A. HEP Partners, LLC (the “Adviser” or “we”, “our” or “us”) is a private equity firm located in
Dallas, Texas that was formed in 2012. The Adviser provides investment advisory,
management, supervisory and other services on a discretionary basis to affiliated private
investment limited partnerships making privately negotiated equity and equity-related
investments (each, a “Fund”, and together, the “Funds”). Our investment advice is provided in
accordance with the investment objectives, strategies, guidelines, restrictions and limitations
set forth in the applicable governing and offering documents of each Fund including
subscription documents, partnership agreements, side letters, investment management
agreements and capital call notices (with respect to each Fund, the “Governing Documents”),
and the information in this brochure is qualified in its entirety with respect to each Fund by the
information set forth in its Governing Documents.
We do not act as general partner of any Fund; rather, certain of our affiliates act as general
partners of the Funds (the “General Partner” or collectively, the “General Partners). The
General Partners are under common control with the Adviser and have substantially the same
personnel and/or equity owners as the Adviser (directly or indirectly). The General Partners
were or are formed for tax, regulatory or other purposes in connection with the organization of
the Funds and operate as a single advisory business together with the Adviser. Where the
context otherwise requires, any reference to “we,” “us,”, “our” or “Adviser” in this brochure
includes any applicable General Partners, where and as applicable.
The Adviser is owned and controlled by Thomas O. Hicks (the “Principal”).
B. Our investment advisory and management services consist of, among other things,
investigating, researching, identifying and evaluating investment opportunities, structuring,
negotiating, and making investments on behalf of the Funds, managing and monitoring the
performance and operations of such investments, and disposing of such investments (including
establishing each Fund's investment objective and selecting and making portfolio investment(s)
according to such Fund's specific investment objective and strategy, as described in the
applicable Governing Documents). The investment activity of the Adviser generally focuses
on acquisitions with the following criteria: (i) an attractive valuation; (ii) situations in which
the opportunity exists to form a strong operating partnership with a talented management team;
(iii) situations where the Adviser believes it has a proprietary investment angle given its prior
investments or relevant industry expertise; and (iv) a compelling growth story.
The Adviser seeks
to identify acquisition opportunities in an area of the market known as “the
middle market”. Although every firm defines the middle market differently, the Adviser seeks
transactions ranging in enterprise value from $5 million to $200 million or more. The Adviser
believes that this segment of the private equity market is attractive given the fact that it is often
overlooked by private equity firms with significant amounts of capital under management,
which makes such middle market acquisitions of insufficient size. The Adviser also believes
the middle market is an attractive segment into which to invest given the opportunities to: (i)
recruit, using the Adviser’s network, more qualified and talented operating executives; (ii)
secure bank financing that such companies could not otherwise secure on their own; (iii) make
acquisitions that target companies would otherwise be unable to make; and (iv) enhance target
companies’ business practices as they pertain to operating and financial initiatives. For more
information, see Item 8 below.
C. We provide investment advice and services to each Fund in accordance with the investment
objective, strategies, policies, guidelines, terms, conditions, procedures and limitations set forth
in the applicable Governing Documents, and not in accordance with the individual needs or
objectives or strategies of any particular investor in such Fund. Investors generally are not
permitted to impose restrictions or limitations on the Adviser’s management of the Funds. In
general, each Fund is organized and established by an affiliate of the Adviser to invest or
acquire interests in a single portfolio company.
Notwithstanding the foregoing, the General Partners have entered into, and may from time to
time in the future enter into, side letter agreements or similar agreements or arrangements
(commonly referred to as “side letters”) with certain investors in such Funds that have the effect
of establishing rights or terms under, or altering, modifying, changing, waiving, adjusting or
supplementing the terms of, the Governing Documents of such Funds in respect of such
investors. Among other things, side letters entitle or may entitle an investor in a Fund to lower
or more beneficial fees, information or transparency rights or benefits, most favored nations
status, notification rights or terms or provisions necessary or advisable in light of or as a result
of particular legal, regulatory, self-regulatory, administrative, public policy, or internal policy
considerations of or related to an investor and/or other preferential or beneficial rights and
terms.
D. As of December 31, 2023, the Adviser had approximately $327,351,666 in regulatory assets
under management, all of which were managed on a discretionary basis.