Firm Description
Headquartered in The Woodlands, Texas with offices in New York and London, Essex Woodlands
Management, Inc., (together with its relying adviser, Essex Woodlands Services Co., Inc., and general
partners of each fund, unless the context otherwise requires, “EW”, “we” or the “Firm”), is an
investment adviser which traces its founding to 1985., EW invests broadly across the healthcare
spectrum in areas such as pharmaceuticals, medical devices and technology-enabled services.
The Firm provides discretionary investment advisory services to private funds exempt from
registration under the Investment Company Act of 1940 (“Investment Company Act”), including
private equity and venture capital funds (including any related special purpose vehicles and alternative
investment vehicles, “Main Fund(s)”) and co-investment vehicles established to invest alongside a
Fund in a single portfolio company (“Co-Investment Fund(s)”, and together with the Main Funds,
“Fund(s)”). In certain circumstances, as more fully described in Item 7 below, the Firm also permits
certain limited partners and third parties to co-invest directly into a portfolio company. Unlike the
Co-Investment Funds mentioned above, such direct co-investments are not Funds of EW.
Each Fund is affiliated with a general partner (“General Partner”) and Essex Woodlands Management,
Inc. or Essex Woodlands Services Co., Inc. (the “Relying Adviser”) as its investment adviser. The
General Partners and the relying adviser are deemed to be registered pursuant to Essex Woodlands
Management, Inc.’s registration in accordance with SEC guidance. The General Partner of each Fund
retains investment discretion and limited partners in the Funds do not participate in the control or
management of the Funds. While the General Partners maintain ultimate authority over the respective
Funds, Essex Woodlands Management, Inc. or the Relying Adviser has been delegated the role of
investment adviser and, as appliable, management company. For more information about the Funds,
General Partners and Relying Adviser, please see our Form ADV Part 1, Schedule D, Sections 7.A.,
7.B.(1) and Schedule R.
Advisory Services
The Funds invest primarily in privately negotiated transactions in operating companies, generally
referred to as “portfolio companies,” in the healthcare industry. Each portfolio company has its own
independent management team responsible for managing its day-to-day operations, although our
senior principals or other personnel and/or third parties appointed by us (such as operating partners
and senior advisors) will 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. In
addition, in some cases, EW will more directly influence the day-to-day management of portfolio
companies by recruiting and installing certain individuals in various leadership roles, such as chief
executive officer, chief operating officer, chief financial officer or in other roles. EW’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 of such investments.
Investments are made predominantly in nonpublic companies,
although investments in public companies are permitted in certain instances. Specifically, on occasion,
the Funds have invested in a public company or a portfolio company that has been purchased by a
public company.
Investment advice is provided directly to the Funds and not individually to the underlying limited
partners in the Funds. EW manages the assets of the Funds in accordance with the terms of each
Fund’s private placement memorandum, limited partnership agreement, subscription agreements, side
letter agreements, investment advisory agreements and/or other governing documents applicable to
each Fund (the “Governing Documents”) and limited partners determine the suitability of an
investment in a Fund based on, among other things, the Governing Documents. The Governing
Documents of each Fund identify the type of securities or other investment instruments in which the
vehicle will invest and any investment restrictions or limitations with respect to these securities. EW
does not seek nor require limited partner approval regarding each investment decision.
Limited partners generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letter agreements. Limited partners in the Funds participate in the
overall investment program for the applicable Fund and generally cannot be excused from a particular
investment except pursuant to the terms of the applicable Governing Documents. In accordance with
industry common practice, EW has entered into side letters or similar agreements with certain limited
partners that have the effect of establishing rights under, or altering or supplementing, a Fund’s
Governing Documents. Examples of side letter rights entered into include provisions whereby limited
partners have expressed an interest in participating in co-investment opportunities, certain fee
arrangements, notification provisions, advisory board representation, reporting requirements and
most favored nations provisions, among others. These rights, benefits or privileges are not always
made available to all limited partners, consistent with the Governing Documents and general market
practice. Commencing in September 2024, EW will make required disclosure of certain side letters to
all limited partners (and in certain cases, to prospective limited partners) in accordance with the new
Private Fund Rule. Side letters are negotiated at the time of a limited partner’s subscription, and once
invested in a Fund, limited partners generally cannot impose additional investment guidelines on such
Fund. There can be no assurance that the side letter rights granted to one or more limited partners
will not in certain cases disadvantage other limited partners.
As of December 31, 2023, EW managed approximately $2.24 billion of regulatory assets under
management, all on a discretionary basis.
Principal Ownership
The filing adviser, Essex Woodlands Management, Inc. is owned by Martin Sutter, Immanuel
Thangaraj, Jeff Himawan and Petri Vainio. The relying adviser, Essex Woodlands Services Co., Inc.
is owned by Messrs. Sutter and Vainio, Scott Barry and Ron Eastman. For more information about
our owners and executive officers, see EW’s Form ADV Part 1, Schedule A and Schedule R.