A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
McCarthy Partners Management, LLC, together with its fund general partners and affiliates, unless
the context otherwise requires (“MPM” or the “Firm”), a Delaware limited liability company, is a
private equity firm based in Omaha, Nebraska, with a satellite office in Wellesley, Massachusetts.
Founded in 1999 as McCarthy Capital Corporation with the initial mandate to invest in private and
public companies in the lower middle market, MPM and its affiliates provide discretionary investment
advisory services to their clients, which consist of private investment funds. MPM also acts as the
investment adviser to private funds previously advised by the former McCarthy Capital Corporation.
Since formation, MPM has evolved its core strategy to make control and substantial minority
investments in lower-middle market private companies in a mix of growth equity, recapitalizations,
management buyouts and real estate investments. The Firm is typically the first institutional capital
in its underlying portfolio companies, which presents its private fund clients with the ability to effect
change and to implement value-add growth initiatives, creating opportunities to create scale. MPM’s
private funds grow underlying businesses in partnership with management teams, pursuing a variety
of proprietary strategies as they seek to create long-term growth and value.
MPM serves as the investment adviser for, and provides discretionary investment advisory services to,
private funds (the “Funds”) which are exempt from registration under the Investment Company Act
of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment
Company Act”). MPM also provides discretionary investment advisory services to co-investment
special purpose funds established to invest alongside a fund in a single portfolio company (each, a
“Co-Investment Fund” and collectively with the Funds, the “Funds” unless the context otherwise
requires). In addition, in certain circumstances, as more fully described in Item 7 below, the Firm
permits certain investors and third parties to co-invest alongside a Fund directly into a portfolio
company. Unlike the Co-Investment Funds mentioned above, such direct co-investments are not
considered Funds or clients of MPM. In addition, MPM has established certain investment vehicles
through which certain current and former employees, members, officers, advisors, portfolio company
executives, independent contractors or persons close to the Firm invest alongside one or more main
Fund in an investment opportunity. For more information about the MPM Funds, please see the
Firm’s Form ADV Part 1, Schedule D, Section 7.B.(1), Private Fund Reporting.
Most Funds are affiliated with a general partner with the authority to make investment decisions on
behalf of the Fund (the “General Partner”, and collectively the “General Partners”). These General
Partners are deemed registered under the Investment Advisers Act of 1940, as amended (the “Advisers
Act”) pursuant to MPM’s registration in accordance with SEC guidance. The applicable General
Partner of each Fund retains investment discretion and investors in the Funds do not participate in
the control or management of the Funds. While the General Partners maintain ultimate authority
over the respective Funds, MPM has been delegated the role of investment adviser. For the Funds
where there is no general partner, MPM or an affiliate serves the role of general partner and has
similarly been delegated the role of investment manager. For more information about the General
Partners and affiliates, please see the Firm’s Form ADV Part 1, Schedule D, Section 7.A., Financial
Industry Affiliations.
Principal Owners/Ownership Structure
MPM is owned by MCP Management Corporation, which is fully owned by members of the
investment team. For more information about MPM’s owners and executive officers, see MPM’s
Form ADV Part 1, Schedules A and B.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
MPM provides investment advisory and management services as a private equity fund manager to its
Funds. Certain Funds invest through privately negotiated transactions in operating companies,
generally referred to as “portfolio companies.” Each portfolio company has its own independent
management team responsible for managing its day-to-day operations, although
the senior principals
or other personnel and/or affiliates of MPM will generally serve on such portfolio companies’
respective boards of directors or otherwise act to influence control over management of portfolio
companies held by the Funds. In addition, in some cases, MPM will more directly influence the day-
to-day management of the company by assisting with the hiring of certain individuals in various
leadership roles, such as chief executive officer, chief operating officer, chief financial officer or in
other roles. MPM’s investment advisory services for the Funds consist of identifying and evaluating
investment opportunities, negotiating the terms of investment, managing and monitoring investments
and achieving dispositions of such investments. Investments are made predominantly in non-public
companies, although in infrequent circumstances, a Fund is permitted to invest in public companies.
Specifically, on occasion, MPM has invested in public companies, an MPM portfolio company has
gone public through an initial public offering or a MPM portfolio company has gone public through
a merger with a special purpose acquisition company.
Other Funds invest in real estate or real estate related assets across various asset classes. Real estate
investments are frequently made with a joint partner, operator and/or developer. For purposes of
this Brochure, references to “portfolio company” refers to all investments, unless the context
otherwise requires.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
MPM does not customize its advisory services to the individual needs of investors in its Funds; the
Firm’s investment advice and authority for each Fund is tailored to the investment objectives of that
Fund. These investment objectives are described in and governed by the offering memorandum,
limited partnership agreement or operating agreement, subscription documents, side letter agreements
and other governing documents of the relevant Fund, including without limitation, management or
advisory agreements (collectively, “Governing Documents”) and investors determine the suitability of
an investment in a Fund based on, among other things, the Governing Documents. The Firm does
not vary its advice from the terms of the Governing Documents, nor does it seek or require investor
approval regarding each investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letters agreements. Investors in the Funds participate in the overall
investment program for the applicable Fund and generally cannot be excused from a particular
investment except pursuant to the terms of the applicable Governing Documents. In accordance with
industry common practice, MPM has entered into side letters or similar agreements with certain
investors including those who make substantial commitments of capital or were early-stage investors
in the Funds, or for other reasons in the sole discretion of MPM, in each case that have the effect of
establishing rights under, or altering or supplementing, a Fund’s Governing Documents. Examples
of side letter rights entered into include notification provisions, advisory board representation,
reporting requirements and “most favored nations” provisions, among others. These rights, benefits
or privileges are not always made available to all investors, consistent with the Governing Documents
and general market practice. Commencing in September 2024, MPM will make required disclosure of
certain side letters to all investors (and in certain cases, to prospective investors) in accordance with
the new Private Fund Rule. Side letters are negotiated at the time of the relevant investor’s capital
commitment, and once invested in a Fund, investors generally cannot impose additional investment
guidelines or restrictions on such Fund. There can be no assurance that the side letter rights granted
to one or more investors will not in certain cases disadvantage other investors,
D. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and how you
manage other accounts, and (2) explain that you receive a portion of the wrap fee for your
services.
MPM does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on a
discretionary basis and the amount of client assets you manage on a non-discretionary basis.
Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, MPM managed regulatory assets under management of approximately
$4.030 billion, all on a discretionary basis.