Clarion is an investment firm, founded in 1999, whose primary business has historically been the
management of private equity funds. The firm, owned by Marc A. Utay and Eric D. Kogan, has
two primary business segments: Private Equity, offered through private investments funds, and
Structured Credit, offered through private investment funds, separately managed accounts (each
an “SMA Client” and collectively the “SMA Clients”) and an Insurance-Dedicated Fund. Special
purpose companies/vehicles may be organized to hold investments for the funds, and Clarion
may offer co-investment opportunities through dedicated co-investment vehicles and/or
alongside the funds. The private investment funds, along with related special purpose
companies/vehicles, and the Insurance-Dedicated Fund are referred to herein each as a “Fund”
or collectively as the “Funds”. The “Private Equity Funds” are organized to make primarily
control-oriented private equity investments in diversified middle-market portfolio companies
generally located in the United States, and the “Structured Credit Funds” are organized to invest
in various tranches of collateralized obligation issuers and equity tranches of privately financed
and other senior secured loan funding vehicles. The Funds are long-term investment vehicles that
require certain lock-up periods. As it relates to primary new issue CLO investments, to the extent
an investment made by the Structured Credit Funds or the Insurance-Dedicated Fund exceeds the
allocation limit for the fund as determined by Clarion, the investment may be allocated among
the fund and the SMA Clients. Clarion may allocate secondary investments between the
Structured Credit Funds, the Insurance Dedicated Fund and the SMA Clients at its discretion.
As of December 31, 2023, Clarion managed approximately $ 1,737,302,031 of regulatory assets
under management on a discretionary basis.
In managing the Funds, Clarion formulates investment objectives, directs, and manages
the
investment of the Funds’ assets, and provides periodic reports to investors. Investment advice is
provided directly to the Funds and not individually to the investors in the Funds. Clarion manages
the assets of the Funds in accordance with the terms of the governing documents applicable to
each Fund, including a private placement memorandum and limited partnership agreement (each
a “Governing Document” or collectively the “Governing Documents”).
Clarion applies its discretion when allocating co-investment opportunities to investors, company
management and others, taking into account facts and circumstances which may include the
nature of the transaction, speed of execution required, tax considerations, familiarity with and
history of investing in the relevant industry, and ability to provide strategic insights. In certain
circumstances, service providers (or their affiliates) may be offered the opportunity to co-invest.
Clarion may allocate co-investment opportunities in such proportion as determined by it, in its
sole discretion, taking into account any factors it deems relevant. Clarion endeavors to remain
informed regarding investor interest in co-investments by maintaining records of those investors
who have expressed interest in co-investments and have completed co-investments with Clarion
in the past.
The Funds may enter into separate agreements, commonly referred to as “side letters”, with
certain investors to waive or modify certain requirements, which are mostly non-economic in
nature and described in the relevant Governing Documents. Under certain circumstances, side
letters can create preferences for such investors with respect to other investors.
Clarion manages the SMA Clients on a discretionary basis, and in accordance with each such
client’s investment management agreement (“IMA”). To the extent mutually agreed upon and
communicated in writing, Clarion will accept reasonable restrictions imposed by SMA Clients
with respect to the management of their account(s).