ADVISORY BUSINESS
A. General Description of Advisory Firm
JANA Partners Management, LP (“JANA”, “Adviser,” “we,” “us,” or “our”) is a Delaware limited
partnership headquartered in New York City. JANA, through its previous affiliate JANA Partners
LLC, has been in business since April 2001. Barry Rosenstein serves as the Founder & Executive
Chairman of JANA, and Scott Ostfeld serves as the Managing Partner of JANA.
Cannae Holdings, Inc, a publicly traded company listed on the New York Stock Exchange (ticker:
CNNE), through its affiliate Cannae Holdings, LLC (collectively, “Cannae”) holds a passive
minority interest in JANA and JANA Partners Capital LLC (the “Funds General Partner”), an
affiliate of JANA. Please see Item 10, “Other Financial Industry Activities and Affiliations” below
for additional information related to Cannae.
B. Description of Advisory Services
JANA provides Investment Advisory Services (as defined below) on a discretionary basis to the
following private investment vehicle and managed account clients:
• JM IV, L.P., JANA Strategic Investment Fund VIII, L.P., JANA Strategic
Investment Fund IX, L.P., JANA Special Situations Investments LLC, and JANA
Special Situations Investments II, LLC, as well as other investment vehicles and
managed accounts which pursue identical or substantially similar strategies (the
“Drawdown Funds”);
• JANA Strategic Investments Benchmark Fund, L.P. and JANA Strategic
Investments Benchmark Offshore Fund, Ltd., both of which invest in JANA
Strategic Investments Benchmark Master Fund, L.P. and any related co-investment
vehicles (the “Benchmark Funds”); and
• Funds, investment vehicles and managed accounts that pursue other strategies,
including but not limited to proprietary accounts and co-investment vehicles (the
“Other Accounts”).
JANA or an affiliate of JANA may also serve as investment manager, investment advisor, advisor,
sub-advisor and/or in a similar capacity to other funds, investment vehicles, managed accounts and
non-discretionary accounts whose investment programs are substantially similar to, overlap with,
or are different from the Investment Advisory Services JANA provides on a discretionary basis.
As used herein, the terms “Client” or “Client Account” refer to the Drawdown Funds, the
Benchmark Funds, and the Other Accounts and to any other private investment vehicles and
managed accounts JANA may advise in the future.
As an investment adviser, we source potential investments, conduct research and due diligence on
potential investments, structure investments, and monitor investments on behalf of our Clients.
We also provide certain administrative services to Clients or arrange for such services to be
provided by a third party. We refer to all of these services as “Investment Advisory Services.” We
generate all of our advisory fees from Investment Advisory Services.
Client assets are managed on a discretionary basis according to the stated investment objectives
and policies of each Client. We have the authority and responsibility to formulate the investment
strategy on behalf of our Clients, including deciding which securities to buy and sell, when to buy
and sell, and in what amounts.
We do not limit the types of Investment Advisory Services we offer and there are no material
limitations on the types
of securities in which we may invest or advise on behalf of our Clients.
We may invest in any security and any sector of the market to carry out the overall objectives of
our Clients. We have flexibility to create or organize (alone or in conjunction with others), or
otherwise utilize special purpose subsidiaries or other special purpose investment vehicles, swaps
or other derivatives or structured products. The foregoing is subject to the provisions of any
relevant investment management agreement or similar agreement (“IMA”), offering memorandum,
or organizational documents (together with the IMA and the offering memorandum, the “Offering
Documents”).
This Brochure generally includes information about JANA and its relationships with its Clients
and affiliates. While much of this Brochure applies to all such Clients and affiliates, certain
information included herein applies to specific Clients or affiliates only.
This Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities.
The securities of certain Clients are offered and sold on a private placement basis under
exemptions promulgated under the Securities Act of 1933, as amended, and other exemptions of
similar import under U.S. state laws and the laws of other jurisdictions where any offering may be
made. Investors in our Clients must meet the qualifications set forth in the applicable Offering
Documents. Persons reviewing this Brochure should not construe this as an offer to sell or
solicitation of an offer to buy the securities of any of the Clients described herein. Any such offer
or solicitation will be made only by means of a confidential private placement memorandum.
C. Tailored Advisory Services for Client Accounts
JANA’s Offering Documents provide detailed descriptions of each Client’s investment objectives
and may contain investment guidelines, policies or restrictions specific to such Client Account.
The Drawdown Funds and the Benchmark Funds hold investments that follow an active
shareholder engagement strategy. JANA intends for the Drawdown Funds and the Benchmark
Funds to hold similar investments, to the extent practicable, subject to investment guidelines, tax,
regulatory, and other considerations which may cause investments to differ. The Drawdown Funds
consist of dedicated, non-commingled drawdown investment vehicles. The Benchmark Funds
currently offer series A ("Series A"), series A-1 (“Series A-1” and, together with Series A, “Series
A/A-1”), series B ("Series B"), and series B-1 (“Series B-1” and together with Series B, “Series
B/B-1”) pursuant to the applicable Offering Documents. While the investment program for Series
A/A-1 and Series B/B-1 are generally the same (other than with respect to net cash holdings, as
described in Item 8, "Methods of Analysis, Investment Strategies, and Risk of Loss" below), each
series shall be treated as separate and distinct Clients or Client Accounts for allocation, investment
and accounting purposes.
D. Wrap Fee Programs
We do not participate in any wrap fee programs.
E. Assets Under Management
As of December 31 2023, JANA had approximately $1,837,242,000 in regulatory assets under
management, all managed on a discretionary basis.