Sun Capital Advisors, a Delaware limited partnership, is a registered investment adviser
and the management company of the private investment firm commonly known as “Sun Capital
Partners” and provides, through affiliated entities, investment advisory services to several funds
privately offered to qualified investors in the United States and elsewhere with assets totaling
approximately $6.6 billion as of December 31, 2023. Sun Capital Partners, Inc. (“SCPI”), an
affiliate of Sun Capital Advisors, commenced operations in 1995.
The following are the affiliated investment advisers of Sun Capital Advisors (together with
Sun Capital Advisors, each, an “Adviser,” and collectively, the “Advisers”):
General Partners
• Sun Capital Advisors III, LP, a Cayman Islands exempted limited partnership
(“Sun Capital III”);
• Sun Capital Advisors IV, LP, a Cayman Islands exempted limited partnership
(“Sun Capital IV”);
• Sun Capital Advisors V, L.P., a Cayman Islands exempted limited partnership
(“Sun Capital V”);
• Sun Capital Advisors VI, L.P., a Cayman Islands exempted limited partnership
(“Sun Capital VI”);
• Sun Capital Advisors VII, L.P., a Cayman Islands exempted limited partnership
(“Sun Capital VII”);
• Sun Capital Advisors VIII, L.P., a Cayman Islands exempted limited partnership
(“Sun Capital VIII”);
• Sun Capital Securities Advisors, LP, a Cayman Islands exempted limited
partnership (“SCSA”); and
• Sun Capital Star Fund GP Advisors, L.P., a Delaware limited partnership (“Star
Fund GP”).
Investment Managers
• Sun Capital Securities Management, LP, a Cayman Islands exempted limited
partnership (“SCSM”);
• Sun Capital Advisors VII-AIFM, LLC, a Delaware limited liability company
(“SCA VII AIFM”);
• Sun Capital Advisors VIII-AIFM, LLC, a Delaware limited liability company
(“SCA VIII AIFM”);
• Sun Capital Star Fund Advisors AIFM, LLC, a Delaware limited liability company
(“Star Fund AIFM”); and
• Sun Capital Partners Star Fund Management, LLC, a Delaware limited liability
company (“Star Fund Management”).
Sun Capital Advisors’ clients include the following (together with any future private
investment fund to which Sun Capital Advisors or its affiliates provide investment advisory
services, each, a “Fund,” and collectively, the “Funds”):
• Sun Capital Partners III, LP, a Delaware limited partnership (“Fund III Non-QP”);
• Sun Capital Partners III QP, LP, a Delaware limited partnership (“Fund III QP,”
and together with Fund III Non-QP, “Fund III”);
• Sun Capital Partners IV, LP, a Delaware limited partnership (“Fund IV”);
• Sun Capital Partners V, L.P., a Cayman Islands exempted limited partnership
(“Fund V”);
• Sun Capital Partners VI, L.P., a Cayman Islands exempted limited partnership
(“Fund VI”);
• Sun Capital Partners VII, L.P., a Cayman Islands exempted limited partnership
(“Fund VII”);
• Sun Capital Partners VIII-A, L.P., a Cayman Islands exempted limited partnership
(“Fund VIII-A”);
• Sun Capital Partners VIII, L.P., a Cayman Islands exempted limited partnership
(together with Fund VIII-A, “Fund VIII,” and collectively with Fund III, Fund IV,
Fund V, Fund VI and Fund VII, the “LBO Funds”);
• Sun Capital Securities Fund, LP, a Delaware limited partnership (“Onshore
Fund”);
• Sun Capital Securities Offshore Fund, Ltd., a Cayman Islands exempted company
(“Offshore Fund” and, together with the Onshore Fund, the “Securities Funds”);
and
• Sun Capital Star Fund, L.P., a Delaware limited Partnership (“Star Fund”).
The advisory services of the Advisers are described in this Brochure. The general partner
entities listed above (each, a “General Partner,” and collectively, together with any future
affiliated general partner entities, the “General Partners”) each serve as general partner to one or
more Funds, and the investment managers listed above (collectively, the “Investment Managers”)
each serve as the investment manager to one or more of the Funds. Each General Partner and
Investment Manager is deemed registered under the Advisers Act pursuant to Sun Capital
Advisors’ registration in accordance with SEC guidance. The General Partners and Investment
Managers make arrangements for investment advisory and other services (including personnel)
from Sun Capital Advisors to fulfill their obligations to the Funds. The General Partners of the
LBO Funds are referred to herein as “LBO Fund General Partners.” Star Fund GP is the general
partner of Star Fund. References in this Brochure to the “Fund Advisor” mean the relevant
Adviser(s) arranging such services from Sun Capital Advisors and/or its affiliates and their
respective personnel on behalf
of the Funds.
The Funds are private investment funds and, with respect to the LBO Funds, generally
invest through negotiated transactions in holding companies that in turn own operating entities,
generally referred to herein as “portfolio companies.” Each portfolio company typically has its
own independent management team responsible for managing its day-to-day operations, and the
Advisers’ involvement is limited to the functions (e.g., board representation, consulting and
monitoring services, etc.) expressly set forth in this Brochure. Star Fund generally invests in non-
controlling, single-asset, third-party general partner-led secondary transactions and other
continuation or similar vehicles (the investments of the LBO Funds and Star Fund are collectively
referred to herein as “portfolio investments” or “investments”). Each Fund is a pooled
investment vehicle, and individual investors generally are not permitted to place limitations on a
Fund’s investments or restrict the Fund Advisor’s investment authority. See “Investment
Discretion.”
The Securities Funds were originally established to make investments in non-controlling
and, to a limited extent, controlling positions in both private and public debt and equity securities;
however, the Securities Funds are no longer making new platform investments, have a limited
number of remaining holdings and are in the process of winding down. Additionally, although
investments of the LBO Funds are made predominantly in non-public companies, investments in
certain public companies are permitted. The senior principals or other personnel of Sun Capital
Advisors or its affiliates are expected to serve on portfolio companies’ respective boards of
directors and provide business advisory and consulting services to, or otherwise act to influence
control of the management of, such portfolio companies. The Fund Advisor’s control of the
business and affairs of the Funds consists of identifying and evaluating investment opportunities,
negotiating the terms of investments, managing and monitoring investments and achieving
dispositions for such investments, each on a discretionary basis.
The Fund Advisor’s activities for the Funds are detailed in the relevant private placement
memorandum and limited partnership agreement, articles of association or other governing
document, as applicable (each such document, a “Fund Agreement”), and are further described
below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Limited partners or
shareholders, as applicable (generally referred to herein as “Investors” or “limited partners”), in
the Funds generally participate in the overall investment program of the applicable Fund, although
certain Investors in the Funds in certain circumstances are excused or otherwise excluded from
particular investments due to legal, regulatory or other agreed-upon circumstances pursuant to the
relevant Fund Agreement; such arrangements generally do not and will not create an adviser-client
relationship between Sun Capital Partners and any Investor. In addition to the Funds listed above,
(i) a Fund Advisor (MBMG Co-Investment Vehicle GP, LLC) serves as the General Partner of
MBMG Co-Investment Vehicle, L.P., a Delaware limited partnership, (ii) a Fund Advisor (WD
Co-Investment Vehicle GP, LLC) serves as the General Partner of WD Co-Investment Vehicle,
L.P., a Delaware limited partnership, (iii) a Fund Advisor (ASG Co-Investment Vehicle GP, LLC
) serves as the General Partner of ASG Co-Investment Vehicle, L.P., a Delaware limited
partnership, (iv) a Fund Advisor (TTSI Co-Investment Vehicle GP, LLC) serves as the General
Partner of TTSI Co-Investment Vehicle, L.P., a Delaware limited partnership, and (v) a Fund
Advisor (K3 Co-Investment Vehicle GP, LLC) serves as the General Partner of K3 Co-Investment
Vehicle, L.P., a Cayman Islands exempted limited partnership, in each case that was formed by
the Advisers to facilitate a co-investment in a single portfolio investment.
As of December 31, 2023, Sun Capital Advisors managed approximately $6.6 billion in
client assets on a discretionary basis. Sun Capital Advisors primarily is owned by the MJL Living
Trust and the RRK Living Trust, trusts established on behalf of Marc J. Leder and Rodger R.
Krouse, the co-founders of Sun Capital Partners and Co-CEOs of SCPI and Sun Capital Advisors.
Since inception, Marc J. Leder and Rodger R. Krouse have controlled Sun Capital Advisors and
its affiliates. Sun Capital Advisors also maintains an Executive Committee, consisting of the Co-
CEOs. All members of the Executive Committee, as well as senior managing directors Matthew
Garff and Paul Daccus, and managing director Raj Karanam, participate in management company
economics.