A. Describe your advisory firm, including how long you have been in business.
Identify your principal owner(s).
Beecken Petty O’Keefe & Company, LLC d/b/a BPOC (together with its fund general partners,
“BPOC” or the “Firm”), a Delaware limited liability company, is a healthcare focused private equity
firm based in Chicago, Illinois. Founded in 1996 (as Beecken Petty & Company) to invest in
middle-market buy-out transactions, recapitalizations and growth platforms in the healthcare
industry, BPOC and its affiliates provide discretionary investment advisory services to their clients,
which consist of private equity investment funds.
BPOC has significant operating and investment experience in the healthcare industry. The Firm
is comprised of seasoned operating and financial executives with decades of experience in
providing operating and financial support to growing companies. BPOC prides itself on
maintaining a collaborative relationship among all of its partners and portfolio company
executives, ensuring all portfolio companies access to the full range of the Firm’s experience and
intellectual resources. BPOC has access to and leverages the investment expertise of a
dedicated group of operating executives and functional experts, including its Operating Partners
(“Operating Partners”). The Operating Partners have deep operating and management expertise
in specific sectors of Firm interest and work with BPOC within the middle market healthcare
industry to assist in executive mentoring, acquisition integration, human capital development and
strategic planning while often serving as lead directors or executive chairs at the BPOC portfolio
companies.
BPOC serves as the investment adviser for and provides discretionary investment advisory
services to private funds exempt from registration under the Investment Company of 1940 (the
“Investment Company Act”) (each a “Fund”, and collectively the “Funds”). In addition, in certain
circumstances, as more fully described in Item 7 below, the Firm permits certain limited partners
and third parties to co-invest alongside a Fund directly into a portfolio company. Such direct co-
investments are not considered Funds or clients of BPOC.
Each Fund is affiliated with a general partner with the authority to make investment decisions on
behalf of the Fund (each a “General Partner”, and collectively the “General Partners”). These
General Partners are deemed to be registered under the Investment Advisers Act of 1940 (the
“Advisers Act”) pursuant to BPOC’s registration in accordance with SEC guidance. The
applicable General Partner of each Fund retains investment discretion and limited partners 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, BPOC has been delegated the role of
investment adviser. For more information about the BPOC Funds and General Partners, please
see the Firm’s Form ADV Part 1, Schedule D, Section 7.A, Financial Industry Affiliations, and
Section 7.B.(1), Private Fund Reporting.
BPOC is owned by Managing Partner Gregory A. Moerschel. For more information about BPOC’s
owners and executive officers, see BPOC’s Form ADV Part 1, Schedule A.
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.
BPOC provides investment advisory services as a private equity fund manager to its Funds. The
Funds invest through privately negotiated transactions in operating companies, generally referred
to as “portfolio companies”, in the healthcare industry. Each portfolio company has its own
independent management team responsible for managing its day-to-day operations, although the
senior principals or other personnel of BPOC, including Operating Partners appointed by BPOC,
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, BPOC will more directly influence the day-to-day management of the company by
recruiting and installing certain individuals in various leadership roles, such as chief executive
officer, chief operating officer, chief financial officer or other roles. BPOC’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 of
such investments. Investments are made predominantly in non-public companies, although
investments in public companies are permitted in certain instances.
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.
BPOC does not tailor its advisory services to the individual needs of limited partners in its Funds;
BPOC’s investment advice and authority for each Fund are tailored to the investment objectives
of that Fund. These objectives are described in and governed by the private placement
memorandum, limited partnership agreement, subscription documents, constituent documents,
investment advisory agreements, side letter agreements and other governing documents of the
relevant Fund (collectively, “Governing Documents”) and limited partners determine the suitability
of an investment in a Fund based on, among other things, the Governing Documents.
Limited partners cannot impose restrictions on investing in certain securities or types of securities
(except those itemized in the Governing Documents). Limited partners in 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, BPOC has entered into side letters or similar
agreements with certain limited partners including those who make substantial commitments of
capital, were early limited partners in the Funds or for other reasons in the sole discretion of
BPOC, 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 certain
expense arrangements, notification provisions, advisory board and observer seats, reporting
requirements and “most favored nations” provisions, among others. These rights, benefits or
privileges are not always made available to all limited partners, consistent with the Governing
Documents and general market practice. Commencing in September 2024, BPOC will make
required disclosure of certain side letters to all limited partners (and in certain cases, to
prospective limited partners) in accordance with the new Private Fund Rule. Side letters are
negotiated at the time of the relevant limited partner’s capital commitment and once invested in a
Fund, limited partners 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 limited
partners will not in certain cases disadvantage other limited partners.
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.
BPOC 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, BPOC managed approximately $1.635 billion in regulatory assets
under management, all on a discretionary basis. BPOC does not manage any assets on a non-
discretionary basis.