The Adviser, a Delaware corporation, is a wholly owned subsidiary of Cinven Holdings
Limited, which is owned by Cinven Group Limited and controlled by Cinven Holdings Guernsey
Limited. As used in this Brochure, the term “Cinven” includes the Adviser, together with general
partners of certain private funds (the “Funds”) and other affiliates providing advisory services to
and/or receiving advisory fees in respect of the Funds (each, a “Manager” and collectively, the
“Managers,”). The Adviser directly or indirectly advises the Managers with respect to investments
in the United States for the Funds pursuant to investment advisory and investment sub-advisory
agreements (as supplemented or amended, each an “Advisory Agreement”). The Adviser
commenced operations in September 2016.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” The Adviser’s investment advisory
services to the Funds, through advice provided, directly and indirectly, to the Managers, include
identifying and evaluating U.S. investment opportunities and monitoring U.S. investments.
Although Fund investments are made predominantly in non-public companies, investments in
public companies are permitted. Where such investments consist of portfolio companies, the
personnel of the Adviser or its affiliates are permitted to serve on such portfolio companies’
respective boards of directors or otherwise exercise influence or control over management of
portfolio companies in which the Funds have invested. The Adviser also monitors and supervises
U.S. investments made by the relevant Funds, to the extent permitted under the relevant Advisory
Agreement. The Adviser has no authority to make investment decisions for the Funds.
Cinven’s advisory services to the Funds are detailed in
the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), alternative investment fund
services agreements, Advisory Agreements, limited partnership or other operating agreements of
the Funds (each, a “Partnership Agreement” and, together with any relevant Memorandum, the
“Governing Documents”) and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” Investors in the Funds (generally referred to herein as
“investors” or “limited partners”) participate in the overall investment program for the applicable
Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory
or other agreed-upon circumstances pursuant to the Governing Documents; for the avoidance of
doubt, such arrangements generally do not and will not create an adviser-client relationship
between the Adviser and any investor. The Managers have entered into side letters or other similar
agreements (“Side Letters”) with certain investors that have the effect of establishing rights under,
or altering or supplementing the terms (including economic or other terms) of, the Governing
Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, the Managers expect to provide
(or agree to provide) investment or co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers,
portfolio company management or personnel, the Adviser’s personnel and/or certain other persons
associated with the Adviser, the Managers and/or their affiliates.
As of December 31, 2023, the Adviser managed $4,414,053,804 in assets of the Funds on
a non-discretionary basis.