Established in July 2012, Prostar Capital (US) LLC is a private equity firm organized as a limited
liability corporation under the laws of the State of Delaware. Prostar Capital (US) LLC is 100%
owned by Prostar Capital Partners Management Ltd., which is 100% owned by Prostar Capital
Partners Ltd. Entities (including trusts) associated with Steve Bickerton and Dave Noakes (the
“Senior Managing Directors”), are the principal owners of Prostar Capital Partners Ltd.
Prostar Capital (US) LLC along with its affiliates Prostar GEIF GP, Prostar APEIF GP Ltd.,
Prostar GEIF Management, Prostar Capital Management Ltd.1, Prostar Capital Partners
Management Ltd., Prostar APEIF Management Ltd., Prostar EIF II Management Ltd, Prostar EIF
II GP L.P. and Prostar Capital (Australia) Pty Ltd (collectively, “Prostar”) provide advisory
services to collective investment vehicles, including private investment partnerships and foreign
investment companies; together with any respective parallel funds, co-investment entities, special
purpose and/or subsidiary investment vehicles (each a “Fund”, collectively the “Funds”). The
following generally represents the advisory function of each aforementioned entity:
- Prostar GEIF GP, Prostar APEIF GP Ltd. and Prostar EIF II GP L.P. (collectively, the
“General Partners”)
Serve as general partners to the Funds and each has the ultimate discretion to implement
investment decisions for the relevant Funds.
- Prostar GEIF Management, Prostar APEIF Management Ltd. and Prostar EIF II
Management Ltd (collectively, the “Investment Managers”)
Serve as investment managers to the Funds providing advisory and management services, and
recommendations to the General Partners.
- Prostar Capital Management Ltd. and Prostar Capital Partners Management Ltd. (the
“Investment Advisers”)
Serve as investment advisers to the Funds providing non-discretionary investment
management advice to the Funds, and other investment advisory and administrative services to
the Investment Managers in relation to such entities’ management of the Funds. The
Investment Advisers will also provide transaction and monitoring services to certain portfolio
companies.
- Prostar Capital (US) LLC and Prostar Capital (Australia) Pty Ltd. (collectively, the
“Sub-Advisers”)
Serve as sub-advisers to the Funds providing certain non-discretionary investment advisory
and other consulting services to the Investment Advisers.
1 Prostar Capital Management Ltd, an affiliated relying adviser, is 100% owned by Prostar Capital Ltd., which is 100% owned by Freshwater
Capital Ltd. and Solaris Partners Pte. Ltd., an affiliate of SK Holdings Co., Ltd. (“SK”)
Freshwater Capital Ltd. is owned by entities (including
trusts) associated with the Senior Managing Directors, together with several other individuals. An affiliate of RHB Capital Bhd (“RHB”) holds an
ownership interest in a joint venture with Prostar that, in turn, owns the investment manager and general partner of two of the Prostar Funds. SK
has the right to nominate up to two members of the investment committee of two of the Funds managed by Prostar, and RHB has the right to
nominate one non-voting member of the investment committee of two Funds.
The Funds are organized to make private equity investments in the midstream energy
infrastructure sector globally and will pursue opportunities to direct portfolio companies’
strategies and operations in partnership with management. Prostar will seek to grow capital
through operational improvements, platform expansion, asset upgrades, merger and acquisition,
refinancing and re-rating. Prostar will generally seek to make equity investments and may also
utilize debt financing in the purchase.
As of December 31, 2024, Prostar managed $ 736,585,540.33 of regulatory assets under
management on a discretionary basis on behalf of the Funds.
In providing services to the Funds, Prostar formulates each Fund’s investment objectives, directs
and manages the investment and reinvestment of each Fund’s assets, and provides reports to the
limited partners (the “Investors”) of the Funds. Investment advice is provided directly to the
Funds and not individually to the Investors. Prostar manages the assets of the Funds in accordance
with the terms of each Fund’s confidential offering and/or private placement memoranda,
individual limited partnership and other governing documents applicable to each Fund (the
“Governing Fund Documents”). All terms are generally established at the time of the formation of
a Fund and are only terminable once the applicable Fund is dissolved, wound up, and terminated.
The Investors may not restrict investments by the Funds in any capacity, and except in limited
circumstances, Investors are not permitted to withdraw from a Fund prior to the Fund’s
dissolution.
Limited partnership interests in the Funds are not registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), and the Funds are not registered under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). Accordingly, interests or
shares in the Funds are offered and sold exclusively to investors satisfying the applicable
eligibility and suitability requirements, either in private transactions within the United States or in
offshore transactions.
Item 5