Windjammer Capital Investors is a private investment management firm, including several
investment advisory entities and other organizations affiliated with Windjammer Management
(collectively, “Windjammer Capital Investors”), that manages private fund assets. Windjammer
Capital Investors commenced operations in October 1990.
Windjammer Management, a Delaware limited partnership and a registered investment
adviser, together with its affiliated investment advisers, provides investment advisory services to
investment funds privately offered in the United States and elsewhere. Windjammer Management
commenced operations in November 2011.
Windjammer Management’s clients include the following (each, together with related
feeder, co-investment or parallel investment vehicles, a “Fund,” and, collectively, together with
any future private investment funds to which Windjammer Management and/or its affiliates
provide investment advisory services, the “Funds”):
• Windjammer Mezzanine & Equity Fund II, L.P. (“Fund II”);
• Windjammer Senior Equity Fund IV, L.P. and Windjammer Senior Equity Fund IV
Feeder, L.P. (together, “Fund IV”);
• Windjammer Senior Equity Fund V, L.P. and Windjammer Senior Equity Fund V
Feeder, L.P. (together, “Fund V”);
• Windjammer Capital Fund VI, L.P. and Windjammer Capital Fund VI Feeder, L.P.
(together, “Fund VI”);
• Windjammer VRC Investors, L.P. (“VRC Investors”); and
• Windjammer Executive Fund VI, L.P. (“Executive Fund VI”).
The following are the general partner entities affiliated with Windjammer Management:
• Windjammer Capital Partners, LLC (“WCP”);
• Windjammer Capital Investors, LLC (“WCI”);
• Windjammer Capital Investors IV, L.P. (“WCI IV”);
• Windjammer Capital Investors V, L.P. (“WCI V”);
• Windjammer Capital Investors VI, L.P.(“WCI VI”);
• Windjammer VRC Investors GP, L.P. (“VRC GP”); and
• Windjammer Executive Fund VI GP, L.P. (“Executive Fund VI GP,” and together
with WCP, WCI, WCI IV, WCI V, WCI VI and VRC GP, each, a “General Partner”,
and collectively, together with any future affiliated general partner entities, the
“General Partners,” and the General Partners, together with Windjammer
Management, the “Advisers”).
Each other General Partner is subject to the Advisers Act pursuant to and in reliance upon
Windjammer Management’s registration in accordance with SEC guidance. This Brochure also
describes the business practices of the Advisers, which collectively operate as a single advisory
business.
In their respective capacities as the management company or General Partner, as
applicable, of the relevant Fund, the Advisers have the authority to manage the business and affairs
of such Fund. The Funds are private equity funds and invest primarily through negotiated
transactions in operating entities generally referred to herein as “portfolio companies.” The
Advisers’ investment advisory services to their respective Funds consist of identifying and
evaluating investment opportunities, negotiating the terms of investments, managing and
monitoring investments and achieving dispositions for such investments. Investments are made
predominantly in non-public companies, although investments in public companies are permitted.
The senior principals or other personnel of Windjammer Management or its affiliates generally
serve on such portfolio companies’ respective boards of directors or otherwise influence the
management of portfolio companies held by a Fund.
The Advisers’ advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, limited partnership agreements or other operating agreements of the Funds (each, a
“Partnership
Agreement” and, together with any relevant Memorandum, the “Governing
Documents”) and are further described below under “Methods of Analysis, Investment Strategies
and Risk of Loss.” In performing investment advisory services for the Funds, the General Partners
have retained Windjammer Management to provide advisory personnel and services. Investors in
the Funds (generally referred to herein as “investors” or “limited partners”) 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
Governing Documents; such arrangements generally do not and will not create an adviser-client
relationship between the Advisers and any investor. The Funds and the General Partners generally
enter into “side letters” or other similar arrangements (“Side Letters”) with certain investors that
have the effect of establishing rights (including economic or other material rights) under, or
altering or supplementing the terms of, the respective Funds’ Governing Documents with respect
to such investors.
Additionally, as permitted by the relevant Governing Documents, the Advisers expect to
provide (or agree to provide) co-investment opportunities (including the opportunity to participate
in co-investment vehicles) to certain current or prospective investors or other persons, including
other sponsors, market participants, finders, Strategic Consultants (as defined below), other
consultants and other service providers, portfolio company management or personnel, the
Advisers’ principals, personnel and/or certain other persons associated with the Advisers and/or
its affiliates. Such co-investments typically 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, subject to certain exceptions set forth in the relevant Governing Documents of such
Fund. However, for strategic and/or other reasons, a co-investor or co-invest vehicle (including a
co-investing Fund) purchases a portion of an 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 use of a Fund credit facility. Any such purchase from a Fund by a co-investor
(or co-invest vehicle) generally occurs shortly after the Fund’s completion of the investment to
avoid any changes in valuation of the investment, but in certain instances could be well after the
Fund’s initial purchase. Where appropriate, and in the Advisers’ sole discretion, the Advisers
reserve the right to charge interest and/or fees on the purchase to the co-investor or co-invest
vehicle (or otherwise equitably to adjust the purchase price under certain conditions) to
compensate the relevant Fund for the holding period, and to seek reimbursement to the relevant
Fund for related costs. However, to the extent any such amounts are not so charged or reimbursed
(including charges or reimbursements required pursuant to applicable law), they generally will be
borne by the relevant fund.
As of December 31, 2023 Windjammer Management and its affiliates managed
approximately $3,731,763,830 in client assets on a discretionary basis. Windjammer Management
is principally owned and managed by Costa Littas, Gregory Bondick and Jeffrey Miehe through
WCP. Messrs. Bondick and Miehe also serve on the management committee that oversees WCI
VI. Messrs. Littas, Bondick and Miehe serve on the management committee that oversees WCI V
and VRC GP. Robert Bartholomew and Costa Littas serve on the management committee that
oversees WCI and WCI IV.