J.H. Whitney Capital Partners, LLC, a Delaware limited liability company, is the sole member and
owner of other limited liability companies which provide investment advisory and management
services to certain private investment limited partnerships (the “Related Advisers”). J.H. Whitney
Capital Partners, LLC, and such Related Advisers are collectively referred to as “Whitney Capital
Partners”, and such private investment limited partnerships are collectively referred to as the
“Whitney Funds”. The general partners of the Whitney Funds are limited liability companies that
are related persons of Whitney Capital Partners (collectively, the “General Partners”). The
Whitney Funds are excluded from the definition of investment company under the Investment
Company Act of 1940, as amended (the “Investment Company Act”), and the limited partnership
interests in the Whitney Funds were issued in transactions exempt from registration under the
Securities Act of 1933, as amended (the “1933 Act”).
Each of the Whitney Funds is a privately offered investment limited partnership focused on making
private equity investments. Whitney Capital Partners, in conjunction with the General Partner of
each Whitney Fund, identifies investment opportunities for such Whitney Fund and has
responsibility for the acquisition, monitoring, management and disposition of such investments for
such Whitney Fund. The investment management and advisory services are provided to the
Whitney Funds pursuant to the terms of the Whitney Funds’ limited partnership agreements
(collectively, the “Partnership Agreements”) as well as separate advisory agreements with the
Whitney Funds (collectively, the “Advisory Agreements”).
The Whitney Funds focus on private equity investing and receive capital commitments from their
limited partners. Such commitments may be called down over
a limited period (generally six
years) for the purpose of making new private equity investments (the “Commitment Period”).
Typically, Whitney Capital Partners has had two Whitney Funds are actively investing, (i) one
excluded from the definition of investment company under Section 3(c)(7) of the Investment
Company Act, and (ii) one so excluded under Section 3(c)(1) of such Act. These two Whitney
Funds co-invest in each investment pro rata based on their respective total capital commitments.
When a substantial portion (generally 75-80%) of the total capital commitments of these Whitney
Funds has been invested or committed for investment, Whitney Capital Partners can begin the
process of forming and obtaining capital commitments for a new Whitney Fund or Funds. The
most recent such Whitney Funds, J.H. Whitney VII, L.P., and Whitney Strategic Partners VII, L.P.
(the “Whitney VII Funds”), are fully invested and are in their harvesting stage. In December of
2016, Whitney Capital Partners completed a stapled-secondary transaction in which new investors
acquired a majority of the limited partner interests in the Whitney VII Funds and also made
commitments to a new Whitney Fund, J.H. Whitney VII-A, L.P. (“JHW VII-A”), which provided
capital for additional investments. J.H. Whitney VII-A-2, L.P. (“JHW VII-A-2”) was formed in
2023. It is anticipated that JHW VII-A-2 will be used to hold any JHW VII-A investments that
are not expected to have a realization event until after JHW VII-A’s termination date.
Whitney Capital Partners has been in business since 2004, although predecessor entities have been
in business since as far back as 1946. The owners of Whitney Capital Partners are Paul R. Vigano
and Robert M. Williams, Jr. As of December 31, 2023, Whitney Capital Partners had
approximately $544,516,000 of client assets under management, all of which are managed on a
discretionary basis.