Structure; History and Ownership
Capital Partners Holdings, Inc. (referred to in this Brochure as “Capital Partners” or “the Firm”) is a private
equity investor, manager and adviser with its principal place of business in Norwalk, Connecticut. Brian D.
Fitzgerald founded the Firm in 1982. Today, Capital Partners and the Relying Advisors (as defined below)
are principally owned and managed by Robert S. Tucker and Mark D. Allsteadt (the “Managing Partners”)
and Brian D. Fitzgerald (“Chairman” or “Founder”). In September 2020, Capital Partners, a name used
since the Firm’s founding, rebranded to Heartwood Partners. The Firm believed “Capital Partners” had
become a generic component of many other private equity firms’ names and Heartwood Partners better
exemplified the lower-debt, cash-yield investment approach the Firm executes. Other than the rebranding,
all other Firm activities remain the same.
Capital Partners and its affiliates have formed Capital Partners Private Equity Income Fund, L.P. (“Fund I”),
Heartwood Partners II, L.P. (“Fund II”), and Heartwood Partners III, L.P. (“Fund III”) and together with
Fund I, Fund II, Fund III and any additional pooled investment vehicles sponsored by Capital Partners or its
affiliates, the “Funds”) which primarily make control equity and equity-related investments in small and mid-
sized private companies. The general partner of Fund I is Capital Partners Private Equity Income Fund, LLC,
a Delaware limited liability company (the “Fund I General Partner”). Capital Partners filed certificates of
cancellation with the State of Delaware to voluntarily dissolve Fund I and the Fund I General Partner as of
December 31, 2020. The General Partner of Fund II is Heartwood Partners II GP, LLC, a Delaware limited
liability company (the “Fund II General Partner”) and the General Partner of Fund III is Heartwood Partners
III GP, LLC, a Delaware limited liability company (“Fund III General Partner” and together with the Fund I
General Partner and Fund II General Partner the “General Partners”). The Fund II General Partner has
delegated management authority over Fund II’s portfolio to Heartwood Manager II, LLC, a Delaware limited
liability company
(the “Fund II Investment Adviser”). The Fund III General Partner has delegated
management authority over Fund III’s portfolio to Heartwood Manager III, LLC, a Connecticut limited
liability company (“Fund III Investment Adviser”). The General Partners, the Fund II Investment Adviser
and the Fund III Investment Adviser (collectively, the “Relying Advisors”) conduct a single advisory
business with Capital Partners. Collectively, the Firm, the General Partners and the Relying Advisors are
referred to in this Brochure as “we” or “us.”
Type of Advisory Services
We provide discretionary investment management services to the Funds and to various acquisition vehicles
through which the Funds and co-investors pool their capital to invest in portfolio companies (“co-
investment vehicles” and collectively with the Funds, our “clients”). We generally provide investment
advice with respect to equity and equity-related investments in private companies, although we may advise
our clients regarding investments in debt if appropriate under the circumstances.
Our clients do not generally offer their interests to the public. Such interests are only offered in private
placements to qualified investors. The terms of such offerings and the investments themselves are described
in each client’s offering documents.
Impersonalized Investment Advice
We do not tailor our investment strategy to the needs of individual investors. Our clients and the Funds’
investors may include taxable and tax-exempt entities and persons, or entities organized in various
jurisdictions. Conflicts of interest may therefore arise in connection with decisions that may be more
beneficial for one type of client or investor than another. In selecting investments appropriate for our clients,
we consider the investment objectives of the applicable client as a whole, not the investment objectives of
such client’s individual investors.
Assets Under Management
As of December 31, 2022, we managed approximately $1,161,400,000 of client assets on a discretionary
basis. We do not manage any client assets on a non-discretionary basis.