ADVISORY BUSINESS
For purposes of this brochure, the “Adviser” means BDT Capital Partners, LLC, a Delaware
limited liability company, together (where the context permits) with its affiliated general
partners, managing members and similar entities (hereinafter together referred to collectively
as “general partners”) of the Clients (as defined below) and any other affiliates that provide
investment management services to and/or receive investment management or other fees from
the Clients. Certain affiliates are formed for tax, regulatory or other purposes in connection
with the organization of investment vehicles and/or serve as general partners of such vehicles.
In January 2023, in connection with the business combination of BDT & Company Holdings,
L.P., which was renamed BDT & MSD Holdings, L.P. (“BDT & MSD Holdings”) and MSD
Partners, L.P. (“MSD Partners”), each of MSD Partners, a registered investment adviser
founded in 2009, and MSD Real Estate Management, LLC (“MSD Real Estate Management”)
a relying adviser of MSD Partners, became affiliates of the Adviser. Except where otherwise
noted, references herein to the Adviser do not include MSD Partners, MSD Real Estate
Management or any general partner, managing member or similar entity with respect to clients
of MSD Partners or MSD Real Estate Management.
The Adviser provides investment management services to investment vehicles (each a “Client”
and collectively the “Clients”) that are exempt from registration under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), and whose securities are
not registered under the Securities Act of 1933, as amended (the “Securities Act”). Client
investments will be made in privately-held or publicly-traded companies and are likely to
include minority investments and control stakes, opportunistic investments in public and
private debt, equity, hybrid securities, options and warrants, growth equity as well as
participating in “going private” transactions. In accordance with the Clients’ respective
investment objectives, investments also include those made in family, founder and
entrepreneur-controlled companies across a broad range of industries and geographic regions.
The Adviser’s investment advisory services consist of investigating, identifying and evaluating
investment opportunities, structuring,
negotiating and making investments on behalf of the
Clients, managing and monitoring the performance of such investments and disposing of such
investments. The Adviser serves as the investment adviser or general partner to the Clients in
order to provide such services.
The Adviser provides investment management services to each Client in accordance with the
limited partnership agreement (or analogous organizational document) of such Client and the
separate investment management agreement (or analogous agreement) between the Adviser
and such Client (each, a “Management Agreement”).
Investment advice is provided directly to the Clients, subject to the discretion and control of
the general partner, where applicable, and not individually to the limited partners or members
(hereinafter together referred to collectively as “investors”) in the Clients. Investment
restrictions for the Clients, including investment objectives and guidelines, if any, are set forth
in each Client’s governing documents, which could include, but are not limited to, the
applicable private placement memorandum (or equivalent disclosure document), limited
partnership agreement, limited liability company agreement, Management Agreement or side
letter (such documents collectively, “Organizational Documents”).
All discussions of the Clients in this brochure – including, but not limited to, their investments,
the strategies used in managing the Clients, associated fees and costs, the risks associated with
investments, and conflicts faced by the Adviser in connection with managing the Clients – are
qualified in their entirety by reference to each Client’s respective Organizational Documents.
Moreover, the Adviser has and will enter into agreements, such as side letters, with certain
investors that in certain cases will provide for terms of investment or access to information that
are more favorable than the terms provided to other investors of the same Clients.
The direct owners of BDT Capital Partners, LLC are BDT Partners, LLC and BDTP GP, LLC.
The Adviser has been in business since 2009. As of December 31, 2023, the Adviser manages
a total of $49,693,263,827 of client assets, which includes uncalled commitments, co-
investment amounts and undistributed capital that has been redeployed, all of which is managed
on a discretionary basis.