Description of Advisory Business
Founded in 2007, Denham Capital Management LP (“DCM”) is an investment advisory firm which
specializes in investment management for private equity funds. In 2021, Denham Sustainable Infra
Management LP (“DSIM” and together with DCM, “Denham”) was formed and is registered as an
investment adviser in reliance on DCM’s investment adviser registration under the Advisers Act in
accordance with applicable SEC guidance. This Brochure also describes the business practices of DSIM
which operates as a single advisory business together with DCM. The principal owner of Denham is Stuart
Porter.
Denham offers investment advisory services to affiliated private equity funds and certain separately
managed accounts (“SMAs”) making equity and/or debt investments in industries, companies and assets
involving energy and commodities, in particular, mining, power, renewables and sustainable
infrastructure (the “Energy Sector”). We advise our accounts in making investments globally across all
industries relating to the Energy Sector, all stages of the corporate and asset lifecycle and all segments of
the capital structure.
Denham has transitioned away from its multi-sector legacy funds to dedicated teams managing separate
funds in each of Denham’s three primary Energy Sectors: Mining, Energy Resources (formerly Oil & Gas)
and Sustainable Infrastructure (formerly International Power). Each team is made up of sector specialists
with deep expertise in their specific areas and is led by an investment committee. Each team focuses on
driving value creation within its Energy Sector. Denham believes this singular focus creates alignment of
our deal teams with our investors. Denham advises private funds and SMAs and could in the future advise
other single investor vehicles. In addition, Aflac GI Holdings LLC (“Aflac”), an investor in certain Denham
clients, holds a direct passive minority interest in DSIM and its affiliates (“Denham Business”) entitling
Aflac to a share of the revenue generated by the Denham Business. Aflac has no authority over the day-
to-day operations or investment decisions of Denham or the funds, although it does have certain
customary minority protection consent rights. Aflac’s ownership stake in DSIM could create conflicts,
including by giving DSIM an incentive to provide more favorable terms to investors affiliated with Aflac
than to other investors.
Denham’s clients also include certain co-investment vehicles that invest alongside the main private equity
funds. Such co-investment vehicles might invest in a single investment or in all investments made in a
particular Energy Sector or by a particular fund.
As used in this Brochure, (i) “we,” “us” and “our” refer to Denham and its investment advisory business;
(ii) the “Denham funds” refers to the Denham private equity funds we advise, including any co-investment
vehicles we advise, except where noted; and (iii) the “accounts” or “clients” refers to the Denham funds
and the SMAs.
Types of Advisory Services Offered
Denham’s advisory services include commercial structuring and negotiation, independent risk
management, portfolio company services, legal and investor relations. We maintain discretionary
investment authority over our clients, and all investment decisions on behalf of our clients are made by
our investment committees, which typically comprise our senior professionals. Actions of our investment
committees require the consensus of their voting members, and no individual investment committee
member can take unilateral action on behalf of our clients. Denham generally focuses on a theme-driven
investment approach, utilizing its knowledge of and experience
in, and global relationships within, the
Energy Sector to make investments. Denham also seeks to leverage the experience of its deal teams to
drive operational improvements at portfolio companies.
The relationship between Denham and each Denham account is governed by the Advisers Act, as well as
the governing documents of each Denham fund, the terms of investment advisory agreements between
each Denham fund and us and the investment management agreements with respect to our SMAs.
Investments in the Denham funds are privately offered to only qualified investors, which are typically
institutional investors (for example, public and private pension funds) and eligible high-net-worth
individuals.
The investment advice Denham provides to its clients includes the private equity investment program
conducted by the Denham funds in the Energy Sector and the debt investment program conducted by the
SMAs.
Tailoring of Advisory Services
Denham tailors its advisory services to the mandate and descriptions included, as applicable, in the private
placement memoranda, partnership agreements, investment management agreement, and other
governing agreements of each of its clients. These documents include restrictions on investing in certain
securities or types of assets, including as specifically negotiated with investors in the Denham funds.
Denham provides advice to its private funds clients, not the investors in those funds, and investors are
expected to participate in the applicable Denham fund’s overall investment program, but could be
excused from a particular investment due to legal, regulatory or other applicable constraints at the
discretion of Denham.
Denham and its affiliates have entered (and expect in the future to enter) into agreements, or “side
letters,” with investors whereby such investors are subject to terms and conditions that vary from those
applicable to other investors in the Denham funds. Any such terms and conditions, including with respect
to (i) opting out of particular investments, (ii) reporting obligations, (iii) transfers to affiliates, (iv) co-
investment opportunities (including the provision of priority allocation rights), (v) withdrawal rights, (vi)
consent rights to certain governing document amendments, (vii) payment of management fees, carried
interest and/or incentive allocation or (viii) any other matters, could be more favorable than those offered
to other investors. As a result of such rights, certain investors in the same fund could experience different
returns or have access to information to which other investors do not have access. An investor’s co-
investment rights under a side letter could result in fewer co-investment opportunities or limited
allocations provided to other investors. Generally, any rights established, or any terms altered or
supplemented, will govern only that investor and not a fund as a whole. Further, certain of these terms
and conditions have the effect of increasing the expenses borne by the fund and/or the investors not
party to the particular side letter, including for example with respect to costs incurred in providing an
investor additional information or reporting.
Client Assets
As of December 31, 2023, the amount of client assets that Denham manages on a discretionary basis is
$6,125,493,267 . As of December 31, 2023, Denham did not manage any client assets on a non-
discretionary basis.
The information provided above about the investment advisory services provided by Denham is qualified
in its entirety by reference to the accounts’ offering and governing documents and investment
management agreements.