Generally
The Adviser, a Delaware limited liability company, was formed in April 1997 and
manages private equity funds.
Principal Owners
The investment activities of the Adviser are led by Mr. Stephen Berger, Mr. Brian
Kwait, Mr. William Hopkins, Mr. Jeffrey McKibben, Mr. Craig Staub, , and Mr. Dennis
Moore.
The Adviser is principally owned by Mr. Kwait and Mr. Hopkins and is also
owned by Mr. Berger, Mr. McKibben, and Mr. Staub.
Advisory Services
The Adviser provides investment advice to certain private equity Funds (the
“Funds”) with respect to their private equity investments. The investment strategy of the
Adviser is described in Item 8 below and set forth more fully in the private placement
memorandum (as supplemented or amended, the “Private Placement Memorandum”) of
each “Primary Fund” described below. The Adviser provides services to each Fund in
accordance with the limited partnership or similar governing agreement of such Fund
(each, a “Partnership Agreement”) and, where applicable, the management agreement
between the Adviser and such Fund (each, a “Management Agreement”). The Adviser’s
sole clients are the Funds. The Adviser’s investment advice to the Funds is limited to the
type of advice described in this Brochure.
Fund Structure
In connection with the structuring and marketing of a new Fund, the Adviser or its
affiliate forms a Primary Fund, the Partnership Agreement of which typically permits the
general partner of the Primary Fund to form one or more parallel funds to accommodate
the investment requirements of certain investors (each, a “Parallel Fund”). Any such
Parallel Fund generally will invest side-by-side with the Primary Fund in all portfolio
investments on the basis of available capital. In addition, the Partnership Agreement of a
Primary Fund typically allows the general partner of the Primary Fund to establish one or
more co-investment vehicles (each, a “Co-Investment Vehicle”) to facilitate investment by
certain investors in some or all of the investments made by the Primary Fund. The term
“Funds” as used herein includes Co-Investment Vehicles and Parallel Funds formed for
such purposes in addition to the Primary Funds. Co-Investment Vehicles and Parallel
Funds are generally structured as limited partnerships, limited liability companies or other
similar entities. When we refer to limited partners and general partners in this Brochure,
we are also referring to the equivalent investors and managers of such entities.
Each Fund is managed by the Adviser, which
investigates, analyzes, structures and
negotiates potential investments. The Adviser has general authority to recommend
investments to the Fund’s general partner, subject to the limitations set forth in the
Management Agreement and/or Partnership Agreement of such Fund. The management
and the conduct of the activities of each Fund remain the ultimate responsibility of such
Fund’s general partner. The general partner of each Fund is an affiliate of the Adviser.
Investment Restrictions
Each Partnership Agreement contains restrictions on investing in certain
securities or types of securities as well as other limitations. Such restrictions may, in
certain cases, be waived in accordance with the Partnership Agreement of a Primary
Fund or Parallel Fund with the consent of such Primary Fund’s advisory committee,
consisting of representatives of Limited Partners in such Fund who are not affiliated with
the Adviser.
The general partner of a Fund may enter into separate agreements, commonly
referred to as “side letters,” or other similar agreements with a particular Limited Partner in
connection with its admission to the Fund without the approval of any other Limited
Partner, which would have the effect of establishing rights under or supplementing the
terms of the applicable Fund’s Partnership Agreement with respect to such Limited Partner
in a manner more favorable to such Limited Partner than those applicable to other Limited
Partners. Such rights or terms in any such side letter or other similar agreement may
include, without limitation, (a) excuse rights applicable to particular investments (which
may increase the percentage interest of other Limited Partners in, and contribution
obligations of other Limited Partners with respect to, such investments), (b) reporting
obligations of the general partner, (c) waiver of certain confidentiality obligations, (d)
consent of the general partner to certain transfers by such Limited Partner or (e) rights or
terms necessary in light of particular legal, regulatory, tax, or public policy characteristics
of a Limited Partner. Certain Limited Partners that have the benefits of a “most favored
nation” provision are given the opportunity to elect the rights and terms in any side letter
or other similar agreement that are applicable to such Limited Partners.
Management of Client Assets
As of December 31, 2023, the Adviser manages $6,086,656,563 of client assets on
a discretionary basis and no client assets on a nondiscretionary basis.