Sterling Partners is a private equity firm that was founded in 1983 and has been active in private
equity investments since 1986. Sterling Fund Management, LLC (“SFM”)1 is Sterling Partners’
affiliated investment adviser for its private equity investment business unit. The principal owner of
SFM is SFM Interco LLC, which is wholly owned by Sterling Fund Management Holdings, L.P.
Each of Douglas L. Becker, R. Christopher Hoehn-Saric and Steven M. Taslitz owns 25% or more
of SFM through each person’s ownership of Sterling Fund Management Holdings, L.P. References
to Sterling Partners in this Brochure include, as the context requires, SFM and affiliated entities
through which Sterling Partners provides investment advisory services or that act as general partner
of (or in another equivalent management position for), and/or receive advisory fees from, the Funds
(as defined below). References to “person” in this Brochure include, as the context permits, natural
persons and entities.
SFM provides investment advisory services to (1) private equity investment funds sponsored or
organized by Sterling Partners to invest in multiple portfolio companies as further described below
(the “Main Sterling Funds”), (2) investment vehicles established by Sterling Partners or its related
persons from time to time on a transaction-by-transaction basis to invest alongside one or more
Main Sterling Funds in a particular investment opportunity (the “Co-Investment Funds”), and (3)
investments on a deal-by-deal basis unassociated with a Main Sterling Fund supported by third
party capital managed by Sterling Partners (the “Single Investment Vehicles”). Sterling Partners
from time to time also establishes other investment vehicles as Funds (as defined below) for the
purpose of purchasing one or more investments from another Fund (often where the selling Fund is
approaching the end of its term) (“Continuation Vehicles”).
The first Main Sterling Fund was formed in 2000 and SFM was formed at that time. A related
person of Sterling Partners generally acts as the general partner of (or in another equivalent
management position for) each Main Sterling Fund. The Co-Investment Funds are typically limited
to investing in securities relating to the single company with respect to which they were established.
Currently, the only Main Sterling Fund that is still within its investment period is Sterling Small
Market Education Fund, L.P. As a result, Sterling Partners is investing outside of the Main Sterling
Funds for new investment activity. Within this approach, Sterling Partners is investing and
managing Single Investment Vehicles on a deal-by-deal basis across a variety of industries, growth
stages and structures in stand-alone funds or other investment vehicles. The Main Sterling Funds,
Co-Investment Funds, Continuation Vehicles and Single Investment Vehicles are collectively
referred to herein as the “Funds”.
The Funds are exempt from registration under the Investment Company Act of 1940, as amended
(the “Investment Company Act”), and their securities are not registered under the Securities Act of
1933, as amended (the “Securities Act”).
Sterling Partners’ primary investment focus for the Main Sterling Funds is investments in privately-
held operating companies (including publicly-traded companies being taken private) in a variety of
industries
including healthcare services, business services and education. These investments
primarily take the form of unregistered equity of U.S. and non-U.S. companies and generally
represent controlling interests in such companies. Although the primary investment focus of
each
Main Sterling Fund is on private equity investments, Sterling Partners from time to time
recommends other types of investments (such as publicly-traded equity) to the extent consistent
with the respective Main Sterling Fund’s investment strategy and objectives and its Governing
Documents (as defined below).
Sterling Partners’ advisory services consist of investigating, identifying and evaluating investment
opportunities; structuring, negotiating and making investments on behalf of the Funds, as
applicable; managing and monitoring the performance of such investments; and disposing of such
investments on behalf of the Funds, as applicable. Sterling Partners tailors its advisory services to
the specific investment objectives and restrictions of each Fund set forth in each Fund’s limited
partnership agreement, confidential private placement memorandum and other governing
documents (collectively, the “Governing Documents”). Investment advice is provided directly to
the Funds and not individually to the investors in the Funds, subject to the discretion and control of
the applicable general partner. Investors and prospective investors of each Fund should refer to the
Governing Documents of that Fund for complete information on the investment objectives and
investment restrictions with respect to that Fund. There is no assurance that any of the Funds’
investment objectives will be achieved. In accordance with common industry practice, one or more
of the Funds or their general partners enter into “side letters” or similar agreements with certain
investors pursuant to which such Fund or its general partner grants the investor specific rights,
benefits, or privileges that are not made available to investors in such Fund generally. To the extent
permitted by applicable law, such “side letters” or similar agreements typically are only disclosed
to investors that negotiate for the right to review them.
Investment opportunities that Sterling Partners recommends to the Funds, including co-investment
opportunities, are allocated in accordance with Sterling Partners’ investment allocation policy
described in the subsection “Side-by-Side Management” in Item 6 below.
Sterling Partners does not participate in any wrap fee programs.
Sterling Partners manages assets of certain Funds on a discretionary basis and other Funds on a
non-discretionary basis, each in accordance with the terms and conditions of the applicable Fund’s
Governing Documents. As of December 31, 2023, Sterling Partners had $1,091,384,324 in
regulatory assets under management, $268,441,494 of which are managed on a non-discretionary
basis.
As noted in Item 10 below, Sterling Partners Quantitative Investments LLC (“SPQI”), a related
person of SFM, is also a commodity pool operator and a commodity trading advisor registered with
the Commodity Futures Trading Commission and a member of the National Futures Association.
This Brochure relates to the advisory activities of SFM and not SPQI and their related advisory
activities.