Hudson Bay Capital Management LP (“Hudson Bay Capital”)
1, a Delaware limited
partnership, is an alternative asset management firm founded in 2005 by Sander Gerber.
Mr. Gerber is Hudson Bay Capital’s principal owner and the managing member of Hudson
Bay Capital’s general partner.
Hudson Bay Capital provides investment management services on a discretionary basis to
privately offered investment vehicles (each a “Fund” and collectively, the “Funds”). In
addition to the Funds, Hudson Bay Capital acts as a sub-advisor to SALI Fund
Management, LLC with respect to the Hudson Bay Insurance Dedicated Fund Series of the
SALI Multi-Series Fund V, L.P. (the “Hudson Bay IDF”). The only investors eligible to
invest in the Hudson Bay IDF are segregated accounts (“Separate Accounts”) of insurance
companies that meet certain regulatory requirements (“Insurance Company Investors”) and
insurance dedicated funds whose sole investors are Insurance Company Investors
(collectively, “Eligible Investors”). The Separate Accounts fund certain variable life and
variable annuity contracts issued by the Eligible Investors to insurance policy owners. The
Hudson Bay IDF invests a substantial portion of its assets in the Funds. In the future,
Hudson Bay Capital may provide the same or similar services to separately managed
accounts (such accounts, together with the Funds and the Hudson Bay IDF, referred to
herein as the “Clients”).
Hudson Bay Capital’s main office is located in Greenwich, Connecticut. The office of
Hudson Bay Capital’s affiliate, Hudson Bay Capital UK LLP (“HBC UK”), is located in
London, United Kingdom. HBC UK’s advisory personnel have been seconded to
Mirabella Financial Services LLP (“Mirabella”), which serves as a sub-manager to Hudson
Bay Capital with respect to certain Funds. Mirabella is authorized and regulated by the
Financial Conduct Authority. Hudson Bay Capital also has office locations in Florida and
New York.
The Funds managed by Hudson Bay Capital are generally structured in a “master-feeder”
format whereby feeder fund investable capital is invested directly or indirectly into
investment vehicles through which Hudson Bay pursues its investment strategies. Hudson
Bay Capital advises Funds pursuing a variety of investment objectives and employing
different strategies including, credit, fundamental equities, convertibles, event and
mergers, and volatility. As more specifically described in Item 8—Methods of Analysis,
Investment Strategies and Risk of Loss, the master-feeders managed by Hudson Bay
Capital are: (i) the multi-strategy Funds (“Multi-Strat Funds”), (ii) the capital structure
strategy Funds, which focus on convertible and other equity-linked and related
investments, as well as other debt (“Capital Structure Funds”), and (iii) the Funds focused
on investments in publicly traded securities, such as units, common stock, warrants and
occasionally rights, issued by special purpose acquisition companies (“SPACs”) as well as
SPAC sponsor equity instruments (“SPAC Funds”). The SPAC Funds are currently in the
process of being wound down. As sub-advisor, Hudson Bay Capital intends to manage the
1 References herein to Hudson Bay Capital, include Hudson Bay Capital’s affiliates, where appropriate.
Hudson Bay IDF in a manner such that it has substantially the same exposure as the Multi-
Strat Funds.
All discussions of the Funds in this Brochure, including but not limited to their investments,
the investment strategies used in managing the Funds, the fees and other costs associated
with an investment in the Funds, and the conflicts of interest faced by Hudson Bay Capital
in connection with the management of the Funds, are qualified in their entirety by reference
to each Fund’s respective confidential private placement memorandum and governing
documents (referred to collectively as the “Operative Documents”).
Availability of Customized Services for Individual Clients
Side Letters
The Funds and, in certain cases, Hudson Bay Capital, have discretion to waive or modify
the application of, or grant special or more favorable rights with respect to, the terms or
provisions applicable to investment in the Funds to the extent permitted by applicable law.
Such terms may relate to certain withdrawal rights, fees and expenses, portfolio level
information rights or different participation in profits and losses of certain securities or
other matters (“Favorable Terms”). To effect such waivers or modifications or the grant
of any special or more Favorable Terms, the Funds may create additional classes, sub-
classes, tranches or series of interests for certain investors or Hudson Bay Capital may
establish additional feeder funds that provide for these differing rights, without providing
notice to, or receiving consent from, the investors. Certain of such waivers, modifications
or grants of special or more Favorable Terms may also be, and have been, effected by the
Funds and/or Hudson Bay Capital through side letters.
In addition, certain investors have Favorable Terms that Hudson Bay Capital deems
necessary for them in order to accommodate their investment in the Funds. For example,
the Hudson Bay IDF is subject to certain regulatory requirements that require liquidity
upon the occurrence of specific events (e.g., to meet a death claim relating to an insurance
policy exposed to the Hudson Bay IDF) in order to meet its obligations to pay underlying
policyholders.
Although certain investors may invest with different material terms, the Funds and Hudson
Bay Capital will only offer such terms if they believe other investors will not be materially
disadvantaged. The Funds or Hudson Bay Capital, as applicable, may create additional
classes, sub-classes, tranches or series of interests and enter into side letters without notice
to, or consent of, other investors. Certain side letters may enable certain investors to
receive reports and have access to information regarding the Funds’ portfolio that might
only be available to other investors upon direct request from such investor. Accordingly,
certain investors may be privy to certain information regarding the Funds that may not be
available to other investors and such investors may make investment decisions with respect
to their investment in the Funds based on such information, including requesting
redemptions or withdrawals.
Waiver/Modification of Fees/Performance Allocations
Hudson Bay Capital reserves the right to reduce, waive or calculate differently the
management fee and/or performance allocation with respect to any investor (and has done
so on occasion), including, without limitation, investors that are: (i) present or former
employees or principals of Hudson Bay Capital (“Hudson Bay Insiders”); (ii) a member of
the immediate family of any Hudson Bay Insider; (iii) any fund or account managed by
Hudson Bay Capital for the principal use of any of the foregoing persons described in
clauses (i) or (ii); or (iv) a trust or other entity established for the benefit of any Hudson
Bay Insider or any member of the immediate family of any Hudson Bay Insider (any of the
foregoing, a “Hudson Bay Party” and collectively, the “Hudson Bay Parties”). Currently,
Hudson Bay Parties invested directly in the Funds are not charged a management fee and
are not subject to a performance allocation or are subject to a reduced performance
allocation. By means of individually-negotiated arrangements, certain investors pay a
reduced management fee in exchange for what Hudson Bay Capital deems a substantial
investment and reduced liquidity.
Individual Investor Investment Restrictions
Certain Multi-Strat Fund investors (“SRI Investors”) that are subject to a “socially
responsible” or other investment mandate which precludes them from participating in
profits or losses attributable to certain securities and other investments (“Restricted
Investments”) of companies (“Restricted Companies”) have entered into side letter
agreements whereby Hudson Bay Capital uses reasonable efforts to allocate profits and
losses attributable to such Restricted Companies away from the SRI Investors’ interests or
shares (the “SRI Shares”) and to other investors (“non-SRI Investors”) who are not SRI
Investors (the “Restricted Investment Reallocation”). In cases where a single investment
thesis or idea is manifested through a group of positions, including related hedges, one of
which is an investment in a Restricted Company, as a general matter, Hudson Bay Capital
will treat the entire group of investments as a Restricted Investment even if certain of the
positions in the group are not securities or other instruments of Restricted Companies. In
certain cases, where this general rule results in outcomes Hudson Bay Capital deems
suboptimal, alternate rules may be applied. Because Restricted Investments may include
hedges (internal and otherwise) in Hudson Bay Capital’s discretion, the Restricted
Investments Reallocation may result in a different allocation of profits and losses to the
SRI Investors and the non-SRI Investors than would have occurred had there been no
hedges (internal or otherwise). Hudson Bay Capital retains complete discretion in
determining the methodology used to determine the Restricted Investments Reallocation.
Although SRI Investors will not participate in the profits and losses attributable to a
Restricted Investment, they will bear a pro rata portion of expenses incurred by the Funds
in connection with any such Restricted Investment. An SRI Investor, like any excluded
investor, will have different investment returns than an investor that participates fully in a
Fund’s investments.
Shares and/or interests of the Multi-Strat Fund may be adversely (or positively) affected
by Hudson Bay Capital’s compliance with the specific investment criteria applicable to the
SRI Shares to the extent such investment criteria cause the other shares and/or interests to
have different exposures and weightings than would otherwise be applicable to the Multi-
Strat Funds’ portfolio in the absence of the SRI Shares.
Wrap Fee Programs
Hudson Bay Capital does not participate in a wrap fee program.
Assets Under Management
As of December 31, 2022, Hudson Bay Capital managed Funds with a collective net asset
value of approximately $18,649,216,000 all on a discretionary basis.