Harren Equity Partners, LLC (“Harren”), a Delaware limited liability company and a
registered investment adviser, provides investment advisory services to funds privately offered to
qualified investors in the United States and elsewhere and to certain proprietary accounts. Harren
commenced operations in 2006 but is part of a private investment management firm that was
founded in 2000 by Thomas A. Carver. Currently, Harren’s principal owners are Thomas A.
Carver and Lee J. Monahan. As of December 31, 2023, Harren managed approximately $ 799.1
million in client assets on a discretionary basis.
Harren serves as the management company of Harren Investors II, L.P. and Harren
Investors II-B, L.P. (together with Harren Investors II, L.P., “Fund II”), Harren Investors III, L.P.
(“Fund III”) and Harren Investors IV, L.P. (“Fund IV”), each a Delaware limited partnership
(collectively and together with any parallel and alternative investment vehicles and any future
private investment fund managed by Harren, the “Funds”). Harren Advisors II, L.P. (“GP II”), a
Delaware limited partnership, is the general partner of Fund II, Harren Advisors III, L.P. (“GP
III”), a Delaware limited partnership, is the general partner of Fund III and Harren Advisors IV,
L.P. (“GP IV”), a Delaware limited partnership, is the general partner of Fund IV. Each of GP II,
GP III, and GP IV (each, a “General Partner,” and collectively, together with any future affiliated
general partner entities, the “General Partners,” and together with Harren, the “Advisers”), is
subject to the Advisers Act pursuant to Harren’s registration in accordance with SEC guidance and
is under common control with Harren. This Brochure also describes the business practices of the
General Partners, which operate as a single advisory business together with Harren.
Each General Partner has the authority to make all investment decisions on behalf of a
Fund. Pursuant to each Fund’s agreement of limited partnership or other operating agreement or
governing document (the “Partnership Agreement”) and the management agreements (each, a
“Management Agreement”) between Harren and the applicable General Partner and Fund(s), each
General Partner has delegated day-to-day advisory responsibility to Harren. However, each
General Partner acts in its separate and special capacity as described in the Partnership Agreement.
In its capacity as the management company of each Fund, Harren has the authority to
manage the business and affairs of each Fund. Each Fund is a private equity fund and invests
through negotiated transactions in operating entities, generally referred to herein as “portfolio
companies.” Harren’s investment advisory services to each Fund 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, limited investments in public companies are
permitted. When investing in portfolio companies, the senior principals or other personnel of the
Advisers generally serve on such portfolio companies’ respective boards of directors or otherwise
act to influence control over management of portfolio companies in which the Funds have invested.
Harren’s advisory services for each Fund are detailed in each Fund’s private placement
memoranda or other offering documents (each, a “Memorandum”), management agreement and
Partnership Agreement and are further described below under “Methods of Analysis, Investment
Strategies and Risk of Loss.” Investors in each Fund (generally referred to herein as “investors,”
“partners” or “limited partners”) participate in each Fund’s overall investment program but in
certain circumstances will have the right to be excused from a particular investment due to legal,
regulatory or other agreed-upon circumstances pursuant to the relevant Partnership Agreement;
such arrangements generally do not and will not create an adviser-client relationship between
Harren and any investor.
Harren also serves as the manager of multiple co-investment vehicles through which
Harren personnel and affiliates and certain other persons with a close business relationship with
Harren invest side-by-side with each Fund, subject to limitations set forth in each Fund’s
Partnership Agreement and in the Advisers’ allocation policy (collectively, the “Co-Invest
Funds”). Additionally, and as permitted by the relevant Partnership Agreement, Harren reserves
the right to provide (or agree to provide) investment or co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain current or prospective investors or other
persons, including other sponsors, market participants, finders, consultants and other service
providers, portfolio company management or personnel, Harren personnel and/or certain other
persons associated with Harren and/or its affiliates. Such co-investments by the Co-Invest Funds
or otherwise typically involve investment and disposal of investments in the applicable portfolio
company at substantially the same time and on substantially the same terms as the Fund making
the investment. However, although uncommon, from time to time, for strategic and other reasons,
a Co-Invest Fund or other co-investor or co-invest vehicle purchases 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), which generally will have been
funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such
purchase from a Fund by such Co-Invest Fund, co-investor or co-invest vehicle would generally
occur at or shortly after the Fund’s completion of the investment to avoid any changes in valuation
of the investment. Where appropriate, and in Harren’s sole discretion, Harren reserves the right
to charge interest on the purchase to the Co-Invest Fund or other co-investor or co-invest vehicle
(or otherwise adjust equitably 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 so charged or reimbursed (including charges or reimbursements required pursuant to
applicable law), they generally will be borne by the relevant Fund.