Crest Rock Management Company LP (“Crest Rock” or the “Company”) is an investment advisory firm
based in Denver, Colorado, that was founded in 2019 by Steve Johnson and Jeff Carnes to manage
private equity investments primarily in the software and technology sectors. The Company is
organized as a Delaware limited partnership. The principal owners of Crest Rock are Steve Johnson
and Jeff Carnes.
Crest Rock sponsors and manages private equity funds that focus on investments primarily in the
software and technology sectors (together with any related parallel funds, alternative investment
vehicles, and Executive Funds (defined below), the “Funds”). It is anticipated that Crest Rock will also
sponsor and manage other investment vehicles (“Co-Investment Vehicles”) that will offer investors
opportunities to co-invest alongside the Funds in software and technology investment opportunities.
Crest Rock also sponsors and manages other private investment funds formed to allow certain
principals, employees and operating professionals of Crest Rock and its affiliates, as well as certain
other persons, to invest in certain portfolio investments made by a Fund, as applicable (collectively,
the “Executive Funds”).
Crest Rock currently manages three Funds: Crest Rock Fund I-A LP (“Fund I-A”), Crest Rock Fund I-
B LP (“Fund I-B”), and one Executive Fund, Crest Rock Fund I-Executive LP (“Fund I-Executive”).
Funds I-A and I-B have some related ownership in their limited partners and are collectively,
including the Fund I-Executive, managed on a pro-rata basis.
Each Fund is exempt from registration under the Investment Company Act of 1940, and the offering
of interests in each Fund is conducted through a “private offering” that is exempt from registration
under the Securities Act of 1933. Responsibility for managing each Fund, including all day-to-day
operations and investment activities, has been delegated to the Company by the Funds’ general
partner (“General Partner”), which is an affiliate of Crest Rock.
Crest 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. Investments are made predominantly
in non-public companies, although investments in public companies are permitted in certain
instances. From time to time, the senior principals or other personnel of Crest Rock serve on the
boards of directors (or other governing bodies) of such portfolio companies held by the Funds or
otherwise act to influence control over management of portfolio companies in which the Funds have
invested. If Crest Rock or its personnel receive board fees as a result of board of director positions at
portfolio companies, such fees will be subject to the management fee offset provisions as set forth in
the Funds’ Governing Documents (as defined below).
As the investment adviser to the Funds, Crest Rock invests each Fund’s assets pursuant to an
investment advisory agreement that the Fund enters into with Crest Rock, and in accordance with
the Fund’s limited partnership agreement, private placement memorandum, side letters and other
governing documents (the “Fund Governing Documents”). Crest Rock conducts its investment
advisory activities so as to comply with the investment objective, guidelines and restrictions set forth
in each Fund’s Governing Documents, as the same may be amended from time to time. However,
Crest Rock does not tailor its investment activities on behalf of a Fund to the needs of any individual
investor in a Fund.
Each Fund enters into side letters or other similar agreements with certain investors in the Fund that
have the effect of establishing rights under, supplementing or altering the Fund’s Governing
Documents. Such alterations could be regarding economic terms, fee structures, excuse rights,
information rights, co-investment rights (including the provision of priority allocation rights to
investors who have capital commitments in excess of certain thresholds to one or more Funds), or
transfer rights. The existence and terms of these side letters are not generally disclosed to other
investors in the Fund.
As of the date of December 31, 2023, Crest Rock has $563,143,343 in regulatory assets under
management.