Valeas Capital Partners Management LP, a Delaware limited partnership 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. Valeas
commenced operations in 2021.
Valeas currently advises six clients, Valeas Capital Partners Fund I LP and Valeas Capital
Partners Fund I-A LP (the “Fund”, together with any additional pooled investment vehicles that
Valeas intends to sponsor in the future, the “Funds”), and four co-invest vehicles (Sherman
Opportunity LP, Sherman Opportunity-A LP, Sherman Opportunity-B LP, and CinQ Opportunity
LP). Valeas Capital Partners Fund I GP LP, a Delaware limited partnership (the “General
Partner,” and together with any future affiliated general partner entities, the “General Partners”)
is subject to the Advisers Act pursuant to Valeas’ registration in accordance with SEC guidance.
This Brochure also describes the business practices of the General Partner, which operate as a
single advisory business together with Valeas.
The Fund is a private equity Fund and invests through negotiated transactions in operating
entities, generally referred to herein as “portfolio investments.” Valeas’ investment advisory
services to the Fund 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
investments, the senior principals or other personnel of Valeas or its affiliates generally serve on
such portfolio investments’ respective boards of directors or otherwise act to influence control
over management of portfolio investments in which the Fund has invested.
Valeas’ advisory services to the Fund are detailed in the private placement memorandum
or other offering documents (the “Memorandum”), partnership agreement of the Fund (the
“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 Fund 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; for the
avoidance of doubt, such arrangements generally do not and will not create an adviser-client
relationship between Valeas and any investor. The Fund or the General Partner is expected to enter
into side letters or other similar agreements (“Side Letters”) with certain investors that have the
effect of establishing rights under, or altering or supplementing the terms (including economic or
other terms) of, the Governing Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, Valeas 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, Operating Partner and other service providers, portfolio
company management or personnel, strategic partners, Valeas’ personnel and/or certain other
persons associated with Valeas and/or its affiliates, in each case on terms to be determined by
Valeas in its sole discretion. Such co-investments typically involve investment and disposal of
interests in the applicable portfolio investment at the same time and on the same terms as the Fund
making the investment. However, for strategic or other reasons, it is possible that a co-investor or
co-invest vehicle will purchase a portion of an investment from one or more Funds after such
Funds have consummated their investment in the portfolio (also known as a post-closing sell-down
or transfer), which generally will have been funded through Fund investor capital contributions
and/or use of a Fund credit facility. Any such purchase from a Fund by a co-investor or co-invest
vehicle is generally expected to occur 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 Valeas’ sole discretion, Valeas reserves the
right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise
equitable 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.
As of February 29, 2024, the Adviser managed $807,375,386 in client assets on a
discretionary basis. Valeas is principally owned by Robert Little.