Vista Credit Partners, L.P. (previously named Vista Credit Opportunities Management, L.P., its
relying adviser, Vista Credit CLO Management LLC, and together with the relevant General
Partners (defined below), “Vista Credit Partners,” “Vista Credit” or “VCP”), a Delaware limited
partnership, is, indirectly, principally owned by its affiliate, Vista Equity Partners Management,
LLC (“VEPM”), an SEC-registered investment adviser, and provides investment advisory services
to and/or receives Management Fees (defined below) from pooled investment vehicles or the
Funds (defined below) in connection with credit investments. VEPM was formed in 2000 and is
principally owned by Robert F. Smith, who is also its Chairman and Chief Executive Officer. In
addition to VCP, VEPM owns other investment advisory subsidiaries, including VFF Management,
L.P., VEPF Management, L.P., VEEF Management, L.P. and Vista Credit BDC Management, L.P.
(“BDC Adviser”, and together with the relevant affiliates and VCP, “Vista”). Certain VCP affiliates
are formed for tax, regulatory, or other purposes in connection with the organization of the funds
or serve as general partners of the funds (collectively, the “General Partners”). In addition, VCP
receives compensation for management or other services performed in connection with co-
investments made in portfolio companies of the Funds.
As Vista’s credit platform, the primary focus of VCP is to provide investment advisory services
primarily related to credit and structured equity investment opportunities in the growing sector of
businesses that provide enterprise software (including operationally mature enterprise software
businesses), data, and technology-enabled solutions (collectively, “enterprise software
companies”). VCP’s pooled investment vehicles consist of credit funds that originate and invest
primarily in privately negotiated debt securities in enterprise software companies and certain
collateralized loan obligation (“CLO”) vehicles (the “Funds” or “Credit Funds”). Vista’s other
business units also advise other pooled investment vehicles, including private equity funds that
primarily acquire controlling interests in emerging and lower middle-market to large cap enterprise
software companies (the “Equity Funds”), a permanent capital private equity fund that primarily
acquires controlling interests in middle-market to large cap mature enterprise software companies
(the “Perennial Fund”), and long/short and long-biased equity hedge funds that pursue
fundamentals driven, research intensive strategies that focus on the global technology, media,
and telecommunications (“TMT”) sectors (the “Hedge Funds”), together with the Credit Funds, the
(“Vista Funds”). Vista may establish other investment vehicles for the purpose of purchasing one
or more investments from a Fund that is approaching the end of its term (“Continuation Vehicles”).
For purposes of this Brochure, Funds shall be deemed to include Continuation Vehicles, and any
references to portfolio companies refer to businesses in which Credit Funds have invested or to
portfolio companies of other Vista Funds, as the context requires. The Funds are not registered
under the Investment Company Act of 1940, as amended (“1940 Act”), and their securities are not
registered under the Securities Act of 1933, as amended (the “Securities Act”). A list of the Funds
may be found in the Form ADV Part 1A.
Investments on behalf of the Credit Funds include (or may include in the future) first and second
lien debt investments in enterprise software companies; and among other things,
mezzanine/private placements, special situation and credit investments; structured products;
other credit-based securities and claims; preferred stocks; convertible securities; warrants; rights;
bonds and other fixed income securities; options; swaps and other derivative instruments;
commodity interests; futures; options on futures; currency hedging transactions; non-U.S.
currencies; money market instruments; cash and cash equivalents; and securities lending
arrangements.
VCP generally provides investment supervisory services to each Fund in accordance with a
limited partnership agreement (or analogous document) of such Fund or separate investment
management agreement (each, an “Advisory Agreement”). Investment advice is provided directly
to the Funds, subject to the discretion and control of the applicable General Partner, and not
individually to the investors (generally referred to herein as “Investors” or “Limited Partners”) in
the Funds. In each case, Fund investments are consistent with the investment objectives and
strategies, as defined by the
applicable private placement memoranda, Advisory Agreements,
limited partnership agreements, side letter agreements negotiated with Investors in an applicable
Fund, and/or other governing documents (together, “Governing Documents”). VCP may also enter
into consulting agreements whereby VCP provides non-discretionary or consulting services to
third parties.
Vista on behalf of the Equity Funds primarily invests in opportunities in which Vista believes it can
drive operational change, and Credit Funds may invest in portfolio companies controlled by the
Equity Funds. Vista seeks to accomplish operational change through its ability to effect substantial
operational improvements aiming to create value in its companies through the implementation of
Vista’s operating improvement plan (the “Value Creation Plan”) and its proprietary set of
operational best practices specific to the types of enterprise software businesses in which the
Funds invest (the “Vista Best Practices”). This implementation is the responsibility of Vista’s
investment team, and Vista’s Value Creation Team (“VCT”) leads the ongoing refinement of the
Vista Best Practices, as well as the related delivery mechanics. The VCT consists of Vista
professionals dedicated in whole or in part to operational matters (“Operating Professionals”) and
the members of Vista Consulting Group (including OneVista) (“VCG”), a Vista affiliate. VCP
generally leverages VCT (including VCG) to provide services to (or with respect to) one or more
Credit Funds, including in relation to the identification, acquisition, holding, improvement and
disposition of portfolio companies, including operational aspects of such companies, and from
time to time may also provide “front office” functions with respect to a Credit Fund, such as
sourcing and investment diligence or other investment-related functions. Such services may also
be used by companies in which the Funds invest. While VCP may consider equitizing distressed
portfolio companies for certain of its Funds, it generally does not anticipate pursuing turnaround
or “loan-to-own” style investments. Nonetheless, VCP believes it benefits greatly from being
inside of the broader Vista ecosystem with access to Vista Best Practices, because Vista’s sector-
specific knowledge and network of connections allow for an additional layer of diligence when
evaluating credit investments.
VCP tailors its services to the specific investment objectives and restrictions of each Fund pursuant
to the applicable investment guidelines and restrictions, and subject to specific terms and
conditions set forth in the Fund’s Governing Documents. Investors should refer to the Governing
Documents of the applicable Fund for complete information on the investment objectives,
restrictions, and guidelines of the particular Fund and the services VCP provides to the Fund.
The Credit Funds from time to time may co-invest with Vista Credit Strategic Lending Corp.
(“VCSL,” a closed-end management company that has elected to be regulated as a business
development company ("BDC”) under the 1940 Act). The BDC Adviser, a VCP affiliated adviser,
serves as the investment adviser to VCSL. Additionally, from time to time and as permitted by the
relevant Governing Documents, VCP also expects to provide (or agrees to provide) certain other
investors or other third parties, including other sponsors, market participants, finders, consultants,
other service providers, and strategic investors, the opportunity to invest directly as a co-sponsor
or co-underwriter or to participate in co-investment vehicles that will invest in certain portfolio
companies alongside one or more Vista Funds. Additionally, VCP has in the past and expects to,
from time to time, in the future establish certain investment vehicles through which certain
employees of VCP or its affiliates, certain business associates, other “friends of the firm,” or other
persons (including any related entity established by any of the foregoing, such as trusts, charitable
programs, endowments, or related programs, family investment vehicles, and other estate
planning vehicles) (collectively, “VCP Investors”) will invest in or alongside one or more Vista
Funds in one or more investment opportunities. VCP Investors will not typically pay Management
Fees or Carried Interest in connection with their investment in a Vista co-investment vehicle.
As of September 30, 2023, VCP manages approximately $10,164,589,020 of assets on a
discretionary basis and $35,142,377 of assets on a non-discretionary basis. Regulatory assets
under management as noted herein include committed capital for the Funds.