LMI is a private investment management firm, which has several affiliated investment
advisory entities and other organizations. LMI, a Delaware corporation and a registered investment
adviser, provides discretionary investment advisory services to private investment funds. LMI
commenced operations in 1986.
The following are the affiliated advisers of LMI (collectively with LMI, “Lincolnshire”
or the “Advisers”):
General Partners (together with any future affiliated general partner entities)
• Lincolnshire Equity Partners II, L.P. (“LEP II”);
• Lincolnshire Equity Partners III, L.P. (“LEP III”);
• Lincolnshire Equity Partners IV, L.P. (“LEP IV”); and
• Lincolnshire Equity Partners V, L.P. (“LEP V”).
Management Companies
• Lincolnshire Management, LP (“LMLP”);
• Lincolnshire Management IV, L.P. (“LM IV”); and
• Lincolnshire Management V, L.P. (“LM V”).
LMI’s clients include the following private equity funds (each, a “Fund,” and together
with any future private investment fund to which LMI or its affiliates provide investment advisory
services, “Funds”):
• Lincolnshire Equity Fund II, L.P. (“Fund II”);
• Lincolnshire Equity Fund III, L.P. (“Fund III”);
• Lincolnshire Equity Fund IV, L.P. (“LEF IV”);
• Lincolnshire Equity Fund IV-A, L.P. (“LEF IV-A,” and together with LEF IV,
“Fund IV”);
• Lincolnshire Equity Fund V-A, L.P. (“LEF V-A”);
• Lincolnshire Equity Fund V-B, L.P. (“LEF V-B”); and
• Lincolnshire Equity Fund V-FF, L.P. (“LEF V-FF,” and together with LEF V-A
and LEF V-B, “Fund V”).
The general partner entities listed above (the “General Partners”) each serve as general
partner to one or more Funds and the management companies listed above (the “Management
Companies”) each serve as the investment manager to one or more Funds. Each Adviser is deemed
registered under the Advisers Act pursuant to LMI’s registration in accordance with SEC guidance.
This Brochure describes the business practices of the Advisers, which operate as a single advisory
business and are under common control. The General Partners and Management Companies make
arrangements for investment advisory and other services (including personnel) from LMI to fulfill
their obligations to the Funds. References contained in this Brochure to the strategy and operations
of a General Partner or a Management Company should be read to include the activities of LMI
and other Lincolnshire affiliates that collectively engage in the investment process and ongoing
management of the Funds’ portfolio companies. However, LMI, the Management Companies and
the General Partners each act in separate and specific capacities as described in the applicable
limited partnership agreement of the relevant Funds (the “Partnership Agreement”) and any
management agreements or other agreements between the entities.
The Funds, including those that may be formed by a General Partner (or its affiliates) at a
later date or that may otherwise become clients of an Adviser, are expected to invest through
negotiated transactions in operating businesses generally referred to herein as “portfolio
companies”. The Advisers’ 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,
subject to certain limitations in the Partnership Agreement of each Fund. Senior principals (the
“Principals”) or other personnel of Lincolnshire are permitted to serve on the boards of
portfolio
companies invested in by a Fund or otherwise act to influence control over management of those
portfolio companies in which a Fund has invested.
The Advisers’ advisory services for the Funds are further described in the applicable
private placement memoranda and Partnership Agreements as well as below under “Methods of
Analysis, Investment Strategies and Risk of Loss” and “Investment Discretion.” Investors in 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
terms of the applicable Partnership Agreement; such arrangements generally do not and will not
create an adviser-client relationship between Lincolnshire and any investor. The Funds or the
Advisers reserve the right to enter into side letters or other similar agreements 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.
As permitted by the relevant Partnership Agreement and any other relevant governing
documents (collectively, the “Governing Documents”), Lincolnshire expects to provide (or agree
to provide) certain current or prospective investors or other persons, including Lincolnshire’s
personnel and/or certain other persons associated with Lincolnshire (to the extent not prohibited
by the applicable Partnership Agreement), co-investment opportunities (including the opportunity
to participate in co-invest 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 the same terms as the Fund making the investment.
However, for strategic and other reasons, it is expected that a co-investor or co-invest vehicle
(including a co-investing Fund) will 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), 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 Lincolnshire’s sole discretion, Lincolnshire
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 compensate the
relevant Fund for the holding period, and generally will be required to reimburse the relevant Fund
for related costs (including charges or reimbursements required pursuant to applicable law). To
the extent such co-investment opportunities are offered, the Advisers will select which investors
are permitted to participate in such co-invest opportunities based on various factors, including the
sophistication of the investor, the ability of the investor to fund and complete the investment on a
timely basis and for strategic or other reasons. The Advisers are not obligated to make co-
investment opportunities available to any particular investors or limited partners.
As of December 31, 2023, LMI managed approximately $600 million in client assets on a
discretionary basis. LMI is owned by Thomas J. Maloney.