Blue Sea Capital LLC (the “Management Company” and together with its affiliated
advisory entities, “Blue Sea Capital”), the registered investment adviser, is a Delaware limited
liability company. The Management Company commenced operations in October 2012.
The following general partner entities are affiliated with the Management Company:
• Blue Sea Capital Management I LP, a Delaware limited partnership (“General
Partner I”);
• Blue Sea Capital Management II LP, a Delaware limited partnership (“General
Partner II”); and
• Blue Sea Capital Management III LP, a Delaware limited partnership (“General
Partner III,” and collectively with General Partner I, General Partner II and any
other future general partner of a Fund (as defined below), the “General Partners,”
each a “General Partner,” and together with the Management Company, the
“Advisers,” and each an “Adviser”).
Each of the General Partners is subject to the Advisers Act pursuant to the Management
Company’s registration in accordance with SEC guidance. This Brochure describes the business
practices of the Management Company and the General Partners, which together operate as a
single advisory business. No General Partner has personnel other than those persons associated
with the Management Company.
The Advisers’ clients include investment funds privately offered to qualified investors in
the United States and elsewhere (each, a “Fund,” and collectively with any future private
investment fund for which the Advisers provide investment advisory services, the “Funds”),
including Blue Sea Capital Fund I LP, a Delaware limited partnership (“Fund I”), Blue Sea Capital
Fund II LP, a Delaware limited partnership (“Fund II”) and Blue Sea Capital Fund III LP, a
Delaware limited partnership (“Fund III”). The Funds are private equity funds and are expected
to invest through negotiated transactions in operating companies, generally referred to herein as
“portfolio companies.” The Advisers’ investment advisory services to the Funds consist of
identifying and evaluating investment opportunities, negotiating the terms of investments,
managing and monitoring investments and ultimately achieving dispositions for such investments.
Although investments are made predominantly in non-public companies, investments in public
companies are permitted in certain instances. Where such investments consist of portfolio
companies, the senior principals (the “Principals”) or other personnel of Blue Sea Capital
generally serve on such portfolio companies’ respective boards of directors or otherwise act to
influence control over management of portfolio companies in which the Funds have invested. The
Advisers also manage Blue Sea Capital Executive Fund I LP, a Delaware limited partnership
(“Executive Fund I”), Blue Sea Capital Executive Fund II LP, a Delaware limited partnership
(“Executive Fund II”) and Blue Sea Capital Executive Fund III LP, a Delaware limited
partnership (“Executive Fund III,” and together with Executive Fund I and Executive Fund II,
the “Executive Funds”), and may manage certain Co-Invest Funds (as defined below)
(collectively with the Funds and the Executive Funds, the “Private Investment Funds”).
Blue Sea Capital’s advisory services to the Funds are detailed in the relevant private
placement memorandum or other offering documents (each, a “Memorandum”) and limited
partnership agreement (or similar governing document) of the Funds (each, a “Partnership
Agreement” and, together with any relevant Memorandum, the “Governing Documents”) and
are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
Investors in the Funds (generally referred to herein as “investors,” “limited partners” or “partners”)
participate in the overall investment program for the applicable Fund, but investors in certain
Funds in certain circumstances are excused from a particular investment due to legal, regulatory
or other applicable constraints or other agreed-upon
circumstances pursuant to the Governing
Documents; for the avoidance of doubt, such arrangements generally do not and will not create an
adviser-client relationship between Blue Sea Capital and any investor. The Funds or the Advisers
have entered, and expect in the future to enter into, side letters or similar agreements (“Side
Letters”) with certain investors that have the effect of establishing rights under or altering or
supplementing the terms of the Governing Documents with respect to such investor, including
economic and other terms.
Additionally, as permitted by the Governing Documents, Blue Sea Capital expects to
provide (or agree to provide) investment or co-investment opportunities in addition to the
Executive Funds (including, without limitation, the opportunity to participate in co-investment
vehicles designed to co-invest alongside certain other Private Investment Funds (each, a “Co-
Invest Fund”)) to certain current or prospective investors or other persons, including other
sponsors, market participants, finders, consultants and other service providers, portfolio company
management or personnel Blue Sea Capital’s personnel and/or certain other persons associated
with Blue Sea Capital and/or its affiliates (e.g., a vehicle formed by the Principals to co-invest
alongside one or more Private Investment Fund transactions).
With respect to co-investments offered outside of the Executive Funds, such co-
investments typically involve investment and disposal of interests in the applicable portfolio
company at substantially the same time and on substantially the same terms as the Fund making
the investment. However, for strategic and other reasons, a co-investor or co-invest vehicle
(including a co-investing Fund or Co-Invest Fund) purchases a portion of an investment from one
or more Funds after such Funds have consummated their investment in the portfolio company (also
known as a post-closing sell-down or transfer), which generally will have been funded through
Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a
Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of
the investment to avoid any changes in valuation of the investment, but in certain instances could
be well after the Fund’s initial purchase. Where appropriate, and in Blue Sea Capital’s sole
discretion, Blue Sea Capital reserves the right to charge interest on the purchase to the co-investor
or co-invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions),
and to seek reimbursement to the relevant Fund for related costs. However, to the extent any such
amounts are not so charged or reimbursed (including charges or reimbursements required pursuant
to applicable law), they generally will be borne by the relevant Fund.
As set forth in the Governing Documents, Executive Fund I, Executive Fund II and
Executive Fund III are required to invest alongside Fund I, Fund II and Fund III, respectively, in
each portfolio company, and the percentage of each Executive Fund’s participation in each such
investment is generally either pre-determined at the outset of each year, or is based on available
capital commitments. Any such co-investment by the Executive Funds generally occurs on
substantially the same terms and substantially the same time as the investment by the relevant
Fund, and the Funds do not engage in post-closing sell-downs or transfers with respect to co-
investments with the Executive Funds, except to the extent required under the Governing
Documents in connection with the final closing of a Fund.
As of December 31, 2023, Blue Sea Capital had $1,526,875,458 in assets under
management. The Management Company is managed by a board whose members are James R.
Davis, Jr. and Richard J. Wandoff. No member of the Management Company has the right to
control 25% or more of the voting interests in the Management Company.