Growth Catalyst Partners, L.P. (together with its fund general partners (unless otherwise
specified), (“GCP” or the “Firm”)), is a private equity firm that focuses on buyouts of information,
marketing and tech-enabled services businesses headquartered in North America. Formed in
2017 (with an initial investment via a predecessor entity in 2015), GCP has offices in both Chicago
and Rowayton, Connecticut
GCP serves as the investment adviser for, and provides discretionary investment advisory
services to, private funds and co-investment special purpose funds established to invest
alongside a fund in a single portfolio company. Specifically, GCP provides investment
management services to the following main funds: Growth Catalyst Partners I, L.P. and Growth
Catalyst Partners I-A, L.P. (together, “Fund I”); Growth Catalyst Partners II, L.P. and Growth
Catalyst Partners II-A, L.P. (together, “Fund II”); Growth Catalyst Partners III, L.P. and Growth
Catalyst Partners III-A, L.P. (together, “Fund III” and together with Fund I and Fund II, the “Main
Funds”). GCP also provides discretionary investment advisory services to GCP Executive Partner
Fund I, L.P., GCP Executive Partner Fund II, L.P. and GCP Executive Partner Fund III, LP (together,
the “Executive Funds”) and to co-investment special purpose funds established to invest
alongside a fund in a single portfolio company (each, a “Co-Investment Fund” and collectively
with the Main Funds and the Executive Fund, the “Funds” unless the context otherwise requires).
In certain circumstances, as more fully described in Item 7 below, the Firm also permits certain
limited partners and third-party investors to co-invest alongside a Fund directly into a portfolio
company. Unlike the Co-Investment Funds mentioned above, such direct co-investments are not
considered Funds or clients of GCP.
Each Fund is affiliated with a general partner (each, a “General Partner,” and collectively,
together with any future affiliated general partner entities, the “General Partners”) with
authority to make investment decisions on behalf of the Funds. The General Partners are
deemed registered under the Investment Advisers Act of 1940, as amended, and the rules and
regulations promulgated thereunder (“Advisers Act”), pursuant to GCP’s registration in
accordance with SEC guidance. While the General Partners maintain ultimate authority over the
respective Funds, GCP has been designated the role of investment adviser. For more information
about the Funds and General Partners, please see GCP’s Form ADV Part 1, Schedule D, Section
7.A. and Section 7.B.(1).
GCP provides investment advisory services as a private equity fund manager to its Funds. The
Funds invest through privately negotiated transactions in operating companies, generally
referred to as “portfolio companies”, in the information, marketing and tech-enabled services
businesses. Each portfolio company has its own independent management team responsible for
managing its day-to-day operations, although (i) members of GCP or representatives appointed
by the Firm are expected to serve on the boards of such portfolio companies and will therefore
have a significant impact on the long-term direction of the company, including the selection of
management team members
and (ii) in some cases, GCP will more directly influence the day-to-
day management of a portfolio company by recruiting and installing certain individuals in various
leadership roles, such as chief executive officer, chief operating officer, chief financial officer or
in other roles. GCP’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 of such investments. Investments are made
predominantly in nonpublic companies, although investments in public companies are permitted
in certain instances.
GCP’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund; GCP does not tailor its advisory services to the individual needs of limited partners in
its Funds. The Fund investment objectives are described, as applicable, in the private placement
memorandum, limited partnership agreement, subscription agreements, investment advisory
agreements, side letter agreements and other governing documents of the relevant Fund
(collectively, “Governing Documents”) and limited partners determine the suitability of an
investment in a Fund based on, among other things, the Governing Documents. The Firm does
not seek or require limited partner approval regarding each investment decision.
Fund limited partners generally cannot impose restrictions on investing in certain securities or
types of securities, other than through side letter agreements. Limited partners in the Funds
participate in the overall investment program for the applicable Fund and generally cannot be
excused from a particular investment except in certain circumstances pursuant to the terms of
the applicable Governing Documents. In accordance with industry common practice, GCP has
entered into side letters with certain limited partners including those who make substantial
commitments of capital or were early-stage limited partners in the Funds, or for other reasons in
the sole discretion of GCP in each case that have the effect of establishing rights under, or altering
or supplementing, a Fund’s Governing Documents. Examples of side letters entered into include
co-investment preferences, certain fee arrangements, notification provisions, reporting
requirements and “most favored nations” provisions, among others. These rights, benefits or
privileges are not always made available to all limited partners nor in some cases are they
required to be disclosed to all limited partners, consistent with general market practice. Side
letters are negotiated at the time of the relevant limited partner’s capital commitment, and once
invested in a Fund, limited partners generally cannot impose additional investment guidelines or
restrictions on such Fund. There can be no assurance that the side letter rights granted to one
or more limited partners will not in certain cases disadvantage other limited partners.
GCP does not participate in wrap fee programs.
Principal Owners/Ownership Structure
GCP is ultimately owned by Managing Partners Jim TenBroek and Scott Peters.
Regulatory Assets Under Management
As of December 31, 2023, GCP managed approximately $895,750,366 in Fund regulatory assets,
all managed on a discretionary basis.