Wellspring, through its subsidiaries, provides investment advisory services to the following
privately offered funds (collectively, the “Registrant Clients”):
• Wellspring Capital Partners IV, L.P. (together with its related investment vehicles, “WCP
IV”);
• Wellspring Capital Partners V, L.P., Wellspring Capital Partners V (Parallel), L.P., its
parallel fund, Wellspring Capital Partners V (Cayman I), L.P., Wellspring Capital Partners
V (Cayman II), L.P., Wellspring Capital Partners V (Parallel) (Cayman), L.P., Wellspring
Capital Partners V (Delaware I), L.P. and Wellspring Capital Partners V (Delaware II), L.P.
(collectively and together with their related investment vehicles, “WCP V”); and
• CalPERS Wellspring V, L.P. (“CalPERS”).
WCP IV, WCP V and CalPERS are private equity funds that focus on making investments primarily
in private securities. The Registrant Clients are closed to new capital commitments. CalPERS
coinvests on a pari passu basis in the same securities and the same portfolio companies as WCP V.
These two funds share various expenses, including broken deal costs. CalPERS does not pay either
management fees or carried interest to Wellspring or its affiliates.
Wellspring provides investment advisory services to the Registrant Clients through the following
wholly-controlled subsidiaries:
• Wellspring Capital Management IV LLC (“Wellspring Management IV”), which was
formed in 2006 and provides investment advisory services to WCP IV; and
• Wellspring Capital Management V LLC (“Wellspring Management V”), which was formed
in 2009 and provides investment advisory services to WCP V.
Both Wellspring Management IV and Wellspring Management V are investment advisers that are
considered “relying advisers” of Wellspring. Pursuant to SEC guidance, relying advisers are eligible
to register with the SEC as investment advisers, but they rely on another adviser to file (and amend)
a single umbrella registration on their behalves. Accordingly, as used in this ADV Part 2A, the terms
“Registrant” and “Adviser” shall collectively refer to Wellspring, Wellspring Management IV, and
Wellspring Management V.
Registrant provides investment advisory
services for the Registrant Clients, each of which are
privately offered funds which focus primarily on making private equity investments. The Registrant
Clients may invest in non-U.S. companies and may hedge their currency risk by purchasing
protection, which may take the form of put options, collars and/or forward contracts. Registrant
provides investment advisory services in accordance with the constituent documents of each of the
Registrant Clients.
Wellspring was legally organized in 2006, but had been doing business through its predecessor
entities since 1995. Wellspring is owned by Greg S. Feldman and William F. Dawson, Jr. WCP III,
WCP IV, WCP V and CalPERS had initial capital commitments of approximately $2.9 billion, in
the aggregate. As of December 31, 2023, the value of gross invested capital and regulatory assets
under management of all Registrant Clients, each of which exclude realizations on investments prior
to such date, is approximately $477,041,738 and $900,518,098, respectively. Wellspring manages
all assets on a discretionary basis. Affiliates of Wellspring also serve as general partners of the
Registrant Clients.
In providing services to the Registrant Clients, Wellspring formulates each Registrant Client’s
investment objective, directs and manages the investment and, when applicable, reinvestment of
each Registrant Client’s assets, and provides periodic reports to the investors in each Registrant
Client. Investment advice is provided directly to the Registrant Clients and not individually to the
investors of the Registrant Clients. Wellspring manages the assets of each Registrant Client in
accordance with the terms and conditions of each Registrant Client’s constituent documents, each
of which contains certain restrictions on the types of assets in which the applicable Registrant Client
may invest. Investors and prospective investors in a Registrant Client should refer to the applicable
constituent documents for complete information on the specific terms, including investment
objectives and investment restrictions, applicable to the Registrant Client. There can be no assurance
that any of the Registrant Clients’ objectives will be achieved.