CPC Management, LLC (“CPC Management” or the “Adviser”, “we”, “us” or “our”) is a limited
liability company organized, formed in April 2021, under the laws of Kansas. The principal owner of
the Adviser is CPC, LLC. While CPC, LLC is the principal owner of the Adviser, their voting rights
are limited to certain circumstances, as set forth in the documents mentioned below. The managers of
CPC Management are D. Patrick Curran, P. Wiley Curran, Harold M. Goss, Patrick F. Healy, Jared Poland,
Robert L. Smith, Jr., and Steven Swartzman (collectively, the “Managers”).
Our principal place of business is located in Kansas City, Missouri.
Our Advisory Services
CPC Management provides investment advice to CPC, LLC, a Kansas limited liability company
(“CPC” or “client”). CPC is a perpetual investment company that operates under the oversight and
control of a board of managers (the “Board of Managers” or “Board”). The Board is elected by certain
of the investors in CPC who hold shares entitled to vote for Board members. A majority of such shares
are held by investors affiliated with the Managers. The Board is thus comprised of members who are
affiliated with CPC Management, including certain Managers, and members who are not affiliated with
CPC Management. The Board is responsible for managing CPC’s operations including engaging an
investment manager to perform all investment management and certain administrative
responsibilities. The Board has outsourced the investment management and administration
responsibilities to CPC Management. The Board remains responsible for engaging CPC Management
and overseeing CPC Management’s performance. Transactions with CPC Management involving
conflicts of interest will require approval of a majority of the members of the Board who are
disinterested with respect to the conflicted matter.
Our investment management services to CPC are detailed in CPC’s private placement memorandum
(the “Memorandum”), the limited liability company agreement of CPC Management, and the limited
liability company agreement of CPC (collectively, the “Governing Documents”). CPC Management
provides full discretionary investment advisory, management, and administrative services to CPC
pursuant to the Governing Documents. CPC Management’s responsibilities include, without
limitation, the identification, negotiation, acquisition,
financing, repositioning, managing, structuring
and disposition of CPC’s investments, as well as services relating to the day-to-day administration of
CPC.
CPC’s investment objective is to purchase, grow and hold durable, capital efficient operating
businesses (each, a “Portfolio Company”). CPC expects to invest principally in privately negotiated,
control transactions through the acquisition of equity securities (or equity-oriented or debt securities
which offer equity-like returns) and will pursue a broad range of transaction types, including, without
limitation, management and leveraged buyouts, recapitalizations, corporate divestitures,
consolidations and roll-ups, spin-offs and carve-outs, and growth equity investments. CPC may
pursue non-control investments on an opportunistic basis.
CPC does not have specific diversification restrictions or requirements. However, CPC Management
expects to create a diversified portfolio of eight to ten investments over the initial five-year period.
Furthermore, CPC will not be invested in publicly traded securities unless CPC (a) made its initial
investment when the issuer was a private company, (b) may significantly influence the investee
company, or (c) acquired the securities in connection with a contemplated “going-private” transaction
or in a private investment in public equity transaction (“PIPEs”).
In conducting the investment activities of CPC, CPC Management will consider the investment
objective of CPC and not the investment objectives of any individual investor. Neither CPC nor CPC
Management will enter into any side letter or other agreement which provides for terms and conditions
more favorable to investors than those set forth in the Governing Documents unless such more
favorable terms are offered to all investors; however, CPC is permitted to enter into side letter
provisions with a particular investor that address the specific legal, tax, regulatory or policy
requirements of such Investor Member without the requirement that such provisions be addressed to
all investors.
CPC Management does not participate in wrap fee programs.
As of December 31, 2023, CPC Management has one client and managed approximately $454,190,189
of regulatory assets under management on a discretionary basis. The Adviser does not currently
manage any assets on a non-discretionary basis.