Vestar Capital Partners LLC (the “Management Company”), a registered investment
adviser, is a New York general partnership. The Management Company and its affiliated
investment advisers provide investment advisory services to investment funds privately offered to
qualified investors in the United States and elsewhere. The Management Company commenced
operations in 1993.
The Management Company’s clients include the following (each, a “Fund,” and
collectively, the “Funds”):
• Vestar Capital Partners V, L.P. • Vestar Capital Partners VI-A, L.P.
• Vestar Capital Partners V-A, L.P. • Vestar Executives VI, L.P.
• Vestar Capital Partners V-B, L.P. • Vestar Co-Invest VI, L.P.
• Vestar Executives V, L.P. • Vestar Investors VI, L.P.
• Vestar Co-Invest V, L.P. • Vestar Capital Partners VII, L.P.
• Vestar Investors V, L.P. • Vestar Capital Partners VII-A, L.P.
• Vestar Capital Partners VI, L.P. • Vestar Executives VII, L.P.
Vestar Co-Invest V, L.P., Vestar Investors V, L.P. Vestar Co-Invest VI, L.P., and Vestar
Investors VI, L.P. are collectively hereinafter referred to as the “Vestar Co-Invest Funds.” Vestar
Executives V, L.P., Vestar Executives VI, L.P. and Vestar Executives VII, L.P. are collectively
hereinafter referred to as the “Vestar Executive Funds.” Vestar Capital Partners V, L.P., Vestar
Capital Partners V-A, L.P., and Vestar Capital Partners V-B, L.P. are collectively hereinafter
referred to as the “Vestar V Funds.” Vestar Capital Partners VI, L.P. and Vestar Capital Partners
VI-A, L.P. are collectively hereinafter referred to as the “Vestar VI Funds.” Vestar Capital
Partners VII, L.P. and Vestar Capital Partners VII-A, L.P are collectively referred to herein as the
“Vestar VII Funds.” The Funds, together with future private investment funds to which the
Management Company or its affiliates provide investment advisory services, are collectively
hereinafter referred to as “Private Investment Funds.” In addition, Vestar also manages vehicles
that were formed to allow certain investors to invest in certain portfolio company investments
made by the Funds (such vehicles are collectively hereinafter referred to as the “Vestar Co-Invest
Vehicles”). To the extent applicable, references herein to the Funds or the Private Investment
Funds are deemed to include the Vestar Co-Invest Vehicles. The Management Company also may
form special purpose vehicles and alternative investment vehicles not listed herein.
The following general partner entities are affiliated with the Management Company:
• Vestar Associates V, L.P. • Vestar Managers VI Ltd.
• Vestar Managers V Ltd.
• Vestar Associates VI, L.P.
• Vestar Managers VII LLC
• Vestar Associates VII, L.P.
(each, a “General Partner” and, together with the Management Company and their
affiliated entities, “Vestar”).
Each General Partner is subject to the Advisers Act pursuant to the Management
Company’s registration in accordance with SEC guidance. This Brochure also describes the
business practices of the General Partners, all of which, together with the Management Company,
operate as a single advisory business.
Interests in the Funds are privately offered to qualified investors in the United States and
elsewhere. The Funds and any other Private Investment Funds that may be formed by Vestar at a
later date are expected to invest through negotiated transactions in operating entities, generally
referred to herein as “portfolio companies.” Vestar’s investment advisory services to Private
Investment Funds consist of identifying and evaluating investment opportunities, negotiating the
terms of and consummating 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. Where such investments consist of
portfolio companies, the senior principals or other personnel of Vestar typically serve on such
portfolio companies’ respective boards of directors. In addition, such senior principals or other
personnel, when deemed necessary or appropriate serve as officers of or consultants to such
portfolio companies, and may otherwise act to influence control over management of portfolio
companies in which Private Investment Funds have invested. If deemed necessary or appropriate
by Vestar, such senior principals or other personnel of Vestar are compensated directly by the
portfolio company to whom they are providing services.
Vestar’s advisory services for Private Investment Funds are detailed in the applicable
private placement memorandum or other offering document, in each case as supplemented from
time to time (each, a “Memorandum”) and limited partnership or similar governing agreements
(each, a “Limited Partnership Agreement” and together with the Memorandum, the “Governing
Documents”) and are further described below under “Methods of Analysis, Investment Strategies
and Risk of Loss.” Investors in Private Investment Funds participate in the overall investment
program for the applicable fund, but Investors may be excused from a particular investment due
to legal, regulatory, or other agreed-upon circumstances pursuant to the relevant Limited
Partnership Agreement. The Funds or Vestar may enter into side letters or similar agreements
with certain investors that have the effect of establishing rights under or altering or supplementing
the terms of the relevant Fund’s Limited Partnership Agreement.
Additionally, Vestar provides (or agrees to provide) certain investors or other persons,
including Vestar’s personnel and/or certain other persons associated with Vestar (to the extent not
prohibited by the applicable Limited Partnership Agreement) co-investment opportunities
(including the opportunity to participate in Vestar Co-Invest Vehicles) that will invest in certain
portfolio companies alongside a Private Investment Fund. Such Vestar Co-Invest Vehicles’
investments typically involve investment and disposal of interests in the applicable portfolio
company at the same time and on substantially the same terms as the Private Investment Fund
making the investment. However, for strategic and other reasons, a Vestar Co-Invest Vehicle may
purchase a portion of an investment from a Private Investment Fund. Any such purchase from a
Private Investment Fund by a Vestar Co-Invest Vehicle generally occurs shortly after the Private
Investment Fund’s completion of the investment to avoid any changes in valuation of the
investment, and in connection with such purchase, Vestar will follow the procedures set forth in
its Compliance Manual relating to “Principal Transactions.” Where appropriate, and in Vestar’s
sole discretion, Vestar is authorized to charge interest on the purchase to the co-investor or co-
invest vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and
to seek reimbursement to the relevant Fund for related costs, subject to negotiations with such co-
investors. However, to the extent such amounts are not so charged or reimbursed, they generally
will be borne by the relevant Fund.
As of December 31, 2023, Vestar managed $3.2 billion in client assets on a discretionary
basis. The owner of the Management Company is Vestar Management Corporation II, a
corporation whose sole stockholder is Daniel S. O’Connell.