Pritzker Private Capital and its advisory affiliates provide investment advisory services to
investment funds privately offered to qualified investors in the United States and elsewhere.
Based in Chicago, Illinois, and with an office in Los Angeles, California, Pritzker Private Capital
takes a long-term approach to building middle market companies within the manufactured
products and services sectors. Pritzker Private Capital commenced advisory operations on
January 1, 2018.
PPC Fund GP II LP, PPC GP III LP and PPC GP IV LP (each, a “General Partner” and, together with
Pritzker Private Capital and their affiliated advisory entities, “PPC”) are affiliated with Pritzker
Private Capital and are subject to the Advisers Act pursuant to Pritzker Private Capital’s
registration in accordance with SEC guidance. The General Partners operate together with
Pritzker Private Capital as a single advisory business. The applicable General Partner retains
investment discretion and investors in the Funds (as defined below) do not participate in the
control or management of the Funds. While the General Partners maintain ultimate authority
over their respective Funds, PPC has been designated as investment adviser to the Funds.
PPC’s clients include the following investment vehicles:
• PPC Fund II LP (the “Main Fund II”);
• PPC Fund II-A LP (the “Blocker Fund II”);
• PPC Fund II-B LP (the “AI Fund II” and, together with Main Fund II and Blocker Fund II,
“Fund II”);
• PPC III LP (the “Main Fund III”);
• PPC III-A LP (the “Blocker Fund III”);
• PPC III-B LP (the “AI Fund III” and, together with Main Fund III and Blocker Fund III,
“Fund III”);
• PPC IV LP (the “Main Fund IV”);
• PPC IV-A LP (the “Blocker Fund IV”); and
• PPC IV-B LP (the “AI Fund IV” and, together with Main Fund IV and Blocker Fund IV,
“Fund IV” and, together with Fund II, Fund III and any future private investment fund
or investment vehicle to which PPC provides investment advisory services, the
“Funds”).
The Funds are private equity funds that invest through negotiated transactions in operating
entities, generally referred to herein as “PPC Companies.” PPC’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. Each PPC Company has its own independent
management team responsible for managing its day-to-day operations, although PPC typically
designates representatives (including senior principals of PPC, other PPC personnel and third
parties appointed by PPC) to serve on the PPC Companies’ respective boards of directors or
similar governing bodies or otherwise act to influence control over management of the PPC
Companies in which the Funds have invested. In addition, in some cases, PPC will more directly
influence the day-to-day management of the PPC Companies by installing certain individuals in
various leadership roles, such as chief executive officer, chief operating officer, chief financial
officer and other similar roles.
PPC’s advisory services to the Funds are detailed in and governed by the relevant 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 determine the suitability of an investment in a Fund based on, among
other things, these documents. Investment advice and authority for each Fund is tailored to the
investment objectives of that Fund. PPC does not tailor its investment advisory services to the
individual needs of investors in any given Fund. Investors in a Fund participate in the overall
investment program for the applicable Fund, but are permitted in certain circumstances to be
excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the relevant Partnership Agreement. In accordance with industry
common practice, the Funds and/or PPC have entered 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. These rights, benefits or
privileges are not always made available to all investors, consistent with the Memorandum and
general market practice. PPC will comply with all investor consent and disclosure requirements,
including with respect to the treatment of Side Letters, in accordance with the private fund
adviser rules adopted by the SEC under the Advisers Act.
Side Letters typically are negotiated at
the time of a Fund’s formation and once invested in a Fund, investors generally cannot impose
investment guidelines or restrictions on such Fund. There can be no assurance that the Side
Letter rights granted to one or more investors will not in certain cases disadvantage other
investors.
Prior to the formation of PPC, certain members of the PPC investment team were part of Pritzker
Group Private Capital (“PGPC”), an investment division of Pritzker Group. Pritzker Group was
founded in 2002 for the purpose of investing proprietary Pritzker family capital across private
capital, venture capital and public market debt and equity strategies. Historically, PGPC oversaw
the investment of proprietary capital in middle-market private companies on behalf of Pritzker
Group. In addition to providing discretionary investment advice to the above-referenced PPC
Funds, PPC also provides non-discretionary investment sub-advisory services to the manager of
certain investment vehicles, trusts and other estate planning vehicles through which the
proprietary capital of Pritzker Group (or related persons thereof) historically has been deployed.
Such investment vehicles, trusts and other estate planning vehicles generally are referred to
herein collectively as the “Pritzker Investors.”
As described in the relevant Partnership Agreement, certain Pritzker Investors have the
contractual right (and obligation) to co-invest alongside the Funds in each PPC Company pro rata
with such Funds (based on the Funds’ and such Pritzker Investors’ respective shares of total
commitments for investment and co-investment, respectively, in the applicable PPC Company),
subject to certain variations and limitations further described in the relevant Partnership
Agreement. Additionally (and as described in the relevant Partnership Agreement and
Memorandum), to the extent PPC determines in its discretion that the amount of an investment
opportunity exceeds the amount appropriate for a Fund, PPC expects to provide co-investment
opportunities to certain investors or other persons, including other sponsors, market
participants, finders, Senior Advisors (as defined below), consultants and other service providers,
PPC personnel, certain other persons associated with PPC and the Pritzker Investors (any such
amounts would be in addition to the amount co-invested by the Pritzker Investors on a
committed basis pursuant to the preceding sentence). Such co-investments typically involve
investment and disposal of interests in the applicable PPC 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, a co-investor or co-investment holding vehicle purchases a portion of an
investment from one or more Funds after such Funds have consummated their investment in the
PPC 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-investment holding vehicle generally occurs shortly
after such Fund’s completion of the investment to avoid any changes in valuation of the
investment; however, in certain instances, a post-closing sell-down or transfer could occur well
after the Fund’s initial purchase. Where appropriate, and in PPC’s sole discretion, PPC reserves
the right to charge interest on the purchase to the co-investor or co-investment holding vehicle
(or otherwise equitably to adjust the purchase price under certain conditions) and to seek
reimbursement to the relevant Fund for related costs. However, to the extent such amounts are
not so charged or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2023, PPC managed approximately $7,661,270,527 in assets from advisory
clients and committed co-investors, all managed on a discretionary basis, and provided advice
with respect to $1,412,915,975 in assets on behalf of the Pritzker Investors (and other co-
investors participating in such investments) and PPC IDF I LP Series of the SALI Multi-Services
Fund LP, an insurance dedicated fund (the “IDF”), each on a non-discretionary basis. Advice
provided to the Pritzker Investors on a non-discretionary basis relates to a portfolio of legacy
operating company assets owned by the Pritzker Investors and is described in more detail herein.
Assets for which PPC provides non-discretionary advice and related investment and management
services are not included in the regulatory assets under management disclosed in PPC’s Form
ADV Part 1. PPC Management LLC, a Delaware limited liability company, acts as the general
partner of Pritzker Private Capital. PPC is managed by Anthony N. Pritzker, Michael L. Nelson and
David A. Gau and owned by certain trusts and PPC professionals as described in more detail in
PPC’s Form ADV Part 1, Schedules A and B.