Whistler Capital is a limited liability company founded in 2021 and formed under the laws of the
State of Delaware. WCH Topco LLC is the sole member of Whistler Capital and Geoffrey Clark is
the manager of WCH Topco LLC. Geoffrey Clark is also the Managing Partner of Whistler Capital.
Whistler Capital provides advisory services to Clients that focus primarily on investing in growth
equity and growth buyout opportunities in the healthcare services and technology-enabled business
services industries located in the United States. As referred to throughout this document, (i)
“Clients” means all Funds and other investors for which Whistler Capital has executed an
investment management agreement and (ii) “Funds” means investment vehicles that are exempt
from registration under the Investment Company Act of 1940, as amended (the “Company Act”),
and the securities of which are not registered under the Securities Act of 1933, as amended (the
“Securities Act”).
Whistler Capital’s Clients include the following (each, a “Fund,” and collectively, together with
any future private investment fund to which Whistler Capital and/or its affiliates provide investment
advisory services, the “Funds”):
• WCP Healthcare Partners I, L.P. (“WCP Fund I”)
• WCP APH Holdco, L.P.
• WCP RP Holdco, L.P.
• WCP RP Holdco II, L.P. (“RP Holdco II”)
The following general partner entities are affiliated with Whistler Capital:
• WCP Healthcare Partners I GP, L.P.
• WCP RP Holdco GP, LLC
• WCP RP Holdco II GP, LLC
(each, a “General Partner,” and collectively, together with any future affiliated general partner
entities, the “General Partners”).
Each General Partner is subject to the Advisers Act pursuant to Whistler 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 Whistler Capital.
Whistler Capital’s advisory services generally consist of investigating, identifying, and evaluating
private equity investment opportunities (including growth equity and buyout investment
opportunities), structuring, negotiating, and making investments in portfolio companies, managing,
and monitoring the performance of such portfolio companies, and disposing of such investments.
Portfolio company investments will be effected through privately negotiated investment instruments
and may involve unregistered equity securities and/or debt securities. Portfolio company
investments may be leveraged. When prudent and consistent with the investment objectives and
restrictions of its Clients, Whistler Capital reserves the right to make other types of investments,
including, but not limited to, investments to hedge or mitigate risk related to a Fund’s illiquid long
equity exposure, foreign currency exposure, interest rate exposure, or other investment risks.
Whistler Capital’s advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), investment advisory, investment
management, or portfolio management agreements (each, an “Advisory Agreement”), the governing
agreement (such as a limited partnership agreement or analogous organizational document) of such
Fund (each, an “Organizational Document”) and/or side letters with limited partners or members of
the Funds (each a “Side Letter” and, together with the Advisory Agreements and the Organizational
Documents, the “Governing Documents”).
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
Whistler Capital and any investor. Investment advice will be provided directly to the Funds (subject
to the discretion and control of the applicable General Partner or sub-adviser, if applicable), and not
individually to the investors in the Funds. Investment restrictions for the Funds, if any, will be
established in the Governing Documents or offering documents of the applicable Fund. There is no
assurance that any of the Funds’ investment objectives will be achieved.
In certain circumstances, Whistler Capital expects that third parties may be offered the opportunity
to co-invest alongside Clients. These third parties may include investors in the Funds and other
entities affiliated with Whistler Capital, personnel or related persons of Whistler Capital, service
providers to the Funds, Whistler Capital, or their affiliates, portfolio company management, or
others. Whistler Capital applies its discretion when allocating such opportunities among potential
co-investors, taking into account facts and circumstances that may include the nature of the
transaction, speed of execution required, tax considerations, familiarity with and history of investing
in the relevant industry, ability to provide strategic insights, and other factors believed relevant by
Whistler Capital. 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, in certain cases a co-investor or co-invest
vehicle may (including a co-investing Fund) purchase 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 Whistler Capital’s sole discretion,
Whistler Capital 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.
Whistler Capital has and in the future expects to seek representation on the boards of directors (or
equivalent bodies) of the portfolio companies in which its Clients have control or influential
minority investments.
As of December 31, 2023, Whistler Capital’s regulatory assets under management were
approximately $1,355,009,911 managed entirely on a discretionary basis.