A.Description of Advisory Firm
Searchlight Capital Partners, L.P., a Delaware limited partnership (“Searchlight” or the “Firm”) is a private
equity firm established in June 2010. Searchlight was founded by Oliver Haarmann, Erol Uzumeri and Eric
Zinterhofer (collectively, the “Principals”), who are the principal owners of the Firm directly and indirectly
through Searchlight Capital Partners, LLC, a Delaware limited liability company and the general partner of
Searchlight. In addition, the Firm’s affiliates, Searchlight Capital Partners UK, LLP and Searchlight Capital
Partners Canada Limited act as relying advisers and together with the General Partners (as defined below)
operate with Searchlight as a single advisory business. The Firm is a private investment firm operating in
North America and Europe with offices in New York, London and Toronto as well as a recently opened
office in Miami. Searchlight has the ability to invest across the capital structure in both equity and debt.
The Firm seeks to invest in attractive companies across a wide range of industries and is comfortable
investing in complex situations. Searchlight’s objective is to work in partnership with company
management by providing patient, long-term capital as well as the strategic and operational support to
enhance value creation for all stakeholders. Searchlight currently provides investment advisory services
to Searchlight Capital, L.P., Searchlight Capital PV, L.P., and their respective parallel funds and alternative
investment vehicles formed from time to time (collectively, “Fund I”), Searchlight Capital II, L.P.,
Searchlight Capital II PV, L.P., Searchlight Capital II Advisors, L.P. and their respective parallel funds and
alternative investment vehicles formed from time to time (collectively, “Fund II”), Searchlight Capital III,
L.P., Searchlight Capital III PV, L.P., Searchlight Capital III Advisors, L.P. and their respective parallel funds
and alternative investment vehicles formed from time to time (collectively, “Fund III”), Searchlight Capital
IV, L.P., Searchlight Capital IV PV-A, L.P., Searchlight Capital IV PV-B, L.P. and their respective parallel funds
and alternative investment vehicles formed from time to time (collectively, “Fund IV” and together with
Fund I Fund II, and Fund III the “PE Funds”), Searchlight Opportunities Fund, L.P. and its alternative
investment vehicles formed from time to time (collectively, “Opportunities Fund I”), Searchlight
Opportunities Fund II, L.P. and its parallel funds and alternative investment vehicles formed from time to
time (collectively, “Opportunities Fund II” and together with Opportunities Fund I, the “Opportunities
Funds”), Searchlight Fiber Alliance, LLC and its parallel funds and alternative investment vehicles formed
from time to time (collectively, the “Digital Infra Fund”), Searchlight Capital CF SPK, L.P. and its parallel
funds and alternatives vehicles formed from time to time (collectively, the “Continuation Fund” and,
together with the PE Funds, the Opportunities Funds, and the Digital Infra Fund, the “Funds”). In addition,
Searchlight manages co-investment vehicles which invest alongside the Funds. As used herein,
“Searchlight Funds” refers to the Funds and any co-investment vehicles formed from time to time,
together with subsequently sponsored funds and their related vehicles and co-investment vehicles
formed from time to time, and any similar pooled investment vehicles formed or managed by Searchlight
or its affiliates. The general partner of Fund I is Searchlight Capital Partners GP, L.P., (the “Fund I General
Partner”), the general partner of Fund II is Searchlight Capital Partners II GP, L.P. (the “Fund II General
Partner”), the general partner of Fund III is Searchlight Capital Partners III GP, L.P. (the “Fund III General
Partner”), the general partner of Fund IV is Searchlight Capital Partners IV GP, L.P. (the “ Fund IV General
Partner”)the general partner of the Opportunities Fund I is Searchlight Opportunities Fund GP, L.P. (the
“Opps Fund I General Partner”),the general partner of Opportunities Fund II is Searchlight Opportunities
Fund II GP, L.P. (the “Opps Fund II General Partner”) the general partner of the Digital Infra Fund is
Searchlight Fiber Alliance 2022 GP, L.P.(the “Infrastructure Fund GP”), and the general partner of the
Continuation Fund is Searchlight Capital Partners CF SPK GP, L.P. and together with the general partners
of any other Searchlight Fund, the “General Partners”). The General Partners and Searchlight are
affiliates. The General Partners have the power and authority to delegate the management of the
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Searchlight Funds to Searchlight. The General Partners and the Searchlight Funds have entered into
management agreements with Searchlight to document the delegation of the management of each
Searchlight
Fund to Searchlight.
B.Types of Advisory Services Offered
Searchlight provides advice to the Searchlight Funds in respect of their investment portfolios, as well as
certain ancillary managerial and administrative services, including, without limitation, identifying and
screening potential investments, recommending strategies for the management and disposition of
investments, monitoring the performance of investments, and preparing reports necessary or appropriate
for compliance with the governing agreements of the Searchlight Funds. Investments in Searchlight Funds
are privately offered only to qualified investors, typically institutional investors (for example, public and
private pension funds) and eligible high-net-worth individuals.
C.Services Tailored to Individual Needs of Clients
Searchlight’s advisory services are geared to the management of the Searchlight Funds, the investment
objectives, parameters and restrictions of which are disclosed to investors in the applicable governing
agreements before they invest. Investment restrictions applicable to specific Searchlight Funds are
customarily imposed in the governing agreements for such Searchlight Funds, as agreed upon with
investors.
Searchlight or certain affiliates have entered and could in the future enter into side letters or other
writings with specific investors in Searchlight Funds which have the effect of establishing rights under, or
altering or supplementing, the terms of the governing agreements of the Searchlight Funds or an
investor’s subscription agreement, in respect of the investor to whom such letter or writing is addressed.
Other side letter rights are likely to confer benefits on the relevant investor at the expense of the relevant
Searchlight Fund or of investors as a whole, including in the event that a side letter confers additional
reporting, information rights and/or transfer rights, the costs and expenses of which are expected to be
borne by the relevant Searchlight Fund. As a result of such rights, certain limited partners in the same
Searchlight Fund could experience different returns or have access to information to which other limited
partners do not have access. Generally, any rights established, or any terms altered or supplemented, will
govern only that investor and not a Searchlight Fund as a whole. However, certain additional rights have
the effect of increasing the expenses borne by the Searchlight Fund or its limited partners not party to the
particular side letter, including for example with respect to costs incurred in providing a limited partner
additional information or reporting. Certain such additional rights but not all rights, terms or conditions
are permitted to be elected by certain sizeable investors with “most favored nations” rights pursuant to
a Searchlight Fund’s limited partnership agreement (any Searchlight Fund limited partnership agreement
or limited liability company agreement, as applicable, hereinafter referred to as a “Partnership
Agreement”). Such side letters have and could in the future impose restrictions on participation in certain
investments or types of investments made by the Searchlight Funds, and could also provide benefits to
certain investors in a Searchlight Fund not provided to investors in such Searchlight Fund generally. In
addition, such side letters could include, without limitation, rights or altered or supplemented provisions
in respect of the priority profit share or management fees, carried interest, distributions, co-investments,
excuse or exclusion from investments, transfers of interests in the Searchlight Fund, tax and structuring
matters, reporting and information rights, confidentiality, notice requirements, compliance with specified
laws or regulations and other representations, warranties or diligence confirmations. Neither Searchlight
nor its affiliates will enter into a particular side letter if Searchlight determines that the provisions
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contained in such side letter would be disruptive to the applicable Searchlight Fund or its investment
program. Disclosure of applicable side letter provisions is made to investors prior to their investment in
the applicable Searchlight Fund.
D.Wrap Fee Programs
Searchlight does not participate in wrap fee programs.
E.Client Assets
As of December 31, 2023, Searchlight had approximately $15,214,484,066 in regulatory assets under
management on a discretionary basis. As of December 31, 2023, Searchlight did not manage any assets
on a non-discretionary basis.
The information provided herein about the investment advisory services provided by Searchlight is
qualified in its entirety by reference to the Searchlight Funds’ offering materials and Partnership
Agreements and subscription agreements.