Francisco Partners Management, L.P. (together, where the context permits, with the General
Partners (as defined below) and other affiliates that provide advisory services to, and/or receive
management fees from, the Funds (as defined below), “FP” or the “Firm”), a registered investment
adviser, manages certain private investment partnerships that are private investment funds
(“Partnerships”) and certain related investment vehicles, and may in the future provide similar
investment advisory services to separately managed accounts or similar arrangements (“Related
Funds,” together with the Partnerships, the “Funds” or the “FP Funds”)
1 that are exempt from
registration under the Investment Company Act of 1940, as amended (the “Investment Company
Act”). The Funds’ securities are not registered under the Securities Act of 1933, as amended (the
“Securities Act”), and are privately placed to qualified investors in the United States and
elsewhere. FP also serves as adviser to certain investment entities that are formed for the purpose
of co-investing alongside FP Funds.
FP was converted to a Delaware limited partnership in 2012 but is part of a private investment firm
originally founded in 1999. FP is owned by its senior management and no individual owns 25%
or more of the Firm.
The Funds are generally formed by an affiliate of the Firm, including general partner entities (each,
a “General Partner”). FP provides discretionary investment management services to the Funds
on behalf of the relevant General Partner. The General Partners may or may not be under common
control with FP, but possess a substantial identity of personnel and/or equity owners with FP. Each
General Partner operates as a single advisory business with FP and is deemed registered under the
Advisers Act, in accordance with SEC guidance, pursuant to FP’s registration.
The primary focus of FP’s investment advisory activity is researching and advising on private
equity investments, including buyouts, divisional divestitures, recapitalizations, restructurings,
and growth equity in middle market and lower-middle market technology companies. Certain
Funds focus primarily on investing in middle-market opportunities, while other Funds focus
primarily on investing in smaller, lower-middle market opportunities (each an “FP Equity Fund”
and such strategy or team, “FP Equity”). Such investments often take the form of privately
negotiated investment instruments including unregistered equity from both U.S. and non-U.S.
issuers. In addition, to extend FP’s considerable domain expertise and intellectual property into
the credit markets, FP has a credit business segment (“FP Credit” and such strategy or team “FP
Credit”) for which it provides investment advisory services to Funds focused on tech-enabled
credit and other credit strategies (each an “FP Credit Fund”). The investments of the Funds are
generally referred to herein as “portfolio companies.” Although the primary focus of each Fund
(other than an FP Credit Fund) is on middle market or lower-middle market technology private
equity investments, FP will, from time to time, recommend other types of investments, including
investments in public companies, consistent with the respective Fund’s investment strategy and
objectives, as described in the applicable private placement memoranda and or governing
document (including the limited partnership agreements, operating agreements, and similar
governing documents) (collectively, the “Fund Documents”) of each Fund.
1 Where applicable, includes wholly owned subsidiaries and alternative investment vehicles related to transactions with the Funds.
FP generally provides investment advisory services to each Fund pursuant to a separate
investment
advisory agreement (each, an “Advisory Agreement”). Investment advice is provided by FP
directly to the Funds, subject to the direction and control of the affiliated General Partner of such
Fund. Persons or entities that invest in the Funds are referred to in this Brochure as “investors”
or “limited partners.” FP provides investment advice and other services directly to the Funds
and not individually to the investors of such Funds. The applicable General Partner of each Fund
generally enters into side letter agreements with certain investors in the Funds, establishing rights
under, or supplementing or altering the terms of, the applicable Fund Documents and subscription
agreements relating to such Fund with respect to such investors (“Side Letters”). Side Letter
provisions include, among other things, different information rights, co-investment rights and
other economic rights that may be material, reporting rights, excuse or exclusion rights, waiver of
certain confidentiality obligations, certain rights or terms necessary in light of particular legal,
regulatory or policy requirements of a particular investor, modification of representations,
indemnification and/or liability and other obligations, additional obligations and restrictions with
respect to structuring particular investments in light of the legal and regulatory considerations
applicable to a particular investor, veto rights, and liquidity or transfer rights. Such additional
rights, terms or conditions are generally disclosed to other investors in a given Fund, and such
other investors may have the opportunity to elect certain Side Letter provisions, only in accordance
with the applicable Fund Documents of that specific Fund. Also, investors will have no recourse
against a Fund, the applicable Fund’s General Partner, FP or their respective affiliates in the event
that certain investors receive additional or different rights or terms pursuant to such Side Letters,
some of which may impact the rights and/or increase the obligations of other investors. In addition,
side letter arrangements with certain investors of the Funds impose additional restrictions on
investing in certain types of assets, geographies or industries in order to meet certain legal, tax,
regulatory, internal policy or other requirements of such investors. While these restrictions are
intended to apply solely to such investors, they may ultimately restrict the investments made by
an applicable Fund.
Additionally, as described in Item 11 below, from time to time, pursuant to the terms of the relevant
Fund Document of the applicable Fund and FP’s policies, FP expects to provide (or to agree to
provide) co-investment opportunities (including the opportunity to participate in co-invest
vehicles) to other FP Funds, as well as certain other parties with which FP has a relationship, such
as limited partners, other private fund sponsors, corporates, certain strategic advisors, and single
investor vehicles.
Any restrictions on investments in certain types of securities are established by the General Partner
of the applicable Fund and are set forth in the documentation received by each limited partner prior
to investment in such Fund. Once invested in a Fund, investors cannot impose restrictions on the
types of securities in which such Fund can invest.
As of December 31, 2023, FP managed approximately $45,013,320,973 of Fund assets, all of
which is managed on a discretionary
2 basis.
FP does not currently participate as investment manager in any wrap fee programs.
2 FP does not have ultimate investment discretion with respect to the assets of any Fund as such discretion is retained by the applicable General
Partner of each Fund.