A. Describe your advisory firm, including how long you have been in business. Identify your
principal owner(s).
KSL Advisors, LLC d/b/a KSL Capital Partners (together with its fund general partners (unless
otherwise specified), “KSL Advisors”) was founded in 2005 by Michael S. Shannon and Eric C.
Resnick, who currently serve as the firm’s Chairman and Chief Executive Officer (“CEO”),
respectively, with Peter McDermott and Steven Siegel as two of the firm’s initial partners. KSL
Advisors is owned and controlled by Mr. Resnick. More information about the ownership of KSL
Advisors may be found in our Form ADV Part 1, Schedule A.
We are a private equity firm specializing in travel and leisure enterprises in the following sectors:
hospitality, recreation, clubs, real estate and travel services. KSL Advisors provides discretionary
investment advisory and other services through affiliated entities (“Affiliates,” and together with KSL
Advisors, “KSL,” “we,” or “us”) to (i) certain private equity funds sponsored and managed by KSL
(each such private equity fund, an “Equity Fund” and collectively, the “Equity Funds”), (ii) certain
credit funds sponsored and managed by KSL (each such credit fund, a “Credit Fund” and collectively,
the “Credit Funds”) and (iii) certain tactical opportunities funds sponsored and managed by KSL (each
such tactical opportunities fund a “TacOpps Fund” and collectively the “TacOpps Funds”) (each of
the Equity Funds, Credit Funds and TacOpps Funds, a “Fund” and collectively, the “Funds”). We
also provide investment advisory services to Co-Investment Vehicles and a small number of fund-of-
one clients, which have been established to meet the investment requirements of certain large,
institutional investors (collectively, “Individual Mandates”). For more information about the Funds
we manage, please see Form ADV Part 1, Schedule D, Section 7.B.(1).
Each Fund and Individual Mandate is managed by a general partner, which has the authority to make
investment decisions on behalf of such Fund. Each general partner is deemed registered under the
Investment Advisers Act of 1940, as amended (“Advisers Act”) pursuant to KSL Advisors’
registration, in accordance with SEC guidance. This brochure also describes the business practices of
each general partner, which operate as a single advisory business together with KSL Advisors and
share common owners, officers, partners, employees, consultants, third-party professionals, operating
partners or persons occupying similar positions. The general partners do not have employees of their
own. Each general partner has contracted with KSL Advisors or an Affiliate for day-to-day
management of the Funds. For more information about the general partners of each Fund, please see
our Form ADV Part 1, Schedule D, Section 7.A.
B. Describe the types of advisory services you offer. If you hold yourself out as specializing
in a particular type of advisory service, such as financial planning, quantitative analysis,
or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
We provide investment advisory services as a manager to the Funds. KSL specializes in investing in
travel and leisure businesses, including in the hospitality, recreation, clubs, real estate and travel
services sectors. Our Equity Funds typically pursue transactions where we control the investment
through whole ownership, joint venture or participating debt or preferred equity investments; the
Credit Funds pursue performing debt investments not intended to result in control of the underlying
assets, or that have return profiles lower than those of the Equity Funds, that are below 75% loan-to-
value; and the TacOpps Funds pursue equity and debt investments in assets we believe are
mispriced
or other tactical opportunities within the space between the other two mandates (e.g., (i) equity
investments that are not intended to result in control or have return profiles lower than those of the
Equity Funds and (ii) debt investments at or above 75% loan-to-value or where we believe there is a
path to a restructuring event, such as distressed debt, debt of reorganizing companies or debt of
companies going through bankruptcy, foreclosure or other workout, etc.). Individual Mandates can
be established to make investments similar to the Funds, though differences in the underlying
investment opportunities limit concerns about opportunity allocation, as discussed in more detail
under Item 8.
As part of our activities on behalf of our clients, we:
• Originate, recommend, structure, and identify sources of capital;
• Monitor, evaluate, and make recommendations regarding the timing and disposition of
investments; and
• Provide other related services.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual needs
of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
The advisory services provided to our Funds are typically not specifically tailored to the individual
needs of investors in the Funds; the investment advice and authority for each Fund are tailored to the
investment objectives of that Fund. These objectives are described in the private placement
memorandum, limited partnership agreement, investment advisory agreement, side letters and other
governing documents of the relevant Fund (collectively, the “governing documents”).
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities. Investors in the Funds participate in the overall investment program for the applicable
Fund but may be excused from a particular investment due to legal, regulatory or other applicable
constraints, pursuant to the terms of the applicable governing documents. KSL has entered into side
letters with or similar written agreements with certain investors that have the effect of establishing
rights under or altering or supplementing a Fund’s governing documents. Such rights may include,
but are not limited to, co-investment rights and preferences, notification provisions, reporting
requirements and “most favored nations” provisions, among others. These rights, benefits or
privileges are not always made available to all investors nor in some cases are they required to be
disclosed to all investors. Side letters are typically negotiated at the time of the relevant investor’s
capital commitment, and once invested in a Fund, investors generally cannot impose additional
investment guidelines or restrictions on such Fund.
Individual Mandates, however, are established to meet the specific requirements and restrictions of
the underlying investor for whom the mandate was created. At the outset of the advisory relationship,
all requirements and restrictions are established and memorialized in the governing documents of the
Individual Mandate.
D. If you participate in wrap fee programs by providing portfolio management services, (1)
describe the differences, if any, between how you manage wrap fee accounts and how you
manage other accounts, and (2) explain that you receive a portion of the wrap fee for your
services.
We do not participate in any wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-discretionary
basis. Disclose the date “as of” which you calculated the amounts.
As of December 31, 2022, we had approximately $20,964,360,558 in regulatory assets under
management, $17,122,937,828 of which is managed on a discretionary basis and $3,841,422,730 of
which is managed on a non-discretionary basis.