Arsenal Capital Management LP (“Arsenal Capital Management”, “ACM” or “Arsenal”), a
Delaware limited partnership and a registered investment adviser formed in 2000, provides
investment advisory services on a discretionary basis to several private equity funds: (i) Arsenal
Capital Partners III LP and Arsenal Capital Partners III-B LP comprise “Fund III”; (ii) Arsenal
Capital Partners IV LP and Arsenal Capital Partners IV-B LP, comprise “Fund IV”; (iii) Arsenal
Capital Partners V LP and Arsenal Capital Partners V-B LP comprise “Fund V”; (iv) Arsenal
Capital Partners VI LP, Arsenal Capital Partners VI-B LP and Arsenal Capital VI Executive LP
(“VI Executive”) comprise “Fund VI”; and (v) Arsenal Capital Partners Growth LP, Arsenal
Capital Partners Growth B LP and Arsenal Capital Growth Executive LP (“Growth Executive”)
(the “Growth Fund”). Fund III, Fund IV, Fund V, Fund VI, and the Growth Fund are organized to
invest in portfolio companies (together with any future private equity fund to which ACM or its
affiliates provide investment advisory services, each an “Arsenal Fund” and collectively the
“Arsenal Funds”). In addition, ACM also provides investment advisory services to twelve co-
investment vehicles: (i) ACP Biospecimen Holdings, LLC (“ACP Biospecimen Holdings”), (ii)
Arsenal IO Co-Invest 1 LP (“ACP IO 1”), (iii) Arsenal IO Co-Invest 2 LP (“ACP IO 2”), (iv)
Arsenal IO Co-Invest 3 LP (“ACP IO 3”), (v) Arsenal Revolution Plastics Co-Invest 1 LP
(“Arsenal Revolution 1”), (vi) Arsenal Revolution Plastics Co-Invest 2 LP (“Arsenal Revolution
2”), (vii) ACP WCG Co-Invest 1-2020 LLC (“ACP WCG 1-2020”), (viii) ACP WCG Co-Invest
2-2020 LP (“ACP WCG 2-2020”), (ix) ACP WCG Co-Invest 3-2020 LP (“ACP WCG 3-2020”),
(x) ACP WCG Co-Invest 4-2020 LP (“ACP WCG 4-2020”), (xi) ACP Value Demonstration Co-
Invest 1 LP (“ACP VD 1”) and (xii) ACP Value Demonstration Co-Invest 2 LP (“ACP VD 2”,
and together with ACP Biospecimen Holdings, ACP IO 1, ACP IO 2, ACP IO 3, Arsenal
Revolution 1, Arsenal Revolution 2, ACP WCG 1-2020, ACP WCG 2-2020, ACP WCG 3-2020,
ACP WCG 4-2020, and ACP VD 1 the “Co-Invest Vehicles”, and together with the Arsenal Funds,
the “Funds”). The Co-Invest Vehicles were organized to facilitate individual investments into
portfolio companies of Arsenal Funds for a discrete group of co-investors.
Arsenal Capital Investment III LP (“Fund III GP”), a Delaware limited partnership, serves as the
general partner to Fund III. Arsenal Capital Investment IV LP (“Fund IV GP”), a Delaware limited
partnership, serves as the general partner to Fund IV. Arsenal Capital Investment V LP (“Fund V
GP”), a Delaware limited partnership, serves as the general partner to Fund V. Arsenal Capital
Investment VI LP (“Fund VI GP”), a Delaware limited partnership, serves as the general partner
to Fund VI. Arsenal Capital Investment Growth LP (“Growth Fund GP”), a Delaware limited
partnership, serves as the general partner to the Growth Fund. Arsenal Capital Investment IO LP
(“Arsenal IO Co-Invest GP”), a Delaware limited partnership, serves as the general partner to ACP
IO 1, ACP IO 2 and ACP IO 3. Arsenal Capital Investment Revolution Plastics LP (“Arsenal
Revolution Co-Invest GP”), a Delaware limited partnership, serves as the general partner to
Arsenal Revolution 1 and Arsenal Revolution 2. Arsenal Capital Investment WCG 2020 LLC
(“ACP WCG 2020 Co-Invest GP”), a Delaware limited liability company, serves as the general
partner to ACP WCG 2-2020, ACP WCG 3-2020 and ACP WCG 4-2020. Arsenal Capital
Investment Value Demonstration LP (“Arsenal VD Co-Invest GP”), a Delaware limited
partnership, serves as the general partner to ACP VD 1 and ACP VD 2. ACP Biospecimen
Holdings, LLC and ACP WCG 1-2020 are each controlled by a board of managers (the “Board of
Managers”). Fund III GP, Fund IV GP, Fund V GP, Fund VI GP, Growth Fund GP, Arsenal IO
Co-Invest GP, Arsenal Revolution Co-Invest GP, ACP WCG 2020 Co-Invest GP, Arsenal VD Co-
Invest GP and the Board of Managers are each, a “General Partner,” and collectively, together with
any future affiliated general partner entities, the “General Partners.” ACM is controlled by its
general partner, Arsenal Capital Group LLC, a Delaware limited liability company, which is
controlled by its board of managers which consists of Jeffrey B. Kovach and Terrence M. Mullen
(collectively, the “Senior Partners”). As of December 31, 2023, ACM managed approximately
$10,576,406,350 in client assets on a discretionary basis.
ACM serves as the management company to Fund III, Fund IV, Fund V, Fund VI, Growth Fund,
ACP IO 1, ACP IO 2, ACP IO 3, Arsenal Revolution 1, Arsenal Revolution 2, ACP WCG 2-2020,
ACP WCG 3-2020, ACP WCG 4-2020, ACP VD 1 and ACP VD 2. Personnel of ACM comprise
the Board of Managers for each of ACP Biospecimen Holdings, LLC and ACP WCG 1-2020.
ACM, the General Partners and other affiliates are collectively referred to as “Arsenal”.
In its capacity as the management company of the Arsenal Funds and through its appointees to the
Board of Managers of the Co-Invest Vehicles, ACM has the authority to manage the business and
affairs of the Funds.
Arsenal’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 to some extent. The senior
professionals or other personnel of ACM 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.
Arsenal makes buyout, recapitalization, and growth equity investments in the middle-market
Industrial and Healthcare sectors. Within the Industrial sector, Arsenal sees a technology- and
innovation-rich investment opportunity set of businesses poised to meet the growing demand for
improved functionality, efficiency, sustainability, and performance of end products and services.
Within the Healthcare sector, Arsenal’s attention is focused on building technology-enabled
services companies that aim to serve as catalysts for transforming the healthcare system. More
specifically, Arsenal’s healthcare team concentrates on: (i) the pharmaceutical services segment,
which is facing high drug development costs and lengthy development cycles, and thus in need of
technology-rich solutions to increase efficiency, reduce costs, and improve efficacy; and (ii) care
delivery and technology services, as new efficient and integrated care delivery models have
emerged that are aimed at reducing the cost of healthcare, improving patient outcomes and
managing compliance risk. Across both sectors, Arsenal employs intensive, hands-on oversight,
often strengthening and developing management teams and significantly enhancing and
augmenting a company’s key capabilities, in an effort to build strategically valuable, growth
businesses.
Advisory services provided to the Funds are tailored to the investment objectives and investment
restrictions, if any, as set forth in the respective Funds’ limited partnership agreements
(“Partnership Agreements”), limited liability company agreements, private placement or offering
memorandum, and other Fund documents (together, the “Governing Documents”). As used herein,
the term “limited partners” or “investors” refers to the Funds’ limited partners, shareholders, and/or
other investors, as applicable. Arsenal does not tailor Fund investments to the individual needs of
investors in the Fund, nor may Fund investors impose restrictions on Arsenal’s ability to invest in
certain securities or types of securities. The Funds’ General Partners, however, generally enter
into side letters or other written agreements with some investors of the Funds (“Side Letters”) that
have the effect of establishing rights under, or altering or supplementing the terms of, the
Governing Documents of the respective Funds. Such Side Letters are generally entered into with
a Fund investor without the consent of or notice to any other Fund investor. Further, as detailed in
the respective Governing Documents for the Funds, Arsenal will establish an advisory board
(“Advisory Board”) composed of limited partner representatives of a Fund selected by Arsenal on
an annual basis (each of whom are unaffiliated with Arsenal). The Advisory Board will provide
such advice and counsel as is requested by Arsenal in connection with Fund investments, potential
conflicts of interest, and other Fund matters, as set forth in the Governing Documents for the
relevant Fund.
Additionally, as permitted by the relevant Governing Documents, Arsenal provides co-investment
opportunities to certain current or prospective investors, including limited partners, lenders, market
participants, finders, portfolio company management or personnel, and/or certain other persons
associated with Arsenal and/or its affiliates, including Consultants and Operating Partners (as
defined below). Additionally, members on the Strategic Advisory Boards of the Funds are
permitted to co-invest alongside the Arsenal Funds, and to the extent they choose to, they do so
for a predetermined and non-variable amount in all investments made by that Fund in each such
person’s sector (i.e., industrials or healthcare), other than in extenuating circumstances (typically
regulatory or tax related). Such co-investments involve investment and disposal of interests in the
applicable portfolio company generally at the same time and on the same terms as the Fund making
the investment. However, for strategic, regulatory, process, and other reasons, a co-investor will
be permitted to 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 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
Arsenal’s sole discretion, Arsenal reserves the right to (and in certain instances will) charge interest
on the sale to the co-investor or Co-Invest Vehicle (or otherwise equitably adjust the purchase
price under certain conditions), and to seek reimbursement to the relevant Fund for related costs.
However, to the extent any such amounts are not charged or reimbursed (including charges or
reimbursements required pursuant to applicable law), they will be borne by the relevant Fund.