The Adviser, a Delaware limited partnership and a registered investment adviser, and its
affiliated investment advisers provide investment advisory services to investment funds privately
offered to qualified investors in the United States and elsewhere. The Adviser commenced
operations in August 2017.
The Adviser’s clients include Center Rock Capital Partners Fund I, LP, Center Rock
Capital Partners Fund I-A, LP, Center Rock Capital Partners Executive Fund I, LP, Center Rock
Capital Partners Fund II, LP, and Center Rock Capital Partners II-A, LP each a Delaware limited
partnership (together with any parallel or alternative investment vehicle formed in connection
with the foregoing, the “Fund,” and collectively, together with any future private investment funds
to which the Adviser and/or its affiliates provide investment advisory services, the “Funds”).
Center Rock Capital Partners Fund I GP, LP and Center Rock Capital Partners Fund II GP,
LP (together with any future affiliated general partner entities that may be formed over time, each
a “General Partner,” and together with the Adviser and their affiliated entities, “Center Rock”),
is affiliated with the Adviser and serves as the general partner of the Funds.
Each General Partner is subject to the Advisers Act pursuant to the Adviser’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 the Adviser.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Center Rock’s investment advisory
services to the Funds consist of identifying and evaluating investment opportunities, negotiating
the terms of investments, managing and monitoring investments and achieving 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 Center Rock 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 advisory services to the Funds are detailed in the relevant Fund’s private placement
memorandum or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements or governing documents of the Funds (each, a “Partnership Agreement,”
and together with any relevant Memorandum, the “Governing Documents”) and are further
described below under “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 Governing Documents; for the avoidance of doubt, such arrangements generally do not and
will not create an adviser-client relationship between the Adviser and any investor. The Funds or
the General Partners generally enter into side letters or other similar agreements (“Side Letters”)
with certain investors that have the effect of establishing rights (including economic or other
terms) under, or altering or supplementing the terms of, the Governing Documents with respect
to such investors.
Additionally, as permitted by the Governing Documents, Center Rock 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, Special Consultants including
Operations Group members (each as defined below) and other service providers, portfolio company
management or personnel, Center Rock’s personnel and/or certain other persons associated with
Center Rock and/or its affiliates. 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 Center Rock’s sole discretion, Center Rock 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, to the extent any such amounts are not so charged or
reimbursed (including charges or reimbursements required pursuant to applicable law), they
generally will be borne by the relevant Fund.
As of December 31, 2023, the Adviser managed approximately $1,679,603,554 in client
assets on a discretionary basis. Center Rock Capital Partners GP, Inc. acts as the general
partner to the Adviser. The Adviser’s principal owners are Ian Kirson and Terry Theodore.