Bruckmann, Rosser, Sherrill & Co. is a private investment management firm, including
registered investment advisory entities and other organizations affiliated with Bruckmann, Rosser,
Sherrill & Co. Management, L.P., a Delaware limited partnership (“BRS Management” and,
together with such affiliated organizations, collectively, “BRS”), that manages private fund assets.
BRS Management is a registered investment adviser that commenced operations in August
2007. BRS Management and, as more fully described below, its affiliated investment advisers
provide investment advisory services to the following private investment funds: Bruckmann,
Rosser, Sherrill & Co. III, L.P., a Delaware limited partnership (“Fund III”), BRS Coinvestor III,
L.P., a Delaware limited partnership (“Coinvest III”), BRS & Co. IV L.P., a Delaware limited
partnership (“Fund IV”), and BRS Coinvestor IV, L.P. a Delaware limited partnership (“Coinvest
IV”, and together with Fund III, Coinvest III, Fund IV and Coinvest IV, each a “Fund” and
collectively with any future private investment fund managed by BRS Management, the “Funds”
or “Private Investment Funds”).
The Funds and any other Private Investment Funds are private equity funds and invest
through negotiated transactions in operating entities generally referred to herein as “portfolio
companies”. BRS Management’s investment advisory services to the Funds consist of identifying
and evaluating investment opportunities, negotiating investments, managing and monitoring
investments and achieving dispositions for such investments. Investments are made predominantly
in non-public companies, although investments in public companies are permitted subject to
certain limitations set forth in the applicable Fund’s limited partnership or other operating
agreements or governing documents (each a “Limited Partnership Agreement”). The senior
principals or other personnel of BRS Management or its affiliates typically serve on the portfolio
companies’ respective boards of directors or otherwise act to influence control over the
management of a Fund’s portfolio companies. The Fund III commitment period has expired. Fund
III is no longer making new investments but will continue to make follow-on investments. Fund
IV is currently making new investments.
BRS Management’s advisory services to the Private Investment Funds are further detailed
in the applicable private placement memorandum and the supplements thereto (each, a “Private
Placement Memorandum” and, collectively, the “Private Placement Memoranda”) and the
Limited Partnership Agreements of the Funds and are further described below under “Methods of
Analysis, Investment Strategies and Risk of Loss.” Investors in the Private Investment Funds
participate in the overall investment program for the applicable Fund, but in certain circumstances
are excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the relevant Limited Partnership Agreement. Such arrangements do not
and will not create an adviser-client relationship between BRS Management and any investor. The
Funds or the General Partners have entered into side letters or other similar agreements (“Side
Letters”) with certain investors that have the effect of establishing rights (including economic or
other terms) under, or altering or supplementing the terms of, the relevant Limited Partnership
Agreement with respect to such investors.
Fund III and Fund IV related investment advisers affiliated with BRS Management are
comprised of the following:
BRS GP III, L.P. (“Fund III GP”), BRS Coinvestor GP III, L.L.C. (“Coinvest III GP”),
BRS GP IV, L.P. (“Fund IV GP”), BRS Coinvestor GP IV, L.L.C. (“Coinvest IV GP”, and
together with Fund III GP, Coinvest III GP and Fund IV GP and any future affiliated general
partner entities, the “General Partners”), BRS Management III, L.P. (“Manager III”), BRS
Management IV, L.P. (“Manager IV” and together with the General Partners and Manager III,
the “Affiliated Advisers” and the Affiliated Advisers together
with BRS Management, the
“Advisers”).
Fund III GP, a Delaware limited partnership, is the general partner of Fund III and has
delegated the management of the business and affairs of Fund III to Manager III, which in turn has
delegated such management to BRS Management. Coinvest III GP, a Delaware limited liability
company, is the general partner of Coinvest III. Fund IV GP, a Delaware limited partnership, is
the general partner of Fund IV and has delegated the management of the business and affairs of
Fund IV to Manager IV, which in turn has delegated such management to BRS Management.
Coinvest IV GP, a Delaware limited liability company, is the general partner of Coinvest IV. In its
capacity as the investment manager of the Funds, either directly or indirectly through one or more
of its affiliates, BRS Management has the authority to manage business and affairs of such Funds.
Additionally, as permitted by the relevant Limited Partnership Agreement, the Advisers
expect to provide (or agree to provide) investment or co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain current or prospective investors or other
persons, including other sponsors, market participants, finders, consultants and other service
providers, portfolio company management or personnel, BRS Management’s personnel and/or
certain other persons associated with BRS Management and/or its affiliates (to the extent not
prohibited by the applicable Limited Partnership Agreement). Such co-investments typically
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. However, for strategic and other
reasons, a co-investor or co-invest vehicle (including a co-investing Fund) purchases a portion of
an investment from one or more Funds after such Funds have consummated their investment in
the portfolio company (also known as a post-closing sell-down or transfer), which generally will
have been funded through Fund investor capital contributions and/or use of a Fund credit facility.
Any such purchase from a Fund by a co-investor or co-invest vehicle generally occurs shortly after
the Fund’s completion of the investment to avoid any changes in valuation of the investment, but
in certain instances could be well after the Fund’s initial purchase. Where appropriate, and in BRS
Management’s sole discretion, BRS Management reserves the right to charge interest on the
purchase to the co-investor or co-invest vehicle, and to seek reimbursement to the relevant Fund
for related costs. However, to the extent any such amounts are not so charged or reimbursed
(including charges or reimbursements required pursuant to applicable law), they generally will be
borne by the relevant Fund.
As of December 31, 2023, BRS Management managed $370.3 million in client assets on a
discretionary basis. BRS Management is controlled by its general partner, BRS LLC, which is
controlled by Bruce C. Bruckmann, Stephen C. Sherrill and Thomas J. Baldwin (the “Managing
Partners”). The Managing Partners are the principal owners of BRS Management. Bruce C.
Bruckmann, Stephen C. Sherrill and Harold O. Rosser are the principal owners of BRS LLC.
Manager III is controlled by its general partner, Bruckmann, Rosser, Sherrill & Co. III, L.L.C.
(“Fund III UGP”), which is controlled by the Managing Partners. The Managing Partners are
(directly or indirectly) the principal owners of Manager III. The Managing Partners are the
principal owners of Fund III UGP. Manager IV is controlled by its general partner, BRS & Co. IV,
L.L.C. (“Fund IV UGP”), which is controlled by the Managing Partners. The Managing Partners
are (directly or indirectly) the principal owners of Manager IV. Each Adviser is subject to the
Advisers Act pursuant to BRS Management’s registration in accordance with SEC guidance. This
Brochure also describes the business practices of each Adviser, which operates as a single advisory
business together with BRS Management.