Mason Wells, Inc.
Mason Wells, Inc. (“Mason Wells”) is a private investment management firm that provides
services to affiliated private funds and their Relying Advisers. The funds in the Mason Wells
fund family currently include Mason Wells Buyout Fund III, LP (“Fund III”), Mason Wells
Buyout Fund IV, LP (“Fund IV”) and Mason Wells Buyout Fund V, LP (“Fund V” and
collectively, with Fund III and Fund IV, each a “Fund” and together the “Funds”). Each Fund is
organized as a limited partnership and has a separate Relying Adviser for which Mason Wells
provides administrative and management services.
Each of the Funds is structured with a companion, or side-by-side, fund which generally invests
in all portfolio investments of the respective Fund to which it relates on a pro rata basis based
on the capital commitments of each (each, an “Executive Fund”). Each Executive Fund is a
parallel-managed fund, managed by a managing member or members affiliated with Mason
Wells.
Thomas G. Smith is the principal owner of Mason Wells; additional detail on the direct and
indirect ownership of Mason Wells and each Relying Adviser (as defined below) is available on
Part 1 of its Form ADV. None of the Funds receives investment advisory services from any entity
except its respective Relying Adviser and, indirectly, Mason Wells.
Relying Advisers
Each Fund is advised by and under the general control of its respective Relying Adviser. Fund
III’s Relying Adviser is Mason Wells Buyout Partners III, LLC (“Partners III”). Fund IV’s Relying
Adviser is Mason Wells Buyout Partners IV, LLC (“Partners IV”). Fund V’s Relying Adviser is
Mason Wells Buyout Partners V, LLC (“Partners V”). Partners III, Partners IV, and Partners V
are registered with the Securities and Exchange Commission (“SEC”) under the Investment
Advisers Act of 1940 (the “Advisers Act”) as relying advisers under the umbrella registration of
Mason Wells (each, a “Relying Adviser”).
Mason Wells primarily provides essential administrative, back-office, and business continuity
services to the Relying Advisers. These services primarily include, but are not limited to,
engaging and compensating the personnel and operating partners who provide services to the
Relying Advisers and service the Funds, maintaining office space and equipment leases,
performing accounting services, administering the overall compliance function, preparing
annual reports and other basic functions. Mason Wells is also the sponsor of each of the Funds,
has developed the proprietary investment strategy and value creation system employed by the
Funds, and provides a strong brand identity to the Funds and potential future funds. The actual
management of the business and affairs of each Fund is vested in each Fund’s respective Relying
Adviser.
As further described below, Fund IV and Fund V are private equity funds that seek to complete
buyout transactions, typically of non-public, middle market companies generally operating
within targeted industry sectors and generally located in the Midwestern and Great Lakes region
of the United States. Fund III followed a similar strategy but, as of the date of this brochure, no
longer holds any securities and is not making any new investments. Investment limitations are
incorporated into each Fund’s governing agreement, and side letter agreements with certain
Limited Partners which further restrict Fund investments. The respective Relying Advisers
apply the Mason Wells investment philosophy and value creation system to provide investment
advisory services to their respective Funds within investment guidelines and limits specified in
each such Fund’s governing agreements and any applicable side letters.
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Investment advisory services provided by the Relying Advisers include identifying investment
opportunities for the Funds in the form of portfolio companies and participating in the
acquisition, management, monitoring and disposition of such investments. Each Fund (together
with its associated Executive Fund) is the sole client of its respective Relying Adviser, and thus
each Relying Adviser is able to tailor its investment advisory services to the specific needs and
stated objectives of the Fund it advises.
The advisory services performed for each of the Funds is also detailed more fully in a Private
Placement Memorandum for each Fund (collectively the “Memoranda”), which also sets forth
specific information on the investment strategies of the named Fund.
Relying Advisers
Partners IV and Partners V apply investment parameters as they provide investment advisory
services to their respective Funds and limit investments and other services offered as provided
in their respective governing agreements.
Investment advisory services provided by Partners IV, and Partners V include identifying
investment opportunities for their respective Funds and participating
in the acquisition,
management, monitoring and disposition of investments of their respective Funds. Partners IV
and Partners V tailor their investment advisory services to the specific needs and objectives of
their associated Funds, each of which is the respective Relying Adviser’s primary client. While
Partners III provides investment advisory services to Fund III, as of the date of this brochure,
Fund III no longer holds any securities and is not making any new investments.
Partners III and Fund III
Partners III is a Wisconsin limited liability company formed in June 2008, to serve as general
partner and investment adviser to Fund III. Partners III is permitted to establish one or more
collective investment vehicles or alternative investment structures or arrangements to facilitate
investment by certain investors. John T. Byrnes and Thomas G. Smith are the principal owners
of Partners III.
Fund III is a private equity fund with the objective of completing buyout transactions of middle
market companies generally operating within three targeted industry sectors, primarily located
in the Midwestern United States; however, as of the date of this brochure, Fund III no longer
holds any portfolio company securities and will not acquire any new portfolio company
securities.
The companion fund to Fund III is Executive Fund III (“Executive Fund III”). Executive Fund
III is intended to facilitate investment by certain principals, executive operating partners, and
advisors to Partners III. The managing members of Executive Fund III are affiliates of Partners
III and, in light of its investment program, Executive Fund III may be deemed to be a client of
Partners III.
Partners III has no clients other than Fund III and Executive Fund III. As of December 31, 2023,
Partners III managed Fund III and Executive Fund III assets totaling approximately $26,085,505,
all of which were managed on a discretionary basis. This figure includes uncalled capital
commitments by investors in Fund III and Executive Fund III.
Partners IV and Fund IV
Partners IV is a Wisconsin limited liability company formed in July 2015, to serve as general
partner and investment adviser to Fund IV, to which it provides investment advisory services.
Partners IV is owned by various individuals, none of whom owns more than a 25% voting
interest.
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Fund IV is a private equity fund with the objective of completing buyout transactions of middle
market companies generally operating within four targeted industry sectors, primarily located
in the Midwestern United States.
The companion fund to Fund IV is Executive Fund IV (“Executive Fund IV”). Executive Fund
IV is intended to facilitate investment by certain principals, executive operating partners, and
advisors to Partners IV. The managing members of Executive Fund IV are affiliates of Partners
IV and, in light of its investment program, Executive Fund IV may be deemed to be a client of
Partners IV.
Partners IV has no clients other than Fund IV and Executive Fund IV. As of December 31, 2023,
Partners IV managed assets totaling approximately $1,396,152,598, all of which were managed
on a discretionary basis. This figure includes uncalled capital commitments by investors in Fund
IV and Executive Fund IV.
Partners V
Partners V is a Wisconsin limited liability company formed in March 2020, to serve as general
partner and investment adviser to Fund V, to which it provides investment advisory services.
Partners V is owned by various individuals, none of whom owns more than a 25% voting interest.
Fund V is a private equity fund with the objective of completing buyout transactions of middle
market companies generally operating within four targeted industry sectors, primarily located
in the Midwestern and Great Lakes region of the United States.
The companion fund to Fund V is Executive Fund V (“Executive Fund V”). Executive Fund V is
intended to facilitate investment by certain principals, executive operating partners, and
advisors to Partners V. The managing members of Executive Fund V are affiliates of Partners V
and, in light of its investment program, Executive Fund V may be deemed to be a client of
Partners V.
Partners V has no clients other than Fund V and Executive Fund V. As of December 31, 2023,
Partners V managed assets totaling approximately $719,233,592, all of which were managed on
a discretionary basis.
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As of December 31, 2023, Mason Wells, indirectly through the Relying Advisers, managed assets
totaling approximately $2,141,471,695, all of which are managed on a discretionary basis. This
figure includes both fair market value of all Fund and Executive Fund assets and the uncalled
capital commitments by investors in the Funds and Executive Funds.
See Item 10 for information regarding Mason Wells as the sponsor for each of Partners III,
Partners IV, and Partners V.