Primus Capital Partners, Inc., an Ohio corporation and a registered investment adviser, and
its affiliated investment advisers provide investment advisory services to private investment funds.
Primus Capital Partners, Inc. commenced operations in 1993.
Primus Capital Partners, Inc.’s clients include the following funds (each, a “Fund,” and
collectively, together with their respective parallel investment vehicles and any future private
investment fund to which Primus Capital Partners, Inc. and/or its affiliates provide investment
advisory services, the “Funds”):
• Primus Capital Fund V Limited Partnership;
• Primus Capital Fund VI, LP;
• Primus Capital Fund VII, LP;
• Primus Capital Fund VIII, LP (“Primus Capital Fund VIII”);
• Primus Executive Fund V Limited Partnership; and
• Primus Capital Fund IX, LP (“Primus Capital Fund IX”).
The following are general partner advisory entities affiliated with Primus Capital Partners,
Inc.:
• Primus Venture Partners V, L.L.C.;
• Primus Capital Partners VI, LLC;
• Primus Capital Partners VII, LLC;
• Primus Capital Partners VIII, LP; and
• Primus Capital Partners IX, LP
(each, a “General Partner” and collectively, together with any future affiliated general
partner entities, the “General Partners,” and together with Primus Capital Partners, Inc. and their
affiliated entities, “Primus Capital”). Each General Partner is subject to the Advisers Act pursuant
to Primus Capital Partners Inc.’s registration in accordance with SEC guidance. This Brochure
also describes the business practices of each General Partner, which operate as a single advisory
business together with Primus Capital.
The Funds are private equity funds and invest through negotiated transactions in operating
entities. Primus Capital’s investment advisory services to the 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 Primus Capital or its affiliates generally serve on such portfolio companies’ respective
boards of directors or otherwise act to influence control over management of portfolio companies
held by the Funds.
Primus Capital’s advisory services for the Funds are detailed in the applicable private
placement memoranda (each, a “Memorandum”), investment management agreements and
limited partnership agreements of the Funds
(each, a “Partnership Agreement” and, as
applicable, 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 the Funds (generally referred to herein as “investors” or “limited partners”) participate
in the overall investment program of the applicable Fund, but in certain circumstances are excused
from a particular investment due to legal, regulatory or other applicable constraints pursuant to the
Governing Documents; for the avoidance of doubt, such arrangements generally do not and will
not create an adviser-client relationship between Primus Capital and any investor. The Funds or
the General Partners have entered, and expect to continue to enter, into side letters or other similar
agreements (“Side Letters”) with certain investors that have the effect of establishing rights under
or altering or supplementing the terms of the Governing Documents with respect to such investors.
Additionally, from time to time, Primus Capital expects to provide (or agrees 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 Fund. Such co-investments typically involve investment and disposal of their
investments in the applicable portfolio company at the same time and on the same terms as the
relevant Fund making the investment. However, from time to time, for strategic and other reasons,
a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of an
investment from a Fund, which generally will have been funded through Fund investor capital
contributions and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor
or co-invest vehicle generally occurs shortly after the 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. Primus Capital, in its sole discretion, reserves 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 Fund for related costs.
However, to the extent such amounts are not so charged or reimbursed, they generally will be
borne by the relevant Fund.
As of December 31, 2023, Primus Capital managed approximately $1.779 billion in client
assets on a discretionary basis. Primus Capital Partners, Inc. is owned and controlled by Phillip C.
Molner II.