Knighthead Capital Management, LLC (“Knighthead”) is a Delaware limited liability company that
was founded in 2008. Ara Cohen and Thomas Wagner (collectively, the “Principals”) are the
principal owners of Knighthead and the portfolio managers primarily responsible for all investment
decisions. Knighthead is based in New York and also has offices in Connecticut and Florida. This
Brochure also relates to each of Knighthead’s relying advisers: Knighthead Realty Capital
Management, LLC, Knighthead Insurance Capital Management, LP, Knighthead Capital
Management SMA, LLC and Knighthead Opportunities Capital Management, LLC.
Knighthead or its Principals, either directly or indirectly, control:
(i) Knighthead GP, LLC, a Delaware limited liability company (“Knighthead
GP”), which serves as the general partner of the Domestic Fund and the
Master Fund, as each is defined below;
(ii) Knighthead DOF GP, LLC, a Delaware limited liability company (“KDOF
GP”) which serves as the general partner of KDOF, KDOF Domestic,
KDOF Intermediate and KDOF Offshore, as each is defined below;
(iii) Knighthead Realty Capital Management, LLC, a Delaware limited liability
company (“Knighthead Realty”), which serves as the investment manager
for Knighthead Special Situations Real Estate Fund II, L.P., a Delaware
limited partnership, ( the “Real Estate Fund II”);
(iv) Knighthead SSREF GP-II, LLC, a Delaware limited liability company
(“SSREF GP-II”), which serves as the general partner for Real Estate Fund
II;
(v) Knighthead GP-II, LLC, a Delaware limited liability company, which
serves as the sole member of SSREF GP-II;
(vi) Knighthead SSRE REIT II, Inc., a Delaware corporation (“SSRE REIT
II”);
(vii) Knighthead Capital Management SMA, LLC, a Delaware limited liability
company (“Knighthead SMA”), a sub-advisor to BIOV1 Segregated
Portfolio, as defined below;
(viii) Knighthead (NY) GP, LLC, a Delaware limited liability company, which
serves as the general partner of Knighthead (NY) Fund, L.P., a Delaware
limited partnership (“Knighthead NY Fund”);
(ix) Knighthead Insurance Capital Management, LP, a Delaware limited
partnership (“Knighthead Insurance”), the investment advisor to
Knighthead Annuity and Knighthead Holdings, each as defined below, and
the outsourced chief investment manager to Knighthead Holdings;
(x) Knighthead IM GP, LLC, a Delaware limited liability company and affiliate
of Knighthead Insurance;
(xi) Knighthead Insurance GP, LLC, a Delaware limited liability company,
(“Knighthead Insurance GP”);
(xii) Knighthead CK Opportunities GP, LLC, a Delaware limited liability
company;
(xiii) Knighthead CK Amarillo GP, LLC, a Delaware limited liability
company;
(xiv) Together with Certares (as defined below), an unaffiliated registered
investment advisor:
(a) CK Opportunities GP, LLC;
(b) CK Amarillo GP, LLC; and
(c) Knights Watch CK GP, LLC;
(xv) Knighthead Opportunities Capital Management, LLC, a Delaware limited
liability company (“Knighthead Opportunities” and collectively with
Knighthead, Knighthead Realty, Knighthead SMA and Knighthead
Insurance, the “Adviser”), the joint investment advisor with Certares to CK
Opportunities Domestic Fund, LP, CK Opportunities Offshore Fund, LP,
CK Opportunities Fund I, LP, CK Opportunities Fund II, LP, CK Lending
Opportunities, LLC, CKB Opp OS, LP and CKB Opp US, LLC
(collectivelythe “CK Opportunities Funds”);
(xvi) Knighthead Annuity and Knighthead Holdings, as defined below;
(xvii) Knights Watch GP, LLC, a Delaware limited liability company, which
serves as the general partner of Knight King, as defined below; and
(xviii) Knighthead Managed Opportunities GP, LLC, a Delaware limited liability
company, which serves as the general partner of KHMO, as defined below;
Knighthead provides investment advisory services to: (A) (i) Knighthead Master Fund,
L.P., a Cayman Islands exempted limited partnership (the “Master Fund”), (ii) Knighthead
Domestic Fund, L.P. a Delaware limited partnership (the “Domestic Fund”), which is a feeder fund
in the Master Fund, and (iii) Knighthead Offshore Fund, Ltd., a Cayman Islands exempted company
(the “Offshore Fund”, and collectively with the Master Fund and the Domestic Fund, the
“Knighthead Master Feeder Funds”), which is also a feeder fund in the Master Fund; (B) (i)
Knighthead Distressed Opportunities Fund, LP, a Cayman Islands exempted limited partnership
(“KDOF Fund”); (ii) Knighthead (U.S.) Distressed Opportunities Fund, L.P., a Delaware limited
partnership (“KDOF Domestic Fund”); (iii) Knighthead Intermediate Distressed Opportunities
Fund, LP, a Cayman Islands exempted limited partnership (“KDOF Intermediate Fund”); (iv)
Knighthead (Cayman) Distressed Opportunities Fund, L.P., a Cayman Islands exempted limited
partnership (collectively with KDOF Fund, KDOF Domestic Fund and KDOF Intermediate Fund,
the “Knighthead Distressed Opportunities Funds”); (C) Knighthead Insurance Holdings, Ltd., a
Cayman Islands exempted company (formerly Knighthead Insurance Fund I, Ltd.; “KIH”); and
(D) Knighthead Managed Opportunities, L.P., a Cayman Islands limited partnership (“KHMO”).
In addition, Knighthead currently (A) advises Knighthead NY Fund, Jazz Reinsurance
Company, a company organized in Utah (“Jazz Reinsurance”), SILAC Insurance Company, a
company organized in Utah (“SILAC”), Trinity Life Insurance Company, a company organized
in Oklahoma (“Trinity”) Transoceanic Life Insurance Company, a company organized in Puerto
Rico (“TOLIC”), Pacific Guardian and Life Insurance Company, a company organized in Hawaii
(“PGL”) and Plateau Insurance Company, a company organized under the laws of Tennessee
(collectively with Jazz Reinsurance, SILAC,Trinity, TOLIC and PGL, as well as the Rated Feeders
(as defined below), the “Managed Account Clients”); and (B) sub-advises Knighthead Annuity
& Life Assurance Company, a life assurance company domiciled in the Cayman Islands
(“Knighthead Annuity”), and Knighthead Holdings Ltd, a Cayman Islands exempted company
(“Knighthead Holdings”) (Knighthead NY Fund, the Managed Account Clients, Knighthead
Annuity, Knighthead Holdings, KIH, KHMO, the Knighthead Master Feeder Funds and the
Knighthead Distressed Opportunities Funds, collectively, the “Funds” and each individually, a
“Fund”). The Adviser has sole responsibility for all investment decisions on behalf of the Funds
and Real Estate Fund II (each a “Knighthead Fund” and collectively, the “Knighthead Funds”).
Further, Knighthead Insurance serves as outsourced chief investment manager to Knighthead
Holdings whereby Knighthead Insurance (a) assesses the investment risks and liquidity needs of
Knighthead Holdings; (b) advises Knighthead Holdings on all aspects of its asset allocation,
investment strategy and risk profile; (c) provides investment management services; and (d) assists
in other duties typical of an outsourced chief investment manager.
Knighthead has also worked with several
Managed Account Clients to restructure the assets
that Knighthead manages for them. The restructuring has included establishing feeder funds,
including Knighthead Credit JSU Feeder Fund LLC, KHJSU SPV LP LLC, Knighthead Credit SU
Feeder Fund LLC, KHSU SPV LP LLC, Knighthead Credit TPR Feeder Fund LLC and KHTPR
SPV LP LLC, each a rated feeder fund (the “Rated Feeders”). Knighthead will continue to work
with existing and new Managed Account Clients in structuring their investment assets that are
managed by Knighthead.
In December 2019, Knight King LP, a Cayman Islands exempted limited partnership
(“Knight King”), was formed as a co-investment vehicle for one investor to co-invest in certain
opportunities alongside the Knighthead Funds if there is excess capacity or where an investment
is not suitable for the Knighthead Funds, subject in all cases to such investor approving
investments. Knight King committed to its first investment in 2023.
In 2020, Knighthead Opportunities entered into a joint venture with Certares Opportunities
LLC (“Certares”), a wholly owned subsidiary of Certares Management LLC, an SEC registered
investment adviser, to co-manage the CK Opportunities Funds.
In 2021, Knighthead and Certares formed (i) CK Amarillo, LP (“CK Amarillo”) to hold
shares of a specific investment; and (ii) Knight King CK LP (“Knight King CK”) as a co-investment
vehicle for one investor to co-invest in certain opportunities alongside the CK Opportunities’ Funds
if there is excess capacity or where an investment is not suitable for the CK Opportunities Funds,
subject in all cases to such investor approving investments.
In addition to the foregoing, Knighthead provides advisory services to third-party managed
vehicles: (i) BSOF Master Fund, L.P., BSOF Parallel Master Fund, L.P., BSOF Parallel Moat Fund
L.P., and BSOF Master Fund II L.P., each a Cayman Islands exempted limited partnership
(collectively, the “BSOF Funds”), and (ii) WWJr. Enterprises Inc., a Delaware Corporation,
(“WWJr”), while Knighthead SMA provides advisory services to J.P. Morgan Omni SPC, Ltd., a
Cayman Islands segregated portfolio company acting on behalf of and for the account of BIOV1
Segregated Portfolio (the “BIOV1 Segregated Portfolio” and together with the BSOF Funds and
WWJr, the “Subadvised Funds”), whereby the Adviser provides the Subadvised Funds with the
opportunity to co-invest in certain Knighthead Master Feeder Funds’ or Knighthead Distressed
Opportunities Funds’ investments in which there is excess capacity or where an investment idea is
not suitable for the Knighthead Master Feeder Funds or the Knighthead Distressed Opportunities
Funds but may be suitable for the Subadvised Funds. Knight King CK is provided with the
opportunity to co-invest in certain CK Opportunities Funds’ investments in which there is excess
capacity. Knight King is provided with the opportunity to invest in certain investments of the
Knighthead Funds in which there is excess capacity. The Subadvised Funds, Knight King CK and
Knight King must approve a co-investment opportunity before the Adviser may make such an
investment on behalf of the Subadvised Funds (each approved co-investment opportunity, an
“Approved Investment”). While the Adviser does not have discretion over the Subadvised Funds,
Knight King CK or Knight King generally, it has the ability to direct the investment into an Approved
Investment and execute trading thereof on behalf of the Subadvised Funds, Knight King CK and
Knight King (the “Subadvised Entities”). The Rated Feeders, while discretionary, are directed
investments to Knighthead Master Feeder Funds.
The primary investment objective of the Funds is to generate attractive risk adjusted returns
while emphasizing the preservation of capital. No assurance can be made that this investment
objective will be achieved and investment results may vary substantially. Knighthead primarily
invests its Funds’ assets in the debt securities or loans of leveraged or financially distressed
companies and in companies with undervalued equity securities. Many of these distressed
companies will undergo debt restructurings or reorganizations under federal bankruptcy law, while
others may restructure outside of bankruptcy. The Funds may also invest in equity and other
securities that Knighthead believes are trading at substantial discounts to their underlying value,
particularly if there are catalysts which may eliminate these discounts.
Real Estate Fund II and the Managed Account Clients’ primary investment objectives are
to originate short-term U.S. real estate secured loans and to make or acquire other loans or other
real estate related investments in connection with real estate development or other special
situations.
The CK Opportunities Funds’ primary investment objectives were to invest in
opportunities in the travel and hospitality sectors, including, but not limited to, opportunities
arising from market dislocations caused by COVID-19.
CK Amarillo’s primary investment objective is to invest in the shares of Hertz Global
Holdings, Inc.
The Adviser tailors its investment advice in accordance with the investment objective and
strategy of the Knighthead Funds, the CK Opportunities Funds and CK Amarillo, as applicable..
The Adviser does not tailor its advisory services to the needs of any particular investor in the
Knighthead Funds, the CK Opportunities Funds or CK Amarillo. Investment advice is not tailored
for the Subadvised Entities as those clients are presented only with co-investment opportunities based
on its investment objectives.
The Adviser does not currently provide investment advisory services to clients apart from
the Knighthead Funds, the CK Opportunities Funds, CK Amarillo, the Subadvised Entities and the
Rated Feeders (together, the “Clients” and each individually, a “Client”), although it and/or its
affiliates may do so in the future.
The Adviser manages the assets of the Knighthead Funds, CK Amarillo and the CK
Opportunities Funds, the latter with Certares, on a discretionary basis. Knighthead manages the
assets of the Subadvised Funds, Knight King CK (with Certares) and Knight King on a non-
discretionary basis. The Rated Feeders, while discretionary, are directed investments to
Knighthead Master Feeder Funds. While the Adviser does not have discretion over the Subadvised
Entities generally, it has the ability to direct the investment into an Approved Investment and any
trading thereof on behalf of the Subadvised Entities.
As of December 31, 2023, the Adviser’s discretionary regulatory assets under management
were approximately $16 billion and the Adviser’s non-discretionary regulatory assets under
management were approximately $340 million. For a further discussion of these and related items,
see Item 7 (Types of Clients), Item 8 (Methods of Analysis, Investment Strategies and Risk of
Loss) and Item 10 (Other Financial Industry Activities and Affiliations).