Prairie Management Company, L.P., a Delaware limited partnership and a registered
investment adviser (the “Management Company,” and collectively with its affiliated investment
advisory entities and other organizations, “Prairie Capital” or “Prairie”), is a private investment
management firm that provides investment advisory services to investment funds that invest in
certain assets and are privately offered to qualified investors in the United States and elsewhere.
Prairie Capital commenced operations in July 1997 and the Management Company commenced
operations in December 2003.
The following general partner entities are affiliated with the Management Company
(collectively, with the Management Company, the “Advisers”):
Daniels & King Capital V, L.L.C. (“GP V”);
Daniels & King Capital VI, L.L.C. (“GP VI”); and
Prairie VII GP, LLC (“GP VII,” and collectively, together with GP V and GP VI,
and any future affiliated general partner entities, the “General Partners”).
The Advisers’ clients include the following (each, a “Partnership,” and collectively,
together with any future private investment fund to which the Advisers and/or their affiliates
provide investment advisory services, the “Partnerships”):
Prairie Capital V, L.P. (“PC V LP”);
Prairie Capital V QP, L.P. (“PC V QP,” and together with PC V LP, “PC V”);
Prairie Capital VI, L.P. (“PC VI LP”);
Prairie Capital VI QP, L.P. (“PC VI QP,” and together with PC VI LP, “PC VI”);
Prairie Capital VII, L.P. (“PC VII LP”); and
Prairie Capital VII QP, L.P. (“PC VII QP,” and together with PC VII LP, “PC VII”).
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 the day to day advisory services for the Partnerships
pursuant to a management services agreement. Each General Partner is subject to the Advisers Act
pursuant to the Management Company’s registration in accordance with SEC guidance. This
Brochure describes the business practices of the Advisers, which operate as a single advisory
business and are under common control. References contained in this Brochure to the strategy and
operations of a General Partner should be read to include the activities of the Management
Company and other Prairie affiliates that collectively engage in the investment process and
ongoing management of the Partnerships’ portfolio companies.
The Partnerships are private equity funds and 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. Although investments are made
predominantly in non-public companies, 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 a portfolio company’s board of directors or otherwise
act to influence control or management of portfolio companies in which the Partnerships have
invested. The Advisers’ advisory services to the Partnerships are further described in the relevant
private placement memoranda or other offering documents (each,
a “Memorandum”) and limited
partnership agreements or other operating agreements of the Partnerships (each, a “Partnership
Agreement” and, together with any relevant Memorandum, the “Governing Documents”), as well
as below under “Methods of Analysis, Investment Strategies and Risk of Loss” and “Investment
Discretion.” Investors in each Partnership (generally referred to herein as “investors” or “limited
partners”) participate in the overall investment program of such Partnership, but in certain
circumstances are excused from a particular investment due to legal, regulatory or other
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 enter into side letters
or similar agreements (“Side Letters”) with certain investors that have the effect of establishing
rights (including rights to economic or other terms) under, or altering or supplementing the terms
of the relevant Governing Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, Advisers expect to provide (or
agree to provide) investment or 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, Adviser personnel and/or certain other persons
associated with the Advisers and/or their affiliates. 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-invest vehicle generally
would occur 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 Advisers’ sole discretion, the Advisers reserve the right
to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to
adjust the purchase price under certain conditions), and to seek reimbursement to the relevant
Partnership for related costs. However, to the extent 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
$1,130,485,867 in client assets on a discretionary basis. Prairie Management GP, LLC and Daniels
& King Management GP, L.L.C. are the general partners of the Management Company. The
Management Company is principally owned by Nathan J. Good, Patrick J. Jensen, Christopher T.
Killackey, Sean M. McNally, C. Bryan Daniels and Stephen V. King.