Overview
General Information
This brochure is prepared in accordance with the requirements of Rule 203-1 under the
Investment Advisers Act of 1940 (“Advisers Act”) and Form ADV. The information herein
responds to specific information required by the rule, and Form ADV, and does not contain all
of the terms of an investment in any of the Funds (as defined below). Investors should refer to
the information in the Organizational Documents (as defined below) for additional information
on an investment in any of the Funds.
Our Firm
For purposes of this brochure, “Parthenon” or the “Firm” means PCP Managers, L.P., a Delaware
limited partnership, PCP Managers II, L.P., a Delaware limited partnership, and PCap Company,
LLC, a Delaware limited liability company, together (where the context permits) with our affiliated
general partners of the Funds (as defined below) and other affiliates that provide investment advisory
services to the Funds and other clients. The principal owners of Parthenon are David J. Ament and
Brian P. Golson (the “Managing Partners”). The Firm is led by the Managing Partners.
Parthenon provides investment advisory and management services to pooled investment vehicles
that makes private equity investments in growth oriented middle market companies (the “Equity
Funds”), primarily through equity recapitalizations that are executed in close partnership with
strong, well-aligned management teams and in which the Firm typically has significant influence.
The Firm also intends to provide investment advisory services to pooled investment vehicles that
that will pursue a middle market opportunistic credit strategy (the “Credit Funds”), which seek
investments structured primarily as originations, participations or assignments of secured and
unsecured loans and equity co-investment opportunities in middle market growth companies,
including transactions in companies in which the Equity Funds invest or have invested
(collectively, “Loan Transactions”). The Equity Funds and the Credit Funds are referred to
herein as the “Funds”. The Firm conducts its investment advisory services through PCP
Managers, L.P. and PCP Managers II, L.P. and their respective officers and employees.
Parthenon also provides non-discretionary investment sourcing services to institutional clients
through separate accounts (“SMAs”) and may in the future provide discretionary advisory services
to SMAs. As of the date of this brochure, Parthenon provides non-discretionary sourcing services
to one SMA that seeks investments structured primarily as Loan Transactions.
The Firm focuses on the following industry sectors: financial services; healthcare services; and
business and technology services.
Nature of Our Clients
Parthenon provides discretionary investment management services through affiliated general
partners of the Funds. The Funds are typically United States (“U.S.”) limited partnerships and
other investment
vehicles that are not registered or required to be registered under the U.S.
Investment Company Act of 1940, as amended (“Investment Company Act”) and the securities
of which are not registered or required to be registered under the U.S. Securities Act of 1933, as
amended (“Securities Act”), and are privately placed to qualified investors in the U.S. and
elsewhere. Persons and entities that invest in the Funds are referred to in this brochure as
“investors” or “limited partners.” Parthenon provides investment advice and other services
directly to the Funds and not individually to the investors in the Funds.
Parthenon also provides non-discretionary investment sourcing services to institutional clients and
intends to provide such services on a discretionary basis to institutional clients in the future.
Parthenon does not currently participate as manager in any wrap fee programs.
Types of Advisory Services Offered
Discretionary investment management services are provided to the Funds in accordance with the
terms of private placement memoranda and relevant offering materials and organizational
documents, including limited partnership agreements, advisory agreements and/or side letter
agreements negotiated with investors in the applicable Fund (such documents collectively, a
Fund’s “Organizational Documents”). The terms upon which Parthenon or its affiliates serve as
investment manager of a Fund are established at the time each Fund is established and are generally
set out in the Organizational Documents. These terms vary among each Fund and potentially
restrict investments in accordance with the Organizational Documents of the applicable Fund.
Parthenon also provides non-discretionary investment sourcing services to institutional clients and
may offer similar services to SMAs on a discretionary basis in the future. The terms on which
investment sourcing services are provided to a SMA are set out in the advisory agreement with the
underlying client (“SMA Agreement”). SMAs overseen by Parthenon have investment strategies
or investment objectives similar to or different from the investment strategies and objectives of
one or more Funds. For example, Parthenon currently provides non-discretionary investment
sourcing services with respect to a SMA that invests primarily in Loan Transactions with the
portfolio companies of the Equity Funds. The investment strategy, investment objectives and
general terms of a SMA arrangement vary from other SMA arrangements or the terms of any Fund,
including, for example, some arrangements are non-discretionary or otherwise restrict investments
in accordance with the terms of the SMA Agreement.
Assets Under Management
As of December 31, 2023, Parthenon managed $12,945,838,299 of client assets on a discretionary
basis. This includes approximately $5.7 billion of unfunded committed capital to the Funds from
their investors as of such date.