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 February 2017.
The Adviser’s clients include P4G Capital Partners I, L.P., P4G Capital Partners I-A, L.P.,
P4G Capital Partners I-B, L.P., P4G Capital Partners I Co-Invest Fund, L.P. (each, a “Fund,” and
together with any future private investment fund to which the Adviser and/or its affiliates provide
investment advisory services, the “Funds”). The Adviser also manages special purpose vehicles
(together with any future special purpose vehicles to which the Adviser and/or its affiliates provide
investment advisory services, the “SPVs”). The SPVs are generally formed to hold a single
subsidiary portfolio company. UEI Topco, LLC is a SPV formed prior to the formation of the
Funds (the “Initial SPV”).
P4G Capital Associates, L.P. (together with any future affiliated general partners that may
be formed from time to time, the “General Partners”), P4G Acquisition SPV III, LLC (together
with any future SPV sponsors, each an “SPV Sponsor” and together with the General Partners,
the Adviser and their affiliated entities, “P4G”) are affiliated with the Adviser.
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 and SPVs are private equity funds and invest through negotiated transactions in
operating entities, generally referred to herein as “portfolio companies.” P4G’s investment
advisory services to the Funds and SPVs 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 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 and SPVs
have invested.
The advisory services to the Funds and SPVs are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements or governing documents of the Funds and SPVs (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 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, although SPV investors only
participate in the single investment made by each SPV; such arrangements generally do not and
will not create an adviser-client relationship between the Adviser and any investor. Investors in
the Funds and/or the SPVs are generally referred to herein as “Limited Partners.” The Funds and
SPVs 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, the Adviser expects to provide
(or agree to provide) 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 and other service providers, portfolio company
management or personnel, Adviser 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). The Adviser reserves the right to cause such co-
investors to make their investment through a co-invest SPV. 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 or SPV making the investment. However, for strategic and other
reasons, a co-investor or co-invest vehicle may purchase a portion of an investment from one or
more Funds or SPVs after such Funds or SPVs have consummated their investment in the portfolio
company (also known as a post-closing sell-down or transfer). Any such purchase from a Fund or
SPV 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 the Adviser’s sole discretion,
the Adviser 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 or SPV.
As of December 31, 2023, the Adviser managed approximately $397,728,571
in client
assets on a discretionary basis. The Adviser is wholly owned by P4GCM Holdings, LP, which is
ultimately owned, directly and indirectly, by Rachel E. Lehman.