Clearhaven Partners LP, a registered investment adviser, is a Delaware limited partnership with its principal
place of business in Boston, Massachusetts. Clearhaven Partners LP and its affiliated investment advisers
provide discretionary investment advisory services to their clients, which currently consist of private
investment funds. Clearhaven Partners LP was founded in August 2019 and commenced operations as an
investment adviser in May 2020.
Clearhaven Partners LP’s clients consist of Clearhaven Fund I, L.P., Clearhaven Fund I-A, L.P., Clearhaven
Fund II, L.P., and Clearhaven Fund II-A, L.P. (each, a “Fund”, and collectively, the “Funds”). Clearhaven
Partners LP provides discretionary investment advisory services and serves as investment manager to the Funds
(limited partners in the Funds are referred to as an “Investor”). Clearhaven Partners LP provides discretionary
investment management advice and advisory services to the Funds (and not individually to Investors) pursuant
to the terms of a private placement memorandum or other offering document (each, a “Memorandum”),
limited partnership agreements or other operating agreements or governing documents (each, a “Partnership
Agreement” and together with any relevant Memorandum, the “Governing Documents”) and are further
described below under “Methods of Analysis, Investment Strategies and Risk of Loss”.
Clearhaven GP I, L.P., Clearhaven GP II, L.P., and Clearhaven Opportunities GP I, L.P. (each, a “General
Partner”, and collectively, together with any future affiliated general partner entities, the “General Partners,”
and together with Clearhaven Partners LP and their affiliated entities, the “Firm”) are advisory entities
affiliated with Clearhaven Partners LP.
Unless the context otherwise requires, references in this Brochure to “Clearhaven” should be construed to
mean Clearhaven Partners LP. Where applicable each General Partner has arranged for services to be
performed by Clearhaven Partners LP and its respective personnel in connection with the relevant investment
management agreement between Clearhaven Partners LP and a General Partner on behalf of the Funds. The
General Partners are subject to the Advisers Act pursuant to Clearhaven’s registration in accordance with SEC
guidance. This Brochure also describes the business practices of the General Partners, which operate as a single
in the United States and elsewhere. The Funds are not registered under the Securities Act of 1933, as amended
(the “Securities Act”), or the Investment Company Act of 1940, as amended (the “Investment Company
Act”).
The Funds are private equity funds and generally invest through negotiated transactions in the equity securities
of operating companies (each, a “Portfolio Investment” and collectively, the “Portfolio Investments”)
through transactions in each company (each, a “Portfolio Company”, and collectively, the “Portfolio
Companies”). Although investments are made predominantly in non-public companies, investments in public
companies are permitted and the Funds may do so under certain circumstances. Clearhaven’s investment
advisory services to the Funds consist of identifying and evaluating investments, negotiating the terms of
investment, managing, and monitoring the Portfolio Investments and ultimately completing dispositions of
those Portfolio Companies. Personnel of Clearhaven Partners LP have and will likely serve on Portfolio
Companies’ boards of directors or otherwise act to influence control over management of the Portfolio
Companies.
In addition to the Funds listed above, Clearhaven expects to advise certain vehicles to facilitate discrete
investment opportunities and/or co-investments. The Funds or Clearhaven enter into side letters or similar
arrangements (“Side Letters”) with certain Investors that have the effect of establishing rights (including
economic or other terms) under or altering or supplementing a Fund’s Limited Partnership Agreement with
respect to such Investors. Other Side Letter rights are likely to confer benefits on the relevant Investor at the
expense of the relevant Fund or of Investors as a whole, including in the event that a Side Letter confers
additional reporting, information rights and/or transfer rights, the costs and expenses of which are expected to
be borne by the relevant Fund.
Additionally, as further described herein and in the Governing Documents, it is Clearhaven’s practice to retain
or work with experienced business and financial executives and other professionals on a limited or regular
basis operating professionals (some of which are designated by Clearhaven as an “Operating Partner,”
“Operating Advisor,” “Operating Executive,” or similar title and collectively, the “Operations Group”) or
other consultants or service providers to provide services to (or with respect to) one or more Funds or certain
current or prospective Portfolio Companies in which one or more Funds invest (including assisting in the
review and analysis of companies being considered for investment by the Funds) or those companies’
management teams. Such Operations Group members generally will not be employees of Clearhaven and will
provide services in relation to the identification, acquisition, holding, improvement, and disposition of
Portfolio Companies, including operational aspects of such companies. These services may also include serving
in management or policy-making positions for Portfolio Companies.
Clearhaven is responsible for investing the assets of each Fund in accordance with the investment objectives,
policies, and guidelines set forth in its Governing Documents. Investors in the Funds 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 Clearhaven and
any Investor. The Funds or a General Partners have in the past, and are permitted in the future, to enter into
Side Letters or other similar agreements with certain Investors that have the effect of establishing rights
(including economic or other terms) under, or altering or supplementing the terms of, the relevant Partnership
Agreement with respect to such Investors.
Additionally, as permitted for in by the Governing Documents, Clearhaven expects to provide (or agree to
provide) investment co-investment opportunities (including the opportunity to participate in co-investment
vehicles such as the Executive Funds (as defined below)) to certain current or prospective investors or other
persons, including other sponsors, market participants, finders, consultants and other service providers,
portfolio company management or personnel, Clearhaven personnel and/or certain other persons associated
with Clearhaven and/or its affiliates (such as a vehicle formed by Clearhaven’s principals to coinvest alongside
the Funds’ transactions (the “Executive Funds”)). Such co-investments typically involve investment and
disposal of interests in a Portfolio Company at substantially the same time and on the same terms as the Fund
making the investment, subject to certain exceptions set forth in the governing documents of such Fund, and
are subject to certain fees and expenses, as described herein (generally including similar expenses as are borne
by a Fund, and as agreed among Clearhaven and the relevant co-investor or co-investment vehicle). However,
for strategic and/or 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
such Portfolio Company (also known as a post-closing sell-down, syndication or transfer), which generally
will have been funded through a Fund’s capital contributions and/or use of a Fund credit facility. Any such
purchase from a Fund by a co-investor or co-invest vehicle (including a co-investing Fund) generally occurs
shortly (that is, typically within months) after the Fund’s completion of the investment and prior to any changes
in valuation of the investment, but in certain instances could be well after the Fund’s initial purchase. Where
appropriate, and in Clearhaven’s sole discretion, Clearhaven reserves the right to charge the co-investor or co-
invest vehicle (including a co-investing Fund) interest on the purchase (or the purchase price otherwise is
equitably adjusted at the discretion of Clearhaven under certain conditions) to compensate the relevant Fund
for the holding period and generally will be required to reimburse the Fund for related costs. However, to the
extent any such amounts are not charged to, or reimbursed by, a co-investor, such costs will be borne by the
applicable Fund.
As of December 31, 2023, Clearhaven managed $980,001,797 in client assets on a discretionary basis.