ADVISORY BUSINESS
General Description of Advisory Firm
MSD Partners, L.P. (the “Adviser”) is an investment firm focused on maximizing long-term
capital appreciation across its core areas of investing expertise – Private Credit, Real Estate
Equity and Growth Equity – while still managing legacy private capital investments. It was
founded in 2009 by principals of MSD Capital, L.P., the family office that was established in
1998 to exclusively manage the capital of Dell Technologies, Inc.’s founder and Chief
Executive Officer, Michael Dell, and his family. The Dell family office has since been
reestablished under the name DFO Management, LLC (“DFO Management”). Michael Dell is
a substantial investor in certain Clients (as defined below) managed by the Adviser, but neither
controls nor is involved in the day-to-day management of the Adviser. The Adviser is registered
as an investment adviser with the SEC.
In January 2023, in connection with the business combination of the Adviser and BDT &
Company Holdings, L.P., which was renamed BDT & MSD Holdings, L.P., (“BDT & MSD
Holdings”), the Adviser became a subsidiary of BDT & MSD Holdings and an affiliate of BDT
Capital Partners, LLC (“BDT Capital”), an SEC-registered investment adviser, and BDT &
MSD Partners, LLC (“BDT & MSD”), an SEC-registered broker-dealer and member of the
Financial Industry Regulatory Authority (“FINRA”). The direct owners of the Adviser are
MSD Partners (GP), LLC and BDT & MSD Holdings. Except where otherwise noted,
references herein to the Adviser do not include BDT Capital or any general partner, managing
member or similar entity with respect to clients of BDT Capital.
Description of Advisory Services
The Adviser provides investment management services to its advisory clients, which comprise
various private funds, including pooled investment vehicles and single investor funds,
separately managed accounts and MSD Investment Corp., an investment vehicle that has
elected to be treated as a business development company under the Investment Company Act
of 1940, as amended (the “Investment Company Act”) (each, a “Client” and collectively,
“Clients”). The Adviser’s investment advisory services
consist of investigating, identifying and
evaluating investment opportunities, structuring, negotiating and making investments on behalf
of its Clients, managing and monitoring the performance of such investments and disposing of
such investments. The Adviser generally serves as the investment adviser to its Clients on a
discretionary basis.
The advisory relationship between each Client and the Adviser is governed by their respective
investment management agreement (each, a “Management Agreement”). Investment advice is
provided directly to Clients and not individually to the limited partners or members (hereinafter
together referred to collectively as “investors”) in Clients. Investment restrictions for Clients,
including investment objectives and guidelines, if any, are set forth in each Client’s governing
documents, which include, but are not limited to, the applicable private placement
memorandum, prospectus, limited partnership agreement, limited liability agreement,
Management Agreement or side letter (such documents collectively, “Governing Documents”).
All discussions of the Clients in this Brochure – including, but not limited to, their investments,
the strategies used in managing the Clients, the fees and other costs associated with an
investment in the Clients, the risks associated with making an investment in the Clients, and
conflicts faced by the Adviser and its affiliates in connection with managing the Clients – are
qualified in their entirety by reference to each Client’s respective Governing Documents.
Moreover, the Adviser has and will enter into agreements, such as side letters, with certain
underlying investors that in certain cases will provide for terms of investment or access to
information that are more favorable than the terms provided to other underlying investors of
the same Clients.
The Adviser does not participate in wrap fee programs.
As of December 31, 2023, the Adviser had approximately $20,263,321,799 billion in assets
under management on a discretionary basis and $3,853,612,158 in assets under management
on a non-discretionary basis. This amount reflects regulatory assets under management as
calculated in Part 1 of our Form ADV.