Dunes Point Capital, L.P. (“Dunes Point L.P.,” and together with its affiliated investment advisers
and the General Partners (as defined below), “DPC”) is a Delaware limited partnership based in
Rye, New York. Dunes Point L.P. was founded in 2013, and is principally owned and controlled,
directly or indirectly, by Timothy White.
Dunes Point L.P. is a registered investment adviser that, together with its affiliates, provides
investment advisory services to investment funds privately offered to qualified investors in the
United States and elsewhere. DPC’s clients include the following (each, a “Fund,” and collectively
with any future private investment funds to which DPC may provide investment advisory services,
the “Funds”):
• Dunes Point Capital Investment Partners I-A, LLC (“Fund I-A”);
• Dunes Point Capital Investment Partners I-B, LLC (“Fund I-B”);
• Dunes Point Capital Investment Partners I-C, LLC (“Fund I-C,” and collectively with
Fund I-A and Fund I-B, the “DPC I Funds”);
• Dunes Point Capital Fund II, L.P. (“Fund II Main”); and
• Dunes Point Capital Fund II-A, L.P. (“Fund II-A,” and together with Fund II Main, “DPC
Fund II”);
• Dunes Point Capital Fund III, L.P. (“Fund III Main”); and
• Dunes Point Capital Fund III-A, L.P. (“Fund III-A,” and together with Fund III Main,
“DPC Fund III”).
The following fund general partner and managing member entities are affiliated with Dunes Point
L.P.:
• Dunes Point Capital Equity Investments, LLC (“DPCEI”);
• DPC Fund II GP, L.P. (“DPC II GP”); and
• DPC Fund III GP, L.P. (“DPC III GP” and collectively with DPC II GP, DPCEI and any
future Fund general partner or managing member entities that may be affiliated with
DPC, the “General Partners” and each a “General Partner”).
Each General Partner is subject to the Advisers Act pursuant to DPC’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 Dunes Point L.P.
The Funds are private equity funds and invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” The Funds principally make control-
oriented, private equity investments in the general industrials sector, and may also purchase debt
securities with the aim of taking a control position in the underlying companies. As the investment
adviser to the Funds, DPC identifies and evaluates investment opportunities, negotiates the terms
of investments, manages and monitors investments and achieves dispositions for such investments.
Although investments are made predominantly in non-public companies, investments in public
companies are permitted. Where such investments consist of portfolio companies, the senior
principals or other personnel of DPC 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. The Funds’ investment guidelines and restrictions are
contained in the relevant private placement memoranda or other offering documents (each, a
“Memorandum”) and limited partnership or other operating
agreements of the Funds (each, a
“Partnership Agreement” and, together with any relevant Memorandum, the “Governing
Documents”) and are further described below under Item 8: “Methods of Analysis, Investment
Strategies and Risk of Loss.”
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 relevant Governing Documents; for the avoidance of doubt, such
arrangements generally do not and will not create an adviser-client relationship between DPC and
any investor. DPC sometimes enters 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 relevant Governing Documents with
respect to such investors.
Additionally, as permitted by the relevant Fund’s Governing Documents, DPC expects to provide
(or agree to provide) investment or co-investment opportunities (including the opportunity to
participate in co-invest vehicles) to certain current or prospective investors or other persons,
including other sponsors, market participants, finders, consultants and other service providers,
portfolio company management or personnel, DPC personnel and/or certain other persons
associated with DPC. 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, 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 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. Where appropriate, and in DPC’s sole discretion, DPC reserves the right to
charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise equitably to
adjust the purchase price under certain conditions), and to seek reimbursement to the relevant
Fund for related costs. However, certain Fund’s Governing Documents provide that such Fund will
bear any such amounts to the extent they are not charged or reimbursed (including charges or
reimbursements required pursuant to applicable law) as described in the preceding sentence.
DPC does not participate in wrap fee programs.
As of December 31, 2023, DPC had $2,023,763,308 of regulatory assets under management, all of
which was managed on a discretionary basis. Such number remains subject to a final audit. DPC
does not manage any assets on a non-discretionary basis.