Aterian Investment Management, LP (the “Management Company”), the registered
investment adviser, is a Delaware limited partnership. The Management Company commenced
business operations in August 2013. The Management Company and its affiliated general
partners, Aterian Investment Partners GP II, LP, Aterian Investment Partners GP III, LP, Aterian
Investment Partners GP IV, LP, Aterian Opportunities GP I, LP and Aterian Investment
Opportunities GP II, LP (each, a “General Partner” and collectively, together with any future
affiliated general partner entities, the “General Partners” and together with each General
Partner, the Management Company and their affiliated entities, “Aterian”), are also subject to
the Advisers Act pursuant to the Management Company’s registration in accordance with SEC
guidance. This Brochure also describes the business practices of the General Partners, which
operate as a single advisory business together with the Management Company.
Aterian provides discretionary investment advisory services to its clients, which consist
of private investment-related funds. Aterian’s clients include the following (each, a “Fund,” and
together with any future private investment fund to which Aterian and/or its affiliates provides
investment advisory services, “Funds”):
• Aterian Opportunities I, LP (“Opps Fund I”)
• Aterian Opportunities II, LP (“Opps Fund II”)
• Aterian Investment Partners II, LP (“Fund II”)
• Aterian Investment Partners III, LP
• Aterian Investment Partners III-A, LP (together with Aterian Investment Partners
III, LP, “Fund III”)
• Aterian Investment Partners IV, LP
• Aterian Investment Partners IV-A, LP (together with Aterian Investment Partners
IV, LP, “Fund IV”)
Interests in the Funds are privately offered to qualified investors in the United States and
elsewhere. The Funds invest through negotiated transactions in operating entities, generally
referred to herein as “portfolio companies.” Aterian’s investment advisory services to Funds
consist of identifying and evaluating investment opportunities, negotiating the terms of
investments, managing and monitoring investments and ultimately selling such investments.
Investments are made predominantly in non-public companies, although investments in public
companies are permitted in certain instances. Where such investments consist of portfolio
companies, the senior principals or other personnel of Aterian expect to serve on such portfolio
companies’ respective boards of directors or otherwise act to influence control over management
of portfolio companies held by Funds.
Aterian’s advisory services for each Fund are detailed in the applicable offering
memorandum (each, a “Memorandum”), investment management agreement (the
“Management Agreement”), agreements of limited partnership (each, a “Limited Partnership
Agreement” and, together with any relevant Memorandum and Management Agreement, the
“Governing Documents”) and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” Investors in Funds
(generally referred to herein as
“investors” or “limited partners”) participate in the overall investment program for the applicable
Fund, but in certain circumstances are excused from a particular investment due to legal,
regulatory or other applicable constraints pursuant to the Governing Documents; for the
avoidance of doubt, such arrangements generally do not and will not create an adviser-client
relationship between Aterian and any investor. The Funds or Aterian expect 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 a Fund’s Governing Documents,
including provisions relating to the Management Fee (as defined below), if any, and
distributions.
Additionally, as permitted by the relevant Limited Partnership Agreement, Aterian is
permitted to provide (or agree to provide) certain current or prospective investors or other
persons, including other sponsors, market participants, finders, consultants and other service
providers, portfolio company management or personnel, Aterian’s personnel and/or certain other
persons associated with Aterian and/or its affiliates (to the extent not prohibited by the applicable
Limited Partnership Agreement), co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to invest in certain portfolio companies alongside a Fund. Such
co-investments are expected to involve investment and disposal of interests in the applicable
portfolio company at the same time and on the same terms as the Fund making the investment,
subject to certain exceptions set forth in the Governing Documents of such Fund. However, for
strategic and/or other reasons, a co-investor (or co-invest vehicle) may purchase 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 the 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 Aterian’s sole discretion, Aterian 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
(including charges or reimbursements required pursuant to applicable law). However, to the
extent any such amounts are not so charged or reimbursed, they generally will be borne by the
relevant Fund.
As of December 31, 2023, Aterian managed approximately $2.2 billion in client assets on
a discretionary basis. The Management Company is principally owned by Brandon Bethea,
Michael Fieldstone and Christopher Thomas (the “Principals”).