Boyne Capital Management, LLC (together with its fund general partners, unless the context otherwise
denotes, “Boyne Capital” or the “Firm”), a Delaware limited liability company, is a middle-market
private equity firm based in Miami, Florida. Formed in 2014, Boyne Capital Management, LLC
commenced operations in 2006 through its predecessor entity, Boyne Capital Advisors, LLC.
Boyne Capital serves as the investment adviser for, and provides discretionary investment advisory
services to, the following private funds: BCM Fund I, LP and BCM Fund I-A, LP (together, “BCM
Fund I”) and BCM Fund II, LP and BCM Fund II-A, LP (together, “BCM Fund II” and collectively
with BCM Fund I, the “Funds”). In addition, Boyne Capital serves as the investment adviser for a
special purpose vehicle created to invest alongside a Fund in a single portfolio company, and expects
to form additional co-investment vehicles in the future (the “Co-Investment Funds” and together with
the Funds, the “Funds”, unless the context otherwise requires). In certain circumstances, as more
fully described in Item 7 below, the Firm also permits certain investors and third parties to co-invest
directly into a portfolio company. Unlike the special purpose Co-Investment Funds, such direct co-
investments are not considered Funds or clients of Boyne Capital. Finally, from time to time Boyne
Capital establishes certain investment vehicles (“Employee Co-Investment Funds”) through which
certain current and former employees, members, officers, advisors, portfolio company executives,
independent contractors or persons close to the Firm invest alongside Fund I or Fund II in an
investment opportunity. Such vehicles are generally contractually required, as a condition of
investment, to purchase and exit investment opportunities at substantially the same time and on
substantially the same terms (exclusive of fees) as the applicable Fund that is invested in that
investment opportunity.
Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment
decisions on behalf of the Funds. These General Partners are deemed registered under the Investment
Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (“Advisers
Act”), pursuant to Boyne Capital’s registration in accordance with SEC guidance. The applicable
General Partner of each Fund retains investment discretion and investors 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, Boyne Capital has been designated the role of investment adviser.
For more information about the Funds and General Partners, please see Boyne Capital’s Form ADV
Part 1, Schedule D, Section 7.A and Section 7.B.(1).
Boyne Capital provides investment advisory services as a private equity fund manager to its Funds.
The Funds invest through privately negotiated transactions in operating companies, referred to as
“portfolio companies”, in the lower middle-market. Each portfolio company has its own independent
management team responsible for managing its day-to-day operations, although when such
investments consist of portfolio companies where Boyne Capital has taken a majority position, the
senior principals or other personnel and, on occasion, third parties appointed by Boyne Capital, 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,
Boyne Capital will more directly influence the day-to-day management of a 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. Boyne Capital’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 of such investments. Investments are made predominantly in nonpublic companies,
although investments in public companies are permitted in certain instances.
The Firm’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund; Boyne Capital does not tailor its advisory services to the individual needs of investors in
its Funds. These objectives are described in and governed by, as applicable, the private placement
memorandum, limited partnership agreement, investment advisory agreements, subscription
agreements, side letter agreements and other governing documents of the relevant Fund (collectively,
“Governing Documents”) and investors determine the suitability of an investment in a Fund based
on, among other things, the Governing Documents. The Firm does not seek or require investor
approval regarding each investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letter agreements. Investors in the Funds participate in the overall
investment program for the applicable Fund and generally cannot be excused from a particular
investment except pursuant to the terms of the applicable Governing Documents. In accordance with
industry common practice, Boyne Capital has entered into side letters or similar agreements with
certain investors including those who make substantial commitments of capital or were early-stage
investors in the Funds, or for other reasons in the sole discretion of Boyne Capital, in each case that
have the effect of establishing rights under, or altering or supplementing, a Fund’s Governing
Documents. Examples of such side letter rights entered into include, but are not limited to, provisions
whereby investors have expressed an interest in participating in co-investment opportunities, advisory
committee representation, use of alternative investment vehicles, notification provisions, “most
favored nations” provisions and reporting requirements, among others. These rights, benefits or
privileges are not always made available to all investors, consistent with the Governing Documents
and general market practice. Commencing in March 2025, Boyne Capital will make required disclosure
of certain side letters to all investors (and in certain cases, to prospective investors) in accordance with
the new Private Fund Rule. Side letters are negotiated at the time of the relevant investor’s capital
commitment and once invested in a Fund, investors 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 investors will not in certain cases disadvantage other investors.
Boyne Capital is owned by Derek McDowell and Adam Herman. More information about Boyne
Capital’s owners and executive officers is available in Boyne Capital’s Form ADV Part 1, Schedule A.
As of December 31, 2023, Boyne Capital managed approximately $574,154,310 in Fund regulatory
assets, all managed on a discretionary basis.