Avista Capital Partners is a private investment management firm, including a registered
investment advisory entity and other affiliated organizations affiliated with Avista Capital
Holdings, L.P., a Delaware limited partnership (“Avista Capital Holdings” and, together with
such affiliated organizations, collectively, “Avista”), that manages approximately $4.8 billion in
private fund assets as of December 31, 2023.
Avista Capital Holdings is a registered investment adviser that commenced operations in
May 2005. Avista Capital Holdings and its affiliated investment advisers, , Avista Capital Partners
IV GP, L.P. (“ACP IV GP”, Avista Capital Partners V GP, L.P. (“ACP V GP”), Avista Capital
Partners VI GP, L.P. (“ACP VI GP”) and Avista Healthcare Partners GP, Ltd., (“AHP GP”), and
together with ACP IV GP, ACP V GP, ACP VI GP and any future affiliated general partner
entities, the “General Partners”, and together with Avista Capital Holdings, the “Advisers”)
provide investment advisory services to private investment funds. Each of the General Partners is
registered under the Advisers Act pursuant to Avista Capital Holdings’ registration in accordance
with SEC guidance. This Brochure also describes the business practices of each Adviser, which
operate as a single advisory business together with Avista Capital Holdings.
Avista Capital Holdings serves as the management company of Fund IV, Fund V, Fund VI
and Avista Healthcare, pursuant to the Management Agreements (defined below). (See below for
a list of the funds comprising Fund IV, Fund V and Fund VI funds; Fund IV, Fund V, Fund VI and
Avista Healthcare each, a “Fund,” collectively, the “Funds” and together with any future private
investment fund managed by Avista Capital Holdings, the “Private Investment Funds”.) In its
capacity as the management company of the Funds, Avista Capital Holdings has the authority to
manage the business and affairs of the Funds.
The Funds and any other Private Investment Funds are private equity funds and invest
through negotiated transactions in operating entities, generally referred to herein as “portfolio
companies.” Avista Capital Holdings’ investment advisory services to the Funds consist of
identifying and evaluating investment opportunities, negotiating the terms of investments,
managing and monitoring investments and achieving dispositions for such investments. Although
investments are made predominantly in non-public companies, investments in public companies
are permitted subject to certain limitations set forth in the applicable Fund’s limited partnership
agreement or other operating agreement or governing document (each, a “Limited Partnership
Agreement,” collectively, “Limited Partnership Agreements”). Where such investments
consist of portfolio companies, the senior principals or other personnel of Avista Capital Holdings
or its affiliates may serve on such portfolio companies’ respective boards of directors or otherwise
act to influence control over management of portfolio companies in which the Funds have invested.
ACP IV GP, a Delaware limited liability company, is the general partner of the private
funds listed below:
• Avista Capital Partners IV, L.P., a Delaware limited partnership (“Onshore
Fund IV”)
• Avista Capital Partners (Offshore) IV, L.P., a Bermuda exempted limited
partnership (“Offshore Fund IV”)
For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund
IV” include each of the above-named private funds. While the substantial majority of the terms
of each above named fund are the same, each of such funds was formed to suit the purposes of
certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are
slight variations in structure and investment terms among the funds. Investors should refer to the
private fund’s Limited Partnership Agreement for specific terms with respect to that private fund.
Further, ACP IV GP is the manager of the following co-investment funds (the “Fund IV
Co-Investment Funds”), each of which was formed for the purpose of investing side-by-side with
Fund IV in a certain portfolio company investment of Fund IV at the same time and on the same
terms on a pro rata basis based on relative commitment sizes of Fund IV and the Fund IV Co-
Investment Funds.
• ACP Ulysses Co-Invest LLC, a Delaware limited liability company
• ACP Nimble Co-Invest, LLC, a Delaware limited liability company
ACP V GP, a Delaware limited liability company, is the general partner of the private funds
listed below:
• Avista Capital Partners V, L.P., a Delaware limited partnership (“Onshore
Fund V”)
• Avista Capital Partners (Offshore) V, L.P., a Bermuda exempted limited partnership
(“Offshore Fund V”)
For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund V”
include each of the above-named private funds. While the substantial majority of the terms of
each above named fund are the same, each of such funds was formed to suit the purposes of certain
types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are slight
variations in structure and investment terms among the funds. Investors should refer to the private
fund’s Limited Partnership Agreement for specific terms with respect to that private fund.
Further, ACP V GP is the manager of the following co-investment funds, each of which
was formed for the purpose of investing side-by-side with Fund V in a certain portfolio company
investment of Fund V at the same time and on the same terms on a pro rata basis based on relative
commitment sizes of Fund V and the Fund V Co-Investment Fund.
• ACP Charger Co-Invest LLC, a Delaware limited liability company
• ACP Hyperdrive Co-Invest LLC, a Delaware limited liability company
ACP VI GP, a Delaware limited liability company,
is the general partner of the private
funds listed below:
• Avista Healthcare Partners VI, L.P., a Delaware limited partnership (“Onshore
Fund VI”)
• Avista Healthcare Partners (Offshore) VI, L.P., a Bermuda exempted limited
partnership (“Offshore Fund VI”)
For the sake of clarity, unless otherwise indicated, references in this Brochure to “Fund
VI” include each of the above-named private funds. While the substantial majority of the terms
of each above named fund are the same, each of such funds was formed to suit the purposes of
certain types of investors (e.g., U.S. tax-exempt investors, non-U.S. investors, etc.) so there are
slight variations in structure and investment terms among the funds. Investors should refer to the
private fund’s Limited Partnership Agreement for specific terms with respect to that private fund.
Further, ACP VI GP is the manager of the following co-investment fund (the “Fund VI Co-
Investment Fund”), which was formed for the purpose of investing side-by-side with Fund VI in a
certain portfolio company investment of Fund VI at the same time and on the same terms on a pro
rata basis based on relative commitment sizes of Fund VI and the Fund VI Co-Investment Fund.
• ACP Canopy Co-Invest LLC, a Delaware limited liability company
AHP GP, a Bermuda exempted company, is the general partner of Avista Healthcare
Partners, L.P. a Bermuda exempted limited partnership (“Avista Healthcare”). Avista Healthcare
has one co-investment fund: ACP Acrobat Co-Invest L.P., a Bermuda exempted limited
partnership, which is managed by its general partner ACP III AIV GP, Ltd., a Bermuda limited
company, (the “AHP Co-Investment Fund”, and together with the Fund IV Co-Investment
Funds, the Fund V Co-Investment Funds and the Fund VI Co-Investment Fund, the “Avista Co-
Investment Funds”).
References to “Bermuda Funds” include Offshore Fund IV, Offshore Fund V, Offshore
Fund VI and Avista Healthcare.
Avista Capital Holdings’ advisory services for the Private Investment Funds are further
detailed in the applicable private placement memoranda or other offering documents (each, a
“Private Placement Memorandum” and, collectively, the “Private Placement Memoranda”),
the applicable management agreements (each, a “Management Agreement” and, collectively, the
“Management Agreements”) and the Limited Partnership Agreements of the Funds and are
further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
Investors in the Private Investment 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 relevant Limited Partnership Agreement: such arrangements
generally do not and will not create an adviser-client relationship between Avista and any investor.
The Funds and the General Partners have entered into side letters or other similar agreements
(“Side Letters”) 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 Limited
Partnership Agreement with respect to such investors.
Additionally, the Advisers may provide (or agree to provide) co-investment opportunities
(including the opportunity to participate in co-invest vehicles) 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, the Advisers’ personnel
and/or certain other persons associated with the Advisers and/or its affiliates (to the extent not
prohibited by the applicable Limited Partnership Agreement). 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 Private Investment Fund making the investment. However, for
strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund) may
purchase a portion of an investment from one or more Private Investment Funds after such Private
Investment 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 Private
Investment Fund by a co-investor or co-invest vehicle generally occurs shortly after the Private
Investment 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, and the co-
investor or co-invest vehicle may be charged interest on the purchase to compensate the relevant
Private Investment Fund for the holding period, and generally will be required to reimburse the
relevant Private Investment Fund for related costs.
Avista has entered into a strategic relationship with two strategic investors (the “Strategic
Investors”) in which each Strategic Investor has acquired a minority interest (each less than 20%)
in Avista. In addition, the Strategic Investors have agreed to make significant capital commitments
to Avista Capital Partners V, L.P. and Avista Healthcare Partners VI, L.P. and certain other
investment vehicles sponsored by Avista. The Strategic Investors will not participate in the day-
to-day management of Avista.
As of December 31, 2023, Avista Capital Holdings managed approximately $4.8 billion in
client assets on a discretionary basis. Avista Capital Holdings and each of the General Partners
are controlled, directly or indirectly, by the principal owners of Avista Capital Holdings:
Thompson Dean and David Burgstahler.