Wellspring Capital Management Group, through its subsidiaries, provides investment advisory
services to Wellspring Capital Partners VI, L.P., Wellspring Capital Partners VI (Offshore), L.P.
and Wellspring Capital Partners VI (TE), L.P.,(collectively and together with their related
investment vehicles, “WCP VI”) - formerly managed indirectly by its affiliate, Wellspring Capital
Management LLC, which is also registered with the SEC as an investment adviser-, WCM
Continuation Fund, L.P. (“WCP Continuation Fund”), and Wellspring Capital Partners VII, L.P.
and Wellspring Capital Partners VII (Offshore), L.P. (collectively together, “WCP VII”), privately
offered funds (collectively, the “Registrant Clients”) .
The Registrant Clients are private equity funds that focus on making investments primarily in
private securities.
Wellspring Capital Management Group provides investment advisory services to the Registrant
Clients through the following wholly-controlled subsidiaries:
• Wellspring Capital Management VI LLC (“Wellspring Management VI”), which was
formed in 2017 and provides investment advisory services to WCP VI;
• WCM Continuation Fund Management LLC (“WCM Continuation Fund Management”),
which was formed in 2023 and provides investment advisory services to WCM
Continuation Fund, L.P.; and
• Wellspring Capital Management VII LLC (“Wellspring Management VII”), which was
formed in 2022 and provides investment advisory services to WCP VII.
Each of Wellspring Management VI, WCM Continuation Fund Management LLC, and Wellspring
Management VII is an investment adviser that is considered a “relying adviser” of Wellspring
Capital Management Group. Pursuant to SEC guidance, relying advisers are eligible to register with
the SEC as investment advisers, but they rely on another adviser to file (and amend) a single umbrella
registration on their behalves. Accordingly, as used in this ADV Part 2A, the terms “Registrant”
and “Adviser” in this brochure collectively refers to Wellspring Capital Management Group,
Wellspring Management VI and Wellspring Management VII.
Registrant provides investment advisory services for the Registrant Clients, each of which is a
privately offered fund
which focuses primarily on making private equity investments. The
Registrant Clients may invest in non-U.S. companies and may hedge their currency risk by
purchasing protection, which may take the form of put options, collars and/or forward contracts, but
will do so in a manner consistent with the requirements for private funds treated as “private equity
funds” for purposes of the SEC’s Form PF. Registrant provides investment advisory services in
accordance with the constituent documents of each of the Registrant Clients.
Wellspring Capital Management Group was legally organized in 2017, and is owned or governed
by Alexander E. Carles, John E. Morningstar and Matthew G. Harrison. As of December 31, 2023,
the value of gross invested capital and regulatory assets under management of all Registrant Clients,
each of which exclude realizations on investments prior to such date, is approximately
$2,441,207,125 and $3,233,234,769, respectively. Wellspring Capital Management Group manages
all assets on a discretionary basis. Affiliates of Wellspring Capital Management Group also serve
as general partners of the Registrant Clients.
In providing services to the Registrant Clients, Wellspring Capital Management Group formulates
each Registrant Client’s investment objective, directs and manages the investment and, when
applicable, reinvestment of each Registrant Client’s assets, and provides periodic reports to the
investors in each Registrant Client. Investment advice is provided directly to the Registrant Clients
and not individually to the limited partners of the Registrant Clients. Wellspring Capital
Management Group manages the assets of each Registrant Client in accordance with the terms and
conditions of each Registrant Client’s constituent documents, each of which contains certain
restrictions on the types of assets in which the applicable Registrant Client may invest. Investors
and prospective investors in a Registrant Client should refer to the applicable constituent documents
for complete information on the specific terms, including investment objectives and investment
restrictions, applicable to the Registrant Client. There can be no assurance that any of the Registrant
Clients’ objectives will be achieved.