Thoma Bravo, L.P., a registered investment adviser, is a Delaware limited partnership.
Thoma Bravo, L.P. and its affiliated investment advisers provide discretionary investment
advisory services to their clients, which currently consist solely of private investment funds,
although Thoma Bravo, L.P. and its affiliates reserve the right to advise single-investor funds,
separately managed accounts or other products in the future. A predecessor entity of Thoma Bravo,
L.P. commenced operations in September 2007, and undertook a conversion from a limited
liability company to a Delaware limited partnership in connection with a corporate restructure in
March 2020. In connection with the corporate restructure, Thoma Bravo, L.P. formed an affiliate,
Thoma Bravo Advisers, L.P., that provides advisory services to clients as a relying adviser of
Thoma Bravo, L.P.
Thoma Bravo, L.P.’s clients include the following entities focused on private equity
strategies typically with controlling positions (each, a “Buyout Fund,” and collectively, the
“Buyout Funds”):
• Thoma Bravo Fund X, L.P.; and Thoma Bravo Fund X-A, L.P.;
• Thoma Bravo Special Opportunities Fund I, L.P.; and Thoma Bravo Special
Opportunities Fund I AIV, L.P.;
• Thoma Bravo Fund XI, L.P.; Thoma Bravo Fund XI-A, L.P.; Thoma Bravo
Executive Fund XI, L.P.; Thoma Bravo Fund XI Global, L.P.; Thoma Bravo Fund
XI-A Global, L.P.; and Thoma Bravo Executive Fund XI Global, L.P.;
• Thoma Bravo Special Opportunities Fund II, L.P.; Thoma Bravo Special
Opportunities Fund II-A, L.P.; Thoma Bravo Special Opportunities Fund II Global,
L.P.; and Thoma Bravo Special Opportunities Fund II-A Global, L.P.;
• Thoma Bravo Fund XII, L.P.; Thoma Bravo Fund XII-A, L.P.; Thoma Bravo
Executive Fund XII, L.P.; Thoma Bravo Executive Fund XII-a, L.P.; Thoma Bravo
Fund XII Global, L.P.; Thoma Bravo Fund XII-A Global, L.P.; Thoma Bravo
Executive Fund XII Global, L.P.; Thoma Bravo Executive Fund XII-a Global, L.P.;
Thoma Bravo Fund XII AIV, L.P.; Thoma Bravo Executive Fund XII AIV, L.P.;
and Thoma Bravo Executive Fund XII-a AIV, L.P.;
• Thoma Bravo Fund XIII, L.P.; Thoma Bravo Fund XIII-P, L.P.; Thoma Bravo Fund
XIII-A, L.P.; Thoma Bravo Executive Fund XIII, L.P.; Thoma Bravo Executive
Fund XIII-P, L.P.; Thoma Bravo Fund XIII Global, L.P.; Thoma Bravo Fund XIII-
A Global, L.P.; and Thoma Bravo Executive Fund XIII Global, L.P.;
• Thoma Bravo Fund XIV, L.P.; Thoma Bravo Fund XIV-P, L.P.; Thoma Bravo
Fund XIV-A, L.P.; Thoma Bravo Executive Fund XIV, L.P.; Thoma Bravo
Executive Fund XIV-P, L.P.; Thoma Bravo Executive Fund XIV-a, L.P.; Thoma
Bravo Executive Fund XIV-a-P, L.P.; Thoma Bravo Fund XIV Global, L.P.;
Thoma Bravo Fund XIV-A Global, L.P.; Thoma Bravo Fund XIV-A Global
Feeder, L.P.; Thoma Bravo Executive Fund XIV Global, L.P.; and Thoma Bravo
Executive Fund XIV-a Global, L.P.;
• Thoma Bravo Fund XV, L.P.; Thoma Bravo Fund XV-P, L.P.; Thoma Bravo Fund
XV-A, L.P.; Thoma Bravo Executive Fund XV, L.P.; and Thoma Bravo Executive
Fund XV-P, L.P.;
• Thoma Bravo Discover Fund, L.P.; Thoma Bravo Discover Fund A, L.P.; Thoma
Bravo Discover Fund AIV, L.P.; Thoma Bravo Discover Fund Global, L.P.; and
Thoma Bravo Discover A Global, L.P.;
• Thoma Bravo Discover Fund II, L.P.; Thoma Bravo Discover Fund II-A, L.P.;
Thoma Bravo Discover Executive Fund II, L.P.; Thoma Bravo Discover Fund II
Global, L.P.; Thoma Bravo Discover Fund II-A Global, L.P.; Thoma Bravo
Discover Executive Fund II Global, L.P.; Thoma Bravo Discover II Pathwire AIV,
L.P.; Thoma Bravo Discover II-A Pathwire AIV, L.P.; and Thoma Bravo Discover
Executive II Pathwire AIV, L.P.;
• Thoma Bravo Discover Fund III, L.P.; Thoma Bravo Discover Fund III-P, L.P.;
Thoma Bravo Discover Fund III-A, L.P.; Thoma Bravo Discover Executive Fund
III, L.P.; Thoma Bravo Discover Executive Fund III-P, L.P.; Thoma Bravo
Discover Fund III Global, L.P.; Thoma Bravo Discover Fund III-A Global, L.P.;
and Thoma Bravo Discover Executive Fund III Global, L.P.;
• Thoma Bravo Discover Fund IV, L.P.; Thoma Bravo Discover Fund IV-P, L.P.;
Thoma Bravo Discover Fund IV-A, L.P.; Thoma Bravo Discover Executive Fund
IV, L.P.; Thoma Bravo Discover Executive Fund IV-P, L.P.; Thoma Bravo
Discover Fund IV Global, L.P.; Thoma Bravo Discover Executive Fund IV Global,
L.P.; Thoma Bravo Discover Fund IV-A Global, L.P.; and Thoma Bravo Discover
Fund IV-A Global Feeder, L.P. (each, a “Discover Fund” and collectively with the
Funds in the three preceding paragraphs, the “Discover Funds”);
• Thoma Bravo Explore Fund, L.P.; Thoma Bravo Explore Fund P, L.P.; Thoma
Bravo Explore Fund A, L.P.; Thoma Bravo Explore Fund Global, L.P.; and Thoma
Bravo Explore Fund A Global, L.P.;
• Thoma Bravo Explore Fund II, L.P.; Thoma Bravo Explore Fund II-P, L.P.; Thoma
Bravo Explore Fund II-A, L.P.; Thoma Bravo Explore Executive Fund II, L.P.;
Thoma Bravo Explore Executive Fund II-P, L.P.; Thoma Bravo Explore Fund II
Global, L.P.; Thoma Bravo Explore Fund II-A Global, L.P.; and Thoma Bravo
Explore Executive Fund II Global, L.P. (each, an “Explore Fund” and collectively
with the Funds in the preceding paragraph, the “Explore Funds”); and
• Thoma Bravo Access Fund, L.P.; Thoma Bravo Access Fund P, L.P.; and Thoma
Bravo Access Fund A, L.P. (each, an “Access Fund” and collectively, the
“Access Funds”).
In addition, Thoma Bravo, L.P. also advises certain entities focused on (i) growth equity
strategies that hold minority positions; (ii) acquiring securities from management and other senior
portfolio company personnel and certain other co-investors in a secondary transaction involving
portfolio companies of one or more other Thoma Bravo funds; and (iii) a multi-strategy investment
vehicle for certain personnel of Thoma Bravo, respectively:
• Thoma Bravo Growth Fund, L.P.; Thoma Bravo Growth Fund P, L.P.; and Thoma
Bravo Growth Fund A, L.P. (each, a “Growth Fund” and collectively, the
“Growth Funds”);
• Thoma Bravo Oasis Fund, L.P.; Thoma Bravo Oasis Fund P, L.P.; and Thoma
Bravo Oasis Fund A, L.P. (each, an “Oasis Fund” and collectively the “Oasis
Funds” and collectively with the Buyout Funds and the Growth Funds, the
“Equity Funds”); and
• Thoma Bravo Employee Fund, L.P. (together with any future employee co-invest
funds, the “Employee Funds”).
Thoma Bravo, L.P. also advises the following entities focused on credit strategies (each,
a “Credit Fund,” and collectively with any successor funds, the “Credit Funds”):
• Thoma Bravo Credit Fund I, L.P.; Thoma Bravo Credit Fund I (Offshore), L.P.;
and Thoma Bravo Credit Fund I Feeder, L.P.; and
• Thoma Bravo Credit Fund II, L.P.; Thoma Bravo Credit Fund II Feeder, L.P.; and
Thoma Bravo Credit Fund II Feeder A, L.P.
Each Buyout Fund, Growth Fund, Oasis Fund and Credit Fund (including any successor or
similar funds) is referred to herein as a “Fund,” and collectively, the “Funds,” according to the
applicable context.
The following advisory entities are affiliated with Thoma Bravo, L.P.:
• Thoma Bravo Partners X, L.P.;
• Thoma Bravo Partners XI, L.P.; and Thoma Bravo Partners XI Global, L.P.;
• Thoma Bravo Partners XII, L.P.; Thoma Bravo Partners XII Global, L.P.; and
Thoma Bravo Partners XII AIV, L.P.;
• Thoma Bravo Partners XIII, L.P.; Thoma Bravo Partners XIII-P, L.P.; and Thoma
Bravo Partners XIII Global, L.P.;
• Thoma Bravo Partners XIV, L.P.; Thoma Bravo Partners XIV-P, L.P.; and Thoma
Bravo Partners XIV Global, L.P.;
• Thoma Bravo Partners XV, L.P.; Thoma Bravo Partners XV-P, L.P.; and Thoma
Bravo Partners XV Global, L.P.;
• Thoma Bravo Partners XVI, L.P.; Thoma Bravo Partners XVI-P, L.P.; and Thoma
Bravo Partners XVI-B S.a.r.l.;
• Thoma Bravo Discover Partners, L.P.; Thoma Bravo Discover Partners AIV, L.P.;
and Thoma Bravo Discover Partners Global, L.P.;
• Thoma Bravo Discover Partners II, L.P.; and Thoma Bravo Discover Partners II
AIV, L.P.;
• Thoma Bravo Discover Partners III, L.P.; Thoma Bravo Discover Partners III-P,
L.P.; and Thoma Bravo Discover Partners III Global, L.P.;
• Thoma Bravo Discover Partners IV, L.P.; Thoma Bravo Discover Partners IV-P,
L.P.; and Thoma Bravo Discover Partners IV Global, L.P.;
• Thoma Bravo Discover Partners V, L.P.; Thoma Bravo Discover Partners V-P,
L.P.; and Thoma Bravo Discover Partners V-B S.a.r.l.;
• Thoma Bravo Explore Partners, L.P.; Thoma Bravo Explore Partners P, L.P.; and
Thoma Bravo Explore Partners Global, L.P.;
• Thoma Bravo Explore Partners II, L.P.; Thoma Bravo Explore Partners II-P, L.P.;
and Thoma Bravo Explore Partners II Global, L.P.;
• Thoma Bravo Access Partners, L.P.;
• Thoma Bravo Access Partners II, L.P.;
• Thoma Bravo Growth Partners, L.P.; and Thoma Bravo Growth Partners P, L.P.;
• Thoma Bravo Oasis Partners, L.P.; and Thoma Bravo Oasis Partners P, L.P.;
• Thoma Bravo Europe Partners, L.P.;
• Thoma Bravo Credit Partners I, L.P.;
• Thoma Bravo Credit Partners II, L.P.; (each of the above-listed advisory entities,
a “General Partner” and collectively with any future affiliated general partner
entities, the “General Partners,” and the General Partners, together with Thoma
Bravo, L.P., “Thoma Bravo”);
• Thoma Bravo East, LLC;
• Thoma Bravo Capital Markets, LLC (“Thoma Bravo Capital Markets”);
• Thoma Bravo Advisers, L.P.;
• Thoma Bravo UK Advisers LLP;
• Thoma Bravo Global, LLC;
• Thoma Bravo US, LLC; and
• Thoma Cressey Bravo, Inc.
Each General Partner is subject to the Advisers Act pursuant to Thoma Bravo, L.P.’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 Thoma Bravo,
L.P. Unless the context otherwise requires, references in this Brochure to “Thoma Bravo” should
be construed to mean the relevant General Partner(s) arranging such services from Thoma Bravo,
L.P. in connection with the relevant investment management agreement between Thoma Bravo,
L.P. and the relevant General Partner of each Fund and/or its affiliates and their respective
personnel on behalf of the Funds. Interests in the Funds are privately offered to qualified
investors
in the United States and elsewhere.
Buyout Funds
The Buyout Funds primarily invest through negotiated transactions in the equity securities
of operating entities, generally referred to herein as “portfolio companies.” Thoma Bravo’s
investment advisory services to the Buyout 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 (including in connection with take-private transactions), investments in
public companies are permitted, and the Buyout Funds have made investments in public companies
(or in privately held companies which subsequently go public during the period of ownership by
one or more Buyout Fund) and will likely do so in the future if the circumstances warrant.
For the Buyout Funds, personnel of Thoma Bravo have and will likely serve on portfolio
companies’ boards of directors or otherwise act to influence control over management of portfolio
companies in which the Buyout Funds have invested.
Thoma Bravo’s Buyout Funds primarily focus on investments in different market segments
of the software and technology-enabled services market. For example, the Discover Funds
primarily focus on software investments in the middle market, while the Explore Funds primarily
focus on software investments in the lower-middle market. Certain funds focused on Software
investments in the European middle-market and lower-middle market are currently being formed
(the “Europe Funds”).
Growth Funds
The Growth Funds are expected to seek to invest primarily in minority, non-controlling
equity interests in privately-owned software companies that typically are comparatively younger
than those sought by the Buyout Funds, are in a growth phase of their development or otherwise
meet the target investment objectives of the Growth Funds. Thoma Bravo’s investment advisory
services to the Growth Funds are expected to consist of identifying and evaluating investment
opportunities, negotiating the terms of investments, managing and monitoring investments and
achieving dispositions for such investments. The Growth Funds are expected to hold minority
stakes in public companies and are permitted to participate in special purpose acquisition
companies (“SPACs”).
For the Growth Funds, Thoma Bravo expects to seek the right to appoint a board member
to the portfolio companies’ board of directors, but there can be no assurance that a Growth Fund
will have the right to appoint such a portfolio company board member.
Access Funds
The Access Funds are intended to provide limited partners with exposure to certain Buyout
Funds through a single fund commitment, as the Access Funds invest solely in such other Funds.
Certain Access Funds also invest in Growth Funds. Access Funds acquire limited partner interests
in certain Equity Funds in a proportion based on an Access Fund’s total investor commitments, as
identified in an Access Fund’s Governing Documents (as defined below).
Oasis Funds
The Oasis Funds seek to acquire minority, non-controlling interests in certain portfolio
companies of other Equity Funds, primarily through the periodic purchase of management,
employee and other co-investor equity to effect a management liquidity event at such portfolio
companies.
Thoma Bravo does not expect that the Oasis Funds will obtain an independent right to
appoint a board member to a portfolio company’s board of directors. However, Thoma Bravo
generally expects that the other Equity Fund(s) that are also invested in such portfolio companies
will have significant governance rights and, as a result, such Equity Funds will typically have the
right to appoint board members of such portfolio companies.
Credit Funds
The Credit Funds primarily invest in the debt instruments and/or other securities of
software and technology-enabled services (collectively, “Software”) companies, including debt
investments in portfolio companies that are controlled by the Equity Funds. Thoma Bravo’s
investment advisory services to the Credit Funds consist of identifying and evaluating investment
opportunities, negotiating the terms of investments, managing and monitoring investments and
achieving dispositions for such investments. Although the Credit Funds primarily make passive
investments in the initial issuance of debt instruments of companies in the Software sector
(including Equity Fund portfolio companies), they also are permitted to make investments in the
secondary market debt of such companies.
Employee Funds
Thoma Bravo also manages the Employee Funds, commingled co-investment vehicles that
enable certain personnel of Thoma Bravo to invest alongside certain Buyout Funds in each of their
respective portfolio companies. Certain Employee Funds also invest in Growth Funds.
Co-Invest Vehicles
In addition to the Funds listed above, and as permitted by the relevant Limited Partnership
Agreement (defined below), Thoma Bravo has and will in the future advise certain vehicles formed
to facilitate discrete investment opportunities and/or a broader set of co-investment opportunities,
including Project River Acquisition I, L.P.; Project Mirasol Co-Invest Fund, L.P.; Proofpoint Co-
Invest Fund, L.P.; Project Metal Co-Invest Fund, L.P.; Project Stream Co-Invest Fund, L.P.;
Project Quail Opportunities, L.P.; Thoma Bravo Co-Invest Opportunities XV-1, L.P.; Thoma
Bravo Co-Invest Opportunities XV-3, L.P.; Thoma Bravo Co-Invest Opportunities Fund XV-5,
L.P.; Project Alpine Co-Invest Fund, L.P.; Project Hotel California Co-Invest Fund, L.P.; Project
CS Co-Invest Fund, L.P.; Project Rock Co-Invest Fund, L.P.; and Project Phoenix Co-Invest Fund,
L.P. (any such vehicle, a “Co-Invest Fund”). Thoma Bravo has and will in the future enter into
various other co-investment arrangements, including with respect to multi-investment co-
investment vehicles under which a single prospective co-investor negotiates rights, including
certain approval or opt-out rights, with respect to one or more offered co-investment opportunities
(such arrangements, together with the Co-Invest Funds, the “Co-Invest Vehicles”).
In certain cases, Thoma Bravo provides (or agrees to provide) investment or co-investment
opportunities (including the opportunity to participate in Co-Invest Vehicles (including via
Employee Funds)) to current or prospective investors or other persons, including other sponsors,
market participants, finders, consultants and other service providers, portfolio company
management or personnel, Thoma Bravo’s personnel and/or certain other persons associated with
Thoma Bravo and/or its affiliates. Such co-investments frequently 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 Governing Documents
(defined below) of such Fund, and are subject to certain fees and expenses, as described herein
(generally including similar expenses as are borne by a Fund, and as agreed among Thoma Bravo
and the relevant co-investor or Co-Invest Vehicle). However, for strategic and/or other reasons, a
co-investor (including a co-investing Fund) or Co-Invest Vehicle will in certain cases purchase a
portion of an investment in a portfolio company from one or more Funds, co-investors or Co-
Invest Vehicles after such Funds have consummated their investment in such portfolio company
(also known as a post-closing sell-down, syndication or transfer), which generally will have been
funded through Fund, co-investor or Co-Invest Vehicle investor capital contributions and/or use
of a Fund credit facility. Any such purchase by a co-investor (including a co-investing Fund) or
Co-Invest Vehicle generally occurs shortly (i.e., typically within a matter of months) after the
Fund’s completion of the investment and prior to any changes in valuation of the investment, but
in certain instances could be well after the Fund’s initial purchase. The co-investor (including a
co-investing Fund) or Co-Invest Vehicle may be charged interest on the purchase (or the purchase
price otherwise is equitably adjusted at the discretion of Thoma Bravo under certain conditions)
to compensate the relevant Fund for the holding period and in many cases will be required to
reimburse the Fund for related costs. However, to the extent any such amounts are not charged or
reimbursed (including charges or reimbursements required pursuant to applicable law), such costs
will be borne by the applicable Fund. Co-investments are described further below under “Fees and
Compensation, Co-Investment.”
Governing Documents
Thoma Bravo’s advisory services for the Funds are detailed in the relevant private
placement memorandum (each, a “Memorandum”) and/or limited partnership or other operating
agreement of the Funds (each, a “Limited Partnership Agreement” and together with the
Memorandum, the “Governing Documents”) and are further described below under “Methods of
Analysis, Investment Strategies and Risk of Loss.” Investors in a Fund (generally referred to herein
as “investors” or “limited partners”) participate in the overall investment program for the Fund,
but certain investors request to be excused from a particular investment due to legal, regulatory or
other agreed-upon circumstances pursuant to the applicable Limited Partnership Agreement; for
the avoidance of doubt, such arrangements generally do not and will not create an adviser-client
relationship directly between Thoma Bravo and any investor. The Funds or Thoma Bravo enter
into side letters or similar agreements (“Side Letters”) with certain investors that have the effect
of establishing rights (including economic or other terms) under, or altering or supplementing, a
Fund’s Limited Partnership Agreement with respect to such investors.
As of December 31, 2023, Thoma Bravo managed approximately $137,680,800,000 in
client assets on a discretionary basis.
Thoma Bravo, L.P. and the General Partners are controlled and principally owned by Seth
J. Boro, Orlando Bravo, S. Scott Crabill, Lee M. Mitchell, P. Holden Spaht and Carl D. Thoma.