Overview of RedBird Capital Partners Management LLC
RedBird Capital Partners Management LLC (“RedBird”) is a Delaware limited liability company
that was formed in July 2013 and is an investment adviser registered with the SEC, effective
November 25, 2013. The principal owner of RedBird is RedBird Capital Partners Alternative
Holdings LLC (“RCPAH”). RedBird Holdings Carry Vehicle LP (“RHCV”) is the principal
owner of RCPAH, and RedBird Capital Partners L.P. (“RCP”) serves as the managing member of
RCPAH.
As of the date of this Brochure, Gerald J. Cardinale is the principal owner and managing member
of RHCV and principal owner of RCP. Mr. Cardinale is RedBird’s Chief Executive Officer and
Managing Partner (the “Managing Partner”), and he also serves as RedBird’s Chief Investment
Officer.
RedBird provides discretionary investment advisory services to pooled investment vehicles which
are operated as private equity funds (each, a “Fund” and collectively, the “Funds”), certain of
which are managed as co-investment, alternative investment vehicles and special purpose vehicles
(each a “COI” and collectively, the “COIs”) to invest in one or more particular investments. Each
of the Funds is organized as a Delaware limited partnership or limited liability company, and the
General Partner to each such Fund (the “GP”) is a related person of RedBird and is under
common control with RedBird. RedBird may establish additional Funds in the future (and
anticipates doing so).
RedBird also provides investment advisory services to RedBird IMI Media Joint Venture, LLC (the
“JV”) which was formed to make investments in the media sector. The JV is organized as a
Delaware limited liability company While RedBird is not authorized to make investment or
divestment decisions on behalf of the JV, RedBird has been granted certain administrative functions
by the JV’s Board of Managers pursuant to a services agreement with the JV (the “Services
Agreement”) and has been delegated by the Board of Managers certain administrative functions
relating to the JV’s investments. RedBird expects to direct capital from one or more of the Funds
into the JV consistent with the Governing Documents of the JV.
As of the date of this Brochure, the Funds (excluding the COIs and JV) include:
• RedBird Capital Partners Platform LP (the “RCP Platform”)
• RedBird Capital Partners Fund I LP (the “RCP Fund I”)
• RedBird Capital Partners Fund II LP (the “RCP Fund II” and collectively with RCP
Platform and RCP Fund I, the “RedBird Group”)
• RedBird Series 2019 LP (the “RCP Fund III”)
• RedBird Capital Partners Fund IV (Master), L.P. (the “RCP Fund IV”)
Certain affiliates and/or related persons of RedBird, which include (among other persons) officers
and employees of the firm, invest on generally a pro rata basis either (i) alongside the RedBird
Group and the RCP Fund III through certain COIs (each, a “GP COI” or together, the “GP COIs”)
or (ii) into a dedicated COI (“RB Fund IV Founder LP”) that invests indirectly into RCP Fund IV,
in each case subject to certain adjustments as set forth in the applicable Governing Documents (as
defined below).
RedBird allocates investment opportunities to the Funds and the JV in accordance with its investment
allocation policy. The RedBird Group will generally invest on a pro rata basis, according to each
such Fund’s capital commitment and subject to certain adjustments (including whether a given client
has available commitments and is still eligible to participate in new investments), as set forth in the
applicable Governing Documents (as defined below). RCP Fund III and RCP Fund IV will also
invest in accordance with the terms in its applicable governing documents (together with the RedBird
Group and JV governing documents, the “Governing Documents”), which generally include the
respective Fund’s limited partnership agreement, the JV’s limited liability company agreement,
co-invest agreement and/or the investment management agreement between the applicable Fund
and RedBird. Certain investment opportunities suitable for the JV and a Fund will, with the consent
of the JV’s Board of Managers, be made by the JV with such Fund obtaining exposure to such
investment through an investment in the JV. Investors in RCP Fund I, RCP Fund II, RCP Fund III,
and RCP Fund IV should also refer to the applicable Fund’s private placement memorandum,
including any amendments or supplements thereto and/or any other disclosure documentation, as
applicable (the “Disclosure Documents”), for details relating to each Fund’s operation.
RedBird intends to form additional Funds or COIs to invest in one or more particular investments
in addition to advising the existing Funds. Fund investors and other persons may make such co-
investments with any Fund, on terms and conditions that are materially different from each other
and the investment by the particular Fund with which such investors are co-investing. Such COIs
have in the
past been charged, and are expected to be charged in the future, the fees described below
in Item 5 or may be subject to different fee amounts and/or terms. RedBird or the applicable
GP may offer co-investment opportunities to some investors and not others.
Advisory Services
RedBird serves as investment adviser to the Funds and invests the Funds’ assets on a discretionary
basis and the JV’s assets on a non-discretionary basis. Specifically, the Managing Partner, serving as
RedBird’s Chief Investment Officer, is responsible for the development and execution of the Funds’
investment activities, in consultation with RedBird’s investment team. RedBird, on behalf of the
Funds, employs an integrated investment approach generally focusing on corporate growth equity
opportunities. RedBird identifies, sources and investigates potential investment opportunities for
the Funds which will generally invest in accordance with, and subject to certain adjustments set
forth in, the applicable Governing Documents. RedBird will primarily source proprietary
investments through its global network of family offices and entrepreneurs across industry verticals,
capital structures and geographies. Refer to Item 8 of this Brochure for further details regarding
RedBird’s investment strategy.
In October 2014, RedBird established a partnership arrangement with an investor (the “Strategic
Investor”), which is structured through the RCP Platform, in which the Strategic Investor has
made a significant capital commitment. RedBird maintains that its partnership with the Strategic
Investor is predicated on a shared investment philosophy. Refer to Item 8 and Item 11 for
additional information about RedBird’s relationship with the Strategic Investor.
Investors are provided with materials, including (among other documents) the applicable
Governing Documents and Disclosure Documents (as applicable), prior to making capital
commitments to a Fund. RedBird (together with the applicable GP) has discretion to manage the
investment program of the Funds, subject to the investment guidelines and restrictions set forth in
the Governing Documents.
RedBird and/or the applicable GP may enter into side agreements with individual investors,
which may include, among other things, provisions permitting an investor to opt out of particular
investments, discounting an investor’s management fee, carried interest and/or other fees, or
granting an investor preferential rights with respect to co-investment opportunities.
RedBird may retain with respect to certain Funds, on its own behalf or on behalf of a portfolio
company(ies) or the applicable Fund, advisors, consultants, and other service providers to perform
capital raising, advising, consulting, financing and other services (excluding investment
management services). RedBird may determine that an affiliate should be retained to provide such
services (the “Affiliated Services”), in which case such affiliate would be entitled to receive as
compensation for its services a fee payable by the Fund or the applicable portfolio company
(“Special Fee”). The Affiliated Services are expected to include certain RedBird advisory teams,
secondees and subsidiaries of RCP, RCPAH, and RedBird’s management company with which
RedBird expects to partner in the sourcing, development and ongoing management of existing and
future investment opportunities pursued through the applicable Fund or otherwise. Certain Affiliated
Services will be provided by Art & Science Partners, Inc. or its wholly-owned subsidiary, RedBird
Development Group LLC (collectively, “Art & Science”), with a primary purpose of being able to
provide marketing and creative services to certain portfolio companies. Art & Science will charge
applicable Funds, such portfolio companies and such affiliates Special Fees for these services and
any related expenses and such fees (including, in some cases, in the form of non-cash equity-based
compensation) and expense reimbursements received by Art & Science or its employees will only
be shared with certain of the Funds depending on the Governing Documents of such Funds. Refer
to Items 5 and 11 of this Brochure for further details regarding Affiliated Services, including services
provided by Art & Science and secondees, and Special Fees.
It should also be noted that the RCP Fund I, RCP Fund II, RCP Fund III, and RCP Fund IV each
have the authority to constitute an Advisory Board (each an “Advisory Board”) that is comprised
of a select group of limited partners who will meet periodically to provide advice, oversight and
approval of certain aspects of the applicable Fund’s investment activities as set out in the applicable
Governing Documents. Refer to Item 11 of this Brochure for further details regarding the Advisory
Board.
RedBird does not participate in wrap fee programs.
Regulatory Assets Under Management
As of December 31, 2023, RedBird manages approximately $8,263,653,629 of regulatory assets on
a discretionary and non-discretionary basis.