Warren Equity Partners Manager, L.P. (the “Adviser” or “Warren Equity”), a Delaware limited
partnership formed in January 2018 is an investment advisory firm with its headquarters in Jacksonville,
Florida, and an offices in New York, New York and Houston, Texas. The Adviser is led and managed
by Steven Wacaster, Scott Bruckmann, and Henrik Dahlback (the “Founding Partners” or “Principals”).
The Adviser is a private equity firm and invests in lower middle market operating companies.
The Adviser provides investment advisory, management and other services on a discretionary basis to
private investment funds (each a “Fund”, “Client”, or “Partnership,” and collectively, the “Funds”,
“Clients”, or “Partnerships”), for sophisticated, qualified investors (“Investors” or “Limited Partners”).
The general partner or equivalent of each Fund is, or will be, an affiliate of the Adviser (each
a “General Partner”). Each General Partner is, or will be, subject to the Investment Advisers Act of
1940, as amended (the “Advisers Act”) pursuant to the Adviser’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 Adviser. The governing documents of each Client may
also provide for the establishment of parallel or other alternative investment vehicles in certain
circumstances. Investors may participate in such vehicles for the purposes of certain investments, and
if formed, such vehicles would also become Clients of the Adviser. In this Brochure, because it is
uncertain whether such additional parallel or alternative investment vehicles will be classified as Clients
of the Adviser, when we refer to a Fund or Client, we are also referring to such additional parallel or
alternative investment vehicles, if any.
The Funds are structured as private equity funds that invest through negotiated transactions in
operating entities, generally referred to herein as “portfolio companies.” The Adviser’s investment
advisory services to the Funds consist of identifying and evaluating investment opportunities,
negotiating the terms of investments, managing and monitoring investments and achieving dispositions
for such investments. The Adviser invests in the form of buyouts and recapitalizations in established
North American companies in the industrial and business service sectors with a particular emphasis on
companies that provide solutions to maintain, operate, and upgrade infrastructure. The companies that
provide these solutions tend to be regionally oriented and compete in fragmented markets, creating
opportunity for the Adviser to identify best-in-class solutions providers and to build leader super-
regional companies or national platforms by employing a combination of organic growth initiatives and
add-on acquisitions. The Adviser targets companies that deliver recurring maintenance solutions to
their customers, which results in stable cash flow profiles and revenue visibility. From time to time,
the Principals or other affiliated personnel of the Adviser or its affiliates 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.
The Adviser’s advisory services to the
Funds are detailed in the applicable private placement
memoranda or other offering documents, investment management agreements, limited partnership or
other operating agreements (each, a “Partnership Agreement”), subscription agreements or similar
governing documents, and are further described below under “Methods of Analysis, Investment
Strategies and Risk of Loss.” While it is anticipated that each of its Clients will follow the strategy
described above, the Adviser may tailor the specific advisory services with respect to each Client to the
individual investment strategy of that Client. In addition, the governing documents of Clients may, in
certain limited circumstances, impose restrictions on investing in certain securities or types of
securities, for example in connection with regulatory or compliance reasons.
Investors in the Funds 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. The Funds and the General Partners have,
and may in the future, entered 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 relevant governing documents with respect to such
Investors.
Additionally, from time to time and as permitted by the relevant governing documents, the
Adviser expects to provide (or to agree to provide) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain Investors or other persons, including other
sponsors, market participants, finders, consultants and other service providers, the Adviser’s personnel
and/or certain other persons associated with the Adviser and/or its affiliates (e.g., a vehicle formed by
the 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 Fund making the investment. However, from time to time, for strategic and
other reasons, a co-investor or co-invest vehicle 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). Any such purchase from a Fund by a co-investor or co-invest
vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any changes in
valuation of the investment. Where appropriate, and in the Adviser’s sole discretion, the Adviser is
authorized to charge interest on the purchase to the co-investor or co-invest vehicle (or otherwise
equitably to adjust the purchase price under certain conditions), and to seek reimbursement to the
relevant Fund for related costs and expenses. However, to the extent such amounts are not so charged
or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 20232, the Adviser manages approximately $4,572,992,961 in Client
assets on a discretionary basis through the Funds. The Adviser is controlled by the Principals.