The Management Company, a Delaware limited partnership and a registered investment
adviser, together with its affiliated investment advisers, provide investment advisory services to
investment funds privately offered to qualified investors in the United States and elsewhere. The
Management Company commenced operations in 2019.
The Management Company’s clients include the following (each, a “Fund,” and
collectively, together with any future private investment fund to which the Management Company
and/or its affiliates provide investment advisory services, the “Funds”):
Ascend Capital Partners Fund I, L.P.
Ascend Capital Partners Fund I-A, L.P.; (together with Ascend Capital Partners
Fund I, L.P., “Fund I”)
Ascend Capital Partners Co-Invest, L.P.
Ascend Capital Partners Co-Invest (Blocker), L.P.; (together with Ascend Capital
Partners Co-Invest, L.P., the “Co-Invest Funds”);
Ascend Capital Partners Fund I-FF, L.P. (“FF Fund”);
Ascend SMG Co-Invest 1, L.P. (“SMG Co-Invest 1”); and
Ascend SMG Co-Invest 2, L.P. (“SMG Co-Invest 2”) and, together with SMG Co-
Invest 1 (the “SMG Co-Invest Vehicles”)
Ascend Capital Partners Fund I GP, L.P., Ascend Capital Partners Fund II GP, L.P. and
Ascend SMG Co-Invest GP, L.P. (each, a “General Partner,” and collectively, together with
any future affiliated general partner entities, the “General Partners,” and together with the
Management Company and their affiliated advisory or general partner entities (including any such
entities formed in the future), “Ascend Partners”) is affiliated with the Management Company.
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.” Ascend Partners’ 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. Although investments are made predominantly in non-public
companies, investments in public companies are permitted. Where such investments consist of
portfolio companies, the senior principals or other personnel of Ascend Partners or its affiliates
generally 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.
Ascend Partners’ advisory services to the Funds are detailed in the relevant private
placement memoranda or other offering documents (each, a “Memorandum”), investment
management agreements, limited partnership or other operating agreements of the Funds (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 the Funds (generally referred to herein as “investors” or “limited
partners”) participate in the overall investment program for the applicable Fund, but in certain
circumstances are excused from a particular investment due to legal, regulatory or other agreed-
upon circumstances pursuant to the Governing Documents; for the avoidance of doubt, such
arrangements generally do not and will not create an adviser-client relationship between Ascend
Partners and any investor. The Funds or the General Partners generally are expected to enter 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 Governing Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, Ascend Partners expects to
provide (or agree to provide) investment or co-investment opportunities (including the
opportunity to participate in co-invest 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, Ascend Partners’ personnel
and/or certain other persons associated with Ascend Partners and/or its affiliates. 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,
for strategic and other reasons, a co-investor or co-invest vehicle (including a co-investing Fund)
purchases 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-invest
vehicle generally occurs shortly after the Fund’s completion of the investment to avoid any
changes in valuation of the investment, but in certain instances could be well after the Fund’s
initial purchase. Where appropriate, and in Ascend Partners’ sole discretion, Ascend Partners
reserves the right 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. However, to the extent any such amounts
are not so charged or reimbursed (including charges or reimbursements required pursuant to
applicable law), they generally will be borne by the relevant Fund.
As of December 31, 2023, Ascend Partners managed $957,109,178 in client assets on a
discretionary basis. Ascend Partners is controlled by In Seon Hwang and Richard Park.