ABRY Partners, LLC (the “Management Company”), a Delaware limited liability
company and a registered investment adviser, and its affiliates (collectively, “ABRY”) provide
investment advisory services to private investment funds. The Management Company and certain
of its affiliates commenced operations in 1989.
The following investment advisers are affiliated with the Management Company: ABRY
V Capital Partners, L.P.; ABRY VI Capital Partners, L.P.; ABRY Senior Equity Investors II, L.P.;
ABRY Senior Equity Investors III, L.P.; ABRY ASF Investors, L.P.; ABRY ASF Investors II,
L.P.; ABRY Investment GP, LLC; ABRY Senior Equity Co-Investment GP, LLC; and ABRY
Senior Equity Co-Investment GP III, LLC (each, a “General Partner,” collectively, the “General
Partners,” and together with the Management Company, the “Advisers”).
Each General Partner is subject to the Advisers Act pursuant to the Management
Company’s registration in accordance with SEC guidance. This Brochure describes the business
practices of the Management Company and each General Partner, which operate as a single
advisory business.
The Management Company is also affiliated with: ABRY Partners II, LLC (“ABRY
Partners II”) whose employees provide services to ABRY Investment AI GP, LLC; ABRY
Investment II GP, LLC; ABRY Partners VII Co-Investment GP, LLC; ABRY VII Capital Partners,
L.P.; ABRY Partners VIII Co-Investment GP, LLC; ABRY VIII Capital Partners, L.P.; ABRY
Partners VIII Co-Investment GP (Cayman AIV), LLC; ABRY VIII Capital Partners (Cayman
AIV), L.P.; ABRY IX Capital Partners, L.P.; ABRY Partners IX Co-Investment GP, LLC; ABRY
Senior Equity Investors IV, L.P.; ABRY Senior Equity Co-Investment GP IV, LLC; ABRY ASF
Investors III, L.P.; ABRY ASF Investors IV, L.P.; ABRY Heritage Capital Partners, L.P.; ABRY
Heritage Partners Co-Investment GP, LLC; ABRY Senior Equity Investors V, L.P.; ABRY Senior
Equity Investors VI, L.P.; ABRY Acquisition Manager, LLC; ABRY Senior Equity Co-
Investment GP V, LLC; ABRY Senior Equity Co-Investment GP VI, LLC; ABRY Heritage
Partners Co-Investment GP (Cayman AIV), LLC; ABRY Heritage Capital Partners (Cayman
AIV), L.P.; ABRY Heritage Capital Partners II, L.P. and ABRY Heritage Partners Co-Investment
GP II, LLC (each, an “ABRY II Adviser”). ABRY Partners II is a separately registered investment
adviser and management company and each of the other ABRY II Advisers is subject to the
Advisers Act pursuant to ABRY Partners II’s registration in accordance with SEC guidance.
The Advisers’ clients include the private investment funds listed below (each, a “Fund,”
and collectively, with any other current or future private investment funds to which the
Management Company and/or its affiliates provide investment advisory services, including Co-
Investment Funds (as defined below) and alternative investment vehicles, the “Private
Investment Funds”).
Equity Funds
• ABRY Partners V, L.P.
• ABRY Partners V Affiliated Investors, L.P.
• ABRY Partners VI, L.P.
Senior Equity Funds
• ABRY Senior Equity II, L.P.
• ABRY Senior Equity II-A, L.P.
• ABRY Senior Equity III, L.P.
Senior Debt Funds
• ABRY Advanced Securities Fund, L.P.
• ABRY Advanced Securities Investments, L.P.
• ABRY Advanced Securities Fund II, L.P.
Co-Investment Funds
• ABRY Investment Partnership, L.P.
• ABRY Senior Equity Co-Investment Fund, L.P.
• ABRY Senior Equity Co-Investment Fund III, L.P.
Pursuant to each Fund’s agreement of limited partnership (each, a “Partnership
Agreement”), the applicable General Partner (or board of directors) has the authority to manage
the business and affairs of the Funds. Each General Partner (or board of directors) has delegated,
subject to its oversight, day-to-day responsibility for the management and operations of the
applicable Fund to the Management Company pursuant to management agreements between the
General Partners and the Management Company (each, a “Management Agreement”). Pursuant
to a management agreement between the Management Company and ABRY Partners II, ABRY
Partners II provides certain advisory services to the Management Company.
Interests in the Funds are privately offered to qualified investors in the United States and
elsewhere. The investment advisory services provided to the Funds by the Advisers consist of
identifying and evaluating investment opportunities, negotiating the terms of investments,
managing and monitoring investments and ultimately selling such investments. The Equity Funds
and the Senior Equity Funds are private equity funds and invest through negotiated transactions in
operating entities. The Senior Debt Funds are private funds that make investments primarily in
senior debt securities generally employing total return swaps (“TRS”) entered into with
unaffiliated counterparties to obtain exposure to such debt securities in lieu of the applicable Senior
Debt Fund holding such securities directly. Except for
the Senior Debt Funds, each Fund invests
predominantly in non-public companies, although each Fund may invest in public companies,
subject to certain limitations set forth in such Fund’s Partnership Agreement. The Equity Funds
generally seek to take a controlling position when investing in a portfolio company, and generally
at least one principal (a “Principal”) or other ABRY investment professional serves on a portfolio
company’s board of directors in order to represent the applicable Fund’s interests in the portfolio
company. The Senior Equity Funds typically do not take controlling positions in portfolio
companies but seek to place at least one ABRY Principal or other ABRY professional on the
portfolio company’s board.
The Advisers’ advisory services to the Funds are detailed in the applicable private
placement memoranda, the Management Agreements and the Partnership Agreements
(collectively, the “Fund Documents”) and are further described below under Item 8 “Methods of
Analysis, Investment Strategies and Risk of Loss.” Investors in Private Investment Funds
(generally referred to herein as “investors” or “limited partners”) participate in such Fund’s overall
investment program, but in certain circumstances are permitted to be excused from a particular
investment due to legal, regulatory or other applicable constraints; such arrangements generally
do not and will not create an adviser-client relationship between the Advisers and any investor.
Each Fund or its General Partner typically enters into side letters or other similar agreements with
certain investors that have the effect of establishing rights under, altering or supplementing the
Partnership Agreement, the investor’s subscription agreement or other Fund Documents, including
providing informational rights, addressing regulatory matters with respect to such investors,
effectively excusing such investors from participating in certain types of investments, varying
economic terms or fee structures, providing transfer rights and offering co-investment-related
provisions.
Certain of the Advisers serve as an investment manager to Co-Investment Funds structured
to facilitate investments by affiliated co-investors alongside the primary Funds on a fixed pro-rata
basis with the commitments to such vehicles generally being variable on an annual basis. To the
extent that a particular investment opportunity, in the Advisers’ sole discretion, exceeds the desired
allocation to a Fund in the aggregate in view of investment size, type, available capital,
diversification, location, holding period and other relevant considerations, the Advisers may offer
additional co-investment opportunities to other persons or firms who the Advisers or their affiliates
believe will be of benefit to the Funds, including certain current or prospective investors, other
sponsors, market participants, finders, consultants and other service providers. The Advisers may
also organize one or more co-investment funds to co-invest alongside the Funds to facilitate
personal investments by such persons or firms and by partners, officers and employees and their
related parties and associates of the Advisers or of control entities, including the Co-Investment
Funds. The Advisers may also facilitate co-investments directly into a portfolio company. Co-
Investment Funds typically invest and dispose of their investments in the applicable portfolio
company at the same time and on the same terms as the Private Investment Fund making the
investment. The Advisers and their affiliates may elect not to charge a management fee to or
receive carried interest from such Co-Investment Funds. While the Advisers and any of their
affiliates may charge carried interest, management and other fees to any co-investors, including
the Co-Investment Funds, certain of the Co-Investment Funds do not pay management fees or
carried interest.
In addition to the foregoing, the Advisers serve as the investment managers to a number of
special purpose vehicles through which several Funds have invested. The Advisers generally form
special purpose vehicles to facilitate portfolio investments by Funds for tax, regulatory, or
economic purposes. The Adviser that acts as the investment manager to a particular special purpose
vehicle is determined on the basis of the Fund that invests through such special purpose vehicle.
In addition, the Advisers, either directly or indirectly through a special purpose vehicle, may
engage in TRS which allow the Senior Debt Funds to derive the economic benefit of owning an
asset without retaining legal ownership of such asset. Finally, in connection with certain
investments, the Advisers may employ hedging techniques designed to reduce the risks of adverse
movements in interest rates, securities prices, and currency exchange rates.
As of December 31, 2022, the Management Company had approximately $502,938,828 in
client assets under management. The Management Company’s ultimate principal owner is Royce
Yudkoff.