Description of the Registrant
The Registrant serves as investment manager for a series of private investment funds which
focus primarily on making investments in minority interests in alternative asset managers,
including Blackstone Strategic Capital Holdings L.P., a Delaware limited partnership, and its
parallel investment vehicles, alternative investment vehicles and related entities, as
applicable, which was established to invest primarily in public market managers with a
secondary focus on private market managers (“BSCH I”); Blackstone Strategic Capital
Holdings II L.P., a Delaware limited partnership, and its parallel investment vehicles,
alternative investment vehicles and related entities, as applicable, which was established to
invest primarily in private market managers (“BSCH II”); and Blackstone Strategic Capital
Holdings (Side Car), L.P., a Delaware limited partnership, and its parallel investment vehicles,
alternative investment vehicles and related entities, as applicable (together with BSCH I,
BSCH II and any other, or future, account, client, fund, vehicle or any other similar
arrangement managed by the Registrant, the “Funds”), which was established to make co-
investments as part of the Investment Program (as defined below). Affiliates of the
Registrant serve as general partner (each, a “General Partner”) of the Funds.
The Registrant will seek to achieve income and capital appreciation primarily through the
acquisition of Fund Manager Interests (as defined herein) by the Funds as part of the
Registrant’s investment program and activities (the “Investment Program”) which includes
making (i) minority investment in public market managers and (ii) minority investments in
private market managers. A wholly-owned subsidiary of the Registrant, BSCA Advisors L.L.C.
(“BSCA Advisors”), also manages certain co-investment vehicles relating to the Funds
(collectively, the “BSCA Advisors Co-Investment Vehicles”). The BSCA Advisors Co-
Investment Vehicles are expected to participate side-by-side with the Funds in certain co-
investment opportunities (“Co-Investments”) to the extent such Co-Investments become
available. BSCA Advisors is not effectuating a separate registration; rather it is a “relying
adviser” of the Registrant. All references herein to the Registrant are deemed to include
BSCA Advisors and all references to the Funds are deemed to include BSCA Advisors
Co-Investment Vehicles, unless expressly stated to the contrary or the context
otherwise requires.
The Registrant was founded in 2012, and BSCA Advisors was founded in 2013. The ultimate
parent of the Registrant is Blackstone Inc., which is a publicly traded corporation listed on
the New York Stock Exchange and which trades under the ticker symbol “BX”. Blackstone is
a leading global alternative investment manager with investment vehicles focused on private
equity, real estate, hedge fund solutions, credit, secondary funds, tactical opportunities,
infrastructure, insurance solutions and life sciences. Subject to applicable information walls,
the Registrant shares employees and facilities with SPFSA, a registered investment adviser.
Please see Item 10 – Other Financial Industry Activities and Affiliations for more
information.
The Registrant is an affiliate of SPFSA, a leading secondaries advisor which has regulatory
assets under management of approximately $71,279,836,478 as of December 31, 2023, all of
which are managed on a discretionary basis. Please note that this figure is an unaudited
estimate. The Registrant derives significant benefits from the experience of SPFSA in the
investment, operational, legal, structuring and compliance aspects of alternative
investments.
The assets reported above include assets with respect to which an investment adviser that
is a “related person” (as defined in Form ADV) of SPFSA has delegated investment advisory
authority to SPFSA. Such sub-advisory assets are excluded from the regulatory assets under
management reported in the ADV Part 2As of the affiliated advisers that delegated the
authority.
The assets reported above include assets attributable to the amount that clients of SPFSA
have invested in clients advised by an investment adviser that is a related person of SPFSA.
As a result, those assets are included in the regulatory assets under management of both
SPFSA and such other affiliated advisers.
The assets reported above include assets attributable to the amount that clients advised by
an investment adviser that is a related person of SPFSA have invested in clients of SPFSA. As
a result, those assets are included in the regulatory assets under management of both SPFSA
and such other affiliated advisers.
The assets reported above exclude assets attributable to an investment by one client of
SPFSA in another client of SPFSA that would represent a duplication of assets already
included in calculating regulatory assets under management (so that such assets are counted
only once).
The Registrant’s investment advice is subject to each Fund’s investment objectives and
guidelines as set forth in such Fund’s Confidential Private Placement Memorandum (or other
similar disclosure document), Limited Partnership Agreement, Articles of Association,
Subscription Agreement, Investment Advisory Agreement and/or other applicable
constituent documents (“Constituent Documents”). The investment objectives and
guidelines were or will be negotiated by investors in the Funds prior to the final closing of
the respective Fund.
Description of Advisory Services
As investment adviser to the Funds, the Registrant (i) identifies and implements investment
opportunities for the Funds, (ii) participates in the monitoring of the Funds’ investments;
(iii) makes decisions on behalf of the Funds to make and/or sell investments, (iv) could
engage in foreign currency hedging transactions and/or the hedging of certain market
exposures for certain Funds, and (v) enters into credit arrangements with third parties on
behalf of certain Funds to allow a Fund to borrow on a short-term basis for purposes of (x)
funding acquisitions of Fund Manager Interests (or other permitted investments), expenses
or management fees prior to receipt of capital from investors in respect of capital calls, (y)
acquiring a portion of a Fund Manager Interest (or other permitted investment) prior to
syndicating such portion to co-investors and (z) leveraging its investments (within the
leverage limits stated in the Constituent Documents).
As described above, the strategy of the Funds is to seek to acquire minority equity, equity-
related, debt, revenue and/or other interests in general partners, management companies,
investment advisers and their affiliates that derive a significant portion of their revenues
from the sponsorship and management of hedge funds, private equity funds, private credit
funds, real estate and infrastructure funds and/or other alternative asset management
products (“Fund Managers”, and such interests, “Fund Manager Interests”), although the
Funds are
authorized to acquire majority economic and/or controlling interests in Fund
Managers and to make investments in the funds and other related investment vehicles
sponsored by the Fund Managers (“Manager-Sponsored Funds”), in each case on a primary
or secondary basis, subject to the limitations in the Constituent Documents. As part of the
Investment Program, BSCH I has invested in both public market managers and private
market managers, while BSCH II invests primarily in private market managers. The existing
owners of the Fund Managers are generally expected to retain both autonomy over the day-
to-day operations of their business and a majority ownership stake in such Fund Managers,
although the Funds will retain customary consent rights over certain matters. The Funds
endeavor to diversify Fund Manager Interests across investment strategies, geography, and
asset classes, although there is no guarantee as to the extent such diversification will be
achieved.
The Funds continue to generally target prospective Fund Managers with assets under
management of $5 billion or greater, though opportunistically may invest in smaller
alternative asset managers with institutional platforms and/or attractive growth prospects.
The Registrant believes that larger, more diversified and established managers offer greater
predictability and stability of cash flows, as well as potentially presenting more compelling
opportunities for Blackstone to add value as a strategic partner (through co-investment,
access to new pools of capital, facilitation of succession plans). The Registrant generally
plans to target leading managers with strong brands, institutional infrastructure, and
diversified revenue drivers and client bases.
The ultimate goal of the Funds is to assemble a portfolio of Fund Manager Interests and
ultimately to seek to monetize this portfolio through a public offering, recapitalization,
financing or other method of achieving liquidity.
BSCA Advisors’ activities will be limited to serving as co-investment advisor to certain co-
investment vehicles, which will generally invest side-by-side with the Funds to the extent
such Co-Investments become available. BSCA Advisors’ authority with respect to the BSCA
Advisors Co-Investment Vehicles typically will be more limited than the Registrant’s
authority with respect to the Funds.
The Funds permit certain persons to make selected Co-Investments. The General Partner, in
its sole discretion and on a priority basis, has, and in the future can be expected to offer Co-
Investments and related follow-on Co-Investments to (i) any person participating in the
origination of such investment opportunity, (ii) any person whose participation in such
investment the General Partner believes would be beneficial to the consummation or success
of the investment, (iii) affiliates of Blackstone, including Other Blackstone Clients,
current/former employees of Blackstone, and endowment funds, charitable programs
and/or other similar or related entities associated with the foregoing, (iv) certain strategic
partners and/or other important relationships of Blackstone, including key advisors,
strategic partners and/or “anchor” investors with respect to the Funds, and/or (v) as
otherwise provided in the Constituent Documents of the Funds. As a practical matter, due to
constraints that may be imposed by Fund Managers, the Funds may not be in a position to
offer Co-Investments to certain types of investors (or any investors). It is expected that
investors will participate in Co-Investments on a no-fee basis, although the Registrant
reserves the right to charge management fees and/or carried interest (or other similar
arrangements) with respect to Co-Investments on a case-by-case basis. As a general matter,
the size of the investment opportunities pursued by the Funds and the investment guidelines
of the Funds are such that the Funds may elect to hold the entire investment in the event Co-
Investments are not offered or in the event that Co-Investments are offered, but are
ultimately not consummated. In such cases, the Funds would acquire the entire investment
opportunity and, accordingly, the Funds would bear all of the costs and expenses associated
with such investment, including those costs and expenses that would otherwise have been
borne by co-investors. Consequently, co-investors with respect to particular co-investments
will generally not bear any share of broken-deal expenses and such expenses will be borne
by the Funds (unless otherwise provided for in the Constituent Documents).
The General Partner and the Registrant generally will seek to ensure that the Funds and any
co-investors participate in any Co-Investments and any related transactions on comparable
terms to the extent practicable or appropriate. However, this may not be practicable or
appropriate in all circumstances and certain co-investors enjoy terms more favorable or less
favorable than those available to other co-investors or Investors in the Funds. Such
differences may create a conflict for the Registrant in terms of allocating an opportunity
among the Funds and co-investors. Generally, Co-Investment vehicles will share with the
Funds, pro rata, in expenses relating to the applicable Co-Investment (based on the relative
amounts invested thereby).
Assets Under Management
The Registrant’s regulatory assets under management are approximately $10,353,176,966
billion (as of December 31, 2023), all of which are managed on a discretionary basis. This
includes committed capital that has not been drawn for any purpose (including for the
purpose of acquiring Fund Manager Interests). Please note this figure is an unaudited
estimate.
The assets reported above include assets with respect to which an investment adviser that
is a “related person” (as defined in Form ADV) of the Registrant has delegated investment
advisory authority to the Registrant. Such sub-advisory assets are excluded from the
regulatory assets under management reported in the ADV Part 2As of the affiliated advisers
that delegated the authority.
The assets reported above include assets attributable to the amount that clients of the
Registrant have invested in clients advised by an investment adviser that is a related person
of the Registrant. As a result, those assets are included in the regulatory assets under
management of both the Registrant and such other affiliated advisers.
The assets reported above include assets attributable to the amount that clients advised by
an investment adviser that is a related person of the Registrant have invested in clients of
the Registrant. As a result, those assets are included in the regulatory assets under
management of both the Registrant and such other affiliated advisers.
The assets reported above exclude assets attributable to an investment by one client in
another client that would represent a duplication of assets already included in calculating
regulatory assets under management (so that such assets are counted only once).