Sentinel is a private investment management firm, including a registered investment
advisory entity and other investment advisers and entities affiliated with Sentinel Capital Partners,
L.L.C., a Delaware limited liability company (“Sentinel LLC” and, together with such affiliated
organizations, collectively, “Sentinel”), that manages approximately $9,147,664,134 in private
fund assets as of December 31, 2023.
Sentinel LLC is a registered investment adviser that commenced operations in November
1995. Sentinel LLC and its affiliated entities, Sentinel Partners IV, L.P. (“Sentinel IV GP”),
Sentinel Partners V, L.P. (“Sentinel V GP”), Sentinel Partners VI, L.P. (“Sentinel VI GP”), Sentinel
Partners VII, L.P. (“Sentinel VII GP”), Sentinel Junior Partners I, L.P. (“Sentinel Junior Capital
I GP”), Sentinel Junior Partners II, L.P. (“Sentinel Junior Capital II GP”), Sentinel Continuation
Partners I, L.P. (“Sentinel Continuation I GP”, and collectively together with Sentinel IV GP,
Sentinel V GP, Sentinel VI GP, Sentinel VII GP, Sentinel Junior Capital I GP and Sentinel Junior
Capital II GP, and any future affiliated general partner entities, the “General Partners” and each,
a “General Partner”, and together with Sentinel LLC, the “Advisers”) provide investment advisory
services to investment funds privately offered to qualified investors in the United States and
elsewhere.
Each General Partner is subject to the Advisers Act pursuant to Sentinel LLC’s registration
in accordance with SEC guidance. This Brochure also describes the business practices of each
of the General Partners, which operate as a single advisory business together with Sentinel LLC.
Sentinel IV GP has delegated the management of the business and affairs of Fund IV to
Sentinel LLC. Sentinel V GP has delegated the management of the business and affairs of Fund
V to Sentinel LLC. Sentinel VI GP has delegated the management of the business and affairs of
Fund VI to Sentinel LLC. Sentinel VII GP has delegated the management of the business and
affairs of Fund VII to Sentinel LLC. Sentinel Junior Capital I GP has delegated the management
of the business and affairs of Junior Capital Fund I to Sentinel LLC. Sentinel Junior Capital II GP
has delegated the management of the business and affairs of Junior Capital Fund II to Sentinel
LLC. Sentinel Continuation I GP has delegated the management of the business and affairs of
Continuation Fund I to Sentinel LLC (see below for a list of Fund IV, Fund V, Fund VI, Fund VII,
Junior Capital Fund I, Junior Capital Fund II, and Sentinel Continuation Fund I entities (each, a
“Fund”, collectively, the “Funds” and together with any future private investment fund managed
by Sentinel, the “Private Investment Funds”)). The investors in the Funds (other than the
General Partners), as applicable, are referred to herein as “investors” or “Limited Partners” and
the Limited Partners, together with the General Partners, are referred to herein as the “Partners”.
Fund IV, Fund V, Fund VI, Fund VII and any other Private Investment Funds following a
private equity buyout strategy (the “Private Equity Funds”) are private equity funds and invest
through negotiated transactions in operating entities generally referred to herein as “portfolio
companies”. Sentinel’s investment advisory services to the Private Equity Funds consist of
identifying and evaluating investment opportunities, negotiating the terms of investments,
managing and monitoring investments, and achieving dispositions for such investments.
Investments are made predominantly in non-public companies, although investments in public
companies are permitted subject to certain limitations set forth in the applicable Private Equity
Fund’s limited partnership agreement or other governing documents (each such agreement or
document of a Private Equity Fund, a Junior Capital Fund or a Continuation Fund (as defined
below), as amended, restated, amended and restated, supplemented or otherwise modified from
time to time, a “Limited Partnership Agreement”). Where such investments consist of portfolio
companies, the senior principals or other personnel of Sentinel LLC or its affiliates generally serve
on such portfolio companies’ respective boards of directors or otherwise act to influence control
over the management of a Private Equity Fund’s portfolio companies.
Continuation Fund I and any other Private Investment Funds following a blind pool
continuation minority investment strategy (the “Continuation Funds”) are private funds that
selectively invest in existing portfolio companies of Sentinel as a minority investor after those
portfolio companies are sold to an independent third party. As a minority investor (relative to such
third-party buyer), Continuation Fund I will typically seek to secure customary minority protections
and governance rights, invest pari-passu with the third-party buyer in an identical security,
maintain a board seat and work together with the independent buyer to drive enterprise value.
Sentinel’s investment advisory services to the Continuation Funds consist of identifying and
evaluating investment opportunities, negotiating the terms of investments, managing and
monitoring investments, and achieving dispositions for such investments. Investments are made
predominantly in non-public companies, although investments in public companies are permitted
subject to certain limitations set forth in the applicable Continuation Fund’s Limited Partnership
Agreement.
Junior Capital Fund I, Junior Capital Fund II and any other Private Investment Funds
following a junior capital, “mezzanine,” senior debt and/or structured capital solutions strategy (the
“Junior Capital Funds”) are private funds that typically invest in senior equity, junior capital,
mezzanine debt, senior debt, unitranche debt and/or other similar securities of portfolio
companies, including portfolio companies sourced by Private Equity Funds on terms
independently negotiated by one or more third-party lead senior debt and/or junior capital
investors who are not affiliates of Sentinel (each such third-party investor, an “Independent
Investor”), with the relevant Junior Capital Fund positioned as a minority interest holder with few,
if any, of the governance and economic rights and powers exercised by the lead Independent
Investor in the relevant issuance. As used herein, the term “lead” Independent Investor(s) refers
to the Independent Investor(s) acquiring or representing the acquirer(s) of the largest portion of
the relevant senior debt and/or junior capital securities, as the context may require. Typical Junior
Capital Fund investments will include senior equity, junior capital, mezzanine debt, senior debt,
unitranche debt and/or other securities or instruments that, at the time of initial investment, have
attributes such as liquidation or other preferences, interest, coupon, or other debt-like features,
including, without limitation, instruments issued in respect of warrants or conversion rights or
mechanisms applicable thereto, in each case including any follow-on investments thereon.
Sentinel’s investment advisory services to the Junior Capital Funds consist of identifying,
evaluating and executing junior capital or senior debt investment opportunities, managing and
monitoring such investments, and achieving dispositions for such investments. Investments are
made predominantly in non-public companies, although investments in public companies are
permitted subject to certain limitations set forth in the applicable Junior Capital Fund’s Limited
Partnership Agreement.
Sentinel IV GP, a Delaware limited partnership, is the General Partner of the private funds
listed below (together with any feeder vehicles, alternative investment vehicles and other special
purpose entities, “Fund IV”).
• Sentinel Capital Partners IV, L.P., a Delaware limited partnership
• Sentinel Capital Partners IV-A, L.P., a Delaware limited partnership
• Sentinel Capital Investors IV, L.P., a Delaware limited partnership
For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund
IV” include each of the above-named private funds. While the substantial majority of the terms of
each above-named fund are the same, each of such funds was formed to suit the purposes of
certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so
there are
slight variations in structure and investment terms among the funds. Investors should refer to the
private fund’s Limited Partnership Agreement for specific terms with respect to that private fund.
Sentinel V GP, a Delaware limited partnership, is the General Partner of the private funds
listed below (together with any feeder vehicles, alternative investment vehicles and other special
purpose entities, “Fund V”).
• Sentinel Capital Partners V, L.P., a Delaware limited partnership
• Sentinel Capital Partners V-A, L.P., a Delaware limited partnership
• Sentinel Capital Investors V, L.P., a Delaware limited partnership
For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund V”
include each of the above-named private funds. While the substantial majority of the terms of
each above-named fund are the same, each of such funds was formed to suit the purposes of
certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are
slight variations in structure and investment terms among the funds. Investors should refer to the
private fund’s Limited Partnership Agreement for specific terms with respect to that private fund.
Sentinel VI GP, a Delaware limited partnership, is the General Partner of the private funds
listed below (together with any feeder vehicles, alternative investment vehicles and other special
purpose entities, “Fund VI”).
• Sentinel Capital Partners VI, L.P., a Delaware limited partnership
• Sentinel Capital Partners VI-A, L.P., a Delaware limited partnership
• Sentinel Capital Investors VI, L.P., a Delaware limited partnership
For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund
VI” include each of the above-named private funds. While the substantial majority of the terms of
each above-named fund are the same, each of such funds was formed to suit the purposes of
certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are
slight variations in structure and investment terms among the funds. Investors should refer to the
private fund’s Limited Partnership Agreement for specific terms with respect to that private fund.
Sentinel VII GP, a Delaware limited partnership, is the General Partner of the private funds
listed below (together with any feeder vehicles, alternative investment vehicles and other special
purpose entities, “Fund VII”).
• Sentinel Capital Partners VII, L.P., a Delaware limited partnership
• Sentinel Capital Partners VII-A, L.P., a Delaware limited partnership
• Sentinel Capital Investors VII, L.P., a Delaware limited partnership
For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund
VII” include each of the above-named private funds. While the substantial majority of the terms of
each above-named fund are the same, each of such funds was formed to suit the purposes of
certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are
slight variations in structure and investment terms among the funds. Investors should refer to the
private fund’s Limited Partnership Agreement for specific terms with respect to that private fund.
Sentinel Continuation I GP, a Delaware limited partnership, is the General Partner of the
private funds listed below (together with any feeder vehicles, alternative investment vehicles and
other special purpose entities, “Continuation Fund I”).
• Sentinel Continuation Fund I, L.P., a Delaware limited partnership
• Sentinel Continuation Fund I-A, L.P., a Delaware limited partnership
For the sake of clarity, unless otherwise indicated, references in this Brochure to
“Continuation Fund I” include each of the above-named private funds. While the substantial
majority of the terms of each above-named fund are the same, each of such funds was formed to
suit the purposes of certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors,
etc.) so there are slight variations in structure and investment terms among the funds. Investors
should refer to the private fund’s Limited Partnership Agreement for specific terms with respect to
that private fund.
Sentinel Junior Capital I GP, a Delaware limited partnership, is the General Partner of the
private fund listed below (together with any feeder vehicles, alternative investment vehicles and
other special purpose entities, “Junior Capital Fund I”).
• Sentinel Junior Capital I, L.P., a Delaware limited partnership
Investors should refer to Junior Capital Fund I’s Limited Partnership Agreement for specific
terms with respect to that private fund.
Sentinel Junior Capital II GP, a Delaware limited partnership, is the General Partner of the
private fund listed below (together with any feeder vehicles, alternative investment vehicles and
other special purpose entities, “Junior Capital Fund II”).
• Sentinel Junior Capital II, L.P., a Delaware limited partnership
Investors should refer to Junior Capital Fund II’s Limited Partnership Agreement for
specific terms with respect to that private fund.
Sentinel’s advisory services for the Private Investment Funds are detailed in the applicable
private placement memoranda and the supplements thereto (each, a “Private Placement
Memorandum” and collectively, the “Private Placement Memoranda”), the Limited Partnership
Agreements of the Funds and are further described below under “Methods of Analysis, Investment
Strategies and Risk of Loss.” Investors in the Private Investment Funds participate in the overall
investment program for the applicable Fund, but in certain circumstances are excused from a
particular investment due to legal, tax, regulatory, or other agreed-upon circumstances pursuant
to the relevant Limited Partnership Agreement: such arrangements generally do not and will not
create an adviser-client relationship between Sentinel and any investor. The Funds or the
Advisers 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
of, the applicable Fund’s Limited Partnership Agreement.
Additionally, as permitted by the relevant Limited Partnership Agreement, the Advisers
have provided and expect to provide in the future investment or co-investment opportunities
(including the opportunity to participate in co-invest vehicles) to certain current or prospective
investors or other persons, including Limited Partners, other sponsors, market participants,
finders, consultants (including former portfolio company executives or board members), service
providers, portfolio company management or personnel, lending sources, Outside Operating
Partners (as defined below) or certain other persons associated with Sentinel and/or its affiliates.
Such co-investments typically involve investment and disposal of interests in the applicable
portfolio company at the same time and on the same terms as the Fund making the investment.
However, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-
investing Fund) has purchased, and may in the future purchase, a portion of an investment from
one or more Funds after such Funds have consummated their investment in the portfolio company
(also known as a post-closing sell-down or transfer), which generally will have been funded
through Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase
from a Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s
completion of the investment and the co-investor or co-invest vehicle will be charged interest on
the purchase or under certain conditions be subject to other equitable adjustments to the
purchase price, to compensate the relevant Fund for the holding period, and generally will be
required to reimburse the relevant Fund for related costs. However, to the extent any such
amounts are not so charged or reimbursed (including charges or reimbursements required
pursuant to applicable law), they generally will be borne by the relevant Fund.
As of December 31, 2023, Sentinel LLC manages $9,147,664,134 in client assets on a
discretionary basis. Sentinel LLC is controlled by the partners of Sentinel LLC.