BCP, a Delaware limited partnership and a registered investment adviser, and its affiliated
investment advisers provide investment advisory services to investment funds privately offered to
qualified investors in the United States and elsewhere. BCP commenced operations in March 2013.
BCP’s clients are private investment funds (each, a “Fund”). The general partner entities
(each, a “General Partner,” and collectively, together with any future affiliated general partner
entities, the “General Partners,” and together with BCP and their affiliated entities “Bernhard
Capital”) of the Funds are affiliated with the Management Company (each, an “Adviser,” and
together with the Management Company, the “Advisers”).
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, which operate as a single advisory business together
with the Management Company.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” BCP’s investment advisory services
to Funds consist of identifying and evaluating investment opportunities, negotiating the terms of
investments, managing and monitoring investments and achieving disposition for such
investments. Although investments are made predominantly in non-public companies, investments
in public companies are permitted in certain instances. Where such investments consist of portfolio
companies, the senior principals or other personnel of BCP may serve on such portfolio
companies’ respective boards of directors or otherwise act to influence control over management
of portfolio companies in which the Funds have invested.
BCP’s advisory services for each Fund are detailed in the applicable private placement
memorandum or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements or governing documents (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 Funds
(generally referred to herein as “investors” or “limited partners”) participate in the overall
investment program for the applicable Fund, but may be excused from a particular investment due
to legal, regulatory or other agreed-upon circumstances pursuant
to the relevant Governing
Documents. Such arrangements generally do not and will not create an adviser-client relationship
between BCP 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 (including economic or other terms) under, or altering or supplementing the
terms of, the relevant Governing Documents with respect to such investors.
Additionally, as permitted by the relevant Governing Documents, the Advisers expect to
provide (or agree to provide) co-investment opportunities (including the opportunity to participate
in co-investment vehicles) to certain current or prospective investors or other persons, including
other sponsors, market participants, finders, consultants and other service providers, portfolio
company management or personnel, BCP personnel and/or certain other persons associated with
BCP and/or its affiliates (e.g., a vehicle formed by BCP’s principals to co-invest alongside a
particular Fund’s transactions). Such co-investments typically involve investment and disposal of
interests in the applicable portfolio company at the same time and on the same terms as the
applicable Fund making the investment. However, for strategic and other reasons, a co-investor or
co-investment vehicle (including a co-investing Fund) may purchase a portion of an investment
from one or more Funds after such Funds have consummated their investment in the portfolio
company (also known as a post-closing sell-down or transfer), which generally will have been
funded through Fund investor capital contributions and/or use of a Fund credit facility. Any such
purchase from a Fund by a co-investor or co-investment vehicle would generally occur shortly
after a Fund’s completion of the investment, but in certain instances could be well after the Fund’s
initial investment. Where appropriate, and in BCP’s sole discretion, BCP reserves the right to
charge interest on the purchase to the co-investor or co-investment vehicle (or otherwise equitably
to adjust the purchase price under certain conditions), and to seek reimbursement to a Fund for
related costs. However, to the extent any such amounts are not so charged or reimbursed, they
generally will be borne by the applicable Fund.
As of December 31, 2023, BCP managed approximately $3,964,828,037 in client assets on
a discretionary basis. The Management Company is controlled by J.M. Bernhard, Jr.