SFW Capital Partners, L.P., a Delaware limited partnership (“SFW” or the “Adviser”), was formed
in 2004 and began operations in 2007, and provides investment advisory services on a discretionary
basis to private equity funds. SFW is controlled by its general partner, SFW Capital Partners, UGP,
LLC, a Delaware limited liability company. SFW Capital Partners, UGP, LLC is principally owned
by Thomas P. Salice and Roger C. Freeman.
Currently, there are seventeen private equity funds that SFW manages directly or through
affiliated entities:
• SFW Capital Partners Fund, LP (“SFW Fund I”),
• SFW Capital Partners Coinvestors, LP (“SFW Coinvest Fund I”),
• SFW Capital Partners Fund II, LP (“SFW Fund II”),
• SFW Capital Partners Fund II-A, LP (“SFW Fund II-A”),
• SFW Capital Partners Coinvestors II, LP (“SFW Coinvest Fund II”),
• Grove Co-Invest, LLC (“Grove”),
• Particle Co-Invest, L.P.(“Particle”),
• SFW Particle Co-Invest, L.P. (“SFW Particle)
• Captify Co-Invest, L.P. (“Captify”),
• SFW Captify Co-Invest, L.P. (“SFW Captify”),
• Galaxy Co-Invest, L.P. (“Galaxy”),
• SFW Galaxy Co-Invest, L.P. (“SFW Galaxy”),
• SFW Capital Partners Fund III-A, L.P. (“SFW Fund III-A”),
• SFW Capital Partners Fund III-B, L.P. (“SFW Fund III-B”), and
• SFW Pixel Image Holdings, LLC (“Pixel”) (each a “Fund” and collectively, the “Funds”
or “Fund Clients”). Several entities controlled by or under common control with SFW act
as general partners or managing member, as the case may be, to the Funds.
The following general partner entities are affiliated with SFW:
• SFW Capital Partners Holdings, LLC,
• SFW Capital Partners Coinvestors GP, LLC,
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• SFW Capital Partners Holdings II, L.P.,
• SFW Capital Partners Holdings II-A, L.P.,
• Grove Co-Invest Holdings, L.P.,
• Particle Co-Invest Holdings, L.P.,
• Galaxy Co-Invest Holdings, L.P.,
• Captify Co-Invest Holdings, L.P.,
• SFW Pixel Image Holdings MM, L.P., and
• SFW Capital Partners Holdings III, L.P.
(each, a “General Partner”).
Each General Partner is subject to the Advisers Act pursuant to SFW’s registration in accordance
with SEC guidance. This Brochure also describes the business practices of the General Partners,
which operate as a single advisory business together with SFW.
The Funds are private equity funds that generally invest, directly or indirectly, through negotiated
transactions
in operating entities. SFW’s investment advisory services consist of identifying and
evaluating investment opportunities, negotiating investments, managing and monitoring
investments and achieving dispositions for such investments. Investments are made
predominantly, although not always exclusively, in non-public companies. The members of, or
other personnel of, SFW typically, as part of SFW’s investment strategy, serve on such portfolio
companies’ respective boards of directors or otherwise act to influence control over management
of portfolio companies held by the Funds.
SFW’s advisory services to the Funds are detailed in the relevant private placement memoranda or
other offering documents (each, a “Memorandum”), limited partnership or other operating
agreements of the Funds (each, a “Partnership Agreement” and, together with any relevant
Memorandum, the “Governing Documents”) and are further described below under “Methods of
Analysis, Investment Strategies and Risk of Loss.” Investors in the Funds (generally referred to
herein as “investors” or “limited partners”) participate in the overall investment program for the
applicable Fund, but in certain circumstances are permitted to be excused from a particular
investment due to legal, regulatory or other agreed-upon circumstances pursuant to the Governing
Documents; for the avoidance of doubt, such arrangements generally do not and will not create an
adviser-client relationship between SFW and any investor. The Funds or the General Partners
generally enter into side letters or other similar agreements (“Side Letters”) with certain investors
that have the effect of establishing rights under, or altering or supplementing the terms (including
economic or other terms) of, the Governing Documents with respect to such investors.
Each of Grove, Particle, SFW Particle, Galaxy, SFW Galaxy, Captify, and SFW Captify were
formed for the sole purpose of investing alongside SFW Fund II and SFW Coinvest Fund II in a
single portfolio company. SFW Fund II-A was formed in 2020 for the purpose of investing
alongside SFW Fund II and SFW Coinvest Fund II. Pixel was formed for the sole purpose of
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investing in a single portfolio company alongside SFW Fund III-A and SFW Fund III-B.
As of December 31, 2023, SFW had $967,471,596 of regulatory assets under management, all of
which is managed on a discretionary basis.