Nautic Partners, LLC (“Nautic Partners”), a registered investment adviser, is a Delaware
limited liability company. Nautic Partners commenced operations in June 2000. The following
investment advisers are affiliated with Nautic Partners:
• Silverado V Corp.
• Nautic Capital VII, L.P.
• Nautic Capital VIII, L.P.
• Nautic Capital IX, L.P.
• Nautic Capital X, L.P.
• Nautic Capital (ESS), L.P.
• Nautic Management V, L.P.
• Nautic Management VI, L.P.
• Nautic Management, LLC
(each, a “General Partner” and, collectively, together with any future affiliated
general partner entities, the “General Partners” and, together with Nautic Partners
and their affiliated entities, “Nautic”)
Each General Partner is subject to the Advisers Act pursuant to Nautic Partners’
registration in accordance with SEC guidance. Nautic Partners and each General Partner operate
as a single investment advisory firm and are all under common control. The General Partners listed
above each serve as general partner to one or more Funds and have the authority to make
investment decisions on behalf of such Funds. Nautic Partners does not directly have discretionary
investment authority over any Fund, but does provide certain non-discretionary investment advice
to the General Partners. Each General Partner makes all investment decisions on behalf of the
respective Fund(s) it advises. Nautic Partners employs all Nautic personnel but does not directly
receive advisory fees, and see “Fees and Compensation” for more detail.
Nautic provides discretionary investment advisory services to its clients, which consist of
investment funds privately offered to qualified investors in the United States and elsewhere.
Nautic’s clients include the following (each, a “Fund” and, together with any future private
investment fund to which Nautic provides investment advisory services, the “Funds”):
• Fleet Equity Partners VII, L.P. “Fleet Fund”
• FVR LLC “FVR LLC”
•
•
Kennedy Plaza Partners III, LLC
Kennedy Plaza Partners VI, L.P.
“Kennedy Plaza Funds”
• Nautic Partners V, L.P. “Fund V”
•
•
Nautic Partners VI, L.P.
Nautic Partners VI-A, L.P.
“Fund VI”
•
•
Nautic Partners VII, L.P.
Nautic Partners VII-A, L.P.
“Fund VII”
•
•
Nautic Partners VIII, L.P.
Nautic Partners VIII-A, L.P.
“Fund VIII”
•
•
Nautic Partners IX, L.P.
Nautic Partners IX-A, L.P.
“Fund IX”
•
•
Nautic Partners X, L.P.
Nautic Partners X-A, L.P.
“Fund X”
• Nautic CarepathRx Co-Invest, L.P. “CarepathRx Co-Invest”
• Nautic Partners (ESS), L.P. “ESS CV”
• IRC Superman Aggregator, LLC “IRC Superman Aggregator”
• Nautic Partners Associates Fund, L.P. The “Associates Fund”
The Funds are private equity funds and generally invest through negotiated transactions in
operating entities, generally referred to herein as “portfolio companies.” Nautic’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 for such investments. Although investments are made predominantly in non-public
companies, investments in public companies are permitted in certain instances. Where such
investments consist of portfolio companies, the senior principals or other personnel of Nautic
generally serve on such portfolio companies’ respective boards of directors or similar governing
bodies, or otherwise act to influence control over management of portfolio companies in which
the Funds have invested.
Nautic is the investment manager to ESS CV, which was formed in November 2021 to
acquire a
portion of a certain portfolio company investment from certain Funds managed by
Nautic. ESS CV and related transactions are part of an effort, in part, to provide limited partners
of such participating Funds a partial liquidity option with respect to the relevant portfolio
company; each limited partner in the relevant Fund was offered the option to elect to receive partial
liquidity in respect of the portfolio company investment or to reinvest all or a portion of such
limited partner’s current exposure to such portfolio company in ESS CV alongside new investors.
Nautic’s advisory services for each Fund are detailed in each such Fund’s offering
memorandum or other offering document(s) (each, a “Memorandum”) and limited partnership or
other operating agreement(s) of the Funds (each, a “Limited Partnership Agreement” and,
together with any relevant Memorandum, the “Governing Documents”) and are further described
below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Fund investors
(generally referred to herein as “investors,” “members,” “partners” or “limited partners”)
participate in the overall investment program for the applicable Fund, but in certain circumstances
are excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the Governing Documents; for the avoidance of doubt, such
arrangements generally do not and will not create an adviser-client relationship between Nautic
and any investor. The Funds or Nautic have entered, and expect in the future to enter, into “side
letter” arrangements or other similar agreements with certain investors that have the effect of
establishing rights under, or altering or supplementing the terms (including economic or other
terms) of, the Governing Documents with respect to such investors.
Additionally, as permitted under the Governing Documents, Nautic expects to provide (or
agree to provide) certain current or prospective investors or other persons, including portfolio
company management or personnel, Nautic’s personnel and/or certain other persons associated
with Nautic and/or its affiliates (to the extent not prohibited by the Governing Documents),
investment or co-investment opportunities (including the opportunity to participate in co-invest
vehicles) that will invest in certain portfolio companies alongside a Fund. Such co-investments
typically involve investment and disposal of interests in the applicable portfolio company at
substantially the same time and on substantially the same terms as the Fund making the investment.
However, for strategic and other reasons, a co-investor or co-invest vehicle (including a co-
investing Fund) purchases a portion of an investment from a Fund. 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 Nautic’s sole discretion, Nautic
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) to compensate the relevant Fund
for the holding period, and to seek reimbursement to the relevant Fund for related costs. However,
to the extent any such amounts are not so charged or reimbursed (including charges or
reimbursements required pursuant to applicable law), they generally will be borne by the relevant
Fund.
As of December 31, 2023, Nautic managed approximately $7,825,588,486 in client assets
on a discretionary basis. Nautic Partners is principally owned by Christopher F. Corey, Christopher
J. Crosby and Scott F. Hilinski.