Indaba Capital Management, L.P. (“Indaba” or “we”), a Delaware limited partnership, is an investment
adviser located in San Francisco, California founded in 2010. Indaba provides discretionary investment
management services to private pooled investment funds (each a “Client”, and collectively, the “Clients”)
that are not registered under the U.S. Investment Company Act of 1940, as amended (the “Investment
Company Act”), and whose securities are not registered under the U.S. Securities Act of 1933, as amended
(the “Securities Act”). Prior to December 31, 2013, Indaba was organized as a Delaware limited liability
company called Indaba Capital Management, LLC. On December 31, 2013, Indaba Capital Management,
LLC statutorily converted from a Delaware limited liability company to a Delaware limited partnership.
Indaba currently provides discretionary investment advisory services and management services solely to
the following private pooled investment fund Clients (each, a “Fund” and, collectively, the “Funds”):
• Indaba Capital Fund, L.P., a Cayman Islands exempted limited partnership (the “Master Fund”);
• Indaba Capital Partners, L.P., a Delaware limited partnership (the “Domestic Fund”);
• Indaba Capital Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (the
“Offshore Fund”), which invests substantially all of its assets in the Intermediate Fund (as defined
below); and
• Indaba Capital Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership (the
“Intermediate Fund”).
Each of (i) the Domestic Fund and (ii) the Offshore Fund investing through the Intermediate Fund
(collectively, the “Feeder Funds”), generally conducts its investment program through the Master Fund in
a “master feeder” structure; provided, that the Feeder Funds may also make and hold investments directly,
rather than through the Master Fund in certain circumstances. Interests in each of the Funds are offered and
sold on a private placement basis only to “qualified purchasers” (as defined in the Investment Company
Act) and “accredited investors” (as defined in the Securities Act). Accordingly, each Fund is exempt from
the definition of an “investment company” under the Investment Company Act in reliance upon Section
3(c)(7) thereof, and its securities have not been, and will not be, registered under the Securities Act in
reliance upon (x) with regards to offers and sales within the U.S., the private placement exemption provided
by Section 4(a)(2) of the Securities Act and Regulation D thereunder, and (y) with regards to offers and
sales outside the U.S., the exemption provided by Regulation S under the Securities Act.
Indaba Partners, LLC, an affiliate of Indaba, serves as the general partner of the Funds (the “General
Partner”). The General Partner is a related person of Indaba and is under common control with Indaba.
The General Partner (and its employees and personnel, if any) is subject to the Investment Advisers Act of
1940 (the “Advisers Act”) and the
rules thereunder, and to all of Indaba’s compliance policies and
procedures. The personnel of the General Partner are deemed “persons associated with” Indaba (as that
term is defined in section 202(a)(17) of the Advisers Act) and are subject to SEC examination.
Indaba provides investment management services to each Fund pursuant to a separate investment
management agreement. The Funds are managed in accordance with each Fund’s investment objectives,
strategies, restrictions, and guidelines. Each Fund is managed only in accordance with its own
characteristics and is not tailored to the needs of any particular investor in such Fund. Information about
each Fund can be found in the offering documents for each Feeder Fund, including its confidential private
placement memorandum (as amended or supplemented from time to time, the “PPM”). Indaba or its
affiliates may from time to time enter into side letters or other writings (collectively, the “Side Letters”)
with certain investors in the Funds which have the effect of establishing rights under, or altering or
supplementing, the terms of the PPM or the Funds’ respective governing documents relating to such
investors that may not extend to other investors in the Funds, including, without limitation, (i) modified
Management Fee (as defined below), incentive allocation and other economic arrangements, (ii) additional
or modified reporting obligations of the General Partner and the Funds, (iii) waiver of certain confidentiality
obligations, (iv) prior consent of the General Partner to certain transfers by a limited partner of the Funds,
(v) rights or terms necessary in light of particular legal, regulatory or policy characteristics of a limited
partner of the Funds, (vi) additional obligations and restrictions of the General Partner and the Funds with
respect to the structuring of any particular investment in light of the legal, tax and regulatory considerations
of particular limited partners of the Funds, (vii) agreements to assist with the taking or defending of tax
positions and (viii) certain obligations and restrictions on the General Partner with respect to the exercise
of its discretion on certain matters (including amendments, exercising default remedies and waiving
confidentiality or terms).
The general partner of Indaba is IC GP, LLC, which is wholly owned by Derek Schrier. The limited partners
of Indaba are Derek Schrier, Joshua Prime, Eduard Sent, and the estate and family investment vehicles of
some of the foregoing. Derek Schrier is the sole managing member of IC GP, LLC and the Managing
Partner and Chief Investment Officer (the “CIO”) of Indaba. Indaba is principally owned by Derek Schrier
and his affiliates.
As of December 31, 2023, Indaba managed approximately $699,566,000 in client assets (representing the
aggregate capital account balances of the investors in the Funds, not “Regulatory Assets Under
Management” as required by Form ADV Part 1), all of which are managed on a discretionary basis.