A. Organization and Ownership
For purposes of this brochure, “Freeman Spogli” or the “Firm” means Freeman Spogli
Management Co., L.P., together (where the context permits) with the general partners (the
“General Partners”) of the Funds (as defined below). The Firm is a Delaware limited partnership
that was organized in 2008. The owners of the Firm are Brad J. Brutocao, Bradford M. Freeman,
Benjamin D. Geiger, Jordan A. Hathaway, John Hwang, Christian B. Johnson, Jon D. Ralph, John
M. Roth, and Ronald P. Spogli.
B. Advisory Services
The Firm currently serves as the investment adviser to private equity funds (the “FS Funds”) and
parallel investment entities that invest proportionately with a FS Fund in all investments on
substantially the same terms and conditions subject to applicable tax, legal, or regulatory
constraints (the “Parallel Funds” and, together with the FS Funds, the “Funds”).
The Funds are dedicated exclusively to investing and partnering with management in companies
positioned for strong growth and equity appreciation. The Funds make investments in equity and
equity-related securities issued in corporate acquisitions organized and led by the Firm. In
accordance with the Funds’ respective investment objectives, investments are generally made in
middle-market companies in consumer- and
distribution- related sectors (the “Target Sectors”).
The Firm’s management and administrative services include investigating, structuring and
negotiating potential investments, monitoring the performance of portfolio companies in which
the Funds invest, and advising the Funds as to exit strategies from such portfolio investments.
Investment restrictions for the Funds, if any, are generally established in the organizational or
offering documents of the applicable Fund, investment advisory agreement, and/or Side Letter (as
defined in Item 8) agreements negotiated with investors in the applicable Fund (collectively, the
“Organizational Documents”).
In addition to the advisory services described in the preceding paragraphs, the Firm and its
employees provide certain consulting services to portfolio companies in which the Funds have
invested.
C. Tailoring of Investment Advice
The Firm provides investment management advice in accordance with the investment objectives
and guidelines set forth in each Fund’s Organizational Documents.
D. Wrap Fee Programs
The Firm does not participate in any wrap fee programs.
E. Assets Under Management
The Firm manages the assets of each Fund on a discretionary basis. As of December 31, 2023, the
amount of assets held by the Funds was approximately $5,898,767,266.