CI Capital is a limited liability company formed under the laws of the state of Delaware in 2007
but has been doing business through its predecessor entities since 1993. Frederick J. Iseman,
through intermediate entities, controls and is the majority owner of CI Capital.
CI Capital’s affiliates serve as investment managers and provide discretionary advisory services to
related private investment partnerships organized to primarily make leveraged buyout private eq-
uity investments in established businesses (each, a “Private Equity Partnership”). Going forward,
any references to CI Capital shall include such affiliates. Each Private Equity Partnership may
also have a parallel fund and related investment vehicles. In connection with the structuring and
marketing of a new Private Equity Partnership, the relevant governing documents typically permit
the general partner of the Private Equity Partnership to form one or more co-investment vehicles
for purposes of investing in some or all of the investments made by the Partnership. The Private
Equity Partnerships include a number of co-investment vehicles formed for such purpose. When
referring to limited partners/investors and general partners in this document, we are also referring
to the equivalent investors and managers of such entities. CI Capital has formed one, and may in
the future seek to form additional private investment partnerships to invest in a single portfolio
company (each of the foregoing, a “Single Investment Partnership” and together with the Private
Equity Partnerships, the “Partnerships”) and offer third parties the opportunity to invest in a Sin-
gle Investment Partnership.
Third parties may be offered the opportunity to co-invest alongside the Private Equity Partner-
ships. These third parties may include investors in the Partnerships and other entities affiliated
with CI Capital; employees or related persons of CI Capital; service providers to the Partnerships,
CI Capital or their affiliates, including lenders to the relevant portfolio company; advisers or con-
sultants engaged by or on behalf of CI Capital, the relevant Partnership or portfolio company;
management or members of the boards of directors of other portfolio companies; and other third
parties. CI Capital typically seeks to be paid carried interest from third party co-investors. CI
Capital applies its discretion when allocating such opportunities among potential co-investors,
taking into account facts and circumstances which may include the nature of the transaction, speed
of execution required, tax, legal and regulatory considerations, familiarity with and history of in-
vesting in the relevant industry, ability to provide strategic insights, whether the co-investor will
also be a lender to the relevant portfolio company, the amount of carried interest the co-investor
will pay to CI Capital in connection with the co-investment, and other factors believed relevant by
the Firm; provided that the Firm may, in its discretion, offer all or a portion of a co-investment
opportunity relating to an investment in a Private Equity Partnership to all investors in such Part-
nership and in other Partnerships. CI Capital has requested that investors in its Private Equity
Partnerships advise CI Capital regarding their interest in co-investment opportunities. A potential
third party co-investor typically will not pay for any costs and expenses related to the discovery,
investigation, evaluation or acquisition of potential investments if such co-investor does not make
the co-investment (and the relevant Private Equity Partnership will bear such “broken-deal” ex-
penses), provided that a co-investment vehicle established for CI Capital employees to invest
alongside such Partnership in all transactions consummated subsequent to its formation will be
charged a pro rata portion of all broken-deal expenses. If a third-party co-investor makes a co-
investment, all such costs and expenses will typically be paid for by the acquisition entity formed
to consummate such investment and the co-investor will bear a pro rata share of such costs and
expenses through its direct or indirect ownership of the acquisition entity.
In providing services to the Partnerships, CI Capital formulates the investment objective for each
Partnership, directs and manages the investment and reinvestment of each Partnership’s assets,
and provides periodic reports to investors in each Partnership. Investment advice is provided di-
rectly to each Partnership and not individually to the investors of the Partnerships. CI Capital
manages the assets of each Partnership in accordance with the terms of the governing documents
applicable to each Partnership.
CI Capital provides discretionary investment advisory services to approximately $802 million in
regulatory assets under management on behalf of 15 accounts as of December 31, 2023.