Firm Description
Wynnchurch Capital, L.P.(“Wynnchurch” or the “Firm”), is an investment advisory firm which
manages private partnerships that make control private equity, equity-oriented and debt investments
in middle-market companies headquartered in the United States and Canada. Based in Rosemont,
Illinois, Wynnchurch has been in business since 1999 through its predecessor entities, Wynnchurch
Capital, Ltd. and Wynnchurch Capital, LLC.
Wynnchurch generally makes value investments in complex, overlooked and underperforming
situations where the Firm believes it can implement focused value construction. The Firm seeks to
invest primarily in corporate carve-outs, restructurings, operational turnarounds, bankruptcies,
management sponsored buyouts and other recapitalizations in the niche manufacturing and business
services sectors. Wynnchurch focuses on the following industries within the manufacturing and
business service sectors: aerospace and defense, government contracting, building products &
materials, consumer and food, natural resources and infrastructure, manufacturing, industrial,
transportation and logistics, business services and value added distribution. The Firm targets equity,
equity-oriented and/or debt investments of $30 million to $750 million per deal with initial acquisition
enterprise values generally ranging from $100 million to $1 billion. As of December 31, 2023,
Wynnchurch has invested $3.437 billion in 81 platform investments since inception in 1999.
Wynnchurch serves as the investment adviser for, and provides discretionary investment advisory
services to, the following private funds exempt from registration under the Investment Company Act
of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment
Company Act”): Wynnchurch Capital Partners II, L.P. (“Fund II”); Wynnchurch Capital Partners III,
L.P. (“Fund III”); Wynnchurch Capital Partners IV, L.P. (“Fund IV”); WC Partners Executive IV,
L.P. (“Executive Fund IV” and together with Fund IV, “Fund IV”, unless specifically noted);
Wynnchurch Capital Partners V, L.P. and Wynnchurch V US Feeder, L.P. (together “Fund V”;
Wynnchurch Capital Partners VI, L.P. (“Fund VI” and all of the above Funds together, unless referred
to specifically, a “Fund” and collectively, the “Funds”). In addition, Wynnchurch also permits certain
limited partners and third parties to co-invest alongside a Fund directly into a portfolio company.
Such direct co-investments are not considered Funds or clients of Wynnchurch. More information
regarding about Wynnchurch’s Funds is available in the Firm’s Form ADV Part 1, Schedule D, 7.B.(1).
Each Fund is affiliated with a general partner (“General Partner”) with the authority to make
investment decisions on behalf of such Fund. The following General Partners are deemed registered
under the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated
thereunder (the “Advisers Act”) pursuant to Wynnchurch’s registration: Wynnchurch Partners II,
L.P. (the General Partner of Fund II (“Fund II GP”)); Wynnchurch Partners III, L.P. (the General
Partner of Fund III (“Fund III GP”)); Wynnchurch Partners IV, L.P. (the General Partner of Fund
IV and Executive Fund IV, collectively the “Fund IV GP”); Wynnchurch Partners V, L.P. (the
General Partner of Fund V (“Fund V GP”)); Wynnchurch Partners VI, L.P. (the General Partner of
Fund VI (“Fund VI GP” and collectively, the “General Partners”). Reference to Wynnchurch
throughout this Brochure also includes references to the General Partners, as applicable. The General
Partner of each Fund retains investment discretion and limited partners in the Funds do not participate
in the control or management of the Funds. While the General Partners maintain ultimate authority
over the respective Funds, Wynnchurch has been delegated the role of investment adviser. This
Brochure also describes the business practices of each General Partner, which operate as a single
advisory business together with Wynnchurch. More information regarding Wynnchurch’s General
Partners is available in the Firm’s Form ADV Part 1, Schedule D, Section 7.A.
Principal Owners/Ownership Structure
Wynnchurch is principally owned and controlled by John A. Hatherly, Francis G. Hayes, Christopher
P. O’Brien and Gregory B. Gleason. More information regarding Wynnchurch’s owners and executive
officers is available in Wynnchurch’s Form ADV Part 1, Schedule
A.
Advisory Services
Wynnchurch provides investment advisory services as a private equity fund manager to its Funds. The
Funds invest through privately negotiated transactions in middle market operating companies
(generally referred to as “portfolio companies”) predominantly in the manufacturing and business
service sectors. Each portfolio company has its own independent management team responsible for
managing its day-to-day operations, although the senior principals or other personnel and/or third
parties appointed by Wynnchurch (including operating partners) will generally serve on such portfolio
companies’ respective boards of directors or otherwise act to influence control over management of
portfolio companies held by the Funds. In addition, in some cases, Wynnchurch will more directly
influence the day-to-day management of the portfolio company by recruiting and installing certain
individuals in various leadership roles, such as chief executive officer, chief operating officer, chief
financial officer or in other roles. Wynnchurch’s investment advisory services to the Funds consist of
identifying and evaluating investment opportunities, negotiating the terms of investment, managing
and monitoring investments and achieving dispositions of such investments. Investments are made
predominantly in nonpublic companies, although investments in public companies are permitted in
certain instances.
Wynnchurch’s investment advice and authority for each Fund is tailored to the investment objectives
of each Fund; Wynnchurch does not tailor its advisory services to the individual needs of limited
partners in its Funds. These objectives are described in and governed by, as applicable, the private
placement memorandum, limited partnership agreement (“LPA”), investment advisory agreement,
subscription agreements, side letters and other governing documents of each Fund (collectively, the
“Governing Documents”) and limited partners determine the suitability of an investment in a Fund
based on, among other things, the Governing Documents. The Firm does not seek or require limited
partner approval regarding each investment decision.
Each Fund’s Governing Documents contain provisions restricting that Fund from investing in certain
investments or types of investments, and limited partners in the Funds cannot impose additional
restrictions on investing in certain investments or types of investments other than through side letter
agreements. Limited partners in Funds participate in the overall investment program for the applicable
partnership, but can be excused from a particular investment due to legal, regulatory or other
applicable constraints, pursuant to the terms of the applicable Governing Documents. In accordance
with industry common practice, Wynnchurch has entered into side letters or similar written agreements
with limited partners that have the effect of establishing rights under or altering or supplementing a
Fund’s Governing Documents. Examples of side letters entered into include restrictions on types of
investments, confidentiality and use of a limited partner’s name, defining the tax status of a specific
partner, the requirement to periodically provide certain additional certifications, reporting provisions,
notification provisions, provisions whereby limited partners have expressed an interest in participating
in co-investment opportunities, advisory board representation and most favored nation provisions,
among others. These rights, benefits or privileges are not always made available to all limited partners,
consistent with the Governing Documents and general market practice. Commencing in September
2024, Wynnchurch will make required disclosure of certain side letters to all limited partners (and in
certain cases, to prospective limited partners) in accordance with the new Private Fund Rule. Side
letters are negotiated at the time of the relevant limited partner’s capital commitment, and once
invested in a Fund, limited partners generally cannot impose additional investment guidelines or
restrictions on such Fund. There can be no assurance that the side letter rights granted to one or
more limited partners will not in certain cases disadvantage other limited partners.
Wrap Fee Program
Wynnchurch does not participate in wrap fee programs.
Assets Under Management
As of January 18, 2024, Wynnchurch managed approximately $9.185 billion in regulatory assets under
management, all of it on a discretionary basis. Wynnchurch does not manage assets on a non-
discretionary basis.