For purposes of this Brochure, “ValStone,” “ValStone Partners,” or references to
“us,” “we,” or similar term means ValStone Partners VI, LLC, a Delaware limited
liability company, together with its affiliates, ValStone Partners V, LLC, a Delaware
limited liability company, and ValStone Healthcare Properties Fund Manager, LLC, a
Delaware limited liability company.
ValStone Partners is a private investment firm with offices in Birmingham,
Michigan and Baltimore, Maryland. Among other things, ValStone Partners coordinates
the activities of its sponsored private investment funds (sometimes referred to herein as
the “ValStone Funds” or “Funds”) through which ValStone Partners makes investments
on behalf of its investors and itself. The ValStone Funds are not required to register as
investment companies under the Investment Company Act of 1940 (the “Investment
Company Act”) pursuant to exemptions from registration provided by Section 3(c)(1)
and/or Section 3(c)(7) of the Investment Company Act (i.e., a private investment fund).
Background
ValStone Partners, LLC, an affiliate of ValStone Partners VI, LLC, ValStone
Partners V, LLC, and ValStone Healthcare Properties Fund Manager, LLC, commenced
business in 1999 by combining the professional resources of GC Timmis & Company, a
Birmingham, Michigan company controlled by Gerald C. Timmis III, which operated as
a broker-dealer member of the NASD from 1993 to 2005, and Carnegie Morgan Partners,
a Baltimore, Maryland company controlled by Larry E. Jennings, Jr., which operated as a
financial advisory firm to state and local governments and their agencies and non-profit
organizations from 1994 to 2003. ValStone Partners V, LLC commenced business in
2011, ValStone Partners VI, LLC commenced business in 2016, and ValStone Healthcare
Properties Fund Manager, LLC commenced business in 2018.
As of January 1, 2024, ValStone Partners (i.e., each entity described above) is
wholly owned by ValStone Partners Holdings, LLC. ValStone Partners Holdings, LLC is
owned by Gerald C. Timmis III, Larry E. Jennings, Jr., Tartan5000 LLC (which is owned
by Larry E. Jennings, Jr.), Tiger8000 LLC (which is owned by Katherine V. Jennings
(Mr. Jennings’ spouse)), and Eric R. Abel and Deborah Abel as tenants by the entireties,
with Gerald C. Timmis III owning 25% or more of ValStone Partners Holdings, LLC.
We are managed by Mr. Timmis and Mr. Jennings, who serve as the co-managers
of ValStone Partners. Our investment committee is comprised of Messrs. Timmis and
Jennings and our other principal, Mr. Abel (in this Brochure, we sometimes refer to
Messrs. Timmis, Jennings and Abel as our “Principals”).
Advisory Services
ValStone Partners VI, LLC, ValStone Partners V, LLC, and ValStone Healthcare
Properties Fund Manager, LLC are special purpose vehicles under common control with
one another formed for the purpose of serving as the manager and investment advisor of
specific ValStone Funds. ValStone Partners V, LLC and ValStone Healthcare Properties
Fund Manager, LLC are subject to ValStone Partners VI, LLC’s supervision and control
and, like ValStone Partners VI, LLC, are subject to the Investment Advisers Act of 1940
(the “Advisers Act”) and the rules promulgated thereunder, and to examination by the
SEC.
ValStone manages the Funds in accordance with the investment strategy and
relevant terms set forth in the operating agreement or limited partnership agreement
and/or offering memorandum of each Fund. As of December 31, 2023, all of our Funds
are being wound down (investments being sold but new investments not being purchased
unless protective of an existing investment and permitted by the terms of a Fund’s
operating agreement or limited partnership agreement), and any discussion in this
Brochure regarding prospective investments relates to any new private investment fund
that we sponsor in the future. Also, while we are not prohibited from having non-private
investment fund clients, it is not a focus of our business and we had no such clients
during 2023 or (to date) during 2024.
As of December 31, 2023, we managed client assets of approximately
$753,783,758. This includes real estate owned and commitments to our private
investment fund clients. We manage 100% of such client assets on a discretionary basis,
where we have the authority to decide which securities and other assets to purchase and
sell for our clients.
ValStone directs and manages the investment of the Funds’ assets. Investment
advice is provided directly to the Funds and not individually to the investors in the Funds.
As investment adviser, we (i) provide investment advice to our private investment funds,
including, but not limited to, determining the composition of the portfolio of investments
of each of our private investment funds, the nature and timing of the changes therein, and
the manner of implementing such changes; (ii) source investments for our private
investment funds (which includes, without limitation, interacting with sellers, brokers,
finders, and other intermediaries and travel related thereto); (iii) conduct and oversee
investment due diligence (which includes, without limitation, research, financial analysis,
and retaining third-party experts and coordinating their activities and evaluating their
findings); (iv) establish the terms of the purchase and sale of investments and loan
workout resolutions; (v) retain the services of service providers, which includes affiliates,
and evaluate, manage, and direct the activities and reports provided by such service
providers; (vi) monitor and oversee regulatory and tax law compliance for our private
investment funds; (vii) monitor and oversee our private investment funds’ reporting to
investors pursuant to each private investment fund’s operating agreement or limited
partnership agreement, and to regulators pursuant to applicable law; (viii) prepare for and
respond to regulatory inquiries related to our private investment funds; and (ix) monitor
and oversee the financial and operational performance of the assets of our private
investment funds.
See Item 10 for more information regarding ValStone’s advisory services
provided to the Funds.