Vista Equity Partners Management, LLC, a Delaware limited liability company, together (where
the context permits) with its predecessors Vista Equity Partners III, LLC, and Vista Equity
Partners, LLC, which was previously named Vista Capital Partners, LLC, Emerging Technologies
Management, LLC, ETI Management, LLC, its relying advisers, VFF Management, L.P., VEPF
Management, L.P., VEEF Management, L.P., and the affiliated General Partners (defined below)
and certain of their other affiliates (collectively, “VEPM”) provide advisory services to and/or
receive Management Fees (defined below) from pooled investment vehicles or the Funds (defined
below). These affiliates are formed for tax, regulatory, or other purposes in connection with the
organization of the pooled investment vehicles or serve as general partners of the pooled
investment vehicles (each, a “General Partner” and collectively, together with any future affiliated
general partner entities, the “General Partners”). In addition, VEPM receives compensation for
management or other services performed in connection with co-investments made in portfolio
companies of the Funds. Vista Credit Partners, L.P., a Delaware limited partnership, which was
previously named Vista Credit Opportunities Management, L.P., together (where the context
permits) with its relying adviser Vista Credit CLO Management LLC (and together with the
relevant general partners and certain of their other affiliates, “Vista Credit Partners,” “Vista Credit”
or “VCP”) and Vista Credit BDC Management, L.P. (the “BDC Adviser”, and collectively with the
relevant affiliates, VEPM and VCP, “Vista”) are each separately SEC-registered investment
advisers that are indirectly and principally owned by VEPM, and provides investment advisory
services to and/or receives Management Fees from pooled investment vehicles or the Credit
Funds (defined below) in connection with credit investments.
Vista was formed in 2000 and is principally owned by Robert F. Smith, who is also its Chairman
and Chief Executive Officer. Vista’s Executive Committee focuses on the strategic direction and
management of the firm. The Private Equity Management Committee governs the management
of Vista’s private equity platform, while the Co-Heads of each private equity fund product manage
the deal pipelines, fund personnel, and portfolio construction of their investment platform. Vista
Credit Partners and Vista Public Strategies are each managed by their respective Heads, subject
to oversight from the Executive Committee.
The primary focus of Vista’s investment advisory activity is identifying investment opportunities
and participating in the acquisition, management, monitoring, and disposition of investments for
pooled investment vehicles. VEPM serves as the investment adviser or the general partner to the
Funds in order to provide such services. VEPM provides investment advisory services primarily
related to investments in businesses that provide enterprise software (including operationally
mature enterprise software businesses), data, and technology-enabled solutions (collectively,
“enterprise software companies”) and in the global technology, media, and telecommunications
(“TMT”) sectors. VEPM’s pooled investment vehicles consist of private equity funds that primarily
acquire controlling interests in emerging and lower middle-market to large cap enterprise software
companies (the “Equity Funds”), a permanent capital private equity fund that primarily acquires
controlling interests in middle-market to large cap mature enterprise software companies (the
“Perennial Fund”), and long/short and long-biased equity hedge funds that pursue fundamentals
driven, research intensive strategies that focus on the global TMT sectors (the “Hedge Funds”
and together with the Equity Funds, and the Perennial Fund, collectively the “Funds”). VCP also
operates pooled investment vehicles which consist of credit funds that originate and invest
primarily in privately negotiated debt securities in enterprise software companies and certain
collateralized loan obligation (“CLO”) vehicles (the “Credit Funds”, and together with the Funds,
the “Vista Funds”). VEPM may establish other investment vehicles for the purpose of purchasing
one or more investments from a Fund that is approaching the end of its term (“Continuation
Vehicles”). For purposes of this brochure, Funds shall be deemed to include Continuation
Vehicles. The Funds are not registered under the Investment Company Act of 1940, as amended
(“1940 Act”), and their securities are not registered under the Securities Act of 1933, as amended
(the “Securities Act”). A list of the Funds may be found in the Form ADV Part 1A.
Investments on behalf of the Funds include (or may include in the future) leveraged acquisitions
and recapitalizations of private equity investments, including private equity investments with
long-term holding periods (in “portfolio companies”); unlevered buyouts and minority equity
investments in growth companies; equity and equity-related securities that are traded publicly in
U.S. and non-U.S. markets; first and second lien debt investments in enterprise software
companies; and, among other things, mezzanine/private placements, special situation and credit
investments; structured products; other credit-based securities and claims; short sales; preferred
stocks; convertible securities; warrants; rights; bonds and other fixed income securities; options;
swaps and other derivative instruments; commodity interests; futures; options on futures;
exchange traded funds; currency hedging transactions; non-U.S. currencies; money market
instruments; cash and cash equivalents; and securities lending arrangements. In addition, certain
Equity Funds have invested in certain of the Hedge Funds.
VEPM provides investment supervisory services to each Fund in accordance with a limited
partnership agreement (or analogous document) of such Fund or separate investment
management agreement (each, an “Advisory Agreement”). Investment advice is provided directly
to the Funds, subject to the discretion and control of the applicable General Partner, and not
individually to the investors (generally referred to herein as “Investors” or “Limited Partners”) in
the Funds. In each case, Fund investments are consistent with the investment
objectives and
strategies, as defined by the applicable private placement memoranda, Advisory Agreements,
limited partnership agreements, side letter agreements negotiated with Investors in an applicable
Fund, and/or other governing documents (together, “Governing Documents”).
On behalf of the Equity Funds, VEPM primarily invests in opportunities in which Vista believes it
can drive operational change. VEPM seeks to accomplish that through its ability to effect
substantial operational improvements aiming to create value in its companies through the
implementation of its operating improvement plan (the “Value Creation Plan”) and its proprietary
set of operational best practices specific to the types of enterprise software businesses in which
the Funds invest (the “Vista Best Practices”). This implementation is the responsibility of Vista’s
investment team and Vista’s Value Creation Team (“VCT”) leads to the ongoing refinement of the
Vista Best Practices, as well as the related delivery mechanics. VCT consists of Vista
professionals dedicated in whole or in part to operational matters (“Operating Professionals”) and
the members of Vista Consulting Group (including OneVista) (“VCG”), a wholly-owned subsidiary
of Vista.
On behalf of the Perennial Fund, VEPM primarily invests in portfolio companies that VEPM
believes are operationally mature and have already implemented operational best practices. As
a result, the VCT will generally assist the Perennial Fund with platform consolidation and
integrated product development.
VEPM tailors its services to the specific investment objectives and restrictions of each Fund
pursuant to the applicable investment guidelines and restrictions, and subject to specific terms
and conditions set forth in the Fund’s Governing Documents. Investors should refer to the
Governing Documents of the applicable Fund for complete information on the investment
objectives, restrictions, and guidelines of the particular Fund and the services VEPM provides to
the Fund.
In addition to providing investment advisory services to the Funds, Vista sponsors various co-
investment programs pursuant to which Investors may co-invest in investments alongside certain
Funds or other vehicles or through one or more co-investment vehicles referred to as the Vista
“Co-Investment Strategies.” The Co-Investment Strategies consist of the “Co-Investment
Commitment Program” and the “Co-Invest Separately Managed Account Program.” The Co-
Investment Commitment Program is a formal program sponsored by Vista that Investors enter in
order to co-invest alongside one or more of the Funds through co-investment vehicles that are
established on an investment-by-investment basis. Depending on the various Funds’ investment
objectives and capital needs and other co-investment activity, Vista may expand or reduce the
size and scope of the Co-Investment Commitment Program, including by not accepting or calling
additional investments or commitments into the Co-Investment Commitment Program. The Co-
Invest Separately Managed Account Program is a program through which Vista establishes co-
investment vehicles for individual Investors to co-invest alongside the Funds. Vista retains varying
degrees of discretion over the management of, and deployment of capital from, such co-
investment vehicles, and forms such co-investment vehicles with certain investors on a case-by-
case basis. Such vehicles may invest both directly in one or more Funds and co-invest alongside
one or more Funds. Vista retains broad discretion to vary the terms of the Co-Investment
Strategies and other co-investment arrangements in accordance with the applicable contractual
restrictions.
In addition, Vista has also established a Companion Fund and expects to establish more
Companion Funds in the future, which are vehicles or other arrangements, with an investment
objective, in whole or in part, to invest alongside one or more Funds, including, for example, any
private wealth channels. Such Companion Fund is permitted to invest in all portfolio investments
of such Funds or in some subset of investments (e.g., based on the size, structure, industry, stage
of life, other similar defining features of certain investments or any other factor set forth in Vista’s
Allocation Policy (as defined below)) at preset percentage amounts of the total investment
allocated to the relevant Fund or otherwise in the discretion of the Companion Fund’s general
partner. The economic terms of a Companion Fund are not required to be the same as the Funds
alongside which it invests (and in most cases are not the same); and in certain cases, an investor
in the Companion Fund will bear less fees and expenses than the investor would if it had invested
in the Funds alongside which the Companion Fund invests.
Additionally, as permitted by the relevant Governing Documents, Vista also expects to provide (or
agrees to provide) certain current or prospective investors or other third parties, including other
sponsors, market participants, finders, consultants, other service providers, portfolio company
management or personnel and strategic investors, the opportunity to invest directly as a co-
sponsor or co-underwriter or to participate in co-investment vehicles that will invest in certain
portfolio companies alongside one or more Vista Funds. Additionally, Vista has in the past and
expects to in the future establish certain investment vehicles through which certain current or
former employees of Vista or its affiliates, certain business associates, other “friends of the firm,”
or other persons (including any related entity established by any of the foregoing, such as trusts,
charitable programs, endowments, or related programs, family investment vehicles, and other
estate planning vehicles) (collectively, “Vista Investors”) will invest in or alongside one or more
Vista Funds in one or more investment opportunities. Vista Investors will not typically pay
Management Fees or Carried Interest in connection with their investment in a Vista co-investment
vehicle.
As of December 31, 2023, VEPM manages approximately $99,840,609,738 of assets on a
discretionary basis and $100,968,246,570 of assets on a nondiscretionary basis. Regulatory
assets under management as noted herein include committed capital for the Funds.