This disclosure document deals solely with the Piper Sandler Merchant Banking Strategy (the “Merchant
Banking Strategy”). This document provides information about PSC Capital Partners LLC (“PSCCP”)
and its Merchant Banking Strategy that should be considered when investing in the Funds (as defined
below). This information has not been approved by any federal or state governmental authority.
General Information and Investment Advisory Services Relating to Merchant Banking Strategy
PSCCP is a Delaware limited liability company that was organized in 2012 and is wholly owned by Piper
Sandler Investment Group Inc., a direct holding company subsidiary of Piper Sandler Companies (together,
with its affiliates, “Piper Sandler”), a public company listed on the New York Stock Exchange (symbol:
PIPR). Piper Sandler’s current merchant banking investment strategy was established in 2008.
PSCCP’s advisory services are limited to the Merchant Banking Strategy, which is principally focused on
providing investment advisory services to one or more pooled investment vehicles that are offered to
investors via private placements. More specifically, the Merchant Banking Strategy makes investments
that take the form of growth investments, bridge commitments, recapitalizations, secondary stock
purchases, private investments in public equity, change of control transactions, leveraged buyouts and
other related transactions in late stage companies with a plan towards liquidity. Currently, PSCCP
provides investment advisory services to Piper Sandler Merchant Banking Fund I, L.P. (“Fund I”), Piper
Sandler Merchant Banking Fund II, L.P. (“Fund II”), Piper Sandler Merchant Banking Fund III, L.P. (“Fund
III”), Piper Sandler Merchant Banking Fund III Employee, L.P. (“Fund III Employee”), PJC Merchant Banking
Partners III, LLC (“Partners III”) and PJC Merchant Banking Partners IV, LLC (“Partners IV”),
(collectively, the “Funds”). Fund I, Fund II and Fund III are the primary investment vehicles for the
Merchant Banking Strategy. Fund I was limited to investors that qualify as “Qualified Purchasers” within
the meaning of the Investment Company Act. Fund II was limited to investors that qualify as “accredited
investors” within the meaning of Regulation D promulgated under the Securities Act of 1933. It is
anticipated that Fund III will be limited to Qualified Purchasers. Fund I closed with investors in August
2012.
Fund II closed with investors in September 2018. Fund III is in the capital raising phase, and an
initial closing occurred in December 2022. Partners III, Partners IV and Fund III Employee are limited to
employees of Piper Sandler and its affiliates who qualify as “accredited investors” within the meaning of
Rule 501 of Regulation D, as amended. Partners III closed with investors in March 2012. Partners IV
closed with investors in April 2014. Fund III Employee is in the capital raising phase, and an initial closing
occurred in December 2022.
PSCCP serves as investment adviser to the Funds. PSC Capital Management LLC, PSC Capital
Management II LLC and PSC Capital Management III LLC (hereafter the “General Partners”), are
affiliates of PSCCP and serve as the General Partners for Fund I, Fund II, Fund III and Fund III Employee.
PSC Capital Management LLC also serves as the Manager of Partners III and Partners IV. References to
PSCCP in this Brochure include, as the context requires, affiliates through which PSCCP provides
investment advisory services or that act in any capacity referenced in the previous sentence.
PSC Capital Partners LLC 5
PSCCP tailors its advisory services to the specific investment objectives and restrictions of each Fund set
forth in such Fund’s limited partnership agreement or operating agreement and investment management
agreement. Investors and prospective investors of each Fund should refer to the confidential private
placement memorandum, limited partnership agreement or operating agreement, subscription agreement,
investment management agreement and/or other governing documents (collectively, the “Governing
Documents”) of the applicable Fund for complete information on the investment objectives and
investment restrictions with respect to such Fund. There is no assurance that any Fund’s investment
objectives will be achieved.
The General Partners of Fund I, Fund II, Fund III and Fund III Employee and Manager of Partners III and
Partners IV are Delaware limited liability companies and PSCCP related persons. The General Partners
have delegated investment authority to PSCCP, but retain day-to-day oversight functions with respect to
the investment program of the Funds. The General Partners could receive a portion of distributions
attributable to portfolio investments which are referred to as carried interest distributions. Please refer to