Private company
ADVENT INTERNATIONAL, L.P.
American company, incorporated in Delaware. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersDE1
Corporate structure
ADVENT INTERNATIONAL, L.P. is part of a group headed by Aic Manager Holdings, L.P.. 13 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of ADVENT INTERNATIONAL, L.P.
- Advent International Gp, LLC Owns control (general partner, trustee or manager) of Aic Manager, since 07/2023 (Form ADV)
- Aic Parent, Inc. Owns 25% to 50% of Aic Manager, since 07/2023 (Form ADV)
- Advent Partner Holdings, L.P. Owns 50% to 75% of Aic Manager, since 12/2024 (Form ADV)
- Aic Manager Holdings, L.P.
- ADVENT INTERNATIONAL, L.P. DE
- ATI Physical Therapy, Inc. Stake · Downers Grove, Illinois
- CCC Stake · Polkowice, Poland
- CI&T Stake · Campinas
- Definitive Healthcare Corp. Stake · Framingham, Massachusetts
- First Watch Restaurant Group, Inc. Stake · Bradenton, Florida
- INNIO N.V. Stake · 2M
- Intuitive Machines Stake · Houston, Texas, United States
- NCS Multistage Holdings, Inc. Stake · Houston, Texas, United States
- OLAPLEX HOLDINGS, INC. Stake · Santa Barbara, California, United States
- Sovos Brands, Inc. Stake · Louisville, Colorado
- Waystar Holding Corp. Stake · Wilmington, Delaware, United States
- ADVENT INTERNATIONAL, L.P. DE
Built from major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (11 companies); owners and owned firms from Form ADV, the registration investment advisers file with the SEC. Each entity in the chart links to its source.
Investment adviser
ADVENT INTERNATIONAL, L.P. is registered with the SEC as an investment adviser. This is what it reports on Form ADV, the registration every adviser files and keeps current.
- Assets it manages$91.6B2 133 accounts, all with discretion
- Employees262 103 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 133 ($91.6B)
- How it is paidA percentage of assets under its management; Fixed fees (other than subscription fees); Performance-based fees
- What it doesPortfolio management for pooled investment vehicles (other than investment companies)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-29357, CRD 105673 IAPD record
Who owns it
Owners of 5% or more as the firm lists them (Schedule A), and the owners of those owners up the chain (Schedule B).
- AIC MANAGER HOLDINGS, L.P.owns 75% or more, since 07/2023
- ADVENT INTERNATIONAL GP, LLCowns general partner, trustee or manager of AIC MANAGER, since 07/2023
- ADVENT PARTNER HOLDINGS, L.P.owns 50% to 75% of AIC MANAGER, since 12/2024
- AIC PARENT, INC.owns 25% to 50% of AIC MANAGER, since 07/2023
Disciplinary record
The firm answered yes to 1 of the disciplinary questions on Form ADV (Item 11). A yes can concern the firm itself or an affiliate.
- G. Are the firm or an advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C.,.
Each event as the firm describes it on its Disclosure Reporting Pages:
SECURITIES AND EXCHANGE BOARD OF INDIA · Jul 15, 2026 · pending about Joshi, Gagan
Allegations: THE SECURITIES AND EXCHANGE BOARD OF INDIA ("SEBI") ALLEGES THAT GAGAN JOSHI, WHILE AN EMPLOYEE OF ADVENT INDIA PE ADVISORS PRIVATE LIMITED, BECAME AN "INSIDER" WITH ACCESS TO UNPUBLISHED PRICE SENSITIVE INFORMATION ("UPSI") REGARDING A SIGNIFICANT INVESTMENT IN YES BANK LIMITED. SEBI FURTHER ALLEGES THAT MR. JOSHI COMMUNICATED THIS UPSI TO AN UNAUTHORIZED THIRD PARTY ON JULY 29, 2022, IN VIOLATION OF REGULATION 3(1) OF THE SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015, AND SECTION 12A(E) OF THE SEBI ACT, 1992.
Sanction: Other
Summary: ON JULY 15, 2026, SEBI ISSUED A "NOTICE OF HEARING" TO GAGAN JOSHI, AN EMPLOYEE OF ADVENT INDIA PE ADVISORS PRIVATE LIMITED IN ORDER TO CONDUCT AN INQUIRY AS PER RULE 4 OF THE SEBI (PROCEDURE FOR HOLDING INQUIRY AND IMPOSING PENALTIES) RULES, 1995. THE MATTER IS CURRENTLY PENDING. WHILE MR. JOSHI AND THE REGISTRANT STRONGLY DISAGREE WITH THE ALLEGATIONS CONTAINED IN THE SHOW CAUSE NOTICE, MR. JOSHI IS FULLY COOPERATING WITH SEBI IN THIS MATTER. NO SANCTIONS HAVE BEEN ORDERED, AND THERE HAS BEEN NO FINDING OF WRONGDOING AT THIS TIME. No Information Filed
In its own words: the client brochure
Form ADV Part 2A, the plain-English document an adviser must give its clients, quoted as filed 3/31/2026.3 It covers the firm’s services, fees, investment strategies and their risks, and its conflicts of interest.
Item 4: Advisory business Services
Advent is a global private equity organization, with subsidiaries and affiliated entities operating from offices on five continents. Advent exercises discretionary authority in providing advisory services to its clients, which are private limited partnerships or other entities (“Funds”) primarily within three investment programs (which are referred to in this Brochure as the “Investment Programs”): the Global Private Equity Program, which invests primarily in Europe and North America; the Advent Tech Program, which invests in technology businesses primarily in Europe and North America; and the Latin American Program, which invests primarily in Latin America. The Funds make investments in securities of growth oriented privately held companies and, to a limited extent, also invest in early-stage companies and publicly held companies (each, a “portfolio company” and, together, “portfolio companies”).
Advent has been in business since 1984. A. Advisory Services
Sourcing Investments Providing services in the private equity business requires a significant amount of time and resources dedicated to identifying companies that may offer securities suitable for investment by the Funds, a process often referred to as “deal sourcing.” Advent has a wellestablished process for deal sourcing that has been developed based on years of experience. Deals are sourced in a number of different ways, including business and professional contacts, investment banks, accounting firms, other private equity firms, cold calls and trade publications. Advent also has a network of operating partners, industry and deal advisors and certain other third-party consultants who are available in a contractual advisory capacity to assist with deal sourcing. Business proposals are also submitted directly to Advent from companies looking for capital. To source deals, Advent’s investment professionals receive and screen business plans, visit companies, meet with entrepreneurs and management teams, attend trade shows and conferences, research industries and technologies, review publications, and engage in many other related activities. Due Diligence and Evaluation of Investments
Potential investment opportunities are subjected to a rigorous due diligence process by Advent’s investment staff. Advent’s network of operating partners, industry advisors and deal advisors, as well as operations advisors (collectively, “Independent Advisors”), may also assist in conducting due diligence. Due diligence procedures typically include financial and
market analysis, research on the business sector and region, reference checks on management, and evaluating markets for product offerings. Before an investment is made, it is evaluated by Advent for suitability and must be approved by the investment committee for the relevant Investment Program. This evaluation includes research on the company, its market and competition, a detailed financial and exit analysis, deal structuring, a review of management and employees, environmental studies, where appropriate, and other technical analysis. Determining and negotiating the financial structure of these investments is a significant component of the value added by Advent for the Funds as it impacts the financial returns on the investment. Investments can be structured as majority or minority equity positions, growth buy-outs, traditional leveraged buyouts, mezzanine financings, recapitalizations, or acquisitions. Ongoing Management of Investments
Throughout the life of a Fund’s investment in a company, Advent is committed to building the company into a successful business. Advent and its representatives generally take an active role on behalf of the Funds, which are typically represented on the boards of directors of the companies in which they have control investments. Advent’s approach often involves working extensively with portfolio company management to accelerate growth and create value through operational improvements, strategic repositioning, and market expansion, domestically and internationally. Some of Advent’s investment professionals have operating or strategic consulting backgrounds. In addition to the role of Advent’s investment professionals, Advent may provide companies in which its Funds invest with management or operating personnel or other management or consulting services (“Business Services”) and access to its Portfolio Support Group, which can provide operational support to management in their development and execution of their business plans. The Portfolio Support Group is an in-house Advent team of professionals with operational experience that brings tools and temporary resources to help drive operating improvements at portfolio companies. To complement Advent’s in-house capabilities, Independent Advisors may also work to support the growth of businesses in which the Funds invest. Operating partners are senior industry executives, typically former CEOs, who work with Advent on a consulting basis in specific sectors to help find attractive investment opportunities, conduct due diligence and create and drive value creation plans for portfolio companies, often as portfolio company executives or active board members. Operations advisors are functional experts who work with portfolio companies to enable growth in areas such as IT, HR and finance. Other Independent Advisors are also senior industry executives but are typically engaged as consultants on more of an ad hoc, shorter-term basis. Advent’s involvement with portfolio companies through its investment professionals, Portfolio Support Group, and third-party Independent Advisors allows it to:
• • • •
Build a board of directors that has strong operational expertise, from outsiders as well as Advent investment professionals, and governs actively; Develop detailed strategic and operating plans and track progress against milestones, while providing the important, but more traditional, financial input; Enhance, upgrade, or change a management team when appropriate; and Manage or drive projects on behalf of the portfolio company such as entering new markets or executing an acquisition program.
Additionally, Advent believes that international reach and outlook are critical to success in a global marketplace. Many of Advent’s investments take advantage of cross-border opportunities. Advent’s international platform enables it to help a company in areas such as addressing new markets, channel development, offshore manufacturing, business alliances, technology and product sourcing, and cross-border acquisitions and divestitures. It also enhances Advent’s ability to identify trends from outside a company’s country of origin that may create new opportunities to generate value, even for a single-country business. Operating Partners and Other Independent Advisors
Advent’s operating partners and other Independent Advisors (who are not partners or employees of Advent or its affiliates, but rather consultants engaged by Advent, the Funds and/or their portfolio companies to provide advisory and other services from time to time) are often involved in both pre- and post-investment activities relating to portfolio companies. For potential portfolio investments, they may assist in finding investment opportunities, conducting due diligence, validating the operational improvement potential, evaluating portfolio company management, and providing additional assistance through their industry contacts. After a portfolio investment is made, Independent Advisors often work closely with management of the portfolio company to provide industry expertise and experience and to implement the value-creation plan constructed for the business. In addition, Independent Advisors may provide functional expertise to portfolio companies to drive certain transformative initiatives. After the investment is made, it is also common for Independent Advisors to be hired by a portfolio company in a senior executive capacity or to serve on the portfolio company’s board of directors. The source of payment to Independent Advisors (which can include per diem, incentive compensation tied to the performance of a Fund and retainer as well as investment and/or exit success fees) depends on the services being provided. For example, if an Independent Advisor provides general industry or other non-portfolio company specific information to Advent, Advent pays any associated costs. If an Independent Advisor provides services specific to a current or prospective portfolio company of a Fund, the Fund typically pays its pro rata share of those costs, as provided in the Fund’s organizational documents. In
many cases when an Independent Advisor is involved in the investment in a portfolio company, it is expected that he or she will be retained by the portfolio company in a management role if the investment is made by a Fund. If an Independent Advisor is elected or appointed to, or hired for, an executive, board or other position with a portfolio company (such as Chairman or CEO), the portfolio company pays any related compensation directly to the Independent Advisor just as it would to any other person holding such position. An Independent Advisor may also participate in the portfolio company’s applicable incentive equity. Because Independent Advisors are not Advent employees, cash or equity compensation paid to them by prospective or current portfolio companies is not offset against the management fees paid to Advent by the Funds that invest in those portfolio companies. In addition, certain Independent Advisors are permitted to invest in Adventmanaged co-investment funds on a no-fee basis (refer to Item 5 of this Brochure) or alongside the Funds in one or more portfolio companies. Exiting Investments
Depending on the investment focus or strategy of a Fund, Advent will typically seek to exit an investment within three to five years after the initial investment, although the actual exit timeline may be shorter or longer. Throughout the life of the investment, the exit strategy is always a priority. The exit strategy can vary for different companies and markets and may involve managing toward an IPO, a trade sale of the company, or the sale of a Fund’s stake in the company to another party, be it another financial investor or a strategic investor. Advent can assist the portfolio company in completing its initial public offering on a U.S. or international stock exchange or, if the exit will be through a private sale, work with the management team to identify the right buyer and negotiate suitable terms. Advent builds businesses for continued success beyond its investment period, and the exit process is part of that mandate. B. Investment Criteria of the Funds
The Funds in each Investment Program have specific investment criteria as well as investment restrictions and guidelines. In connection with investing in a new Fund, investors in that Fund may request that it have specific investment limitations or restrictions that are designed to address legal, tax, investment or other objectives. Examples of these types of restrictions include prohibitions on investing in companies engaged in certain activities or a limitation on how much capital may be invested in a single company. Refer to Item 8 of this Brochure for a description of the general investment strategies followed by Advent’s different Investment Programs.
C. Assets Under Management As of December 31, 2025, Advent managed $91,634,619,258 of client assets on a discretionary basis. Advent does not manage client assets on a non-discretionary basis. Advent’s assets under management as of December 31, 2025, includes the uncalled capital commitments of the Funds and is calculated for those Funds that have capital commitments or investments denominated in a currency other than U.S. dollars based on the applicable exchange rate on December 31, 2025.
Item 5: Fees and compensation Fees
Advent typically charges management fees to the Funds for its advisory services and also receives performance-based compensation from certain Funds as described in Item 6 of this Brochure. The amount and terms of payment of the management fees and performancebased compensation charged to each Fund are determined through negotiations with the investors of that Fund at the Fund’s inception. Management fees and performance-based compensation are automatically paid directly by the Funds under the terms of their limited partnership agreements, investment advisory agreements or other similar agreements.
Generally, the management fees during the investment period of the Fund are based on the total capital committed to the Fund by investors. For most Funds, after the investment period, the management fees are based on the cost basis of currently-held investments with certain adjustments for investments that have been written down below a certain threshold and on which the investment professionals are no longer working. For some Funds the percentage amount of the management fee will also reduce after the investment period. In some cases, the adjustment to the amount upon which the management fees are based or the percentage amount of the management fee can occur earlier if certain events happen before the end of the Fund’s investment period. Unless otherwise agreed with a Fund’s investors, management fees will continue to be payable during any term extensions. In addition, the organizational documents do not require any reduction or refund of management fees, in whole or in part, in connection with, distributions (including those arising from dividend recapitalizations), reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, or where one or more other Fund(s) exit their investment(s) (including credit investments) in the relevant portfolio company, whether in whole or in part, in each case where such events do not result in a complete disposition of the relevant Fund’s interest, and even where the value of the Fund’s investment or the Fund’s ownership percentage has been reduced (including materially reduced) as a result. However, in the event of a partial sale of an investment, the management
fee base will be reduced to reflect only the cost attributable to the retained portion of such investment. No refund of previously paid management fees is paid.
The payment schedule for management fees varies by Fund. Typically, management fees are paid quarterly in advance. When a Fund is terminated or the formula for calculating the management fees payable by a Fund is adjusted, the management fees will be prorated for the relevant period and, if management fees have been prepaid, a portion of the previously paid management fee may be returned to the Fund. Management fees charged by Advent to a Fund are typically subject to reduction for a Fund’s organizational expenses, to the extent they exceed certain limits set forth in the partnership agreement of that Fund, and a negotiated percentage (up to 100%) of any net transaction fees, deal monitoring fees, breakup fees and directors’ fees received by Advent or its affiliates with respect to that Fund’s investments. As such, any Fund receiving a reduction in management fees will only receive such reduction as it applies to its pro rata portion of the total fees charged. The pro rata portion of such fees allocable to certain Funds and certain Co-Investment Vehicles (as defined below) that do not pay management fees or are otherwise not entitled to a management fee offset and to certain investors in the Funds that have elected not to receive their share of the offset will be retained by Advent and its affiliates.
Advent has established special purpose Funds that are used for the purpose of enabling its eligible current and former professionals and certain Independent Advisors to co-invest in the same investments made by other Funds. Advent also has established special purpose Funds that are used for the purpose of enabling individuals whom Advent expects will be able to provide strategic benefits to the Funds as a result of their industry expertise or relationships, prior involvement with companies in which Funds have invested, regulatory expertise or other unique qualifications that could be beneficial in sourcing, evaluating, acquiring or managing investments for the Funds (the “Strategic Partners”) to invest in the same investments made by other Funds. In addition, Advent may permit certain charitable entities, which Advent has determined has goals and objectives that support, promote or enhance Advent’s philosophy of giving back to the communities in which it operates and for which Advent or an affiliate or representative has the ability to influence its strategic direction, operating activities, investments or priorities for the application of donations or other proceeds (“Designated Charities”) to invest in an SP Fund (as defined below). The obligation or right of such special Funds, which, in the case of the Funds established for Advent’s eligible current and former professionals, are referred to in this Brochure as “Employee Funds,” in the case of the Funds established for Advent’s Independent Advisors, are referred to in this Brochure as “IA Funds,” in the case of the Funds established for Advent’s Strategic Partners and Designated Charities, are referred to in this Brochure as “SP Funds”, to co-invest, and the minimum and maximum total commitments of the Employee
Funds’ that may be used for co-investment, are typically specified in the partnership agreement or other documents of the Fund with which they co-invest.
In order to encourage participation by eligible professionals, certain Independent Advisors, Strategic Partners and Designated Charities, IA Funds, and SP Funds are not charged management fees or performance-based compensation, and the Employee Funds are not typically charged management fees or performance-based compensation, subject to limited exceptions detailed in their governing documents. Advent believes participation in Employee Funds, IA Funds, and SP Funds is important because it helps to align the interests of Advent’s professionals, Independent Advisors and Strategic Partners more closely with those of its Funds.
When committing to invest in a Fund, certain investors will request that Advent consider them for future co-investment opportunities. If Advent determines that a co-investment opportunity is available, it may admit those investors for which Advent determines the coinvestment is appropriate to a special purpose investment vehicle to make that coinvestment (the “Co-Investment Vehicles”). Certain Co-Investment Vehicles are not charged management fees or performance-based compensation but may pay administrative fees to defer the costs associated with administering them. Other Co-Investment Vehicles are charged management fees and/or performance-based compensation, the amount and payment terms of which are determined through negotiations with the investors in the applicable Co-Investment Vehicle at its inception. In addition, Advent has the discretion to charge Co-Investment Vehicles fees in connection with actual or contemplated investments that are subject to co-investment arrangements. Whether or not any fees or other compensation are paid by a Co-Investment Vehicle, and the amount and payment terms, depends on the circumstances of the investment made by the Co-Investment Vehicle and is negotiated with investors in the Co-Investment Vehicle at the Co-Investment Vehicle’s inception. Co-Investment Vehicles are typically responsible for paying all expenses relating to their formation and ongoing operations, as well as their share of expenses relating to making, managing or disposing of investments, except that certain Co-Investment Vehicles are not required to pay certain expenses or fees, such as reverse termination fees, extraordinary expenses such as litigation costs and judgments, or broken deal expenses or fees, in the event that the proposed investment for the Co-Investment Vehicle is not consummated.
Any fees and expenses incurred in connection with the organization of a Co-Investment Vehicle (including fees and expenses related to negotiating the governing documents of such Co-Investment Vehicle as well as fees and expenses described above) that is expected to invest alongside the Funds in an investment will be borne by such Funds to the extent such
Co-Investment Vehicle does not ultimately make such investment, whether or not such investment is consummated by the Funds. Advent will have sole discretion in determining the particular allocation of costs, fees and expenses among Funds and co-investors or CoInvestment Vehicles.
In addition to the Funds paying management fees and performance-based compensation, the Funds and the companies in which they invest also pay or reimburse Advent or its affiliates for expenses relating to the Funds’ formation and fundraising activities (other than placement agent fees and expenses, which are borne by the General Partner), the sourcing, evaluating, investigating, developing and researching (including expenses relating to developing and maintaining alternative data, artificial intelligence platforms and other data platforms and costs of due diligence (including third-party due diligence software and service providers)), making, managing or disposing of their investments, ongoing operations of the Funds, costs and expenses incurred preparing materials to facilitate the ongoing compliance with the organizational documents of a Fund and side letters (including summaries of ongoing partnership agreement and side letter obligations, investor trackers, and other related documentation), and fees, compensation and expenses of Independent Advisors and other third-party consultants, including any third-party brokerage fees incurred in connection with transactions in securities owned by the Funds. (Refer to Item 12 of this Brochure for a description of Advent’s brokerage practices.) In some cases, portfolio companies or prospective portfolio companies may also pay transaction fees, deal monitoring fees, break-up fees, directors’ fees or fees for Business Services. The partnership agreements of certain Funds permit Advent or its affiliates to retain any fees received by them for providing Business Services, often subject to certain caps, which, if exceeded, will generally result in a reduction of the management fees otherwise payable to Advent. The terms of the partnership agreements of the Funds generally provide that the management fees otherwise payable by a Fund will be reduced by a negotiated percentage (up to 100%) of the Fund’s pro rata share of any Business Service fees in excess of the cap, transaction fees, deal monitoring fees, break-up fees and directors’ fees received by Advent or its affiliates based on the invested capital of such Fund. The pro rata portion of such fees allocable to a Fund that does not pay management fees (including, but not limited to, certain Co-Investment Vehicles, certain Employee Funds, IA Funds or SP Funds) will be retained by Advent. As such, any Fund receiving a reduction in management fees will only receive such reduction as it applies to its pro rata portion of the total fees charged that will be offset. In addition, the Funds’ portfolio companies may engage Independent Advisors to, among other things, serve in a senior executive capacity or to serve on the portfolio company’s board of directors. Compensation paid to Independent Advisors will not offset management fees or be included in any caps on Business Services fees.
Fees and expenses allocated to a portfolio company at the time of investment are generally capitalized into the amount of invested capital. Accordingly, to the extent that management fees are calculated based on invested capital, this would increase the amount of management fees paid to Advent.
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
A. Methods of Analysis and Investment Strategies
The investment strategy used by Advent varies based on the Investment Program for which investments are made. The strategies used by Advent for its three primary Investment Programs are described below. •
•
•
The Global Private Equity (GPE) Program focuses on control-oriented buyouts and recapitalizations in companies primarily in the markets of Europe and North America, while continuing to build upon its experience in Asia Pacific. Funds in the GPE Program also pursue other global opportunities on a selective basis and sometimes co-invest with Advent’s Latin American Program. The GPE Funds target five core sectors: business and financial services; healthcare; industrial; consumer; and technology. The Advent Tech (AT) Program focuses on select minority and majority equity stakes within the technology sector, primarily in Europe and North America, and selectively in other global markets. Funds in the AT Program co-invest in GPE technology deals while also investing in deals that are too small for the GPE program to pursue.
The Latin American Private Equity Fund (LAPEF) Program focuses on controloriented investments in later-stage companies throughout Latin America. Funds in the LAPEF Program invest primarily in Brazil, Mexico and Colombia, but will also consider opportunities in Argentina, Peru, Chile and selected other countries in the region. These Funds focus on the same five sectors as the GPE Program, also with a specific local interest in financial services, infrastructure, business services, consumer, education and healthcare.
One or more of Advent’s Programs may participate in a particular investment, dependent on the facts and circumstances of the opportunity and in accordance with Advent’s Fund Allocation Policy. Advent’s investment strategy for Funds that are not included in its primary Investment Programs varies based on the particular Fund and the terms of the partnership agreements and other operative documents for that Fund. Refer to Item 4 of this Brochure for a description of the methods of analysis used by Advent in formulating investment advice.
B. Material Risks For a description of risks relating to a particular Fund, please refer to the private placement memorandum or offering memorandum for that Fund.
Investments by the Funds in portfolio companies involve a risk of loss that the investors in the Funds should be prepared to bear. The performance of the Funds’ portfolio companies, and therefore the value of the Funds’ investments, will be subject to many factors over which the Funds may have limited or no control. There can be no assurances that any of the portfolio companies in which the Funds invest will succeed. It is possible that a Fund could lose some or all of its capital invested in any portfolio company, and investors in the Funds must be prepared to bear the risk of a complete loss of their investment. The following is a non-exhaustive list of risks associated with the Funds’ investment activities. 1. Market Conditions
The business of identifying, structuring, closing and realizing private equity transactions is highly fragmented and intensely competitive, involves a high degree of uncertainty and is subject to market conditions. The Funds compete for investments with other investment partnerships and corporations, family offices, merchant banks, industrial groups, strategic industry acquirers, financial institutions and other institutional investors, including hedge funds, private investment funds and sovereign wealth funds, investing directly or through affiliates, some of which may have more relevant experience, greater financial resources or more personnel than Advent. As a result of this competitive environment, there can be no assurance that the Funds are able to identify suitable investment opportunities, acquire them on reasonable terms, achieve their targeted or anticipated rate of return or fully invest their committed capital. As a result of such potential risks, returns to investors may be decreased. General economic and market conditions may adversely affect the private equity industry generally and the performance of the investments made by the Funds in particular. A range of factors, including, for example, public market volatility, the availability and cost of credit, credit defaults, inflation and interest rates, economic uncertainty, currency devaluation, changes in tax policy, exchange rate fluctuations, trade barriers, foreign ownership restrictions, industry-specific conditions, competition, technological developments, and domestic and global political, military and diplomatic events, as well as environmental and socioeconomic trends can substantially and adversely impact the business and prospects of the Funds and their portfolio companies. Periods of macroeconomic weakness or recession, heightened volatility or disruption in the financial and credit markets could increase these risks, potentially resulting in other-than-temporary impairment of assets of the Funds’ portfolio companies.
Inflation and rapid fluctuations in inflation rates have had in the past, and may in the future have, negative effects on economies and financial markets. For example, if a portfolio company is unable to pass increased costs onto customers or adjust its pricing in response to higher inflation, its profitability may be adversely affected. Portfolio companies may have revenues linked to some extent to inflation, including, without limitation, by government regulations and contractual arrangements. As inflation rises, a portfolio company may experience margin compression if expenses rise faster than revenues and may face challenges in securing additional financing as lenders tighten credit or increase interest rates in response to inflationary trends. Conversely, during periods of declining inflation, a portfolio company may not be able to reduce its cost base as quickly as revenues decline, further pressuring profitability. Governmental efforts to curb inflation often have negative effects on the level of economic activity. There can be no assurance that inflation will not become a serious problem again in the future and thus have an adverse impact on the Funds’ returns.
Trade conflicts between the U.S. and certain foreign countries have intensified in recent periods. The U.S. government has altered its approach to international trade policy, indicating its intent to renegotiate, or potentially terminate, certain existing bilateral or multilateral trade agreements and treaties with foreign countries and imposing, or threatening to impose, tariffs on certain foreign goods. Some foreign governments, including the Chinese government, have instituted, or threatened to institute, retaliatory tariffs on certain U.S. goods. The continuation or further intensification of such conflicts may lead to the introduction of additional barriers to trade, an increase in the cost of certain goods, a decrease in trade volume, supply chain disruptions, shifts in consumer sentiment and/or a general decrease in corporate profits and securities prices in both public and private markets, any of which could have an adverse impact on the performance of the Funds’ portfolio companies and returns to investors. 2. Non-U.S. Investments and Non-U.S. Risks Generally
The Funds make non-U.S. investments, which are subject to additional risks, including but not limited to: currency exchange risks such as fluctuations in exchange rates between the U.S. dollar and other currencies in which the Fund’s non-U.S. investments are denominated, and costs associated with converting of investment principal and income between currencies; exposure to interest rates on instruments held by the Funds; differences in legal and regulatory frameworks including unexpected regulatory changes, enhanced compliance requirements, potential currency controls, and restrictions on investment or repatriation of capital; differences in documentation, settlement, corporate actions, and shareholder rights and other matters; differences between U.S. and foreign securities markets, including greater price volatility, lower liquidity, absence of uniform accounting, auditing and financial
reporting standards, practices and disclosure requirements and varying degrees of government oversight; potential economic, social and political risks, including exchange controls, restrictions on foreign investment or capital repatriation , political, economic or social instability, including sovereign defaults, regulatory changes, expropriation, confiscatory or withholding taxes on dividends, interest, capital gains; or other income, and other adverse economic and political developments; potentially adverse tax consequences, such as possible foreign taxes on income and gains, and requirements for investors to file tax returns or pay taxes in certain jurisdictions; differences in legal systems , such as requirements for transfer or value added taxes, limits on interest rates and potential lender liability; increased accounting and compliance costs and the burden of navigating diverse foreign laws; potential hostility toward foreign or private equity investors; and less publicly available information. The legal systems of some countries in which the Funds invest lack transparency or could limit the protections available to foreign investors, and the Funds may find it difficult to effectively protect their interests or pursue claims in t less developed legal systems or commercial markets The Funds generally do not intend to obtain political risk insurance. Accordingly, future government actions in such countries could have a significant effect on economic conditions, private sector companies and the Funds’ return from their investments. Further, accounting, auditing, financial and other reporting standards, practices and disclosure requirements in certain of the countries in which the Funds may invest may differ fundamentally from those in the U.S. and Western Europe, resulting in less reliable and less detailed information. Financial statements may not accurately reflect a company’s financial position or results of operations as they would under U.S. generally accepted accounting principles. In addition, in certain instances, Funds may not have access to all information necessary to conduct its due diligence or the information available to the Funds may be less reliable than markets.
On January 31, 2020, the United Kingdom (“UK”) formally withdrew from the European Union (“EU” and such withdrawal, “Brexit”). After this, the UK entered a transition period during which the majority of existing EU rules continued to apply in the UK. Following the end of the transition period on December 31, 2020, EU rules ceased to apply in the UK. The EU and the UK subsequently agreed to the EU-UK Trade and Cooperation Agreement (“TCA”), which governs the trading relationship between the UK and the member states of the EU from and after January 1, 2021.However, the TCA does not include a comprehensive agreement on financial services. In the absence of such an agreement, UK financial sector firms now have more limited access to the EU market, and EU firms face similarly limited access to the UK owing to the loss of passporting rights under applicable EU and UK legislation. While alternative arrangements and structures may permit some cross-border
marketing and services between the EU and UK, these are subject to legal uncertainty and the risk of further legislative or regulatory restrictions.
Despite the TCA, the relationship between the UK and the EU has fundamentally changed and there is still uncertainty about the long-term impact of these new arrangements. Given the size and importance of the UK economy, ongoing uncertainty about its legal, political and economic relationship with the EU will be a source of instability and significant currency fluctuations and could otherwise adversely affect international markets and cross-border arrangements (including economic, tax, fiscal, legal, regulatory or otherwise). Businesses that depend on the free movement of goods or the provision of cross-border services between the UK and the European Economic Area (as currently constituted) could be adversely affected. Restrictions on cross-border services, movement of employees, non-tariff barriers on goods, potential tariffs resulting from “rules of origin” or non-compliance with the aspects of the TCA, increased transit times, and other factors all have the potential to materially impair business profitability. Consequences could involve re-establishing operations in different jurisdictions, relocating personnel or seeking new regulatory authorizations, all of which can be costly and disruptive. These factors could adversely affect the Funds, the performance of their investments and their ability to fulfill their investment objectives. Any decision by another EU member state to withdraw from the EU could exacerbate such uncertainty and instability and may present similar and/or additional potential risks. Brexit has also had, and may continue to have, a negative effect on global economic conditions and financial markets and has prompted and could continue to prompt calls for other EU member states to consider withdrawal. Such developments could raise concerns about the future of the EU, potentially reducing global market liquidity and restricting the ability of key market participants to operate, including in markets relevant to the Funds. The Funds and their portfolio companies could be adversely affected, particularly if they have exposure to businesses that rely on access to the single market for customers’ goods, materials or labor.
Item 7: Types of clients
Advent provides investment advice to Funds generally organized as limited partnerships in which an affiliate of Advent serves as the general partner. Investors in the Funds typically include public pension plans, sovereign wealth funds, funds of funds, corporate pension plans, university endowments, foundations, family offices, insurance companies and other institutional investors. To a limited extent, Advent also may permit high net worth individuals to invest in the Funds. Investors in Advent’s IA and SP Funds are generally high net worth individuals. Advent does not have a minimum commitment size for a Fund, but minimum investment commitments may be established for investors in the Funds. The
general partner of each Fund may in its sole discretion permit investments below the minimum amounts set forth in the organizational documents of such Fund.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
Typically, Advent or an affiliate will enter into performance-based compensation arrangements with the Funds. Such compensation arrangements are subject to negotiation with the investors of the Funds and generally entitle Advent or an affiliate to a percentage of the profits of the applicable Fund (customarily referred to as a “carried interest”), which is typically 20%, and some arrangements are contingent on the Fund achieving certain investment performance hurdles. The IA Funds and SP Funds established by Advent are not charged performance-based compensation, and the Employee Funds are not typically charged performance-based compensation, subject to limited exceptions detailed in their governing documents. Certain Co-Investment Vehicles established by Advent are not charged performance-based compensation, while other Co-Investment Vehicles may be subject to performance-based compensation arrangements as negotiated with the investors in the applicable Co-Investment Vehicle at its inception. Performance-based compensation arrangements may create an incentive for Advent to recommend investments that could be riskier or more speculative than those that would be recommended under a different compensation arrangement. Such compensation arrangements also can create an incentive to favor higher compensation paying Funds over other Funds in the allocation of investment opportunities. Advent has a Fund Allocation Policy and follows procedures designed to allocate investment opportunities among its Funds in a fair and equitable manner and to address this potential conflict from influencing the allocation of investment opportunities among Funds.
Item 10: Other financial industry activities and affiliations Conflicts of interest
A. Other Financial Industry Activities A registered investment adviser is required to disclose whether it or any of its management persons are registered, or have an application pending to register, as a (a) broker-dealer or a registered representative of a broker-dealer, or (b) futures commission merchant, commodity pool operator, a commodity trading advisor, or an associated person of the foregoing entities. Neither Advent nor any of its management persons is registered as such or has any application for such registration pending. B. Material Relationships and Arrangements
Advent has established the following majority owned and wholly owned subsidiaries to provide investment advisory related services, directly or indirectly, to Advent in various countries. 1. 2. 3. 4. 5. 6. 7.
Advent do Brasil Consultoria E Participações Ltda – Brazil Advent International Advisory S.L. – Spain Advent International Australia Pty Ltd – Australia Advent International Colombia S.A.S. – Colombia Advent International Cyprus Limited - Cyprus Advent International GmbH – Germany Advent International Hong Kong Limited – China
8. Advent International Japan Godo Kaisha – Japan 9. Advent International Ltd. – United Kingdom 10. Advent International Luxembourg S.à.r.l. – Luxembourg 11. Advent International Netherlands B.V. – Netherlands 12. Advent International PE Advisors, S.C. – Mexico 13. Advent International SAS – France 14. Advent International S.r.l. – Italy 15. Advent Investment Advisory GmbH – Germany
Advent has established the following wholly owned subsidiaries to provide investment advisory services to certain Funds domiciled in Luxembourg. Each listed entity has been appointed as the alternative investment fund manager of certain of these Funds and has appointed Advent as a sub-advisor to assist it in providing management services to those Funds. 1. Advent International GPE VII, LLC 2. Advent International GPE VIII, LLC
Advent International Fund Manager S.à.r.l. (the “AIFM”), an indirect wholly-owned subsidiary of Advent based in Luxembourg, serves as the alternative investment fund manager for certain Funds domiciled in Luxembourg. The AIFM has delegated certain of its management duties with respect to certain Funds to Advent, and other Funds, to Advent International Lux LLC (“Advent Lux”), a wholly-owned subsidiary of Advent, which then has engaged Advent to provide investment advisory services to Advent Lux in connection with the performance of such delegated management duties.
Advent Global Opportunities Management LLC (“AGOM”), a wholly-owned subsidiary of Advent, is a registered investment adviser that provides investment advisory services to pooled investment vehicles (each an “AGO Fund” and collectively, the “AGO Funds”), and also provides research services to a one or more institutional clients. The AGO Funds include (i) private funds organized in a “master-feeder” structure in which several feeder funds invest substantially all of their assets into the master fund (the “AGO Master Fund”) and, in turn, the AGO Master Fund make investments primarily on publicly traded equities and select noncontrolling private investments in both U.S. and non-U.S. companies, including issuers in emerging markets, (ii) two private funds, each with a single investor that co-invested in a single private investment alongside the AGO Master Fund and (iii) a private fund that, to the extent practicable, employs a public investment strategy similar to the public investment strategy employed by the AGO Master Fund with a tax-efficient focus. Advent Global Opportunities Management Ltd. (together with AGOM, “AGO”) is a majority-owned subsidiary of AGOM that provides research services to AGOM. AGO carries out portions of its
compliance, finance, and other operational functions on an integrated basis with Advent, allowing AGO to leverage Advent’s experience and the breadth of Advent’s global organization. Employees of AGO also participate in meetings and discussions with employees of Advent who are involved in managing the Funds, and in those meetings and discussions information regarding potential investment opportunities may be discussed. Although the AGO Funds and the Funds have different primary investment strategies, from time to time an investment opportunity will be appropriate for both the AGO Funds and the Funds and an AGO Fund will make an investment alongside a Fund. In addition, an AGO Fund will, from time to time, invest in a company owned by a Fund at a different time than the Fund’s investment and may be in a different type of security than the Fund owns. Please refer to Item 11 for a description of potential conflicts of interest that can arise in connection with allocating an investment opportunity to the AGO Funds or the Funds as well as conflicts that can arise when the Funds and the AGO Funds invest in the same company, and the manner in which Advent addresses such conflicts. Various entities serve as general partners of the Funds and are related persons of Advent. For a description of material conflicts of interest created by the relationship among Advent and the general partners, as well as a description of how such conflicts are addressed, please see Item 11 below.
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Trading
Advent has established a Code of Ethics in accordance with Rule 204A-1 under the Investment Advisers Act of 1940, as amended. Advent’s Code of Ethics contains provisions that remind employees of their obligations to the Funds and obligations to comply with federal securities laws, sets forth standards of conduct, restricts personal securities trading and requires reporting of personal securities transactions and holdings. Advent’s Code of Ethics also contains provisions related to reporting violations of, and enforcing, Advent’s Code of Ethics. Each Advent employee is required to acknowledge that he or she received, has read, understands and will abide by Advent’s Code of Ethics. The Code of Ethics is designed to prevent the personal securities transactions and interests of the employees of Advent (directly and indirectly, including through AGO Funds) from interfering with (i) making decisions in the best interest of the Funds and (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts where appropriate. The Code of Ethics requires pre-clearance of transactions in most securities and restricts, with certain exceptions, both the purchase of single-name securities and any trading in the securities of any issuer included on Advent’s restricted list.
Interested persons may request a copy of Advent’s Code of Ethics by contacting Joanna Polcari, Assistant Vice President, Compliance, at (617) 391-1550 or jpolcari@adventinternational.com.
Below is a summary of material conflicts that arise in connection with the participation or interest of Advent and its affiliates and employees in Fund transactions, including participation through an investment in Employee Funds, IA Funds, SP Funds, other Funds and AGO Funds, and an interest arising from serving as a director or in another role with respect to the issuer of securities held by a Fund. Additional conflicts may be disclosed elsewhere in this brochure. In addition, for a more complete description of the potential conflicts of interest relating to a particular Fund please refer to the offering memorandum for such Fund.
Certain Funds may compete for investments with other existing Funds as well as CoInvestment Vehicles and/or new funds that may be formed in the future, some of which may have the same or similar investment strategies. While the Funds co-invest with Employee Funds, IA Funds and SP Funds in each investment, they also may co-invest in certain portfolio companies with other Funds, Co-Investment Vehicles, AGO Funds and new funds that may be formed in the future that have the same or a similar investment strategy or may have a different primary investment strategy but nonetheless may invest in certain portfolio companies in which the Funds invest or are considering an investment. As a result, conflicts of interest will arise in connection with allocating investment opportunities and making, managing or disposing of investments by the Funds. Advent has adopted certain policies and procedures intended to address situations that can give rise to conflicts of interest, including a Fund Allocation Policy, and the Funds’ organizational documents set forth certain restrictions on forming competing Funds and amounts invested by Advent employees and affiliates, as well as other requirements regarding the allocation of investment opportunities.
Advent makes allocation determinations based solely on its expectations at the time such investments and dispositions are made; however, investments and their characteristics may change and there can be no assurance that allocation was appropriate in hindsight. In some cases, Advent’s observation and application of the Fund Allocation Policy may affect adversely the price paid or received by a Fund, or the size of the position purchased or sold by the Fund. Certain Funds are permitted to invest in portfolio companies in which other Funds, affiliates of Advent or personnel of Advent or its affiliates have direct or indirect ownership interests if the conditions specified in the applicable Funds’ organizational documents are satisfied. Some Funds also are permitted to sell their investments to, or purchase investments from, other Funds, affiliates of Advent or personnel of Advent or certain of its affiliates if the
conditions specified in the applicable Funds’ organizational documents for such transactions have been satisfied. In addition, portfolio companies in which certain Funds have invested are permitted to invest in, acquire or sell their securities to, or enter into other transactions with, portfolio companies in which other Funds have invested if the conditions specified in the applicable Funds’ partnership agreements are satisfied. Any of these transactions could give rise to conflicts of interest, including in circumstances where Advent or its affiliates are able to influence the terms and conditions on which such transactions occur and have different economic interests in the parties involved in those transactions. The applicable Funds’ partnership agreements set forth conditions that must be satisfied for those transactions to occur that are intended to mitigate the potential for conflicts of interest, which may include one or more of the following: (i) obtaining a waiver of the restriction on related party transactions by the applicable limited partner advisory committee; (ii) a concurrent purchase or sale of securities by a third-party of at least 15% of the investment on the same or no more favorable terms and obtaining a third-party fairness opinion; (iii) in cases where Advent personnel own less than 10% of the target company, satisfaction of additional conditions such as the securities being purchased in the open market, or at a price not exceeding the most recent closing price, or all other funds owning, in the aggregate, less than 20% of the outstanding equity and having paid less than $75,000,000 for such equity; (iv) purchases of securities from related parties at a price not exceeding the highest price paid by a third-party purchaser, subject to a 5% cap on the aggregate amount of securities purchased from related parties; and (v) in connection with an initial public offering or commencement of trading on a securities exchange, purchases or sales of securities from or to related parties, subject to a specified cap and at a price equal to the price paid by thirdparty purchasers in such offering or transaction. When a Fund co-invests in a portfolio company with other Funds or AGO Funds, or invests in a portfolio company in which another Fund or an AGO Fund has already invested, it is possible that such Fund and the co-investing Funds or AGO Funds may have conflicting interests with respect to the management or disposition of their investment. For example, one Fund may have capital available to participate in a follow-on investment in that portfolio company while another Fund may not have enough capital to participate, which could result in a divergence of views with respect to approving any transaction by the portfolio company that will require an additional equity investment from its investors, or could result in one Fund suffering dilution with respect to its investment as a result of another Fund’s follow-on investment. It is also possible that it may be appropriate for one Fund to dispose of its investment earlier than the other co-investing Funds because that Fund has achieved its return objective with respect to its investment or because that Fund is nearing its dissolution date, which could result in a divergence of views with respect to when to sell a portfolio company or could result in one Fund disposing of its investment before the other co70
investing Funds. Investments disposed of at different times will likely be disposed of at different valuations and, as a result, each Fund may realize different returns as compared to the same investment held by another Fund. These variations in timing may be detrimental to a Fund. At the same time, if Advent determines it is advisable for a Fund to exit an investment at the same time as another Fund, the term of which may expire sooner than the former Fund’s, such Fund may dispose of its interest earlier than it ordinarily would have and may, as a result, experience lower returns than it otherwise may have earned on such investments. In addition, investors may receive different considerations (for instance, investors in one Fund may receive cash whereas investors in another Fund may be provided the opportunity to receive distributions in-kind), which may impact the realized return ultimately received by each Fund. In the event that a conflict of interest arises in connection with managing or disposing of an investment in which a Fund has co-invested with other Funds or AGO Funds, the applicable Fund documents may set forth certain requirements that must be satisfied, such as obtaining a waiver of the restriction on related party transactions by the applicable advisory committee. Subject to complying with any approval or other requirements in the applicable Fund and investment documents, Advent will determine how best to resolve such conflicts taking into consideration the best interests of the Funds and the particular facts and circumstances applicable to each Fund and its investment.
Subject to any specific agreements or contractual rights with limited partners, in general, (i) no investor in a Fund has a right to participate in any co-investment opportunity and investing in a Fund does not give an investor any rights, entitlements or priority to coinvestment opportunities, (ii) decisions regarding whether and to whom to offer coinvestment opportunities, as well as the applicable terms on which a co-investment is made, are made in the sole discretion of Advent or its related persons or other participants in the applicable transactions, such as co-sponsors, (iii) co-investment opportunities typically will be offered to some and not other investors in the Funds, in the sole discretion of Advent or its related persons, and investors may be offered a smaller amount of co-investment opportunities than originally requested and an investor may be offered fewer co-investment opportunities than other investors in the same Fund, with the same, larger or smaller capital commitments to such Fund, (iv) certain persons other than investors in the Funds (e.g., consultants, Independent Advisors, joint venture partners, persons associated with a portfolio company and other third parties), may be offered co-investment opportunities, in the sole discretion of Advent or its related persons, and (v) co-investors may purchase their interests in a portfolio company at the same time as the Funds or may purchase their interests from the applicable Funds after such Funds have consummated their investment in the portfolio company. Each co-investment opportunity (should any exist) is likely to be different, and the allocation of each such opportunity will be dependent upon the facts and
circumstances specific to that unique situation (e.g., timing, industry, size, geography, asset class, projected holding period, exit strategy and counterparty). Additionally, non-binding acknowledgements of interest in co-investment opportunities do not require Advent to notify the recipients of such acknowledgements if there is a co-investment opportunity.
In the event that Advent determines to offer an investment opportunity to co-investors, there can be no assurance that Advent will be successful in offering a co-investment opportunity to a potential co-investor, in whole or in part, that the closing of such co-investment will be consummated in a timely manner, that the co-investment will take place on the terms and conditions that will be preferable for the Fund or that expenses incurred by the Fund with respect to the syndication of the co-investment will not be substantial. Funds bear the risk that any or all excess portion of an investment is not sold or is sold on unattractive terms. In the event that Advent is not successful in offering a co-investment opportunity to potential co-investors, in whole or in part, the Fund may consequently hold a greater concentration and have more exposure in the related investment opportunity than was initially intended and bear the entire portion of any fees, costs and expenses related to such investment, which could make the Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. An investment that is not syndicated to co-investors as originally anticipated could significantly impact a Fund’s available capital and overall investment outcome. Therefore, it is possible that a Fund that overcommits to an investment will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks. Allocating a portion of an investment opportunity for a co-investment generally reduces the amount of the relevant investment opportunity that theoretically could have been taken by a Fund, and because co-investment opportunities generally appeal to investors and third parties, there are potential conflicts of interest in determining the amount of investment opportunity that should be allocated to a Fund.
Item 12: Brokerage practices Conflicts of interest
As the Funds invest primarily in private equity transactions, investments in publicly traded securities will be infrequent occurrences (e.g., securities held as a result of initial public offerings of portfolio companies, going-private transactions, etc.). However, to meet its fiduciary duties to the Funds, Advent has adopted written policies to address issues that may arise with respect to purchasing, holding, and selling publicly traded securities.
Advent’s selection of brokers is based on a number of factors, including, but not limited to, the size and type of transaction, the markets for securities to be purchased or sold, execution, efficiency, settlement capability, financial condition of the broker-dealer, the quality of the broker-dealers portfolio execution on a continuing basis, and reasonableness of brokerage commissions. A review process is used to evaluate the applicable considerations each time a position is acquired, exited or transferred away from an executing broker. Advent always attempts to achieve the best overall execution price for its Funds in light of the structure of the particular transaction. Advent will evaluate each transaction to confirm that the execution price is in line with, or exceeds, that of the current market based on specific facts and circumstances of the transaction. The lowest possible commission cost is not necessarily sought for every transaction in that it may not result in the best quality execution of transactions effected for the Funds.
It is Advent’s policy not to enter into any soft dollar arrangements. A “soft dollar” arrangement is an arrangement whereby an investment adviser directs client brokerage, or pays higher commissions, to a particular broker-dealer in return for research or other services from such broker-dealer. Advent may, however, receive proprietary research and electronic trading, order routing and risk monitoring services from broker-dealers as an incident of doing business with such broker-dealers, but only where (i) there is no arrangement to direct a specific amount of Advent’s commission business to such brokerdealers in exchange for such items and (ii) Advent does not “pay up” for such items in the form of higher commissions on Fund trades. Advent does not have any formal or informal soft dollar arrangements by which it receives research or brokerage products or services. It is Advent’s policy not to enter into directed brokerage arrangements. A “directed brokerage” arrangement is an arrangement whereby a client of an investment adviser instructs the adviser to direct a portion of its brokerage transactions to a particular brokerdealer.
When more than one Fund holds securities of the same portfolio company, Advent typically sells a pro rata portion (based on the amount of securities that each Fund holds) of the securities held by each Fund at the same time. This aggregation of sales is typically required by the organizational documents of the Funds. Occasionally less than all of the Funds holding securities of the same portfolio company will sell in the same transaction. However, this only occurs when the Funds have acquired those securities at different times or otherwise have different investment objectives.
Item 14: Client referrals and other compensation Conflicts of interest
One or more parties will act as placement agents for the interests in certain Funds. Any placement agent fees and expenses incurred in connection with the admission of investors to such Funds are typically borne and paid by the applicable General Partner from its own funds, and the Funds generally do not pay or incur any placement agent fees or expenses in connection with investments by their limited partners. However, any fees paid to locally licensed intermediaries or distributors that the Funds are required to engage to accept subscriptions or offer interests in the Funds in a particular jurisdiction outside of the United States shall not be deemed to be placement fees for this purpose and may be treated as organizational expenses for the Funds. In addition, certain Funds’ alternative investment
fund managers may perform distribution activities for the offer and sale of interests in such Funds through their offices and branches and may enter into distribution agreements with affiliates or third parties for the offer and sale of interests in certain jurisdictions. For details regarding economic benefits provided to Advent by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. Item 15 – Custody
Item 9: Disciplinary information
Since March 2022, Advent has been involved in proceedings in both Mexico and the U.S. with Servicios Funerarios GG, S.A. de C.V., a Mexican company (“Servicios Funerarios”). Servicios Funerarios has alleged fraud in connection with the sale of Grupo Gayosso S.A. de C.V. (“Gayosso”), a Mexican funeral services provider from certain special purpose vehicles (the “Sellers”) indirectly owned by certain Funds (the “Selling Funds”) to Servicios Funerarios in 2021 (the “Gayosso Transaction”). The Selling Funds executed a financial guarantee (the “Guarantee”) in favor of Servicios Funerarios in connection with the Gayosso Transaction. Over the course of 2022 and 2023, in connection with the Gayosso Transaction, Servicios Funerarios (i) filed civil claims in Mexico (the “Mexican Civil Proceedings”), (ii) caused criminal proceedings to be initiated in Mexico (the “Mexican Criminal Proceedings”) and (iii) commenced a civil action in the United States District Court for the District of Massachusetts (together with the Mexican Civil Proceedings and the Mexican Criminal Proceedings, the “Gayosso Litigation”) against Advent and certain other defendants. In 2023, Advent and the Selling Funds filed an action in the Delaware Court of Chancery against Servicios Funerarios,
seeking injunctive, declaratory, and compensatory relief on the basis of the Guarantee. In 2024, the Delaware Court of Chancery, among other things, (i) held that Servicios Funerarios breached the Guarantee; (ii) permanently enjoined Servicios Funerarios from prosecuting the Mexican Civil Proceedings against Advent; and (iii) declared that the Guarantee was terminated as of March 2022 when Servicios Funerarios filed the Mexican Civil Proceedings. In October 2022, the judge in the Mexican criminal proceeding issued an order immobilizing the transfer of certain assets unrelated to Gayosso, which were indirectly held by different Funds (the “Initial Asset Embargo”). The Initial Asset Embargo and a subsequent asset embargo authorized in January 2023 have since expired. It is possible that Servicios Funerarios may seek the imposition of similar measures in the future. Any such restrictions could impact the sale of portfolio companies held by Funds different than those involved in the Gayosso Litigation, including the Fund. Advent categorically rejects the allegation that it or its affiliates committed fraud, has not identified any merit to the accusations of fraud, and continues to vigorously contest Servicios Funerarios’ claims in all proceedings. The Gayosso Litigation remains ongoing.
Item 13: Review of accounts
Each Fund has specific investment criteria and limitations set forth in its organizational documents. At the time of any investment by a Fund, members of Advent’s investment committee for that Fund evaluate whether the investment will satisfy the particular investment criteria and limitations applicable to that Fund. After an investment is made by a Fund, the senior investment professionals who are responsible for that investment will continuously monitor the investment for the Fund. Any decision to sell securities held by a Fund is made by members of Advent’s investment committee for that Fund. Refer to Item 4 of this Brochure for a description of Advent’s process for the ongoing management and disposition of investments.
Portfolio reports are prepared for all Funds. They are furnished to investors in the Funds as agreed upon in the partnership agreements or other organizational documents of the Funds. These reports may be provided quarterly, semi-annually or annually, and their contents may vary by Fund. Portfolio reports include a description of the securities held by the Fund; the total cost, unit cost and current value of each security in the Fund’s portfolio; a summary of all transactions for the account of the Fund during the applicable period; and the Fund’s performance for the period from inception. The reports also contain a short general discussion of the individual investments made by the relevant Fund.
Item 15: Custody
more frequent, account statements directly to the Funds.
Item 16: Investment discretion
Advent generally has complete discretion to make all investment decisions for the Funds, subject to any applicable investment criteria or other restrictions and limitations set forth in the organizational documents of the Funds. Refer to Item 4 of this Brochure for a description of investment criteria of the Funds. With respect to the Co-Investment Vehicles, the decision to make a co-investment through a Co-Investment Vehicle will be made by the investors in that Co-Investment Vehicle, not by Advent. Refer to Item 5 of this Brochure for a description of the Co-Investment Vehicles.
Item 17: Voting client securities
Advent has established proxy voting policies and procedures, and Advent’s Fund Administration Department oversees the proxy voting process on behalf of the Funds. Designated Advent employees are responsible for reviewing, analyzing, monitoring and voting all proxies.
Advent will vote proxies on a case-by-case basis in a manner that it determines to be in the best interest of each particular Fund considering the facts and circumstances it determines to be relevant at the time of the vote, as determined by Advent’s deal team member responsible for the investment in the particular company in question, unless there is a potential conflict of interest that requires special treatment under Advent’s proxy voting policies and procedures. Advent defines the best interest of a Fund in this context primarily with reference to the impact that the issue being voted upon may have on the desirability of owning the security from the perspective of the Fund.
Advent’s proxy voting policies and procedures include guidelines regarding: (i) the determination, on a case-by-case basis, of how proxies will be voted; (ii) the responsibility
of certain designated employees with regard to the proxy voting process; (iii) how material conflicts of interest are addressed so that all proxies are considered and voted in the best interest of the applicable Fund; and (iv) record keeping requirements. Upon request, Advent will provide a Fund or an investor in a Fund with information regarding how the applicable Fund’s proxies were voted and will provide a copy of its proxy voting policies and procedures. To obtain this information, please send a written request to: Advent International, L.P. Prudential Tower 800 Boylston Street Boston, MA 02199 Attn: Fund Administration 617-951-9400
Item 18: Financial information
Advent has no financial condition that impairs its ability to meet contractual commitments to its Funds. Advent has not been the subject of a bankruptcy petition.
Filings
23 filings to the SEC since October 2021: 23 other. The latest 20:
- Aug 31, 2026N-PX EDGAR
- Aug 14, 202613F-HR EDGAR
- May 15, 202613F-HR EDGAR
- Feb 17, 202613F-HR EDGAR
- Nov 14, 202513F-HR EDGAR
- Sep 2, 2025N-PX EDGAR
- Aug 14, 202513F-HR EDGAR
- May 15, 202513F-HR EDGAR
- Feb 14, 202513F-HR EDGAR
- Nov 14, 202413F-HR EDGAR
- Aug 30, 2024N-PX EDGAR
- Aug 14, 202413F-HR EDGAR
- May 15, 202413F-HR EDGAR
- Feb 14, 202413F-HR EDGAR
- Nov 14, 202313F-HR EDGAR
- Aug 14, 202313F-HR EDGAR
- May 15, 202313F-HR EDGAR
- Feb 14, 202313F-HR EDGAR
- Nov 14, 202213F-HR EDGAR
- Aug 15, 202213F-HR EDGAR
The 23 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Stakes it holds
ADVENT INTERNATIONAL, L.P. has told the SEC it owns more than 5% of 11 companies, latest first (Schedules 13D and 13G).
- Definitive Healthcare Corp.SCHEDULE 13D/A Feb 14, 2022 to Oct 1, 20264
- NCS Multistage Holdings, Inc.SCHEDULE 13G/A May 15, 2025 to Sep 1, 20265
- INNIO N.V.SCHEDULE 13G Aug 13, 20266
- Intuitive MachinesSCHEDULE 13G Jan 20, 20267
- CCCSCHEDULE 13D/A Apr 13, 2022 to Nov 12, 20258
- First Watch Restaurant Group, Inc.SCHEDULE 13G/A Feb 14, 2022 to Nov 12, 20259
- Waystar Holding Corp.SCHEDULE 13D Oct 3, 202510
- ATI Physical Therapy, Inc.SC 13D/A Nov 29, 2021 to Dec 17, 202411
- CI&TSC 13G/A Feb 14, 2022 to Feb 14, 202412
- OLAPLEX HOLDINGS, INC.SC 13G/A Feb 14, 2022 to Feb 14, 202413
- Sovos Brands, Inc.SC 13G/A Feb 14, 2022 to Feb 14, 202414
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8
- 9
- 10
- 11
- 12
- 13
- 14