Vista Equity Partners Management, LLC, a Delaware limited liability company, together (where
the context permits) with its predecessors Vista Equity Partners III, LLC, and Vista Equity
Partners, LLC, which was previously named Vista Capital Partners, LLC, Emerging Technologies
Management, LLC, ETI Management, LLC, its affiliated advisers, Vista Credit Partners, L.P.,
which was previously named Vista Credit Opportunities Management, L.P., Vista Credit CLO
Management LLC, VFF Management, L.P., VEPF Management, L.P., VEEF Management, L.P.,
and the affiliated General Partners (defined below) and certain of their other affiliates (“Vista”)
provide advisory services to and/or receive Management Fees (defined below) from pooled
investment vehicles or the Funds (defined below). These affiliates are formed for tax, regulatory,
or other purposes in connection with the organization of the pooled investment vehicles or serve
as general partners of the pooled investment vehicles (each, a “General Partner” and collectively,
together with any future affiliated general partner entities, the “General Partners”). In addition,
Vista receives compensation for management or other services performed in connection with co-
investments made in portfolio companies of the Funds.
Vista was formed in 2000 and is principally owned by Robert F. Smith, who is also its Chairman
and Chief Executive Officer. Vista’s Executive Committee focuses on the strategic direction and
management of the firm. The Private Equity Management Committee governs the management
of Vista’s private equity platform, while the Co-Heads of each private equity fund product manage
the deal pipelines, fund personnel, and portfolio construction of their investment platform. Vista
Credit Partners and Vista Public Strategies are each managed by their respective Heads, subject
to oversight from the Executive Committee.
The primary focus of Vista’s investment advisory activity is identifying investment opportunities
and participating in the acquisition, management, monitoring, and disposition of investments for
pooled investment vehicles. Vista serves as the investment adviser or the general partner to the
Funds in order to provide such services. Vista provides investment advisory services primarily
related to investments in businesses that provide enterprise software (including operationally
mature enterprise software businesses), data, and technology-enabled solutions (collectively,
“enterprise software companies”) and in the global technology, media, and telecommunications
(“TMT”) sectors. Vista’s pooled investment vehicles consist of 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”), credit funds that originate and invest primarily in privately negotiated debt
securities in enterprise software companies and certain collateralized loan obligation vehicles (the
“Credit Funds”), and long/short and long-biased equity hedge funds that pursue fundamentals
driven, research intensive strategies that focus on the global TMT sectors (the “Hedge Funds”)
(together with the Equity Funds, the Perennial Fund, and the Credit Funds, collectively the
“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. 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 Funds include (or may include in the future) leveraged acquisitions
and recapitalizations of private equity investments, including private equity investments with
long-term holding periods (in “portfolio companies”); unlevered buyouts and minority equity
investments in growth companies; equity and equity-related securities that are traded publicly in
U.S. and non-U.S. markets; 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; short sales; preferred
stocks; convertible securities; warrants; rights; bonds and other fixed income securities; options;
swaps and other derivative instruments; commodity interests; futures; options on futures;
exchange traded funds; currency hedging transactions; non-U.S. currencies; money market
instruments; cash and cash equivalents; and securities lending arrangements. In addition, certain
Equity Funds have invested in certain of the Hedge Funds.
Vista 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”).
On behalf of the Equity Funds, Vista primarily invests in opportunities in which Vista believes it
can drive operational change. Vista seeks to accomplish that through its ability to effect
substantial operational improvements aiming to create value in its companies through the
implementation of its 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”). 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 wholly-owned subsidiary of Vista.
On behalf of the Perennial Fund, Vista primarily invests in portfolio companies that Vista believes
are operationally mature and have already implemented operational best practices. As a result,
the VCT will generally assist the Perennial Fund with platform consolidation and integrated
product development.
Vista 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 Vista provides to
the Fund.
In addition to providing investment advisory services to the Funds, Vista sponsors various co-
investment programs pursuant to which Investors may co-invest in investments alongside certain
Funds or other vehicles or through one or more co-investment vehicles referred to as the Vista
“Co-Investment Strategies.” The Co-Investment Strategies consist of the “Co-Investment
Commitment Program” and the “Co-Invest Separately Managed Account Program.” The Co-
Investment Commitment Program is a formal program sponsored by Vista that Investors enter in
order to co-invest alongside one or more of the Funds through co-investment vehicles that are
established on an investment-by-investment basis. Depending on the various Funds’ investment
objectives and capital needs and other co-investment activity, Vista may expand or reduce the
size and scope of the Co-Investment Commitment Program, including by not accepting or calling
additional investments or commitments into the Co-Investment Commitment Program. The Co-
Invest Separately Managed Account Program is a program through which Vista establishes co-
investment vehicles for individual Investors to co-invest alongside the Funds. Vista retains varying
degrees of discretion over the management of, and deployment of capital from, such co-
investment vehicles, and forms such co-investment vehicles with certain investors on a case-by-
case basis. Such vehicles may invest both directly in one or more Funds and co-invest alongside
one or more Funds. Vista retains broad discretion to vary the terms of the Co-Investment
Strategies and other co-investment arrangements from time to time in accordance with the
applicable contractual restrictions.
In addition, Vista expects to also establish one or more Companion Funds, which are vehicles or
other arrangements with an investment objective, in whole or in part, to invest alongside one or
more Funds. Such Companion Fund may be permitted to invest in all portfolio investments of
such Funds or in some subset of investments (e.g., based on the size, structure, industry, stage
of life, other similar defining features of certain investments or any other factor set forth in Vista’s
Allocation Policy (as defined below)) at preset percentage amounts or otherwise in the discretion
of the Companion Fund’s general partner. The economic terms of a Companion Fund are not
required to be the same as the Funds alongside which it invests; and in certain cases, an investor
in the Companion Fund will bear less fees and expenses than the investor would if it had invested
in the Funds alongside which the Companion Fund invests.
Additionally, from time to time and as permitted by the relevant Governing Documents, Vista also
expects to provide (or agrees to provide) certain current or prospective 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 Funds. Additionally, Vista has in the past and expects to, from time to time,
in the future establish certain investment vehicles through which certain employees of Vista 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, “Vista Investors”) will invest in or alongside one or more Funds in one or more
investment opportunities. Vista Investors will not typically pay Management Fees or Carried
Interest in connection with their investment in a Fund. Any such co-investment vehicle may, in
certain instances, be contractually required to purchase and sell certain investment opportunities
at substantially the same time and substantially the same terms as the applicable Fund that is
invested in that investment opportunity as set forth in such Fund’s Governing Documents.
However, from time to time, for strategic and other reasons, a co-investment vehicle 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 Limited Partner capital contributions and/or use of
a Fund credit facility and/or use of bridge financing. 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 minimize any changes in the valuation of the investment, but in certain instances could be well
after the Fund’s initial purchase. The co-investor or co-invest vehicle has been and may in the
future (but is not always required to) be, charged interest on the purchase to compensate the
relevant Fund for the holding period, and may be required to reimburse the relevant Fund for
related costs.
As of December 31, 2022, Vista manages approximately $103,120,740,320 of assets on a
discretionary basis and $679,876,420 of assets on a nondiscretionary basis. Regulatory assets
under management as noted herein include committed capital for the Funds.