Norwest was organized in 2022 to manage the assets of privately offered pooled investment vehicles
and/or separately managed accounts (each, a “Client” and collectively, “Clients”). Timothy C.
DeVries, Brian Allingham and Anthony Armand are the direct and indirect owners of Norwest.
Norwest focuses on generating returns for its Clients across two strategies, Norwest Equity Partners
(“NEP”) and Norwest Mezzanine Partners (“NMP”). The NEP strategy seeks to invest on behalf of
Clients in the middle-market primarily as a control investor in later-stage companies with proven
business models, aiming to develop the companies for long-term success. The NMP strategy
primarily supports control transactions in later-stage companies with proven business models
through subordinated debt securities and equity investments in partnership with private equity
sponsors, including NEP.
Privately Offered Pooled Investment Vehicles
Norwest serves as investment adviser to privately offered pooled investment vehicles (collectively,
the “Funds”) formed as limited partnerships or limited liability companies (where Norwest or a
controlled affiliate is the general partner or managing member (collectively, the “General
Partners”)). The Funds are available only to investors who are “accredited investors” under the
Securities Act of 1933, as amended (the “1933 Act”), and “qualified clients” under the Investment
Advisers Act of 1940, as amended (the “Advisers Act”). In most cases, investors must also be
“qualified purchasers” under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Funds’ interests are not available to the general public and the Funds are not registered
investment companies.
The Funds are closed-end funds, where each investor makes an up-front commitment to contribute
a stated amount of capital as it is called by Norwest (or a controlled affiliate) for investment and/or
expenses, and generally may not withdraw capital prior to the end of the stated multi-year term of
the relevant Fund.
The Funds are private equity funds and invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” Norwest’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. From time to time, where such investments consist of portfolio companies, the senior
principals or other personnel of Norwest or its affiliates generally serve on such portfolio
companies’ respective boards of directors and provide advisory services to the portfolio companies
in which the Funds have invested.
Norwest’s advisory services to the Funds are detailed in the relevant private placement memoranda
or other offering documents (each, a “Memorandum”), limited partnership or other operating
agreements of the Funds (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 (generally referred to
herein as “investors” or “limited partners”) 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 Norwest and any investor. The Funds or the General Partners generally enter
into side letters or other similar agreements (collectively, the “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, from time to time and as permitted by the Governing Documents, Norwest expects to
provide (or agrees 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, Norwest’s personnel
and/or certain other persons associated with Norwest and/or its affiliates. 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 making the investment even though there can be no
assurance that this will always be the case. For example, from time to time, for strategic and other
reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of
an investment from one or more Funds after such Funds have consummated their investment in the
portfolio company (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 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
Norwest’s sole discretion, Norwest 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
such amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund.
Separately Managed Accounts
In addition to managing the Funds described above, Norwest serves as investment adviser to
separately managed accounts for institutional Clients. Norwest may act in such a capacity under an
investment advisory agreement or as the manager of a single investor limited liability company or
limited partnership. These accounts will invest in the same strategies generally employed by one or
more Funds, but may have modified investment guidelines that are tailored to the individual
objectives of the Client.
As of December 31, 2023, Norwest managed $4,249,919,563 in client assets on a discretionary
basis.1
1 Please note that (i) this figure represents regulatory assets under management and is calculated based on available
estimated balances of the relevant funds as of 12/31/2023, and (ii) the final balances of the relevant funds may be
different from the estimates used for calculating regulatory assets under management for this filing.