Varsity Management Company, LP, a Delaware limited partnership, is a registered investment
adviser commonly known, along with its affiliates, as “Varsity Healthcare Partners” and
provides, through its affiliated investment advisers, investment advisory services to investment
funds privately offered to qualified investors in the United States and elsewhere. Varsity
Management commenced operations in February 2014.
Varsity Management’s clients include the following (each, a “Fund,” and together with any future
private investment fund to which Varsity Management or its affiliates provide investment advisory
services, the “Funds”):
Varsity Healthcare Partners II, LP; and
Varsity Healthcare Partners II-A, LP (together with Varsity Healthcare Partners II,
LP, “VHP II”).
Varsity Healthcare Partners III, LP; and
Varsity Healthcare Partners III-A, LP (together with Varsity Healthcare Partners
III, LP, “VHP III”).
Varsity Healthcare Partners IV, LP; and
Varsity Healthcare Partners IV-A, LP
Varsity Healthcare Partners IV-B, LP (together with Varsity Healthcare Partners
IV, LP, “VHP IV”)
Varsity Healthcare Partners VetEvolve Co-Invest, LP; and
Varsity Healthcare Partners VetEvolve Co-Invest A, LP (together with Varsity
Healthcare Partners VetEvolve Co-Invest, LP, “VHP VE CO”)
Varsity Healthcare Partners Beghou Co-Invest, LP (“VHP B CO”)
The following general partner entities are affiliated with Varsity Management:
Varsity Healthcare Partners GP II, LP (“VHP II GP”)
Varsity Healthcare Partners GP III, LP (“VHP III GP”)
Varsity Healthcare Partners GP IV, LP (“VHP IV GP”)
(VHP II GP, VHP III GP, and VHP IV GP each, a “General Partner,” and collectively with
Varsity Management and their affiliated advisory entities, the “Advisers” or “VHP”).
Each General Partner is subject to the Advisers Act pursuant to Varsity Management’s registration
in accordance with SEC guidance. This Brochure also describes the business practices of the
General Partners, which operate as a single advisory business together with Varsity Management.
The Funds are private equity funds and invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies”. VHP’s investment advisory services to the
Funds consist of identifying and evaluating investment opportunities, negotiating the terms of
investments, managing and monitoring investments and achieving dispositions for such
investments. Although investments are made predominantly in non-public companies, investments
in public companies are permitted. From time to time, where such investments consist of portfolio
companies, the senior principals or other personnel of VHP or its affiliates generally serve on such
portfolio companies’ respective boards
of directors or otherwise act to influence control over
management of portfolio companies in which the Funds have invested.
VHP’s advisory services for the Funds are detailed in the applicable private placement memoranda
or other offering documents (each, a “Memorandum”), limited partnership or other operating
agreements or governing documents (each, a “Partnership Agreement”) and are further described
below under “Methods of Analysis, Investment Strategies and Risk of Loss”. Investors in the
Funds participate in the overall investment program for the applicable Fund, but may be excused
from a particular investment due to legal, regulatory or other agreed-upon circumstances to the
extent permitted under the relevant Partnership Agreement. The Funds or the General Partners
generally expect to enter into side letters or other similar agreements (“Side Letters”) with certain
investors that have the effect of establishing rights (including economic or other terms) under, or
altering or supplementing the terms of, the relevant Partnership Agreement with respect to such
investors.
Additionally, from time to time and as permitted by the relevant Partnership Agreement, VHP
expects to provide (or agree to provide) co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain investors or other persons, including other sponsors,
market participants, finders, consultants and other service providers, VHP personnel and/or certain
other persons associated with VHP and/or its affiliates. Such co-investments are typically expected
to 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, from time to time, for
strategic and other reasons, it is expected that a co-investor or co-invest vehicle may 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). Any
such purchase from a Fund by a co-investor or co-invest vehicle is generally expected to occur
shortly after the Fund’s completion of the investment to avoid any changes in valuation of the
investment, and it is expected that the co-investor or co-invest vehicle may be charged interest on
the purchase (or otherwise equitably to adjust the purchase price under certain conditions) to
compensate the relevant Fund for the holding period, and generally will be required to reimburse
the relevant Fund for related costs.
As of December 31, 2023, VHP managed approximately $1,829,641,406 in client assets on a
discretionary basis. The general partner of Varsity Management is Varsity Management Company
GP, LLC, which is principally owned by David Alpern and Kenton Rosenberry.