Founded in 2005, Edwards Capital, LLC d/b/a Flexpoint Ford, LLC (together with its fund general
partners and any applicable affiliates (unless otherwise specified), “Flexpoint” or the “Firm”), is an
investment management firm specializing in private investments in financial services and healthcare.
Flexpoint’s primary places of business are in Chicago, IL and New York, NY.
Flexpoint serves as the investment manager for the following private funds:
• Flexpoint Fund II, L.P. (“Fund II”); Flexpoint Fund III, L.P. (“Fund III”); Flexpoint Fund
IV-A, L.P. and Flexpoint Fund IV-B, L.P. (the “Fund IV Main Funds”); Flexpoint Overage
Fund IV-A, L.P. and Flexpoint Overage Fund IV-B, L.P. (the “Fund IV Overage Funds” and
collectively with the Fund IV Main Funds unless the context otherwise requires, “Fund IV”);
Flexpoint Fund V-A, L.P. and Flexpoint Fund V-B, L.P. (the “Fund V Main Funds”);
Flexpoint Overage Fund V-A, L.P. and Flexpoint Overage Fund V-B, L.P. (the “Fund V
Overage Funds” and collectively with the Fund V Main Funds unless the context otherwise
requires, “Fund V”);
o Fund II, Fund III, Fund IV Main Fund and Fund V Main Fund are together the “Main
Funds”, unless the context requires otherwise.
o Overage Fund IV and Overage Fund V are together the “Overage Funds”, unless the
context requires otherwise.
• Flexpoint Special Assets Fund, L.P. (“Asset Fund I”), Flexpoint Asset Opportunity Fund II-
A, L.P. and Flexpoint Asset Opportunity Fund II-B, L.P. (together “Asset Fund II” and,
collectively with Asset Fund I, the “Asset Funds”);
• Flexpoint Fund II (Cayman), L.P., Flexpoint Fund III AIV (Cayman), L.P., Flexpoint Fund
III AIV (B), L.P. and Flexpoint Special Assets Fund AIV (Cayman), L.P. (together the
“Alternative Investment Vehicles”); and
• Flexpoint PPH Aggregator, LLC and Flexpoint CIF Holdings, L.P. (the “Co-Investment
Funds”)
Each Main Fund, Overage Fund, Asset Fund, Alternative Investment Vehicle and Co-Investment
Fund are referred to throughout this Brochure as a “Fund”, and collectively the “Funds”.
In certain limited 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 Flexpoint.
Each Fund is managed by a general partner (each a “General Partner” and collectively, the “General
Partners”), which has the authority to make investment decisions on behalf of such Fund. Each of
the General Partners is deemed registered under the Investment Advisers Act of 1940, as amended
(the “Advisers Act”), pursuant to Flexpoint’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, Flexpoint or an affiliate has been designated the role of
investment adviser. For more information about the Funds and General Partners, please see
Flexpoint’s Form ADV Part 1, Schedule D, Sections 7.A. and 7.B.(1).
Each of Flexpoint’s Funds have specific investment mandates as further detailed in each Fund’s
Governing Documents (as defined below). The Main Funds are focused on privately negotiated equity
investments in financial services and healthcare companies and make primarily long-term private
equity and equity-related investments. The Asset Funds are focused on privately negotiated
investments in financial assets, either directly by acquisition or indirectly by funding investments
backed by such assets. The Alternative Investment Vehicles were organized to address specific tax,
legal, business, accounting and regulatory-related matters. The Fund IV Overage Funds and Fund V
Overage Funds were formed to invest alongside the Fund IV Main Funds and Fund V Main Funds,
respectively, on an “overage” basis and will only participate in a limited number of investments made
by the Fund IV Main Fund or Fund V Main Fund. The Co-Investment Funds were formed to permit
certain existing investors to invest in a portfolio company alongside an existing Main Fund or Asset
Fund.
Flexpoint provides investment advisory services as a private fund manager to its Funds. The Main
Funds invest through privately negotiated transactions in operating companies, generally referred to
as “portfolio companies”, in the healthcare
and financial services industry. Each portfolio company
has its own independent management team responsible for managing its day-to-day operations,
although for portfolio company investments where Flexpoint holds a majority position, the senior
principals or other personnel and/or third parties appointed by Flexpoint will generally serve on such
portfolio companies’ respective boards of directors or otherwise act to influence control over
management. In addition, in some cases, Flexpoint will more directly influence the day-to-day
management of the company by participating in the hiring of individuals such as chief executive
officer, chief operations officer, chief financial officer or in other senior roles. Flexpoint’s advisory
services for all Funds consist of investigating, identifying and evaluating investment opportunities,
structuring and negotiating the terms of investments, managing and monitoring investments and
achieving dispositions of such investments. While investments are made predominantly in nonpublic
companies, some of the investments held by the Funds are in public companies or in private
companies that go public while owned by a particular Fund.
Flexpoint provides investment advisory services to each Fund in accordance with the applicable
limited partnership agreement, limited liability company agreement, subscription agreement, private
placement memorandum, investment advisory agreement, and, if applicable, any side letters as well as
any analogous organizational or constituent documents of such Fund (collectively, the “Governing
Documents”) and investors determine the suitability of an investment in a Fund based on, among other
things, the Governing Documents.
Flexpoint does not tailor 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 as described in the Governing Documents of the applicable Fund. Investors 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 Governing Documents. In accordance with
industry common practice, Flexpoint has entered into side letters or similar agreements with certain
investors including those who make substantial commitments of capital or who were early-stage
investors in the Funds, or for other reasons in the sole discretion of Flexpoint, in each case that have
the effect of establishing rights under, or altering or supplementing, a Fund’s Governing Documents
with respect to the applicable investor. Rights contained within agreed upon side letters include but
are not limited to notification provisions, reporting requirements, partnership indebtedness, disclosure
of confidential information, advisory board representation, indemnification provisions 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, Flexpoint 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 an 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.
Flexpoint does not participate in wrap fee programs.
As of December 31, 2023, Flexpoint managed approximately $8,096,782,115 of regulatory assets
under management, all of which are managed on a discretionary basis. The calculation of regulatory
assets under management includes remaining commitments and duplicates certain assets in Co-
Investment Funds managed by Flexpoint, as such Co-Investment Funds are invested in by other
Flexpoint managed Funds. Without such duplication, Flexpoint regulatory assets under management,
including remaining commitments, are approximately $7,705,147,656.
Principal Owners
Flexpoint is ultimately owned by the Firm’s Chief Executive Officer, Donald J. Edwards through
entities under his control. For more information about Flexpoint’s owners and executive officers, see
Flexpoint’s Form ADV Part 1, Schedule A.