WestView Capital Management LLC (formerly, WestView Capital Management Company, Inc.),
WVCP Management, LLC, WVCP Management V, LLC, WestView Capital Management III, L.P.,
WestView Capital Management IV, L.P. and WestView Capital Management V, L.P. (collectively,
“WestView”), manage private equity funds that invest in operating companies, namely WestView
Capital Partners III, L.P. (“Fund III”), WestView Capital Partners IV, L.P. (“Fund IV”), and
WestView Capital Partners V, L.P. (“Fund V,” and collectively with Fund III and Fund IV, the
“Funds”). All WestView entities are organized or formed under the laws of Delaware. WestView
has the responsibility and authority for the selection of investments and management of the
Funds. The Funds are structured as limited partnership pooled investment vehicles, in which the
investors purchase limited partnership interests in private placement transactions and become
limited partners of a Fund. A WestView entity serves as the general partner of each Fund.
WestView also refers to the Funds herein as the “Clients”.
WestView Capital Management Company, Inc. was formed in 2004 as a Delaware corporation,
and in May 2023, converted to a Delaware limited liability company and was renamed WestView
Capital Management LLC. The owners of WestView Capital Management LLC are Jonathan
Hunnicutt (“Mr. Hunnicutt), Matthew Carroll (“Mr. Carroll”) and WestView Parent, Inc. (“WV
Parent”). Mr. Hunnicutt and Mr. Carroll each own 25% of the outstanding units of WestView
Capital Management LLC, while Carlo von Schroeter (“Mr. von Schroeter”) and Richard Williams
(“Mr. Williams) each own 50% of the outstanding shares of WV Parent, which owns the
remaining 50% of WestView Capital Management LLC. WVCP Management, LLC was formed in
2004 and serves as the general partner of WestView Capital Management III, L.P. (formed in
2013 to serve as general partner of Fund III), and WestView Capital Management IV, L.P. (formed
in 2017 to serve as general partner of Fund IV). WVCP Management V, LLC was formed in 2022
and serves as the general partner of WestView Capital Management V, L.P. (formed in 2022 to
serve as general partner of Fund V). The principal owner of WVCP Management, LLC and WVCP
Management V, LLC is WestView Capital Management LLC. Mr. Hunnicutt, Mr. Carroll and WV
Parent are each principal owners of each of WestView Capital Management III, L.P., WestView
Capital Management IV, L.P. and WestView Capital Management V, L.P.
The investment advice provided by WestView is generally limited to private equity investments.
Such investments are further subject to the investment restrictions set forth in the governing
documents (including side letter agreements with certain investors) of a particular Fund.
WestView’s provision of investment advice to each Client is governed exclusively by the terms
of the applicable organizational documents, generally an offering memorandum, governing
documents and subscription agreement. All discussions in this Brochure of the terms,
investment strategies, fees and risks applicable to a Client are qualified in their entirety by
reference to the applicable organizational documents.
WestView has approximately $2,061,538,790 in discretionary regulatory assets under
management as of December 31, 2023.
Item 5: Fees and Compensation
WestView receives management fees from the limited partners of each of the Clients as
compensation for the investment advice and administrative services it provides to the Clients.
Under the governing documents of each of the Clients, none of the limited partners of the Clients
have special economic rights, including the right to pay a special or discounted management fee.
WestView is paid an annual management fee based on the committed capital of the Clients during
the investment period. Each Client has entered into a management agreement with WestView
Capital Management LLC, pursuant to which management fees collected by such Client are paid
to WestView Capital Management LLC. Thereafter, WestView is paid an annual management fee
based on invested capital. The management fee is paid quarterly in advance and is not negotiable
by limited partners of the Clients. See also Item 6.
Item 6: Performance Fees and Side-by-Side Management
A WestView entity (generally the general partner of the applicable Client) receives performance
fees or “carried interest” with respect to the vehicles it manages. For each Client, the general
partner is entitled to receive carried interest with respect to each investment made by such
Client, which is generally equal to a percentage of the distributed capital with respect to such
investment after the return of invested capital and a preferred return.
Pursuant to the governing documents of the Clients, WestView is required to make all investment
opportunities that come to its attention available to a Client. However, the general partner of a
Client has discretion to (i) withhold opportunities that it reasonably believes are not within the
purposes of a Client’s investment strategy; (ii) withhold opportunities in which WestView and
its affiliates have previously invested, prior to admitting investors to a Client; (iii) withhold
opportunities in which an existing Client has a pre-existing interest; and (iv) make an
opportunity available exclusively to a particular Client, or to allocate such opportunity amongst
multiple Clients. All such determinations by a Client’s general partner are subject to the approval
of the applicable Client’s limited partner advisory board (each, an “Advisory Board”). The
Advisory Boards of the Clients each consist of representatives of the limited partners of the
applicable Client. Members of an Advisory Board are appointed and can be removed by the
general partner of such Client. No affiliates of WestView sit on any of the Advisory Boards. The
duties of the Advisory Boards generally include reviewing and approving potential conflicts of
interest submitted by a Client’s general partner and reviewing valuation methodologies
employed by a Client’s general partner.
Item 7: Types of Clients
WestView provides investment advice and portfolio management to its Clients, the three Funds.
The Funds’ investors are generally individual investors that meet the “accredited investor”
standard, sophisticated institutional investors, corporate pension plans, profit sharing plans,
college endowments, fund of funds, pooled investment vehicles, public employee deferred
compensation plans and trusts.
Item 8: Methods of Analysis, Investment Strategies, and Risk of Loss
Methods of Analysis; Investment Strategy
WestView focuses on middle-market companies which have demonstrated both consistency and
growth in their historical financial performance. WestView targets opportunities in the business
services, software, IT services, healthcare technology and outsourcing, growth industrial, and
consumer sectors.
Each of the Funds invests in both control and non-control transactions. In non-control
transactions, a Fund’s investment, often together with capital from senior or mezzanine debt
sources, may be used to fund recapitalizations and liquidity payments to existing owners and/or
acquisitions or other expansion needs. A Fund’s investments in these situations may often take
the form of preferred stock or subordinated debt with attached equity that may be senior in
ranking to retained common equity interests. These investments may also include numerous
protective provisions such as blocking rights with respect to major corporate events such as the
sale or merger of the company, the issuance of debt or equity capital, dividend payments or asset
sales. These investments may also include mandatory redemptions; put rights, accruing
dividends and a wide variety of other shareholder rights.
Each of the Funds also invests in control transactions. In these transactions a Fund may be
flexible in owning less than 90% to 100% of its companies and may often seek to invest in
securities that have seniority over retained common equity interests. These control investments
may be used to fund buyouts and recapitalizations of existing ownership and/or to fund
acquisition and expansion needs of a Fund’s portfolio company.
Material Risks
Participation in the Funds requires the ability and willingness to accept high risks and lack of
liquidity. The Funds are subject to restrictions on transferability and resale and will not be able
to be transferred or resold except as permitted under the Securities Act of 1933, as amended,
and, the applicable state securities laws, pursuant to registration or exemption.
All types of investing involve a certain amount of risk, including the loss of invested funds.
Investors in the Fund should be prepared to bear the loss of their entire investment including
specific risks of loss associated with the investment in private equity securities. These include
but are not limited to:
• Long-term Holding Risk: The holding periods for the Funds’ investments are typically
more than three years. Thus, there may be a number of years when the only income from
a WestView Fund, if any, is interest income from its temporary investments. Because
income in such situations is generally not expected to be significant, operating expenses
may exceed income during that period.
• Liquidity Risk: The Funds generally invest in private companies, the shares of which are
not publicly traded. Unless a portfolio company subsequently succeeds in obtaining
approval from the relevant authorities to list its shares on a recognized exchange, this
avenue to liquidity will not be available to WestView, which must then rely on other
means to achieve liquidity. In addition, the Funds may be precluded from selling its
shares in a public portfolio company for some time after such portfolio company’s initial
public offering.
• Leverage: Use of leverage may increase the exposure to adverse economic factors such
as significantly rising interest rates, downturns in the economy or deterioration in the
condition of any given portfolio company or its industry. In the event a portfolio company
is unable to generate sufficient cash flow to meet principal and interest payments on its
third-party indebtedness, the value of the Fund’s investment in such company can be
significantly reduced or even eliminated.
• Limited Number of Investments: The Funds participate in a limited number of portfolio
investments and, as a consequence, the aggregate return of the Funds can be substantially
adversely affected by the unfavorable performance of
even a single portfolio investment.
• Limited Transferability of Interests: Limited partnership interests in a Fund are highly
illiquid, have no public market and are not transferable except with the consent of the
general partner of a Fund. Voluntary withdrawals from the Funds by investors are not
permitted except under certain limited circumstances, generally relevant only with
respect to investors subject to ERISA.
• Dependence on General Partners: The limited partners of the Funds have no right or
power to participate in the management of the Funds. The limited partners of a Fund
must rely on that Fund’s general partner and its investment professionals to make
investment decisions consistent with a Fund’s investment objectives and policies,
negotiate and structure a Fund’s investments, administer, monitor and add value to the
portfolio companies and dispose of such investments. The success of the Funds depends
significantly on WestView’s investment professionals.
• Highly Competitive Markets for Investments: The business of identifying, negotiating,
acquiring, monitoring, managing and selling investments is highly competitive, and
involves a high degree of uncertainty. The Funds encounter competition from other
persons or entities with similar investment objectives. These competitors may include
other investment partnerships, corporations, business development companies,
leveraged buyout entities, small business investment companies, and individual
investors.
• Reliance on Portfolio Company Management: Although the Funds intend to invest in
companies with strong and stable management, there is no assurance that the existing
management team of a portfolio company, or any new management team, is able to
operate such company successfully. Furthermore, although the performance of each
portfolio company is monitored, it is primarily the responsibility of company
management to operate the business on a day-to-day basis.
• Taxation: Certain risks related to an investment in the Funds are discussed in the offering
memoranda of each of the Funds. Investors are urged to consult their own tax advisors
with respect to their own tax situations and the effect of an investment in a Fund.
• Potential Forfeiture of Limited Partner’s Interest: Substantial penalties may be
imposed upon a limited partner of a Fund that fails to make any installment payment of
its capital commitment, unless payment of that installment would be unlawful because of
new laws or regulations applicable to that limited partner.
• General Partner’s Interest: The capital commitment of a general partner to a Fund
represents only a small portion of such Fund’s aggregate capital commitments.
Distributions of portfolio profits to limited partners of a Fund may be proportionally less
than those corresponding to their aggregate capital commitments, and distributions of
portfolio profits to the general partner of such Fund may be proportionally greater than
those corresponding to its capital commitment. The right of a general partner of a Fund
to its carried interest may create an incentive for the general partner to make
investments that may be more risky or speculative than otherwise.
• Force Majeure Events: The Funds’ portfolio companies may be affected by force majeure
events (i.e., events beyond the control of the party claiming that the event has occurred,
including acts of God, fire, flood, earthquakes, outbreaks of an infectious disease,
pandemic or any other serious public health concern, war, terrorism and labor strikes).
Some force majeure events may adversely affect the ability of a party (including a
portfolio company or a counterparty to a Fund or a portfolio company) to perform its
obligations until it is able to remedy the force majeure event. In addition, the cost to a
portfolio company of business interruption or repairing or replacing damaged assets
resulting from such force majeure event could be considerable. Certain force majeure
events (such as war or an outbreak of an infectious disease) could have a broader
negative impact on the world economy and international business activity generally, or
in any of the countries in which the Funds may invest. Additionally, a major governmental
intervention into an industry, including the nationalization of an industry or the assertion
of control over one or more portfolio companies or its assets, could result in a loss to a
Fund that has invested in that portfolio company, including if its investment in such
portfolio company is canceled, unwound or acquired (which could be without what the
Fund considers to be adequate compensation). Any of the foregoing may therefore
adversely affect the performance of a Fund and its investments.
• Pandemic Occurrences: Occurrences of epidemics or pandemics, depending on their
scale, may cause different degrees of damage to global, national and local economies.
COVID-19 (also known as novel coronavirus or coronavirus disease 2019) presents
unique, rapidly changing and hard to quantify risks. In general, it has resulted in a
significant reduction in commercial activity on a global scale that has adversely impacted
many businesses. Governments, on the national, local and state level, have instituted a
variety of measures including lockdowns, quarantines and states of emergencies, which
collectively may slow the global economy to the point where it enters a recession.
Although it is possible that the COVID-19 outbreak may be contained over a reasonable
period of time (as vaccines are approved and deployed globally), there can be no
assurance this will be the case and, in the meantime, global equity, bond and credit
markets may be adversely affected. Such disruption may adversely affect the Funds’
portfolio companies and investment returns.
• Potential Ongoing Banking Crisis: Inflation, and resulting rapid increases in interest
rates, have led to a decline in the trading values of previously issued government
securities with interest rates below current market interest rates. Certain financial
institutions holding significant positions in these government securities have
accumulated substantial unrealized losses, which has impaired or could impair the ability
of such institutions to meet customer and other liquidity needs. One such financial
institution was Silicon Valley Bank (“SVB”), which faced the prospect of a possible “run
on the bank” as depositors became concerned about the solvency of the bank and the
ability of depositors to access their funds. SVB’s position became increasingly untenable
and, on March 10, 2023, regulators shut down SVB and placed it in receivership under
the Federal Deposit Insurance Corporation (“FDIC”). Shortly thereafter, Signature Bank
was also placed in FDIC receivership. Market concern about the SVB and Signature Bank
situations, as well as the risks posed to other similar-profile banks, created the potential
for a domino effect across the U.S. banking sector, which was confronting its most
significant set of challenges since the 2008 financial crisis. If the banking sector situation
continues to deteriorate, the U.S. and/or other global economies would be adversely
affected, including the possibility of recession, the duration and severity of which are
difficult to predict. Among other things, a weakening in the macroeconomic situation
could make it more difficult for the Funds to identify and source investments; finance and
other consummate investments which are sourced or refinance existing investments; and
dispose or otherwise monetize investments at attractive valuations. In addition, it is
possible that the incidence of Fund investor capital call defaults may increase. The
cumulative effect of the foregoing could adversely impact the value of the Funds’ holdings
and overall Funds’ performance.
o SVB Banking Relationship Risk: WestView Capital Management LLC currently
has a material cash deposit account at SVB, Fund III currently has a material cash
deposit account at SVB, Fund IV currently has a material cash deposit account at
SVB and is a borrower under a credit facility with SVB, and Fund V currently has
a material cash deposit account at SVB and is a borrower under a credit facility
with SVB. In response to SVB being placed in FDIC receivership, and later being
acquired by First Citizens Bank, WestView and the Funds initiated additional
banking relationships with other banking institutions, but there can be no
assurance, that WestView or the Funds will not have a business relationship with
another bank or other financial institution that, in the future, is placed in
receivership.
o Custody Risk: If a bank has custody of Fund assets and the bank goes into
receivership, the receivership could adversely impact the safekeeping of those
assets and the ability to retrieve and secure such assets, and the Fund may
experience delayed access to deposits or other financial assets or the uninsured
loss of deposits or other financial assets. To mitigate this risk, WestView tries to
select custodians with a strong balance sheet and significant capital base by
conducting due diligence on financial stability including a review of the bank’s
financial statements, credit ratings, and any other information regarding the
bank's financial health. WestView will also, to the extent possible, diversify
custodian risk by using multiple custodians to reduce the impact of a single
custodian’s failure.
o Risk of Access to Fund Subscription Lines or Other Working Capital Facilities:
If a bank provides a Fund with a capital call subscription line or other working
capital facility and the bank goes into receivership, the availability of funds under
that line or facility could be adversely affected, which could in turn adversely
impact the Fund’s ability to consummate investments or pay Fund expenses in a
timely manner. WestView believes it can mitigate this risk by doing business with
banks that have strong balance sheets and, if it has concerns that a bank will not
be able to fund a subscription or other working capital facility, to call capital
instead from its limited partners.
Limitation of Risk Disclosures. The description of risks in this Item 8 does not purport to be a
complete enumeration or explanation of the risks involved in WestView’s investment program.
In addition, as WestView’s investment programs develop and change over time, as described in
a Fund’s offering memoranda, Clients and investors may be subject to additional and different
risk factors.