Hidden Harbor Capital Management, L.P., a Delaware limited partnership and a registered
investment adviser (the “Adviser”), and its affiliated investment advisers provide investment
advisory services to investment funds privately offered to qualified investors in the United States
and elsewhere. The Adviser commenced operations in April 2016.
The Adviser’s clients include the following (each, a “Fund,” and together with any future
private investment fund to which the Adviser or its affiliates provide investment advisory services,
the “Funds”):
Hidden Harbor Capital Partners I, L.P.
Hidden Harbor Capital Partners I-A, L.P. (together with Hidden Harbor Capital
Partners I, L.P., “Fund I”)
Hidden Harbor Capital Partners II, L.P.
Hidden Harbor Capital Partners II-A, L.P. (together with Hidden Harbor Capital
Partners II, L.P., “Fund II”)
The following general partner entities are affiliated with the Adviser:
Hidden Harbor Capital Partners GP I, L.P.
Hidden Harbor Capital Partners GP II, L.P.
(the “General Partners” and together with any future affiliated general partner entities,
the Adviser and their affiliated entities “Hidden Harbor”).
Each General Partner is subject to the Advisers Act pursuant to the Adviser’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 the Adviser.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Hidden Harbor’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. Where such investments consist of
portfolio companies, the senior principals or other personnel of Hidden Harbor 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.
Hidden Harbor’s advisory services to the Funds are detailed in the relevant private
placement memoranda or other offering documents (each, a “Memorandum”), limited partnership
or other operating agreements (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 Hidden Harbor and any investor. The Funds or the General Partners generally
enter 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 Adviser expects to provide
(or agree to provide) co-investment opportunities (including the opportunity to participate in co-
invest vehicles) to certain current or prospective investors or other persons, including other
sponsors, portfolio company executives, market participants, finders, consultants and other service
providers (including members of the Operations Group (as defined below)), portfolio company
management or personnel, Hidden Harbor’s personnel and/or certain other persons associated with
Hidden Harbor and/or its affiliates (including, in some cases, through a vehicle formed by Hidden
Harbor’s Principals to co-invest alongside a particular Fund’s transactions). 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) purchases 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 to avoid any changes in valuation of
the investment, but in certain instances could be well after the Fund’s initial purchase. Where
appropriate, and in Hidden Harbor’s sole discretion, Hidden Harbor reserves the right to seek
reimbursement to the relevant Fund for related costs. However, to the extent any such amounts are
not so reimbursed (including reimbursements required pursuant to applicable law), they generally
will be borne by the relevant Fund.
As of December 31, 2023, Hidden Harbor managed $1,006.080,044 in client assets on a
discretionary basis. Hidden Harbor is controlled by John Caple, David Block, Christopher Paldino,
Andrew Joy, Russell Kreutter, and Lee Bryan (together, the “Principals”).