Hammond, Kennedy, Whitney & Company, Inc. (“HKW Company”), a New York
corporation 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. HKW Company commenced operations in 1903.
HKW’s clients include the following (each, a “Fund,” and together with any future private
investment fund to which HKW or its affiliates provide investment advisory services, the
“Funds”):
HKW Capital Partners IV, L.P.
HKW Capital Partners IV-A, L.P.
HKW Capital Partners IV-B, L.P.
HKW Capital Partners V, L.P.
HKW Capital Partners V-A, L.P. (together with HKW Capital Partners V, L.P.,
“Fund V”)
The following registered investment advisers are affiliated with HKW Company:
HKW Management IV, L.P.
HKW Management V, L.P.
(each, a “General Partner,” and together with HKW Company and their affiliated entities,
“HKW”).
Each General Partner is registered under the Advisers Act pursuant to HKW Company’s
registration in accordance with SEC guidance. This Brochure also describes the business practices
of the General Partners, which operate as a single advisory business together with HKW Company.
The Funds are private equity funds and invest through negotiated transactions directly and
indirectly in operating entities, generally referred to herein as “portfolio companies.” HKW’s
investment advisory services to the Funds include 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. One or more partners at
HKW (the “partner” title at HKW refers to the firm’s executive-level personnel), other personnel
of HKW or its affiliates, or other persons designated by HKW generally serve on such portfolio
companies’ respective boards of directors (or similar governing bodies) or otherwise act to
influence control over management of portfolio companies in which the Funds have invested.
HKW’s advisory services for the Funds are detailed in the applicable private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, limited partnership or other operating agreements or governing documents (each, a
“Partnership Agreement”) and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” Limited partners in the Funds 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
relevant Partnership Agreement(s); for the avoidance of doubt, such arrangements generally do
not and will not create an adviser-client relationship between HKW and any investor. The Funds
or the General Partners have entered into side letters or other similar agreements (“Side Letters”)
with certain limited partners that have the effect of establishing rights (including economic or other
terms) under, or altering or supplementing the terms of, the relevant Partnership Agreement with
respect to such limited partners.
Additionally, from time to time and as permitted by the relevant Partnership Agreement,
HKW expects to provide (or agrees to provide) co-investment opportunities (including the
opportunity to participate in co-investment vehicles) to certain limited partners or other persons,
including other sponsors, market participants, finders, consultants and other service providers,
selling equity owners or current or former management team members of an acquired portfolio
company and/or certain other persons associated with HKW and/or its affiliates. Such co-
investments typically are expected to 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.
However, from time to time, for strategic and other reasons, a co-investor or co-investment vehicle
purchases a portion of an investment (generally, at a price based on the cost of such 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 the use of a Fund credit facility. Any
such purchase from a Fund by a co-investor or co-investment vehicle generally occurs shortly after
the Fund’s completion of the investment to avoid any changes in valuation of the investment,
although purchases may be made after a period of time has elapsed after the initial investment in
certain circumstances, and the co-investor or co-investment vehicle typically is not charged interest
on the purchase to compensate the relevant Fund for the holding period. Accordingly, such holding
costs generally are borne by the relevant Fund.
As of December 31, 2023, HKW managed $623,253,558 in client assets on a discretionary
basis. HKW is managed by four individual partners who are investment professionals of the firm:
Ted H. Kramer, Michael A. Foisy, James C. Snyder, and Kent W. Robinson.