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NEW LEAF VENTURES III, L.P.
– $375 MILLION LIMITED PARTNER INTERESTS –
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
APRIL, 2014
Control No. 257
NEW LEAF VENTURES III, L.P.
– $375 MILLION LIMITED PARTNER INTERESTS –
CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM
APRIL, 2014
NEW LEAF VENTURE PARTNERS
Times Square Tower
7 Times Square, Suite 3502
New York, NY 10036
646.871-6400
1200 Park Place
Suite 300
San Mateo, CA 94403
650.234.2700
Statement of Conditions
THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM (THIS “MEMORANDUM”) IS
BEING FURNISHED TO CERTAIN SOPHISTICATED INVESTORS ON A CONFIDENTIAL BASIS BY
OR ON BEHALF OF NEW LEAF VENTURES III, L.P., A DELAWARE LIMITED PARTNERSHIP (“NLV-
III” OR THE “FUND”), SO THAT EACH MAY CONSIDER AN INVESTMENT IN THE FUND.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF
THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE LIMITED PARTNER
INTERESTS (THE “INTERESTS”) OFFERED HEREBY HAVE NOT BEEN APPROVED, DISAPPROVED,
ENDORSED OR RECOMMENDED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE
“SEC”) OR BY THE SECURITIES REGULATORY AUTHORITY OF ANY U.S. STATE OR NON-U.S.
JURISDICTION, AND NEITHER THE SEC NOR ANY SUCH AUTHORITY HAS REVIEWED THIS
MEMORANDUM NOR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
MEMORANDUM, NOR IS IT INTENDED THAT THE SEC OR ANY SUCH AUTHORITY WILL DO SO.
NO INDEPENDENT PERSON HAS CONFIRMED THE ACCURACY OR TRUTHFULNESS OF THIS
DISCLOSURE OR WHETHER IT IS COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
ILLEGAL.
THE INTERESTS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY U.S. STATE SECURITIES LAWS OR
THE LAWS OF ANY NON-U.S. JURISDICTION. IT IS ANTICIPATED THAT THE OFFERING AND
SALE OF THE INTERESTS IN THE U.S. WILL BE EXEMPT FROM REGISTRATION PURSUANT TO
SECTION 4(2) AND REGULATION D AND REGULATION S PROMULGATED UNDER THE
SECURITIES ACT AND OTHER EXEMPTIONS OF SIMILAR IMPORT UNDER THE LAWS OF THE
STATES AND OTHER JURISDICTIONS WHERE THE OFFERING WILL BE MADE. THE FUND WILL
NOT BE REGISTERED AS AN INVESTMENT COMPANY UNDER THE U.S. INVESTMENT COMPANY
ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”).
THE INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE
OFFERED OR SOLD IN THE U.S. OR TO U.S. PERSONS (AS DEFINED IN RULE 902(K) OF THE
SECURITIES ACT) UNLESS THE INTERESTS ARE REGISTERED UNDER THE SECURITIES ACT, OR
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS
AVAILABLE. HEDGING TRANSACTIONS INVOLVING THE INTERESTS MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.
THE FUND AND ITS GENERAL PARTNER ARE NEWLY FORMED ENTITIES. THERE IS NO PUBLIC
MARKET FOR THE INTERESTS, AND NO SUCH MARKET IS EXPECTED TO DEVELOP. EACH
PURCHASER WILL BE REQUIRED TO REPRESENT, AMONG OTHER THINGS, THAT IT IS AN
“ACCREDITED INVESTOR” WITHIN THE MEANING OF REGULATION D OF THE SECURITIES ACT
AND THAT IT IS ACQUIRING THE INTERESTS PURCHASED BY IT FOR INVESTMENT AND NOT
WITH A VIEW FOR RESALE OR DISTRIBUTION. THE INTERESTS ARE SUBJECT TO RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE FUND’S AMENDED AND RESTATED LIMITED PARTNERSHIP
AGREEMENT (AS AMENDED FROM TIME TO TIME, THE “PARTNERSHIP AGREEMENT”) AND
UNLESS THE INTERESTS ARE REGISTERED UNDER THE SECURITIES ACT OR EXEMPTED FROM
SUCH REGISTRATION AND REGISTRATION UNDER ANY OTHER APPLICABLE SECURITIES LAW
REQUIREMENTS.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR GIVE ANY
INFORMATION WITH RESPECT TO THE INTERESTS EXCEPT THE INFORMATION CONTAINED IN
THIS MEMORANDUM, AND ANY REPRESENTATION OR INFORMATION NOT CONTAINED
HEREIN MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUND, ITS
GENERAL PARTNER, OR ANY OF THEIR RESPECTIVE PARTNERS, EMPLOYEES, OFFICERS,
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DIRECTORS OR AFFILIATES. THE DISTRIBUTION OF THIS MEMORANDUM AND THE OFFER
AND SALE OF THE INTERESTS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. FOR
INFORMATION REQUIRED BY THE SECURITIES LAWS OF CERTAIN U.S. STATES AND CERTAIN
JURISDICTIONS OUTSIDE OF THE U.S., PLEASE SEE THE OFFERING NOTICES BEGINNING IN
SECTION XIV. THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE INTERESTS IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
THIS MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS IT TO BE CONSTRUED AS, A
PROSPECTUS OR ADVERTISEMENT, AND THE OFFERING CONTEMPLATED IN THIS
MEMORANDUM IS NOT, AND UNDER NO CIRCUMSTANCES IS IT TO BE CONSTRUED AS, A
PUBLIC OFFERING OF THE INTERESTS.
THIS MEMORANDUM IS FOR THE CONFIDENTIAL USE OF ONLY THOSE PERSONS TO WHOM IT
IS TRANSMITTED IN CONNECTION WITH THIS OFFERING. EACH RECIPIENT ACKNOWLEDGES
AND AGREES THAT THE CONTENTS OF THIS MEMORANDUM AND RELATED
DOCUMENTATION CONSTITUTE PROPRIETARY AND CONFIDENTIAL INFORMATION, THAT
NEW LEAF VENTURE PARTNERS, L.L.C. (“NEW LEAF” OR THE “MANAGEMENT COMPANY”)
AND THE FUND DERIVE INDEPENDENT ECONOMIC VALUE FROM THEIR CONTENTS NOT
BEING GENERALLY KNOWN, AND THAT THE MANAGEMENT COMPANY TAKES REASONABLE
EFFORTS TO MAINTAIN THEIR SECRECY. IN ADDITION, EACH PERSON WHO RECEIVES THIS
MEMORANDUM AGREES THAT ITS CONTENTS ARE A TRADE SECRET, THE DISCLOSURE OF
WHICH IS LIKELY TO CAUSE SUBSTANTIAL AND IRREPARABLE COMPETITIVE HARM TO THE
MANAGEMENT COMPANY AND THE FUND. BY ACCEPTANCE HEREOF, EACH RECIPIENT
AGREES NOT TO TRANSMIT, REPRODUCE OR MAKE AVAILABLE TO ANYONE, IN WHOLE OR IN
PART, THIS MEMORANDUM, ANY SUPPLEMENT HERETO OR ANY INFORMATION CONTAINED
HEREIN OR THEREIN WITHOUT THE PRIOR WRITTEN CONSENT OF NEW LEAF VENTURE
ASSOCIATES III, L.P. (THE “GENERAL PARTNER”), OR TO USE IT FOR ANY PURPOSE OTHER
THAN EVALUATING A POSSIBLE INVESTMENT IN THE FUND. EACH PERSON WHO HAS
RECEIVED A COPY OF THIS MEMORANDUM (WHETHER OR NOT SUCH PERSON PURCHASES
ANY INTERESTS) IS DEEMED TO HAVE AGREED (I) TO RETURN THIS MEMORANDUM AND ANY
SUPPLEMENT HERETO TO THE MANAGEMENT COMPANY UPON REQUEST IF SUCH PERSON
HAS NOT PURCHASED AN INTEREST, (II) NOT TO DISCLOSE ANY INFORMATION CONTAINED
IN THIS MEMORANDUM OR ANY SUPPLEMENT HERETO EXCEPT TO THE EXTENT THAT SUCH
INFORMATION WAS (A) PREVIOUSLY KNOWN BY SUCH PERSON THROUGH A SOURCE (OTHER
THAN THE FUND, ITS PARTNERS OR ANY AFFILIATES OR AGENTS THERETO) NOT BOUND BY
ANY OBLIGATION TO KEEP CONFIDENTIAL SUCH INFORMATION, (B) IN THE PUBLIC DOMAIN
THROUGH NO FAULT OF SUCH PERSON OR (C) LATER LAWFULLY OBTAINED BY SUCH
PERSON FROM SOURCES (OTHER THAN THE FUND, ITS PARTNERS OR ANY AFFILIATES OR
AGENTS THERETO) NOT BOUND BY ANY OBLIGATION TO KEEP SUCH INFORMATION
CONFIDENTIAL AND (III) TO BE RESPONSIBLE FOR ANY DISCLOSURE OF THIS MEMORANDUM,
ANY SUPPLEMENT HERETO, OR THE INFORMATION CONTAINED HEREIN OR THEREIN, BY
SUCH PERSON OR ANY OF ITS EMPLOYEES, AGENTS OR REPRESENTATIVES.
PROSPECTIVE INVESTORS ARE URGED TO REQUEST ANY ADDITIONAL INFORMATION THEY
MAY CONSIDER NECESSARY OR DESIRABLE IN MAKING AN INFORMED INVESTMENT
DECISION. EACH PROSPECTIVE PURCHASER IS INVITED, PRIOR TO THE CONSUMMATION OF
A SALE OF ANY INTERESTS TO SUCH PURCHASER, TO ASK QUESTIONS OF AND RECEIVE
ANSWERS FROM THE MANAGEMENT COMPANY CONCERNING THE FUND AND THIS
OFFERING AND TO OBTAIN ANY ADDITIONAL INFORMATION TO THE EXTENT THE
MANAGEMENT COMPANY POSSESSES THE SAME OR CAN ACQUIRE IT WITHOUT
UNREASONABLE EFFORT OR EXPENSE, IN ORDER TO VERIFY THE ACCURACY OF THE
INFORMATION CONTAINED IN THIS MEMORANDUM OR OTHERWISE.
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PROSPECTIVE INVESTORS ARE CAUTIONED NOT TO RELY ON THE PRIOR RETURNS SET FORTH
HEREIN IN MAKING A DECISION WHETHER OR NOT TO PURCHASE THE INTERESTS OFFERED
HEREBY. AN INVESTMENT IN THE FUND DOES NOT REPRESENT AN INTEREST IN ANY
INDICATED INVESTMENT OR ANY INVESTMENT PORTFOLIO OF ANY RELATED OR OTHER
INVESTMENT FUND, INCLUDING ANY INVESTMENT FUND MANAGED BY THE MANAGEMENT
COMPANY OR ITS AFFILIATES. WHILE THIS MEMORANDUM INCLUDES REFERENCES TO A
NUMBER OF RELATED AND AFFILIATED ENTITIES, INCLUDING CERTAIN AFFILIATED
INVESTMENT POOLS AND VEHICLES, AN INVESTMENT IN THE FUND AS CONTEMPLATED
HEREIN IS SEPARATE AND DISCRETE FROM ALL SUCH OTHER AFFILIATED INVESTMENT
VEHICLES. FURTHER, ALTHOUGH THE PERFORMANCE OF SUCH OTHER AFFILIATED
INVESTMENT VEHICLES MAY BE RELEVANT TO A GENERAL UNDERSTANDING OF THE
GENERAL INVESTMENT EXPERIENCE AND PHILOSOPHY OF THE MANAGEMENT COMPANY
AND ITS AFFILIATES, SUCH PERFORMANCE IS NOT AN INDICATOR OF THE RESULTS TO BE
ACHIEVED BY THE FUND.
THE RETURN INFORMATION CONTAINED HEREIN HAS NOT BEEN AUDITED OR VERIFIED BY
ANY INDEPENDENT PARTY AND SHOULD NOT BE CONSIDERED REPRESENTATIVE OF THE
RETURNS THAT MAY BE RECEIVED BY AN INVESTOR IN THE FUND. CERTAIN FACTORS EXIST
THAT MAY AFFECT COMPARABILITY INCLUDING, AMONG OTHERS, THE DEDUCTION OF FEES
AND EXPENSES AND THE PAYMENT OF CARRIED INTEREST (WHICH MAY BE DIFFERENT FOR
THE FUND) AS WELL AS OTHER FACTORS AS NOTED WITH SUCH INFORMATION. FURTHER,
CERTAIN INFORMATION RESPECTING UNREALIZED RETURNS IS BASED ON PUBLIC MARKET
VALUATIONS THAT, AMONG OTHER THINGS, HAVE BECOME INCREASINGLY VOLATILE AND
AS A RESULT MAY NOT BE INDICATIVE OF THE CURRENT VALUE OR THE ACTUAL VALUE TO
BE REALIZED FROM ANY PARTICULAR PORTFOLIO INVESTMENT.
PROSPECTIVE INVESTORS SHOULD NOT CONSTRUE THE CONTENTS OF THE MEMORANDUM
AS LEGAL, TAX, REGULATORY, FINANCIAL, ACCOUNTING OR OTHER ADVICE. EACH
PROSPECTIVE INVESTOR SHOULD MAKE ITS OWN INVESTIGATION AND CONSULT ITS OWN
ADVISORS AS TO THE LEGAL, TAX, REGULATORY, FINANCIAL, ACCOUNTING AND RELATED
MATTERS CONCERNING THE FUND, THE OFFERING AND AN INVESTMENT IN THE INTERESTS.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK AND IS SUITABLE ONLY FOR
INVESTORS WHO ARE SOPHISTICATED WITH FINANCIAL MATTERS AND FAMILIAR WITH THE
RISKS ASSOCIATED WITH INVESTMENTS SIMILAR TO THE ONES DESCRIBED HEREIN. NONE OF
THE FUND, THE GENERAL PARTNER, THE MANAGEMENT COMPANY OR ANY OF THEIR
AFFILIATES IS MAKING ANY REPRESENTATION OR WARRANTY TO AN INVESTOR REGARDING
THE LEGALITY OF AN INVESTMENT IN THE FUND BY SUCH INVESTOR OR ABOUT THE
INCOME AND OTHER TAX CONSEQUENCES TO IT OF SUCH AN INVESTMENT.
UNLESS OTHERWISE INDICATED, ALL INFORMATION CONTAINED HEREIN RESPECTING
RATES OF RETURN OR OTHER PERFORMANCE DATA, WHETHER REALIZED OR UNREALIZED,
IS QUALIFIED BY THE RELEVANT APPENDICES, FOOTNOTES, AND ENDNOTES HEREIN AND IS
ON A GROSS RETURN BASIS BEFORE GIVING EFFECT TO MANAGEMENT FEES, CARRIED
INTEREST, OTHER EXPENSES AND TAXES, WHICH, IF GIVEN EFFECT TO, WOULD REDUCE SUCH
RETURNS AND, IN THE AGGREGATE, ARE EXPECTED TO BE SUBSTANTIAL. WHERE NET
RETURNS ARE PROVIDED, SUCH RETURNS GIVE EFFECT TO MANAGEMENT FEES, CARRIED
INTEREST AND OTHER EXPENSES. FURTHER, INFORMATION RESPECTING INVESTMENT
PERFORMANCE IS BASED ON CERTAIN INVESTMENT POSITIONS SELECTED AS
REPRESENTATIVE AND ANALOGOUS TO THE TARGETED INVESTMENT CATEGORIES FOR THE
FUND. SUCH INVESTMENT PERFORMANCE INFORMATION IS NOT REPRESENTATIVE OF
INVESTMENT PERFORMANCE BY NEW LEAF AND ITS AFFILIATED INVESTMENT MANAGERS IN
OTHER INVESTMENT ACTIVITIES, WHICH HAVE NOT BEEN INCLUDED HEREIN.
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INVESTORS SHOULD CAREFULLY REVIEW THE INFORMATION CONTAINED IN THIS
MEMORANDUM IN SECTION IX, “CERTAIN INVESTMENT CONSIDERATIONS,” AND SECTION X,
“CERTAIN TAX AND ERISA CONSIDERATIONS.” INVESTMENT IN THE INTERESTS IS SUITABLE
ONLY FOR SOPHISTICATED INVESTORS AND REQUIRES THE FINANCIAL ABILITY AND
WILLINGNESS TO ACCEPT THE RISKS AND LACK OF LIQUIDITY INHERENT IN AN INVESTMENT
IN THE INTERESTS. IN PARTICULAR, ONE OR MORE SUBSIDIARIES OF THE FUND OR OTHER
ENTITIES IN WHICH THE FUND INVESTS DIRECTLY OR INDIRECTLY MAY QUALIFY AS
“PASSIVE FOREIGN INVESTMENT COMPANIES” OR “CONTROLLED FOREIGN CORPORATIONS”
FOR U.S. FEDERAL INCOME TAX PURPOSES, WHICH COULD RESULT IN ADVERSE TAX
CONSEQUENCES TO INVESTORS THAT ARE U.S. PERSONS.
THIS MEMORANDUM CONTAINS A SUMMARY OF THE PARTNERSHIP AGREEMENT AND
CERTAIN OTHER DOCUMENTS REFERRED TO HEREIN. HOWEVER, THE SUMMARIES IN THIS
MEMORANDUM DO NOT PURPORT TO BE COMPLETE AND ARE SUBJECT TO AND QUALIFIED
IN THEIR ENTIRETY BY REFERENCE TO THE ACTUAL TEXT OF THE RELEVANT DOCUMENT,
COPIES OF WHICH WILL BE PROVIDED TO EACH PROSPECTIVE INVESTOR UPON REQUEST.
EACH PROSPECTIVE INVESTOR SHOULD REVIEW THE PARTNERSHIP AGREEMENT, THE
SUBSCRIPTION AGREEMENT AND SUCH OTHER DOCUMENTS FOR COMPLETE INFORMATION
CONCERNING THE RIGHTS, PRIVILEGES AND OBLIGATIONS OF INVESTORS IN THE FUND. IN
THE EVENT THAT THE DESCRIPTIONS OR TERMS OF THE MEMORANDUM ARE INCONSISTENT
WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS OF THE PARTNERSHIP AGREEMENT,
THE SUBSCRIPTION AGREEMENT OR OTHER DOCUMENTS, THE PARTNERSHIP AGREEMENT,
THE SUBSCRIPTION AGREEMENT OR SUCH OTHER DOCUMENTS SHALL CONTROL. THE
GENERAL PARTNER AND ITS AFFILIATES RESERVE THE RIGHT TO MODIFY THE TERMS OF THE
OFFERING AND THE INTERESTS DESCRIBED IN THIS MEMORANDUM, AND THE INTERESTS
ARE OFFERED SUBJECT TO THE GENERAL PARTNER’S ABILITY TO REJECT ANY COMMITMENT
IN WHOLE OR IN PART.
CERTAIN INFORMATION IN THIS MEMORANDUM HAS BEEN OBTAINED FROM SOURCES
BELIEVED TO BE RELIABLE ALTHOUGH NONE OF THE FUND, GENERAL PARTNER, THE
MANAGEMENT COMPANY OR THEIR RESPECTIVE AFFILIATES GUARANTEE ITS ACCURACY,
COMPLETENESS OR FAIRNESS. OPINIONS AND ESTIMATES MAY BE CHANGED WITHOUT
NOTICE.
THE FUND IS OFFERING INTERESTS TO U.S. PERSONS THAT ARE “QUALIFIED PURCHASERS” AS
DEFINED IN THE INVESTMENT COMPANY ACT AND “ACCREDITED INVESTORS” AS DEFINED
IN THE SECURITIES ACT.
AN INVESTMENT IN THE FUND MAY BE SUBJECT TO INCREASING REGULATIONS AND
GOVERNMENTAL OVERSIGHT, INCLUDING, FOR EXAMPLE, THE BANK SECRECY ACT AND THE
USA PATRIOT ACT OF 2001, INCLUDING THEIR RESPECTIVE IMPLEMENTING REGULATIONS
WHICH, AMONG OTHER THINGS, CONSTITUTE THE ANTI-MONEY LAUNDERING
REGULATIONS. THERE CAN BE NO ASSURANCE THAT SUCH RULES WILL NOT REQUIRE
VARIOUS INVESTOR DISCLOSURES TO, AMONG OTHERS, DOMESTIC AND FOREIGN
GOVERNMENT AUTHORITIES.
YOUR INVESTMENT WILL BE DENOMINATED IN UNITED STATES DOLLARS ($) AND,
THEREFORE, WILL BE SUBJECT TO ANY FLUCTUATION IN THE RATE OF EXCHANGE BETWEEN
U.S. DOLLARS ($) AND THE CURRENCY OF YOUR OWN JURISDICTION. SUCH FLUCTUATIONS
MAY HAVE AN ADVERSE EFFECT ON THE VALUE, PRICE OR INCOME OF YOUR INVESTMENT.
ALL SECURITIES INVESTMENTS RISK THE LOSS OF CAPITAL. NO GUARANTEE OR
REPRESENTATION IS MADE THAT THE FUND WILL ACHIEVE ITS INVESTMENT OBJECTIVE. AN
INVESTMENT IN THE FUND IS SPECULATIVE AND INVOLVES CERTAIN CONSIDERATIONS AND
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CERTAIN INVESTMENT CONSIDERATIONS. PAST PERFORMANCE IS NOT INDICATIVE OF
FUTURE RESULTS.
THE FUND INTENDS TO CONDUCT ITS INVESTMENT ACTIVITIES THROUGH A NUMBER OF
SUBSIDIARIES AND AFFILIATES THAT MAY BE ESTABLISHED FROM TIME TO TIME IN ONE OR
MORE JURISDICTIONS, EACH OF WHICH MAY HAVE VARYING TAX EFFECTS ON THE FUND
AND PARTNERS. AS SUCH THERE CAN BE NO ASSURANCE AS TO THE CONSEQUENCES OF
SUCH ACTIVITIES. INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE RISK
OF AN INVESTMENT IN THE FUND. SEE ALSO SECTION X, “CERTAIN TAX AND ERISA
CONSIDERATIONS.”
PROSPECTIVE INVESTORS SHOULD REVIEW THE OFFERING NOTICES BEGINNING IN SECTION
XIV FOR INFORMATION RELATING TO THE OFFERING AND SALES OF THE INTERESTS TO
INVESTORS IN VARIOUS STATES OF THE U.S. AS WELL AS CERTAIN NON-U.S. JURISDICTIONS.
IN ACCORDANCE WITH U.S. TREASURY REGULATIONS GOVERNING PRACTICE BEFORE THE
INTERNAL REVENUE SERVICE (CIRCULAR 230), THE FUND HEREBY INFORMS THE INVESTORS
THAT (A) THE INFORMATION BELOW (OR OTHERWISE CONTAINED IN THIS DOCUMENT) IS
NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, BY THE INVESTORS FOR
THE PURPOSE OF AVOIDING PENALTIES THAT THE U.S. INTERNAL REVENUE SERVICE MAY
ATTEMPT TO IMPOSE ON AN INVESTOR, (B) THE INFORMATION WAS WRITTEN TO SUPPORT
THE PROMOTION OR MARKETING OF THE TRANSACTION OR MATTERS ADDRESSED BY THE
WRITTEN INFORMATION AND (C) INVESTORS SHOULD SEEK TAX ADVICE BASED ON THEIR
PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
Forward-Looking Statements
CERTAIN INFORMATION CONTAINED IN THIS MEMORANDUM CONSTITUTES “FORWARD-
LOOKING STATEMENTS,” WHICH CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING
TERMINOLOGY SUCH AS “MAY,” “WILL,” “SHOULD,” “EXPECT,” “ANTICIPATE,” “PROJECT,”
“ESTIMATE,” “INTEND,” “CONTINUE,” OR “BELIEVE,” OR THE NEGATIVES THEREOF OR OTHER
VARIATIONS THEREON OR COMPARABLE TERMINOLOGY. DUE TO VARIOUS RISKS AND
UNCERTAINTIES, INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH IN SECTION IX
“CERTAIN INVESTMENT CONSIDERATIONS”, ACTUAL EVENTS OR RESULTS OR THE ACTUAL
PERFORMANCE OF THE FUND MAY DIFFER MATERIALLY FROM THOSE REFLECTED OR
CONTEMPLATED IN SUCH FORWARD-LOOKING STATEMENTS. WHILE ASSUMPTIONS
UNDERLYING VARIOUS STATEMENTS AS TO FUTURE PERFORMANCE ARE BELIEVED TO BE
REASONABLE IN NATURE, EXISTING AND PROSPECTIVE INVESTORS SHOULD MAKE THEIR
OWN ASSESSMENTS AS TO SUCH ASSUMPTIONS AND THE ASSOCIATED RISKS, INCLUDING
THE LIKELIHOOD OF THE FUND ACHIEVING CORRESPONDING RESULTS, ALL OF WHICH ARE
SUBJECT TO RISKS AND UNCERTAINTIES MANY OF WHICH ARE BEYOND THE CONTROL OF
THE FUND (SEE SECTION IX “CERTAIN INVESTMENT CONSIDERATIONS”). AS SUCH, NO
ASSURANCE IS GIVEN AS TO THE REALIZATION OF ANY SUCH FUTURE PERFORMANCE. NO
REPRESENTATION OR WARRANTY IS MADE AS TO FUTURE PERFORMANCE OR SUCH
FORWARD-LOOKING STATEMENTS. UNLESS OTHERWISE INDICATED, INFORMATION
CONTAINED HEREIN IS AS OF MARCH 31, 2014. THE DELIVERY OF THIS MEMORANDUM DOES
NOT IMPLY THAT ANY OTHER INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO MARCH 31, 2014.
None of New Leaf Ventures I, L.P., New Leaf Ventures II, L.P., NLV-III, the Management Company or any of their
affiliates have any affiliation with Credit Suisse nor any its affiliates (collectively, “Credit Suisse”). Credit Suisse
has not compiled, reviewed or participated in the preparation of any of the performance or other information
contained in this Memorandum and assumes no responsibility therefor. Consequently, in no respects should
Credit Suisse be considered to have approved or disapproved of any of the information set forth in this
Memorandum. “Sprout”, “Sprout Group” and the symbols associated therewith are registered trademarks of Credit
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Suisse. These trademarks remain the exclusive property of Credit Suisse. The Interests being offered by NLV-III are
not sponsored, endorsed, promoted, offered or sold by Credit Suisse, and Credit Suisse makes no representation
regarding the advisability of investing in NLV-III.
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TABLE OF CONTENTS
I. Executive Summary ......................................................................................................................... 1
II. The Team ....................................................................................................................................... 11
III. Summary of Historical Investment Performance ................................................................. 18
IV. Opportunity In The Healthcare Sector ................................................................................... 24
V. New Leaf Venture Partners Investment Strategy .................................................................. 31
VI. Deal Sourcing & Investment Process ..................................................................................... 43
VII. Ongoing Relationship With Sprout Funds .......................................................................... 45
VIII. Summary of Partnership Terms ........................................................................................... 46
IX. Certain Investment Considerations ........................................................................................ 58
X. Certain Tax and ERISA Considerations ................................................................................... 73
XI. Certain Legal & Regulatory Considerations .......................................................................... 85
XII. Additional Information ............................................................................................................ 88
XIII. Appendices ............................................................................................................................... 89
XIV. Certain Offering Notices ...................................................................................................... 100
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I. EXECUTIVE SUMMARY
FUND OVERVIEW
New Leaf Ventures III, L.P. (“NLV-III” or the “Fund”) is being formed by New Leaf Venture
Partners, L.L.C. (“New Leaf” or the “Management Company”), an established and proven
leader in health care technology investing. NLV-III will be the seventh private equity fund
focused on venture and growth stage investments in healthcare and life sciences companies
raised by the partners of New Leaf. NLV-III is the successor fund to New Leaf Ventures I, L.P.
(“NLV-I”) and New Leaf Ventures II, L.P. (“NLV-II”), which raised capital commitments of
$310 million and $450 million respectively. The New Leaf funds follow four Sprout Capital
funds that included over $1.0 billion of investments in healthcare technology companies. 1 In
total, the New Leaf team has invested over $1.6 billion and have generated one of the industry’s
leading track records by consistently outperforming their peers in the healthcare venture capital
market (based on Cambridge Associates benchmarks 2 ) and exceeding relevant public market
indices by substantial margins. 3,4
The Fund will seek to invest in a diversified portfolio composed of an estimated 24 to 28
healthcare technology companies, most of which will be U.S. based and at the product
development or commercialization phase. Fund investments will typically take the form of
venture capital or growth capital transactions in private companies, or as structured
transactions in small capitalization public companies. The Fund will establish meaningful
ownership positions and in most cases will actively manage the investments with
representation on the boards of directors. The Fund will seek to generate returns that
significantly outperform relevant public market equity indices by creating a portfolio that
optimally balances the risks, timelines, and capital intensity associated with developing and
commercializing innovative healthcare technologies with the financial market realities that are
the backdrop for a venture capital fund focused on this sector.
The Fund is targeting aggregate capital commitments from limited partners of
$375 million.
THE NEW LEAF TEAM
New Leaf is one of the most respected, successful, and established brands in healthcare
technology investing, a reputation built over the last 18 years by a highly experienced and
stable team of partners. NLV-III will be managed by this team of 6 senior partners, 5 of whom
have worked together continuously for a decade or more. These partners bring a strong
combination of significant and relevant industry operating experience and successful venture
capital investment experience to NLV-III.
The Managing Directors of NLV-III are Philippe Chambon MD PhD, Jeani Delagardelle, Ron
Hunt, Vijay Lathi, and Liam Ratcliffe MD PhD. Philippe, Jeani, Ron, and Vijay have worked
together for 15 years over six prior funds at New Leaf and the Sprout Group. Liam joined the
1 Sprout Group is a venture capital affiliate of Credit Suisse
2 Please refer to Section III: “Summary of Historical Investment Performance” and Section XIII: “Appendices” including endnote C
in Appendix 4 regarding information provided by Cambridge Associates.
3 S&P500, S&P Healthcare, NASDAQ Composite, and Russell 3000. See endnote F in Appendix 4.
4 Please refer to Section III: “Summary of Historical Investment Performance” and Section XIII: “Appendices; Appendix 3”
(regarding the PME+ methodology) including endnotes B, D, E and F in Appendix 4.
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New Leaf team five years ago and has made significant contributions to the NLV-II portfolio.
Jim Niedel MD PhD has worked with the team continuously for over twelve years and will
continue to be a senior member of the NLV investment team for NLV-III, but will change his
status to Venture Partner with the closing of NLV-III. In this role, Jim will work full-time with
NLV during the NLV-III investment period in building and managing the NLV-III portfolio,
and he will continue with full oversight and portfolio management responsibilities for NLV-I
and NLV-II. With 80+ years of venture investing experience and decades of operating
experience in the industries in which they invest, this 6 member senior team (the “Fund
Managers”) brings highly relevant and complementary experience to bear on this Fund. This
team of partners is further strengthened by a group of additional investment professionals who
add highly relevant scientific and life sciences investment experience and have made significant
contributions to the NLV-II portfolio.
The New Leaf team is distinctive in that its members have played a leadership role in the
healthcare venture capital industry over the last two decades. During this time, the Fund
Managers have demonstrated the ability to source high quality investments at all stages,
including start-ups, follow-on private investments, company restructurings, and structured
public investments. The Fund Managers source deals through a range of activities that rely on
their deep relationships in academia, industry, and the investment community (private and
public), resulting in differentiated and, in many cases, proprietary deal flow. Once initial
investments are made, the Fund Managers are focused on building value in technology based
healthcare companies by creating strong management teams and then collaborating with them
to develop, manage, and execute capital efficient business plans. Through these efforts, the
Fund Managers have earned a reputation as value-added investors and have created some of
the best performing portfolios of healthcare technology investments in the industry.
LONG TERM TRACK RECORD
Over an 18 year period and across the portfolios of 6 distinct venture funds focused on
healthcare technology investments, the Fund Managers have delivered net performance that
has consistently outperformed venture industry benchmarks and relevant public equity market
indices 5,6 . The Fund Managers’ track record is notable for the following reasons:
�
Performance has been consistently top-quartile since the mid-1990s:
NLV-I, NLV-II and the healthcare technology portfolios in the Sprout Capital funds
have invested over $1.6 billion in healthcare technology companies since 1995. Over
nearly two decades, returns have consistently exceeded Cambridge Associates’ top-
5 Except as otherwise expressly noted, all performance information contained herein, including rates of return, is as of March 31,
2014 and is unaudited. The performance information is based on the cumulative invested capital, cumulative cash dividends and
realized and unrealized sales proceeds in portfolio companies. Where designated as “gross”, the performance information is
presented on a gross basis with regard to expenses and does not reflect deductions for any management fees, the general partner’s
carried interest or other expenses. Where designated as “net”, the performance information is presented on a net basis after giving
effect to management fees, the general partner’s carried interest and other expenses. Please refer to Section III: “Summary of
Historical Investment Performance” and Section XIII: “Appendices” and the endnotes in Appendix 4 for a more detailed description
of the performance of the NLV-I, NLV-II and the Sprout Funds. An investment in the Fund does not represent an interest in any
indicated investment or any investment portfolio of any related or other investment fund, including any investment or fund
managed by the Fund Managers. Disclosure of past performance herein is for informational purposes only and is not indicative of
future results.
6 Please refer to Section III: “Summary of Historical Investment Performance” and Section XIII: “Appendices; Appendix 3”
including endnote C (regarding information provided by Cambridge Associates).
2
CONTROL NUMBER 257 - CONFIDENTIAL
quartile benchmarks for U.S. venture capital healthcare and/or U.S. total venture
capital. 7
�
Exceeded relevant public equity indices by substantial margins on all realized funds:
Members of the New Leaf team invested $1.02 billion in the portfolios of healthcare
technology investments in four Sprout Capital funds (Sprout Capital IX, L.P., Sprout
Capital VIII, L.P., Sprout Capital VII, L.P. and Sprout Growth II, L.P.), and these are now
fully realized (or near fully realized in the case of Sprout Capital IX, L.P.). The net
annual IRR’s on the healthcare technology portfolios in these funds outperformed the
S&P 500 (568 – 2,258 bps), S&P Healthcare (302 – 2,064 bps), NASDAQ Composite (451 –
2,125 bps), and the Russell 3000 (502 – 2,215 bps) using the Public Market Equivalent
Plus (PME+) methodology 8 . Although PME+ methodology is most informative when
used to analyze funds whose returns are mature, the PME+ methodology shows that
NLV-I is outperforming these same indices, and shows encouraging results for NLV-II
despite its relative immaturity.
It is this consistently high level of return over an 18 year period, spanning several challenging
investment cycles, that creates a truly unique track record within the venture capital sector.
The chart below illustrates details of the gross and net performance by fund.
Chart 1: Returns by Fund
As of March 31, 2014
($ in millions)
Fund:
Fund Size:
Growth II
HCT
*
$15M Fund
Sprout VII
HCT
*
$95M Fund
Sprout VIII
HCT
*
$147M Fund
Sprout IX
HCT
*
$690M Fund
NLV-I
$310M Fund
NLV-II
$450M Fund
Paid-In Capital $15M $95M $147M $690M $303M $407M
Vintage Year: (1993 - 2007) (1995 - 2011) (1998 - 2012) (2000) (2005) (2008)
First Investment 1995 1995 1998 2000 2005 2008
Gross Fund Returns
N
Total Multiple
N
Realized Multiple
4.4x
4.4x
2.6x
2.6x
1.7x
1.7x
2.0x
2.2x
2.1x
1.7x
1.8x
2.0x
D
Total IRR
D
Realized IRR
44%
44%
19%
19%
10%
10%
15%
17%
19%
23%
30%
33%
Net Fund Returns
N
Net Total Multiple
D
Net Total IRR
*
3.69x
*
28.9%
*
2.17x
*
12.0%
*
1.49x
*
6.0%
*
1.66x
*
9.3%
1.75x
12.0%
1.45x
16.7%
Net Distributed / Paid-In Multiple
F
*
3.69x
*
2.17x
*