Court Square Capital Management, L.P., a registered investment adviser, and its affiliated
investment advisers, Court Square Capital GP, LLC (“Fund II GP”), Court Square Capital GP III,
LLC (“Fund III GP”), Court Square Capital GP IV, L.P. (“Fund IV GP” and together with Fund
II GP and Fund III GP and collectively, together with any future affiliated general partner entities,
the “General Partners”), CSC Manager, L.P. (“Manager II”), Court Square Capital Manager III,
L.P. (“Manager III”), and Court Square Capital Manager IV, L.P. (“Manager IV” and together
with Manager II and Manager III collectively, the “Managers”) and the General Partners, the
Managers and Court Square Capital Management, L.P. (collectively, the “Advisers”) provide
investment advisory services to investment funds privately offered to qualified investors in the
United States and elsewhere. Each of the General Partners and each of the Managers are registered
under the Investment Advisers Act pursuant to Court Square Capital Management, L.P.’s
registration in accordance with SEC guidance. This Brochure also describes the business practices
of each General Partner and each Manager, which operate as a single advisory business together
with Court Square Capital Management, L.P. and referred to collectively as Court Square Capital.
Court Square Capital commenced operations in August 2006. As described in
“Supplemental Information About Certain Managing Partners of Court Square Capital,” the
Managing Partners (as defined below) worked together as a team of investment professionals prior
to the founding of Court Square Capital.
Fund II GP has delegated the management of the business and affairs of Fund II to Manager
II, which in turn has assigned such management to Court Square Capital Management, L.P. Fund
III GP delegated the management of the business and affairs of Fund III to Manager III, which in
turn has assigned such management to Court Square Capital Management, L.P. Fund IV GP has
delegated the management of the business and affairs of Fund IV to Manager IV, which in turn
has assigned such management to Court Square Capital Management, L.P. (See below for a list of
Fund II, Fund III and Fund IV funds; Fund II, Fund III and Fund IV each, a “Fund,” collectively,
the “Funds” and together with any future private investment fund managed by Court Square
Capital Management, L.P., the “Private Investment Funds”).
The Funds and any other Private Investment Funds are private equity funds and invest
through negotiated transactions in operating entities, referred to as “portfolio companies.” Court
Square Capital’s 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. Investments are made predominantly
in non-public companies, although investments in public companies are permitted subject to
certain limitations set forth in the applicable Fund’s limited partnership agreement or exempted
limited partnership agreement, as applicable (each, as amended, restated, amended and restated,
supplemented or otherwise modified from time to time, a “Fund Agreement”). Capitalized terms
used but not defined in this Brochure have meanings as defined in the applicable Fund Agreements.
The Managing Partners or other personnel of Court Square or its affiliates serve on the Fund’s
portfolio companies’ respective boards of directors or otherwise act to influence control over the
management of a Fund’s portfolio companies.
Fund II GP, a Delaware limited liability company, is the general partner of the private equity
funds listed below (together with any feeder vehicles, alternative investment vehicles and other
special purpose entities, “Fund II”).
• Court Square Capital Partners II, L.P., a Delaware limited partnership (“Onshore II”)
• Court Square Capital Partners (Executive) II, L.P., a Delaware limited partnership
(“Executive II”)
• Court Square Capital Partners (Offshore) II, L.P., a Cayman Islands exempted limited
partnership (“Offshore II”)
• Court Square Capital Partners II-A, L.P., a Delaware limited partnership (“Fund II-
A”)
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 equity fund’s Fund Agreement for specific
terms with respect to that private equity fund.
Additionally, Fund II affiliates are the manager of the following co-investment fund
(“Fund II Co-Investment Fund”), which was formed for the purpose of investing side-by-side
with Fund II in a certain portfolio company investment of Fund II on the same terms on a pro rata
basis based on relative commitment sizes of Fund II and the relevant Fund II Co-Investment Fund:
• CSC Encompass Holdings, LLC, a Delaware limited liability company
Fund III GP, a Delaware limited liability company, is the general partner of the private
equity funds listed below (together with any feeder vehicles, alternative investment vehicles and
other special purpose entities, “Fund III”).
• Court Square Capital Partners III, L.P., a Delaware limited partnership (“Onshore III”)
• Court Square Capital Partners (Executive) III, L.P., a Delaware limited partnership
(“Executive III”)
• Court Square Capital Partners III-A, L.P., a Delaware limited partnership (“Onshore
III-A”)
•
Court Square Capital Partners (Offshore) III, L.P., a Cayman Islands exempted limited
partnership (“Offshore III”)
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 equity fund’s Fund Agreement for specific
terms with respect to that private equity fund.
Additionally, Fund III affiliates are the manager of each of the following co-investment
funds (collectively, the “Fund III Co-Investment Funds”), which were formed for the purpose
of investing side-by-side with Fund III in a certain portfolio company investment of Fund III on
the same terms on a pro rata basis based on relative commitment sizes of Fund III and the relevant
Fund III Co-Investment Fund:
• CSC Insight Co-Investment LLC,
a Delaware limited liability company
• CSC PlayCore Group Co-Investment LLC, a Delaware limited liability company
• CSC IC Holdings, L.P., a Delaware limited partnership
• CSC Sapphire Holdings, L.P., a Delaware limited partnership
• CSC Sapphire Holdings II, L.P., a Delaware limited partnership
Fund IV GP, a Delaware limited partnership, is the general partner of the private equity
funds listed below (together with any feeder vehicles, alternative investment vehicles and other
special purpose entities, “Fund IV”).
• Court Square Capital Partners IV, L.P., a Delaware limited partnership (“Onshore IV”)
• Court Square Capital Partners (Executive) IV, L.P., a Delaware limited partnership
(“Executive IV”)
• Court Square Capital Partners IV-A, L.P., a Delaware limited partnership (“Onshore
IV-A”)
• Court Square Capital Partners (Offshore) IV, L.P., a Cayman Islands exempted limited
partnership (“Offshore IV”)
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 equity fund’s Fund Agreement for specific
terms with respect to that private equity fund.
Additionally, Fund IV affiliates are the manager of each of the following co-investment
funds (collectively, the “Fund IV Co-Investment Funds”), which were formed for the purpose
of investing side-by-side with Fund IV in a certain portfolio company investment of Fund IV on
the same terms on a pro rata based on relative commitment sizes of Fund IV and the relevant Fund
IV Co-Investment Fund:
• CSC ADS Holdings, L.P., a Delaware limited partnership
• CSC Alta Co-Invest, L.P., a Delaware limited partnership
• CSC Bright Light Holdings, L.P., a Delaware limited partnership
• CSC Connatix Holdings, L.P., a Delaware limited partnership
• CSC Fusion Holdings, L.P., a Delaware limited partnership
• CSC Lancet Holdings, L.P., a Delaware limited partnership
• CSC TS Holdings, L.P., a Delaware limited partnership
Court Square Capital’s advisory services for the Private Investment Funds are further
detailed in the applicable private placement memoranda and the supplements thereto (each, a
“Private Placement Memorandum” and, collectively, the “Private Placement Memoranda”
and, together with any relevant Fund Agreements, the “Governing Documents”), 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 are permitted to be
excused from a particular investment due to legal, regulatory or other agreed-upon circumstances
pursuant to the relevant Fund Agreement; such arrangements generally do not and will not create
an adviser-client relationship between Court Square Capital and any investor. The 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 applicable Fund Agreement.
Additionally, as permitted by the relevant Fund Agreement, the 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, Court Square Capital’s personnel and/or certain
other persons associated with Court Square Capital and/or its affiliates alongside a particular
Fund’s transactions. 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 Fund making the
investment. However, for strategic and other reasons, a co-investor or co-invest vehicle (including
a co-investing Fund) purchases a portion of an investment from one or more Funds after such
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 Fund by a co-investor
or co-invest vehicle typically 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, and the co-investor or co-invest vehicle is permitted to be charged interest on the
purchase to compensate the relevant Fund for the holding period, or required to reimburse the
relevant Fund 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 Fund.
As of December 31, 2023, Court Square has regulatory assets under management of
approximately $7.717 billion in client assets all on a discretionary basis.
Court Square Capital is controlled by its general partner, CSC GP, LLC, a Delaware limited
liability company (“CSC GP”). CSC GP is governed by a board of managers consisting of
Christopher D. Bloise, Michael Delaney, Ian D. Highet, Thomas F. McWilliams, David T. Nguyen,
Joseph M. Silvestri, David F. Thomas, Jeffrey F. Vogel, John D. Weber and Kevin White
(collectively, the “Managing Partners”). No single person is a principal owner of Court Square
Capital or CSC GP. Manager II is controlled by its general partner, CSC Manager GP, LLC, a
Delaware limited liability company, which is controlled by the Managing Partners. No single
person is the principal owner of Manager II or CSC Manager GP, LLC. Manager III is controlled
by its general partner, CSC GP III, LLC, a Delaware limited liability company, which is controlled
by the Managing Partners. No single person is a principal owner of Manager III or CSC GP III,
LLC. Manager IV is controlled by its general partner, CSC GP IV, LLC, a Delaware limited liability
company, which is controlled by the Managing Partners. No single person will be a principal owner
of Manager IV or CSC GP IV, LLC.