Advisory Business
STG Partners LLC and its affiliates (collectively, “STG”) is an investment adviser based in
Menlo Park, California that manages private investment funds focused on fueling innovative software,
data and analytics market leaders in the mid-market.
Led by William Chisholm, STG commenced operations in 2017 as a successor entity to
Symphony Technology Group, LLC (“Symphony”), a registered investment adviser which was
founded in 2002 by Dr. Romesh Wadhwani and William Chisholm. STG follows the same investment
strategy as its predecessor entity. STG and Symphony have entered into a non-discretionary
management agreement whereby STG manages the remaining Symphony funds (“Symphony Funds”)
and their portfolio companies.
STG serves as the investment adviser for, and provides discretionary investment advisory
services to, private funds (each, a “Fund”) and to co-investment special purpose funds established to
invest alongside a fund in a single portfolio company (each, a “Co-Investment Fund” and collectively
with the Funds, the “Funds”, unless the context otherwise requires). STG manages two strategies
within its Fund offerings, those focused on making control equity investments in lower mid-market
companies (the “Allegro Funds”) and those focused on making control equity investments in mid-
market companies (the “Flagship Funds”). In certain circumstances, as more fully described in Item
7 below, the Firm permits certain limited partners and third parties to co-invest alongside a Fund
directly into a portfolio company. Unlike the Co-Investment Funds mentioned above, such direct co-
investments are not considered Funds or clients of STG.
Each Fund is affiliated with a general partner (“General Partner”) with authority to make
investment decisions on behalf of the Funds. The General Partners are deemed registered under the
Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder
(the “Advisers Act”), pursuant to STG’s registration in accordance with SEC guidance. The applicable
General Partner retains investment discretion and limited partners in the Funds do not participate in
the control or management of the Funds. While the General Partners maintain ultimate authority
over the respective Funds, STG has been designated the role of investment adviser. For purposes of
this Brochure, references to STG shall include reference to the General Partners, unless the context
otherwise requires. For more information about the Funds and General Partners, please see STG’s
Form ADV Part 1, Schedule D, Section 7.A. and Section 7.B.(1)
Advisory Services
STG provides investment supervisory services to its clients, which currently consist of the
Funds. The Funds invest through negotiated transactions in operating entities, generally referred to
as “portfolio companies.” Each portfolio company has its own independent management team
responsible for managing its day-to-day operations, although (i) members of STG or representatives
appointed by the Firm are expected to serve on the boards of, or otherwise act to influence control
of the management of, such portfolio companies and will therefore have a significant impact on the
long-term direction of the company, including the selection of management team members and (ii) in
some cases, STG will more directly influence the day-to-day management of a portfolio company by
recruiting and installing certain individuals in various leadership roles, such as chief executive officer,
chief operating officer, chief financial officer or in other roles. STG’s investment advisory services to
the Funds consist of identifying and evaluating investment opportunities, negotiating investments,
managing and monitoring investments and achieving dispositions for such investments. Investments
are made predominantly in non-public companies, although investments in public companies are
permitted in certain instances.
STG’s investment advice and authority for each Fund is tailored to the investment objectives
of that Fund; STG does not tailor its advisory services to the individual needs of limited partners in
its Funds. The Fund investment objectives are described in and governed by, as applicable, the private
placement memorandum, limited partnership agreement, subscription agreements, investment
advisory agreements, side letter agreements and other governing documents of the relevant Fund
(collectively, “Governing Documents”) and limited partners determine the suitability of an investment
in a Fund based on, among other things, the Governing Documents. The Firm does not seek nor
require limited partner approval regarding each investment decision.
Limited partners in a Fund participate in such Fund’s overall investment program but may be
excused from a particular investment due to legal, regulatory or other applicable constraints. In
accordance with common industry practice, each Fund or its General Partner has entered into side
letters or other similar agreements with certain limited partners that have the effect of establishing
rights under, altering or supplementing the applicable Governing Documents, including providing
informational rights, addressing regulatory matters or varying fees and carried interest, with respect to
such limited partners. These rights, benefits or privileges are not always made available to all limited
partners, consistent with the Governing Documents and general market practice. Commencing in
September 2024, STG will make required disclosure of certain side letters to all limited partners (and
in certain cases, to prospective limited partners) in accordance with the new Private Fund Rule. Side
letters are negotiated at the time of the relevant limited partner’s capital commitment, and once
invested in a Fund, limited partners generally cannot impose additional investment guidelines or
restrictions on such Fund. There can be no assurance that the side letter rights granted to one or
more limited partners will not in certain cases disadvantage other limited partners.
Ownership Structure
STG is principally owned by William Chisholm. Investment funds managed by Goldman Sachs
Asset Management’s Petershill investment platform (collectively, “GSAM”) own a minority interest in
STG not large enough to appear on STG’s Form ADV Part 1, Schedule A or B. GSAM does not have
authority over the day-to-day operations or investment decisions of STG as it relates to the Funds,
although it has negotiated certain minority protection and consent rights in connection with its investment
in STG. For more information about the conflicts of interest inherent in third-party ownership of the
management company, see Item 8.
Regulatory Assets Under Management
As of December 31, 2023, STG managed $11.746 billion in regulatory assets under management,
all on a discretionary basis. STG managed, on behalf of affiliate Symphony, $429 million in regulatory
assets under management, all on a non-discretionary basis.