Pegasus Capital Advisors, L.P.(“Pegasus”) is an independent private equity manager founded by Craig
Cogut in 1996 and organized under the laws of the State of Delaware as a limited partnership. Pegasus Capital
Advisors GP, LLC is the general partner of Pegasus. Pegasus is led by Mr. Cogut, who brings a wealth of
investment, operational and financial expertise and experience to Pegasus Capital Advisors, L.P. and its
affiliates. Mr. Cogut is the principal owner of Pegasus Capital Advisors GP, LLC.
Pegasus serves as an investment manager and provides advisory services to several related collective
investment vehicles, including private investment partnerships, foreign investment companies and operating
companies, together with any respective parallel funds, alternative investment vehicles, special purpose
and/or subsidiary investment vehicles (each a “Fund” or collectively the “Funds”).
Pegasus generally advises Funds that are/were organized to invest primarily in middle-market companies
within the investment themes of sustainability and wellness, as described more fully in the Governing Fund
Documents (defined below) for each applicable Fund. Pursuant to the foregoing strategy, Pegasus seeks to
generate attractive returns by applying its team of operating, technical, regulatory and financial experts in the
sustainable and wellness space to middle-market companies that otherwise might not have access to such
resources. Such Funds target investments primarily in the United States, Canada, Central America and the
Caribbean, in markets where they have significant expertise, including but not limited to energy, water, food,
the built environment, waste and recycling, microbiome, sleep and mind-body, nutrition, wellness destination
and brain health.
Pegasus has also formed a Fund that is focused on pursuing investments in mid-size climate infrastructure
and nature-based solutions in developing countries. The Fund will pursue investments in mid-size climate
infrastructure solutions, including sustainable energy solutions, waste and water solutions, as well as nature-
based solutions in the main developing geographic areas of Latin America and the Caribbean, Africa, Asia,
and the Mediterranean. In addition, Pegasus has formed a Fund that will be focused on pursuing investments
that have a positive impact on the resiliency of certain coral reefs in developing countries.
As of December 31, 2023, Pegasus managed $438,348,382 million in assets on behalf of the Funds,
$403,578,796 million on a discretionary basis and $34,769,586 million on a non-discretionary basis.
Pegasus seeks to employ a flexible investment strategy that emphasizes appropriate positioning in the target
company’s capital structure to minimize risk and maximize potential return. Pegasus will typically evaluate
both the potential investment’s business, as well as the industry in which it competes, working closely with
its team of operational advisory partners, “senior strategic advisors,” or other industry experts and consultants
(collectively, “Operating Partners”). Operating Partners are typically independent contractors who are
industry experts in the various operating sectors in which Pegasus invests on behalf its clients. They may
suggest opportunities in certain sectors to Pegasus and may be called upon to generate, evaluate, execute
and manage activities of the operating companies. Operating Partners do not make any investment
decisions.
Shares or limited partnership interests in the Funds are not registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), and the Funds are not registered under the U.S. Investment Company
Act of 1940, as amended. Accordingly, interests or shares in the Funds are offered and sold exclusively to
investors satisfying the applicable eligibility and suitability requirements, either
in private transactions within
the United States or in offshore transactions.
In providing investment management and advisory services to the Funds, Pegasus formulates each Fund’s
investment objectives, directs and manages the investment and reinvestment of assets, and provides reports
to investors. Each Fund structure may vary, but typically the Funds, or portions of them, are structured as
limited partnerships, each with a general partner (“General Partners”) that is an affiliate of Pegasus.
Investment advice is provided directly to the Funds and not individually to the investors of the Funds (the
“Investors” or “Limited Partners”). Pegasus manages the assets of the Funds in accordance with the terms
of each Fund’s confidential offering and/or private placement memorandum, individual limited partnership or
operating agreement and other governing documents applicable to each Fund (the “Governing Fund
Documents”).
In supporting the portfolio companies of the Funds, Pegasus simultaneously promotes from time to time
portfolio companies held in different Funds or within the same Fund to the extent they are complementary.
Pegasus also includes, from time to time, in its marketing efforts companies in which the Funds have no
interest, some of which may be affiliates of persons associated Pegasus (see Item 10 for additional
information). Pegasus generally will involve such companies in its promotional efforts to the extent they, as
part of a package of solutions, make the Funds’ portfolio companies more attractive.
Pegasus also provides consulting services to Impala Energy Holdings Ltd., a Cayman Islands exempted
company (“Impala”) which focuses on investments in Sub-Sahara Africa clean and renewable power projects.
As part of the consulting services, Pegasus participates, as an observer, in board meetings of the company
and provides input and advice with respect to such matters as the company reasonably requests from time to
time. Impala is not a portfolio company of any Fund.
Additionally, as described further below under Item 8: Methods of Analysis, Investment Strategies and Risk
of Loss — “Conflicts of Interest,” from time to time and as permitted by the relevant Governing Fund
Documents, Pegasus expects to 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 affiliates of Pegasus, vendors, finders, other sponsors, market participants, and other service
providers, Pegasus’ personnel and/or certain other persons associated with Pegasus (including Operating
Partners) and/or other third parties. 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, from time to time, for strategic and other reasons, a co-investor or co-invest vehicle
may purchase 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). 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. Where appropriate, and in Pegasus’ sole
discretion, Pegasus is authorized 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.