Housatonic Partners Management Co., Inc. (“HPMC”), a Delaware C Corporation formed in December
2007 and Housatonic Management Company, Inc. (“HMCI”), a Massachusetts S Corporation formed in
December 1998 (collectively “Housatonic”) each provide discretionary investment advisory services to a
number of private investment funds (the “Funds” or “Advisory Clients”).
HPMC and HMCI collectively conduct a single advisory business and Housatonic is filing a single
Brochure in reliance on the position expressed in the SEC no action letter dated January 18, 2012. As such,
Housatonic has aggregated its responses to the questions posed in this Brochure so that its responses refer
to, and include all information concerning, both HMCI as filing adviser and HPMC as relying adviser.
Housatonic is a private equity firm which primarily provides advice on and manages investments in buyout
and recapitalization transactions involving middle market businesses. The only advisory clients of
Housatonic are the Funds.
The principal owners of HPMC are Mark G. Hilderbrand, Joseph M. Niehaus, and Barry D. Reynolds
(collectively, the “Principals”); no persons principally own HMCI as no individual's ownership exceeds
25%.
Housatonic provides discretionary investment advisory services to the following Funds, each of which is a
Delaware limited partnership:
Housatonic Equity Investors II L.P.;
Housatonic Equity Investors IIA L.P.;
Housatonic Equity Investors SBIC L.P.;
Housatonic Equity Investors IV L.P.;
Housatonic Equity Investors V L.P.;
Housatonic Equity Investors VI L.P.;
Housatonic Equity Affiliates IV L.P.;
Housatonic Equity Affiliates V L.P;
Housatonic Equity Affiliates VI L.P.
Housatonic Equity Investors VII, L.P.
Housatonic Equity Affiliates VII, L.P.
Housatonic IV CF, L.P. (the “Continuation Fund”) and
Housatonic CF II, L.P. (the “Continuation Fund II”)
The Funds are not registered under the Investment Company Act of 1940, as amended (the “Investment
Company Act”), and the securities of the Funds are not registered under the Securities Act of 1933, as
amended (the “Securities Act”).
Affiliates of Housatonic serve as the general partners or managers of the Funds (as applicable) (the
“Affiliated General Partners”). Each of the Affiliated General Partners is a related person of Housatonic
and is under common control with Housatonic. While each Affiliated General Partner retains management
authority over the business and affairs, including investment decisions, of its respective Fund, Housatonic
has been delegated the role of investment adviser. The Affiliated General Partners and their employees and
personnel will be subject to the Investment Advisers Act of 1940 (the “Advisers Act”) and rules thereunder,
and to all of Housatonic’s compliance policies and procedures. Each of the personnel of the Affiliated
General Partners will be deemed “persons associated with” Housatonic (as that term is defined in section
202(a)(17) of the Advisers Act) and will be subject to SEC examination. As such, references to Housatonic
in this Brochure should also be considered references to the Affiliated General Partners (and vice versa) in
the appropriate context.
Each
Fund is governed by a limited partnership agreement, or an operating agreement (each, a “Fund
Agreement”) that specifies the specific investment guidelines and investment restrictions applicable to the
Fund. In certain cases, the private placement memoranda prepared for the investors of the Funds also
contain information regarding the intended investment program for such Fund. Housatonic, together with
the Affiliated General Partners, provides investment management and administrative services to the Funds
in accordance with the applicable Fund Agreements, private placement memoranda and other offering
materials.
The investors in the Funds (“Investors”) are primarily “qualified purchasers” (as defined in the Investment
Company Act) and/or “accredited investors” (as defined in Regulation D under the Securities Act).
Housatonic generally has broad and flexible investment authority with respect to the Funds. Each Fund’s
investment objective and strategy is set forth in a confidential private placement memorandum. All
Investors in the Funds are provided with a confidential private placement memorandum and are urged to
carefully review those documents.
Housatonic seeks to focus on industries which Housatonic believes have superior economic characteristics
and in which the investment professionals have prior experience. Specifically, Housatonic will seek to
target industries and companies with high internal growth rates and high returns on tangible capital. As a
result, Housatonic will invest in companies with leadership positions in growing market niches in the
recurring services, media and communications industries.
As noted above, the clients of Housatonic are the Funds. Housatonic tailors its investment advice to each
Fund in accordance with the Fund’s investment objectives and strategy as set forth in the relevant Fund
Agreement and confidential private placement memorandum. Housatonic typically does not tailor its
advisory services to the individual needs of Investors and, except as noted below, does not accept any sort
of investment restrictions from Investors as it relates to the Funds.
The Investors in each Fund are able to negotiate the terms of the applicable Fund Agreement in connection
with their investments in such Fund. In certain cases, the Affiliated General Partners have, and may in the
future, enter into side letter agreements with certain Investors in a Fund establishing rights under, or
supplementing or altering the terms of, the applicable Fund Agreement. Such rights and privileges may not
be available to other Investors (including without limitation, transparency rights, reporting rights, capacity
rights, approval rights and certain other protections and the right to receive certain special allocations).
Once invested in a Fund, Investors generally cannot impose additional investment guidelines or restrictions
to such Fund.
Housatonic does not participate in wrap fee programs.
As of December 31, 2023 Housatonic calculated its regulatory assets under management for the Funds of
$1,368,450,615 that is managed on a discretionary basis. Housatonic does not currently manage any client
assets on a non-discretionary basis.