TZP Group is a private investment management firm, including registered investment
advisory entities and other organizations affiliated with TZP Management Associates, LLC, a
Delaware limited liability company (“TZP Management” and, together with such affiliated
organizations, collectively, “TZP Group”) that commenced operations in March 2007.
TZP Management, a registered investment adviser, and its affiliated investment advisers, TZP
Capital Partners GP I, LLC (“TZP Capital Fund I GP”), TZP Capital Partners GP II, L.P. (“TZP
Capital Fund II GP”), TZP Capital Partners GP III, L.P. (“TZP Capital Fund III GP”), TZP Capital
Partners GP IV, L.P. (“TZP Capital Fund IV GP”), TZP Small Cap Partners GP I, L.P. (“TZP
Small Cap Fund I GP”), TZP Small Cap Partners GP II, L.P. (“TZP Small Cap Fund II GP”), TZP
Group Investments GP, L.P. (“TZP Group Investments GP”), TZP Group Holdings GP, LLC (“TZP
Group Holdings GP”), and SBIC Partners GP I, LP (“SBIC Partners Fund I GP”) together with TZP
Capital Fund I GP, TZP Capital Fund II GP, TZP Capital Fund III GP, TZP Capital Fund IV GP,
TZP Small Cap Fund I GP, TZP Small Cap Fund II GP, TZP Group Investments GP, and TZP Group
Holdings GP and any future affiliated general partner entities, the “General Partners”), TZP Fund
Manager II, L.P. (“TZP Capital Fund II Manager”), TZP Fund Manager III, L.P. (“TZP Capital
Fund III Manager”), TZP Fund Manager IV, L.P. (“TZP Capital Fund IV Manager”), TZP Small
Cap Fund Manager I, L.P. (“TZP Small Cap Fund I Manager”), TZP Small Cap Fund Manager II,
L.P. (“TZP Small Cap Fund II Manager”), TZP Group Investments Manager, L.P. (“TZP Group
Investments Manager”), and TZP SBIC Fund Manager I, L.P. (“TZP SBIC Fund I Manager”)
together with TZP Capital Fund II Manager, TZP Capital Fund III Manager, TZP Capital Fund IV
Manager, TZP Small Cap Fund I Manager, TZP Small Cap Fund II Manager, TZP Group
Investments Manager, L.P., and the General Partners, the “Affiliated Advisers”, and the Affiliated
Advisers with TZP Management, the “Advisers”, provide investment advisory services to private
investment funds. Each Affiliated Adviser is registered under the Advisers Act pursuant to TZP
Management’s registration in accordance with SEC guidance. This Brochure also describes the
business practices of each Affiliated Adviser, which operate as a single advisory business together
with TZP Management.
TZP Capital Fund I GP has delegated the management of the business and affairs of TZP
Capital Fund I (as defined below) to TZP Management. TZP Capital Fund II GP has delegated the
management of the business and affairs of TZP Capital Fund II (as defined below) to TZP Capital
Fund II Manager. TZP Small Cap Fund I GP has delegated the management of the business and
affairs of TZP Small Cap Fund I (as defined below) to TZP Small Cap Fund I Manager. TZP Capital
Fund III GP has delegated the management of the business and affairs of TZP Capital Fund III (as
defined below) to TZP Capital Fund III Manager. TZP Capital Fund IV GP has delegated the
management of the business and affairs of TZP Capital Fund IV (as defined below) to TZP Capital
Fund IV Manager. TZP Small Cap Fund II GP has delegated the management of the business and
affairs of TZP Small Cap Fund II (as defined below) to TZP Small Cap Fund II Manager. TZP
Group Investments GP has delegated the management of the business and affairs of TZP Group
Investments (as defined below) to TZP Group Investments Manager. SBIC Partners Fund I GP has
delegated the management of the business and affairs of TZP SBIC Partners I (as defined below) to
TZP SBIC Fund I Manager.
TZP Management in turn performs such management on behalf of TZP Capital Fund II
Manager, TZP Capital Fund III Manager, TZP Capital Fund IV Manager, TZP Small Cap Fund I
Manager, TZP Small Cap Fund II Manager, TZP Group Investments Manager, and TZP SBIC Fund
I Manager. See below for a list of TZP Capital Fund I, TZP Capital Fund II, TZP Capital Fund III,
TZP Capital Fund IV, TZP Small Cap Fund I, TZP Small Cap Fund II, TZP Group Investments,
TZP Group Holdings, and TZP SBIC Partners I funds; TZP Capital Fund I, TZP Capital Fund II,
TZP Capital Fund III, TZP Capital Fund IV, TZP Small Cap Fund I, TZP Small Cap Fund II,
TZP Group Investments, TZP Group Holdings, TZP SBIC Partners I and any future private
investment fund managed by TZP Management or its advisory affiliates (each a “Fund,” and
collectively, the “Funds”). The investors of the Funds (other than the General Partners), as
applicable, are referred to herein as “Limited Partners” and the Limited Partners together with the
General Partners are referred to herein as the “Partners”. With respect to each Fund, as applicable,
the General Partner, any Limited Partner affiliated with the General Partner or its affiliates, and any
Limited Partner otherwise designated by the General Partner or its affiliates as such are referred to
herein as “Affiliated Partners” of the Fund.
The Funds are private equity funds and invest through negotiated transactions in operating
entities generally referred to herein as “portfolio companies.” The Advisers’ investment advisory
services to the 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, investments
in public companies are permitted, subject to certain limitations set forth in the applicable Fund’s
limited partnership agreement (each, a “Limited Partnership Agreement”). Where such investments
consist of portfolio companies, the senior principals or other personnel of the Advisers or their
affiliates are permitted to serve on such portfolio companies’ respective boards of directors or
otherwise act to influence control over the management of a Fund’s portfolio companies.
Additionally, as permitted by the governing documents of the Funds, the Advisers has
provided and may provide (or agree to provide) certain current or prospective investors or other
persons, including Adviser personnel and/or certain other persons associated with the Advisers
and/or their affiliates (to the extent not prohibited by the applicable Limited Partnership Agreement)
co-investment opportunities (including the opportunity to participate in co-invest vehicles that will
invest in certain portfolio companies alongside a Fund). Such co-invest vehicles typically invest
and dispose of their investments in the applicable portfolio company at the same time and on the
same terms as the Fund making the investment, subject to legal, tax, regulatory, accounting or other
similar considerations which may limit the amount and type of investment or disposition. 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 circumstances could be well after the Fund’s initial purchase, and the
Advisers reserve the right to charge interest on the purchase (or the purchase price may otherwise
be equitably adjusted under certain conditions) to compensate the relevant Fund for the holding
period, and generally will be required to reimburse 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.
TZP Capital Fund I GP, a Delaware limited liability company, is the general partner of the
following private investment funds:
TZP Capital Partners I, L.P., a Delaware limited partnership (the “TZP Capital Main
Fund I”)
TZP Capital Partners I (PIV), L.P., a Delaware limited partnership (“TZP Capital Fund I
PIV”)
Additionally, TZP Capital Fund I GP is the general partner of the following alternative
investment vehicles (the “TZP Capital Fund I Alternative Investment Vehicles”), which were
formed for the purpose of investing in certain portfolio company investments of TZP Capital Main
Fund I. The TZP Capital Fund I Alternative Investment Vehicles, together with TZP Capital Main
Fund I, TZP Capital Fund I PIV, any feeder vehicles, other alternative investment vehicles and special
purpose entities are collectively referred to herein as “TZP Capital Fund I.”
TZP Capital Partners I SP (AIV), L.P., a Delaware limited partnership
TZP Capital Partners I SP (PIV-AIV), L.P., a Delaware limited partnership
For the sake of clarity, unless otherwise indicated, references in this Brochure to “TZP Capital
Fund I” include each of the above-named private funds. While the substantial majority of the terms
of each above-named fund are the same, each of such funds was formed to suit the purposes of certain
types of investors so there are slight variations in structure and investment terms among the funds.
Investors should refer to the private fund’s Limited Partnership Agreement for specific terms with
respect to that private fund.
Further, TZP Capital Fund I GP is the manager of the following co-investment funds (the
“TZP Capital Fund I Co-Investment Vehicles”), which were formed for the purpose of investing
with TZP Capital Fund I in certain portfolio company investments of TZP Capital Fund I at the same
time and on the same terms on a pro rata basis based on relative commitment sizes of TZP Capital
Fund I and the TZP Capital Fund I Co-Investment Vehicle.
SP Investment Vehicle, LLC, a Delaware limited liability company
TZP Capital Fund II GP, a Delaware limited partnership, is the general partner of the
following private investment funds:
TZP Capital Partners II, L.P., a Delaware limited partnership (the “TZP Capital Main
Fund II”)
TZP Capital Partners II-A (Blocker), L.P., a Delaware limited partnership (“TZP
Capital Fund II-A (Blocker)”)
TZP Capital Partners II (SPV), LLC, a Cayman Islands limited liability company
(“TZP Capital Fund II SPV”)
Additionally, Spartacus Cayman GP (AIV), L.P. is the general partner of the following
alternative investment vehicles (the “TZP Capital Fund II Alternative Investment Vehicles”), which
were formed for the purpose of investing in a certain portfolio company investment of TZP Capital
Main Fund II. The TZP Capital Fund II Alternative Investment Vehicles, together with TZP Capital
Main Fund II, TZP Capital Fund II-A (Blocker), any feeder vehicles, other alternative investment
vehicles and special purpose entities are collectively referred to herein as “TZP Capital Fund II.”
Spartacus Cayman AIV-A, L.P., a Cayman Islands Exempt Limited Partnership
Spartacus Cayman AIV-B, L.P., a Cayman Islands Exempt Limited Partnership
For the sake of clarity, unless otherwise indicated, references in this Brochure to “TZP Capital
Fund II” include each of the above-named private funds. While the substantial majority of the terms
of each above-named fund are the same, each of such funds was formed to suit the purposes of certain
types of investors so there are slight variations in structure and investment terms among the funds.
Investors should refer to the private fund’s Limited Partnership Agreement for specific terms with
respect to that private fund.
Further, TZP Capital Fund II GP is the manager of each of the following co-investment funds
(collectively, the “TZP Capital Fund II Co-Investment Vehicles”), which were formed for the
purpose of investing with TZP Capital Fund II in certain portfolio company investments of TZP
Capital Fund II at the same time and on the same terms on a pro rata basis based on relative
commitment sizes of TZP Capital Fund II and the relevant TZP Capital Fund II Co-Investment
Vehicles.
Snap Investments, LLC, a Delaware limited liability company
GES Investments Holdings, LLC, a Delaware limited liability company
GES Super Parent Holdings, LLC, a Delaware limited liability company
Spartacus Investments, Ltd., a Cayman Islands Exempted Company
Pyramid Investors, LLC, a Delaware limited liability company
Kingsbridge Holding Aggregator, LLC, a Delaware limited liability company
Hylan Investor Holdings Group, LLC, a Delaware limited liability company
TZP Poseidon Holdings, LLC, a Delaware limited liability company
TZP Capital Fund III GP, a Delaware limited partnership, is the general partner of the
following private investment funds:
TZP
Capital Partners III, L.P., a Delaware limited partnership (the “TZP Capital Main
Fund III”)
TZP Capital Partners III-A (Blocker), L.P., a Delaware limited partnership (“TZP
Capital Fund III-A (Blocker)”)
Additionally, in the future, TZP Capital Fund III GP may serve as the general partner of one
or more alternative investment vehicles (any such vehicle, the “TZP Capital Fund III Alternative
Investment Vehicles”), which would be formed for the purpose of investing in a certain portfolio
company investment of TZP Capital Main Fund III. The TZP Capital Fund III Alternative Investment
Vehicles, together with TZP Capital Main Fund III, TZP Capital Fund III-A (Blocker), any feeder
vehicles, other alternative investment vehicles and special purpose entities are collectively referred
to herein as “TZP Capital Fund III.”
For the sake of clarity, unless otherwise indicated, references in this Brochure to “TZP Capital
Fund III” include each of the above-named private funds. While the substantial majority of the terms
of each above-named fund are the same, each of such funds was formed to suit the purposes of certain
types of investors so there are slight variations in structure and investment terms among the funds.
Investors should refer to the private fund’s Limited Partnership Agreement for specific terms with
respect to that private fund.
Further, TZP Capital Fund III GP is the manager of the following co-investment funds
(collectively, the “TZP Capital Fund III Co-Investment Vehicles”), which were formed for the
purpose of investing with TZP Capital Fund III in certain portfolio company investments of TZP
Capital Fund III at the same time and on the same terms on a pro rata basis based on relative
commitment sizes of TZP Capital Fund III and the relevant TZP Capital Fund III Co-Investment
Vehicles.
TZP Poseidon Holdings, LLC, a Delaware limited liability company
Dwellworks Co-Investment, LLC, a Delaware limited liability company
QE TZP Blocker Acquisition Co, LLC, a Delaware limited liability company
Bluebird Feeder, LLC, a Delaware limited liability company
TZP Rebath Aggregator, LP, a Delaware limited partnership
Saxx Investment Holdings, LP, a Delaware limited partnership
TZP Capital Fund IV GP, a Delaware limited partnership, is the general partner of the
following private investment funds:
TZP Capital Partners IV, L.P., a Delaware limited partnership (the “TZP Capital Main
Fund IV”)
TZP Capital Partners IV-A (Blocker), L.P., a Delaware limited partnership (“TZP
Capital Fund IV-A (Blocker)”)
Additionally, in the future, TZP Capital Fund IV GP may serve as the general partner of one
or more alternative investment vehicles (any such vehicle, the “TZP Capital Fund IV Alternative
Investment Vehicles”), which would be formed for the purpose of investing in a certain portfolio
company investment of TZP Capital Main Fund IV. The TZP Capital Fund IV Alternative Investment
Vehicles, together with TZP Capital Main Fund IV, TZP Capital Fund IV-A (Blocker), any feeder
vehicles, other alternative investment vehicles and special purpose entities are collectively referred
to herein as “TZP Capital Fund IV.”
For the sake of clarity, unless otherwise indicated, references in this Brochure to “TZP Capital
Fund IV” include each of the above-named private funds. While the substantial majority of the terms
of each above-named fund are the same, each of such funds was formed to suit the purposes of certain
types of investors so there are slight variations in structure and investment terms among the funds.
Investors should refer to the private fund’s Limited Partnership Agreement for specific
terms with respect to that private fund.
TZP Small Cap Fund I GP, a Delaware limited partnership, is the general partner of the
following private investment funds:
TZP Small Cap Partners I, L.P., a Delaware limited partnership (the “TZP Small Cap
Main Fund I”)
TZP Small Cap Partners I-A (Blocker), L.P., a Delaware limited partnership (the “TZP
Small Cap Fund I-A (Blocker)”)
TZP Small Cap Partners I (SPV), LLC, a Delaware limited liability company (the “TZP
Small Cap Fund SPV”)
Additionally, in the future, TZP Small Cap Fund I GP may serve as the general partner of one
or more alternative investment vehicles (any such vehicle, the “TZP Small Cap Fund I Alternative
Investment Vehicles”), which would be formed for the purpose of investing in a certain portfolio
company investment of TZP Small Cap Main Fund I. The TZP Small Cap Fund I Alternative
Investment Vehicles, together with TZP Small Cap Main Fund I, TZP Small Cap Main Fund I-A
(Blocker), any feeder vehicles, other alternative investment vehicles and special purpose entities are
collectively referred to herein as “TZP Small Cap Fund I.”
For the sake of clarity, unless otherwise indicated, references in this Brochure to “TZP Small
Cap Fund I” include each of the above-named private funds. While the substantial majority of the
terms of each above-named fund are the same, each of such funds was formed to suit the purposes of
certain types of investors so there are slight variations in structure and investment terms among the
funds. Investors should refer to the private fund’s Limited Partnership Agreement for specific terms
with respect to that private fund.
Further, TZP Small Cap Fund I GP is the manager of the following co-investment funds (the
“TZP Small Cap Fund I Co-Investment Vehicles”), which were formed for the purpose of investing
with TZP Small Cap Fund I in certain portfolio company investments of TZP Small Cap Fund I at
the same time and on the same terms on a pro rata basis based on relative commitment sizes of TZP
Small Cap Fund I and the relevant TZP Small Cap Fund I Co-Investment Vehicles.
FEG Investment Holdings, LLC, a Delaware limited liability company
TZP Btux Holdings, LLC, a Delaware limited liability company
FreshAddress Co-Investment Holdings, LLC, a Delaware limited liability company
TZP Small Cap Fund II GP, a Delaware limited partnership, is the general partner of the
following private investment funds:
TZP Small Cap Partners II, L.P., a Delaware limited partnership (the “TZP Small Cap
Main Fund II”)
TZP Small Cap Partners II-A (Blocker), L.P., a Delaware limited partnership (“TZP
Small Cap Fund II-A (Blocker)”)
Additionally, in the future, TZP Small Cap Fund II GP may serve as the general partner of
one or more alternative investment vehicles (any such vehicle, the “TZP Small Cap Fund II
Alternative Investment Vehicles”), which would be formed for the purpose of investing in a certain
portfolio company investment of TZP Small Cap Main Fund II. The TZP Small Cap Fund II
Alternative Investment Vehicles, together with TZP Small Cap Main Fund II, TZP Small Cap Fund
II-A (Blocker), any feeder vehicles, other alternative investment vehicles and special purpose entities
are collectively referred to herein as “TZP Small Cap Fund II.”
For the sake of clarity, unless otherwise indicated, references in this Brochure to “TZP Small
Cap Fund II” include each of the above-named private funds. While the substantial majority of the
terms of each above-named fund are the same, each of such funds was formed to suit the purposes of
certain types of investors so there are slight variations in structure and investment terms among the
funds. Investors should refer to the private fund’s Limited Partnership Agreement for specific terms
with respect to that private fund.
Further, TZP Small Cap Fund II GP is the manager of the following co-investment funds (the
“TZP Small Cap Fund II Co-Investment Vehicles”), which were formed for the purpose of
investing with TZP Small Cap Fund II in certain portfolio company investments of TZP Small Cap
Fund II at the same time and on the same terms on a pro rata basis based on relative commitment
sizes of TZP Small Cap Fund II and the relevant TZP Small Cap Fund II Co-Investment Vehicles.
TZP Logix Holdco, LLC, a Delaware limited liability company
Kindred Bravely Co-Investment Holdings, LLC, a Delaware limited liability company
IR Investment Holdings, LLC, a Delaware limited liability company
Force Management Co-Investment Holdings, LLC, a Delaware limited liability company
Soccer Post Co-Investment Holdings, LLC, a Delaware limited liability company
TZP Group Investments GP, a Delaware limited partnership, is the general partner of TZP
Group Investments, L.P. (“TZP Group Investments”). TZP Group Holdings GP, a Cayman Islands
limited liability company, is the general partner of a special purpose vehicle, TZP Group Holdings,
L.P. (“TZP Group Holdings”). Certain TZP Group entities have entered into a strategic
investment relationship with a strategic investor (the “Strategic Investor”) pursuant to which the
Strategic Investor has made capital available for investment by TZP Group Investments and TZP
Group Holdings with all successor funds (together, the “TZP Strategic Investor Funds”) to fund (a)
growth equity investments, (b) structured capital investments, (c) stressed capital investments, (d) a
portion of the capital commitments by TZP Group entities to TZP Capital Fund II, TZP Capital Fund
III, TZP Capital Fund IV, TZP Small Cap Fund I and TZP Small Cap Fund II (the “Subject
Funds”), (e) follow-on investments associated with companies in the Subject Funds, and/or (f) other
investments consistent with the investment mandates of the Subject Funds. The investment by the
Strategic Investor subjects the Advisers to conflicts of interest, as discussed under “Conflicts of
Interest,” below.
Further, TZP Group Investments GP is the manager of the following co-investment funds
(collectively, the “TZP Group Investments Co-Investment Vehicles”), which were formed for the
purpose of investing with TZP Group Investments in certain portfolio company investments of TZP
Group Investments and TZP Group Holdings at the same time and on the same terms on a pro rata
basis based on relative commitment sizes of TZP Group Investments, TZP Group Holdings, and the
relevant TZP Group Investments Co-Investment Vehicles.
TZP Btux Investment, LLC, a Delaware limited liability company
IR Investment Holdings, LLC, a Delaware limited liability company
TZP SBIC Partners Fund I GP, a Delaware limited liability company, is the general partner
of the following private investment funds:
TZP SBIC Partners I, L.P. a Delaware limited partnership (the “TZP SBIC Partners I”)
Additionally, in the future, TZP SBIC Partners Fund I GP may serve as the general partner
of one or more alternative investment vehicles (any such vehicle, the “TZP SBIC Partners I
Alternative Investment Vehicles”), which would be formed for the purpose of investing in a certain
portfolio company investment of TZP SBIC Partners I. The TZP SBIC Partners I Alternative
Investment Vehicles, together with TZP SBIC Partners I, any feeder vehicles, other alternative
investment vehicles and special purpose entities are collectively referred to herein as “TZP SBIC
Partners I.”
For the sake of clarity, unless otherwise indicated, references in this Brochure to “TZP SBIC
Partners I” include each of the above-named private funds. While the substantial majority of the
terms of each above-named fund are the same, each of such funds was formed to suit the purposes of
certain types of investors so there are slight variations in structure and investment terms among the
funds. Investors should refer to the private fund’s Limited Partnership Agreement for specific terms
with respect to that private fund.
The Advisers’ advisory services for the Funds are detailed in the applicable private placement
memoranda 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 a Fund participate in the overall investment program for the applicable Fund,
but in certain circumstances are excused from a particular investment due to legal, tax, accounting,
regulatory or other applicable considerations; such arrangements generally do not and will not create
an adviser-client relationship between the Advisers and any investor. The Funds have entered into
side letters or other similar agreements (“Side Letters”) with certain investors that have the effect of
establishing rights under, altering or supplementing the terms (including economic or other terms)
of the applicable Limited Partnership Agreements.
As of December 31, 2023, the Advisers managed approximately $2.404 billion in client assets
on a discretionary basis. The Advisers are controlled (within the meaning of the Advisers Act) by
Samuel L. Katz. Please refer to TZP Management’s Form ADV Part 1A for a list of TZP Capital
Fund II Manager’s, TZP Capital Fund III Manager’s, TZP Capital Fund IV Manager’s, TZP Small
Cap Fund I Manager’s, TZP Small Cap Fund II Manager’s, TZP Group Investments Manager, and
TZP SBIC Fund I Manager’s principal owners.