A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
CapitalWorks, LLC, dba “CW Industrial Partners, LLC,” together with its fund general partners
(unless otherwise specified) (“CWI” or the “Firm”), founded in 1999, is a Midwestern focused private
equity firm based in Cleveland, Ohio that encourages knowledgeable investors to partner with the
Firm in finding, vetting and owning companies. CW Industrial Partners acquires lower middle-market
companies east of the Rockies and gives them the capital, support and freedom to grow. Sources for
acquisitions include privately held businesses, private equity firms and larger private and public
companies divesting a non-core business.
CW Industrial Partners serves as the investment manager for and provides discretionary investment
advisory services to private funds exempt from registration under the Investment Company Act of
1940 (the “Investment Company Act”). CW Industrial Partners’ clients include the following private
funds Short Vincent Partners III, L.P. and Short Vincent Partners III(A), L.P. (collectively “Fund
III”); and CapitalWorks Fund IV, L.P. (“Fund IV”) (collectively referred to throughout this brochure
as “Funds” unless the context otherwise requires). For more information about the CW Industrial
Partners Funds, please see the Firm’s Form ADV Part 1, Schedule D, Section 7.B.(1) Private Fund
Reporting. In certain circumstances, as more fully described in Item 7 below, CW Industrial Partners
also permits certain investors and third parties to co-invest directly into a portfolio company. Such
direct co-invests are not considered Funds or clients of CW Industrial Partners.
Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment
decisions on behalf of the Funds. The following General Partners are deemed registered under the
Investment Advisers Act of 1940, as amended (the “Advisers Act”) pursuant to CW Industrial
Partners’ registration in accordance with SEC guidance. CapitalWorks SVP III, LLC (the General
Partner of Fund III); and CapitalWorks IV GP, LLC (the General Partner of Fund IV). While the
General Partners maintain ultimate authority over the respective Funds, CW Industrial Partners has
been delegated the role of investment adviser.
Principal Owners/Ownership Structure
CW Industrial Partners is owned by W. Todd Martin, Chief Executive Officer and President. For
more information about CW Industrial Partners’ owners and executive officers, see the Firm’s
Form ADV Part 1, Schedule A.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
CW Industrial Partners provides investment advisory services as a private equity fund manager to its
Funds. Interests in the Funds are privately offered to qualified investors in the United States and
elsewhere. The Funds invest through privately negotiated transactions in operating companies.
CW Industrial Partners’ investment advisory services to the Funds consist of identifying and focusing
a value-oriented approach that is research and due diligence intensive and emphasizes preservation of
capital and return on investment.
Investments are made predominantly in small, middle-market companies. When such investments
consist of portfolio companies,
the senior principals or other personnel and/or third parties appointed
by CW Industrial Partners will generally serve on such portfolio companies’ respective boards of
directors or otherwise act to influence control over management of portfolio companies held by the
Funds.
Investor Communications and Delivery of Documents
From time to time, CW Industrial Partners may be required to deliver certain documents to the
investor. Investor, to the extent that the investor has email capability and/or web access, hereby
consents to the Firm’s use of electronic means, such as email, to make delivery of required and other
documents. This delivery may include notification of the availability of such documents on a website,
and investor agrees that such notification will constitute “delivery.” In conjunction with any relevant
agreement, the investor agrees to provide us with the investor’s email address and to keep this
information current at all times by promptly notifying us of any change in email address.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
CW Industrial Partners does not tailor its advisory services to the individual needs of investors in
its Funds; CW Industrial Partners’ investment advice and authority for each Fund are tailored to the
investment objectives of that Fund. These objectives are described in the private placement
memorandum, limited partnership agreement, investment advisory agreement, side letters and other
governing documents of the relevant Fund (collectively, “Governing Documents”). The Firm
does not seek or require investor approval regarding each investment.
Fund investors cannot impose restrictions on investing in certain securities or types of securities,
other than through side letter agreements. Investors participate in the overall investment program
for the applicable Fund, and generally cannot be excused from a particular investment except
pursuant to the terms of the applicable Governing Documents. CW Industrial Partners has entered
into side letters or similar agreements with certain investors who make substantial commitments of
capital that have the effect of establishing rights under, or altering or supplementing, a Fund’s
Governing Documents. Such rights include advisory board membership, co-investment preferences,
most favored nations status and waivers of interest for the initial capital contribution, among others.
These rights, benefits or privileges are not always made available to all investors nor in some cases are
they required to be disclosed to all investors. Once invested in a Fund, investors generally cannot
impose additional investment guidelines or restrictions on such Fund.
D. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and how you
manage other accounts, and (2) explain that you receive a portion of the wrap fee for your
services.
CW Industrial Partners does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-discretionary basis.
Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, CW Industrial Partners managed approximately $211,886,212 in regulatory
assets on a discretionary basis. CW Industrial Partners does not manage any assets on a non-
discretionary basis.