Stonepeak Partners LP (“Adviser” or “Stonepeak”) is a limited partnership formed under the laws
of Delaware. The Adviser and (i) Stonepeak Advisors LLC (“Stonepeak Advisor I”), Stonepeak
Advisors II, LLC (“Stonepeak Advisor II”), Stonepeak Advisors III LLC (“Stonepeak Advisor
III”), Stonepeak Advisors IV LLC (“Stonepeak Advisor IV”) and Stonepeak Advisors V LLC
(collectively with Stonepeak Advisor I, Stonepeak Advisor II, Stonepeak Advisor III and
Stonepeak Advisors IV, “Stonepeak Infrastructure”); (ii) Stonepeak Global Renewables Advisor
LLC (“Stonepeak Renewables I”) and Stonepeak Global Renewables Fund II Advisors LLC
(collectively with Stonepeak Renewables I, “Stonepeak Renewables”); (iii) Stonepeak Asia Fund
Advisors LLC (“Stonepeak Asia”); (iv) Stonepeak Core Fund Advisors LLC (“Stonepeak Core”);
(v) Stonepeak Opportunities Fund Advisors LLC (“Stonepeak Opportunities”); (vi) Stonepeak
Credit Advisors LLC (“Stonepeak Credit”); (vii) Stonepeak Digital Infrastructure Advisors LLC
(“Stonepeak Digital Infra”); (viii) Stonepeak Real Estate Advisors LLC (“Stonepeak Real Estate”);
(ix) Stonepeak Cologix Fund Advisors LLC, (x) Stonepeak Omni Advisors LLC, (xi) Stonepeak
Zeno Advisors LLC and (xii) Stonepeak Advisors Holdings LLC (each, a “Relying Adviser”, and
collectively, the “Relying Advisers,” and together with the Adviser, the “Advisers” or the
“Stonepeak Advisors”) collectively provide direct and indirect investment advisory services to
private fund clients (each, a “Fund Client” or a “Stonepeak Fund”, and collectively, the “Fund
Clients” or the “Stonepeak Funds”) and/or one or more separately managed accounts (each, an
“SMA Client”, and collectively, the “SMA Clients”). Where the context requires, references herein
to “Fund Clients” and “Stonepeak Funds” will be deemed to include the applicable SMA Clients.
As such, the Advisers are together filing a single Form ADV. Where the context requires,
references herein to the “Adviser” will be deemed to include the applicable Relying Advisers.
Stonepeak has been in business since March 2011 and is under the direction of Mr. Michael Dorrell
by virtue of his sole ownership of Stonepeak Partners LLC, the general partner of Stonepeak
(“Stonepeak Partners GP”) and by virtue of his status as an indirect limited partner of Stonepeak.
Mr. Dorrell, as Chairman, Chief Executive Officer and Co-Founder of Stonepeak, together with
Mr. Jack Howell and Mr. Luke Taylor, as co-Presidents of Stonepeak, are responsible for all day-
to-day operations and management decisions of Stonepeak. Certain Stonepeak employees are also
indirect limited partners of Stonepeak and entitled to a portion of its profits.
The Advisers provide investment advisory (discretionary) services exclusively for Fund Clients
and operate mainly across the following segments:
(i) Stonepeak Infrastructure, which primarily focuses on privately negotiated, control and
control-oriented large-scale core-plus / value-add equity investments in infrastructure categories
(for both operating companies and assets) in North America using a broad variety of investment
types and transaction structures.
(ii) Stonepeak Renewables, which primarily focuses on privately negotiated, control and
control-oriented investments across the renewable energy sector, including, but not limited to,
solar, wind, hydro, distributed energy and energy-storage projects in member countries of the
Organization for Economic Co-operation and Development or any successor organization thereto
(“OECD Countries”) and other select similarly developed markets using a broad variety of
investment types and transaction structures.
(iii) Stonepeak Asia, which primarily focuses on privately negotiated, control and control-
oriented core-plus / value-add equity investments in infrastructure categories (for both operating
companies and assets) in the Asia Pacific using a broad variety of investment types and transaction
structures.
(iv) Stonepeak Core, which primarily focuses on a diversified core infrastructure private equity
investment strategy in OECD Countries and select similarly developed markets using a broad
variety of investment types and transaction structures.
(v) Stonepeak Opportunities, which primarily focuses on investments in middle-market
companies in OECD Countries (with a strong focus on North America and Europe) within key
focus sectors in which Stonepeak has significant experience and expertise – digital infrastructure,
energy transition, transportation & logistics and social infrastructure – using a broad variety of
investment types and transaction structures.
(vi) Stonepeak Credit, which primarily focuses on non-control secondary and originated bonds,
loans, and other credit instruments, in each case in infrastructure investment categories.
(vii) Stonepeak Digital Infra, which primarily focuses on (i) privately-negotiated equity and
equity-related investments in digital infrastructure primarily in OECD Countries and (ii) debt
investments in digital infrastructure assets and businesses and related companies primarily in
OECD Countries.
(viii) Stonepeak Real Estate, which primarily focuses on privately negotiated, control and
control-oriented investments (taking into account its relevant target characteristics and investment
limitations) in real estate investments that are primarily located in North America using a broad
variety of investment types and transaction structures.
The services provided by the Advisers include: identification and evaluation of prospective
investments for Fund Clients, negotiation and consummation of the acquisition and financing of
debt and equity securities, monitoring, directing management teams of portfolio investments,
providing strategic input to portfolio investments and performing administrative services for Fund
Clients under an investment advisory agreement with each Fund Client. The Advisers work also
alongside business executives who have been retained specially for their deep operating experience
in infrastructure sectors relevant to the Advisers’ investment thesis (the “Operating Partners”) (see
“Item 5 – Fees and Compensation” for more information on the Operating Partners) and network
of contacts in an effort to generate off-market deal flow and conduct due diligence.
The Advisers provide investment advisory services to their Fund Clients pursuant to the terms of
an investment advisory agreement with each Fund Client. Each investment advisory agreement
tailors the advisory services provided to each Fund Client in a manner consistent with the
investment objectives, limitations and manner of operation provided for in the private offering
documentation and limited partnership agreement for the respective Fund Clients. These
limitations
often include:
• Diversification requirements: limitations are often placed on the aggregate percentage
of capital commitments that may be invested in any one investment.
• Geographic limitations: limitations are often placed on the aggregate percentage of
capital commitments that may be invested in certain geographic locations.
• Open market transactions: limitations are often placed on the aggregate percentage of
capital commitments that may be used to purchase open market securities.
• Transactions with portfolio companies of other Fund Clients: limitations are often
placed on the ability to acquire the debt of a portfolio company of another Fund Client.
The Adviser does not participate in wrap fee programs in providing portfolio management
services.
Stonepeak has established separate investment committees for the Stonepeak Funds, and such
investment committees are generally responsible for making all major investment decisions in
respect of the Stonepeak Funds. Stonepeak has established, and may in the future continue to
establish, one or more other committees and/or sub-committees with respect to a Stonepeak Fund’s
investment activities. For information related to the composition of a particular Stonepeak Fund’s
investment committee, please review that Stonepeak Fund’s confidential private placement
memorandum and Part 2B of Stonepeak’s Form ADV.
TIAA-Stonepeak Investments II, LLC, a Delaware limited liability company (“TIAA Advisor
Investor”), owns a minority interest of Stonepeak Advisors Holdings LLC, a Delaware limited
liability company (“SAH”) as a member thereof, a minority interest of Stonepeak GP Holdings
LP, a Delaware limited partnership (“Stonepeak GP Holdings I”), as a limited partner thereof, a
minority interest of Stonepeak GP Holdings II LP, a Delaware limited partnership (“Stonepeak GP
Holdings II”), as a limited partner thereof and a minority interest of Stonepeak GP Holdings III
LP, a Delaware limited partnership (“Stonepeak GP Holdings III” and, together with Stonepeak
GP Holdings I and Stonepeak GP Holdings II, “Stonepeak GP Holdings”) as a limited partner
thereof. Stonepeak GP Holdings I is the sole member of the general partner of Stonepeak Fund I
(as defined herein) (“Stonepeak GP I”). Stonepeak GP Holdings II is the sole member of the
general partner of Stonepeak Fund II (as defined herein) (“Stonepeak GP II”). Stonepeak GP
Holdings III is the sole member of the general partner of Stonepeak Fund III (as defined herein)
(“Stonepeak GP III”). Through its interests in SAH, Stonepeak GP Holdings I, Stonepeak GP
Holdings II and Stonepeak GP Holdings III, TIAA Advisor Investor has indirect interests in
Stonepeak Advisors I, Stonepeak GP I, Stonepeak GP II and Stonepeak GP III, respectively. TIAA
Advisor Investor has no ownership interest in Stonepeak or Stonepeak Partners GP. TIAA Advisor
Investor is an affiliate of Teachers Insurance and Annuity Association, a stock life insurance
company (“TIAA”).
In addition, in November 2018, Stonepeak entered into a preferred equity financing transaction
with certain private investment funds affiliated with Landmark Equity Advisors, LLC
(collectively, “Landmark”) pursuant to which Landmark is entitled to receive, indirectly vis-à-vis
their limited partnership interests in Stonepeak Investment Holdings LP (the “SIH SPV”), a
Delaware limited partnership controlled by an affiliate of the Adviser, repayment proceeds
representing less than 10% of the management fee income from the Adviser and less than 25% of
the carried interest with respect to each of Stonepeak Fund I, Stonepeak Fund II and Stonepeak
Fund III, as well as proceeds from other investments (including, direct or indirect investments in
Stonepeak Funds) acquired by the SIH SPV with proceeds from the financing transaction (if any),
until such time as the repayment and/or return conditions have been met pursuant to the terms of
the governing documents of the SIH SPV.
Furthermore, on June 28, 2023, Stonepeak accepted a minority investment from investment
vehicles managed by Blue Owl Capital Inc.’s GP Strategic Capital platform (formerly known as
Dyal Capital) (“Blue Owl”), a capital provider for institutional alternative asset managers, pursuant
to which Blue Owl is entitled to receive less than 15% of the fee income of the Adviser (including
management fee income and other income generated from the acquisition, ongoing advisory and
transaction fees received by the Adviser in connection with investments by its Fund Clients) and
less than 15% of the carried interest with respect to each Fund Client. Blue Owl has no control
over the day-to-day operations or investment decisions of Stonepeak as they relate to the Fund
Clients, but does have certain customary minority protection rights.
Stonepeak and its relying advisers collectively manage assets on a discretionary basis in the
amount of $60,700,123,808 as of December 31, 2023. The Adviser does not manage any assets on
a non-discretionary basis.
Stonepeak Capital Markets
In 2023, Stonepeak launched (i) Stonepeak Capital Holdings LLC (f/k/a Stonepeak Finance
Holdings LLC), a non-securities-related capital markets business affiliated with Stonepeak
(“Stonepeak Financial”), the primary focus of which is to, among other things, arrange, place,
underwrite, originate and syndicate loans, and a securities-related capital markets business, and
(ii) Stonepeak Securities (as defined below) (together with Stonepeak Financial and certain
affiliates thereof, “Stonepeak Capital Markets”), the primary focus of which is to, among other
things, arrange, place, underwrite, originate and syndicate securities, including underwriting
private offerings and participating in the underwriting syndicate for public offerings. Stonepeak
Capital Markets also acts as an advisor to Stonepeak Funds and/or their respective portfolio
companies in connection with facilitating mergers and acquisitions, financial restructurings, asset
sales, divestitures and other business combination transactions. In conducting securities
underwriting, Stonepeak Securities will generally act as an initial purchaser or placement agent on
a best-efforts basis. Stonepeak Securities does not expect to act as the lead underwriter and in most
instances would expect to join the underwriting syndicate at the invitation of the issuer or lead
underwriter and engage on a passive basis. In connection with the foregoing, an affiliate of
Stonepeak, Stonepeak Securities LLC (“Stonepeak Securities”), has received the approval of the
SEC and Financial Industry Regulatory Authority (“FINRA”) for broker-dealer registration and
FINRA membership to engage in the foregoing services. Please see Item 10 for additional
information regarding Stonepeak Capital Markets.