Northern Pacific Group, L.P., a Delaware limited partnership and a registered investment
adviser (the “Adviser”), and its affiliated investment advisers provide investment advisory
services to investment funds privately offered to qualified investors in the United States and
elsewhere. The Adviser commenced operations in January 2017.
The Adviser’s clients include the following (each, a “Fund,” and together with any future
private investment fund to which the Adviser or its affiliates provide investment advisory services,
the “Funds”):
•Lake Street Partners, L.P. (“Lake Street”);
•Northern Pacific Investment Partners II, L.P. (“NPIP II”);
•Northern Pacific Investment Partners II-A, L.P. (“NPIP II-A”); and
•Northern Pacific Investment Partners II-B, L.P. (“NPIP II-B” and,
together with NPIP II and NPIP II-A, “Fund II”).
The following general partner entities are affiliated with the Adviser:
•Lake Street Partners GP, L.P., a Delaware limited partnership; and
•Northern Pacific Group GP II, L.P., a Delaware limited partnership (each,
as applicable, the “General Partner” and, together with the Adviser and
their affiliated entities, “NPG”).
Each General Partner is subject to the Advisers Act pursuant to the Adviser’s registration
in accordance with SEC guidance. This Brochure also describes the business practices of the
General Partners, which operate as a single advisory business together with the Adviser.
•Northern Pacific Growth Investment Advisors, LLC (“NPGIA”) and its
affiliated general partner, Northern Pacific Group GP I, LLC (together
with NPGIA, the “NPGIA Advisers”) are also affiliated with NPG.
NPGIA is a separately registered investment adviser and management company, and
Northern Pacific Group GP I, LLC is subject to the Advisers Act pursuant to NPGIA’s registration
in accordance with SEC guidance. NPG has an arrangement with the NPGIA Advisers pursuant to
which NPGIA provides employees and back office services to, and shares office space with, NPG.
NPG and the NPGIA Advisers are not under common control, but are operated as a single
investment advisory firm.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” NPG’s investment advisory services
to the Funds consist of identifying and evaluating investment opportunities, negotiating the terms
of investments, managing and monitoring investments and achieving dispositions for such
investments. Although investments are made predominantly in non-public companies, investments
in public companies are permitted. From time to time, where such investments consist of portfolio
companies, the senior principals or other personnel of NPG or its affiliates generally serve on such
portfolio companies’ respective boards of directors or otherwise act to influence control over
management of portfolio companies in which the Funds have invested.
NPG’s advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements or governing documents of the Funds (each, a “Partnership Agreement”
and, as applicable, together with any relevant Memorandum, the “Governing Documents”), and
are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
As indicated above, in performing investment advisory services for the Funds, NPG has retained
its affiliate, NPGIA, to provide advisory personnel and services. The advisory services of the
NPGIA
Advisers are also described herein. Investors in the Funds (generally referred to herein as
“investors” or “limited partners”) participate in the overall investment program for the applicable
Fund, but in certain circumstances are excused from a particular investment due to legal, regulatory
or other agreed-upon circumstances pursuant to the Governing Documents; for the avoidance of
doubt, such arrangements generally do not and will not create an adviser-client relationship
between NPG and any investor. The Funds or the General Partner generally enter into side letters
or other similar agreements (“Side Letters”) with certain investors that have the effect of
establishing rights under, or altering or supplementing the terms (including economic or other
terms) of, the Governing Documents with respect to such investors.
Additionally, from time to time and as permitted by the Governing Documents, the Adviser
expects to provide (or agree to provide) co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain investors or other persons, including other sponsors,
market participants, finders, consultants (including Third Party Consultants (as defined below))
and other service providers, NPG’s personnel and/or certain other persons associated with NPG
and/or its affiliates. Such co-investments typically involve investment and disposal of interests in
the applicable portfolio company at the same time and on the same terms as the Fund making the
investment. However, from time to time, for strategic and other reasons, a co-investor or co-invest
vehicle (including a co-investing Fund) purchases a portion of an investment from one or more
Funds after such Funds have consummated their investment in the portfolio company (also known
as a post-closing sell-down or transfer), which generally will have been funded through Fund
investor capital contributions and/or the use of a Fund credit facility. Any such purchase from a
Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of
the investment to avoid any changes in valuation of the investment, but in certain instances could
be well after the Fund’s initial purchase; provided that, with respect to investments by Lake Street
into existing portfolio companies owned by an investment fund sponsored by NPG (including Fund
II) or its affiliated investment adviser, NPGIA, such transactions generally will be completed at
the then-current fair market value, as determined by NPG and NPGIA, and approved by Lake
Street (and, thus, will be made on terms different than those received with respect to the initial
investment by such investment fund sponsored by NPG or NPGIA). Where appropriate, and in
NPG’s sole discretion, NPG reserves the right to charge interest on the purchase to the co-investor
or co-invest vehicle (or otherwise equitably adjust the purchase price under certain conditions),
and to seek reimbursement to the relevant Fund for related costs. However, to the extent such
amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2023, NPG managed, together with the NPGIA Advisers,
$162,600,664 in client assets on a discretionary basis. Northern Pacific Group GP, LLC, a
Delaware limited liability company, acts as the general partner of NPG. The
sole managing member of Northern Pacific Group GP, LLC is Northern Pacific Holdings,
LLC, a Delaware limited liability company ultimately controlled by Scott Honour,
Peter Offenhauser, and Marcy Haymaker (together, the “Principals”).