A. Describe your advisory firm, including how long you have been in business. Identify your
principal owner(s).
KSL Advisors, LLC d/b/a KSL Capital Partners (together with its fund general partners (unless
otherwise specified), “KSL Advisors”) was founded in 2005 by Michael S. Shannon and Eric C.
Resnick, who currently serve as the firm’s Chairman and Chief Executive Officer (“CEO”),
respectively, with Peter McDermott and Steven Siegel as two of the firm’s initial partners. KSL
Advisors is owned and controlled by Mr. Resnick. More information about the ownership of KSL
Advisors may be found in our Form ADV Part 1, Schedule A.
We are a private equity firm specializing in travel and leisure enterprises in the following sectors:
hospitality, recreation, clubs, real estate and travel services. KSL Advisors provides discretionary
investment advisory and other services through affiliated entities (“Affiliates,” and together with KSL
Advisors, “KSL,” “we,” or “us”) to (i) certain private equity funds sponsored and managed by KSL
(each such private equity fund, an “Equity Fund” and collectively, the “Equity Funds”), (ii) certain
credit funds sponsored and managed by KSL (each such credit fund, a “Credit Fund” and collectively,
the “Credit Funds”), (iii) certain tactical opportunities funds sponsored and managed by KSL (each
such tactical opportunities fund a “TacOpps Fund” and collectively the “TacOpps Funds”) and (iv)
certain Continuation Vehicles and Rollover Vehicles (as defined below) formed in connection with
Continuation Transactions (as defined below) (each of the Equity Funds, Credit Funds, TacOpps
Funds, Continuation Vehicles and Rollover Vehicles, a “Fund” and collectively, the “Funds”). We
also provide investment advisory services to Co-Investment Vehicles and a small number of fund-of-
one clients, which have been established to meet the investment requirements of certain large,
institutional investors (collectively, “Individual Mandates”). For more information about the Funds
we manage, please see Form ADV Part 1, Schedule D, Section 7.B.(1).
Each Fund and Individual Mandate is managed by a general partner, which has the authority to make
investment decisions on behalf of such Fund (excluding certain Individual Mandates that KSL
manages on a non-discretionary basis). Each general partner is deemed registered under the
Investment Advisers Act of 1940, as amended (“Advisers Act”) pursuant to KSL Advisors’
registration, in accordance with SEC guidance. This brochure also describes the business practices of
each general partner, which operate as a single advisory business together with KSL Advisors and
share common owners, officers, partners, employees, consultants, third-party professionals, operating
partners or persons occupying similar positions. The general partners do not have employees of their
own. Each general partner has contracted with KSL Advisors or an Affiliate for day-to-day
management of the Funds. For more information about the general partners of each Fund, please see
our Form ADV Part 1, Schedule D, Section 7.A.
B. Describe the types of advisory services you offer. If you hold yourself out as specializing
in a particular type of advisory service, such as financial planning, quantitative analysis,
or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
We provide investment advisory services as a manager to the Funds. KSL specializes in investing in
travel and leisure businesses, including in the hospitality, recreation, clubs, real estate and travel
services sectors. Our Equity Funds pursue equity or debt investments that are intended to offer
equity-like returns; the Credit Funds pursue investments in loans or debt securities that we believe are
not likely to lead to control of the underlying asset or a restructuring event, or that do not have the
level of expected return associated with equity investments, and that we determine are below 75%
loan-to-value; and the TacOpps Funds pursue equity and debt investments in assets we believe are
mispriced or other tactical opportunities within the space between the other two mandates (e.g., they
do not have the level of expected return associated with equity investments, and (i) in the case of
equity investments, they otherwise fit within the TacOpps Funds’ mandate and (ii) in the case of debt
investments, they are at or above 75% loan-to-value or where we believe there is a path to a
restructuring event, such as distressed debt, debt of reorganizing companies or debt of companies
going through bankruptcy, foreclosure or other workout, etc.). Both the Equity Funds and the
TacOpps Funds may make control-oriented investments, though it is possible that a debt investment
held by a Credit Fund will default and the Credit Fund will obtain control or ownership of the
underlying asset. Individual Mandates can be established to make investments similar to the Funds,
though differences in the underlying investment opportunities limit concerns about opportunity
allocation, as discussed in more detail under Item 8.
As part of our activities on behalf of our clients, we:
• Originate, recommend, structure, and identify sources of capital;
• Monitor, evaluate, and make recommendations regarding the timing and disposition of
investments; and
• Provide other related services.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual needs
of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
The advisory services provided to our Funds are typically not specifically tailored to the individual
needs of investors in the Funds; the investment advice
and authority for each Fund are tailored to the
investment objectives of that Fund. These objectives are described in the private placement
memorandum, limited partnership agreement, investment advisory agreement, side letters and other
governing documents of the relevant Fund (collectively, the “governing documents”). The advisory
services provided to each Individual Mandate are tailored to the specific investment needs of the
underlying investor, as agreed upon in the governing documents.
Fund investors generally cannot impose restrictions on the Funds’ investment activities conducted in
accordance with the terms of their governing documents. Investors in the Funds participate in the
overall investment program for the applicable Fund but may be excused from a particular investment
due to legal, regulatory or other applicable constraints, pursuant to the terms of the applicable
governing documents.
KSL has entered into side letters with or similar written agreements with certain investors that have
the effect of establishing rights under or altering or supplementing a Fund’s governing documents.
Such rights may include, but are not limited to: (i) excuse rights applicable to particular investments
(which may increase the percentage interest of other investors in, and contribution obligations of other
investors with respect to, such investments); (ii) the applicable general partner’s agreement to extend
certain information rights or additional reporting to such investor, including, without limitation, to
accommodate special regulatory or other circumstances of such investor; (iii) modification of
confidentiality obligations of such investor; (iv) the applicable general partner’s agreement to consent
to certain transfers by such investor or other exercises by the applicable general partner of its
discretionary authority under the governing documents for the benefit of such investor; (v) restrictions
on, or special rights of such investor with respect to, the activities of the applicable general partner;
(vi) other rights or terms necessary in light of particular legal, regulatory or public policy characteristics
of such investor; (vii) additional obligations and restrictions of the investment fund with respect to
the structuring of portfolio companies (including with respect to alternative investment vehicles);
(viii) adjustments with respect to certain economic provisions (including with respect to management
fees and carried interest); (ix) special rights with respect to co-investment allocation and participation;
and (x) “most favored nations” provisions. Any rights or terms so established in a side letter with an
investor govern solely with respect to such investor and do not require the approval of any other
investor. Unless otherwise required by law, these rights, benefits or privileges are not always made
available to all investors nor in some cases are they required to be disclosed to all investors. Side
letters are typically negotiated at the time of the relevant investor’s capital commitment, and once
invested in a Fund, investors generally cannot impose additional investment guidelines or restrictions
on such Fund.
Additionally, not all investors conduct due diligence or monitor their investments in vehicles such as
a Fund in the same manner. For example, certain investors may periodically request from the
applicable general partner information regarding the applicable Fund and investments and/or
portfolio companies that is not otherwise set forth in (or has yet to be set forth in) the reporting and
other information required to be delivered to all investors. In such circumstances, the applicable
general partner may provide such information to such investors, but the fact that such general partner
has provided such information upon request by one or more investors does not necessarily obligate
such general partner to affirmatively provide such information to all investors (although such general
partner will generally provide the same information upon request and treat investors equally in that
regard).
As a result, certain investors will have more information about the Funds than other investors, and
the applicable general partner will have no duty to ensure all investors seek, obtain or process the same
information regarding the Funds and their investments and/or portfolio companies.
Furthermore, in response to questions and requests and in connection with due diligence meetings,
side letter compliance and other communications, the Funds and the applicable general partner may
provide additional information to certain investors and prospective investors that is not distributed to
other investors and prospective investors. Such information could affect a prospective investors’
decision to invest in the Funds or take actions or make decisions as an investor.
Individual Mandates, however, are established to meet the specific requirements and restrictions of
the underlying investor for whom the mandate was created. At the outset of the advisory relationship,
all requirements and restrictions are established and memorialized in the governing documents of the
Individual Mandate.
D. If you participate in wrap fee programs by providing portfolio management services, (1)
describe the differences, if any, between how you manage wrap fee accounts and how you
manage other accounts, and (2) explain that you receive a portion of the wrap fee for your
services.
We do not participate in any wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-discretionary
basis. Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, we had approximately $23,349,884,257 in regulatory assets under
management, $18,476,560,942 of which is managed on a discretionary basis and $4,873,323,315 of
which is managed on a non-discretionary basis.