The Adviser, a Delaware limited liability company 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 January 2013.
The Adviser’s clients include the following (each, a “Fund,” and together with
any future private investment fund to which the Adviser or its affiliates provide
investment advisory services, the “Funds”):
• Access Steton LLC (“RizePoint”);
• Access Foundation Partners Group II, LLC (“FPG II”);
• Access Foundation Partners Group III, LP (“FPG III”);
• Access Holdings (FPG Feeder) LP (“FPG Feeder”);
• Access Holdings (FPG Feeder II) LP (“FPG Feeder II”);
• Access Holdings (FPG) LP (“FPG LP”)
• Access Holdings (FPG Management Parallel), LP (“FPG MGMT” and
collectively with FPG II, FPG III, FPG Feeder, FPG Feeder II & FPG LP,
“FPG”);
• KUV Access ATS Feeder LP (“KUV ATS”);
• KUV Access BNYH Feeder LP (“KUV BNYH”);
• KUV Feeder LP (“KUV,” and collectively with KUV ATS and KUV BNYH,
“Kuvare”);
• Access Holdings Fund I L.P. (“AHF I”);
• Access Pet Co-Investment LP (“APCI”);
• Access Pet Feeder, LLC. (“APF”);
• Access Car Wash Co-Investment LP (“ACWC”);
• Access Pet Co-Investment II LP (“APCI II”);
• Access Sports Co-Investment LP (“ASCI”);
• Access Sports Holdings LLC (“ASH”).
• Access Holdings Fund II L.P. (“AHF II”);
• Access Holdings Fund II-A L.P. (“AHF II-A”); and
• Access Holdings Fund II Co-Investment L.P. (“AHFC II”).
• Access FLS Co-Investment LP (“FLS”)
• Spotless Brands Holdings II Co-Investment, LP (“SBH II CI”)
• Spotless Brands Holdings PIK Co-Investment LP (“SBH PIK”)
• ASTP Holdings Co-Investment LP (“ASTPCI”)
• Access Holdings Endurance Fund L.P. (“AHEF”)
• Access Holdings Endurance Fund-A L.P. (“AHEF-A”)
• Access Marinas Co-Investment LP (“AMCI”)
The following general partner, manager and/or managing member entities are
affiliated with the Adviser:
• Access Holdings GP LP;
• KUV Feeder GP Ltd;
• Access Holdings I GP LP.;
• Access Holdings (FPG) GP LP.; and
• Access Holdings II GP LP.
• Access Holdings Endurance GP L.P.
(each, a “General Partner” and together with the Adviser and their affiliated entities
“Access Holdings”).
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.
RizePoint, FPG II, FPG III, and Kuvare were organized and operated at a time
when Access Holdings operated as a fundless sponsor (i.e., Access Holdings identified
and evaluated single acquisition targets before having committed capital in place to
complete a particular deal, and then sought out the necessary capital to acquire the
targeted operating entities on a deal-by-deal basis).
The Funds, and any future private equity funds that will be managed by the
Adviser, are, and will be, private investment vehicles that invest through negotiated
transactions in operating entities, generally referred to herein as “portfolio companies.”
Access Holdings’ 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. From
time to time, where such investments consist of portfolio companies, the senior
principals or other personnel of the Adviser 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.
Access Holdings’ advisory services to the Funds are detailed in the applicable
private placement memoranda or other offering documents (each, a
“Memorandum”), investment management agreements, limited partnership or other
operating agreements or governing documents (each, a “Partnership Agreement”)
and are further described below under “Item 8. Methods of Analysis, Investment
Strategies and Risk of Loss.” Investors in the Funds participate in the overall
investment program for the applicable Fund; however, with respect to certain Funds,
investors may be excused from a particular investment due to legal, regulatory or
other agreed- upon circumstances pursuant to the applicable Partnership
Agreement. The Funds or the General Partners have entered 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 applicable Partnership Agreement with respect to
such investors.
Additionally, from time to time and as permitted by the applicable Partnership
Agreement, the Adviser expects to provide (or agree to provide) co-investment
opportunities (including the opportunity to participate in co-invest vehicles) to certain
investors or other persons, including other sponsors, market participants, finders,
consultants and other service providers, the Adviser’s personnel and/or certain other
persons associated with the Adviser and/or its affiliates (e.g., a vehicle formed by the
Adviser’s principals to co-invest alongside a particular Fund’s transactions). 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, from time to time, for strategic and other reasons, a co-investor
or co-invest vehicle may purchase 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). 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 the valuation of the investment. Where
appropriate, and in the Adviser’s sole discretion, the Adviser is authorized 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
from the relevant Fund for related costs. However, to the extent such amounts are not
so charged or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2023, the Adviser had approximately $2.9B in regulatory
assets under management on a discretionary basis. The Adviser is principally owned
by Kevin McAllister and an irrevocable trust that has been established for certain
estate planning purposes, for which Kevin McAllister serves as trustee.