For purposes of this brochure, unless otherwise noted or made clear by the context, “L Catterton” means
each of Catterton Management Company, L.L.C. (“CMC”) and Catterton Latin America Management Co.
(“CLAM”). As used in this brochure, “we,” “us” and “our” refer to L Catterton and its investment advisory
business.
L Catterton is a Greenwich, Connecticut-based investment advisory firm founded in 1989. L Catterton
provides investment advice to a series of private investment funds regarding the selection, monitoring and
realization of private equity investments in middle-market consumer growth companies.
CMC provides investment advisory services to:
⋅ a series of affiliated buyout funds that focus on portfolio investments exceeding $75 million of
expected invested equity (“Buyout Funds”); and
⋅ a series of affiliated growth-oriented funds that focus on portfolio investments below $75 million
of expected invested equity (“Growth Funds”).
CLAM provides investment advisory services to:
⋅ a series of affiliated funds that focus on portfolio investments in companies in the South American,
Central American and Mexican consumer sector (“LatAm Funds”).
CMC and CLAM are registered as investment advisers under the Investment Advisers Act of 1940, as
amended (“Advisers Act”), and satisfy the requirements of filing an umbrella registration as set forth in
Form ADV’s General Instructions. For purposes of this brochure, and unless otherwise noted, CMC is the
filing adviser and CLAM is the relying adviser.
The Buyout Funds, Growth Funds, LatAm Fund, and any other funds managed, sponsored or advised by
CMC or CLAM, together with any parallel funds and alternative investment vehicles related thereto, are
collectively referred to herein as the “L Catterton Funds” or “our clients” and each individually as a “Fund.”
Where required by applicable regulation, the term “our clients” also includes special purpose vehicles that
we may form for tax, regulatory or other purposes in connection with specific portfolio investments
(“Special Purpose Vehicles”).
CMC is principally owned by L Catterton Management Limited (“LCML”), a limited company formed
under the laws of England and Wales. CLAM is a wholly-owned subsidiary of CMC. References herein
to L Catterton or LCML may, where the context so requires, be inclusive of activities performed solely
outside the United States by other direct or indirect subsidiaries of LCML. Additional disclosure about the
global activities of LCML are included in Sections 5, 10 and 11 of this brochure.
CMC and CLAM provide advisory services solely to the L Catterton Funds. The relationship between us
and each Fund is governed by the limited partnership agreement (or equivalent organizational document)
of such Fund (“Organizational Documents”), separate investment management agreements between L
Catterton and each Fund (each a “Management Agreement”), and/or side letters with investors (“Side
Letters”). Our advisory services are not tailored to individual investors in a Fund, but are provided in
accordance with the investment strategy of each L Catterton Fund, which is to participate in private equity
investments in middle-market consumer growth companies, including, without limitation, acquisitions,
management buyouts, recapitalizations and other investment activities within the investment objectives set
forth in the Organizational Documents for each Fund. Any investment restrictions on our advisory services
are imposed in the Organizational Documents or Management Agreements for a Fund or in Side Letters.
Side Letters refer to agreements that we or our affiliates have entered into with specific Fund investors
which have the effect of establishing rights under, or altering or supplementing, the terms of Organizational
Documents, in respect of the investor to whom such Side Letter is addressed. The terms of Side Letters
vary and include, but are not limited to, the following:
⋅ impose restrictions on participation in certain investments or types of investments made by the
Fund in accordance with the excuse provisions of the applicable Organizational Document;
⋅ provide access to information or impose additional notification or reporting requirements on the
general partner of the Fund;
⋅ provide consent to certain transfers or withdrawals by an investor;
⋅ provide different fee structures or other economic arrangements;
⋅ provide the right to serve on a Fund’s limited partner advisory committee or advisory board (herein
referred to as “Advisory Committee”);
⋅ provide confidentiality protections and disclosure rights;
⋅ limit indemnification obligations of an investor;
⋅ acknowledge an investor’s desire to be offered co-investment and/or secondary opportunities,
priority co-investment rights or targeted co-investment amounts;
⋅ provide rights or terms necessary in light of particular legal, public policy or regulatory
characteristics of an investor, including agreements to various sovereign
immunity, jurisdiction and
venue provisions applicable to certain governmental, sovereign, or other types of investors;
⋅ waive any requirements of investors to execute acknowledgements or other documents in
connection with any subscription line or other credit facility; and/or
⋅ otherwise provide benefits to certain investors not provided to investors in such Fund generally.
We expect to enter into additional Side Letters with investors in any future funds that may include similar
or different terms. We will not enter into a particular Side Letter if we determine that the provisions
contained in such Side Letter would be disruptive to the applicable Fund or its investment strategy. L
Catterton is likely to have its own economic and/or other business incentives to provide certain terms to
certain limited partners (e.g., based on commitment amount to a Fund or the timing thereof, the ability of a
limited partner to provide sourcing or other services including strategic benefit to L Catterton, its affiliates
and personnel or the Funds, or the potential to establish, recognize, strengthen or cultivate relationships that
have the potential to provide longer-term benefits to L Catterton, its affiliates and personnel, or the Funds).
Further, Side Letters may also relate to strategic relationships under which, for example, an investor agrees
to make commitments to multiple Funds. Disclosure of applicable Side Letter practices is made to investors
in accordance with the Organizational Documents of the applicable Fund.
L Catterton has in the past and may in the future enter into arrangements with investors or potential investors
that result in economic or other concessions that are more advantageous than those applicable to investors
in the Fund generally. In addition to economic concessions, these arrangements may provide other terms
different from and potentially more advantageous than terms offered to investors generally, including with
respect to participation in co-investment opportunities, and as a general matter, the other investors have no
recourse against a Fund, L Catterton, the relevant general partner or any of their affiliates in the event that
certain investors have received additional and/or different rights and/or terms as a result of such Side
Letters. Side Letters subject L Catterton to potential conflicts of interest, including in circumstances where
an investor’s right to serve on the relevant Fund’s Advisory Committee results in the investor receiving
additional information relative to other investors. Although L Catterton believes it to be unlikely, excuse
rights requested or received by one or more limited partners (or such regulatory, tax or other factors
applicable to such limited partners) representing a substantial percentage of a Fund have the potential to
create significant variations in limited partner investment returns, or to influence or affect the investment
strategy and pursuit of investment opportunities by the relevant general partner on behalf of the relevant
Fund as a whole.
Additionally, from time to time, as permitted by the applicable Organizational Documents, L Catterton is
permitted to provide investors in the Funds, as well as certain third party investors or other persons, co-
investment opportunities (including the opportunity to participate in co-invest vehicles) that will invest in
certain portfolio companies alongside a Fund. L Catterton has sole discretion in offering such investment
opportunities (through a co-invest vehicle or otherwise), and such investment opportunities typically will
be offered to some and not to other Fund, third party or other investors. Such co-investments typically
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. However, from time to time, for strategic and 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 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. For
additional information regarding co-investment opportunities and co-invest vehicles, please refer to Item 5
and Item 11(c).
The information provided above about the investment advisory services provided by L Catterton is qualified
in its entirety by reference to the Organizational Documents and the Funds’ subscription agreements.
As of December 31, 2022, we managed approximately $24,406,903,651 in regulatory assets under
management, all of which is managed on a discretionary basis.