1801 Admin, a Delaware limited liability company and a SEC-registered investment
adviser, (“1801 Admin”) was established in 2011. 1801 Admin is wholly-owned by Versa Capital
Management, L.P., a Delaware limited partnership and a separately registered investment adviser
with the SEC (the “VCM, L.P.”), which is ultimately controlled by Gregory L. Segall.
1801 Admin’s clients include the following (each, a “Versa Fund,” and together with any
future private investment fund to which Versa Capital (as defined below) or its affiliates provide
investment advisory services, the “Versa Funds”):
• Versa Capital Fund II, L.P.;
• Versa Capital Fund II-A, L.P. (together with Versa Capital Fund II, L.P., the
“Versa II Funds”);
• Versa Capital Fund III, L.P.;
• Versa Capital Fund III-A, L.P.;
• Versa Capital Fund III-B, L.P. (together with Versa Capital Fund III, L.P. and Versa
Capital Fund III-A, L.P., the “Versa III Funds”);
• Versa AIV Investments III, L.P.; and
• Versa AIV Ancillary Investments III, L.P. (together with Versa AIV Investments
III, L.P., the “Versa AIV Funds”).
Affiliates of VCM, L.P. serve as the general partner (the “General Partners”) to one or
more Versa Funds and have the authority to make the investment decisions for the Versa Funds to
which they provide advisory services.
1801 Capital is engaged by VCM, L.P. through a sub-advisory agreement to provide
investment advice to each Fund. 1801 Capital provides its advice on a non-discretionary basis to
the VCM, L.P., which in turn provides its advice on a non-discretionary basis to the General
Partners. Because 1801 Admin does not engage in any transactions itself or maintain the client
relationship with the Versa Funds or the underlying beneficial owners, 1801 Admin’s advisory
business consists of its services to the VCM, L.P.; therefore, 1801 Admin’s operations and
business practices cannot be accurately described without substantial reference to the operations
and business practices of VCM, L.P. which are largely described herein. As such, many provisions
herein review the relationship between VCM, L.P., the General Partners and the Versa Funds, and
this should be viewed in all cases in light of the sub-advisory role of 1801 Admin, the non-
discretionary advice it provides to the VCM, L.P., and (as further described below) its interest in
the fees earned by VCM, L.P. In light of this relationship, 1801 Admin and VCM, L.P. are
collectively referred to herein as “Versa Capital.”
The Versa Funds are private equity funds and invest through negotiated transactions in
operating entities.
The General Partners’ investment advisory services to the Versa Funds consist
of identifying and evaluating investment opportunities, negotiating 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.
From time to time, where such investments consist of portfolio companies, the senior principals
or other personnel of Versa Capital or its affiliates may serve on such portfolio companies’
respective boards of directors or otherwise act to influence control over management of portfolio
companies held by the Versa Funds.
The General Partners’ advisory services for the Versa Funds are detailed in the applicable
private placement memorandum and limited partnership agreements of the Versa Funds (each, a
“Partnership Agreement”) and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” Limited partners in the Versa Funds participate in the
overall investment program for the applicable Versa Fund, but may be excused from a particular
investment due to legal, regulatory or other applicable constraints. The Versa Funds or the General
Partners have entered 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 Partnership Agreements with respect to such investors.
Additionally, from time to time, the Advisers may provide (or agree to provide) co-
investment opportunities to certain current or prospective investors or other persons, including the
opportunity to participate in co-invest vehicles that will invest in certain portfolio companies
alongside a Versa Fund. Such co-investment opportunities typically involve investment and
disposal of an investment in the applicable portfolio company at the same time and on the same
terms as the Versa Fund making the investment. However, from time to time, for strategic and
other reasons, a co-investor or co-invest vehicle may purchase a portion of an investment from a
Versa Fund, which generally would occur shortly after the Versa Fund’s completion of the
investment to avoid any changes in valuation of the investment, and in such instances the co-
investor co-invest vehicle may be charged interest on the purchase to compensate the relevant
Versa Fund for the holding period.
As of December 31, 2023, Versa Capital managed approximately $267,352,407 in client assets
on a discretionary basis.