The Adviser, a Delaware limited partnership and a registered investment 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 June 2020.
The Adviser’s clients include Percheron Capital Fund I LP, Percheron Capital Fund I-A
LP, Percheron Capital Fund II LP and Percheron Capital Fund II-A LP, each a Delaware limited
partnership (together, the “Main Funds”); Percheron Capital Fund I Executive LP, a Delaware
limited partnership (the “Executive Fund”); and certain co-investment funds (collectively, the
“Co-Invest Funds”): Percheron Capital Fund I-CI1 LP, Percheron Capital Fund I-CI1-A LP,
Percheron Capital Fund I-CI2 LP, Percheron Capital Fund I-CI2-A LP, Percheron Capital Fund I-
CI3 LP, Percheron Capital Fund I-CI4 LP, and Percheron Capital Fund II-CI1 LP, each a Delaware
limited partnership. The Main Funds, the Executive Fund and the Co-Invest Funds (including any
parallel or alternative vehicles thereto), and any future private investment funds to which the
Adviser or its affiliates provide investment advisory services, are each a “Fund,” and collectively,
the “Funds.” The Executive Fund is offered to Adviser personnel, affiliates and other investors
with a relationship to the Adviser or its personnel, and invests on a side-by-side basis with the
Main Funds.
Percheron Capital Fund I GP LP and Percheron Capital Fund II GP LP (collectively with
any future general partners that may be formed from time to time, each a “General Partner” and
collectively with the Adviser and their affiliated entities, “Percheron”), is affiliated with the
Adviser.
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” or “portfolio investments”).
Percheron’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 the
Adviser 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.
The advisory services to the Funds are detailed in the applicable Fund’s private placement
memoranda or other offering documents (as applicable) (each, a “Memorandum”), limited
partnership or other operating agreements (each, a “Partnership Agreement” and, collectively
with any relevant Memorandum, the “Governing Documents”) and, as applicable, 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; such arrangements generally do not and will not create an adviser-client
relationship between the Adviser 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, Percheron expects to provide (or
agree to provide), and has provided (and agreed to provide), investment or co-investment
opportunities (including the opportunity to participate in co-invest vehicles and the terms of
participation in those vehicles) to certain current or prospective investors, Limited Partners (as
defined below) or other persons, including other sponsors, market participants, strategic investors
(e.g., strategic partners and co-venturers), finders, consultants, Operating Partners (as defined
below), Operating Advisors (as defined below), members of the Portfolio Support Group (as
defined below) and other service providers, portfolio investment management or personnel,
Percheron’s personnel and/or certain other persons associated with Percheron and/or its affiliates.
Such co-investments, including those made through the Co-Invest Funds, typically involve
investment and disposal of interests in the applicable portfolio investment 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
investment (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
Percheron’s sole discretion, Percheron reserves the right to charge interest on the purchase to the
co-investor or co-invest 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 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. See also
“Methods of Analysis, Investment Strategies and Risk of Loss–Risks of Investment–Conflicts of
Interest.”
As of March 28, 2024, the Adviser managed $3,086,110,328 in client assets on a
discretionary basis. The Adviser is principally owned by Christopher Collins and Christopher
Lawler, who serve as the Adviser’s Managing Partners. Percheron Investment Management GP
LLC acts as the general partner to the Adviser and is wholly owned by Christopher Collins and
Christopher Lawler.