Cohere Capital Partners, LP, a Delaware limited partnership, provides discretionary
investment advisory services to investment funds (the “Funds,” and each, a “Fund”) privately
offered to qualified investors in the United States and elsewhere. Cohere Capital Partners, LLC, a
Delaware limited liability company, acts as the sole general partner of Cohere Capital Partners,
LP. Cohere Capital Partners, LLC is principally controlled by Nik Shah and Daniel Gedney (the
“Principals”). Cohere Capital commenced operations in March 2019.
Generally, an entity that is under common control with Cohere Capital (each, a “Related
Person”) will act as the general partner of each Fund, and Cohere Capital (directly or indirectly
through a wholly-owned subsidiary) will serve as the investment adviser to each Fund. References
to “Cohere Capital” in this Brochure include, as the context requires, affiliates through which
Cohere Capital provides investment advisory services or that act in any capacity referenced in the
previous sentence. References to “General Partners” in this Brochure include the general partner
entities of the applicable Funds, and for any General Partner that is itself a limited partnership, to
the general partner thereof.
The Funds are private equity funds that make equity and equity-related investments in
lower middle market buyout and growth capital transactions, as well as certain debt securities
(including bridge notes). Cohere Capital’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, generally
referred to herein as “portfolio companies.” 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 Cohere Capital expect to 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.
Cohere Capital’s advisory services are tailored to the specific investment objectives and
restrictions of each Fund as set forth in the applicable subscription agreement, investment
management agreement, and limited partnership or other operating agreement of such Fund (each,
a “Partnership Agreement” and, as applicable, collectively with any subscription agreement,
investment management agreement and/or other governing documents, the “Governing
Documents”), which are further described below under “Methods of Analysis, Investment
Strategies and Risk of Loss.” In performing investment advisory services for the Funds, Cohere
Capital acts as the manager
(the “Management Company”) to provide advisory personnel and
services. The advisory services of the Management Company are described herein. 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 pursuant
to the relevant Governing Documents. Consistent with industry practices, the Funds or the General
Partners generally enter into side letters or other similar agreements (“Side Letters”) with certain
investors pursuant to which the applicable General Partner grants the investor specific rights,
benefits, or privileges (including economic rights, benefits and privileges) that, except as set forth
in the Governing Documents, are not required to be made available or disclosed to investors
generally.
Additionally, from time to time and as permitted by the relevant Governing Documents,
Cohere Capital expects to provide (or agree to provide) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to one or more (but not necessarily all) investors
or their affiliates, or other private investors, groups, partnerships, corporations or other entities
(“Third Party Co-Investors”), whenever Cohere Capital determines that the aggregate
investment opportunity exceeds the size of the equity investment deemed appropriate for the
relevant Fund. Cohere Capital generally intends to provide priority co-investment rights to the lead
investor in the relevant Fund (if any) and may offer similar priority co-investment rights to other
investors. Third Party Co-Investors are intended to be persons or entities that Cohere Capital
expects to provide certain strategic benefits in connection with sourcing, consummating, or
following consummation of investment opportunities. 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. Third Party Co-Investors generally bear their
own expenses as further described below. Co-investments by investors in the Funds or Third Party
Co-Investors may be made directly in the applicable portfolio company or may be made through
“special purpose vehicles” or other entities formed by Cohere Capital (“Co-Investment
Vehicles”). Cohere Capital may (but is not obligated to) receive fees, carried interest or other
compensation in connection with such co-investments (and the terms of any such fees, carried
interest or other compensation may differ from the terms applicable to an investment in the Funds
with regard to such matters).
Cohere Capital does not participate in any wrap fee programs.
As of December 31, 2023, Cohere Capital managed $375,510,828 in client assets on a
discretionary basis.