SF Equity Partners Management, LLC is a Delaware limited liability company and a registered
investment adviser, which commenced operations in 2005 by Scott Potter, Managing Partner, and
is 100% owned by Mr. Potter. This Brochure also describes the business practices of SF Equity
Partners GP, LLC, SF Equity Partners II GP, LLC, and SFEP II GP, LLC, (each, a “General Partner” and,
collectively, the “General Partners”), its affiliated general partner entities (together with SF Equity
Partners Management, LLC, “SF Equity Partners,” or “SFEP” or the “Adviser”). The General Partners
operate as a single advisory business together with SFEP.
The Adviser provides discretionary investment advisory services to investment funds privately
offered to qualified investors.
The Adviser’s clients include the following (each, a “Fund” or “Partnership” and, together with any
future private investment fund to which SFEP or its affiliates provide investment advisory services,
the “Funds” or “Partnerships”):
• SF Equity Partners, LP
• SF Equity Partners II, LP
• SF Equity Partners Coinvest DGS, LP
• SF Equity Partners Coinvest IC, LP
• SF Equity Partners Coinvest RB, LP
• SFEP GEM, LP
• BF Holding Partners, LP
SFEP also manages certain single purpose private equity vehicles to hold one investment or platform
of investments (“SPV Funds”).
The Funds are private equity funds that invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” Each General Partner serves as a general
partner to the relevant Fund and has the contractual authority under the limited partnership
agreement or other operating agreements or governing documents of the relevant Fund (each, a
“Partnership Agreement”) to make investment decisions for, and to provide day-to-day advisory
services to, such Fund. SFEP’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. Senior SFEP principals
and/or Operating Partners generally will assume active management roles and/or 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.
SFEP’s advisory services to the Funds are detailed in the applicable Partnership Agreements and are
further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” The
Funds or the General Partners enter into side letters or other similar agreements (“Side Letters”)
with certain investors that have the effect of establishing rights (including economic or other terms)
under, or altering or supplementing the terms of, the relevant Partnership Agreement with respect
to such investors.
Additionally, from time to time and as permitted by the relevant Partnership Agreement, SF Equity
Partners expects to provide (or agree to provide) certain investors or other persons, including SFEP’s
personnel and/or certain other persons associated with SF Equity Partners and/or its affiliates (to
the extent not prohibited by the applicable Partnership Agreement), co-investment opportunities
(including the opportunity to participate in co- investment vehicles) that will invest in certain
portfolio companies alongside a Fund. Such co-investments typically involve investment and
disposal of interests in the applicable portfolio company at the same time and on substantially the
same terms as the Fund making the investment. However, from time to time, for strategic and other
reasons, a co-investor or co-investment 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-investment 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 SFEP’s sole discretion,
SFEP is authorized to charge interest on the purchase to the co-investor or co-investment vehicle,
and to seek reimbursement to the relevant Fund for related costs. 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, 2023, SF Equity Partners manages approximately $616,657,176 in client assets
on a discretionary basis.