Conflicts of Interest
General. Conflicts may arise from actions undertaken by the General Partner or its affiliates for their own account. In investing for other Cebron Group members (in the same portfolio company or in other portfolio companies) and also when acting on a proprietary basis, the General Partner and its affiliates may take commercial steps which may have an adverse effect on a specific SPV or on a specific class of investment with such SPV (as used in this schedule “SPV” means a partnership investing in one or more portfolio companies and in which Cebron Group GP, L.P. or an Affiliate thereof serves as the General Partner). These are considerations of which investors through Cebron Group should be aware, and which may cause conflicts that could disadvantage the SPVs. There can be no assurance that the General Partner or its affiliates will be able to resolve all conflicts in a manner that is favorable to all the Members. By acquiring an Interest, a Member acknowledges and represents that it has carefully reviewed this Schedule and understands and consents to the existence of potential conflicts of interest relating to Cebron Group including, without limitation, those described in this section, and to the operation of Cebron Group despite these conflicts. Prospective investors should consider the potential divergences of interest discussed below.
Conflicts Related to Time and Attention. Affiliates of the General Partner will spend a significant portion of their time on matters other than or only tangentially related to Cebron Group and may be incentivized to do so. In addition, within Cebron Group, the affiliates of the General Partner will spend their time on various SPVs and portfolio companies not in all of which all Cebron Group members may be invested. Conflicts of interest may arise in allocating management time, services or functions among Cebron Group and other business activities and entities for which the affiliates of the General Partner provide services and among the SPVs and their underlying Portfolio Companies. As a result, the other obligations of the affiliates of the General Partners could conflict with their responsibilities to Cebron Group and the responsibilities of the affiliates of the General Partner to each SPV and its underlying portfolio company could conflict as well.
All the companies listed on the Cebron Group website have been conceived, developed, structured, and staffed by Cebron Group or its affiliates. Therefore, none of these companies are third-party entities. Cebron Group and its affiliates hold the majority of shares in each portfolio company featured on the website, which could create a significant conflict of interest. Investors will have limited voting rights and a minority interest in these companies. Cebron Group and its affiliates will retain complete control over each portfolio company.
Member Due Diligence Information. The General Partner will make reasonable best efforts to make available, prior to the closing of each investment in an SPV, to each prospective investor the opportunity to ask questions of and receive responses from, a representative of the General Partner concerning the terms and conditions of such offering and to obtain any additional information if the General Partner possess such information or can acquire it without unreasonable effort or expense and is not contractually prohibited from sharing such information, necessary to verify the accuracy of the information set forth herein. Due to the fact that different potential investors may ask different questions and request different information, the General Partner may provide certain information to one or more prospective investors that they do not provide to all of the prospective investors, and potential Members may not rely on such information unless specifically provided by the General Partner. The General Partner will also try to arrange for investors to ask questions of representatives of portfolio companies.
Diverse Member Group. Potential investors may have conflicting investment, tax and other interests with respect to their investments. The conflicting interests of individual investors may relate or arise from, among other things, the timing of disposition of the investments. As a consequence, conflicts of interest may arise in connection with the decisions made by the General Partner, including with respect to the disposition of investments that may be more beneficial for one Member than for another Member, especially with respect to Members’ individual tax situations. When deciding whether to dispose of a specific Investment, the General Partner will not consider the investment, tax or other objectives of any Member individually.
Conflicts Related to Additional Opportunities to Invest in the Portfolio Company. In the event a portfolio company in which a specific SPV is invested requires additional financing, Cebron Group
intends, at its discretion, to form a new SPV through which potential investors may make additional investment in such Portfolio Company or create a separate class of Member interest within an existing SPV invested in such portfolio company. Cebron Group may, but is not required to, offer the ‘existing Members’ of such SPV, together with other investors, the right to participate in such round of financing by subscribing as ‘new Members’ to such newly formed SPV. To the extent such newly formed SPV (or the newly created class of Member interest within an existing SPV) invests in such portfolio company on different terms than the terms of any preceding financing rounds, conflicts of interest may rise between the rights of such Members in their capacity as ‘existing Members’ in the existing SPV and their rights in their capacity as ‘new Members’ in the newly formed SPV (or the newly created class of Member interest within an existing SPV) with respect to their indirect investments in such portfolio company.
Cebron Group intends to secure, if possible, preemptive rights, rights of first offer or other rights for the SPVs investing in portfolio companies. In addition, an SPV may be required to make one or more additional investments in a portfolio company in order to exercise such SPV’s preemptive rights, rights of first offer etc., at times in order to protect its rights (‘a pay to play’) or simply to prevent undue dilution (such additional investment, an “Additional Investment”). There is no guarantee that the Members of such SPV would participate in such Additional Investment (e.g., due to a lack of available capital). Thus, to the extent any Member decides not to participate in an Additional Investment opportunity, or elects to participate in an amount that is less than its full allocable share, such Member’s indirect interest in the Portfolio Company will be diluted and the excess Additional Investment may be offered to other Members, the General Partner or affiliates thereof. If, in the aggregate, the Members do not elect to acquire the entire Additional Investment available to the SPV, Cebron Group may offer such excess Additional Investments to any other investors selected by the General Partner and/or may transfer the SPV’s right to participate in such Additional Investments to Members invested in other SPVs, to the General Partner or to any other entity affiliated thereof, for no consideration.
In addition to the potential risks of dilution of such Members’ indirect interest in the portfolio companies as described above, the offering of opportunities to make Additional Investments to Members other than ‘existing Members’ may cause conflicts of interest between such ‘existing Members’ of the SPV and the other Members which will join as Members to such SPV in connection with the Additional Investments. For example, conflicts may arise in the event such Additional Investments occur at portfolio company valuations which are lower than the valuations implicit in preceding rounds of financing of such portfolio company.
Conflicts Related to the Allocation of Investments. Conflicts of interest may arise in connection with the allocation by the General Partner of investments among those potential investors that have indicated their interest in making an investment through Cebron Group’s website. There is no guarantee that the General Partner will actually allocate investments to such potential investors, or if an investment is allocated that the entire investment amount indicated by such potential investors will be actually allocated to them as requested. The potential investors will be informed of actual investment allocation per deal, documentation requirements and transfer instructions via separate communication from Cebron Group. Cebron Group reserves the right, in its sole discretion, to reject or reduce indications of interest.
Conflicts Related to Portfolio Companies’ Board Members. Cebron Group generally seeks to secure representation on the board of directors of certain portfolio companies. Such representatives may receive compensation for their services and may be encouraged to do so, directly from such portfolio company, including in the form of equity holdings in such Portfolio Companies. Such compensation may create conflicts of interest between such representatives and the SPVs.
Lack of Separate Legal Counsel. Cebron Group’s legal counsel serve as legal counsel to the General Partner and certain of their affiliates and not to any Member. Although legal counsel has assisted in the formation of the SPVs may from time to time advise the Management Company, the General Partner and certain of their affiliates with respect to their respective obligations, legal counsel has not independently verified any factual assertions made by Cebron Group including those made and presented on this website and are not responsible for either the General Partner’s or Cebron Group’s compliance with its investment program or applicable law. No person should invest through Cebron Group as a result of the participation in the preparation of materials provided on this website by legal counsel or their representation of the General Partner and certain of their affiliates. Cebron Group and legal counsel urge each prospective investor to consult with his, her or its own legal, accounting, business, investment, pension and tax advisors to determine the appropriateness and consequences of making an investment and arrive at an independent evaluation of the merits of such investment. Prospective Members are not to construe the contents of the materials provided on this website as legal, accounting, business, investment, pension or tax advice.