Prysm Capital, a Delaware limited partnership and a registered investment adviser,
provides investment advisory services to investment funds privately offered to qualified investors
in the United States and elsewhere. Prysm Capital commenced operations in June 2019.
Prysm Capital’s clients include private investment funds (the “Funds,” and each, a
“Fund”) to which Prysm Capital or its affiliates provide investment advisory services. The Funds
include vehicles that make single investments.
One or more affiliates of Prysm Capital serve as the general partners, managers, managing
members, or special members to the Funds (each such entity in such capacity, a “General
Partner,” and collectively, the “General Partners,” and together with Prysm Capital and their
affiliated entities, “Prysm”).
Each General Partner is subject to the Advisers Act pursuant to Prysm Capital’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 Prysm Capital.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Prysm’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 in certain circumstances. From time to time, where
such investments consist of portfolio companies, the senior principals or other personnel of Prysm
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.
Prysm’s advisory services to the Funds are detailed in the applicable private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, limited partnership or other operating agreements (each, a “Partnership Agreement”
and, as applicable, 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 participate in the overall investment program for the applicable Fund, but
in certain circumstances can be excused from a particular investment due to legal, regulatory or
other agreed-upon circumstances pursuant to the relevant Governing Documents; such
arrangements generally do not and will not create an adviser-client relationship between
Prysm
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 relevant
Governing Documents with respect to such investors.
Additionally, from time to time and as permitted by the relevant Governing Documents,
Prysm provides (or agrees 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, Prysm’s personnel and/or
certain other persons associated with Prysm (e.g., a vehicle formed by Prysm’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. The terms of a co-investment are governed by
the applicable Governing Document as agreed between Prysm and the investor. These co-invest
vehicles are similarly managed by Prysm Capital, are clients of Prysm Capital and are included in
the meaning of “Fund” as previously defined. From time to time, for strategic and other reasons, a
Fund purchases a portion of an investment from one or more Fund vehicles after such vehicles
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 co-investor capital contributions
and/or use of a credit facility. Any such purchase generally occurs shortly after the closing of the
investment to avoid any changes in valuation of the investment. Where appropriate, and in Prysm’s
sole discretion, Prysm reserves the right to charge interest on the purchase (or otherwise equitably
to adjust the purchase price under certain conditions), and to seek reimbursement to the relevant
Fund for related costs. For avoidance of doubt, such interest amounts are paid to and from Fund
vehicles and does not impact the financial statements of Prysm Capital. Further, to the extent
related costs accrued by Fund vehicles are not so charged or reimbursed to the acquiring Fund
vehicles, they generally will be borne by the relevant Fund.
As of December 31, 2023, Prysm managed approximately $1,477,481,855 in client assets
on a discretionary basis and no client assets on a non-discretionary basis. Prysm Capital, LLC, a
Delaware limited liability company, acts as the general partner of Prysm Capital. Prysm Capital’s
principal owners are Jay Park, Muhammad Mian and Matthew Roberts.