Our Organization
Metalmark Management II LLC (the “Adviser” and together with its affiliates, “Metalmark”), a Delaware
limited liability company formed in 2008, is an investment adviser registered with the United States
Securities and Exchange Commission (“SEC”). The Adviser was previously a “relying adviser” of
Metalmark Management LLC (“Management I”), a Delaware limited liability company formed in 2004,
which was an investment adviser registered with the SEC from 2005 to 2023 and was ultimately owned
and controlled by the same group of Metalmark professionals as the Adviser. Following an internal
reorganization of Metalmark’s business in March 2023, which did not result in a change of control or
management, the Adviser succeeded to the business of Management I, which was merged into the
Adviser and has ceased to exist.
Principal Owners
The Adviser is a single member LLC the sole member of which is Metalmark Capital II LP. Metalmark
Capital II LP has been the principal owner of the Adviser since March 2023 and is a control person of the
Adviser. From 2013 through 2023, the Adviser was wholly owned by Metalmark Capital II Holdings
LLC (which in turn was wholly owned by Metalmark Capital II LP) and prior to 2013, was wholly owned
by Metalmark Capital Holdings LLC, another affiliate of the Adviser.
Types of Services Offered
The Adviser provides certain management and administrative services to Metalmark Capital Partners II,
L.P. (“Main Fund II”), Metalmark Capital Partners Cayman II, L.P. (“Cayman Fund II”), Metalmark
Capital Partners TE II, L.P. (“TE Fund II”), Metalmark Capital Partners II Executive Fund, L.P.
(“Executive Fund II”), Metalmark Capital Partners (Silo) II, L.P. (the “Silo Fund”), Metalmark Capital
Partners II Co-Investment, L.P. (the “Co-Invest Fund”) and related parallel, feeder
and co-investment
funds (collectively, “Fund II”). The Adviser also provides certain management and administrative
services to Metalmark Capital Partners III, L.P. (“Main Fund III”), Metalmark Capital Partners Cayman
III, L.P. (“Cayman Fund III”) and related parallel, feeder and co-investment funds (“Fund III” and
together with Fund II, the “Flagship Funds”) and Metalmark Fido Continuation Vehicle, L.P. (the “Fido
CV”). The Adviser’s services to these entities (the Fund II and the Fund III entities and the Fido CV
collectively, the “Funds”) may include investigating, analyzing, structuring and negotiating potential
investments, monitoring the performance of portfolio companies and advising the Funds as to disposition
opportunities. Each Fund has a general partner (referred to herein each as a “General Partner” and
together as the “General Partners”).
The Funds may be organized as either non-U.S. or domestic partnerships and are not required to register
as investment companies under the Investment Company Act of 1940 (the “Investment Company Act”) in
reliance on certain exemptions thereunder. The Funds invest primarily in portfolio investments in equity
and equity related securities in transactions where the Funds and their affiliates will have a controlling or
significant equity position. The Funds may also make minority investments or invest in publicly-traded
equity and equity-related securities, public or private debt securities, partnerships or other entities and
instruments related to the foregoing. A description of the Funds and the terms thereof are explained in the
offering memoranda for the Funds.
Assets Under Management
As of December 31, 2023, the Adviser manages client assets on a discretionary basis in the amount of
$2,337.1 million and does not manage any client assets on a non-discretionary basis.