HCP is an operationally-oriented private equity firm organized in 1999 as a limited liability
company under the laws of the State of Michigan. Dedicated to growing lower middle-market
companies through its high-impact and differentiated buy-and-build investment model, HCP’s
platform is comprised of two complementary strategies: Flagship Equity (majority private equity
transactions) and Flex Equity (minority transactions). HCP focuses on making flexible and
customized control and non-control equity investments in companies with up to $200 million in
revenue. The day to day activities of HCP are led by Messrs. James S. Mahoney (the “Managing
Partner”), Brian A. Demkowicz, Michael R. Beauregard, Peter E. Mogk, Matthew R. Hare, Anthony
J. Pulice, Brian J. Rassel, Scott Hauncher, and Ms. Heather M. Madland, who collectively comprise
HCP’s senior leadership team. Messrs. Mahoney, Demkowicz, Beauregard and Mogk each serve
on all of the committees responsible for reviewing and approving investments for the HCP Funds
(each such committee, an “Investment Committee”). Mssrs. Hare, Hauncher, Rassel, Pulice, and
Ms. Madland serve on some, but not all, such Investment Committees. These individuals bring
a wealth of investment, operational and financial expertise and experience to HCP, and together
with a number of other investment professionals, work to execute HCP’s investment strategy.
HCP serves as an investment manager and, together with each fund’s general partner, provides
discretionary advisory services to several collective investment vehicles organized as private
investment partnerships (each a “Fund” or collectively the “Funds”), which are exempt from
registration under the Investment Company Act of 1940, as amended (“Investment Company
Act”). Accordingly, interests in the Funds are offered and sold exclusively to investors satisfying
the applicable eligibility and suitability requirements in private transactions within the United
States.
HCP’s clients currently include: The Huron Fund II, L.P.; The Huron Fund III, L.P.; The Huron Fund
IV Executives L.P.; The Huron Fund IV L.P.; The Huron Fund IV Management L.P.; The Huron Fund
V, L.P.; The Huron Fund V Executives L.P. (collectively, the “Control Funds”); The Huron Flex Equity
Fund L.P.; and The Huron Flex Equity Fund Executives L.P. (collectively, the “Non-Control Funds”).
Throughout this Brochure, unless the context otherwise requires, references to “Funds” include
the Control Funds and the Non-Control Funds. For more information about the Funds, please
see HCP’s Form ADV Part 1, Schedule D, Section 7.B.(1).
In addition, in certain circumstances, as more fully described in Item 7 below, the Firm permits
certain investors and third parties to co-invest alongside a Fund directly into a portfolio company.
Such direct co-investments are not considered Funds or clients of HCP.
Typically, within each Fund structure is a designated general partner or manager (the “General
Partner(s)”), who is deemed to be registered under the Advisers Act in accordance with SEC
guidance and also subject to HCP’s compliance program. Unless and only to the extent that the
context otherwise requires, references throughout this Brochure to HCP include the General
Partner(s). While the General Partners maintain ultimate authority over the respective Funds,
HCP has been appointed to the role of investment adviser to carry out the General Partners’ day-
to-day responsibilities.
The following General Partners are affiliated with HCP and along with HCP, have the authority to
make investment decisions on behalf of their respective Fund: Huron Capital Partners GP II LLC;
Huron Capital Partners GP III LLC; Huron Fund IV Management LLC; Huron Capital Flag GP V LLC;
and Huron Capital Flex GP LLC. For more information about the General Partners, please see
HCP’s Form ADV Part 1, Schedule D, Section 7.A.
The Control Funds primarily seek to obtain control-oriented positions through private equity
investments in lower middle-market companies located throughout the United States and
Canada.
Industry sectors include, but are not limited to, specialty industrials, consumer goods
and service, and business services. The Non-Control Funds primarily seek to make non-control
equity investments in lower middle-market companies located throughout the United States and
Canada in the same industry sectors as the Control Funds; provided, however, that beginning in
2020, (i) following consent by the relevant Investors and (ii) solely under appropriate
circumstances (as determined by the Firm in its sole discretion), the Non-Control Funds are
permitted to make certain control-oriented investments.
HCP’s investment advisory services to the Funds consist of identifying and evaluating investment
opportunities, managing and monitoring investments and achieving dispositions of such
investments. In providing services to the Funds, HCP formulates each Fund’s investment
objectives, directs and manages the investment and reinvestment of each Fund’s assets, and
provides reports to Investors. When such investments consist of portfolio companies where
Huron has taken a majority position (as is the case with the Control Funds (and as expected in
certain circumstances, for the Non-Control Funds)), the senior principals, other personnel and
HCP appointees will generally serve on such portfolio companies’ respective boards of directors
or otherwise act to influence control over management of portfolio companies held by the Funds.
In addition, in some cases, for such portfolio companies where HCP has taken a majority position,
HCP will more directly influence the day-to-day management of the company by recruiting and
installing certain individuals for various leadership roles, such as chief executive officer, chief
operating officer, chief financial officer or other roles. Investment advice is provided directly to
the Funds and not individually to the limited partners of the Funds (individually an “Investor” or
“Limited Partner”, collectively the “Investors” or “Limited Partners”). HCP manages the assets of
the Funds in accordance with the terms of each Fund’s confidential offering and/or private
placement memoranda, individual limited partnership agreements, subscription documents,
investment advisory agreements, side letters and other governing documents applicable to each
Fund (the “Governing Fund Documents”).
All terms are generally established at the time of the formation of a Fund and are only terminable
once the applicable Fund is dissolved, wound up, and terminated. Except as otherwise described
in the Governing Fund Documents, the Investors generally cannot restrict investments by the
Funds in any capacity, and except in limited circumstances, Limited Partners are not permitted
to withdraw from a Fund prior to the Fund’s dissolution. HCP or the relevant Fund General
Partner has entered into side letters or similar agreements with certain Limited Partners
including those who made substantial commitments of capital, who were early-stage Investors
in the Funds or for other reasons in the sole discretion of HCP, in each case that have the effect
of establishing rights under, or altering or supplementing, the Governing Fund Documents.
Examples of side letter rights include co-investment preferences, notification provisions,
reporting requirements and “most favored nations” provisions, among others. Side letters are
negotiated at the time of the relevant Investor’s capital commitment, and once invested in a
Fund, Investors generally cannot impose additional investment guidelines or restrictions on such
Fund. These side letter rights, benefits or privileges are not always made available to all Investors
nor in some cases are they required to be disclosed to all Investors.
HCP does not participate in wrap fee programs.
HCP is indirectly owned by Messrs. Demkowicz, Beauregard, Mogk, and Mahoney.
As of December 31, 2022, HCP managed $1,224,601,081 of regulatory assets under management
on a discretionary basis. HCP does not manage any assets on a non-discretionary basis.