Private company
TSG Consumer Partners LP
American company, incorporated in Delaware. Summary from the record
Last updated Oct 21, 2026.
Overview
- HeadquartersDE1
Corporate structure
TSG Consumer Partners LP is part of a group headed by Tsg Advisor Midco LLC. 3 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of TSG Consumer Partners LP
- Pierre Sylvio Lecomte Owns 5% to 10% of TSG Consumer Partners LP, since 01/2009 (Form ADV)
- Colin Samuel Arthur Welch Owns 5% to 10% of TSG Consumer Partners LP, since 03/2016 (Form ADV)
- Charles Howard Esserman Owns 25% to 50% of Tsg Advisor Topco LLC Managing, since 11/1987 (Form ADV)
- James Lewis O'hara Owns 25% to 50% of Tsg Advisor Topco LLC Managing, since 01/2001 (Form ADV)
- Mary Hadley Mullin Owns 25% to 50% of Tsg Advisor Topco LLC Managing, since 01/2007 (Form ADV)
- Tsg Advisor Topco LLC Owns 50% to 75% of Tsg Advisor Intermediateco Member LLC, since 01/2020 (Form ADV)
- Tsg Advisor Intermediateco LLC Owns 75% or more of Tsg Advisor Midco LLC Member, since 01/2020 (Form ADV)
- Dyal Capital Partners IV Owns 25% to 50% of Tsg Advisor LLC Member, since 01/2020 (Form ADV)
- Tsg Advisor Midco LLC
- TSG Consumer Partners LP DE
- Dutch Bros. Coffee Stake · Grants Pass
- TSG Consumer Partners LP DE
Built from major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 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
TSG Consumer Partners LP 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$14.3B2 18 accounts, all with discretion
- Employees73 36 in investment advice or research
- ClientsPooled investment vehicles (other than investment companies and: 18 ($14.3B)
- How it is paidA percentage of assets under its management; Other: CARRIED INTEREST
- What it doesPortfolio management for pooled investment vehicles (other than investment companies)
- Holds client assetsYes: cash and securities
- RegistrationSEC 801-74089, CRD 160826 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).
- TSG ADVISOR MIDCO LLCowns 50% to 75%, since 12/2016
- Pierre Sylvio Lecomteowns 5% to 10%, since 01/2009
- Colin Samuel Arthur Welchowns 5% to 10%, since 03/2016
- TSG ADVISOR INTERMEDIATECO LLCowns 75% or more of TSG ADVISOR MIDCO LLC MEMBER, since 01/2020
- TSG ADVISOR TOPCO LLCowns 50% to 75% of TSG ADVISOR INTERMEDIATECO MEMBER LLC, since 01/2020
- DYAL CAPITAL PARTNERS IVowns 25% to 50% of TSG ADVISOR LLC MEMBER, since 01/2020
- Charles Howard Essermanowns 25% to 50% of TSG ADVISOR TOPCO LLC MANAGING, since 11/1987
- Mary Hadley Mullinowns 25% to 50% of TSG ADVISOR TOPCO LLC MANAGING, since 01/2007
- James Lewis O'Haraowns 25% to 50% of TSG ADVISOR TOPCO LLC MANAGING, since 01/2001
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
TSG Consumer Partners, LP (including, where the context permits, its Affiliated General Partners (as defined below), “TSG”) is a private equity firm, which primarily provides investment advice on and manages investments in established companies in the consumer industry. TSG was formed as a Delaware limited liability company in 2011 and converted to a limited partnership in 2020, but was originally founded in 1986. TSG currently provides discretionary investment advisory services to a number of private investment funds (the “Funds”) that are exempt from registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”). The principal owners of TSG are Charles H. Esserman, James L. O’Hara and M. Hadley Mullin, indirectly through TSG Advisor Midco LLC, TSG Advisor Intermediate Co LLC and TSG Advisor Topco LLC. Affiliates of TSG serve as the general partners of the Funds (the “Affiliated General Partners”). Each of the Affiliated General Partners is a related person of TSG and is under common control with TSG. While each Affiliated General Partner retains management authority over the business and affairs, including investment decisions, of its respective Fund, TSG has been delegated the role of investment adviser. The Affiliated General Partners and their employees and personnel are subject to the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and rules thereunder, and to all of TSG’s compliance policies and procedures. Each of the personnel of the Affiliated General Partners will be deemed “persons associated with” TSG (as that term is defined in section 202(a)(17) of the Advisers Act). As such, references to TSG in this Brochure should also be considered references to the Affiliated General Partners (and vice versa) in the appropriate context. TSG generally has broad and flexible investment authority with respect to the Funds. Each Fund’s investment objectives and strategy is set forth in such Fund’s confidential private placement memorandum (“PPM”). All investors in the Funds (“Investors”) are provided with a PPM prior to making an investment in such Fund and are urged to carefully review it along with this Form ADV Part 2A. In addition, each Fund is governed by a limited partnership agreement, advisory agreement or similar document that specifies the specific investment guidelines and investment restrictions applicable to the Fund (together with the PPM and side letters negotiated with investors in the Fund, the “Governing Documents”). The Funds may make investments in equity, equity-related securities, senior preferred equity or debt securities and other instruments. These investments are generally made in consumer industries. Investments may represent a controlling or non-controlling interest in portfolio companies (each, a “Portfolio Company” and each investment in a Portfolio Company, a “Portfolio Investment”). TSG’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Funds, managing and monitoring the performance of such investments and disposing of such investments. As noted above, the clients of TSG are the Funds, and the investment strategy of each Fund is generally similar. TSG tailors its investment advice to each Fund in accordance with the Fund’s investment objectives and strategy as set forth in the relevant Governing Documents. Investment advice is provided directly to the Funds, subject to the discretion and control of the applicable Affiliated General Partner, and not individually to the Investors. TSG typically does not tailor its advisory services to the individual needs of Investors. Once invested in a Fund, Investors generally cannot impose additional investment guidelines on or restrictions to such Fund.
As of December 31, 2025, TSG manages approximately $14,041,980,685 of client assets on a discretionary basis. TSG does not currently manage any client assets on a non-discretionary basis.
Item 5: Fees and compensation Fees
TSG and/or its affiliates typically receive compensation in the form of Advisory Fees (defined below), Carried Interest (defined below in Item 6), and certain fees or expense reimbursements from Portfolio Companies. Advisory Fees As compensation for investment supervisory services rendered to the Funds, TSG receives from each such Fund an advisory fee (each, an “Advisory Fee”) typically calculated based on committed capital. Advisory Fees are typically reduced at certain points during the life of a Fund as described in the respective Fund Governing Documents and Item 11. As described in “Portfolio Company Fees” below, Advisory Fees paid by a Fund are also reduced by other fees or compensation received by TSG or its affiliates that relate to such Fund’s activities and investments, or by certain excess organizational or other expenses borne by such Fund. Advisory Fees paid by a Fund are indirectly borne by the Investors. The precise amount of, and the manner and calculation of, the Advisory Fees for each Fund are established by the Adviser and are set forth in such Fund’s Governing Documents. The Advisory Fees and other fees and distributions described herein are generally subject to modification, waiver or reduction by TSG in its sole discretion, both voluntarily and on a negotiated basis with selected Investors via side letter and other arrangements, which are generally not disclosed to other Investors in the same Fund. The fee structures described herein may be modified from time to time. Fees differ from one Fund to another. Certain Funds and Investors in such Funds incur lower or no Advisory Fees. Advisory Fees billed to and received from the Funds vary Fund by Fund and are payable quarterly in advance with respect to certain Funds, or semi-annually in advance with respect to other Funds. Upon termination of an advisory agreement, Advisory Fees that have been prepaid are generally returned on a prorated basis. TSG typically deducts Advisory Fees from the applicable Fund directly from the Fund’s assets. Investors do not have the ability to choose to be billed directly for Advisory Fees incurred. Portfolio Company Fees In addition to the Advisory Fees and Carried Interest (as defined below in Item 6), TSG and its affiliates from time to time receive a variety of other fees relating to the investment activities of a Fund and its Portfolio Companies including monitoring fees and directors fees with respect to the Portfolio Companies (collectively, “Portfolio Company Fees”) pursuant to agreements with Portfolio Companies of the Funds governing the advice and consultation, operational management and similar ongoing services provided by TSG to such Portfolio Companies. TSG or its affiliates receive monitoring fees pursuant to monitoring agreements with Portfolio Companies of the Funds governing the advice, consultation and other similar ongoing services provided by TSG to such Portfolio Companies. Generally, in the event of an initial public offering or other disposition, TSG ceases collection of monitoring fees. The amount and timing of Portfolio Company Fees received by TSG or the Affiliated General Partners are generally specified in the agreement or other documentation governing the applicable transaction. The payment of Portfolio Company Fees by Portfolio Companies will, in some, but not all, circumstances create a conflict of interest between TSG and the Affiliated General Partners, and the Funds and their Investors because the amounts of these Portfolio Company Fees and reimbursements are often substantial and the Funds and the Investors generally do not have a direct interest in these fees and reimbursements.
TSG determines the amount of these Portfolio Company Fees for the services provided and reimbursements in its own discretion, subject to agreements with sellers, buyers, and management teams, the board of directors of or lenders to Portfolio Companies, and/or third-party co-investors in its transactions, and the amount of such fees and reimbursements often will not (except in connection with the reductions described herein) be disclosed to the Investors. In many cases, with respect to the implementation of the arrangements described above, there is not an independent third party involved on behalf of the relevant Portfolio Company and therefore the fees are not subject to a market check. A conflict of interest exists in the determination of any such fees and other related terms in the applicable agreement with the Portfolio Company by virtue of TSG acting on behalf of both parties. TSG either voluntarily or under agreements with the Funds offsets Advisory Fees by 100% of the portion of Portfolio Company Fees attributable to a particular Fund’s investment in the applicable Portfolio Company. Expenses Expense Reimbursement A Portfolio Company will often reimburse TSG for expenses, including without limitation, travel and travel-related expenses, meals and entertainment expenses, including, as applicable, closing dinners and mementos, transportation and meals, social and entertainment events with Portfolio Company management, customers, clients, brokers and service providers, expenses relating to training programs, meetings or other events (whether or not such programs, meetings or events are attended by Portfolio Company personnel), expenses relating to hiring Portfolio Company personnel (including background checks, recruiting and relocation expenses), indemnification expenses, certain legal expenses (including legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio company borrower or a lender) and similar out-of-pocket expenses, consulting fees and other cash and non-cash compensation and expenses incurred by TSG in connection with its performance of services for such Portfolio Company, as well as other expenses described in the relevant Fund documents or in other sections of this Item 5, Item 8, or Item 11. Such reimbursed expenses are generally not included as Portfolio Company Fees in Governing Documents, and such reimbursements do not reduce the Advisory Fee. As used throughout this Brochure, “travel and travel-related” expenses shall be deemed to include, without limitation, commercial and non-commercial transportation costs (including first class or business class travel and the cost of chartering private aircraft or other private air travel ((including from an affiliate of the Affiliated General Partner or its personnel) at a cost above the cost of first class commercial airfare) and private car travel and other ground transportation), first class lodging and other accommodations, premium meals (including, as applicable, closing dinners and mementos), and social and entertainment events (including with portfolio entity management, customers, clients, borrowers, brokers and service providers).
Fund Expenses Each Fund is responsible for all expenses related to its operations, to the extent not paid or reimbursed by such Fund’s underlying Portfolio Companies. These expenses typically include, but are not limited to, (i) all fees, costs and expenses, if any, incurred in sourcing, originating, developing, managing risk assessments for, negotiating, consummating, monitoring, structuring, trading, settling, holding and disposing of portfolio investments, including without limitation any financing, legal, accounting, tax, loan administration, audit, actuarial, investment banking, reporting, appraisal, valuation (including fees and
expenses paid to third-party valuation agents for valuations, appraisals and pricing services), insurance, brokerage, due diligence (including expenses incurred in connection with hiring or consulting with subject and industry matter experts), research, administrative (including expenses incurred in connection with any reporting, projections or valuations and, if applicable, any translation services), operational support, structuring, litigation, indemnification, administrator, custody, advisory, consulting and other service provider and professional costs and expenses in connection therewith, including expenses which the Affiliated General Partner reasonably determines to be related to the investment of the Fund’s assets (including, without limitation, travel (including the cost of chartering private aircraft or other private air travel (including from an affiliate of the Affiliated General Partner) at a cost above the cost of first class commercial airfare), accommodations, meals, industry conference costs (including the sponsorship and/or hosting thereof), and other incidentals of personnel attending) and any costs or expenses associated with, developing, negotiating, consummating, monitoring, structuring, trading, settling, holding or disposing of any non-U.S. or other portfolio investments of the Fund (whether incurred by TSG or its affiliates, including, without limitation, the allocable rent and/or compensation cost of personnel located in local nonU.S. offices who are involved in the business and affairs of the Fund, or by any other third party), (ii) all fees, costs and expenses incurred in developing, negotiating or structuring any investment in which the Fund does not actually invest, including, without limitation, any financing, legal, break-up fees, auditing, accounting, advisory, financing and consulting costs and expenses in connection therewith (including, for the avoidance of doubt, any costs or expenses described in clause (i) incurred in respect of such investment in which the Fund does not ultimately invest), including any portion directly attributable to any co-investors to the extent not borne by such co-investor, (iii) brokerage fees, commissions, discounts and expenses and other investment costs (including, but not limited to, intermediary fees and expenses, prime brokerage fees, consulting fees, finder’s fees, commissions, and discounts, agent bank and other bank service fees, custodial fees, costs and expenses, trustee fees, and expenses, registrar fees and expenses, depositary fees and expenses, transfer fees and expenses, registration fees and expenses, hedging fees, costs and expenses with respect to currency exposure and other fees and expenses relating to bank or securities accounts), (iv) the costs of preparing reports, notices, financial statements, capital calls, distributions and providing related services (including the Fund’s share of any compensation (which includes any bonuses) regardless of how such compensation is structured, related to any internal accounting services provided by the Affiliated General Partner or its affiliates as determined in the Affiliated General Partner’s sole discretion), tax returns, and Schedule K-ls for or meeting with the Investors, including all costs and expenses in connection with providing capital calls, distributions, reports and notices to the partners as described in the Governing Documents (including fees and expenses of information technology used to facilitate such activities), and investor servicing expenses (including expenses incurred in connection with providing Investors access to the Fund reporting site), (v) the fees, costs and expenses of auditors, actuaries, accountants, lawyers, transfer agents, administrators, registrars custodians, third party valuation agents, appraisers and pricing services and other outside advisors, AML officers, consultants (including but not limited to ESG consultants), and other service providers (including where such services provided by such parties overlap with services performed by other providers or TSG Personnel (as defined below in Item 11)), (vi) interest on, the principal of and fees, insurance and expenses arising out of and other amounts incurred in connection with borrowings (or the option to borrow including interest expenses and debt service attributable to borrowed money), financings, guarantees, hedging or derivative transactions made by the Fund, including, but not limited to, the arranging, obtaining and maintaining thereof, (vii) any costs and expenses incurred related to legal and/or regulatory compliance-related matters and regulatory filings related to the Fund, the Affiliated General Partner, TSG or any of their affiliates, and/or the activities of any of the foregoing with U.S. federal, state, local, non-U.S. or other law and regulation (including, without limitation, costs and expenses relating to (A) any investigation or examination (including, without limitation, any investigation conducted by any U.S. federal, state, local or foreign regulatory body), settlement or review of the Fund, (B) the preparation and filing of Form PF, Form ADV and/or other regulatory filings of the Affiliated General Partner, TSG and their affiliates relating to the Fund’s activities, as well as all filings with the Commodities Futures Trading Commission (the “CFTC”) and any costs and expenses relating to
Item 8: Methods of analysis, investment strategies and risk of loss Investment strategies and risks
Investing in securities involves risk of loss that Investors should be prepared to bear. There can be no assurance that TSG and the Funds will achieve their investment objectives or that the investment strategies employed by TSG will be successful. The Funds primarily make investments in equity, equity-related securities, senior preferred equity or debt securities. However, this list does not in any way limit the discretion that TSG has to invest Fund assets in a wide range of investment types as described in the Governing Documents of each of the Funds. These investments are generally made in consumer industries. Investments may represent a controlling or noncontrolling interest in Portfolio Companies. TSG primarily targets companies of varied size with annual revenues ranging between $15 million and $1.5 billion. TSG’s investment strategy includes investments in private and publicly traded companies, both domestic and abroad, and includes both majority and minority equity and debt positions. TSG typically deploys capital for a variety of purposes, including internal growth and acquisitions, full or partial liquidity for entrepreneurs, family members or passive investors, management buyouts, purchases of corporate divestitures of subsidiaries, divisions and product lines, going private transactions or structured investments into public companies, and recapitalization transactions. TSG’s approach to the investment process includes: (i) sourcing, (ii) initial business evaluation, (iii) due diligence, (iv) transaction execution, (v) postinvestment process, and (vi) realization. The strategy TSG employs incorporates the following components: •
Investing in Consumer Companies: TSG focuses on select companies in consumer industries.
•
Investment Sourcing Capabilities: TSG utilizes an extensive network of relationships with consumer companies, industry managers, consultants, investment bankers, lawyers, accountants and other intermediaries to source investment opportunities.
•
Creating Value Through Active Participation: TSG will generally participate in the management of its Portfolio Companies, with a focus on expanding Portfolio Companies’ sales quickly and across multiple distribution channels and new geographies as well as developing innovative product-line extensions.
•
Financial Leverage: TSG generally employs financial leverage, which may enable investment in new product introductions, channel or geographic expansion, operations and/or increased sales and marketing activities.
An investment in the Funds involves a significant degree of risk. There can be no assurance that the Funds’ targeted rate of return will be achieved or that there will be any return of capital. The environment for private equity investments is increasingly competitive and an Investor should only invest in the Funds if the Investor can withstand the liquidity constraints of an investment in the Funds and a total loss of its investment. Any given investment made by the Funds may prove to be worthless. There can be no assurance that the Funds will be able to generate returns for its investors or that returns will be commensurate with the risks of investing in the type of companies and transactions described herein. Investors in the Funds should be prepared and able to absorb a loss of some or all of the capital invested. There can be no assurance that any Investors will receive any distributions from the Funds. No guarantee or representation is made that the Funds’ investment program will be successful. The following is a summary of some of the risks that Investors should consider:
Suitability of Investments. An investment in a Fund is not suitable for all investors. An investment is suitable only for sophisticated investors and an investor must have the financial ability to understand and willingness to accept the extent of its exposure to the risks and lack of liquidity inherent in an investment in the Funds. Investors with any doubts as to the suitability of an investment in the Fund should consult their professional advisers to assist them in making their own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Fund in light of their own circumstances and financial condition. Projections. TSG and the Funds will from time to time rely upon projections, forecasts or estimates developed by the Funds or a company in which the Funds are invested or is considering making an investment concerning a company’s future performance and cash flow. Projections, forecasts and estimates are forward looking statements and are based upon certain assumptions. Actual events are difficult to predict and beyond the Funds’ control. Actual events may differ from those assumed. Some important factors that could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates, market fluctuations and U.S. and non-U.S. business, market, financial or legal conditions, among others. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results for a Fund or its Portfolio Companies will not be materially lower than those estimated or targeted. Unspecified Investments. A Fund will begin operations upon closing and generally will not have identified any particular investments. The Funds may be unable to find a sufficient number of attractive opportunities to meet its investment objectives. The success of the Funds will depend on the ability of the Affiliated General Partners to identify suitable investments, to negotiate and arrange the closing of appropriate transactions and to arrange the timely disposition of investments. Reliance on Management of the Funds. Decisions with respect to the management of the Funds will be made by the Affiliated General Partners with the advice of TSG, and Investors have no right or power to take part in the management or control of the Funds. Accordingly, no prospective investor should purchase any interests in a Fund unless it is willing to entrust all aspects of management of the Funds to the Affiliated General Partners and TSG. A prospective investor must rely upon the ability of the Affiliated General Partners to identify, structure, and implement investments consistent with the Funds’ investment objectives and policies. Investors will not receive the detailed financial information issued by Portfolio Companies that is available to the Affiliated General Partners and TSG, and therefore will not have all the information on which the Affiliated General Partners and TSG rely when making decisions on behalf of the Funds. The success of the Funds will depend on the ability of the Affiliated General Partners and TSG to identify and consummate suitable investments, to improve the operating performance of Portfolio Companies and to dispose of investments of the Funds at a profit. These objectives may not be achieved. Subjective decisions made by the Affiliated General Partners may cause the Funds to incur losses or to miss profit opportunities on which they would otherwise have capitalized. There can be no assurance that TSG Personnel (as defined below in Item 11) will continue to be associated with TSG throughout a Fund’s term. The loss of the services of one or more Managing Principals or other professionals of TSG could have an adverse impact on the Funds’ ability to realize its investment objectives. The Managing Principals may be engaged in some activities unrelated to the Funds, including, without limitation, participating on boards of directors for companies that are not Portfolio Companies of the Funds and boards of nonprofit or civic organizations, or holding advisory positions with other investment firms or with companies that are not Portfolio Companies of the Funds. The Funds will have no interest in these other activities. The performance of the Funds could be adversely affected by the other professional commitments of the Managing Principals. Additionally, the activities of the Funds may be restricted as a result of TSG’s principals’ individual activities, because TSG’s principals may from time to time acquire confidential or material nonpublic information by their involvement in these activities that they are legally prevented from using for the benefit of the Funds. For
instance, due to such restrictions, the Funds may not be able to initiate a transaction that they otherwise might have initiated and may not be able to sell an investment that they otherwise might have sold. Reliance on Portfolio Company Management. Although the Affiliated General Partners will monitor the performance of each Portfolio Investment, it will be the responsibility of each Portfolio Company’s management team to operate the Portfolio Company’s business on a day-to-day basis. The Affiliated General Partners generally intend to invest in companies with strong management and/or recruit strong management to such companies; however, there can be no assurance that the management of such companies will be able or willing to successfully operate a company in a manner that maximizes the value of the company’s business and operations. A Portfolio Company may depend on the management talents and efforts of one person or a small group of persons whose death, disability or resignation would significantly adversely affect the Portfolio Company’s performance. Highly Competitive Market for Investment Opportunities. The business of identifying, structuring and completing transactions of the nature contemplated by the Funds are highly competitive and involves a high degree of uncertainty, especially with respect to timing. The Funds compete for investments with other private equity investment vehicles as well as strategic buyers and other investors. The availability of attractive investment opportunities generally will be subject to market conditions as well as the prevailing regulatory and political climates. The size and number of private equity investment vehicles has grown dramatically, and it is likely that these trends will continue. Some of these competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, or more personnel than the Funds, the Affiliated General Partners or their affiliates. It is possible that competition for appropriate investment opportunities may increase, thus reducing the number of investment opportunities available to the Funds and adversely affecting the terms upon which investments can be made. In addition, increased competition for investments has led to a greater number of competitors participating in auction processes, which has from time to time led to increased pressure on the pricing of certain transactions. For example, given the increasingly competitive environment, TSG may find it more difficult to obtain buyerfavorable terms in a transaction, such as receiving an indemnification by the seller for a breach of representations or warranties, the ability to terminate a transaction if financing sources become unavailable or unwilling to fund, or the ability to terminate the transaction if there has been a material adverse change in the company’s business prior to closing of the investment. In addition, TSG may find competitors for investment opportunities willing to offer seller-favorable terms in a transaction, such as providing a “reverse break-up fee” and fund-level guarantees. In the event a financing-related closing condition is not available to a Fund or if a Fund is required to provide a reverse break-up fee or guarantee in connection with a potential investment, the Fund may become obligated to consummate a transaction on less favorable terms or may be required to fund the reverse break-up or similar fee in connection with a potential investment that is not made. The Funds are unlikely to have identified any particular investment prior to its initial closing, nor can there be any assurance that a Fund will be able to locate suitable investment opportunities in the future, or acquire them for an appropriate price, or achieve its targeted rate of return. Likewise, there can be no assurance that a Fund will be able to realize upon the value of its investments or that it will be able to invest its committed capital. To the extent that a Fund encounters competition for investments, returns to Investors may decrease, including as a result of higher pricing, foregoing opportunities, or negotiating fewer transactional protections in order to remain competitive. In addition, Investors will be required to pay Advisory Fees based on capital commitments throughout the Commitment Period irrespective of whether the Fund is able to deploy all of its capital commitments. Additionally, the Funds may incur bid, due diligence, negotiating, consulting or other costs on investments that may not be successful. As a result, the Funds may not recover all of such costs, which would adversely affect returns. There generally will be little or no publicly available information regarding the status and prospects of prospective Portfolio Companies. Many investment decisions by the Affiliated General Partners and TSG will be dependent upon the ability of their respective members and agents to obtain relevant information
Item 7: Types of clients
TSG currently provides investment management services to the Funds. Investment advice is provided directly to the Funds (subject to the direction and control of the general partner of each such Fund, if applicable) and not individually to Investors in such Fund. Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. Investors in the Funds are generally “qualified purchasers” as defined in the 1940 Act, and may include, among others, high net worth individuals, banks, thrift institutions, pension and profit-sharing plans, trusts, estates, charitable organizations, university endowments, corporations, limited partnerships and limited liability companies or other entities. TSG does not have a minimum size for a Fund, but minimum investment commitments may be established for Investors in the Funds. The Affiliated General Partner of each Fund may in its sole discretion permit investments below the minimum amounts set forth in the Governing Documents of such Fund. Investors must execute a subscription agreement in which they make various representations, including representations regarding their eligibility to invest in each Fund. In order to facilitate investment by certain categories of Investors, the Affiliated General Partners from time to time create one or more parallel investment entities (“Parallel Funds”), the structure of which may differ from that of the Funds but which will invest proportionately in all transactions on effectively the same terms and conditions as the Funds, subject to applicable legal, tax, accounting, regulatory or other similar considerations. In addition, each Parallel Fund bears a share of expenses related to such investments, which amounts are allocated at the discretion of TSG. See Item 5 for additional discussion of Fund expenses and Item 8 and Item 11 for additional information on the allocation of such expenses.
Item 6: Performance-based fees and side-by-side management Conflicts of interest
With respect to each Fund, a portion of the profits of each Fund is distributed to its Affiliated General Partners, if any, as “carried interest” (the “Carried Interest”). Each Affiliated General Partner of a Fund is a related person of TSG. Carried Interest paid by a Fund is borne by the Investors. Certain Funds and Investors in such Funds incur lower or no Carried Interest. The payment of Carried Interest at varying rates (including varying effective rates based on the past performance of a Fund) creates an incentive for TSG to disproportionately allocate time, services or functions to Funds paying Carried Interest at a higher rate, or allocate investment opportunities to such Funds. TSG also has a potential conflict of interest in determining the amount of the investment to allocate to the Funds and any Co-Invest Entity, because TSG would have an incentive to favor Funds or Investors that pay performance-based compensation over those that do not. Generally, and except as may be otherwise set forth in the Governing Documents of the Funds, this conflict may be partially mitigated by (i) certain limitations on the ability of TSG to establish new investment funds, (ii) contractual provisions requiring certain Funds to purchase and sell investments contemporaneously, (iii) contractual provisions and procedures setting forth investment allocation requirements, and/or (iv) certain policies and procedures adopted by TSG to periodically review investment allocations among the Funds and Co-Invest Entities. Please refer to Item 8 for additional information relating to the factors TSG considers in making decisions regarding whether and to whom to offer co-investment opportunities, and the allocation of investment opportunities among the Funds and Co-Invest Entities. The fact that the Affiliated General Partners are entitled to receive performance-based compensation in the form of Carried Interest creates a potential conflict of interest in that it creates an incentive for TSG or the Affiliated General Partners to make investments on behalf of the Funds that are riskier or more speculative than would be the case in the absence of such performance-based compensation arrangements. Investors are provided with clear disclosure as to how Carried Interest is calculated and charged with respect to each Fund and the risks and conflicts of interest associated with such Carried Interest prior to making an investment. However, the investment made by TSG or the Affiliated General Partners in a Fund, the clawback obligation of the Affiliated General Partner and the fact that the preferred return is calculated on an aggregate basis reduces the incentive to make speculative investments. TSG has not generally charged Co-Invest Entities any Carried Interest or other performance-based compensation. However, TSG may in the future determine that it will charge such compensation to CoInvest Entities.
Item 10: Other financial industry activities and affiliations Conflicts of interest
TSG is affiliated with TSG Consumer UK LLP (“TSG UK”), a United Kingdom limited liability partnership. TSG UK provides sub-advisory services exclusively to TSG. TSG UK is not required to be registered under the Advisers Act; however, it operates in compliance with certain related requirements and undertakings as prescribed by the SEC. The Affiliated General Partners are related persons of TSG and serve as the general partners to the Funds and in connection therewith maintain investments in the Funds and are entitled to receive Carried Interest. TSG also provides certain accounting related services to the Funds through an affiliated entity, Accounting Solutions, LP. For a description of material conflicts of interest created by the relationship among TSG, the Affiliated General Partners and the Funds, as well as a description of how such conflicts are addressed, please see Item 6 and Item 8 above, and Item 11 below.
Item 11: Code of ethics, participation or interest in client transactions and personal trading Conflicts of interest
Code of Ethics TSG has adopted a written Code of Ethics (the “Code”) that is designed to meet the requirements of Rule 204A-1 of the Advisers Act. The Code applies to TSG’s “Access Persons.” Access Persons include, generally, any member, principal, officer or director of TSG and any employee or other personnel of TSG and its affiliates and certain independent contractors (collectively “TSG Personnel”) who are supervised persons (as such term is defined in the Investment Advisers Act) and in relation to the Funds (i) has access to non-public information regarding any purchase or sale of securities, or non-public information regarding securities holdings or (ii) is involved in making securities recommendations, executing securities recommendations, or has access to such recommendations that are non-public. All TSG Personnel who have knowledge of the Funds’ operations or investments are deemed to be Access Persons. In addition, certain other individuals may also be deemed to be Access Persons. The Code sets forth a standard of business conduct that takes into account TSG’s status as a fiduciary to the Funds and requires Access Persons to comply with applicable federal securities laws. The Code also sets forth certain personal trading procedures, including certain reporting and pre-clearance obligations. Access Persons and their families and households may purchase investments for their own accounts, including the same investments as may be purchased or sold for a Fund, subject to the terms of the Code. The Code also describes TSG’s duty to protect material non-public information about securities/investment recommendations provided to (or made on behalf of) the Funds. Access Persons are required to promptly bring violations of the Code to the attention of TSG’s Chief Compliance Officer. All Access Persons are provided with a copy of the Code and are required to acknowledge receipt of the Code upon hire and on at least an annual basis thereafter. Conflicts of Interest TSG, its related entities, and TSG Personnel engage in a broad range of activities, including investment activities for their own account and for the account of other investment funds, and providing transactionrelated, investment advisory, management and other services to funds and operating companies. In the ordinary course of conducting its activities, the interests of a Fund will, from time-to-time conflict with the interests of TSG, its employees, other Funds or their respective affiliates. Certain of these conflicts of interest, as well a description of how TSG addresses such conflicts of interest, can be found below. Resolution of Conflicts of Interest In connection with all conflicts of interest, TSG’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using TSG’s best judgment, but in its sole discretion. In resolving conflicts, TSG will consider various factors, including the interests of the Funds with respect to the immediate issue and/or with respect to its longer-term course of dealing. If any matter arises that TSG and/or its affiliates determine in their good faith constitutes a conflict of interest, TSG and its affiliates will assess what actions should be taken given the particular facts and circumstances. In assessing what actions will be taken, TSG will make its own assessment of the materiality of the conflict, whether the conflict has been previously disclosed, and/or whether there was any impact to clients. TSG may take actions as it determines in good faith are necessary or appropriate to ameliorate the conflict (and upon taking such actions the Affiliated General Partners and/or its affiliates will be relieved of any liability for such conflict to the fullest extent permitted by law and shall be deemed to have satisfied applicable fiduciary duties related thereto to the fullest extent permitted by law). These actions may include, by way of example and without limitation, (i) considering the appropriateness of an investment from the viewpoint of a Fund, (ii)
disposing of the security giving rise to the conflict of interest, (iii) in connection with a matter giving rise to a material conflict of interest, consulting with the Advisory Board regarding the conflict of interest and either obtaining a waiver or consent from the Advisory Board of the conflict of interest or acting in a manner, or pursuant to standards or procedures, approved by the Advisory Board with respect to such conflict of interest, (iv) disclosing the conflict to the Investors, (v) engaging an unaffiliated third party to resolve such conflict, such as the use of an investment banker to opine as to the fairness of a purchase or sale price, (vi) implementing certain policies and procedures designed to ameliorate such conflict of interest and (vii) ensuring that prior to subscribing for interests in a Fund, each Investor receives information relating to significant potential conflicts of interest arising from the proposed activities of such Fund. There can be no assurance that TSG’s own interests will not influence its conduct and decisions. In addition, certain provisions of a Fund’s Governing Documents are designed to protect the interests of Investors in situations where conflicts or potential conflicts exist and in some (but not all) instances requires notice be provided to Fund investors or the respective Advisory Board, although these provisions do not eliminate such conflicts. There can be no assurance that TSG will identify all conflicts of interest and, in certain instances, some of such conflicts of interest may be resolved in a manner adverse to a Fund’s ability to achieve its investment objectives and may also have a material impact on the returns of the Funds. By acquiring an interest in a Fund, each Investor will be deemed to have (x) acknowledged and consented to the existence or resolution of any such actual, potential or apparent conflicts of interest (including, without limitation, those described in this section) and the operation of the Fund subject to those conflicts and (y) waived any claim with respect to any liability arising from the existence of any such conflicts of interest. Notwithstanding the foregoing, nothing herein shall constitute a waiver by any Fund or Fund investor of any of any legal rights it might otherwise have under applicable U.S. federal securities laws or any other law, in each case whose applicability is not permitted to be contractually waived or limited. The following briefly summarizes some of these conflicts, but is not intended to be an exhaustive list of all such conflicts. Other conflicts are disclosed throughout this Brochure and the Brochure should be read in its entirety. Any references to the Affiliated General Partners and TSG in this section will be deemed to include their respective affiliates, partners, members, shareholders, officers, directors and employees. Participation or Interest in Client Transactions As explained in Item 4 above, TSG serves as the investment manager to the Funds. As described in greater detail below, TSG Personnel also invest, directly and indirectly, in certain of the Funds’ investments, through the Affiliated General Partners and/or other investment vehicles, and such investments generally are not subject to the management or performance-based fees described in Item 4 above. The fact that TSG Personnel have financial ownership interests in the Funds and/or the Fund’s investments creates a potential conflict in that it could cause TSG to make different investment decisions than if such parties did not have such financial ownership interests. Such ownership interests are authorized under the relevant Governing Documents and/or are subject to TSG’s personal securities transaction pre-clearance and reporting requirements, as applicable. TSG seeks to address these potential conflicts through regular monitoring of the Funds’ portfolios for consistency with objectives, strategies, and investment guidelines. Further, the senior management of TSG carefully consider the risks involved in any investments and TSG provides extensive disclosure to Investors regarding the potential risks that come with an investment in the Funds. TSG manages the potential conflicts of interest inherent in Access Person personal trading by enforcement of its Code, which contains preclearance and reporting requirements for Access Persons. TSG maintains a “Restricted List” with the names of issuers of securities about which TSG or its affiliates (including Access Persons) have learned material, non-public information. In order to minimize the risk of
improper transactions, all of the publicly traded affiliates of Portfolio Companies, will be placed on the Restricted List. Further Portfolio Companies may also be placed on the Restricted List as needed. Access Persons are strictly prohibited from trading securities on the Restricted List. Certain Conflicts of Interest Other Investment Activities. The Affiliated General Partners or their affiliates are investors in, and, from time to time, devote significant time in the future to the management of, investments made prior to the formation of the Funds and certain other investments not made by the Funds. The Funds will have no interest in such investments. The Affiliated General Partners or their affiliates have interests (directly or indirectly through other investment or trading vehicles) in entities whose objectives conflict or compete with those of the Funds. In such cases, the Funds may be precluded from pursuing an investment opportunity or engaging in a transaction in which the Affiliated General Partners’ interests conflict with those of the Funds. In addition, it is expected that employees of TSG responsible for managing a Fund will have responsibilities with respect to other investment vehicles or other clients managed by TSG (including, without limitation, the Funds) and to other proprietary investments made by TSG and/or its personnel, certain of which can be expected to be of the type made by or permitted to be made by the Funds. Conflicts of interest arise in allocating time, services or functions of these officers and employees. TSG Personnel (as defined below in Item 11 “Code of Ethics”) have an incentive to allocate more time, services or functions to Funds or proprietary investing activities from which such personnel derive a higher economic benefit and/or better performing Funds. TSG Personnel carry on investment activities for their own accounts, for personal or employee investment vehicles and for family members and friends who do not invest in the Funds (including holding passive ownership positions in other advisory entities not otherwise affiliated with TSG), as well as give advice and recommend securities to other accounts or investment funds which may differ from advice given to, or securities recommended or bought for, the Funds, even though their investment objectives may be the same or similar. Certain TSG Personnel have established an investment vehicle with a primary investment strategy of investing in opportunistic debt investments. In acquiring the debt of companies (including consumer companies), TSG Personnel may hold an interest in a company that subsequently becomes a potential acquisition target of the Funds or a Portfolio Company. In such instance, TSG Personnel will likely have a financial incentive for the Funds to acquire the company. In addition, as such investment vehicle (and therefore, indirectly such TSG Personnel) will likely hold an interest at a different level of a Portfolio Company’s capital structure than the Fund will hold, application of the conflicts of interest described below under “Impact of Investment in Different Levels of the Capital Structure of a Portfolio Company” will be triggered. TSG and its personnel reserve the right to pay or receive compensation in relation to such proprietary investment arrangements. TSG Personnel are permitted to (and do from timeto-time) serve on boards or act in other roles unaffiliated with TSG, the Funds or the Portfolio Companies, including boards of charitable and educational institutions, public companies and former portfolio companies, and receive compensation in connection with such services and roles. TSG currently provides, and expects in the future to provide, advice to multiple Funds, including vehicles that follow investment programs substantially similar to that of another Fund. Except as set forth in the Governing Documents, the Affiliated General Partners, TSG, and their affiliates are not restricted from forming additional Funds, from entering into other investment advisory relationships, or from engaging in other business activities, even though such activities may be in competition with existing Funds and/or may involve substantial time and resources of TSG, the Affiliated General Partners, or their affiliates. These activities could be viewed as creating a conflict of interest in that the time and effort of the members of TSG and its personnel will not be devoted exclusively to the business of a particular Fund but will be allocated between the businesses of TSG’s various clients.
Item 12: Brokerage practices Conflicts of interest
Selection of Brokers and Dealers TSG typically invests in private transactions that are not executed on an exchange and does not typically utilize brokers. Notwithstanding the above, TSG has and will likely in the future utilize brokers and investment banks in connection with the purchase and/or sale of Portfolio Companies. To meet its fiduciary duties to the Funds, TSG has adopted written policies to address issues that might arise with respect to purchasing, holding, and selling publicly traded securities. Any such purchases or sales will be executed in accordance with best execution. “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (in selling a security), taking into account the circumstances of the transaction and the reputability and reliability of the executing broker or dealer. Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, TSG takes into account all factors that it deems relevant to the broker’s or dealer’s execution capability, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer, and the quality of service rendered by the broker or dealer in other transactions. In addition, TSG may consider the use of Electronic Communications Networks (“ECNs”) when placing trades on behalf of the Funds. When purchasing or selling over-the-counter securities with market makers, TSG generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. In order to monitor best execution, TSG will periodically monitor broker-dealers to assess the quality of execution of brokerage transactions effected on behalf of TSG and each Fund. TSG does not receive “soft dollars” in connection with its use of broker-dealers. Aggregation of Trades TSG invests in private transactions that are not executed on an exchange and does not typically utilize brokers. However, TSG and its affiliates may aggregate (or bunch) the orders of more than one Fund for the purchase or sale of the same publicly traded security. TSG would employ this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or markups or mark-downs. TSG may combine orders on behalf of Funds with orders for other Funds for which it or its affiliates have trading authority, or in which it or its affiliates have an economic interest. In such cases, TSG and its affiliates generally aggregate trade orders for publicly traded securities so that each participating Fund will receive the average price for each execution of a transaction. If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon TSG’s procedures for allocation of investment opportunities, as described in Item 11 above.
Item 14: Client referrals and other compensation Conflicts of interest
While not a client solicitation arrangement, TSG has in the past and may, from time to time in the future compensate certain third-party placement agents for referring prospective investors during the capital raising periods for certain of the Funds. Such persons will generally receive a fee in an amount equal to a percentage of the capital commitments or interests made by such potential investors to such Fund that are subsequently accepted. TSG or the Affiliated General Partners will assume full economic responsibility (through an offset to the Advisory Fee) for all placement fees, if any, paid to third parties for referring prospective investors to TSG.
Item 15. Custody
Item 13: Review of accounts
Oversight and Monitoring TSG’s Funds are under continuous review by the principals and the investment committee of TSG. Such reviews include a review of investment performance, the suitability of the investments used to meet policy and investment objectives. TSG considers, among other things, investment performance, each Portfolio Company’s and the overall portfolio’s sensitivity to economic and market changes, and whether anything has changed subsequent to an initial investment decision that impacts the risk or potential return. Reporting TSG will typically send all Investors within 120 days after the end of each fiscal year of the applicable Fund (subject to reasonable delays) the audited financial statements of the Fund, including a balance sheet and statements of income and Investors’ capital. TSG also provides each Investor with annual tax information necessary for completion of its tax returns. In addition, Investors receive unaudited financial statements and other information pertaining to the Funds on a quarterly basis. TSG and the applicable Affiliated General Partner, if any, will from time to time, in their sole discretion, provide additional information relating to such Fund to one or more Investors in such Fund as they deem appropriate.
Item 16: Investment discretion
In accordance with the terms and conditions of the applicable Governing Documents and subject to the direction and control of the Affiliated General Partner of each Fund, TSG has discretionary authority to manage the Funds. Investment advice is provided directly to the Funds, and not individually to the Investors. As explained in Item 4 above, each Fund’s investment strategy is set forth in detail in such Fund’s Governing Documents. Investors do not have the ability to impose limitations on TSG’s discretionary authority. Further, prospective investors in the Funds are subject to a limited partnership agreement which includes a power of attorney.
Item 17: Voting client securities
TSG understands and appreciates the importance of proxy voting. TSG has adopted proxy voting and procedures that are designed to ensure that when TSG votes proxies with respect to securities held on behalf of Funds, such proxies are voted in the Funds’ best interests, in the judgment of TSG to the extent reasonably practicable. The procedures also require that TSG identify and address conflicts of interest between TSG, its related persons and its Funds. To the extent that TSG controls a Portfolio Company, such voting will not be required. However, there are situations where private companies could have proxy issues (e.g., a private company needs approval of investors to make changes to board of directors, auditors, etc.). In such situations, TSG would have authority to vote proxies on behalf of Funds (assuming that TSG does not otherwise have control over the Portfolio Company and exercise such authority through control of the Portfolio Company’s board of directors). If a material conflict is identified, TSG will determine what course of action is in the best interests of the Fund (which may include utilizing an independent third party to vote such proxies, TSG voting in accordance with the guidelines set forth in the procedures in what it believes to be in the best interest of its Funds, or whether taking some other action may be more appropriate). Further, TSG will determine whether it is appropriate to disclose the conflict to affected Investors and give such Investors the opportunity to vote the proxies in question themselves. A member of the investment team or their designee delivers proxies in accordance with instructions related to such proxy. TSG keeps a record of its proxy voting policies and procedures, proxy statements received, votes cast, all communications received and internal documents created that were material to voting decisions and each client request for proxy voting records and TSG’s response for the previous five years. Investors generally do not have the ability to direct proxy votes. Clients may obtain additional information regarding how TSG voted proxies and may obtain a copy of TSG’s proxy voting policies and procedures by contacting TSG at dweilbacher@tsgconsumer.com.
Item 18. Financial Information
Filings
22 filings to the SEC since October 2021: 22 other. The latest 20:
- Aug 24, 2026N-PX EDGAR
- Aug 10, 202613F-HR EDGAR
- May 8, 202613F-HR EDGAR
- Feb 10, 202613F-HR EDGAR
- Nov 13, 202513F-HR EDGAR
- Aug 25, 2025N-PX EDGAR
- Aug 12, 202513F-HR EDGAR
- May 8, 202513F-HR EDGAR
- Feb 13, 202513F-HR EDGAR
- Nov 13, 202413F-HR EDGAR
- Aug 29, 2024N-PX EDGAR
- Aug 13, 202413F-HR EDGAR
- May 14, 202413F-HR EDGAR
- Feb 13, 202413F-HR EDGAR
- Nov 13, 202313F-HR EDGAR
- Aug 11, 202313F-HR EDGAR
- May 12, 202313F-HR EDGAR
- Feb 14, 202313F-HR EDGAR
- Nov 14, 202213F-HR EDGAR
- Aug 12, 202213F-HR EDGAR
The 22 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
TSG Consumer Partners LP has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).
- Dutch Bros. CoffeeSC 13G/A Feb 14, 2023 to Feb 14, 20244
Sources
The numbers on this page point here. Each one links to the record it came from.
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