Raine Capital LLC, a Delaware limited liability company, is an investment advisory firm
headquartered in New York, New York that was founded in 2009 by industry veterans Joseph Ravitch and
Jeffrey A. Sine. Raine Capital LLC is registered as an “investment adviser” under the Investment Advisers
Act of 1940, as amended (the “Advisers Act”). Raine also maintains offices in Los Angeles, San Francisco,
Hong Kong, London, Mumbai, Paris, Shanghai and Singapore. Registration does not imply a certain level
of skill or training.
Raine typically provides investment advisory services on a discretionary basis to certain closed-
end private investment funds and certain open-end private investment funds. Raine also provides
investment advisory services on a non-discretionary basis to certain persons who invest in certain portfolio
companies alongside the Raine Funds pursuant to a PVA (as defined below). Specifically, Raine primarily
provides investment advice to the Raine Funds as well as certain special purpose investment vehicles and/or
PVA Investors that may co-invest alongside the Raine Funds in the same portfolio companies in which the
Raine Funds invest. Raine also provides investment advisory services on a discretionary basis to individual
investors in Separately Managed Accounts (“SMAs”). The Raine co-investment vehicles (as defined below)
are formed, in Raine’s discretion, for the purpose of permitting (i) certain investors in the applicable Raine
Funds to increase, on a discretionary basis, the amount that they invest in certain portfolio companies in
which the Raine Funds are investing and/or (ii) one or more third parties that are not investors in the
applicable Raine Funds to invest alongside the Raine Funds in certain portfolio companies in which the
Raine Funds are investing. Generally, unlike the Raine Funds, each Raine co-investment vehicle is
established for the specific purpose of making an investment (and any related follow-on investment) in one
specific portfolio company in which a Raine Fund is investing. Accordingly, once established, a Raine co-
investment vehicle typically will not make investments in additional portfolio companies.
Raine is a wholly owned subsidiary of The Raine Group LLC, a Delaware limited liability
company, which is principally owned by Raine Holdings LLC. Raine Holdings LLC is owned mostly by
senior employees of Raine and is ultimately controlled by Joseph Ravitch and Jeffrey A. Sine.
As used in this Brochure:
• “Raine,” “Manager,” “we,” “us” and “our” refer to Raine Capital LLC and its
investment advisory business;
• the “Raine Group” refers to Raine Holdings LLC, Raine Holdings AIV LLC and their
controlled affiliates;
• the “Raine broker-dealer” refers to Raine Securities LLC;
• the “Raine Growth Funds” refers to those closed-end private investment funds
managed by Raine that follow a “growth equity” investment strategy, together with
any feeder, parallel and alternative investment vehicles relating to them;
•
the “Raine Gaming Fund” refers to a closed-end private investment fund managed by
Raine that follows an investment strategy focused on early-to-mid growth-stage
companies across the gaming sector globally, together with any feeder, parallel and
alternative investment vehicles relating to it;
• the “Raine Venture Funds” refers to those closed-end private investment funds
managed by Raine that follow a “venture capital” investment strategy, together with
any feeder, parallel and alternative investment vehicles relating to them;
• the “Raine PE Funds” refers to the Raine Growth Funds, the Raine Gaming Fund and
the Raine Venture Funds;
•
the “Raine Funds” refers to the Raine PE Funds and the Raine Hedge Funds;
•
the “Raine co-investment vehicles” refers to special purpose vehicles created to co-
invest alongside the Raine PE Funds or the Raine Hedge Funds in certain portfolio
companies;
•
the “Raine PE Clients” refers collectively to the Raine PE Funds and the Raine co-
investment vehicles that invest alongside the Raine PE Funds;
• the “Raine Hedge Funds” refers collectively to those open-end private investment
funds that may in the future be managed by Raine and any feeder, parallel and
alternative investment vehicles relating to them;
• the “Raine Hedge Clients” refers collectively to the Raine Hedge Funds and the Raine
co-investment vehicles that invest alongside the Raine Hedge Funds;
• the “Raine clients,” “its clients,” “our clients,” “advisory clients” and the “Raine
investment vehicles” refer to the Raine PE Clients and the Raine Hedge Clients, and
any future private fund, co-investment vehicle or managed account sponsored or
managed by Raine, as the context requires;
• “investors” refers to investors in the Raine PE Clients and/or the Raine Hedge Clients,
as applicable;
•
the “General Partner” or the “Managing Member” refers to any affiliate of Raine that
currently serves as, or that may be formed to serve as, the general partner or managing
member, as applicable, of any Raine PE Client or Raine Hedge Client;
•
“portfolio companies” refers to any company in which any Raine PE Client or Raine
Hedge Client holds an investment; and
• the “principals” refers to Joseph Ravitch and Jeffrey A. Sine.
Raine PE Clients
Our private equity business focuses on advising the Raine PE Clients in making opportunistic
investments in the equity or debt of operating companies in the Technology, Media and
Telecommunications (“TMT”) sectors, primarily focused on content and entertainment, sports and lifestyle,
gaming, internet and technology, with the primary differences between the Raine Growth Funds, the Raine
Gaming Fund and the Raine Venture Funds being the size of the investments, as described later in this
paragraph, the growth stage of the companies invested in, and the Raine Gaming Fund’s concentration in
the gaming sector. Most operating companies in which the Raine PE Clients invest are privately held. As
provided in its governing documents, each Raine PE Fund may invest a small portion of its assets in passive,
open-market investments in publicly traded-securities and in portfolio companies that are not in or related
to our core sectors. We currently anticipate that the average size of an initial investment made by (i) the
Raine Growth Funds will be between $50 million and $150 million, (ii) the Raine Gaming Fund will be
between $10 million and $25 million and (iii) the Raine Venture Funds will be between $250,000 and $10
million, with fully scaled positions of up to 10% of total commitments to the applicable Raine Venture
Fund, though, for the avoidance of doubt, in each case, the applicable Raine PE Fund’s investment
committee may determine to make an investment that is outside this range. We also expect that each Raine
PE Fund will have the ability to pursue larger transactions (at times significantly larger), where appropriate,
generally by offering co-investment opportunities (as discussed below).
Raine Hedge Clients
Raine has in the past and may in the future advise Raine Hedge Clients. It is expected that any
Raine Hedge Clients will
invest opportunistically in the TMT sector or a sub-sector thereof. Raine wound
down the final Raine Hedge Clients previously in operation in 2023 and does not currently advise any Raine
Hedge Clients.
Co-investment Opportunities and Vehicles
Raine offers co-investment opportunities to investors in Raine Funds and to third parties that are
not investors in Raine Funds (including prospective investors, other sponsors, market participants, finders,
consultants and other service providers, portfolio company management or personnel, Raine personnel
and/or certain other persons associated with Raine and/or its affiliates), both through co-investment vehicles
and via PVA, as defined and described below. Raine offers co-investment opportunities and makes
allocations to particular investors in its full discretion, subject to its investment allocation policy. Generally,
subject to the terms of the governing documents of a Raine co-investment vehicle and its related Raine
Fund, a Raine co-investment vehicle is contractually required, as a condition of its investment, to exit its
investment in any particular investment opportunity at the same time and on substantially the same terms
as its related Raine Fund. Additionally, subject to the relevant terms of its governing documents, a Raine
co-investment vehicle will typically make initial and, where applicable, follow-on investments in a single
portfolio company (or a single group of related portfolio companies) and will typically not invest in
additional portfolio companies unrelated to the portfolio company comprising the initial investment.
Pursuant to a Proxy Voting Agreement (a “PVA”), rather than investing into a portfolio company through
a Raine vehicle, an investor (a “PVA Investor”) invests directly in the portfolio company and grants Raine
voting authority over the investment via contract. While not typically required, a PVA Investor is generally
expected to exit its investment in the securities of a portfolio company at the same time and on substantially
the same terms as its related Raine Fund exits those securities, subject to regulatory, tax, legal, operational
and other similar considerations.
In connection with the wind down of a Raine Hedge Fund in 2023, a distribution-in-kind of
securities in two private companies of such Raine Hedge Fund was made to the investors in the fund. Raine
entered into an agreement with each such investor whereby, subject to certain limitations, Raine may act as
a proxy for such investor for purposes of voting such investor’s securities in such companies.
Separately Managed Accounts
On a limited basis, Raine manages SMAs for an eligible high-net-worth individual. These SMAs
primarily make investments in long and short positions in publicly traded equity securities or
exchange-traded funds and are outside the investment mandates of the Raine PE Clients.
General
We provide investment advice to our clients regarding the selection, monitoring and realization of
each client’s investments. The relationship between us and each client is governed by the governing
documents of each client and the terms of investment advisory agreements between us and each client.
Investments in the Raine clients are privately offered only to qualified investors, typically institutional
investors and eligible high-net-worth individuals.
The investment advice we provide to our clients is limited to the investment programs conducted
by each Raine client.
Our advisory services are tailored to the investment strategies of our clients. With respect to our
private funds, as investment advice is provided directly to the respective Raine investment vehicles and not
individually to investors, we do not tailor our advisory services to the individual needs of investors.
Investment restrictions are imposed in the governing agreements for the Raine investment vehicles, as
specifically negotiated with investors. These terms may and, in certain cases, do restrict our advice
concerning investments in certain securities, geographies, or sectors, concentration limits or leverage,
among others. Raine co-investment vehicles are typically established to invest alongside the Raine Funds
in certain investment opportunities, in accordance with Raine’s investment allocation policy and any
applicable allocation restrictions in the relevant governing documents. In circumstances where an entire
investment could be made by a Raine Fund, Raine is permitted to still allocate a portion of such investment
to one or more co-investors, including Raine co-investment vehicles, in accordance with such fund’s
governing documents and Raine’s internal policies and procedures if Raine believes in its good faith
judgment that the full investment would, among other things, result in suboptimal diversification of the
applicable fund or that a particular co-investor would add value to the fund or the investment.
Raine and its affiliates have entered (and expects to continue to enter) into agreements, or “side
letters,” with investors whereby such investors are subject to terms and conditions that vary from, and may
be more favorable than, those applicable to other investors. Any such terms and conditions can (without
limitation) relate to (i) opt-outs relating to particular investments, (ii) information rights or specialized
reporting obligations, (iii) transfers to affiliates or third parties, (iv) participation in co-investment
opportunities, (v) withdrawal rights, (vi) consent rights to certain governing document amendments,
(vii) payment of management fees, carried interest and/or incentive allocation , (viii) representation on a
Raine investment vehicle’s limited partner advisory committee (or equivalent thereof), (vi) confidentiality
protections and disclosure rights, (vii) modification of default remedies, (viii) economic, procedural and
other terms, many of which will not be subject to the “most-favored nation” provisions of a Raine Fund’s
governing documents or (ix) key person notifications. Certain side letter rights are likely to confer benefits
on the relevant investor at the expense of the relevant Raine Funds or of investors as a whole, including in
the event that a side letter confers additional reporting and/or information rights the costs and expenses of
which are expected to be borne by the relevant Raine Fund.
Raine and its affiliates have permitted (and expects in the in the future to permit) certain business
associates and “friends and family” of the Manager, the Raine Group or qualified employees of Raine to
invest directly or indirectly in the Raine investment vehicles on terms that may be more favorable than
those offered to other investors, including with respect to the payment of management fees, carried interest
and/or incentive allocation. In some cases, private equity professionals or other services professionals from
other investment firms are and may in the future become investors in the Raine investment vehicles.
Raine does not participate as manager or investment advisor in any wrap fee programs.
As of December 31, 2023, Raine manages approximately $3,418,300,000 on a discretionary basis
and approximately $35,300,000 on a non-discretionary basis