MS Capital Partners Adviser Inc. (the “Adviser”) was formed in 2008 and registered with the SEC under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”) in 2008.
The Adviser is a wholly-owned indirect subsidiary Morgan Stanley.
As of December 31, 2023, the Adviser had approximately $27,265,226,001 of regulatory assets under
management, all of which are managed on a discretionary basis.
The Adviser’s primary business is the management of pooled investment vehicles, including the Funds
(defined below), whose investment strategy is described below.
MS Expansion Capital GP LP (the “NH Capital General Partner”), MS Expansion Equity GP LP (the
“Expansion Equity General Partner”) and MS Expansion Equity IX GP LP (“NHEE IX General Partner”,
collectively the “Expansion Capital General Partners”) each affiliates of the Adviser and each a Delaware
limited partnership, are the respective general partners of (i) North Haven Expansion Capital LP (the “NH
Capital Fund”) and North Haven Expansion Capital Co-Investment Vehicle LP, a Delaware limited
partnership, (“NH Capital Co-Investment Vehicle” together with North Haven Expansion Capital LP and its
related parallel and feeder vehicles, the “NH Capital Funds”); (ii) North Haven Expansion Equity LP (the
“Expansion Equity Fund”) and North Haven Expansion Equity Opportunity Fund LP (“Expansion
Opportunity Fund”), a Delaware limited partnership (together with Expansion Equity Fund and its related
parallel and feeder vehicles, the “Expansion Equity Funds”) and (iii) North Haven Expansion Equity IX LP
(the “NHEE IX Fund”). The NH Capital Funds, Expansion Equity Funds and the NHEE IX Fund shall be
collectively referred to herein as the “Expansion Capital Funds” or “Expansion Capital Partnerships.” The
terms of the Expansion Capital Partnerships set forth herein are summary descriptions only and are qualified
in their entirety by the offering and governing documents of the Expansion Capital Partnerships.
The Expansion Capital Funds’ investment objective is to achieve attractive risk-adjusted returns primarily
through the creation of a portfolio of investments in equity-related and similar securities (including debt and
other securities with equity-like returns or an equity component) that are acquired primarily in privately
negotiated transactions, where the Expansion Capital Funds and their affiliates will have a controlling or
significant equity position. The Expansion Capital
Funds may also invest in debt or publicly traded securities
and assets or instruments related to the foregoing. The Expansion Capital Funds expect to invest primarily in
the United States, Canada and Western Europe and may invest in companies located in other countries when
attractive opportunities arise.
MS Expansion Credit GP L.P. (the “Expansion Credit General Partner”), an affiliate of the Adviser, is the
general partner of North Haven Expansion Credit LP, a Delaware limited partnership (the “Expansion Credit
Fund”) and its related funds, including but not limited to North Haven Expansion Credit Opportunity Fund
LP (the “Expansion Credit Opportunity Fund”), a Delaware limited partnership. MS Expansion Credit II GP
LP (the “ECII General Partner”; together with the “Expansion Credit General Partners”), an affiliate of the
Adviser, is the general partner of North Haven Expansion Credit II LP, a Delaware limited partnership (the
“Expansion Credit II Fund”; together, with the Expansion Credit Fund and its related parallel and feeder
vehicles, the “Expansion Credit Funds” or the “Expansion Credit Partnerships”). The terms of the Expansion
Credit Partnerships set forth herein are summary descriptions only and are qualified in their entirety by the
offering and governing documents of the Expansion Credit Partnerships.
The Expansion Credit Funds’ investment objective is to achieve current returns and long-term capital
appreciation primarily through the creation of a portfolio of investments in fixed income loan and debt
securities in growth companies that are acquired primarily in privately negotiated transactions. The Expansion
Credit Funds will invest in a diversified portfolio of growth credit investments primarily in North America,
which may include senior secured notes, senior subordinated notes, second lien debt, convertible notes,
preferred stock, convertible preferred stock and other similar investments, and common equity and warrants
related to such growth credit investments. The Expansion Credit Funds expect to invest primarily in
companies located in the United States, Canada and Western Europe and may invest in companies located in
other countries when attractive opportunities arise, subject to certain limitations.
The Expansion Capital General Partners and the Expansion Credit General Partner are collectively referred
to as the “General Partners”.
The Expansion Capital Funds and the Expansion Credit Funds are referred to as the “Funds”.