The Management Company, a Delaware limited liability company 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. The
Management Company commenced operations in 2004.
The Management Company’s clients include the following (each, a “Fund,” and together
with any future private investment fund to which the Management Company or its affiliates
provide investment advisory services, the “Funds”):
• Mainsail Partners III, L.P. (“Fund II”)
• Mainsail Partners IV, L.P. (“Fund IV”)
• Mainsail Partners V, L.P. (“Fund V”)
• Mainsail Partners VI, L.P. (“Fund VI”)
• Mainsail Partners Executive Fund V, L.P. (“Executive Fund V”)
• Mainsail Partners Executive Fund V, L.P. (“Executive Fund VI”)
• Mainsail Co-Investors III, L.P. (“MCOI III”)
• Mainsail Incentive Program, LLC (“MIP”)
• Mainsail 3PL Holdings, L.P. (“M3PL”)
• Mainsail GT SPV, L.P. (“GT SPV”)
The following general partner entities are affiliates of the Management Company:
• Mainsail GP III, LLC
• Mainsail GP IV, LLC
• Mainsail GP V, LLC
• Mainsail GP VI, LLC
• Mainsail 3PL Holdings GP, LLC
• Mainsail GT GP, LLC
(each, a “General Partner” and collectively, together with any future affiliated general
partner entities, the “General Partners.” Mainsail Management Company, L.P. is a special
purpose vehicle through which the Management Company provides advisory services and is under
common control with the Management Company. The General Partners, Mainsail Management
Company, L.P., together with the Management Company and their affiliated entities, “Mainsail”).
Each General Partner is subject to the Advisers Act pursuant to the Management
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 the Management Company.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Mainsail’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 for
such investments. Although investments are made predominantly in non-public companies,
investments in public companies are permitted. Where such investments consist of portfolio
companies, the partners and other personnel of Mainsail or its affiliates generally serve on such
portfolio companies’ respective boards of directors or otherwise act to influence control over
management of portfolio companies in which the Funds have invested.
Mainsail’s advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements or governing documents (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.” 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 Mainsail and any investor. The Funds or the General Partners have entered
into side letters or other similar agreements (“Side Letters”) with certain investors that have the
effect of establishing rights under or altering or supplementing the terms (including economic or
other terms) of the Governing Documents with respect to such investors.
Additionally, over time and as permitted by the Governing Documents, Mainsail expects
to provide (or agree to provide) investment or co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain current or prospective investors or other
persons, including other sponsors, market participants, finders, consultants, Extended Network
Advisors (as defined below) and other service providers, portfolio company management or
personnel, Mainsail’s personnel and/or certain other persons associated with Mainsail and/or its
affiliates (e.g., through MIP or another vehicle formed by Mainsail’s principals to co-invest
alongside the Funds’ transactions). 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. However, for strategic and 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 Mainsail’s sole discretion, Mainsail reserves
the right to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise
equitably to adjust the purchase price under certain conditions), 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, Mainsail managed $2,331,945,4131 in client assets on a
discretionary basis. Mainsail is controlled by Gavin M. Turner indirectly through Mainsail
Management Company Holdings, LLC.