Water Street (as defined below) is a private investment management firm, including
several registered investment advisory entities and other organizations affiliated with the
Management Company (collectively, “Water Street”).
The Management Company, a Delaware limited liability company and a registered
investment adviser, provides investment advisory services to private investment funds. The
Management Company commenced operations in January 2005.
The following are affiliated advisers of the Management Company (collectively with the
Management Company, the “Advisers”):
• Water Street Healthcare Management, L.P. (“GP I”);
• Water Street Healthcare Management II, L.P. (“GP II”);
• Water Street Healthcare Management III, L.P. (“GP III”);
• WSHM III AIV, L.P. (“GP III AIV”);
• Water Street Healthcare Management IV, L.P. (“GP IV”);
• Water Street Healthcare Management IV S, L.P. (“Sidecar GP”);
• Water Street Healthcare Management V, L.P. (“GP V”);
• Pegasus WS GP L.P. (“Pegasus WS GP”); and
• Water Street Orion Management, L.P. (“Water Street Orion Management,” and
collectively with GP I, GP II, GP III, GP III AIV, GP IV, Sidecar GP, GP V, Pegasus WS
GP and any future affiliated general partner entities, the “General Partners”).
The Advisers’ clients include the following (each, a “Partnership,” collectively, and
together with any future private investment fund(s) to which Water Street and/or its affiliates
provide investment advisory services, the “Partnerships”):
• Water Street Healthcare Partners, L.P. (“Fund I”);
• Water Street Healthcare Partners II, L.P. (“Fund II”);
• Water Street Healthcare Partners III, L.P. (“Fund III”);
• WSHP III AIV, L.P. (“Fund III AIV”);
• WS Associate Co-Invest Partners, LLC;
• Water Street Healthcare Partners IV AIV Parallel, L.P. (“Fund IV Parallel”);
• WSHP IV AIV Cayman, L.P. (“Fund IV Cayman”);
• WSHP IV AIV Parallel Cayman, L.P. (“Fund IV Parallel Cayman”);
• Water Street Healthcare Partners IV, L.P. (“Fund IV”);
• Water Street Healthcare Partners IV S, L.P. (“Fund IV Sidecar Main”);
• Water Street Healthcare Partners IV S Parallel, L.P. (“Fund IV Sidecar Parallel,” and
together with Fund IV Sidecar Main, “Fund IV Sidecar”);
• Pegasus WSJLL Fund, L.P. (“Pegasus WSJLL Fund”);
• Water Street Orion Fund Parallel, L.P. (“Water Street Orion Fund Parallel”);
• Water Street Orion Fund, L.P. (“Water Street Orion Fund,” and together with Water
Street Orion Fund Parallel, the “Water Street Orion Funds”);
• Water Street Healthcare Partners V, L.P. (“Fund V”); and
• Water Street Healthcare Partners V Parallel, L.P. (“Fund V Parallel”).
The General Partners each serve as general partner to one or more Partnerships and have
the authority to make the investment decisions for the Partnerships to which they provide
advisory services. The Management Company provides certain advisory services to the General
Partners. Each General Partner is subject to the Advisers Act pursuant to the Management
Company’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 the Management Company.
The Partnerships invest and future Partnerships are expected to invest through negotiated
transactions in operating entities, generally referred to herein as “portfolio companies.” The
Advisers’ investment advisory services to the Partnerships consist of identifying and evaluating
investment opportunities, negotiating the terms of investments, managing and monitoring
investments and achieving dispositions for such investments. Investments
are made
predominantly in non-public companies, although investments in public companies are
permitted. Where such investments consist of portfolio companies, the senior principals or other
personnel of the Advisers or their affiliates generally serve on such portfolio companies’
respective boards of directors or otherwise act to influence control over management of portfolio
companies in which the Partnerships have invested.
The Advisers’ advisory services for Partnerships are detailed in the relevant private
placement memoranda or other offering documents (each, a “Memorandum”) and limited
partnership or other operating agreements of the Partnerships (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.” Investors
in Partnerships (generally referred to herein as “investors” or “limited partners”) participate in
the overall investment program for the applicable Partnership, but in certain circumstances are
excused from a particular investment due to legal, regulatory or other applicable constraints or
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 the
Advisers and any investor. The Partnerships or the General Partners generally have entered into
side letters or other similar agreements with certain investors that have the effect of establishing
rights under, or altering or supplementing the terms (including economic or other terms) of, the
Governing Documents with respect to such investors.
Additionally, the Advisers expect to provide (or agree to provide) certain current or
prospective investors, portfolio company management or personnel, or other persons, including
Water Street personnel and/or certain other persons associated with Water Street and/or its
affiliates (to the extent not prohibited by the Governing Documents), co-investment
opportunities (including the opportunity to participate in co-invest vehicles) that will invest in
certain portfolio companies alongside a Partnership. 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 Partnership making the investment. However, for strategic and other
reasons, a co-investor or co-invest vehicle (including a co-investing Partnership) purchases a
portion of an investment from one or more Partnerships after such Partnerships 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 Partnership investor capital
contributions and/or use of a Partnership credit facility. Any such purchase from a Partnership by
a co-investor or co-invest vehicle generally occurs shortly after the Partnership’s completion of
the investment to avoid any changes in valuation of the investment, but in certain instances
could be well after the Partnership’s initial purchase. Where appropriate, and in the Adviser’s
sole discretion, the Adviser is authorized to charge interest on the purchase to the co-investor or
co-invest vehicle, and to seek reimbursement to the relevant Partnership 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 Partnership.
As of December 31, 2023, the Management Company managed approximately
$7,448,252,224 in client assets on a discretionary basis. The Management Company is
principally owned and controlled by Timothy A. Dugan.