General Description of Advisory Firm
Topspin Management Company LBO, LLC, a Delaware limited liability company (“Topspin
Management I”), was formed in 2007 to be the management company for Fund I (as defined
below). Topspin Management Company II, LP (“Topspin Management II”) was formed in 2014
to be the management company for Topspin Consumer Partners I (as defined below) and Topspin
Management Company III, LP (“Topspin Management III”) was formed in 2019 and is the
management company for Topspin Consumer Partners II and Topspin Consumer Partners III (as
defined below). Topspin Management I, Topspin Management II and Topspin Management III
are: (i) under common control; (ii) generally operated as a single business; (iii) registered with the
SEC as investment advisers in an “umbrella” registration in accordance with SEC guidance under
the Advisers Act; and (iv) are referred to collectively herein as “we”, the “Firm” or “Topspin”. The
principal owners of Topspin are Leigh Randall, Stephen Parks, Ojas Vahia and Leo A. Guthart
(the “Principals”).
Topspin provides investment management and administrative services to certain private
investment funds generally organized in four parallel fund groups as follows:
• Topspin Partners LBO, LP, Topspin Offshore LBO, LP and Topspin Associates LBO,
LP (Topspin Associates LBO, LP, together with Topspin Partners LBO, LP and
Topspin Offshore LBO, LP, collectively “Fund I”), and Topspin Partners LBO GP,
LLC, a Delaware limited liability company, acts as the general partner to Fund I.
• Topspin Partners II, LP, Topspin Partners II Offshore, LP and Topspin Associates II,
LP (Topspin Associates II, LP, together with Topspin Partners II, LP and Topspin
Partners II Offshore, LP, collectively, “Topspin Consumer Partners I”), and Topspin
Partners II GP, LP, a Delaware limited partnership, acts as the general partner to
Topspin Consumer Partners I.
• Topspin Partners III, LP, Topspin Partners III Offshore, LP and Topspin Associates III,
LP (Topspin Associates III, LP, together with Topspin Partners III, LP and Topspin
Partners III Offshore, LP, collectively, “Topspin Consumer Partners II”) is the follow-
on fund to Topspin Consumer Partners I. Topspin Partners III GP, LP, a Delaware
limited partnership, acts as the general partner to Topspin Consumer Partners II.
• Topspin Consumer Partners III, LP, Topspin Consumer Partners III Offshore, LP and
Topspin Consumer Associates III, LP (Topspin Consumer Associates III, LP, together
with Topspin Consumer Partners III, LP and Topspin Consumer Partners III Offshore,
LP, collectively, “Topspin Consumer Partners III”) and Topspin Consumer Partners III
GP, LP, a Delaware limited partnership, acts as the general partner to Topspin
Consumer Partners III.
Fund I, Topspin Consumer Partners I, Topspin Consumer Partners II and Topspin Consumer
Partners III are each referred to herein as a “Fund,” and, collectively, the “Funds.”
In addition, Topspin LBO SPV GP, LP, a Delaware limited partnership, acts as general
partner of Topspin LBO SPV, LP, a Delaware limited partnership (the “SPV Fund”), which was
formed to make follow-on investments in certain Fund I portfolio companies. Unless otherwise
noted or indicated by the context, references throughout this Brochure to “Fund” or “Funds” are
generally intended to include the SPV Fund.
Each of the Fund I, Topspin Consumer Partners I, Topspin Consumer Partners II and
Topspin
Consumer Partners III groups may also include additional parallel funds, which generally invest in
assets side-by-side on a pro rata basis (based upon capital commitments made to each) with
the applicable Fund group.
Generally, such parallel funds are established to accommodate specific tax, legal or similar
issues impacting certain types of investors. For the avoidance of doubt, each Fund group is a
collection of parallel funds. Each parallel fund will invest in each portfolio company and bear
expenses pro rata in proportion to such parallel fund’s aggregate commitments in the context of its
Fund group. Where appropriate, references herein to a “Fund” and to a Fund’s “limited partners”
respectively include all parallel funds in the applicable Fund group and their limited partners.
Description of Advisory Services
The Funds invest primarily in equity of small to middle-market buyouts and growth equity
investments. Topspin provides investment management and administrative services only to the
Funds. Topspin provides investment advice to each of the Funds in accordance with its particular
investment objectives and not individually to Fund investors. Topspin does not offer customized
services for the parallel funds within each Fund structure.
Topspin’s investment advisory services to any Fund are tailored in accordance with such
Fund’s investment strategy and parameters as set forth in the applicable private placement
memorandum (or other applicable disclosure documents), partnership agreement (or similar
agreement) and investment management agreement (collectively, the “Governing Documents”).
These services generally include sourcing, evaluating, negotiating and overseeing investments,
including monitoring the performance of portfolio companies and advising as to disposition
opportunities. Where such investments consist of portfolio companies, the Principals or other
personnel of Topspin or its affiliates generally serve on such portfolio companies’ respective
boards of directors or otherwise act to influence management of portfolio companies held.
As further discussed under Item 8 and Item 11, from time to time, the general partner of a
Fund may offer certain investors or other persons the opportunity to co-invest. In the event that a
general partner determines that a co-investment opportunity is available, the general partner will
determine in its sole discretion the limited partners and/or other investors that will be offered an
opportunity to participate. In choosing co-investors, which may include Fund limited partners or
other investors, a Fund general partner will take into account, e.g., whether a potential co-investor
provides the Fund with investment opportunities, operating capabilities or other strategic or
competitive opportunities or advantages which may not otherwise be present. Such general partner
will also determine, in its sole discretion, the amount that may be co-invested by each such co-
investor. The terms of any co-investment will be as determined by the pertinent Fund general
partner and any such participating co-investor.
The Funds are currently deploying capital and therefore seek, evaluate and consummate new
investments as well as look for appropriate opportunities to exit investments.
Assets Under Management
As of December 31, 2023, the Firm had approximately $ 457,020,732, in regulatory assets
under discretionary management.