WestCap Management, LLC is a limited liability company formed in the State of Delaware. WestCap has been in
business since 2019 and its sole owner is Laurence A. Tosi (the “Principal”).
We manage private pooled investment vehicles organized as either limited partnerships or limited liability companies
(collectively, the “Funds”). Interests in our Funds are marketed primarily to institutional investors, high net worth
individuals, family offices, trusts, corporations, limited partnerships and limited liability companies. Investors
purchase interests in our Funds, with investments made at the Fund level. At this time, our only advisory clients are
the Funds. As the investment manager of the Funds, we (i) identify investment opportunities, (ii) monitor performance
and manage the acquisition and disposition of the portfolio company investments of each Fund, and (iii) address issues
that may arise with respect to the performance of the Funds’ portfolio companies or the value of the Funds’
investments. Affiliates controlled by us serve as the general partners (the “General Partners”) or managing members
(the “Managing Members”), as applicable, of each Fund.
Our investment management services for the Funds primarily focus on researching and managing negotiated
acquisitions of interests in privately-owned operating companies (i.e., corporations and limited liability companies)
that typically are in a growth phase of their development or otherwise meet the target investment objectives of the
Funds, managing the Funds’ interests in those portfolio companies and arranging for the disposition of those interests,
with a primary focus on portfolio-company investments in four core areas: (i) Financial Technology; (ii) Real Estate
Technology; (iii) Experience Technology; and (iv) Healthcare Technology. The Funds do not purchase publicly traded
securities, but may ultimately hold such securities as a result of portfolio company events, such as an initial public
offering, a merger with a public company or a sale of a portfolio company to a public company. For the Funds, we
generally seek the right to appoint a board member to most portfolio company boards of directors and/or to obtain a
board observer seat, however, there can be no assurance that a Fund will receive the right to appoint a board member
or a board observer to any particular portfolio company. Additionally, WestCap provides initial public offering
advisory services to its portfolio companies typically in concert with independent professional accounting and legal
teams. Such services include, assisting selected portfolio companies in underwriter and auditor selection, developing
operational infrastructure and staffing to prepare for public company reporting, optimizing operations and procedures
to support future public company compliance requirements, marketing and branding services, and investor selection.
The management services we provide for each Fund are further described in the applicable Fund’s offering
memorandum, documents or operating agreement in the case of a Fund organized as a limited liability company, and
the investment management agreement between us and the Fund (the “Documents”) and are not necessarily tailored
to individual needs of any particular investor in a Fund. Certain Funds make a single investment generally in a single
class of securities of a particular portfolio company, which is described in that Fund’s Documents (“Specified Asset
Funds”). Three of our Funds invest in securities of a variety of portfolio companies without any prior specification
(the “Strategic Funds”).
In accordance with common industry practice, we and the General Partners or Managing Members, as applicable, may
enter into “side letters” or separate agreements with certain investors in a Fund pursuant to
which we and the General
Partners or Managing Members, as applicable, grant an investor specific rights, benefits or privileges that are not
generally made available to all investors in a Fund (for example, including, without limitation, access to information,
ability to transfer interests in a Fund or compliance with specified investment policies, laws or regulations). We will
not enter into any side letters granting information rights to investors regarding Fund portfolio companies if such
rights are reasonably expected to have a material, negative effect on the other investors in the applicable Fund and we
will comply with the “Preferential Treatment Rule” as and when applicable. Disclosure of applicable side letter
practices in any particular Fund is made to investors prior to their investment in such Fund and we will disclose all
preferential treatment of investors in a Fund related to any material economic or other terms in accordance with and
to the extent required under the “Preferential Treatment Rule” as and when applicable.
The Funds’ investments are typically in preferred stock and, from time to time, in common stock, convertible preferred
stocks, convertible notes or other instruments convertible into equity securities of a portfolio company. The
Documents detail the remuneration to be received or potentially to be received, by our affiliated General Partners or
Managing Members, as applicable, and carry partner for managing the Funds.
In general, the Strategic Funds are WestCap’s primary investment funds. In the event that a portfolio company’s
demand for capital exceeds the amount of capital that the General Partner of the applicable Strategic Fund is
comfortable investing because of, among other reasons, prudent concentration and diversification concerns or the
expectation that further investments will be required thereafter through the exercise of preemptive rights, WestCap
may from time to time offer the advantage of co-investment commitments by forming a separate Specified Asset Fund
to concurrently invest in the applicable Strategic Funds portfolio company. All investors have the right to invest in
any such Specified Asset Fund.
We and our General Partners, Managing Members and employees are fiduciaries who must take into consideration
the best interests of our Funds and the investors therein. We seek to act at all times with competence, dignity, integrity
and in an ethical manner when dealing with our investors and complying with our fiduciary obligations. We seek to
use reasonable care and to exercise independent professional judgement when conducting investment analysis, and
when making, managing and disposing of investments and engaging in associated professional activities.
As a fiduciary, we have the obligation to deal fairly with our investors. We have the following responsibilities, among
others, when managing our Funds:
at all times serve the best interests of the Funds;
to exercise a high degree of care and diligence in our management decisions;
to have a reasonable basis, information and understanding of the facts in making our management
decisions;
to fully and fairly disclose any material conflict of interest in writing to the Fund and its investors
and/or to the Fund’s Limited Partner Advisory Committee, including, without limitation, conflicts
arising as a result of compensation paid to affiliates of WestCap by the Funds, and to seek the best
execution of the Funds’ transactions generally and in the selection of any broker-dealers, as may be
applicable; and
to treat Funds and their investors fairly and equitably.
We do not participate in wrap fee programs.
We managed $6,347,741,936 of regulatory assets under management, all of which are managed on a discretionary
basis as of December 31, 2023.
