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Hellman & Friedman LLC: investment adviser
Hellman & Friedman LLC is an investment adviser registered with the SEC (file 801-73341, CRD 158614). What it reports on Form ADV: assets and clients, fees, owners, disciplinary history and its client brochure. From the SEC's Investment Adviser Public Disclosure site; read Oct 21, 2026.
- Assets managed
- $110.4B
- Discretionary
- 94%
- Accounts
- 45
- Employees
- 120
- In advisory roles
- 60
- Disclosures
- 0
Company page · SEC adviser record · Full Form ADV (PDF)
The firm reports that it or a related person has custody of client cash and securities.
Form ADV Part 1A, Item 5, as filed on the SEC Investment Adviser Public Disclosure site; read Oct 21, 2026.
Clients and fees
Whom the firm advises and how it is paid, from Items 5.D, 5.E and 5.G.
| Client type | Clients | Assets | Share |
|---|---|---|---|
| Private funds and other pooled vehicles | 45 | $110.4B | 100.0% |
How it is paid
- A percentage of assets under your management
- Other: Carried interest; profits interest
Services
- Portfolio management for pooled investment vehicles (other than investment companies)
Who owns it
Schedule A lists direct owners of 5% or more (and officers who own a stake); Schedule B lists the owners of those owners.
Direct owners (Schedule A)
| Owner | Type | Role | Stake | Since | Control | Public company |
|---|---|---|---|---|---|---|
| Philip Ulfsson Hammarskjold | Person | Executive chairman, partner and member | C 25% to 50% | Jan 1996 | Yes | |
| David Randolph Tunnell | Person | Partner and member | C 25% to 50% | Jan 2003 | Yes | |
| Blake Christopher Kleinman | Person | Partner and member | B 10% to 25% | Jan 2012 | Yes | |
| Tarim Wasim | Person | Partner and member | A 5% to 10% | Jan 2013 |
Form ADV reports ownership in bands, not exact stakes: A means 5% to 10%, B 10% to 25%, C 25% to 50%, D 50% to 75%, E 75% or more. F marks a general partner, trustee or managing member, a role that controls the firm without a percentage. Owners of less than 5% are not listed.
Form ADV Schedules A and B, via the SEC Investment Adviser Public Disclosure site.
Disciplinary history
The firm answered No to every disciplinary question on Form ADV (Item 11).
The brochure
Form ADV Part 2A: the plain-language document an adviser must give its clients. Each item is shown as filed; open an item to read all of it.
Hellman & Friedman LLC - ADV Part II (March 2026), filed Mar 25, 2026. Brochure PDF. Items: 4 · 5 · 6 · 7 · 8 · 9 · 10 · 11 · 12 · 13 · 14 · 15 · 16 · 17 · 18
Item 4. Advisory business
Hellman & Friedman LLC, a Delaware limited liability company (“H&F LLC”), and Hellman & Friedman LP, a Delaware limited partnership (“H&F LP”), together establish and, with various of their affiliates, provide investment advisory services to pooled investment vehicles 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”) (such entities that are advisory clients of H&F LLC or H&F LP under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), being the “Funds” and each, a “Fund”).
Read the rest of Item 4 (925 more words)
H&F LP is the manager of such Funds and has engaged H&F LLC, through a subadvisory agreement, to assist H&F LP with certain of such advisory services. The affiliates through which such advisory services are provided include the general partners of the Funds (each, a “General Partner”). Certain of these affiliates are formed for tax, regulatory or other purposes in connection with the organization of the Funds. H&F LP and H&F LLC, together (where the context permits) with the General Partners, their affiliated management companies and other affiliates that provide advisory services to the Funds, are referred to in this brochure collectively as “H&F.” H&F was formed in 1984 and raised its first institutionally sponsored private equity partnership in 1987. H&F has offices in San Francisco, New York and London. H&F LP is owned indirectly through holding companies by its partners and H&F LLC is owned by its members. H&F is focused on making large-scale private equity-related investments in the developed markets. Across sectors, H&F generally seeks high quality businesses with defensible competitive positions, strong economic profiles and an orientation towards higher growth. H&F generally seeks to build a concentrated portfolio of scale investments in its core sectors of expertise, including technology; healthcare; consumer services & retail; financial services; and information, content & business services. H&F continually seeks to identify new industries or sub-sectors that meet its investment criteria. Although the primary focus of each Fund is on private equity-related investments, H&F also may from time to time recommend other types of investments consistent with the respective Fund’s investment strategy and objectives. H&F’s advisory services consist of investigating, identifying and evaluating investment opportunities, structuring, negotiating and making investments on behalf of the Funds, managing, overseeing and monitoring the performance of such investments and disposing of such investments. H&F serves as the investment adviser, sub-adviser, general partner and/or ultimate general partner, or equivalent, to the Funds to provide such services. H&F provides investment advisory services to each Fund in accordance with various investment management or advisory or sub-advisory agreements, as applicable (each, a “Management Agreement”), the limited partnership agreement (or analogous organizational document) of such Fund (each, an “Organizational Document”) and/or side letters with limited partners of the Funds (the “Limited Partners” and, together with the General Partners, the “Partners”) (“Side Letters” and together with the Management Agreements and the Organizational Documents, the “Governing Documents”). Investment advice is provided directly to the Funds and not individually to the Limited Partners. Investment restrictions for the Funds, if any, are generally established in the Governing Documents or offering documents of the applicable Fund.
For purposes of this brochure, a “Fund Family” means a group of Funds that is raised simultaneously and contractually required to invest together, such as Hellman & Friedman Capital Partners VII, L.P., and its affiliated parallel funds, Hellman & Friedman Capital Partners VIII, L.P. and its affiliated parallel funds, Hellman & Friedman Capital Partners IX, L.P. and its affiliated parallel funds, Hellman & Friedman Capital Partners X, L.P. and its affiliated parallel funds or Hellman & Friedman Capital Partners XI, L.P. and its affiliated parallel funds. The Fund entities that comprise a “Fund Family” are referred to herein as “Main Fund” entities. H&F from time to time also establishes other investment vehicles, including dedicated or “standing” vehicles, through which one or more Limited Partners and/or third parties may invest alongside one or more Fund Family(ies) in a single transaction or in multiple transactions (any co-investment vehicles established by H&F, “Co-Investment Vehicles”). The term “Co-Investment Vehicles” includes deal specific entities for one or more investors formed to invest alongside one or more Fund Families in a specifically identified portfolio company or companies; and co-investment Funds formed for one or more investors to invest together with one or more Fund Families. In addition, from time to time, H&F also establishes certain investment vehicles for the purpose of purchasing one or more investments from one or more Fund Families (often where the selling Fund Family(ies) is approaching the end of its term) in connection with or alongside other Fund Family(ies) making an investment (such transactions, “Continuation Transactions” and such other vehicle a “Continuation Vehicle”). As part of a Continuation Transaction, the selling Fund’s Partners from time to time may be, and have in the past been, given an election to rollover their existing Fund investment into a new investment vehicle through which they continue to invest in the underlying portfolio company or companies together with the purchasing Continuation Vehicle and, where applicable, Funds (an “Extended Duration Vehicle”). For purposes of this brochure, Co-Investment Vehicles, Continuation Vehicles, Extended Duration Vehicles as well as other investment vehicles established for the purpose of purchasing one or more interests in one or more of these vehicles on the secondary market or otherwise in connection with providing liquidity to Limited Partners are collectively referred to as “Other Investment Vehicles”. For purposes of this brochure, certain Other Investment Vehicles are deemed to be “Funds” because they are advisory clients of H&F under the Advisers Act and certain Other Investment Vehicles are not “Funds” for these purposes. Certain of the Fund entities are comprised primarily of current and former employees and/or friends or family of H&F and are referred to herein as “Associates Funds”. As of December 31, 2025, H&F managed a total of $110,419,300,000 of client assets (calculated as “Regulatory Assets Under Management” as defined in the Form ADV General Instructions), $103,385,200,000 of such client assets were managed on a discretionary basis and $7,034,100,000 of such client assets were managed on a non-discretionary basis.
Item 5. Fees and compensation
H&F charges certain Funds (including, without limitation, certain Other Investment Vehicles) various fees and compensation, including management fees, carried interest (as described in Item 6 below), administrative fees and/or profits interests, in each case as set forth in the applicable Governing Documents. For the Main Funds, management fees are either calculated based on Limited Partner commitments to the applicable Fund, costs of investments or capital contributions in respect of investments then held.
Read the rest of Item 5 (6,148 more words)
Receipt of profits interests varies from Fund to Fund subject to the applicable Governing Documents. For certain Funds (including, without limitation, certain Other Investment Vehicles) H&F has, or may in the future have, the ability to receive a profits interest as the result of waiving all or a portion of the management fee otherwise payable by a Fund (on a voluntary basis pursuant to H&F’s election). Such profits interest entitles H&F to share in net profits, if any, of the applicable Funds. In addition, for certain Funds (including, without limitation, certain Other Investment Vehicles), H&F has been, or may in the future be, entitled to a profits interest to share in net profits, if any, of the applicable Funds up to a fixed percentage of the capital commitments of the Fund’s Limited Partners. For certain Funds, H&F receives both types of profits interests. Please see Item 6 below regarding “carried interest” that certain Funds pay. Certain Funds and certain other vehicles are not required to pay management fees, administrative fees, profits interests and/or carried interest, or pay reduced management fees, administrative fees, profits interests and/or carried interest, including certain of the Associates Funds and certain Other Investment Vehicles. In addition to the management fee, administrative fee, carried interest (as described in Item 6 below) and profits interests, break-up (or other similar fees), consulting, merger and acquisition, financial advisory, investment banking, commitment, transaction, monitoring, directors’ or other similar fees (including secondment fees), whether paid in cash, in-kind or other equity, are from time to time charged by H&F and/or its senior advisors, which, for the avoidance of doubt, include Senior Operating Advisors and Operating Partners of H&F (collectively, “Senior Advisors”), with respect to an investment or proposed investment by a Fund (such fees net of all related expenses, collectively, “Other Fees”). The amount and timing of Other Fees received by H&F, its personnel and/or its Senior Advisors are generally specified in the agreement or other documentation governing the applicable transaction or other agreement between H&F or its Senior Advisors and the applicable portfolio company. Notwithstanding the foregoing and other than as set forth in the applicable Governing Documents, Other Fees do not include (i) amounts paid to any individual partner or member of H&F LLC and/or H&F LP, or their direct or indirect general partners or managers (collectively, “H&F Executives”) or other H&F personnel, including Senior Advisors (collectively, such H&F Executives, Senior Advisors and other H&F personnel being “H&F Personnel”) in their capacity as director (including advisory boards or similar positions) or trustee of any concern that is not a portfolio company of the applicable Fund, (ii) the value of any stock options or other similar rights received by any H&F Personnel prior to an investment by such Fund or acquired by any such H&F Personnel after the disposition of an investment by such Fund, (iii) any amounts paid by a former portfolio company, such as directors’ fees a former portfolio company pays to H&F Personnel who remain on the company’s board of directors following the Fund’s disposition of its investment in the portfolio company and (iv) any fees and other amounts paid to any consultants, operating advisors, operating executives (which, for the avoidance of doubt, exclude any Senior Advisors) and other individuals or service providers retained by or on behalf of such Fund or and/or its portfolio companies to provide services (which, among other things, may include operational and industry expertise and serving on the board of directors of one or more portfolio companies or relating to deal-sourcing and investment opportunities), in each case, who are not then current H&F Personnel (provided, that they may be former H&F Personnel or current or former employees, directors, executives, chairpersons or similar positions with
current or former portfolio companies of such Fund, prior Funds or successor funds) and are not bound to provide services on an exclusive basis to H&F (collectively, “External Advisors”) (which may include profits interest, equity or equity-related interests in the Funds and/or portfolio company or other incentive-based compensation). These Other Fees may be substantial and may be paid in cash, in securities of portfolio companies or investment vehicles (or rights thereto) or otherwise. In the event of an initial public offering or other partial disposition, monitoring fees may continue to be paid so long as the applicable Fund continues to hold an other than de minimis position in such portfolio company and H&F continues to provide the monitoring services. In the event H&F receives Other Fees, unless otherwise set forth in the applicable Governing Documents, H&F will reduce the amount of management fees paid by, or in some cases the carried interest paid by, the applicable Fund in an amount equal to 100% of Other Fees attributable to each such Fund or in some cases instead of an offset such Fund will distribute such amount to its Limited Partners. The manner of such reduction or distribution, if any, is set forth in the Governing Documents of the applicable Fund (“Other Fee Offset”). To the extent any Other Fee is attributable to a portfolio company held by more than one Fund and/or Other Investment Vehicle, for purposes of calculating the Other Fee Offset, such Other Fee is allocated among the applicable Fund(s) and Other Investment Vehicle(s) in proportion to their interest (or prospective interest) in the portfolio company. As described above, certain Funds (e.g., Associates Funds) or certain Other Investment Vehicles pay reduced or no management fees or carried interest. If a Fund or Other Investment Vehicle does not pay management fees and/or carried interest, subject to the applicable Governing Documents, any reduction in management fees or carried interest, if applicable, in respect of Other Fees does not benefit such Fund or Other Investment Vehicle. The portion of Other Fees allocable to Other Investment Vehicles where there is no Other Fee Offset is typically retained by H&F. For the avoidance of doubt, any fees accrued and paid to H&F or H&F Personnel after a Fund has exited an investment are not considered “Other Fees” and do not reduce management fees. Any fees that accrue to the benefit of former H&F Personnel, including without limitation to the extent former H&F Personnel remain on a portfolio company board of directors after they depart H&F or to the extent they provide services to a portfolio company, are not considered “Other Fees” and are not subject to the Other Fee Offset or otherwise benefit the Funds or Limited Partners. Similarly, any fees that accrue to the benefit of current H&F Personnel prior to their association with H&F (even if any fee received in-kind is realized or otherwise converted to cash during their tenure with H&F) are not considered “Other Fees” and are not subject to the Other Fee Offset or otherwise benefit the Funds or Limited Partners. From time to time, H&F will maintain the amounts associated with Other Fees in accounts that bear interest before such amounts are offset. Any such interest is not considered “Other Fees”, is not subject to the Other Fee Offset and does not otherwise benefit the Funds or Limited Partners. From time to time, H&F will disclose to certain Limited Partners the amount of Other Fees allocated to the Fund in which such Limited Partner has invested in account statements or other similar periodic reports delivered to such Limited Partners.
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 such fees are not subject to a market check. In such circumstances, 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 H&F acting on behalf of both parties. Consistent with the Funds’ Governing Documents, a portfolio company generally will reimburse H&F for out of pocket expenses (including without limitation, expenses for certain entertainment, meals, travel, deals, data, search firms, legal expenses (including without limitation, legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio company borrower or a lender), transaction expenses, accounting / tax expenses, registered or local office expenses, government fees, public relations services, expert network fees, sustainability services or advisory fees, other consultancy or advisory expenses and/or other miscellaneous expenses like shipping, postage and reprographics) incurred by H&F in connection with its monitoring of, or performance of services for, such portfolio company, including, without limitation, services as a board member or observer of such portfolio company or services of H&F Personnel. In addition, the terms of the applicable Governing Documents generally provide that the Funds will reimburse H&F for out-of-pocket costs and expenses (excluding unreimbursed travel and entertainment) incurred by H&F in connection with consummated or unconsummated transactions. All such reimbursements are different from Other Fees and thus are not subject to the Other Fee Offset arrangements described above. As used throughout this brochure, “travel” and “travel-related” expenses shall be deemed to include, without limitation, commercial and noncommercial transportation costs (including first class or business class travel, chartered or private planes; provided, that any air travel paid for by the Funds shall not exceed commercial first-class equivalent rates, and private car travel), lodging and accommodations. H&F also, from time to time, engages and retains External Advisors who include, among other persons, former H&F Personnel or current or former employees, directors, chairpersons, executives or similar persons of portfolio companies, and who, from time to time, receive fees, allocations, reimbursements of expenses and other amounts (which may include a profits interest, equity or equity-related interests in the Funds and/or portfolio company or other incentive-based compensation) for providing services to or on behalf of the Funds and/or their portfolio companies (which, among other things, may include operational and industry expertise and/or serving on the board of directors of one or more portfolio companies or relating to deal-sourcing and investment opportunities). Such fees, expense allocations and other amounts are generally paid and/or reimbursed by the applicable portfolio company and/or the applicable Fund (although in certain limited circumstances, H&F may elect to pay the fees and compensation of such External Advisors, provided that H&F paying such fees does not preclude a Fund or portfolio company from paying such fees to such External Advisor going forward). Such amounts, fees, allocations, reimbursement of expenses or other compensation received by External Advisors are generally retained by such External Advisors and are not deemed paid to or received by H&F and such amounts will not be subject to the Other Fee Offset arrangements described above or otherwise reduce management fees. The nature of the relationship with each such External Advisor and the time devotion requirements of each such External Advisor may vary significantly. These arrangements are negotiated individually, depending on the anticipated services to be provided. In
certain cases, External Advisors have attributes of H&F Personnel (for instance, they from time to time have some of the following: office space, receive H&F administrative support services, participate in general meetings or events for H&F Personnel, have an H&F email address, are listed on the H&F website or in H&F marketing materials, receive H&F business cards and/or during the course of their engagement, from time to time, provide services only to H&F even if not contractually bound to provide services to H&F on an exclusive basis), even though they are not employees, partners, affiliates or personnel of H&F. Additionally, and notwithstanding the foregoing, these External Advisors from time to time are (or have the right to be) investors in the portfolio companies (which, in some cases, may involve agreements to pay performance fees or equity-based compensation to such persons in connection with a Fund’s investment therein, which will reduce the Fund’s returns and will not be subordinated to the return of Limited Partners’ capital contributions). In certain instances, H&F has formal arrangements with External Advisors (which may or may not be terminable upon notice by any party) and in other cases the relationships are more informal. Where the investment by a co-investor closes after a Fund’s initial investment, subject to the Governing Documents, H&F has in the past charged such co-investor interest costs but not other general financing facility costs arising out of such borrowing facilities, such as origination and other costs. H&F typically charges such co-investor (which may include a Limited Partner or an Other Investment Vehicle) financing fees, borrowing fees and/or interest costs relating to such investment for borrowings on its behalf for the time period between the closing of the applicable Fund’s investment in a portfolio company to the date of the transfer of interests in such portfolio company. See “Conflicts of Interest - Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities” in Item 11 below for further information. In addition, H&F may charge a co-investor or an Other Investment Vehicle administrative, monitoring, transaction, consulting, merger and acquisition, financial advisory, investment banking, commitment, monitoring, directors’ or other fees. In each case, subject to the applicable Governing Documents, such fees and/or costs do not constitute Other Fees and thus are not subject to the Other Fee Offset arrangements described above. From time to time, H&F (in its sole discretion) agrees that all or a portion of a transaction, consulting, merger and acquisition, financial advisory, investment banking, commitment, monitoring, directors’ or other fees payable by an actual or prospective portfolio company or a Fund be paid to an unaffiliated third party (“Third Party Fee”), such as a consultant, advisor, External Advisor, finder, broker, investor, co-investor and/or investment bank. In such event, as the Third Party Fee is not a fee received by H&F or H&F Personnel, the Other Fee Offset is not required under the terms of the applicable Governing Documents and management fees or carried interest payable by a Fund in respect of such Third Party Fee are not otherwise offset. The precise amount of, and the manner and calculation of, the management fees for a Fund, if any, are set forth in the applicable Governing Documents of the applicable Fund. The fee structures may only be modified pursuant to an amendment to the Governing Documents. Fees differ from one Fund to another, as well as among Limited Partners in the same Fund (including, for instance, reduced management fees or fee breaks for Limited Partners with capital commitments in excess of certain thresholds).
As set forth in the applicable Governing Documents, management fees are generally payable on a quarterly basis by the Funds generally in advance in equal installments on each quarterly fee date and, unless specifically provided for in the applicable Governing Documents, are not adjusted during the quarter (whether as an increase, reduction or refund) to account for activities or events occurring in such quarter, including without limitation any investments, dispositions, realizations, partial or complete write-downs or write-offs, activation of a successor fund or other events that would impact the management fee calculations or base. Management fees are paid by the Funds out of called capital, borrowings from a Fund’s credit facility or undistributed proceeds, all of which (other than as provided in a Fund’s Governing Documents, such as with respect to certain Other Investment Vehicles) shall reduce remaining capital commitments. Under the Governing Documents, management fees are calculated and charged on a basis that generally is not tied to the Fund’s then-current net asset value. As further specified in the Governing Documents, management fees will initially generally be charged based on a formula tied to the amount of the relevant Fund’s Limited Partner commitments. However, after a certain date specified in the Governing Documents (the “Stepdown Date”), a Fund’s management fee generally will be calculated and charged based on a formula tied to the remaining cost of investments or weighted average cost of investments (as defined in the relevant Governing Documents) made by the relevant Fund. As a result, except where the Governing Documents expressly provide to the contrary, the amount of management fees generally will not correspond with fluctuations in the Fund’s net asset value, including where the fair market value of an investment exceeds or falls below the remaining cost, or weighted average cost, of investment of such investment. The Governing Documents of the applicable Fund set forth the full list of terms under which a Fund’s management fee will be reduced, offset or otherwise be limited (if any), and consequently such Funds will bear the full specified management fee in the applicable Governing Documents until such fees are reduced in the circumstances and on the date(s) specified therein. Additionally, H&F in its sole discretion has the right to voluntarily waive or defer management fees and H&F has done so in the past and may, from time to time, do so in the future. In addition, as set forth in the applicable Governing Documents, there is no refund of management fees or reduction of the post-Stepdown Date management fee base, in whole or in part, in connection with distributions (including those arising from dividend recapitalizations, recapitalizations, refinancing, restructurings or other similar transactions), reorganizations, restructurings, roll-over investments, extraordinary dividends or similar transactions, even where the value of the relevant Fund’s investment has been reduced (including materially reduced) as a result. The post-Stepdown Date management fee base will include, and the management fee will accrue on, capitalized fees and expenses of unrealized investments for GAAP purposes notwithstanding that such amounts are eligible to be treated as Transaction Expenses under the applicable Governing Documents rather than as capital contributions for the making of investments. Capitalized, transaction-specific fees and expenses of unrealized investments include Other Fees and certain fees and expenses paid or reimbursed to H&F and/or third parties or their affiliates (including, without limitation, any acquisition-related fees and expenses (including legal fees and expenses), transaction fees to the extent applicable (as described in the next paragraph), estimated third-party diligence expenses, borrowing and other financing expenses, as well as amounts that are eligible to be treated as a Fund expense rather than as capital contributions for making of portfolio investments). Unless otherwise agreed with a Fund’s investors, management
fees will continue to be payable during any term extensions as set forth in the applicable Governing Documents. For the avoidance of doubt, while H&F typically does not charge transaction fees, in the event H&F does charge such fees and to the extent management fees are calculated in part based on invested capital, transaction fees paid by a portfolio company using capital invested by the Funds into such portfolio company will be capitalized into the related investment and increase the management fee base, as described above. Further, H&F is incentivized to have such amounts capitalized into the cost of a transaction to avoid having portfolio companies pay such amounts of out of available operating cash. However, as noted above, Other Fees (including transaction fees) offset management fees as described above. To the extent that a Governing Document of a Fund providing for the payment of management fees is terminated and not otherwise replaced, management fees that have been prepaid will generally be returned on a prorated basis. To the extent set forth in the applicable Governing Document of a Fund, management fees paid by a Fund will be reduced by the amount of fees and expenses incurred by the Funds in connection with the organization of such Fund that exceed a limit specified in such Fund’s Governing Documents (“Organizational Expenses Cap”). As some Funds do not pay management fees, any such reduction will not benefit such Funds. As some Funds do not have an Organizational Expenses Cap, such Funds will not benefit from a limitation on the amount of fees and expenses in connection with the organization of such Funds. Certain Funds may also pay an administrative fee to H&F. The terms and amounts of any such administrative fees are set forth in the applicable Governing Documents of a Fund. Administrative fees may be calculated based on Limited Partner commitments or capital contributions to the applicable Fund. The administrative fee paid to H&F is generally not subject to offset or reduction except as otherwise described in the applicable Governing Documents of the applicable Fund. To the extent provided in the Governing Documents of the Funds, H&F will pay out of management fees its own operating expenses incurred in connection with the management of the Funds (which, for the avoidance of doubt, exclude those expenses borne directly by the Funds as described below). Such operating expenses to be borne by H&F are described in the applicable Governing Documents and generally include, without limitation, expenditures on account of salaries, wages, benefits and other expenses of H&F’s partners, members, employees and Senior Advisors (which, for the avoidance of doubt, does not include Other Fees (as described above), profits interests, or carried interest as described in Item 6 below), rentals payable for office space used by H&F or the Funds, equipment, unreimbursed travel and entertainment and any out-ofpocket costs and expenses incurred in causing H&F to register as an investment adviser under the Advisers Act and the maintenance of such registration (including costs and expenses relating to the preparation and filing of Form ADV and Form PF). To the extent provided in the Governing Documents of the applicable Fund, each Fund will bear, or reimburse, all fees, costs, expenses, liabilities and obligations related or attributable to its operations, business or actual or prospective investments (to the extent not borne or reimbursed by its portfolio companies or prospective portfolio companies), including without limitation: (i) real
property or personal property taxes on investments; (ii) taxes, fees, penalties, interests, or other governmental charges applicable to the Fund on account of its operations, including, without limitation, in connection with any tax audit, investigation, settlement or review of the Fund; (iii) borrowings, other indebtedness of, guarantees and all forms of leverage (including, without limitation, hedging) made by the Fund or the General Partner on behalf of the Fund or in furtherance of an investment, including, without limitation, principal, interest and any fees and expenses with respect thereto and the arranging or attempted arranging thereof; (iv) fees and expenses incurred in connection with financing sources and the maintenance of bank, brokerage, depository (including any depositary appointed pursuant to the Alternative Investment Fund Managers Directive (the “AIFMD”)), local paying agent (including any Swiss representative and paying agent appointed pursuant to the Swiss Collective Investment Schemes Act (as amended) and the implementation thereof), trustee or custodian accounts; (v) all expenses incurred in connection with the resolution of the Fund’s existing, prior or potential portfolio companies’ claims, disputes, litigation (including discovery requests), governmental inquiries, investigations or proceedings (including, without limitation, any actual, threatened or otherwise anticipated litigation, mediation, arbitration or other dispute resolution process, including, without limitation, any judgment, other award, settlement or fines entered into in connection therewith; provided that the indemnified parties shall not be entitled to payment by the Fund of any such expenses related to resolution of claims, disputes, litigation, governmental inquiries, investigations or proceedings involving existing or potential portfolio companies if they would not be entitled to indemnification pursuant to the applicable Governing Documents); (vi) expenses incurred by H&F in serving as the partnership representative; (vii) meetings, activities or proceedings of the members or observers of the Advisory Board (including, without limitation, any reasonable costs and expenses incurred by members or observers in attending or otherwise participating in meetings of the Advisory Board, as well as certain costs and expenses of legal counsel as provided for in the Governing Documents); (viii) any third-party fees, costs or expenses incurred in connection with the preparation, distribution or filing of Fund-related or investment-related financial statements, books and records, tax returns or other reports, tax estimates, Schedule K-1s or other administrative, informational or similar reports, or other information, including, without limitation, fees and costs of the independent certified public accountant incurred in connection with the annual audit of the Fund’s books and any other third-party service providers and professionals related to the foregoing; (ix) directors and officers liability, errors and omissions liability, general partner liability, cybersecurity liability, professional and other insurance premiums and expenses for the Fund and H&F; (x) any annual Limited Partner meeting or other periodic or special meetings of Limited Partners or the Advisory Boards (including, without limitation, reasonable travel expenses of the Senior Advisors and H&F’s or any portfolio company’s partners, members and employees to attend such meetings), regardless of whether all Limited Partners are invited to participate in or attend such meetings and regardless of whether persons other than Limited Partners attend the meeting; (xi) any third-party fees, costs or expenses incurred in connection with legal, tax, accounting, audit, advisory, consulting (including participation in or costs arising from any law, regulation, policy, program or industry initiatives concerning, but not limited to sustainability-related compliance, including the European Union’s Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector (as amended from time to time, the “SFDR”), data collection, reporting or other best practice), administration (including, without limitation, fees and expenses associated with the Fund’s thirdparty administrators, if any, and expenses relating to maintaining the books and records of the
Fund), insurance, appraisal (including any fairness opinion), investment banking, broker, dealer, finder, underwriting, loan administration, private placement, agent, valuation, certification, research (including, without limitation, data and information service subscriptions, related systems whether maintained on-site or otherwise and services from data providers and data management software), due diligence (including third-party diligence software and service providers), information, anti-money laundering, custodial, depository, trustee, record-keeping, public relations and other professionals and services, including the legal fees and expenses incurred in connection with prosecuting, defending or settling administrative or legal proceedings relating to the Fund brought by or against the Fund or H&F or their partners or members (provided that the indemnified parties shall not be entitled to such legal fees and expenses if they would not be entitled to indemnification pursuant to the applicable Governing Documents); (xii) any out-ofpocket expenses incurred in connection with the Fund’s legal, tax, regulatory and statutory compliance with United States federal, state, local, non-U.S. or other law and regulation related to the activities of the Fund (including regulatory expenses of H&F in connection with the operation of the Fund and legal fees and expenses), including, without limitation, reports, disclosures, filings and notifications prepared, distributed or filed in connection therewith, including without limitation expenses relating to filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (including without limitation Form 13F, Form 13H, Section 16 filings, Schedule 13D filings and Schedule 13G filings), reports to be filed with the United States Commodity Futures Trading Commission, reports, disclosures, filings and notifications prepared, distributed or filed, and service providers appointed, in connection with the laws, rules, regulations or similar requirements of jurisdictions (including the AIFMD in which a Fund engages in activities or in which any actual or potential Limited Partner is resident or established) and any forms, schedules, filings, information or other documents prepared with respect to the Foreign Account Tax Compliance Act (and any comparable legislation or regulations published by any other relevant jurisdiction), in each case relating to the Fund’s activities; (xiii) the Fund’s compliance with applicable laws and regulations and compliance with any sustainability initiatives or principles; (xiv) all costs and expenses relating to the Fund’s registered office and agent; (xv) all costs and expenses arising out of the Fund’s indemnification obligations pursuant to the Governing Documents of the applicable Fund; (xvi) any activities with respect to protecting the confidential or non-public nature of any information or data of the Fund; (xvii) except as otherwise provided in the Governing Documents of the applicable Fund, amendments to, and waivers, consents or approvals pursuant to, the constituent documents of the Fund; (xviii) compliance with the provisions in Side Letters entered into with Limited Partners that are not affiliates of the General Partner (other than the “most favored nations” provisions election process which are considered Organizational Expense (defined below)), and the costs and expenses of any service providers, tools or systems retained or utilized in connection therewith, (xix) costs and expenses incurred preparing materials to facilitate the ongoing compliance with the Governing Documents and Side Letters (including operating guidelines, investor trackers, and other related documentation); (xx) unreimbursed costs and expenses incurred in connection with any transfer or proposed transfer of any Limited Partner’s interest in the Fund; (xxi) expenses (other than unreimbursed travel and entertainment expenses) of H&F related to attending trade association meetings, conferences or similar meetings in connection with the evaluation of specific investment opportunities; (xxii) risk management assessments; (xxiii) any other fees, costs, expenses, liabilities or obligations approved by the Advisory Board; (xxiv) all advisory, consulting, brokerage, interest, custodial, accounting, legal, financing, regulatory, tax (other than any corporation expenses) and other similar fees, costs,
expenses, liabilities and obligations relating or attributable to the sourcing, development, investigation, structuring, organization, negotiation, financing, refinancing, bidding, acquisition, holding, managing, operating, hedging, currency conversion, restructuring, trading, settling, taking public or private, selling, valuation, winding up, liquidation or disposition of actual investments or potential investments or any investments considered by the Fund or seeking to do any of the foregoing, whether or not such activities are successful (including, without limitation, all amounts attributable to co-investments (or incurred in connection with the formation and negotiation of CoInvestment Vehicles) or other transaction related vehicles, whether or not the applicable transactions are consummated, and any reverse breakup, termination and other similar fees), in each such case to the extent not borne or reimbursed by a portfolio company or prospective portfolio company; (xxv) all organizational costs, fees and expenses incurred by or on behalf of H&F in connection with the raising, formation and organization of the relevant Fund Family, the General Partner and other related affiliates, including, without limitation, legal, accounting, registration, filing and other fees and expenses incident thereto, the Side Letter “most favored nation” election process, travel expenses (which from time to time includes private air travel, provided, that any air travel paid for by the Funds shall not exceed commercial first-class equivalent rates) and meals incurred by H&F, attendance of prospective Limited Partners at annual or other periodic or special Limited Partner meetings and the costs of establishing and maintaining any web-based portal used to disseminate information to prospective Limited Partners (“Organizational Expenses”), up to any applicable Organizational Expenses Cap, as well as all Organizational Expenses in excess of the applicable Organizational Expenses Cap; provided that the management fees will be reduced by 100% of any Organizational Expenses paid by the Fund in excess of the applicable Organizational Expenses Cap; (xxvi) a Fund’s allocable share of any fees, costs and expenses related to the organization or maintenance of any intermediate entities used to acquire, hold, manage or dispose of investments or otherwise facilitate the Fund’s investment activities, including without limitation any travel expenses (which may include private air travel; provided, that any air travel paid for by a Fund shall not exceed commercial first-class equivalent rates) and meals, including for personnel of H&F or its affiliates related to such entity or structure as well as the salary and benefits of any personnel of such entities or structure (other than salary and benefits that should be borne by H&F), in each case, reasonably necessary and/or advisable for the maintenance and operation of such entity or structure, or other overhead expenses in connection therewith; (xxvii) the out-of-pocket costs and expenses of any External Advisors; (xxviii) all extraordinary expenses; (xxix) expenses of forming, organizing and operating any alternative investment vehicle or feeder fund (including those formed for the benefit of employees and affiliates of such Fund) and any general partner or management entity related thereto; and (xxx) all costs, fees, and expenses incurred by the General Partner (or its designee) in connection with the terminating, winding up and dissolving the Fund, any alternative investment vehicle or feeder fund and their respective general partner or management entities at the end of the Fund’s or such alternative investment vehicle’s or feeder fund’s term and the liquidation of the assets of the Fund, such alternative investment vehicle or feeder fund and their respective general partner or management entities, specifically including but not limited to legal and accounting fees and expenses. In addition, H&F, from time to time, engages one or more fund administrators or similar service providers (some of which may be portfolio companies or third-party captive service providers) to perform certain functions in relation to the Funds’ legal entity, which services may include, but
are not limited to, coordination of management function, anti-money laundering or “know your customer” diligence and investor verification services in connection with the onboarding, periodic refresh, and ongoing participation of investors in a Fund, preparation and maintenance of accounting books and records, preparation and review of capital calls and distributions, management of investor data (including, without limitation, wire instructions, distribution information, authorized signatories and contact details), response to investor or investors’ auditors inquiries including investor DDQs, support for the financial statement audits, cash management support and vendor payments, financial reporting and disclosures for investors as required under the Funds’ Governing Documents, Side Letters and credit agreements (including any information requests, and conforming to investor-requested reporting templates, such as the Institutional Limited Partners Association (“ILPA”), which from time to time differ from H&F’s standard form of reporting), managing investor portals and information housed or provided in such portals, tracking investor elections, consents or voting, preparation and distribution of reporting for various regulatory reporting with which the Funds are required to comply and compliance with various regulatory requirements, including, without limitation AIFMD or other national private placement regimes, non-U.S. regulatory regimes and anti-money laundering or know your client requirements. In certain instances, employees of such service providers may dedicate substantially all their time to the Funds. These expenses related to such service provider employees are borne by the Funds. From time to time, the General Partner of a Fund may create certain “special purpose vehicles” or similar structuring vehicles for purposes of accommodating certain tax, legal and regulatory considerations of Partners or the transaction (“SPVs”). In the event the General Partner creates an SPV, consistent with the Governing Documents of the Fund, the SPV, and indirectly, the investors thereof, will typically bear all expenses related to the organization, formation, maintenance and other expenses incurred solely for the benefit of the SPV. In the event H&F chooses to use a broker-dealer to effect portfolio transactions relating to a particular Fund, such Fund will incur brokerage and other transaction costs. For additional information regarding brokerage practices, please see Item 12 below. To the extent not paid for by a portfolio company, the Funds will from time to time bear the costs and expenses related to the organization or maintenance of any intermediate entity used to directly or indirectly acquire, hold or dispose of any investment or otherwise facilitating such Fund’s investment activities (including, without limitation, the salary and benefits of any personnel reasonably necessary and/or advisable for the maintenance and operation of such intermediate entity). These intermediate entities include entities formed in particular jurisdictions, such as Luxembourg, Cayman Islands or other jurisdictions through which such Funds structure some of their investments in a relevant jurisdiction (a “Local Company”). Such Local Companies from time to time are entirely owned by one Fund Family, by more than one Fund Family or by one or more Fund Families and one or more Other Investment Vehicles or owned by one or more Fund Families and or one or more Other Investment Vehicles together with other investors in such portfolio company. Key service functions provided by a Local Company could include, without limitation, finance, treasury, management of equity compensation plans, domiciliation, compliance, accounting and regulatory and tax reporting and compliance. Costs associated with a Local Company’s services and operations are generally, to the extent not paid for by a portfolio
company, ultimately borne by the applicable Funds. These shared costs are intended to be allocated and charged on a cost sharing basis to the individual Fund- or portfolio company-related entities utilizing the services of such Local Company based on the type and level of services provided as well as the needs of the various investment structures and may include a mark-up, though the Local Company would generally be intended to operate on a nominal profit, if not a loss, basis. In certain circumstances H&F may elect to pay certain costs associated with a Local Company’s services and operations and /or offset the same as an Other Fee Offset; provided that H&F paying or offsetting such costs does not preclude a Fund or portfolio company from paying such costs going forward. In any such instance, H&F endeavors to allocate fees and expenses associated with Local Companies fairly and equitably. For a discussion of material conflicts of interest created by the receipt and allocation of such fees and reimbursements, as well as expense allocation methodologies, please see Item 11 below.
Item 6. Performance-based fees and side-by-side management
With respect to the Funds (including certain Other Investment Vehicles), a portion of the profits of such Fund is allocated to its General Partner as “carried interest.” Each General Partner is a Related Person (as defined in the 1940 Act) of H&F LP and H&F LLC. Certain Funds and other vehicles are not required to pay carried interest, management fees, administrative fees and/or profits interests or pay reduced carried interest, management fees, administrative fees and/or profits interests, including certain Associates Funds and certain Other Investment Vehicles. In addition, certain Funds may not pay carried interest due to the underperformance of such Funds’ underlying portfolio investments.
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The payment by some, but not all, Funds or Other Investment Vehicles of carried interest or payment of different carried interest rates may create an incentive for H&F to disproportionately allocate time, services or functions to Funds or Other Investment Vehicles paying carried interest or higher carried interest rates. Generally, and except as may be otherwise set forth in the Governing Documents of the Funds, this conflict is mitigated, at least in part, by (i) certain limitations on the ability of H&F to establish new investment funds, (ii) contractual provisions generally requiring Funds within the same Fund Family and related Other Investment Vehicles to purchase and sell investments contemporaneously or otherwise setting forth any agreement regarding priority with respect to existing opportunities, (iii) each investing Fund within the same Fund Family generally being required to invest pro-rata based on commitments and/or (iv) contractual provisions and procedures setting forth investment allocation requirements. Please also see Item 11 below for additional information relating to how conflicts of interests are generally addressed by H&F.
Item 7. Types of clients
H&F currently provides investment advisory services to the Funds, and the Funds are H&F’s only clients. Investment advice is provided directly to the Funds and not individually to Limited Partners in such Funds.
Interests in the Funds are offered pursuant to applicable exemptions from registration under the Securities Act and the 1940 Act. H&F does not have a minimum size for a Fund, but minimum investment commitments are established for Limited Partners in certain Funds, subject to waiver by H&F in its sole discretion.
Item 8. Methods of analysis, investment strategies and risk of loss
Methods of Analysis and Investment Strategies H&F has developed a focused strategy that seeks to align both the organization and its investment philosophy and investment process around the objectives described in Item 4 above. The foundation of H&F’s investment philosophy stems from a rigorous focus on the fundamental quality of the underlying business as the primary driver of investment results. Across sectors, H&F generally seeks high quality businesses with defensible competitive positions, strong economic profiles and an orientation towards higher growth.
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H&F generally seeks to build a concentrated portfolio of scale investments in its core sectors of expertise, including technology; healthcare; consumer services & retail; financial services; and information, content & business services. H&F continually seeks to identify new industries or sub-sectors that meet its investment criteria. Since its inception, H&F has developed and continually refined its internal processes to help apply its investment philosophy. Importantly, these processes are incorporated into the evaluation of new investment opportunities, the value creation at existing investments and the management of the overall portfolio. H&F believes that there are a limited number of businesses and opportunities that fit within its investment parameters and has therefore designed its investment process to concentrate and dedicate resources when it identifies a situation that may be attractive. H&F considers material sustainability-related risks and opportunities among many other material factors as part of its investment selection, portfolio management and monitoring and reporting processes. While H&F may consider material sustainability-related factors when making an investment decision, the Funds do not pursue a sustainability-based investment strategy or limit their investments to those that meet specific sustainability-related criteria or standards. Risks Material risks relating to the investment strategies and methods of analysis described above, and to the types of securities typically purchased by or for the Funds, include (but are not limited to) the following: No Assurance of Investment Return. H&F cannot provide assurance that it will be able to make or realize investments in any particular company or portfolio of companies. There is no assurance that H&F will be able to generate returns for its Funds or that the returns will be commensurate with the risks of investing in the type of companies and transactions described herein. There can be no assurance that expected returns for the Funds will be achieved, that a Fund will receive a return of its capital or that H&F will otherwise be able to carry out its investment program. There can be no assurance that H&F’s assessment of the short-term, intermediate-term or long-term
prospects of investments will prove accurate or that the Funds will achieve their investment objective or avoid loss of capital. Competition for Investments. The activity of identifying, managing, completing, monitoring, and realizing on attractive investments that fall within a Fund’s objective is highly competitive, involves a high degree of uncertainty and will be subject to market conditions. The Funds encounter competition from other entities having similar investment objectives. To the extent that Funds encounter increased competition for investments, returns to the Limited Partners are likely to be negatively impacted. Potential competitors include other investment partnerships and corporations, merchant banks, industrial groups, strategic industry acquirers, Limited Partners, financial institutions and other institutional investors, including hedge funds, private investment funds, registered investment companies and sovereign wealth funds, investing directly or through affiliates. New competitors continually enter the market, and in some cases existing competitors combine in a way that increases their strength in the market. Further, over the past several years, an ever-increasing number of private equity funds have been formed and many existing funds have grown considerably in size. Many recently formed and existing funds are able to call substantial amounts of remaining capital commitments, resulting in a significant amount of capital available for investment in such opportunities. Additional funds with similar investment objectives can be expected to be formed in the future by other unrelated parties. Additionally, competition for investment opportunities from other investment vehicles has increased on a global scale. Private equity and other alternative asset management vehicles, whether located in the U.S., Europe, Asia, or other emerging market regions, are making global competition increasingly intense. Such competitors may have more relevant experience, greater financial resources, a greater willingness to take on risk, lower return thresholds and more personnel than H&F. H&F expects that competition for appropriate investment opportunities could increase further, which may also require the Funds to participate in more auctions, the outcome of which cannot be guaranteed, thus reducing the number of investment opportunities available to the Funds and/or adversely affecting the terms upon which investments can be made. Participation in competitive processes such as auctions also increases the pressure on the Funds with respect to the pricing of a transaction, which could result in the Funds overpaying relative to what the Funds otherwise may have. For example, given the increasingly more competitive environment, H&F has found it more difficult to obtain buyer-favorable terms in a transaction which, at times, has resulted in H&F agreeing to more seller-favorable terms in a transaction, such as agreeing to a “hell or high water” agreement in an antitrust context, not being able to limit carveouts on interim operating covenants or being forced to provide equity backstop commitments. Moreover, in a competitive process, the Funds will incur bid, legal, due diligence and other costs (including deposits that may not be refundable) on investments that are not consummated or are otherwise not successful. As a result, the Funds will not recover from such potential investments all of its costs, which will detract from the Funds’ returns. In the event that 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, a 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. As a result of this competitive environment, there can be no assurance that a Fund will be able to identify or consummate investments satisfying its investment criteria or that if such investments are made, that such investments will be realized upon at favorable valuations or that the objectives of the Fund will be achieved. Likewise, there can be no assurance that a Fund will be able to locate, complete and exit investments that satisfy a Fund’s rate of return objectives or realize upon the values of its investments or that it will be able to fully invest its committed capital. In addition, H&F’s investment strategies in certain cases may depend on its ability to enter into satisfactory relationships with joint venture partners or operating executives. There can be no assurance that H&F’s current relationship with any such partner or operating executive will continue (whether on currently applicable terms or otherwise) with respect to a Fund or that any relationship with other such persons will be able to be established in the future as desired with respect to any sector or geographic market and on terms favorable to such Fund. Risk of Investment Concentration. Concentration of investments may involve risks greater than those generally associated with more diversified funds, including significant fluctuations in returns. The Funds participate in a limited number of investments and, in addition, certain of these investments may require equity investments that are larger than were required in H&F’s historical transactions. A significant portion of the portfolio companies may be concentrated in a few industries, regions or types of investment and such concentration may change over time, including, for example, due to there being only a limited number of investments when the Fund initially commences its investing activities. Consequently, the aggregate return of a Fund may be adversely affected by the unfavorable performance of any single investment or industry. To the extent a Fund concentrates investments in a particular issuer, industry, asset, security, geographic region, asset type, sector, location in the capital structures of the issuers in which a Fund invests, transaction type or other measures, such Fund’s investments will be subject to higher concentration levels in such areas, which concentration would result in such Fund’s being more susceptible to fluctuations in value resulting from adverse economic, geopolitical, business, market or other conditions. Certain geographic regions, industries, sectors, transaction types or capital structures in which a Fund may more heavily invest may be more adversely affected from economic pressures when compared to others. As a consequence, the aggregate return of the Funds may be adversely affected by the unfavorable performance of one or a limited number of investments. Moreover, there are no assurances that any or all of a Fund’s investments will perform well or avoid loss, and if certain investments perform unfavorably, for a Fund to achieve above average returns, one or a few of its investments must perform very well. There are no assurances that this will be the case. In addition, in circumstances where H&F intends to refinance, restructure or dispose of all or a portion of the capital invested in a transaction, there will be a risk that such refinancing, restructuring or disposition may not be completed, which could lead to increased risk as a result of a Fund having an unintended long-term investment as to a portion of the amount invested and/or reduced diversification. Broad Investment Mandate. Except as described in the Governing Documents, there are no material limitations on the instruments, markets, geographic regions, asset types, transaction types or sectors in which the Funds may invest or the specific investment strategies that may be employed on behalf of the Funds. Considering the Funds’ broad investment mandate, the Funds may opportunistically make equity and/or debt investments that do not involve control or influence
over the underlying portfolio company. Additionally, and while the Funds generally intend to focus on investments within the industries referenced herein and in the applicable private placement memorandum for such Fund, the Funds will be permitted to invest (and may actually invest) in any number of companies operating in a wide range of industries or activities. See the risks described at “Risks – Risks of Investment Concentration” above for information relating to a concentrated portfolio. Role of Investment and Operating Professionals. The success of the Funds will depend in substantial part upon the skill and expertise of H&F’s investment and operating professionals. Should one or more of these individuals become incapacitated or in some other way cease to participate in the Funds, Fund performance could be adversely affected. There can be no assurance that such professionals will continue to be associated with or remain in the same roles at H&F throughout the life of a particular investment or of a particular Fund. In addition, H&F investment professionals involved in providing advisory services to the Funds may in the future cease providing such services or may provide different types of advisory services while nonetheless remaining with H&F. Furthermore, some professionals involved in one or more Funds will not be involved with other Funds or will have limited involvement with other Funds. H&F’s ability to achieve the investment objectives of the Funds depends to a substantial degree on its ability to retain and motivate its investment and operating professionals and other key personnel, and to recruit talented new personnel. H&F’s ability to recruit, retain and motivate its professionals is dependent on its ability to offer highly attractive incentive compensation. Separately, there is ever-increasing competition among private equity firms, financial institutions, investment managers and other industry participants for hiring and retaining qualified investment advisory professionals and operating professionals. There can be no assurance that H&F Personnel will not be solicited by and join competitors or other firms, that H&F Personnel will not determine to leave the private equity industry and/or that H&F will be able to hire and retain any new personnel that it seeks to maintain or add to its roster of professionals. A loss of the services of one or more of such professionals could impair H&F’s ability to provide services to the Funds and therefore could have a negative effect on such Fund. Reliance on Portfolio Company Management Teams. Each portfolio company’s day-to-day operations will be the responsibility of such company’s management team. Although H&F will be responsible for monitoring the performance of each investment to varying degrees, depending on a number of factors such as ownership interest, level of governance and level of information rights, there can be no assurance that the existing management team, or any successor team, will be able to operate the portfolio company successfully, and a Fund may have limited protections and governance rights in this regard if such Fund does not control such portfolio company. The success of many of the portfolio companies is heavily dependent on the management of such companies. The amount of time spent by management teams on their portfolio companies will also be important, and in that respect management teams of one portfolio company can be requested, from time to time, to assist with sourcing and/or management functions of other portfolio companies (including portfolio companies of other Funds), despite such assistance not being built in the management teams’ employment agreements. Portfolio companies can lose
employees, as notwithstanding general unemployment levels or developments within a particular industry, the market for high-performing executive talent is highly competitive. In connection with attracting and retaining strong management teams (including as result of the foregoing), portfolio companies may enter into customized arrangements with one or more members of their management teams, including low- or zero-interest loans, unconventional incentive compensation, or compensation in-kind. A Fund, or H&F itself or H&F Personnel, may in appropriate circumstances fund the capital necessary for such arrangements or separately enter into such arrangements directly with management team members. Furthermore, there can be no assurance that the management of a Fund’s portfolio company on the date an investment is made will continue to be affiliated with the portfolio company throughout the period the investment is held or that H&F and/or the portfolio company will be able to recruit and retain successor management teams capable of operating the portfolio company successfully. As a result, such investment and such Fund may be adversely affected thereby. Risks in Effecting Operating Improvements. In some cases, the success of H&F’s investment strategy will depend, in part, on the ability of H&F to restructure and effect improvements in the operations of a portfolio company. The activity of identifying and implementing operating improvements at portfolio companies entails a high degree of uncertainty. There can be no assurance that H&F will be able to successfully identify and/or implement such improvements or that such improvements, if made, will result in improved financial performance. Illiquid and Long-Term Investments. Investment in the Funds requires a long-term commitment with no certainty of return. There most likely will be little or no near-term cash flow available to the Limited Partners. Although investments by the Funds may generate current income, the return of capital and the realization of gains, if any, from an investment will generally occur only upon the partial or complete disposition or refinancing of such investment. Also, H&F may decide to hold an investment for a longer period of time, which consequently increases the length of time in which such investment is illiquid, thereby delaying a return (if any) to the Limited Partners. In addition, many of the investments will be highly illiquid and there can be no assurance that the Funds will be able to realize returns on such investments in a timely manner. Consequently, dispositions of such investments may require a lengthy time period or may result in distributions in-kind to the Limited Partners. However, certain events, such as a prepayment, default, or a negotiated restructuring of terms, may shorten or lengthen the term of any debt investment. While an investment may be sold at any time, it is not generally expected that this will occur for a number of years, if at all, after such investment in a portfolio company is made and may not occur until after the end of a Fund’s term. Moreover, an investment that initially consists of an interest in assets may be exchanged, contributed or otherwise converted into private or publicly-traded stock of a corporation, interests in a limited liability company, or other interests or assets (and viceversa), and any such exchange, contribution or conversion will likely not constitute a disposition under a Fund’s Governing Documents of the type that results in Limited Partners receiving distributions, whether in-kind or otherwise. The Funds will generally acquire securities that cannot be sold except pursuant to a registration statement filed under the Securities Act or other applicable securities laws, or in a private placement or other transaction exempt from registration under the
Securities Act or such securities laws. In some cases, the Funds may be prohibited by contract from selling certain securities for a period of time. Investments Longer than Term. A Fund may make investments that may not be advantageously disposed of, or have liabilities that may not be resolved, prior to the date that such Fund is expected to be dissolved, either by expiration of such Fund’s term or otherwise. Although at the time a Fund makes an investment H&F will expect that the investment will be disposed of prior to dissolution or be suitable for in-kind distribution at dissolution there may be situations in which H&F determines that the best economic benefit will occur by holding the investment for a longer period of time. In such circumstances, the General Partner of such Fund has the ability to seek an extension to the term of such Fund or may, subject to applicable Advisory Board consents, effectuate a transaction to sell the investment to a successor Fund or to an Other Investment Vehicle or Other Investment Vehicles in order to effect a Continuation Transaction (as defined below). While H&F will only take such actions if it believes it is in the best interest of the Fund, such actions may be inconsistent with a Limited Partner’s desire for liquidity, or for a Limited Partner’s desire to continue to invest in such an investment. See “Conflicts of Interest – Continuation Transactions and other Restructurings” and “Conflicts of Interest – Cross Transactions” in Item 11 below for additional information. Alternatively, the General Partner may be required to dispose of such investments due to the expiration of the applicable Funds’ term even though the General Partner believes such disposition is not the best economic benefit of the applicable Fund. In the event that investments remain in the Fund at the time of dissolution, the Fund may have to sell, distribute or otherwise dispose of such investments or resolve litigation or other contingent liabilities at a disadvantageous time as a result of the expiration of the Fund’s term and the resulting dissolution. At the time of such dissolution the General Partner of such Fund will be required to use its best efforts to reduce to cash and cash equivalents such assets of the Fund as the General Partner shall deem advisable to sell (such as where the General Partner determines that an in-kind distribution of such assets is not feasible or in the best interests of the applicable Fund), subject to obtaining fair value for such assets and any tax or other legal considerations (including legal restrictions on the ability of a Limited Partner to hold any assets to be distributed in-kind). There can be no assurance, however, with respect to the time frame in which the winding up and the final distribution of proceeds to the Limited Partners will occur and in which the Funds will distribute all investments or proceeds in accordance with a Fund’s applicable Governing Documents. Common and Preferred Equity; Junior Securities. A Fund may invest in common and/or preferred equity interests, which generally rank junior to all existing and future indebtedness, including commercial mezzanine and mortgage loans. The Funds may also invest in companies that have already received one or more rounds of financing, in which case the securities in which the Funds invest may be among the most junior in a portfolio company’s capital structure. In the event of a bankruptcy, liquidation, reorganization or other winding-up with respect to a portfolio company in which a Fund holds a common and/or preferred equity interest, and in particular junior preferred equity, such Fund is expected to bear a risk of lost equity or capital, in whole or in part, as such interests are generally not secured.
Convertible Securities. The Funds may invest in convertible securities, which are bonds, debentures, notes, preferred stock, or other securities that may be converted into or exchanged for a specified amount of common or other stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive interest that is generally paid or accrued on debt or a dividend that is paid or accrued on preferred stock until the convertible security matures or is redeemed, converted or exchanged. The ability of a portfolio company to pay a dividend is limited to the extent that the portfolio company does not have sufficient legally available funds for distribution. Convertible securities have differentiated investment characteristics in that they generally (i) have higher yields than common stocks, but lower yields than comparable non-convertible securities, (ii) are less subject to fluctuation in value than the underlying common stock (or other stock) due to their fixed income characteristics and (iii) provide the potential for capital appreciation if the market price of the underlying common stock (or other stock) increases. The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security’s worth, at market value, if converted into the underlying common stock (or other stock)). The investment value of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors may also have an effect on the convertible security’s investment value. The conversion value of a convertible security is largely determined by the market price of the underlying common stock (or other stock). If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment value. To the extent the market price of the underlying common stock (or other stock) approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock (or other stock) while holding a fixed-income security. Generally, the amount of the premium decreases as the convertible security approaches maturity. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument and within a certain time period, which time period may vary from security to security. If a convertible security held by a Fund is called for redemption, such Fund will be required to permit the issuer to redeem the security, convert it into the underlying common stock (or other stock) or sell it to a third party. Any of these actions could have an adverse effect on such Fund’s ability to achieve its investment objective. Warrants. The Funds may receive or invest in warrants or rights. Warrants and rights generally give the holder the right to receive, upon exercise, a security of the issuer at a stated price. Risks associated with the use of warrants and rights are generally similar to risks associated with the use of options. Unlike most options, however, warrants and rights are issued in specific amounts, and warrants generally have longer terms than options. Warrants and rights are not likely to be as liquid as exchange-traded options backed by a recognized clearing agency. In addition, the terms of warrants or rights may limit a Fund’s ability to exercise the warrants or rights at such time, or in such quantities, as a Fund would otherwise wish. Investments in Debt. The Funds may invest in certain debt investments (subject to certain limitations in the applicable Governing Documents), which can create various risks for the Funds. For example, debt investments will typically not provide the holders with any governance rights
so a Fund’s ability to influence the success of such investment may be significantly limited; further, H&F typically would not be able to implement a value creation plan for a company in which H&F solely invests debt. The effect of these investments will vary from jurisdiction to jurisdiction. For example, if a Fund purchases in the secondary market at a discount debt securities of a company in which a Fund has, for example, a substantial equity interest, (i) a court might require a Fund to disgorge profit it realizes if the opportunity to purchase such securities at a discount should have been made available to the issuer of such securities or (ii) a Fund might be prevented from enforcing such securities at their full face value if the issuer of such securities becomes bankrupt. In addition, the market for selling debt may not be as liquid as the market for selling public equity securities, which may impair the ability of a Fund to sell a debt investment at the opportune time. Such debt investments may be in debt that is subordinate to other outstanding indebtedness of a portfolio company, which exacerbates the risk that the value of the investment will be impaired if the portfolio company does not perform. Finally, one of the fundamental risks associated with the Funds’ debt investments is credit risk, which is the risk that an issuer will be unable to make principal and interest payments on its outstanding debt obligations when due. The fact that payments are contracted or regulated does not imply that there is no risk of default. A Fund’s return to its Limited Partners would be adversely impacted if an issuer of debt securities in which such Fund invests becomes unable to make such payments when due. Follow-On Investments. Following its initial investment in a given portfolio company, a Fund may decide to invest additional amounts in such portfolio company or may have the opportunity to increase its investment in a portfolio company. There is no assurance that such Fund will make follow-on investments or that such Fund will have sufficient capital to make all or any of such investments. In addition, as described in “Conflicts of Interest - Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities” in Item 11 below, some or all of a follow-on investment opportunity may, in certain circumstances, be allocated in full or in part to a successor Fund Family and/or Other Investment Vehicle. Any decision by a Fund not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a portfolio company in need of such an investment, may result in a lost opportunity for such Fund to increase its participation in a successful operation, may result in the Fund’s investment in the relevant portfolio company becoming diluted and, in circumstances where the follow-on investment is offered at a discount to market value, may result in a loss of value for the Fund. Certain Investments with Third Parties; Syndication of Co-Investment Opportunities. The Funds from time to time co-invest with third parties, including through partnerships, joint ventures, or other entities, thereby acquiring jointly controlled or non-controlling interests in certain portfolio companies in conjunction with participation by one or more third parties in such investment. Any such co-investment may occur at the time of such third party’s investment or after such third party has already invested and such interests may be acquired via primary or secondary transactions. As a co-investor, such Funds may have interests or objectives that are inconsistent with those of the third-party partners or co-venturers. The Funds may not have control over such portfolio companies and, in such a case, may have a limited ability to protect their positions therein, although where appropriate H&F expects to seek to negotiate rights in an effort to protect the interests of such Funds. There is no assurance that H&F would be successful in obtaining such rights. Such investments may involve risks not present in investments where a
third party is not involved, including the possibility that a third-party partner or co-investor may have economic or business interests or goals that are inconsistent with those of the Funds, may be in a position to take (or block) action contrary to the Funds’ investment objectives, may have financial difficulties resulting in a negative impact on such investments, or the increased possibility of default by, or diminished liquidity or insolvency of, the third party, due to a sustained or general economic downturn. Also, third-party partners or co-venturers may opt to liquidate an investment at a time during which such liquidation is not optimal for such Funds. Consortium transactions generally entail a reduced level of control by the Funds over an investment because governance rights must be shared with the other consortium sponsors. Accordingly, the Funds may not be able to control decisions relating to a consortium investment, including the timing and nature of any exit. The Funds may in certain circumstances be liable for the actions of its third-party partners or co-investors. Furthermore, if a co-investor defaults on its funding obligations, the Funds may be required to make up the shortfall. In addition, the Funds have from time to time made, pursued investments and/or borne costs as Fund expenses in connection therewith with the expectation of offering a portion of its interests therein as a co-investment opportunity to Limited Partners and/or other third parties. This may include bridge financing to fund anticipated investments by co-investors. If a Fund is not successful in effecting such co-investment, in whole or in part, such Fund will consequently hold a greater concentration and have more exposure in the related investment than initially was intended, which could make such Fund more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. In deals where co-investors are expected to participate in such deal, a Fund may bear a greater percentage of dead deal costs (as defined below) (including reverse termination fees) as well as other transaction-related expenses than the percentage ownership such Fund initially intended to hold in an investment. Moreover, an investment that is not syndicated to co-investors as originally anticipated could significantly reduce a Fund’s overall investment returns. Further, a co-investment syndication from time to time will not be concurrent with the closing of a transaction. In such cases, such co-investors will be investing at a price determined at the transaction closing or commencement of the syndication, which value of the investment may not be the value of such investment on the date of the closing of such syndication. Where the value of the investment has increased between the transaction closing and syndication closing, the investment return for the applicable Fund will not reflect any profits for the syndicated portion of the transaction because the current price paid by the syndication co-investors to the Funds to make such investment would be the previously determined price, not the value as of the time of the syndication closing. See “Conflicts of Interest - Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities”, “Conflicts of Interest - Allocation of Fees and Expenses” and “Conflicts of Interest – Investments made by more than one Fund, Fund Family or Other Investment Vehicle” in Item 11 below for additional information regarding conflicts arising out of co-investments. Non-Controlling or Minority Investments. The Funds from time to time, opportunistically invest in non-controlling or minority positions of companies and/or make small scale investments in companies for which the Funds have fewer or no rights to exert any influence, and that may be passive in nature (including the absence of any voting rights). The Funds will generally hold a non-controlling interest in such companies and, therefore, will generally have a limited, or no, ability to protect its position in such investments. Although it is expected that the Funds generally will seek appropriate rights to protect such Fund’s interests in connection with an investment by
such Funds (including board representation, negative controls, veto rights on major decisions, priority cash flows, and/or liquidity preferences), there can be no assurance that such rights or board representation will be available, that such rights will provide sufficient protection of such Funds’ interests, or that such Funds will be able to control the timing or occurrence of an exit strategy for such portfolio companies in a manner that maximizes or protects value. In such cases, such Funds will typically be significantly reliant on the existing management, board of directors and other equity holders of such portfolio companies, who may not be affiliated with the Funds and whose interests may conflict with the interests of the Funds. Control Position Risk. A Fund may own a significant portion of the securities of its portfolio companies, including ownership positions which may represent a majority of a portfolio company’s voting securities. These investments may entitle a Fund to elect substantially all of a portfolio company’s directors and exert significant influence over a portfolio company’s business, operations, affairs, and transactions. Further, a Fund may be entitled to designate certain H&F Personnel and/or individuals that are former H&F Personnel or otherwise have close business or personal relationships with H&F as directors of a portfolio company. These capabilities could lead such Fund to be viewed as controlling a portfolio company or being considered a controlling stockholder and, as a result, could (i) expose the assets of such Fund to claims, lawsuits, or investigations by such portfolio company, its security holders, creditors, government or regulatory, authorities or other persons or (ii) impose additional risks of liability for environmental damage, social and governance issues, workplace accidents, product defects, failure to supervise management, violation of governmental regulations, and other types of liability in which the limited liability generally characteristic of business operations may be ignored. In the event that any such claims are successful, such Fund may be held liable for any damages that are awarded or be required to fund any settlement with such parties, which may exceed the value of such Fund’s initial investment in that portfolio company. Such liabilities, including those related to activities that occurred prior to a Fund’s investment in such portfolio company, could have an adverse impact on a Fund. Even if such claims, lawsuits or investigations prove to be without merit, such Fund may be required to expend significant resources defending itself and its affiliates. In addition, such Fund’s reputation and goodwill may be harmed if it is considered a controlling stockholder of a portfolio company that is subject to negative publicity. See the risks described at “Risks – Risks Arising from Potential Controlled Group Liability Generally” below for additional information on similar risks where a portfolio company is controlled by one or more Funds. Investments in Public Companies; In-Kind Distributions. The Funds from time to time make investments in the securities or instruments of publicly traded companies. Additionally, the Funds from time to time hold public securities as a result of an initial public offering, subsequent public offering of an existing portfolio company, or corporate transaction with a public company. Such investments may be sensitive to movements in the stock market and trends in the overall economy and will subject such Funds to risks that differ in type or degree from those involved with investments in privately held companies. Such risks include, without limitation, greater volatility in the valuation of such companies, a divergence between H&F’s view of the value of such investment and public investor sentiment which would impact the valuation of such companies, increased regulatory compliance including obligations to disclose information regarding such companies, limitations on the ability of such Funds to dispose of such securities or instruments or add to its position of such securities or instruments at certain times, increased likelihood of shareholder litigation against such companies’ board members and/or insider trading allegations
against such companies’ executives and board members, which may include employees or representatives of H&F, increased costs associated with each of the aforementioned risks and limitations on and risks associated with the company’s or the Funds’ use of 10b5-1 plans. The Funds may be unable to obtain contractual governance rights with respect to public portfolio companies. Moreover, the Funds may not have the same access to information in connection with investments in public securities, both before and after making such investment, as compared to privately negotiated investments. Furthermore, the Funds may be limited in their ability to make investments, and to sell existing investments, in public securities if H&F has material non-public information regarding the issuer or as a result of other policies or requirements. In addition, where the Funds do obtain limited or no governance rights they may be forced to participate in take private, sale or other corporate reorganizations approved by the board and the other shareholders. The securities or instruments of public portfolio companies may be thinly traded, relatively illiquid, or may cease to be publicly traded after such Funds invest. Where an issuer’s securities are thinly traded, the impact of trading or other actions of holders of such securities often is more pronounced with respect to the value or liquidity of such securities. In addition, the Funds may be involved in “PIPEs” or private financing of public companies. PIPE transactions may involve the sale of equity-like securities of an already public company. In a transaction involving the securities or instruments of a public portfolio company (including a PIPE transaction), the Funds may bear the price risk from the time of pricing until the time of closing. In addition, the Funds may have to commit to purchase a specified number of shares at a fixed price, with the closing conditioned upon, among other things, the SEC’s preparedness to declare effective a resale registration statement covering the resale, from time to time, of the shares sold in the private financing. In addition, since the Funds may take large ownership positions as part of a transaction involving the securities or instruments of a public portfolio company (including a PIPE transaction), even if or after the securities are saleable, it may take a significant period of time for them to be sold or distributed in an orderly manner during which time profit could have otherwise been realized or loss avoided, and in some cases the Funds may be prohibited by securities laws or by contract from selling such public company securities for a period of time. In addition, the sales of thinly traded securities by the Funds could depress the market value of such securities. These circumstances or events could reduce the returns of such Funds. Disposition of the Funds’ public company investments may result in distributions in-kind to Limited Partners. Such securities may be subject to lockups or other restrictions on distributions, including legended securities, which may result in a delay of a Limited Partner in its ability to dispose of such interests. From time to time, H&F is per contractual arrangements, required to sell such securities on behalf of certain Limited Partners and therefore, in such circumstances, certain Limited Partners will receive cash whereas other Limited Partners will receive distributions in-kind. If the market price of the distributed securities declines rapidly after such distribution, Limited Partners may not be able to realize the full value of the securities at the time of distribution. General fluctuations in the market prices of securities may affect the value of the investments held by the Funds. For example, high market valuations (whether temporary or prolonged) could disproportionally impact the value of the Funds’ unrealized investments, depending on the timing of the Funds’ investments. Instability in the securities markets may also increase the risks inherent in the Funds’ investments. In addition, the fair market value of property to be distributed in-kind is expected to be determined by the Fund, subject to the terms and conditions of the applicable
Governing Documents. Other than in the case of a cash-stock election, as there is no guarantee that such valuations will reflect the value for such assets that would be achieved if such assets were sold to a third party rather than distributed in-kind, Limited Partners in each Fund may not receive the price for such assets that they may otherwise have received if such assets were sold in a thirdparty sale. In addition, the valuation made by the General Partner of property to be distributed inkind (including as used to calculate performance) pursuant to the terms and conditions of the applicable Governing Documents may vary from the value of the securities determined on the open market including because of the valuation methodology set forth in such Governing Documents for securities distributed in-kind as described below. If the valuations made by the General Partner in connection with the distribution in-kind (including as used to calculate the General Partner’s carried interest) are higher than what could have been received if such investments were instead disposed of to third parties or on the open market, held to maturity, or otherwise disposed of in another manner, the amount of carried interest received by the General Partner, or the timing of receipt of such carried interest, could be higher and earlier in time than it would have been if such assets were sold in a third-party sale or on the open market. Additionally, for certain Funds, because the amount of proceeds Limited Partners are deemed to receive in connection with distributions in-kind of marketable securities is determined using an average of the trading prices both prior to and after the date of distribution (as more fully described in the applicable Governing Documents), while for other Funds, because the amount of proceeds Limited Partners are deemed to receive in connection with distributions in-kind of marketable securities is determined based on the net cash proceeds received by such Funds resulting from the sale of such securities on behalf of Limited Partners electing to receive cash in such distributions (as more fully described in the applicable Governing Documents), in both cases, the General Partner’s carried interest may be based on a valuation that is higher than the price of the securities actually distributed to the Limited Partners or that the General Partner would have received had such securities been sold for cash, in each case at the time of distribution. See the risks described at “Risks - Asset Valuations” below and “Conflicts of Interest – Fee Structure” in Item 11 below for additional information on risks relating to the effects of carried interest and the valuation of Fund assets. See “Conflicts of Interest – Other Potential Conflicts” in Item 11 below for more information regarding in-kind distributions. Special Purpose Acquisition Companies. A Fund may invest in units of, shares of, warrants to purchase stock of, and other interests in special purpose acquisition companies or similar special purpose entities that pool funds to seek potential acquisition opportunities (collectively, “SPACs”). SPACs and similar entities have no operating history or ongoing business other than seeking to complete a business combination with one or more companies, and as a result, the value of each of their securities is particularly dependent on the ability of the entity’s management to identify and complete a successful business combination. Capital raised through the initial public offering of securities of a SPAC is typically placed into a trust account until the target company is acquired or a pre-determined period of time elapses. If a SPAC is unable to identify and acquire a target company by the deadline (and the deadline is not otherwise extended), the SPAC will be required to liquidate its assets, which may result in losses due to the expenses and liabilities of the SPAC. Investors in a SPAC are subject to the risk that, among other things, (i) such SPAC may not be able to identify or successfully complete an initial business combination (“IBC”) by the deadline or any extension thereof and may be required to liquidate and return any remaining proceeds in the trust account to stockholders, (ii) assets in the trust may be subject to third-party claims against such SPAC, which may reduce the per share liquidation price received by the investors in the
SPAC, (iii) such SPAC may be exempt from the rules promulgated by the SEC to protect investors in “blank check” companies, such as Rule 419 promulgated under the Securities Act, so that investors in such SPAC may not be afforded the benefits or protections of those rules, (iv) such SPAC may only be able to complete one business combination, which may cause it to be solely dependent on a single business, (v) the value of any target company may decrease following its acquisition by such SPAC for any number of reasons, (vi) the value of the proceeds held in the trust account may decline, (vii) a Fund may agree to forfeit its redemption rights or may be delayed in receiving any such redemption proceeds, (viii) the inability of SPAC investors to have their SPAC interests redeemed due to the failure to hold the securities in the SPAC on the record date, (ix) if the SPAC is unable to consummate an IBC, public stockholders will be forced to wait until the deadline before liquidating distributions are made, (x) warrants or other rights with respect to the SPAC held by a Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price, (xi) an investment in a SPAC may be diluted in connection with the business combination or by additional financings, (xii) stockholders may lose the principal value of their investment if they do not redeem their investment in the SPAC prior to the effective time of the IBC; (xiii) the SPAC’s sponsor may have interests that are not aligned with the investors in securities of the SPAC; (xiv) the SPAC may complete an IBC with a company that is related to the SPAC’s sponsor; (xv) the value of investments in SPACs may be highly volatile and may depreciate significantly over time, (xvi) no or only a thinly traded market for shares of or interests in a SPAC may develop, leaving a Fund unable to sell its interest in the SPAC or to sell its interest only at a price below what such Fund believes is the SPAC’s interest intrinsic value, (xvi) such SPAC’s due diligence may not uncover all material risks and uncertainties associated with a particular target business, (xviii) a SPAC investment may be considered an investment company in certain circumstances and (xix) a SPAC investment may be subject to an extended lock-up period and other restrictions on resale and redemption, including those in connection with a private placement voting and support agreement. In addition, most SPACs are illiquid and have a concentrated stockholder base that tends to be composed of hedge funds (at least at inception). Any SPAC in which a Fund directly or indirectly invests will be a newly formed company with no operating results that may not commence formal operations until obtaining funding through an initial public offering. Some SPACs may pursue acquisitions only within certain industries or regions, and may encounter substantial competition for attractive targets, particularly given the substantial increase in SPACs in recent years. In addition, the SPAC industry has in the past received, and may in the future receive, heightened regulatory attention and scrutiny, which may have a material adverse effect on the SPAC’s ability to identify and complete a successful business combination and the results of its operations. In addition, the plaintiffs’ bar has been increasingly targeting SPACs, which increases the likelihood of shareholder litigation, particularly in connection with any proposed IBC. To the extent that a SPAC completes a business combination, it may be affected by numerous risks inherent in the business operations of the acquired company or companies. In connection with a business combination, a SPAC will generally not be required to obtain an opinion from an independent investment banking firm or from an independent accounting firm that the price the SPAC is paying is fair to the company from a financial point of view. There is no guarantee that the SPAC’s board will properly assess the value of the company and thus there is no guarantee that the price the SPAC pays in connection with its business combination will be fair. In addition, in certain circumstances, a business combination may not be an underwritten offering and investors
may therefor not have recourse against any underwriters. For these and additional reasons, investments in SPACs are speculative and involve a high degree of risk. At the time a Fund invests directly or indirectly in a SPAC, it will typically not be provided with an opportunity to evaluate the specific merits or risks of any IBC and the SPAC’s board may in certain circumstances complete an IBC without seeking stockholder approval. As a result, if the SPAC does not seek stockholder approval of an IBC, a Fund’s only opportunity to affect the investment decision regarding a potential IBC may be limited to exercising its redemption rights in connection with the IBC. Other public stockholders may opt to redeem their shares in the SPAC, which may result in a Fund directly or indirectly providing additional capital and thereby increasing its exposure to such transaction. A Fund may also invest in equity or debt financing, or other financing arrangements, undertaken by a SPAC in connection with the IBC. Investors in these financing transactions typically are required to commit capital at the time a proposed business combination is announced, or otherwise provide near-term liquidity to a SPAC, and such investments are subject to significant diminution in value if the trading prices of the publicly traded equity of the SPAC diminishes following closing of the business combination transaction or if the terms of such financing prove to be unfavorable. Any securities issued in such financing transactions likely will be issued in private placements and not in a transaction registered with the SEC and may be subject to additional contractual limitations on disposition. A SPAC may seek to enter into an IBC agreement with a target company that requires as a closing condition that the SPAC have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, the SPAC may not be able to meet such closing condition and, as a result, would not be able to complete the IBC. Prospective targets will be aware of these risks, which may make an IBC with the SPAC less attractive. A description of the conflicts of interest related to SPACs are described in more detail below in Item 11 under the caption – “Conflicts of Interest – Conflicts Relating to Special Purpose Acquisition Companies”. Hedging Risks; Derivatives. A Fund and/or portfolio company may utilize a wide variety of hedging techniques and derivative financial instruments (including, but not limited to, options contracts, futures contracts, forward contracts, options on futures contracts, indexed securities, credit default swaps, interest rate swaps or caps and other swap agreements) both for hedging or risk-management purposes (including for adverse movements in interest rates, currency exchanges or securities prices) and for investment purposes, the use of which is a highly specialized activity that may entail greater than ordinary investment risks. The prices of derivative instruments, including swaps, futures, forwards and options, are highly volatile and such instruments may subject a Fund or a portfolio company to significant losses. The value of a derivative depends largely upon price movements in the underlying asset. Therefore, many of the risks applicable to trading the underlying asset are also applicable to derivatives of such asset. However, there are several other risks associated with investments in derivatives. Derivatives are also subject to currency and other risks. Derivatives also involve the risk that changes in their value may not correlate perfectly with the assets, rates or indices they are designed to track. Suitable derivatives to hedge risk are not available in all circumstances and hedging transactions may not be effective
in mitigating risk in all market conditions or against all types of risk (including unidentified or unanticipated risks), thereby resulting in losses to a Fund or portfolio company. In addition, the terms of a particular hedging or derivative instrument may provide that, upon a disposition, refinancing or other transfer of the underlying portfolio investment, such instrument will be automatically terminated or unwound, which may require the Fund or portfolio company to settle the instrument at a time when market conditions are unfavorable, potentially resulting in realized losses, breakage costs, early termination payments, loss of anticipated hedging benefits, increased volatility, and/or the need to enter into replacement hedging arrangements on less favorable terms, any of which could adversely affect such Fund or portfolio company. Derivative instruments that may be purchased or sold by a Fund or portfolio company often include instruments not traded on an exchange. The risk of nonperformance by the obligor on such an instrument may be greater and the ease with which a Fund or portfolio company can dispose of or enter into closing transactions with respect to such an instrument may be less than in the case of an exchange-traded instrument. Investments in derivatives are subject to the risk of nonperformance by the derivatives counterparty (for over-the-counter derivatives, “Counterparty Risk”) or the clearing house and broker or futures commission merchant through which the Fund or portfolio company hold the derivative (with respect to exchange traded or centrally cleared derivatives). In addition, significant disparities may exist between “bid” and “asked” prices for derivative instruments that are traded over the counter and not on an exchange. Such over-thecounter derivatives are also typically not subject to the same type of investor protections or governmental regulation as exchange traded instruments. See “Risks - Conflicts Counterparty Risk; Custodians, Broker-Dealers, Banking Institutions and Financing Sources” below for additional information. A Fund may determine not to employ such hedging techniques with respect to certain investments and in such cases, unanticipated changes in interest rates, currency exchanges, or securities prices, as applicable, may also result in poorer overall performance for a Fund than if it had entered into such hedging transactions. In addition, a Fund’s investment portfolio will always be exposed to certain risks that cannot be fully or effectively hedged, such as credit risk relating both to particular securities and counterparties. From time to time, Funds or Other Investment Vehicles may employ such hedging techniques through credit facilities that are entered into by other Funds or together with other Funds, that are guaranteed by other Funds, that provide financings on behalf of other Funds or that are entered into on a joint and several basis with other Funds, as described further below at “Risks – Fund and Portfolio Company Leverage and Borrowing”. Further, the United States government has enacted legislation that provides for regulation of the derivatives market, including clearing, margin, reporting, and registration requirements. The European Union (the “EU”), the United Kingdom (the “UK”) and some other countries have implemented and are continuing to implement similar requirements, which will affect market participants when they enter into derivatives transactions with a counterparty organized in that jurisdiction or otherwise subject to that jurisdiction’s derivatives regulations. Clearing rules and other derivatives related rules and regulations could, among other things, restrict an account’s ability to engage in, or increase the cost of, derivatives transactions, for example, by making some
types of derivatives no longer available, increasing margin or capital requirements, or otherwise limiting liquidity or increasing transaction costs. While rules and regulations and central clearing of some derivatives transactions are designed to reduce systemic risk (i.e., the risk that the interdependence of large derivatives dealers could cause them to suffer liquidity, solvency or other challenges simultaneously), there is no assurance that they will achieve that result, and in the meantime central clearing and related requirements create exposure to different kinds of costs and risks. With respect to over-the-counter (“OTC”) derivatives and certain other transactions, in the event of a counterparty’s (or its affiliate’s) insolvency, the possibility exists that a Fund’s or a portfolio company’s ability to exercise remedies, such as the termination of transactions, netting of obligations or realization on collateral, could be stayed or eliminated under special resolution regimes adopted in the United States, the EU, the UK and various other jurisdictions. Such regimes provide governmental authorities broad authority to intervene when a financial institution is experiencing financial difficulty. In particular, in the EU and the UK, governmental authorities could reduce, eliminate, or convert to equity the liabilities of a counterparty experiencing financial difficulties (sometimes referred to as a “bail in”). Deployment of Capital; Fund-level Borrowings and other Indebtedness. In light of a Fund’s investment strategy and the need to be able to deploy capital quickly to capitalize on potential investment opportunities, the Funds from time to time maintain cash at the Fund level pending deployment into portfolio investments, which could at times be significant. Such cash may be held in an account of a Fund or may be invested in money market accounts or other similar temporary investments. In the event the Funds are unable to find suitable portfolio investments, such cash may be maintained at the Fund level for longer periods, which would be dilutive to overall investment returns. It is not anticipated that the temporary investment of such cash into money market accounts or other similar temporary investments pending deployment into portfolio investments will generate significant interest, if any, and Limited Partners should understand that such low interest payments (if any) on the temporarily invested cash may adversely affect overall Fund returns. Additionally, H&F will utilize high interest savings accounts or money market accounts, which may be with more than one banking institution, for some, but not all of the Funds. H&F makes this determination in its sole discretion considering, among other things, the size of the relevant Fund, the amount of cash available for deposit, and the cost and benefit to each respective Fund and to H&F. Those Funds with high interest accounts will benefit from greater diversification of banking institutions, as well as gain interest at a higher rate than those Funds that do not use such accounts. In addition, as described further below at “Risks – Fund and Portfolio Company Leverage and Borrowing” a Fund may deploy capital into portfolio investments using proceeds derived through Fund-level borrowings (e.g., a secured revolving credit facility) on a short-term or long-term basis and/or in advance of calling capital from Partners or may employ other financing strategies such as hedges or derivatives as described above at “Risks – Hedging Risks; Derivatives”, which may be on a joint, several, joint and several, or cross-collateralized basis or otherwise with such Fund’s parallel investment entities (“Parallel Funds”) and/or other Funds or Other Investment Vehicles. Certain of the costs and expenses incurred in connection with any such borrowings or other financing strategies related to a specific investment or transaction (for example interest accrued with respect to such investment or transaction) will generally be allocated among such Fund, such
Parallel Funds, such other Funds and such Other Investment Vehicles that participate in such investment or transaction pro rata (or, in the case of any such Other Investment Vehicle, at least pro rata) and to all Partners pro rata, which will increase the expenses borne by Partners and would be expected to diminish net investment returns (e.g., net internal rates of return (“IRR”) and net multiples of money (“MoM”)), possibly substantially. However, general financing costs or expenses arising out of such borrowing facilities not related to a specific investment or transaction are generally allocated among the Funds and Parallel Funds and not allocated to Other Investment Vehicles. See “Conflicts of Interest – Allocation of Fees and Expenses” in Item 11 below for further information. Moreover, in such instances when investments are funded using proceeds derived through fund-level borrowings, Limited Partners may not be notified that the Fund has made an investment until the Fund calls capital to repay such borrowing. As a result, in the intervening period, Limited Partners would have notional exposure to such investment while not receiving the same level of information regarding such investment they otherwise would have received had a payment notice been issued at the time the investment was consummated. Fund and Portfolio Company Leverage and Borrowing. Funds from time to time borrow funds or enter into other financing arrangements (including one or more revolving credit facilities the collateral for which can be committed capital or one or more assets of the Funds) for various reasons, including, depending on the Fund, to pay Fund expenses and liabilities, organizational expenses, transaction expenses and/or management fees, to make or facilitate new or follow-on investments, to make payments under hedging transactions, to cover any shortfall resulting from a Partner’s default or exclusion or to fund capital contributions at the closing of an investment. This may include significant credit facilities as well as holding and operating company debt for which the Funds provide a guarantee or equity support agreement, each of which may be subject to the below risks. Such Fund-level indebtedness may result in the use of the applicable Fund’s cash flow (including capital contributions, which the applicable General Partner may decide to call from the Limited Partners in its discretion subject to the limitations set forth in the applicable Governing Documents) for debt service, distributions, or other purposes. Required repayments of debt and related interest can adversely affect the Funds’ operating performance. In the event that the applicable Fund is unable to repay any credit facility borrowings from its cash flows (as a result of a default by a Limited Partner unable to fund its capital call or otherwise), the applicable Fund may dispose of investments to repay the lender(s). If the applicable Fund disposes of investments in order to repay lender(s) at an inopportune time or on an expedited basis, it may not realize as much value upon such disposition as it would receive in connection with an orderly disposition or it may be required to dispose of investments at a loss on unattractive terms. To the extent that Fund revenues are required to meet principal and interest payments, the Partners may be allocated income (and therefore tax liability) in excess of cash distributed. The documentation relating to Fund-level borrowings provides that during the continuance of a default under such borrowings, the payments made to Partners by the Fund may be subordinated to such Fund-level borrowing. If a Fund borrows in lieu of calling capital to fund the acquisition of an investment, the borrowing would be used for all Partners in such Fund on a pro-rata basis (including the General Partner). The Funds from time to time also utilize subscription facilities to benefit Other Investment Vehicles. For example, Funds have in the past, and may in the future, borrow to fund an Other Investment Vehicle’s pro rata share of an investment or expense related to an investment. H&F expects that all parties participating in an investment (including the General Partner and any Other Investment Vehicles) will bear certain of their pro rata share of the financing costs and expenses
related to such investment (for example interest accrued with respect to such investment) but such parties are not expected to bear the other general financing facility costs arising out of such borrowing facilities (such as origination and other costs). As such, the Fund will bear a disproportionate amount of expenses relating to such borrowing facility as well as of the credit risk in incurring the debt on behalf of the other parties. In addition, a Fund may activate or draw on its credit facility earlier than it otherwise would have to accommodate borrowings by or on behalf of an Other Investment Vehicle as part of a co-investment opportunity, causing the Fund to incur general facility costs (such as origination and other costs) sooner than it would have absent such accommodation. As a general matter, use of leverage in lieu of drawing down capital commitments amplifies returns (either negative or positive) to Limited Partners. In addition, the batching of capital calls may amplify the magnitude of potential defaults by Limited Partners as a result of there being fewer but larger capital calls. To the extent a subscription facility becomes due upon a demand by the lender, such a demand may be issued at an inopportune time at which liquidity is generally constrained, such as when the Fund is facing financial difficulties or when Limited Partners are facing similar capital calls in multiple funds, potentially resulting in greater defaults by Limited Partners. Moreover, the existence of a subscription facility may impair a Limited Partner’s ability to transfer its interest in a Fund as a result of restrictions imposed on such transfers by the lender. The Funds from time to time incur indebtedness or other financing instruments and guarantee obligations together with their Parallel Funds and/or other Funds. While such arrangements may be joint and several with respect to such Fund, such arrangements may not necessarily impose reciprocal joint and several obligations on such Parallel Funds and such other Funds. As a result of the incurrence of indebtedness on a joint and several or cross-collateralized basis, such Fund may be required to contribute amounts in excess of is pro rata share, including additional capital to make up for any shortfall if such other Funds are unable to repay their pro rata share of such indebtedness or other financial obligations. Additionally, certain Funds have the ability to borrow or employ other financial instruments, such as hedging or derivative instruments as described above at “Risks – Hedging Risks; Derivatives” from another Fund’s line of credit. This could occur in a variety of situations, including where one Fund warehouses an investment for another Fund, where another Fund participates in an investment but does not hold its own credit facility or for administrative convenience. In these situations, the borrowing Fund could benefit from lower interest rates or more favorable terms than it could obtain from its own lenders, while the Fund making its credit line available could incur higher costs or risks by sharing its credit capacity. Also, the borrowing Fund could impair the liquidity of the Fund making its credit line available or ability to meet its own obligation by delaying or defaulting on the repayment of the borrowed funds, or by using the borrowed funds as collateral for other transactions. Additionally, the Fund using the line of credit from another Fund may not bear interest, which increases the costs borne by the Fund making its line of credit available to such other Fund. Fund revolving credit facilities are available to provide borrowed amounts directly to the portfolio companies of such Funds, in which case such borrowed amounts would be guaranteed by such Funds. In such instances such Funds would bear liability for the borrowed funds in the event of a default, and as a result, such portfolio company and any of its other investors (including any Other Investment Vehicle and co-investors, if any) benefit from the credit risk taken by such Funds’ guarantee. A Fund may in the future enter into other borrowing arrangements with, or on behalf
of, a portfolio company. In addition, such other investors also benefit where the Fund bears all financing facility costs, other than interest with respect to the specific transaction. Where a portfolio company borrows amounts directly through the Fund’s revolving credit facility, the applicable Fund may charge the portfolio company borrower higher interest rates than the interest rate the Fund pays pursuant to such financing facility to effect arm’s length cost of capital, as determined by H&F. Tax-exempt Limited Partners should note that the use of leverage at the Fund level may cause unrelated business taxable income (“UBTI”) or losses, but such debt-financed UBTI will not be treated as UBTI for purposes of the applicable Governing Documents. Finally, to the extent a Fund uses borrowed amounts in advance or in lieu of capital contributions or a portfolio company borrows amounts directly through the Fund revolving credit facility, the borrowing would be used for all Partners on a pro rata basis, including the General Partner and such Fund’s Partners generally make the corresponding capital contributions later. As a result, the use of borrowed amounts at the Fund level can impact calculations of returns (e.g., IRR and MoM) as these calculations generally depend on the amount and timing of capital contributions as well as the level of the organizational structure at which such borrowed amounts are borrowed or deployed. It can be expected that a Fund will make loans to a portfolio company where such company requires an infusion of cash for various reasons, including, but not limited to, capital expenditures, merger and acquisition opportunities, debt repayment, research and development or operating expenses. While any such short-term loan (or bridge financing) could be converted into a more permanent, long-term security, it is entirely possible, for reasons not always in a Fund’s control, that issuance of long-term securities or other refinancing or syndication may not occur, and such short-term loans (or bridge financings) may remain outstanding for long periods of time. Similarly, expected sources of cash to repay loans may not become available. In such events, the interest rate charged may not adequately reflect the risk associated with the position taken by a Fund. The use of Fund-level borrowings will differ based on available credit facility capacity and contractual terms applicable to each Fund and each such credit facility. Therefore, as the subscription credit facilities utilized by the Funds may have different terms, while the Funds may be invested in the same investment, and while the valuation of such investment would be consistently determined pursuant to the relevant Governing Documents, the investment return can, in certain circumstances, differ among the Funds as a result. In addition to financing at the Fund level, most Fund portfolio companies employ leverage at the portfolio company level as well, including acquisition financing at the time of the Fund’s investment in such portfolio company. Instruments issued by such companies may have limited covenants (e.g., “covenant lite” securities), and the lack of robust covenants can increase the risk associated with an investment in such issuers. While investments in leveraged companies offer a greater opportunity for capital appreciation than investments in unleveraged companies, such investments also involve a higher degree of risk. As a result of the use of such leverage, recessions, operating problems and other general business and economic risks (as well as particular risks associated with investing in the industries targeted by the Funds) would likely have a more pronounced effect on the profitability or solvency of such companies. Moreover, any rise in interest rates will, unless such rates are fixed pursuant to the terms of any such indebtedness
significantly increase such portfolio companies’ interest expense, causing losses and/or the inability to service debt levels. In addition, cash flow from operations or investment that could otherwise be available to a leveraged portfolio company to fund growth may instead be diverted to repay or service the company’s debt obligations. If a portfolio company cannot generate adequate cash flow to meet debt obligations, the Funds are likely to suffer a partial or total loss of capital invested in the portfolio company. A portfolio company’s obligations to these lenders will likely be senior to the applicable Fund’s investment in the company and may also be secured by the assets of the company. Accordingly, such lenders may be entitled to a preferred cash flow prior to such Fund. The Fund’s junior status could result in a loss of investment by the Fund in liquidations or sale transactions. It may also be necessary from time to time for a leveraged portfolio company to seek refinancing or restructuring of its debt financing, and there can be no assurance that any needed refinancing or restructuring may be available on terms that are favorable to the Fund’s investment in the portfolio company. In addition, the more leverage a portfolio company has may negatively impact or delay disposition opportunities for the sale of such portfolio company. The Funds and/or portfolio companies often obtain financing from private credit providers and in certain circumstances more favorable credit terms are only available through the private credit markets. The private credit market has a limited number of participants, and this concentration of credit providers presents certain risks. If a private credit provider were to exit the market—whether due to the expiration of its fund term, investor unwillingness to extend such term, significant redemptions that limit its capacity to extend credit, or other reasons—such exit could further concentrate the pool of available private credit sources. This increased concentration may make it difficult to replace such credit on comparable terms or at all and may reduce the Funds’ or portfolio companies' ability to negotiate favorable credit terms. In addition, if an existing private credit provider exits the market or otherwise becomes unable to continue providing credit, the Funds or portfolio companies may be unable to extend or refinance existing credit arrangements with such provider, potentially requiring the Funds or portfolio companies to seek alternative financing at inopportune times, on less favorable terms, or from a more limited set of remaining providers. The reduced availability of private credit providers could also limit the ability of the Funds or portfolio companies to obtain new financing for growth initiatives, acquisitions, or other capital needs, which could adversely affect investment returns. The use of such borrowed funds may be subject to certain conflicts of interest, as described “Conflicts of Interest – Conflicts Relating to H&F” in Item 11 below. See also the risks described at “Risks – Deployment of Capital; Fund-level Borrowings” above for additional information regarding Fund-level borrowings. Leverage Below a Fund. Although it presents many of the same risks as Fund-level borrowing, indebtedness of entities other than a Fund is typically not treated as Fund-level borrowing for purposes of the Funds’ Governing Documents, even if the special purpose vehicles or other entities incurring such leverage engage in borrowings that are cross-collateralized with or among multiple investments such that multiple investments and a substantial portion of a Fund’s value are at risk. As a result, these borrowings are not typically subject to the same limitations on Fund-level borrowing as are set forth in the relevant Fund’s Governing Documents. Since H&F has more flexibility to engage in these structures, and such borrowings are not subject to similar limitations,
H&F has an incentive to incur significant leverage at the level of special purpose vehicles or other entities beneath a Fund. The negative performance of one asset may materially and adversely affect the performance of other investments or a Fund as a whole. Furthermore, depending on the terms of the cross-collateralization and the performance of the underlying assets, it is possible that a Fund may ultimately bear a disproportionate share of the risk arising from any guarantees, borrowings or credit support that are incurred on a cross-collateralized or joint basis with other Funds, special purpose vehicles or other entities, but a Fund will not receive compensation for bearing such risks for other such Funds or special purpose vehicles or other entities. Margin Loans. If the Funds use margin loans, which is the practice of borrowing against the value of securities owned by a Fund in order to purchase additional securities in the public market, the Funds that use the margin loans will be subject to a number of risks, including the risk that the securities serving as collateral for the loan will decrease in value, requiring additional collateral to be posted, which can decrease such Fund’s liquidity. Such a decline can result in a Fund owing more on a margin loan than the purchased securities are worth. Further, a failure to post additional collateral when called can result in the lender accelerating the loan and selling the collateral, generally at a discount, to cover any outstanding balances under the original loan, with such Fund remaining liable for any further remaining balance. Margin loans are also subject to Counterparty Risk, which is the risk that the lending counterparty will default or become insolvent, and any margin posted to them will be tied up in a bankruptcy or similar proceeding. See “Risks - Conflicts Counterparty Risk; Custodians, Broker-Dealers, Banking Institutions and Financing Sources” below for additional information. Bridge Loans; Bridge Investments. From time to time the Funds lend to portfolio companies on a short-term, secured, or unsecured basis or otherwise invest on an interim basis in portfolio companies, including in anticipation of a future issuance of equity or long-term loans and/or debt securities, a purchase of securities by portfolio company management and/or employees, funding by co-investors or other refinancing, syndication or liquidity event. Such bridge loans and bridge investments will not be treated as having been invested by the Funds in the applicable portfolio company and are typically excluded from the calculations of returns (e.g., IRR and MoM) as they would typically be refinanced into more permanent, long-term loans and/or securities; however, for reasons not always within the Funds’ control, such long-term loans and/or securities or other refinancing or syndication may not be issued and such bridge loans and interim investments may remain outstanding. In such event such bridge investments may result in greater concentration to a particular company and sector than anticipated. Further, performance returns (e.g., IRR and MoM) will be higher to the extent bridge loans or bridge investments are excluded from such calculations. Non-U.S. Investments Generally. The Funds from time to time invest in companies that are organized, headquartered, or principally operated outside the U.S. or in the U.S. and have material subsidiaries or operations in, material sales to, or other material exposure to, non-U.S. countries. Investments in and/or other material exposure to foreign countries involve certain factors not typically associated with investing in U.S. securities or instruments, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which the Funds’ foreign investments are denominated, and costs associated with conversion of investment principal and income from one currency into
another; (ii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative liquidity of some foreign securities markets, different interest rates, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and less government supervision and regulation; (iii) higher rates of inflation; (iv) differences in the legal and regulatory environment or enhanced legal and regulatory compliance; (v) certain economic, social and political risks, including risks relating to trade wars involving the U.S. and/or other countries (including any rules, regulations, taxes and/or import duties that arise as a result of such disputes), the risks of political, economic, or social instability (including the risk of sovereign defaults and risk of war), and the possibility of nationalization, confiscation without fair compensation, expropriation, confiscatory taxation or other changes in law (which are difficult to predict, particularly in light of the frequent lack of judicial or administrative authority, interpretation or guidance); (vi) differences between U.S. and foreign market contract terms (e.g., foreign contracts do not typically include many of the closing conditions that are commonly found in U.S. contracts) and conventions relating to documentation, settlement, corporate actions, stakeholder rights and other matters; (vii) the possible imposition of foreign taxes on withholding, income, gains and gross sale or other proceeds relating to such securities, including as a result of the loss of tax treaty benefits that were expected at the time of investment (which are difficult to predict, particularly in light of the significant uncertainty regarding the application of non-U.S. tax law and income tax treaties to any U.S. or non-U.S. structures a Fund’s General Partner uses to hold investments in certain portfolio companies); (viii) differing and potentially less welldeveloped or well-tested corporate and intellectual property laws regarding the rights of creditors and other stakeholders (including the rights of secured parties), fiduciary duties, the protection of investors and intellectual property owner protections; and (ix) less publicly available information. Additionally, a Fund may be less influential than other market participants in jurisdictions where it or H&F does not have a significant presence. Foreign Investment Controls. Foreign investment in securities and/or the acquisition of governance or other rights in companies in certain of the countries in which the Funds invest from time to time is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment above certain ownership or voting levels or in certain sectors of the country’s economy and may increase the costs and expenses of the Funds. A range of jurisdictions have adopted new foreign investment regimes, the scope of the regimes in some countries has expanded in light of global developments, and the EU is working towards broadening and harmonizing foreign direct investment regimes in EU member states. There can be no assurance that more restrictive regulations (e.g., outbound investment restrictions), will not be adopted in the future. Some countries require governmental approval prior to initial investment, or for the repatriation of investment income, capital or the proceeds of sales, by foreign investors and foreign currency. The Funds could be adversely affected by political hostility to investments by foreign or private equity investors, delays in, or a refusal to grant, any required governmental approval for repatriation of capital interests and dividends paid on securities or other assets held by the Funds, and income on such securities or other assets or gains from the disposition of such securities is from time to time subject to withholding taxes imposed by certain jurisdictions. EU Foreign Subsidies Regulation. Transactions (such as mergers, acquisitions, or joint ventures) that meet certain monetary thresholds must now be notified to the European Commission, which has the power under the Foreign Subsidies Regulation to review financial contributions granted by
non-EU countries to companies engaging in an economic activity in the EU and redress, if needed, their distortive effects, including through prohibition of the transaction. Trade Policy. 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 Canada and Chinese, 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. General Economic and Market Conditions; Interdependence of Markets. The private equity industry generally, and the success of the Funds’ investment activities, is subject to general economic and market conditions, including interest rates, availability of credit, lack of price transparency, inflation rates, economic uncertainty, as well as by changes in laws and regulations, trade barriers, currency exchange controls, and national and international political, environmental and socioeconomic circumstances. While current market conditions may create opportunities for the Funds to make investments at prices that H&F believes are attractive, there remain a number of risks. There can be no assurance that the market will, in the future, be liquid, and it may continue to experience periods of volatility in the future. Various sectors of the U.S. and global financial markets and the broader current financial environment have been, and continue to be, characterized by uncertainty, volatility and instability. Economic problems in a single country are increasingly affecting other markets and economies. A continuation of this trend could result in problems in one country adversely affecting regional and even global economic conditions and markets. It is unclear what the repercussions of any market turmoil may be and it remains unknown whether government measures undertaken in response to such turmoil (whether regulatory or financial in nature) would have a positive or negative effect on market conditions. As such, the financial condition of H&F, the Funds and the portfolio companies may be adversely affected by a significant general or regional economic downturn and may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on their business and operations. Further, the Funds may be adversely affected to the extent that they seek to dispose of any of their investments into an illiquid or volatile market, and the Funds may find themselves unable to dispose of an investment at a price that H&F believes reflects the investment’s fair value. A sustained downturn in the U.S. or global economy (or any particular segment thereof) or an adverse development in prevailing market trends could adversely affect the Funds’ profitability and creditworthiness, impede the ability of the portfolio companies to perform under or refinance their existing obligations, and impair the Funds’ ability to effectively consummate and exit their investment on favorable terms and may have an adverse impact on the availability of credit to businesses generally, including impairing the Funds’ ability to realize investments and originate or refinance credit or draw on existing financings and commitments (including commitments from Limited Partners), which in turn may
have an adverse impact on the business and operations of the Funds. Fluctuations in the global financial markets may reduce the availability of attractive investment opportunities and could affect the Funds’ ability to make investments and the value of the investments held by the Funds. In particular, the value of investments may be adversely affected by fluctuations in interest rates or by declines in the capital markets. Volatility in interest rates and the securities markets also increase the risks inherent in the Funds’ investments. Additionally, the Funds may be required to pay break-up, termination or other fees or expenses even if H&F is willing to close on an investment if it is ultimately unable to close on such investment due to a lender’s unwillingness to provide previously committed financing. In addition, a downturn in the performance of the public equity markets may limit the ability to exit portfolio company investments through initial public offerings, subsequent follow-on offerings, and/or block trades. Any of the foregoing events could result in substantial or total losses to the Funds in respect of certain investments, which losses will likely be exacerbated or accelerated by the presence of leverage in a portfolio company’s capital structure. Recent volatility in the global financial markets and political systems of certain countries may have adverse spill-over effects into the global financial markets generally and U.S. markets in particular. Moreover, a recession, slowdown, and/or sustained downturn in the global economies (or any particular segment thereof) or weakening of credit markets will adversely affect the Funds’ profitability, impede the ability of the portfolio companies to perform under or refinance their existing obligations, and impair the Funds’ ability to effectively exit investments on favorable terms. Any of the foregoing events could result in substantial or total losses to the Funds in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a particular portfolio company’s capital structure. Inflation. The U.S. and other developed economies have, in recent past, experienced higher-thannormal inflation rates, which could be sustained over an extended period of time, and may continue to have a significant effect on the U.S. or other economies. 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, particularly in emerging economies. For example, if a portfolio company is unable to increase its revenue in times of 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 arrangement. As inflation rises, a portfolio company may earn more revenue but may incur higher expenses. As inflation declines, a portfolio company may not be able to reduce expenses commensurate with any resulting reduction in revenue. Furthermore, wages and prices of inputs increase during periods of inflation, which can negatively impact returns on investments. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental efforts to curb inflation often have negative effects on the level of economic activity. There can be no assurance that inflation (including wide-spread inflation in the U.S. or other economies) will not become a serious problem in the future and have an adverse impact on the Funds and their portfolio companies, including a Fund’s returns and its ability to fulfill its investment objectives. Increased or Changing Laws or Regulatory Scrutiny; Tax Reform Risks. Government counterparties, regulators or agencies have the discretion to change or increase regulation of H&F, the Funds as well as a portfolio company’s operations, implement laws or regulations affecting the
same, or change their interpretation of such laws or regulations, separate from any contractual rights they may have. H&F, the Funds or a portfolio company also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on H&F, the Funds or such portfolio company. Governments have considerable discretion in implementing or interpreting regulations, including, for example, the possible imposition or increase of taxes on income earned by or from H&F, the Funds or a portfolio company or gains recognized by a Fund on its investment in such portfolio company, which could impact the performance of a Fund or such portfolio company’s business. Governments also have considerable discretion in imposing additional disclosure requirements, including disclosure of Limited Partner information, or other Fund or portfolio company information, or requiring increased approvals or restrictions required for certain Fund investments or portfolio company operations. The financial services industry generally, and the activities of private investment funds and their managers, in particular, have been subject to intense and increasing regulatory oversight. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) has resulted in extensive rulemaking and regulatory changes that will continue to affect private fund managers, the funds that they manage and the financial industry as a whole. Those changes include, among others, new recordkeeping and reporting requirements that have and will continue to add costs to the legal, operations, and compliance obligations of H&F and increase the amount of time that H&F professionals spend on non-investment related activities. The Dodd-Frank Act affects a broad range of market participants with whom the Funds interact or may interact, including banks, non-bank financial institutions, rating agencies, mortgage brokers, credit unions, insurance companies, payday lenders and broker-dealers. Legal, tax and regulatory changes could also occur during the term of a Fund that may adversely affect such Fund, its portfolio companies, or Limited Partners. In addition, from time to time the market for private equity transactions has been adversely affected by a decrease in the availability of senior and subordinated financing for transactions, in part in response to regulatory pressures on providers of financing to reduce or eliminate their exposure to such transactions. Regulatory changes that affect other market participants are also likely to change the way in which H&F conducts business with counterparties. It is difficult to anticipate the effect of these and other regulatory changes on H&F and the Funds. Tax law is subject to change, and various historic and current legislative proposals could affect the Funds and the Limited Partners. The current regulatory environment in the United States may be impacted by future legislative developments. The uncertainty of future legislation could adversely impact the Funds and their ability to achieve their investment objectives. Pay-to-Play Laws, Regulations and Policies. In light of controversies and highly publicized incidents involving money managers, a number of U.S. states and municipal pension plans, as well as many non-U.S. jurisdictions, have adopted so-called “pay-to-play” laws, regulations or policies which prohibit, restrict, or require disclosure of payments to (and/or certain contacts with) the applicable government officials by individuals and entities seeking to do business with government entities, including investments by public retirement funds. The SEC also has adopted rules that, among other things, prohibit an investment adviser from providing advisory services for compensation with respect to a governmental plan investor for two years after the adviser or certain
of its executives or employees make a contribution to certain elected officials or candidates. While H&F believes that it has robust policies and controls in place to promote compliance, any noncompliance (which need not be intentional) by a Fund’s General Partner, H&F or their respective affiliates with such pay-to-play laws, regulations or policies, whether or not such non-compliance was intentional could have an adverse effect on the Funds by, for example, providing the basis for the withdrawal of the affected governmental plan investor. Market Disruption. A Fund is subject to the risk that war, terrorism, climate change, social unrest and related and unrelated geopolitical and other new or novel market disrupting events as well as outbreaks of infectious disease, pandemics or any other serious public concerns (cumulatively, “Market Disruption Events”) may lead to increased short-term market volatility and have adverse long-term effects on world economies and markets generally, as well as adverse effects on issuers of securities and the value of a Fund’s investments. Market Disruption Events as well as other changes in world economic, social and political conditions are likely to adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of a Fund’s investments. At such times, a Fund’s exposure to a number of risks described elsewhere in this section can increase. H&F’s financial condition is likely to be adversely affected in the event of a significant general economic downturn and it may be subject to legal, regulatory, reputational and other unforeseen risks that are likely to have a material adverse effect on H&F’s business and operations and thereby are likely to impact a Fund. Moreover, a sustained downturn in the United States or global economy (or any particular segment thereof) or weakening of credit markets, as discussed in more detail above, would likely adversely affect a Fund’s profitability, impede the ability of a Fund’s portfolio companies to perform under or refinance their existing obligations, and impair a Fund’s ability to effectively exit its investments on favorable terms. Any of the foregoing events are likely to result in substantial or total losses to a Fund in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in a particular portfolio company’s capital structure. See the risks described at “Risks - General Economic and Market Conditions; Interdependence of Markets” above and “Risks – Force Majeure” and “Risks – Expropriation Risk” below. Force Majeure. Force majeure is the term generally used to refer to an event beyond the control of the party claiming that the event has occurred, including acts of God, fire, floods, weather, earthquakes, hurricanes, tornadoes, landslides, explosions, nationalization of industry, climate change, trade war, cybersecurity breaches, war, terrorism, labor strikes, outbreaks of infectious disease, pandemics or any other serious public health concerns. Force majeure events in any country in which a Fund targets investments could have a material adverse effect on the economy in such country or globally and/or the business operations of portfolio companies in which such Fund invests. Force majeure events may lead to increased short-term market volatility and have adverse long-term effects on world economies and markets generally, as well as adverse effects on issuers of securities and the value of such Fund’s investments. Force majeure events as well as other changes in world economic, social and political conditions are likely to adversely affect individual issuers or related groups of issuers, securities markets, interest rates, credit ratings, inflation, investor sentiment and other factors affecting the value of such Fund’s investments. Force majeure events may adversely affect a party’s ability (including a company or a counterparty to such Fund and including its portfolio companies) to perform its obligations, under a contract or
otherwise, until it is able to remedy the force majeure event. The cost to a portfolio company or a Fund of repairing or replacing assets damaged by a force majeure event could be substantial. Repeated or prolonged interruptions of contractual obligations resulting from a force majeure event may result in permanent loss of portfolio company customers, litigation or penalties from regulatory or contractual non-compliance. In some cases, transaction or other agreements may provide for termination of the agreement if the force majeure event is so catastrophic as to render it incapable of remedy within a reasonable, pre-agreed time period. Further, any early termination of agreements due to deterioration in economic conditions could negatively impact results of operations of portfolio companies. Certain force majeure events may be uninsurable, or insurable only at such high rates that to have such coverage would adversely affect profitability of the portfolio companies or a Fund. In particular it has become harder and more expensive to obtain coverage against losses incurred by terrorist attacks, and some insurers exclude losses caused by terrorist attacks from their all-risk policies altogether. Insurance proceeds from covered risks may be inadequate to completely or even partially cover resulting losses in revenues or increases in expenses. The occurrence of a significant loss for which such Fund or its portfolio companies are not insured, or where the cost of such loss significantly exceeds the insurance coverage, may adversely affect such Fund and cause it to lose both invested capital and returns from an investment. In addition, the cost to investments or such Fund of repairing or replacing damaged assets resulting from such force majeure event could be material. A portfolio company’s ability to deliver service as a result of prolonged service interruptions or other causes may result in permanent loss of customers, substantial and costly litigation, and/or penalties for regulatory or contractual non-compliance. In some cases, project agreements can be terminated if the force majeure event is so catastrophic as to render it incapable of remedy within a reasonable, pre-agreed time period. Additionally, a major governmental intervention into an industry in light of a force majeure event or otherwise, including the nationalization of an industry or the assertion of control over one or more portfolio companies or its assets (including government action in response to the global outbreak of the 2019 novel coronavirus (“COVID-19”, together with any other similarly infectious diseases, each a “Pandemic”)), could result in a loss to the Funds, if an investment or portfolio company is affected (including if an investment in such company or asset is canceled, unwound, or acquired and compensation provided by the relevant government may not be what the Fund considers to be adequate compensation). Such governmental intervention can lead to additional consequences from regulators in other jurisdictions that could similarly have a material adverse impact on the Fund. Any of the foregoing may therefore adversely affect the performance of the Funds and their portfolio companies. Risks Relating to China. Governmental policies in China and changes in those policies could adversely affect the value of any portfolio company with exposure to China, in particular portfolio companies that are dependent on Chinese manufacturing, have significant markets in China or are located in China. The economy in China differs from the U.S. economy in such respects as economic growth rate, monetary and fiscal policy, employment, inflation, savings and capital investment, natural resources and self-sufficiency, and international trade. China is a socialist state that has been and is expected to continue to be controlled by the Communist Party of China. The Chinese government continues to exercise substantial control over the economy through regulations and state ownership. Additionally, substantial uncertainties exist with respect to the
interpretation and application of Chinese laws and regulations relating to restricted industries. If the Chinese government desires to strengthen its supervisory ability for any reason over various industries, or businesses in general, including as a response to international or domestic political pressures or considerations, the government may have broad discretion in determining a violation of law or regulation has occurred and engage in numerous punitive measures, including to impose fines, confiscations and revocations of licenses which are essential for the continued operation of such business. The restrictions or controls imposed by the Chinese government may at times limit, delay and/or may increase the costs and expenses of manufacturing with respect to such portfolio companies or may impact the demand for their goods and services in China. Laws governing business organizations, taxation and mergers and acquisitions have been changing rapidly, and continued changes are unpredictable. Any such law, regulation, requirement for approval, restriction or control by the Chinese government could create obstacles to a Fund’s acquisition or realization of portfolio investments as well as otherwise adversely impact the operations of portfolio investments and the value of such investments. China’s relations with the world, particularly with the U.S. and other western nations, may have a significant impact on the Fund and its investments. China’s relationship with the U.S. has been under a degree of tension since the outbreak of COVID-19, and escalated by the imposition by both countries of various tariffs, export restrictions, heightened antagonism over treatment of foreign jurisdictions, and citations of security concerns as an impediment to investment into certain sectors. Any rising political tension, and any rising public sentiment against products associated with China or the U.S., could adversely impact investment and exit opportunities available to the Fund, as well as materially adversely impact its investments. Geopolitical Risks and Terrorist Activities. United States activities in the Middle East, Central Asia, and elsewhere outside the United States, and terrorist attacks of unprecedented scope have caused instability in the world financial markets and, in particular, have resulted in substantial continuing economic volatility and social unrest in various regions of the world. The continued threat of terrorism (including biological or chemical warfare or cyber sabotage or similar attacks) and the impact of military or other action have led to and will likely lead to increased volatility in prices for commodities and could affect the Funds’ financial results. Any terrorist attacks, including biological or chemical warfare, cyber sabotage or similar attacks, that occur at or near significant strategic assets of the Funds’ investments having a national or regional profile, or in the case of live events, cause softened demand for attendance at such events (for example, whether in anticipation of, and/or in response to, a terrorist attack), would likely cause significant harm to employees, property and, potentially, the surrounding community, and may result in losses far in excess of available insurance coverage. As a result of global events similar to those described above and continued terrorism concerns, insurers significantly reduced the amount of insurance coverage available for liability to persons other than employees for claims resulting from acts of terrorism, war or similar events and the Funds may not be able to obtain insurance coverage and other endorsements at commercially reasonable prices or at all. Recourse to the Funds’ service providers and other counterparties in the event of losses may be limited, and such losses may be borne by the Funds.
Russian Invasion of Ukraine. On February 21, 2022, Russian President Vladimir Putin ordered the Russian military to invade two regions in eastern Ukraine (the Donetsk People’s Republic and Luhansk People’s Republic regions) and shortly thereafter commenced a full-scale invasion of Russia’s pre-positioned forces into Ukraine. This has led various countries (including the United States) to issue sanctions against Russia and against certain foreign individuals and national leaders who have supported Russia’s invasion of Ukraine. Further sanctions may be forthcoming. Russia’s invasion of Ukraine, related cyberattacks, the displacement of persons both within Ukraine and to neighboring countries and the increasing international sanctions could have a negative impact on various economies and business activity globally (including in the countries in which the Funds invest), and therefore could adversely affect the performance of the Funds’ investments. Furthermore, given the ongoing and evolving nature of the conflict and its ongoing escalation, it is difficult to predict the conflict’s ultimate impact on global economic and market conditions, and, as a result, the situation presents material uncertainty and risk with respect to the Funds and the performance of their investments or operations, and the ability of the Funds to achieve their investment objectives. Israel-Hamas War. On October 7, 2023, the Hamas militant group breached the fences separating Israel and Gaza and carried out a violent terrorist attack. The foregoing attack sparked an armed conflict, which is currently ongoing, between Hamas and other Palestinian militant groups and Israel, known as the 2023 Israel-Hamas war. Although since the establishment of the State of Israel a state of hostility has existed in varying degrees of intensity between various Arab countries and Israel, the current conflict between Israel and Hamas has escalated to a heightened level not seen in recent years and may escalate further. Additionally, while Israel has entered into peace agreements with both Egypt and Jordan, and several other Middle Eastern and North African countries have normalized relations with Israel, the 2023 Israel-Hamas war has created tremendous unrest and uncertainty in the region, which may threaten any such peace agreements. A further expansion of the hostilities between Israel and Palestine could have significant international ramifications. In addition, there have been increasing numbers of clashes between Israel and Hezbollah on Israel’s northern border with Lebanon, in the West Bank, and to a limited extent within Iran and Lebanon, and the escalating conflict may continue to expand into a greater regional conflict or otherwise adversely impact or draw in other regions or countries. Escalation of these conflicts and the Israel-Hamas war more generally could potentially have a significant adverse impact and result in significant losses to the Funds, including those described above in “Russian Invasion of Ukraine”. The ultimate impact of the Israel-Hamas war (including the uncertainty of any ceasefire) and its effect on global economic and commercial activity and conditions as well as on the operations, financial condition and performance of the Funds or any particular industry, business or investee country and the duration and severity of those effects is impossible to predict. Conflict Involving Iran. On February 28, 2026, the United States and Israel commenced a joint military assault on Iran, following years of escalating tensions. The conflict has rapidly expanded, with retaliatory Iranian strikes, several other nations deploying military assets to the region and significant disruptions to global energy markets, trade routes and supply chains. The United States and other countries have imposed extensive economic sanctions targeting Iran and further sanctions or other restrictive measures may be forthcoming. The ongoing conflict and the potential for further expansion into a broader regional or international conflict could have a significant negative impact on various economies and business activity globally (including in the countries in
which the Funds invest). For example, the conflict may result in, among other things, increased energy and input costs, supply chain disruptions, reduced consumer and business spending, tightening of credit markets, rising interest rates, inflationary pressures, increased volatility in the capital markets and a general deterioration of macroeconomic conditions. Additionally, the conflict may limit the ability of the Funds to source, execute or exit investments on favorable terms, as heightened uncertainty and market volatility may reduce deal flow, depress exit valuations and restrict the availability and increase the cost of debt financing. The conflict may also give rise to increased regulatory and sanctions compliance obligations, which could constrain the Funds’ investment activities and impose additional operational costs. Given the highly fluid and unpredictable nature of the conflict and its ongoing escalation, the ultimate scope, duration and effects on global economic and market conditions are impossible to forecast. As a result, the situation presents material uncertainty and risk with respect to the Funds and the performance of their investments or operations as well as the ability of the Funds to achieve their investment objectives. United States-Venezuela Relations. In January 2026, the U.S. undertook military and lawenforcement actions in Venezuela in connection with criminal proceedings against senior Venezuelan officials, including Venezuelan President Nicolás Maduro, and publicly indicated its intent to support a political transition. The resulting geopolitical uncertainty, including the risk of further conflict, civil unrest, sanctions changes and disruption to regional energy and capital markets, may increase volatility in global financial markets and adversely affect economic conditions relevant to the Funds’ investments. Pandemic Outbreak Risks. Pandemics have meaningfully disrupted the global economy and markets. The global impact of Pandemics at different points of time have, and may continue to have, ongoing material adverse effects across many, if not all, aspects of the regional, national and global economy. H&F, the Funds or the portfolio companies cannot make any prediction of specific scenarios with respect to Pandemics and their aftermath, and risk management and contingency plans that H&F, the Funds or the portfolio companies have implemented may not adequately protect their respective businesses from such events. H&F, the Funds or their portfolio companies may outsource certain critical business activities to third parties. As a result, H&F, the Funds or their portfolio companies may rely upon the successful implementation and execution of the business continuity planning of such entities. Successful implementation and execution of business continuity strategies by these third parties are largely outside the control of H&F, the Funds or their portfolio companies. If one or more of the third parties to whom H&F, or the Funds or their portfolio companies outsource certain critical business activities experience operational failures as a result of the impacts from the spread of a Pandemic, or claim that they cannot perform due to a force majeure, it could cause a material adverse effect on the business, financial condition, results of operations and cash flows of H&F and the Funds. Sustainability-Related Factors. Material sustainability-related factors are among the many factors H&F considers in its investment selection, portfolio management and monitoring and reporting processes as part of its goal of maximizing financial returns on investments. Consistent with the foregoing, the Funds do not make decisions based on non-pecuniary or non-financial
factors or otherwise pursue a sustainability-related or impact-based investment strategy or limit their investments to those that meet specific sustainability-related criteria or standards. However, taking material sustainability-related factors into account may result in the exclusion of certain target companies based on H&F’s view of material financially relevant sustainability-related risks. H&F’s approach to integration of material sustainability-related factors, risk mitigation approaches and potential material sustainability-related value creation opportunities may not align with a Limited Partner’s particular sustainability policy goals, values, beliefs or assessments. H&F’s consideration of material sustainability-related factors at the investment stage and during its ownership will differ by investment due to, among other things, H&F’s assessment of financial relevance, relevant sustainability-related regulations, access to accurate and complete information by H&F and its third-party service providers, H&F’s governance position and level of influence and the characteristics of the underlying business. Furthermore, H&F’s Sustainability Policy only applies to investments to the extent it is determined by H&F to be financially practicable or appropriate. Accordingly, H&F may not consider, identify or address potentially material sustainability-related risks and value creation opportunities in relation to every investment. Integrating material sustainability-related factors into investment decisions, risk mitigation and ongoing value creation is often qualitative and/or subjective by nature. H&F may not accurately assess the materiality of a particular sustainability-related factor, including both its risk and the potential for value creation. In addition, H&F’s assessment may differ from that of a Limited Partner or other person. To the extent H&F does take a material sustainability-related factor into account in investment decisions, risk mitigation and/or ongoing value creation efforts, there is no guarantee that doing so will enhance financial returns or create the desired results. Sustainability-related risk mitigation activities and/or value creation initiatives may be adversely impacted due to, among other things, unsuccessful management or execution by portfolio company personnel, attendant costs, diversion of investee management and/or resources from other activities and uses, inaccurate or incomplete information, differing views by the market of the value of such activities or initiatives, H&F’s investment time horizon and/or changing circumstances. Furthermore, H&F’s and the markets assessment of sustainability-related factors and how to manage those risks and capitalize on value creation opportunities may change over time. Sustainability-related practices, principles, frameworks and methodologies continue to evolve. Stakeholder expectations also continue to evolve (including so-called “anti-ESG” (environmental, social and governance) sentiment). Certain members of the U.S. Federal Government, including agencies and members of Congress, and a number of U.S. States have proposed, taken, adopted or enacted (as applicable) “anti-ESG” policies, legislation, initiatives and/or legal interpretations. Additionally, asset managers, operating companies and others have been subject to scrutiny, including legal action, related to sustainability-related practices. Conversely, some “pro-ESG” investors have specific sustainability and responsible investment expectations of the funds in which they invest and their portfolio companies, as well as of their asset managers more generally. Such policies, legislation, initiatives, legal actions, legal interpretations, scrutiny and expectations could result in H&F, its Funds and/or their portfolio companies facing additional, different or conflicting compliance obligations, becoming the subject of investigations or enforcement actions
or sustaining reputational harm, or require certain investors to divest from or discourage certain investors from investing in the Funds. In addition, sustainability-related regulation and other requirements continue to evolve in jurisdictions around the world. In some cases, these regulations and requirements are increasing, while in other cases they are decreasing. These changes could result in additional cost and/or uncertainty for the Funds or their portfolio companies and in some cases regulations and requirements may conflict with each other. As a result of the factors discussed in this paragraph and other factors, H&F’s approach to integration and assessment of sustainability-related factors is expected to vary and evolve over time. As H&F’s approach evolves, its sustainability policies and practices may not align with these changing considerations, expectations and requirements. In addition, certain portfolio companies in which the Funds invest may be subject to the EU’s Corporate Sustainability Reporting Directive and/or the Corporate Sustainability Due Diligence Directive, each of which imposes sustainability reporting and/or due diligence obligations. In December 2025, the European Parliament and Council reached a provisional agreement to significantly reduce the scope and reporting burden of both directives. The evolving scope and requirements of these directives may create compliance uncertainty, additional costs, and operational burdens for affected portfolio companies, which could adversely affect the value of the Funds’ investments. The European Union’s Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector (as amended from time to time, the “SFDR”) and Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment (as amended from time to time, the “Taxonomy Regulation”) set out certain sustainability-related disclosure requirements for alternative investment fund managers undertaking fund management activities or marketing fund interests to investors within the European Economic Area (“EEA”). The SFDR and Taxonomy Regulation, along with other sustainability-related requirements that may, in the future, be imposed by other jurisdictions in which H&F does business and/or in which a Fund is marketed, may result in additional compliance costs, disclosure obligations or other implications or restrictions on a Fund or for H&F. Additionally, H&F may be required to classify itself or a Fund, or may be automatically classified by a regulator, against certain sustainability criteria, some of which can be open to subjective interpretation. H&F’s and the market’s view on the appropriate classification may alter over time, including in response to changes in the underlying legislation, new statutory or regulatory guidance or changes in industry approach to classification. A change to the relevant classification may require further actions to be taken. For example, it may require further disclosures by H&F or a Fund or it may require new processes to be set up to capture data about a Fund or its investments, which may lead to additional cost to be borne by a Fund. Additionally, the classification of a Fund into a certain sustainability category may make it more difficult for a Fund to raise its targeted amount of capital commitments as such classification may not reflect the beliefs or values of a particular Limited Partner in the manner of which another classification otherwise would. Both legal and market practices in relation to the SFDR are expected to develop further over time given proposed changes to the underlying legislation, as well as anticipated new regulatory guidance and changes in industry approach to disclosure and classification, which could result in
additional compliance and reporting obligations for a Fund. Ultimately, the legal requirements and compliance burden to which H&F may be subject in relation to sustainability could differ materially from the current legal requirements. This may result in additional costs being incurred by a Fund which could materially affect the total returns from a Fund to Limited Partners. H&F makes this disclosure based on law, regulation, guidance and market practice (to the extent it can be discerned) as at the relevant time of this brochure. Any subsequent changes or clarifications to law, regulatory guidance, or market practice may result in changes to the way such measures apply to a Fund. In this regard, H&F notes that the European Commission published its proposals to amend the existing SFDR regime (the “SFDR 2.0”), which includes, amongst other proposals, three new categories of funds (Transition, ESG Basics and Sustainability). While H&F reserves the right to do so, it cannot guarantee that it will, or will be in a position to, amend or change its investment process, or take other steps, in response to new developments set out in the final SFDR 2.0 rules (including adopting one of the new categories). To the extent the SFDR or any formal or informal guidance on its interpretation changes or market practice evolves unless required by law, H&F does not give any assurances that it will modify its investment programme or sustainability policies, procedures and/or practices to recalibrate to any more onerous requirements or expectations, whether under the SFDR, formal or informal guidance on its interpretation, market practice or otherwise. Litigation. In connection with ordinary course investing activities, H&F, the Funds and their respective affiliates, directors, officers, and employees as well as the portfolio companies have from time to time become involved in litigation, including as a party or non-party or in connection with governmental and/or regulatory inquiries, investigations and/or proceedings, either as a plaintiff or a defendant. There can be no assurance that any such litigation, once begun, will be resolved in favor of H&F, such Fund, such affiliate or such portfolio company (as applicable). Any such litigation could be prolonged and expensive. In addition, it is by no means unusual for participants in reorganizations, take-privates, or other transactions to use the threat of, as well as actual, litigation as a negotiating technique. To the extent a Fund invests in public companies and/or H&F Personnel have a board seat in connection with a public company, the risk of litigation may be enhanced and thus the litigation costs borne by such Fund are likely to be greater than if the Fund did not invest in any public companies. The expense of defending against claims by third parties and paying any amounts pursuant to settlements or judgments generally would be borne by the Funds or the applicable portfolio company and would reduce net assets or could require Limited Partners to return to the Funds distributed capital and earnings. H&F may receive subpoenas for documents and testimony in connection with litigations where a Fund is not a party but such litigation pertains to a portfolio company or a company that was diligenced as a potential investment of a Fund. Costs in responding to these subpoenas for documents and/or testimony can be substantial and are also expected to be borne by a Fund, in addition to any costs relating to any settlement or adverse finding. In addition, past or current H&F or portfolio company personnel may disagree with H&F and/or its management from time to time over terms related to separation or other issues. If not resolved, such disputes could lead to litigation or arbitration, which could be costly, distracting, and/or time consuming for H&F management. Assumption of Contingent Liabilities. In connection with an investment, a Fund may from time to time assume, or acquire a portfolio company subject to, contingent liabilities. These liabilities
may be material and may include liabilities associated with taxes, pending litigation, regulatory investigations, environmental actions or payment of indebtedness among other things. To the extent these liabilities are realized, they may materially adversely affect the value of a portfolio company. In addition, if a Fund has assumed or guaranteed these liabilities, the obligation would be payable from the assets of such Fund, including the remaining commitments of Limited Partners. Contingent Liabilities Upon Disposition. In connection with the disposition of an investment, the Funds, from time to time, are required to make representations about the business, financial affairs and other aspects (such as property, environmental matters, intellectual property, regulatory matters, tax, insurance, and litigation) of the portfolio company typical of those made in connection with the sale of any business and may be responsible for the content of disclosure documents under applicable securities laws. Buyers of Fund assets may sue a Fund under various theories, including breach of contract and tort, for losses they suffer, including resulting from problems not uncovered in due diligence. The Funds may also be required to indemnify the purchasers of such investment or underwriters to the extent that any such representations or disclosure documents turn out to be inaccurate or continue to be liable for tax obligations for pre-closing periods. These arrangements may result in contingent liabilities, which shall be borne by the Funds and Partners may be required to return amounts distributed to them to pay for the Funds’ obligations, subject to certain limitations set forth in the Governing Documents. Counterparty Risk; Custodians, Broker-Dealers, Banking Institutions and Financing Sources. The Funds are exposed to the risk that third parties that owe the Funds or the portfolio companies services, money, securities or other assets will not perform their obligations. These parties include trading counterparties, clearing agents, exchanges, clearing houses, custodians, prime brokers, broker dealers, administrators, banking institutions, financing sources and other financial intermediaries. These parties may default on their obligations to the Funds or the portfolio companies, due to bankruptcy, lack of liquidity, operational failure, or other reasons. This risk may arise, for example, from entering into revolving credit lines or swap or other derivative contracts or credit facilities under which counterparties have long-term obligations to make payments to the Funds or the portfolio companies, or executing securities, futures, currency or commodity trades that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, exchanges, clearing houses, broker dealers or other financial intermediaries. Also, any practice of re-hypothecation of securities of the Funds or the investments held by counterparties could result in the loss of such securities upon the bankruptcy, insolvency, or failure of such counterparties. The Funds may depend on the services of custodians, administrators and other agents to carry out certain securities transactions and administrative services for the Funds. The terms of the Funds’ contracts with third parties surrounding securities transactions may be customized and complex and may occur in markets or relate to products that are not subject to regulatory oversight. Furthermore, the distress, impairment or failure of one or more banking institutions with whom the Funds, their portfolio companies and/or H&F transact may inhibit the ability of the Funds or their portfolio companies to access depository accounts or lines of credit at all or in a timely manner. In such cases, the Funds may be forced to delay or forgo investments or to call capital when it is not desirable to do so, resulting in lower performance for the Funds. In the event of
such a failure of a banking institution where the Funds or one or more of their portfolio companies holds depository accounts access to such accounts could be restricted and U.S. Federal Deposit Insurance Corporation (“FDIC”) protection may not be available for balances in excess of amounts insured by the FDIC, which insured amounts are very limited, (and similar considerations may apply to banking institutions in other jurisdictions not subject to FDIC protection). In such instances, the Funds and their affected portfolio companies may not recover such excess, uninsured amounts and instead, would only have an unsecured claim against the banking institution and participate pro rata with other unsecured creditors in the residual value of the banking institution’s assets. Further, there is no guarantee that there will be any intervention by government regulators in such instances and, notwithstanding any such intervention, there is no guarantee that uninsured depositors of such banking institution will be made whole or, even if made whole, the timing in which deposits will be available for withdrawal. The loss of amounts maintained with a custodian or the inability to access such amounts for a period of time, even if ultimately recovered, could be materially adverse to a Fund or its portfolio companies and there could be no guarantee on the timing in which deposits will be available, if at all, for withdrawal. One or more Limited Partners or the General Partner of the applicable Fund could also be similarly affected and unable to fund capital calls, further delaying or deferring new investments. In addition, H&F may not be able to identify all potential solvency or stress concerns with respect to a banking institution or to transfer assets of the Funds from one bank to another in a timely manner in the event a banking institution comes under stress or fails. In addition to the foregoing, the Funds and/or one of their portfolio companies may hold depository accounts with banks that are established in countries other than the United States. The extent to which any such depository account is insured in the event of a failure of the bank with whom the account is held will depend on the local law and regulation of the relevant country in which the bank is established. If depositor-protection rules apply under the laws and regulations of the relevant country, such protection will still not be available for balances in excess of amounts insured. Accordingly, the risks outlined above in relation to FDIC protection being insufficient and the potential for the Funds and/or the portfolio companies to suffer a loss will also apply in a similar manner to depository accounts held outside of the United States. Furthermore, if the Funds use a broker-dealer as a custodian (or prime broker), the bankruptcy of such custodian might have a greater adverse effect on the Funds than would be the case if the Funds had used a bank as a custodian. This is because, subject to certain limitations, a broker generally has the ability to loan, pledge and rehypothecate the securities in its customers’ accounts, as is typical market practice, and therefore may have insufficient assets to meet all of its obligations to “customers” in the event of insolvency of the broker-dealer. Even if a custodian has sufficient assets to meet all “customer” claims, there may be a substantial delay in proceedings against a custodian and the assets of the Funds could become substantially impaired during such proceedings. In addition, any of the Funds’ cash held with a prime broker, custodian, or counterparty may not be segregated from the prime broker’s, custodian’s or counterparty’s own cash, and the Funds therefore may rank as unsecured creditors in relation thereto. The inability to recover the Funds’ assets could have a material impact on H&F or on the performance of the Funds. The consolidation and elimination of counterparties resulting from the disruption in the financial markets has generally increased the concentration of counterparty risk and has decreased the number of potential counterparties.
See the risks described at “Hedging Risks; Derivatives” above for additional information on counterparty risks that arise in the context of the entry by a Fund into derivative and hedging transactions. Digital Assets. Without the consent of the Advisory Board, the Funds will not make an investment in digital assets for speculative purposes. Certain Funds may invest in a Digital Asset-related Investment (as defined below), or in a person or entity that holds digital assets or uses digital assets as a currency in which business is transacted or that utilize blockchain technology to further part of their operations, which investments may represent a speculative investment and involve a high degree of risk. “Digital Assets-related Investments” means companies that develop, operate or maintain infrastructures for digital asset networks or that operate in or around the digital asset networks or in investment vehicles that invest in such digital assets or companies or that act as an investment adviser, investment manager or in a similar capacity to investment vehicles or clients that make such investments. As relatively new products and technologies, digital assets have not been widely adopted as a means of payment for goods and services by major retail and commercial outlets. Conversely, a significant portion of the demand for digital assets and Digital Asset-related Investments is generated by speculators and investors seeking to profit from the short or long-term holding of digital assets. Many Digital Assets and Digital Asset-related Investments will derive their speculative value from the perceived usefulness of the blockchain networks they are attached to. The relative lack of acceptance of digital assets beyond their own blockchain network in the retail and commercial marketplace limits the ability of end-users to pay for other goods and services with digital assets. A lack of expansion by digital assets- or use of their underlying blockchain networks into retail and commercial markets, or a contraction of such use, may result in increased volatility for both digital assets and Digital Asset-related Investments. It may be illegal, now or in the future, to own, hold, sell or use digital assets in one or more countries, including the United States. Although currently some uses of digital assets, and the operation of the underlying blockchain networks may not be regulated or may be lightly regulated in most countries, including the United States, one or more countries may take further regulatory action in the future to severely restrict the right to acquire, own, hold, sell or use digital assets or to exchange digital Assets for fiat currency, which could in turn negatively affect or restrict use of Digital Asset-related Investments as well. The SEC, CFTC, certain state regulators and other U.S. and non-U.S. government or quasigovernmental agencies have asserted authority over digital assets. Those entities and other U.S. and non-U.S. government or quasi-governmental agencies have recently and may, in the future, adopt laws, regulations, directives or other guidance that affect digital assets. The effect of any future U.S. federal or state or non-U.S. legal or regulatory changes is impossible to predict, but such change could be substantial and adverse to the value of the Fund’s investments that may directly or indirectly rely on digital assets as described above. Furthermore, the taxation of digital assets is uncertain and/or continuously evolving in the United States and many other jurisdictions. Taxation in Certain Jurisdictions. Each Fund, its portfolio companies and/or its Partners from time to time become subject to income or other tax in jurisdictions in which such Fund’s portfolio companies operate. Additionally, withholding taxes or branch taxes from time to time are imposed on earnings of the Funds or their portfolio companies with respect to such jurisdictions. Local tax
incurred in a jurisdiction by the Funds, legal entities through which they invest or the portfolio companies may not entitle Partners to (i) a credit against tax that may be owed in their respective home tax jurisdictions, (ii) a deduction against income taxable in such home jurisdictions by the Partners or (iii) benefits of tax treaties that may otherwise be available to such Partner. Where payments are remitted to applicable taxing jurisdictions due to withholding taxes applicable to the Funds or the Partners, for purposes of calculating Partner returns, the General Partner of such Fund will deem such payments withheld to have been distributed to the applicable Fund’s Partners. Asset Valuations. There is no actively traded market for many of the securities owned by the Funds. The Funds retain a nationally recognized valuation firm to assist with certain valuations. H&F and the Funds apply methodologies based on best practices in the valuation industry that are appropriate in light of the nature, facts and circumstances of each of the investments. Valuations are subject to review and approval and all investments are valued in accordance with the procedures set forth in H&F’s Valuation Policy. However, the process of valuing securities for which reliable market quotations are not available, even if performed by a qualified third party, is based on assumptions and inherent uncertainties. The resulting values may differ from values that would have been determined had an active market existed for such securities and may materially differ from the prices at which such securities are ultimately sold. Further, third-party pricing information for publicly traded or registered securities may at times not be available regarding certain of a Fund’s assets. Valuations of investments will be determined primarily by a Fund’s General Partner as described above, subject to review by such Fund’s or Fund Family’s Advisory Board, as applicable and to the extent required by the applicable Governing Documents, and generally will be final and conclusive. There can be no assurance that the projected results will be obtained, and actual results may vary significantly from the valuations. General economic, political, regulatory and market conditions and the actual operations of the applicable portfolio companies, which are not predictable, can have a material impact on the accuracy of such valuations. With respect to the Funds, the exercise of discretion in valuation by H&F gives rise to conflicts of interest. Valuations impact H&F’s track record and valuations may be taken into account in the calculation of management fees (such as where an investment has had a permanent write-down for purposes of calculating management fees), and valuations affect the amount and timing of carried interest (e.g., the unrealized gain or loss for an investment will affect the timing and amount of the carried interest distributions received by H&F professionals with respect to other investments in the applicable Fund). For these reasons, the General Partner will have an incentive to determine valuations that are higher or lower than the actual fair value of investments, depending on the context surrounding such valuation. Effect of Carried Interest. The ultimate beneficial owners of the General Partners are generally subject to United States federal and local income tax (unlike certain of the Limited Partners). A General Partner may be incentivized to operate a Fund, including to hold and/or sell investments, in a manner that takes into account the tax treatment of carried interest (or other proceeds distributable to such General Partner). In addition, under current law, capital gains in respect of a General Partner’s right to carried interest will be subject to a three year “holding period” in order to be classified as “long term capital gains,” while the corresponding holding period requirement with respect to capital gains that Limited Partners are allocated is one year to be classified as long term capital gain. This carried interest holding period requirement could affect investment decisions, including the timing and structure of dispositions and other realization events, and it
could adversely impact returns for Limited Partners. For example, the holding period requirement may incentivize the General Partner to cause a Fund to hold an investment for longer than three years in order for the General Partner to obtain a preferential tax rate on carried interest, even if there are attractive realization opportunities prior to that time. Further, there are currently administrative and legislative proposals to further change the tax treatment of “carried interest” in ways that may be adverse to partners in the General Partner. In addressing these adverse consequences, the interests of the General Partner and H&F, on the one hand, may diverge from the interests of the Limited Partners on the other hand. Investments in Regulated Industries or Companies. The Funds from time to time make investments in portfolio companies operating in industries that are subject to greater amounts of regulation than other industries generally. These more highly regulated industries include healthcare, financial services and insurance. Investments in portfolio companies that are subject to greater amounts of governmental regulation pose additional risks relative to investments in other companies generally, including, but not limited to, risks relating to approval of a change in ownership and the acquisition and maintenance of applicable licenses. Changes in applicable laws, rules, policies, or regulations or in the interpretations of these laws, rules, policies and regulations, could result in increased compliance costs or the need for additional capital expenditures and/or regulatory capital requirements. If a portfolio company or one of its service providers fails to comply with these requirements, it could also be subject to civil or criminal liability and the imposition of fines. This risk is heightened in circumstances where functions have been outsourced to service providers and H&F has reduced control over the outsource functions. A portfolio company also could be materially and adversely affected as a result of statutory or regulatory changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent requirements on such company or its service providers. Governments have considerable discretion in implementing regulations that could impact a portfolio company’s business and governments may be influenced by political considerations and may make decisions that adversely affect a portfolio company’s business. Additionally, problems in regulated industries may bring scrutiny and attention to a Fund itself, which could adversely affect a Fund’s ability to implement its investment objectives. Any new legislation or regulation governing a regulated industry may impact a Fund’s ability to buy and sell or execute add-on acquisitions in such regulated industry. Distressed Debt; Stressed or Distressed Companies; Companies Subsequently Subject to Bankruptcy. The Funds may invest from time to time in distressed debt securities and instruments, as well as in companies undergoing debt restructurings or recapitalizations and/or are otherwise stressed or distressed, each of which involve a high degree of business and financial risk. Such companies may require substantial additional capital to support current operations, to support expansion, or to achieve or maintain a competitive position and may produce substantial variations in operating results from period to period or may operate at a loss. Such companies also may face intense competition, including competition from companies with greater financial resources, more extensive development, better marketing and service capabilities and a larger number of qualified management and technical personnel. Distressed companies may have further instability to service their debt obligations during economic downturns or period of rising interest rates, may not have access to more traditional methods of financing and may be unable to repay debt by refinancing. Such risks may adversely affect the performance of such investments and
result in substantial losses to such Fund. In addition, as a result of such risks, the Fund may not be able to divest itself of such investment in a timely fashion or at all. Investments in companies operating in workout or bankruptcy also present additional legal risks, including fraudulent conveyance, voidable preference and equitable subordination risks. In addition, a Fund is permitted to from time to time make investments in portfolio companies that are experiencing or are expected to experience financial difficulties. These financial difficulties may never be overcome and may cause such portfolio companies to become subject to bankruptcy proceedings. The return on investment sought or targeted by a Fund in any investment in a restructuring may depend upon the restructuring progressing in a particular manner or resulting in a particular outcome (including regarding the conversion or repayment of a Fund’s investment). Portfolio companies experiencing financial distress may have the need for substantial additional capital to support continued operations or to improve their financial condition and may have very high amounts of leverage. Such investments could, in certain circumstances, subject such Funds to certain additional potential liabilities that may exceed the value of such Fund’s original investments therein. For example, under certain circumstances, if a Fund is also a lender to a portfolio company and is deemed to have inappropriately exercised control over the management and policies of a debtor to obtain an inequitable benefit, it may have its claims subordinated or disallowed or it may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments to a Fund and distribution by such Fund to its Partners may be reclaimed if any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by local statutes relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the bankruptcy court’s discretionary power to disallow, subordinate or disenfranchise particular claims. Even if a restructuring were successfully accomplished, a risk exists that, upon maturity of the applicable loan, replacement “takeout” financing will not be available. It is possible that the applicable General Partner may find it necessary or desirable to foreclose on collateral securing one or more loans purchased by such Fund. The value of distressed debt securities and instruments tends to be more volatile and may have an increased price sensitivity to changing interest rates and adverse economic and business developments than other securities and instruments. Distressed debt securities and instruments are often more sensitive to company-specific developments and changes in economic conditions than other securities and instruments. Furthermore, distressed debt securities and instruments are often unsecured and may be subordinated to senior debt. Investments in Less-Established Companies. While not its primary strategy, H&F has in the past invested in and expects to invest in less-established or growth-oriented companies that have inherently greater risk than more established companies. Such companies may include familyowned companies. To the extent there is any public market for the securities held by the Funds, such securities generally are subject to more abrupt and erratic market price movements than those of larger, more established companies. Less-established or growth-oriented companies tend to have lower capitalizations and fewer resources, often do not have securities that trade publicly or easy access to the capital markets or other traditional funding sources, and therefore, often are more vulnerable to macroeconomic effects, industry downturns, and financial failure. Interests in such companies are often also subject to transfer limitations and other restrictions. To the extent
there is any market for the securities or instruments of less-established or growth-oriented companies held by the Funds, such securities or instruments may be subject to more abrupt and erratic market price movements than those of larger, more-established companies. Oftentimes, such companies also have shorter operating histories on which to judge future performance and in many cases, if operating, will have negative cash flow. Certain less-established or growth-oriented companies may not have significant or any operating revenues, and investments in any such company should be considered highly speculative and may result in the loss of the Funds’ entire investment therein. In addition, less mature companies could be deemed to be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which the Funds invest, the Funds may suffer a partial or total loss of capital invested in that company. Less-established or growth-oriented companies may also be more susceptible to macroeconomic effects and industry downturns, including those resulting from acts of terrorism and war. The foregoing factors often increase the difficulty of valuing such investments. There can be no assurance that any such losses will be offset by gains (if any) realized on the Funds’ other investments. Investments in the Technology Sector. The Funds have invested in portfolio companies that operate in the technology sector. In some cases, investments in the technology sector involve risks greater than those in other sectors and may experience significant fluctuations in returns. The technology sector is challenged by various factors, including rapidly changing market conditions and participants, new competing products and services, improvements in existing products and services, and evolving global trade and other regulations and restrictions. Some of the portfolio companies compete in this volatile environment. There is no assurance that products or services sold by such portfolio companies will not be rendered obsolete or adversely affected by competing products and services or other challenges, including from the global macro-environment, increased regulatory focus, and/or other changes of law, rule or regulation related to companies doing business in the technology sector. Instability, fluctuation or an overall decline within the technology sector may not be balanced by investments in other sectors not so affected. In the event that the technology sector declines, returns to Limited Partners may decrease. Investments in the Consumer Retail and Services Sector. The financial and credit markets and consumer sentiment have and will experience significant volatility, which may have an adverse effect on consumer spending patterns and in turn the business, financial condition and results of operations of portfolio companies. Consumer spending patterns are changing, difficult to predict and are sensitive to the general economic climate, the consumer’s level of disposable income, consumer debt, and overall consumer confidence. Additionally, the growth of e-commerce markets has and will likely continue to disrupt traditional retail and consumer channels, which could impact a Fund’s portfolio companies. In the past, the 2008-2009 global financial crisis and the COVID-19 pandemic negatively impacted the consumer sector in a number of ways. Included among these current and potential future negative impacts are reduced demand and lower prices for products and services. Further, a portfolio company in the consumer sector must develop and maintain its brand to expand its customer base and its revenues. If a portfolio company fails to advertise and market its products effectively, it may not succeed in establishing its brands and may lose customers, leading to a reduction of revenues. Branding may include operating a website directly, but a portfolio company
may also rely on third-party websites, search engines, and affiliates with which such portfolio company has strategic relationships for traffic. If such third parties do not attract a significant number of visitors, such portfolio company may not receive a significant number of online customers from these relationships and its revenues from these relationships may decrease or remain flat. There is generally strong competition to establish and/or maintain relationships with leading internet companies, and a portfolio company may not successfully enter into such relationships or renew existing ones. A portfolio company may also be required to pay significant fees to maintain and expand existing relationships. A portfolio company’s online revenues may suffer if such portfolio company does not enter into new relationships or maintain existing relationships or if these relationships do not result in traffic sufficient to justify their costs. Investments in Healthcare-related Companies. Healthcare-related companies are generally subject to greater governmental regulation than other companies at both the state and federal levels. Changes in governmental policies may have a material effect on the demand for, or costs of, certain products and services. For example, a healthcare-related company must receive government approval before introducing new drugs, medical devices, other products or procedures. This process often delays the introduction of these products and services to the marketplace, resulting in increased development costs, delayed cost-recovery and loss of competitive advantage to the extent that rival companies have developed competing products or procedures, adversely affecting the company’s revenues and profitability. H&F anticipates the Trump Administration and Congress to seek substantial changes to certain business practices in the healthcare sector and the healthcare industry as a whole. Existing or future laws, rules, executive orders, regulatory interpretations or judgments could force a change to how healthcare-related portfolio companies of the Funds conduct their business, affect the products and services they offer and where they offer them, restrict revenue growth, increase their costs, including without limitation medical, operating, equipment, supplies, technology and administrative costs, and require enhancements to their compliance infrastructure. There can be no assurance that such changes, including changes to existing laws and regulations, will not have a material negative impact on a Fund’s investment performance. The healthcare industry is likely to continue to change as the public, the government, third party payors, medical practitioners and the pharmaceutical and biopharmaceutical industries focus on ways to expand medical coverage while controlling the growth in healthcare costs. In the U.S., comprehensive legislative and regulatory changes have been enacted and others may be proposed from time to time at either the federal or state levels. These enactments and proposals could reduce the prices charged for pharmaceutical and biopharmaceutical products. In addition, the growth of large managed care organizations and pharmacy benefit managers, the prevalence of generic substitution, and the Inflation Reduction Act’s Medicare Drug Price Negotiation Program has resulted in increased scrutiny on price increases for prescription drugs. These conditions may have a material adverse effect on a Fund. In Europe, following authorization under a centralized authorization procedure by the European Medicines Agency, and a legally binding decision by the European Commission to permit a product’s marketing in EU member states and European Economic Area countries, the pricing and reimbursement of a new pharmaceutical or biopharmaceutical product is negotiated on a country-by-country basis and pricing may be subject to various price control mechanisms by national health systems. The failure of any pharmaceutical
product, medical device or diagnostic developed, manufactured or sold by a portfolio company to achieve satisfactory pricing or reimbursement could have a material adverse effect on a Fund. Certain healthcare-related companies depend on the exclusive rights or patents for the products they develop and distribute. Patents have a limited duration and, upon expiration, other companies often market substantially similar “generic” products that cost less to develop and often cause the original developer of the product to lose market share or reduce the price charged for the product, resulting in lower profits for the original developer. Finally, because the products and services of healthcare-related companies affect the health and well-being of many individuals, these companies are especially susceptible to product liability and other lawsuits. The share price of a healthcare-related company can drop dramatically not only as a reaction to an adverse judicial ruling or change in regulations or policies, but also from the adverse publicity accompanying threatened litigation, recalls, supply shortages, quality or compliance actions, and safety concerns. Investments in the Financial Services Industry. Financial services institutions are directly affected by many factors, including domestic and international economic and political conditions, broad trends in business and finance, legislation and regulation affecting the national and international business and financial communities, monetary and fiscal policies, interest rates, inflation, currency values, market conditions, the availability and cost of short-term or long-term funding and capital, the credit capacity or perceived creditworthiness of customers and counterparties, and the level and volatility of trading markets. Such factors can impact customers and counterparties of financial services institutions and may impact the value of financial instruments held by financial services institutions. Fluctuations in interest rates, which affect the value of assets and the cost of funding liabilities, are not predictable or controllable, may vary from country to country and may impact economic activity in various regions. The profitability of the financial services industry may be adversely affected by a worsening of general economic conditions in domestic and international markets and by monetary, fiscal or other policies that are adopted by various governmental authorities and international bodies. Monetary policies have had, and will continue to have, significant effects on the operations and results of financial services institutions. There can be no assurance that a particular financial services institution will not experience a material adverse effect on its net interest income in a changing interest rate environment. Factors such as the liquidity of the global financial markets, the level and volatility of prices of financial instruments, investor sentiment, and the availability and cost of credit may significantly affect the activity levels of customers with respect to size, number and timing of transactions. A market downturn would likely lead to a decline in the volume of transactions that financial services institutions execute for their customers and thus lead to a decline in revenues from fees, commissions, and spreads. The financial services industry is extremely competitive, and it is expected that competitive conditions in the industry will continue to intensify. Merger activity in the financial services industry has resulted in, and is expected to continue to result in, larger institutions with greater financial and other resources that can offer a wider array of financial products and services. The financial services industry has become considerably more concentrated as numerous financial institutions have been acquired by or merged into other institutions. Technological advances and the growth of e-commerce have made it possible for non-financial institutions to offer products
and services that have been traditionally offered by financial services institutions. It is expected that cross-industry competition will continue to intensify. Investments in the Insurance Industry. The insurance industry is heavily regulated. Such regulation usually includes: (i) regulating premium rates, policy forms and lines of business; (ii) setting minimum capital and surplus requirements and prescribing methods of measuring capital and surplus; (iii) imposing guaranty fund assessments and requiring residual market participation; (iv) licensing insurance companies and insurance agents and brokers; (v) approving accounting methods and methods of setting reserves; (vi) setting requirements for and limiting the types and amounts of investments; (vii) establishing requirements for the filing of annual statements and other financial reports, corporate governance disclosures and enterprise risk reports; (viii) conducting periodic examinations of the affairs of insurance companies; (ix) limiting the amount of dividends that may be paid by an insurance company without prior notice and approval; (x) regulating transactions between an insurance company and its affiliates; and (xi) regulating trade practices and market conduct of insurance companies, agents and brokers. Such regulation and supervision are primarily for the benefit and protection of policyholders and not for the benefit of investors. In the United States and other jurisdictions, the insurance regulatory structure, as well as the regulatory structure applicable to other types of financial institutions, has been subject to increased scrutiny by applicable governmental and regulatory authorities. Adoption of additional legislation, regulations or changes in applicable legislation and regulations already in place may adversely affect insurance companies and their results and therefore the results of a Fund. Further, prior to acquiring significant positions in certain regulated companies, a Fund will be required to obtain various regulatory approvals. There can be no assurance that a Fund will be able to obtain the requisite approvals with respect to any particular investment. In addition, uncertainty regarding future legislation as well as regulatory and other investigations may complicate a Fund’s ability to value potential investments and/or may affect exit opportunities and contingent liabilities upon the disposition of an investment. Insurance companies also face the risk of suffering significant financial losses due to inappropriate underwriting practices. This may arise from insufficient risk assessment, inadequate pricing models, or failure to identify and mitigate emerging risks. The risk is heightened by the potential for misjudging risk exposure, especially in the context of changing economic, environmental, and regulatory conditions. Events such as earthquakes, floods, hurricanes, wildfires, and other extreme weather phenomena may occur with greater frequency or severity due to changing environmental conditions and thus be more difficult to underwrite. Systems and Operational Risks. The Funds depend on H&F to develop and implement appropriate systems for the Funds’ activities or to hire a third-party administrator or other service providers on whom they will rely. H&F relies daily on financial, accounting and other data processing systems and other core operating systems that are critical to the performance and oversight of the Funds’ activities. In particular, H&F relies extensively on computer systems, hardware, software and telecommunications equipment to evaluate certain securities based on realtime trading information, to monitor the Funds’ portfolio and net capital and to generate asset, risk management and other reports. In addition, certain of H&F’s operations interface with or depend
on systems operated by third parties, including custodians, brokers, market counterparties, IT providers and other service providers, and H&F may not be in a position to verify the risks or reliability of such third-party systems. The inability to verify such risks or reliability is based on a number of factors including, but not limited to, limitations of access to vendor data, especially with larger vendors who, in H&F’s experience, have been unwilling to provide such access, or, in some circumstances, time constraints in vetting vendors to the optimal extent. These programs or systems may be subject to certain defects, human error, configuration mistakes, failures or interruptions, including, but not limited to, those caused by worms, viruses and power failures. Failures in the systems and processes employed by H&F and other parties could result in mistakes made, including, among other things, in the confirmation or settlement of transactions, or in transactions not being properly booked, evaluated or accounted for. Disruption to third-party critical service providers, such as a Fund’s auditors, external counsel and custodians, may result in other disruptions in such Fund’s operations. Operational risks may also be the result of inadequate procedures and controls, employee fraud, recordkeeping errors, human errors and/or other mistakes or failures by H&F or a service provider. Disruptions in H&F’s or such Fund’s operations may cause such Fund to suffer, among other things, financial loss, the disruption of their businesses, liability to third parties, or regulatory intervention. Any of the foregoing failures or disruptions could materially adversely affect the business strategy, results of operations or financial condition of the Funds. In addition, the Funds may suffer materially adverse consequences from actions, errors or failure to act by such third parties and will have obligations, including indemnity obligations, and limited recourse against them. The costs, fees and expenses associated with the provision of such services by third-party service providers will generally be borne by the Funds instead of H&F. Portfolio Company Operational Technology Risks. Portfolio companies are highly dependent on communications and information systems and are exposed to many types of operational risks, including the risk of fraud or security breaches by employees or other parties, record keeping errors, errors resulting from faulty or “hacked” computer or telecommunication systems, cyber attacks by third parties, computer failures or interruptions and damage to computer and telecommunication systems caused by internal or external events. New technologies and improved products and services are continually being developed, rendering older technologies, products and services obsolete. Further, the failure of these systems could cause significant interruptions in the operations of a Fund’s portfolio companies and could subject H&F, a Fund and/or such portfolio company and their respective affiliates to legal claims and otherwise materially adversely affect their business strategy, results of operations or financial condition. See also described below “Risks – Artificial Intelligence, including Generative and Agentic Artificial Intelligence Developments”; “Risks – Cybersecurity Risk; Business Disruption.” Artificial Intelligence, including Generative and Agentic Artificial Intelligence Developments. Artificial intelligence , including without limitation generative AI technology as well as agentic AI technology (collectively “AI”) create opportunities for H&F, the Funds and/or portfolio companies. While H&F currently utilizes AI in connection with limited aspects of its business activities, H&F continues to evaluate AI resources and adjust internal policies and procedures that impact or govern use of AI by its personnel, provided that there can be no assurances that such policies and procedures will be sufficient given the evolving nature of such technology. Notwithstanding any such policies or procedures, H&F Personnel, and other
associated persons of H&F could utilize AI in contravention of such policies and therefore, there is a risk that certain AI-driven decisions or recommendations would not be disclosed properly as being AI-generated or would not have the necessary explanation as to how the AI output was reached, in each case for regulators, customers, client, investors, or auditors as to which inputs or factors impacted the decision or recommendation. H&F, the Funds and/or portfolio companies could be further exposed to the risks of AI if third-party service providers or any counterparties also use AI in their business activities. H&F is not able to control the manner in which third-party products are developed or maintained or the manner in which third-party services utilizing GenAI are provided. While H&F may restrict certain uses of AI tools, including third-party and open source AI tools, H&F’s Personnel, H&F’s advisors and/or a Fund’s portfolio companies may use these tools, which poses additional risks relating to the protection of H&F and such portfolio companies’ proprietary data, including the potential exposure of H&F’s or such portfolio companies’ confidential information to unauthorized recipients and the misuse or infringement of H&F’s or third-party intellectual property, which could materially adversely affect H&F, a Fund or its portfolio companies. For example, AI being used improperly or inappropriately may contaminate proprietary information of H&F, a Fund or a portfolio company and render it ineligible for patent protection. In certain situations, the ownership of output based on the use of AI tools may not be clear, which may affect the ability of H&F, a Fund and/or its portfolio companies to enforce intellectual property rights in content generated using AI tools. In addition, use of AI tools that are trained on third parties’ data or content may result in allegations or claims against H&F, a Fund or its portfolio companies related to infringement of third-party intellectual property rights, unauthorized access to or use of proprietary information, violations of applicable privacy laws and failure to comply with open-source software requirements. There can also be no assurance that the usage of AI tools will enhance any portfolio company’s products or services or be beneficial to any portfolio company’s businesses. Use of AI by any of the parties described in the previous paragraph could include the input of confidential information (including material non-public information), including by third parties in contravention of non-disclosure or other agreements or by H&F Personnel or H&F’s advisors and affiliates in contravention of H&F’s policies, into AI applications, resulting in such confidential information becoming part of a dataset and/or training model that is accessible by other third-party AI applications and users. The inclusion of confidential information may be the result of its unintended inclusion in large data sets, its inclusion in any input or prompt of a user of AI (including users unaffiliated with H&F or the Funds) or as result of “web scraping” of information available on internet sites (for example, confidential information unintentionally posted by a third party to a publicly-available website or service). In any case, the inclusion of any confidential information in AI application data sets could result in H&F inadvertently and unknowingly relying on that information as part of an investment decision (which could result in the violation of U.S. or foreign securities laws and result in related actions or claims against H&F). Further, in certain cases, AI may add to its data sets any information contained in user queries. Where this is the case and the AI application is not proprietary or exclusive to H&F, information contained or implied in H&F’s queries may be incorporated into the AI application and may affect responses to third parties’ queries. Where that data is sensitive or contains information about H&F’s (and the Funds’) actual or prospective investments, H&F (and/or the Funds) may be adversely impacted to the extent a competitor gains access to the information and is able to use it against H&F (and/or) the Funds, for example by usurping an investment opportunity or using the data in an exit transaction
involving a Fund investment. AI applications may also be exposed to new cybersecurity risks such as data poisoning, inherence attacks, jailbreaking and data exfiltration. For more information on risks relating to information security see also “Risk Factors — Portfolio Company Operational Technology Risks”, “Risk Factors — Cybersecurity Risk; Business Disruption”. Agentic AI systems, which are designed to take autonomous actions or make decisions with limited human oversight, present additional operational and security risks. Malicious or unintended instructions embedded in AI inputs, including through prompt injection attacks, other manipulation techniques, human error or other human unintentional actions, could cause agentic AI systems to behave in unintended ways, including by surfacing, transmitting or otherwise disclosing sensitive, confidential or proprietary information to unauthorized parties, unintentionally and/or unknowingly manipulating, altering or destroying information or other files, invalidating certain privileges attached to information and could also trigger regulatory violations, competitive harm, reputational damage, litigation and/or material financial losses. Such unauthorized disclosure could include material non-public information, trade secrets, personal data or other information subject to legal or contractual protections. These risks are heightened in agentic environments where AI systems may autonomously interact with external data sources, third-party applications or other systems without real-time human review of each action. Additionally, overly permissive access controls or inadequate identity and permission management in agentic AI environments could allow AI systems to access data, systems or functionalities beyond the intended scope of a specific task or beyond the access rights that would be granted to a human user performing the same function. The autonomous nature of agentic AI may make it difficult to detect such unauthorized access in real time or to implement effective controls without significantly constraining the functionality of the AI system. If H&F, the Funds or portfolio companies fail to implement appropriate access controls, monitoring and governance frameworks for agentic AI deployments, the resulting unauthorized access or actions could lead to operational disruptions, financial losses, regulatory risks and reputational harm. Independent of its context of use, AI is generally highly reliant on the collection and analysis of large amounts of data and complex algorithms and it is not possible or practicable to incorporate all relevant data into the model that AI utilizes to operate. Certain data in such models will inevitably contain a degree of inaccuracy, bias or error – potentially materially so – and such data, as well as algorithms in use could otherwise be inadequate or flawed, which could degrade the effectiveness of AI. In addition, it is expected that H&F as well as portfolio companies will leverage AI through application programming interfaces as well as existing models or other applications. In the process of doing this, H&F and/or such portfolio companies may configure and develop software or infrastructure assets that interact with these models or other applications. Human error and other factors could introduce errors or other bugs that, despite being tested, are not identified and could cause a material impact where such software is used for business operations. To the extent that H&F, the Funds and/or the portfolio companies are exposed to the risks of AI use, any such inaccuracies or errors could have material adverse impacts on H&F, the Funds and/or portfolio companies’ respective businesses. The volume and reliance on data and algorithms also make AI, and in turn H&F, the Funds and/or portfolio companies more susceptible to cybersecurity threats. In addition, AI may be competitive with the business of portfolio companies or increase the potential for obsolescence of the portfolio companies’ products or services (particularly as the capabilities of AI improve). Additionally, where portfolio companies
provide products or services that incorporate, facilitate, rely on or otherwise relate to AI, technological developments in AI may also decrease demand for those products or services. Accordingly, the increased adoption and use of AI may have an adverse effect on the portfolio companies or their respective businesses. The ongoing development, maintenance and operation of AI is expensive and complex, and may involve unforeseen difficulties including material performance problems, and undetected defects or errors. H&F or the vendor for AI applications may encounter technical obstacles to the proper operation of the AI application, and the costs of addressing or eliminating those obstacles may be material and may have an adverse impact on one or more portfolio companies’ performance. In addition, AI applications may require regular updates to achieve optimal performance and, in some cases, it may not be practical to update an underperforming application, in which case H&F may cease using that application. Similarly, in addressing any technical issue with a AI application, additional, potentially more fundamental, issues with the application may be uncovered. If issues are unable to be resolved, or resolved in a timely manner, H&F or its portfolio companies may cease using that application. Even where AI is utilizing accurate data, it may, and AI regularly does, output results that contain, in whole or in part, inaccurate information, sometimes without any basis in truth. These so-called AI “hallucinations” may be difficult or impossible to identify, and it may be difficult or impossible to modify AI to eliminate these occurrences. AI “hallucinations” are an expected output of certain types of AI that H&F may use, and there is a risk that employees will defer to AI outputs without sufficient skepticism, leading to errors, missed red flags or supervisory failures. AI may also return inaccurate results due to biases embedded in the AI’s models, code or data. Biases may be intentional or inadvertent. Where a model relies on publicly available data, particularly data on internet sites or services that permit users to create content, there is an increased risk that the data may impart bias to the AI or that misinformation will be incorporated in or influence the AI’s outputs. In the event H&F makes material decisions in reliance on output that contains AI “hallucinations,” it could result in a material adverse effect on its, the Funds and/or the portfolio companies’ business. There are a limited number of AI applications tailored to the needs of investment managers, and some of the tailored AI applications utilize other more general AI not designed for use in investment management. More general AI applications generally do not contain safeguards and other controls that might be desirable in an application purpose-built for use by investment managers. To the extent that H&F or the Funds use non-investment management AI applications, there is a greater risk that the applications will return inaccurate or counterproductive information. In addition, there is a risk that dependence on particular AI models or workflows could create operational fragility or single points of failure without sufficient back up procedures. Regulations related to AI may also impose certain obligations on organizations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have a material adverse effect on organizations connected to H&F, the Funds or portfolio companies. For example, the EU Artificial Intelligence Act (“EU AI Act”) has introduced a new regulation applicable to AI technologies and the data used to train, test and deploy them, some of which has gone into effect. The EU AI Act imposes material requirements on both the providers
and deployers of AI technologies and prohibits certain AI practices, with infringement punishable by sanctions up to the higher of EUR 35 million or 7% of total annual worldwide turnover. Preparing for and complying with the EU AI Act and other regulations related to artificial intelligence, could involve material compliance costs and/or adversely affect the operations or financial results of a business related to the Funds. On November 19, 2025, the European Commission published the Digital Omnibus Package, a separate regulation proposing targeted amendments to the EU AI Act, including phased application of high-risk AI obligations (linked to standards readiness), extension of SME-style compliance simplifications to small mid-cap companies, and revised AI literacy requirements. There could therefore be future changes in the obligations under the EU AI Act that are applicable to H&F, a Fund, or its portfolio companies. In addition, multiple states in the U.S. have enacted or are considering enacting related legislation and regulations that may impose additional requirements that would need to be addressed. AI and its current and potential future applications, including in the private investment and financial sectors, as well as the legal and regulatory frameworks within which they operate, continue to develop rapidly, and it is impossible to predict the full extent of current or future risks that may arise from such developments. Data Driven Analysis. H&F, as well as the portfolio companies, rely on financial models as well as information and data supplied or acquired by H&F or such portfolio companies from various sources. Models are used for numerous reasons, including to construct sets of information, transactions and investments, to analyze the value of investments or potential investments, to provide risk management insights and to assist in hedging investments as well as managing and operating the portfolio companies. When models and data prove to be incorrect, misleading or incomplete, any decisions made in reliance thereon expose H&F, the Funds and/or portfolio companies to potential risks. For example, by relying on models and data, the Funds and portfolio companies may be induced to buy certain investments at prices that are too high, to sell certain other investments at prices that are too low, or to miss favorable opportunities altogether. Similarly, any hedging based on faulty models and data may prove to be unsuccessful. A significant number of the models used by H&F and the Fund portfolio companies are predictive in nature. The use of predictive models has inherent risks. For example, such models may incorrectly forecast future behavior, leading to potential losses on a cash flow and/or a mark-to-market basis. In addition, in unforeseen or certain low-probability scenarios (often involving a market disruption of some kind), such models may produce unexpected results, which can result in losses for the Funds and/or their portfolio companies. Furthermore, because predictive models are usually constructed based on historical data supplied or acquired by H&F or the portfolio companies, the success of relying on such models may depend heavily on the accuracy and reliability of the supplied historical data. While such data regarding historical market conditions, pricing and other information is believed to be accurate, such data will not necessarily be independently verified by H&F or the Fund portfolio companies. Artificial Intelligence–Driven Portfolio Investment Risks. The rapid development, adoption, and commercialization of AI may materially and adversely affect the competitive position, growth prospects, and valuation of portfolio companies in which the Funds invest, particularly those
operating in the software and/or technology sectors. AI has the potential to fundamentally alter industry structures, information flows, competitive dynamics, and customer expectations. Existing and new competitors may use AI to develop products and services more quickly, operate more efficiently, reduce costs, automate functions historically performed by human labor, improve pricing or customer acquisition, or deliver superior functionality. In addition, existing and new customers of portfolio companies may use AI to develop their own internal products or services that have historically been done by the portfolio company, making such portfolio company’s services or products less necessary for certain customers. As a result, certain portfolio companies may be unable to compete effectively, lose market share, experience margin compression, or see reduced demand for their products or services. In some cases, AI-enabled solutions may displace or commoditize existing products, services or business models that can be partially or fully automated. Portfolio companies that do not successfully adapt their products, pricing models or value propositions in response to these changes may become less relevant to customers or obsolete more quickly than anticipated. AI may also lower barriers to entry in certain markets, enabling smaller, newer or better-capitalized competitors to enter markets more easily or scale more rapidly than historically possible. Increased competition driven by AI adoption may result in shorter product life cycles, reduced switching costs for customers, increased pricing pressure and higher customer churn, any of which could adversely affect portfolio company performance. Portfolio companies that develop, deploy or rely on AI may be subject to evolving and uncertain regulatory requirements, including data privacy laws, algorithmic accountability regulations, sector-specific AI restrictions, and potential litigation or liability arising from AI-generated outputs, any of which may increase compliance costs, restrict operations, or adversely affect financial performance. In addition, the competitive advantage of certain portfolio companies may depend on proprietary data assets or intellectual property; AI-driven commoditization of data processing or generation of competing content may erode the value of such assets. In addition, capital markets and strategic buyers may price AI-related risks into valuations, including by applying lower valuation multiples to companies perceived as being exposed to competitive disruption, technological obsolescence or uncertainty regarding long-term relevance in an AI-driven economy. Even where a portfolio company’s current financial performance and operations remain strong, market sentiment regarding AI-related disruption may result in reduced valuations, delayed exit opportunities, less favorable transaction terms, less availability of credit and/or lower realized returns. The pace and direction of AI adoption across industries, including industries in which the Fund portfolio companies operate, is quickly evolving, uncertain and may not align with the Funds’ investment timelines or assumptions at the time an investment is made. In some cases, anticipated value creation strategies, growth initiatives or exit opportunities may be undermined or rendered less attractive by faster-than-expected AI-driven change, while in other cases AI-related market volatility may persist for extended periods, negatively affecting realized returns.
In addition, during the deal origination and due diligence processes, the AI capabilities, maturity or competitive advantages of target companies may be overstated and/or the risks, limitations, costs or dependencies associated with target company’s AI systems, products or services may be understated. Such misrepresentations or incomplete information or analysis may be intentional or may result from the target company's or H&F’s own lack of understanding of the technical capabilities or limitations of the target company’s AI systems, insufficient internal expertise, inadequate testing or validation or over-optimistic projections regarding AI's potential impact on the business. A target company’s dependencies on third-party AI providers, data quality issues, scalability limitations, regulatory compliance gaps or the extent to which claimed AI functionality relies on manual processes or human intervention rather than true automation may also not be fully understood. If H&F relies on such information or understandings when making investment decisions or determining valuations, the Funds may overpay for investments, overestimate the growth potential or competitive positioning of portfolio companies, underestimate integration costs or operational risks, or fail to identify material vulnerabilities that could impair the portfolio company's performance or valuation. There can be no assurance that H&F will accurately assess the degree to which any portfolio company is exposed to AI-related risks at the time of investment or on an ongoing basis. Any of the foregoing risks could reduce the value of portfolio companies, lower anticipated returns, create operational challenges at the portfolio company level, impair the Funds’ ability to exit investments at attractive valuations or within expected timeframes, and materially adversely affect the Funds’ performance. In addition, the risks discussed at “Risks – Risks of Investment Concentration” above would also increase the Funds’ exposure to AI-related disruption to the extent portfolio investments are concentrated in sectors that are more exposed to AI risks. Material Non-Public Information. By reason of its responsibilities in connection with its other activities, H&F as well as H&F Personnel from time to time acquire confidential or material nonpublic information and H&F is from time to time restricted from initiating transactions in certain securities. In addition, the information provided to Limited Partners by H&F may include material non-public information about a portfolio company. H&F, and therefore the Funds also, will not be free to act upon any material non-public information that H&F acquires. Due to these restrictions, the Funds and Limited Partners may not be able to initiate a transaction that they otherwise might have initiated and may not be able to arrange for the sale or liquidation of all or any portion of an investment that they otherwise might have sold. Possibility of Different Information Rights; Outside Statements. Certain Limited Partners may request information from H&F relating to the Funds and portfolio companies in which the Funds invest and H&F from time to time provides such Limited Partners with some or all information requested. Limited Partners that request and receive such information will consequently possess information regarding the business and affairs of the Funds that is not generally known to other Limited Partners. Additionally, H&F will meet with the Advisory Board members and observers regularly and during Advisory Board meetings, H&F can be expected to share information in relation to actual or prospective portfolio investments, which information other Limited Partners in other Funds and/or Other Investment Vehicles would not have received. As a result, certain Limited Partners may be able to take actions on the basis of such information which, in the absence of such information, other Limited Partners do not take. Furthermore, at certain times H&F may
be restricted from disclosing to Limited Partners material non-public information regarding any assets in which the Funds invest. H&F has made, and may in the future make, oral and written statements or expressions of intent or expectation to Limited Partners or their affiliates or acknowledge statements by such persons (“Outside Statements”) regarding the Funds or H&F’s activities pertaining thereto. These may include, for example, the anticipated or expected allocation and terms of co-investment opportunities, the anticipated or expected allocation of investment opportunities to the Funds generally and other topics often addressed in Side Letters. Although such Outside Statements are not legally binding, such Outside Statements may influence allocation and other decisions of H&F with respect to the operations and investment activities of the Funds and may influence a prospective Limited Partner’s decision as to whether to invest in the Funds. Limited Partners generally will, as a result, not typically receive notice of any such Outside Statements, and there can be no assurance that any such arrangements will not have an adverse effect on the Funds or other Limited Partners and, similar to the above, certain Limited Partners may be able to take actions on the basis of such information which, in the absence of such information, other Limited Partners do not take. See Item 10, “Participation or Interest Client Transactions” and “Conflicts of Interest – Side Letters and other Limited Partner Agreements or Arrangements; Advisory Board Rights” below for more details. Possibility of Fraud and Other Misconduct of Employees and Service Providers. Misconduct by H&F Personnel, portfolio companies, portfolio company employees, service providers to H&F or the Funds and/or their respective affiliates could cause significant losses to such Funds. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by such Funds, the improper use or disclosure of confidential or material non-public information, which could result in litigation, regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of such Funds and noncompliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to such Funds. H&F has controls and procedures through which it seeks to minimize the risk of such misconduct occurring. However, no assurances can be given that H&F will be able to identify or prevent such misconduct. Cybersecurity Risk; Business Disruption. H&F, the Funds’ service providers and other market participants depend on complex and often interconnected information technology and communications systems to conduct business functions. These systems are subject to a number of different cyber threats and other risks that could adversely affect the Funds and the Partners, despite the efforts of H&F and the Funds’ service providers to adopt technologies, processes and procedures intended to mitigate these risks and help protect the security of their computer systems, software, networks, and other technology assets, as well as the security, confidentiality, integrity, and availability of information belonging to the Funds and the Partners. For example, systems used by H&F and the Funds’ service providers may be vulnerable to damage or interruption from malware, network failures, computer and telecommunication failures, usage errors by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods hurricanes and earthquakes. Additionally, unauthorized third parties may attempt to improperly access, modify, disrupt the operations of, encrypt or otherwise prevent access to these systems of
H&F, the Funds’ service providers and counterparties, as well as data stored by these systems, including Limited Partner information. H&F and the Funds’ service providers may be subject to ransomware, distributed denial-of-service attacks, data breaches, social engineering schemes (including business email compromise/wire transfer fraud attacks), or other attacks that could cause a substantial business disruption or loss of security, integrity or availability of data that could prevent the Funds and H&F from executing their investment strategy or accessing an account, which could lead to financial losses. Third parties may also attempt to fraudulently induce employees, customers, third-party service providers, or other users of H&F’s systems to disclose sensitive information in order to gain access to H&F’s, its affiliates’ and/or their service providers’ data or that of the Partners or to transfer funds to unauthorized third parties. Third parties may also use AI technologies to commit fraud and misappropriate funds and to facilitate cyberattacks. A successful penetration or circumvention of the security of H&F’s systems by unauthorized third parties could result in a loss of capital, the loss, theft, or corruption of a Partner’s or Funds’ data or of personal data for which H&F or the Funds are responsible (under applicable privacy and data protection laws), the inability to access electronic systems, overall disruption in operations systems, loss, theft, or corruption of proprietary information or corporate data, physical damage to a computer or network system, or costs associated with system repairs. Given the size of deals and the volume of dollars transferred in connection with deals, these risks are significant. These threats may also indirectly affect the Funds through cyber incidents with third-party service providers or counterparties. Data taken in such breaches may be used by criminals in identity theft, obtaining loans or payments under false identities, and other crimes that could affect the Partners directly as well as affect the value of assets in which the Funds invest. In addition, malfeasance, error, theft or misuse by H&F Personnel or the personnel of the third-party service providers with which H&F, the Funds and/or the portfolio companies engage or of the intellectual property, financial data or employee or client data of H&F, the Funds and/or the portfolio companies, could materially adversely affect the business strategy, results of operations or financial condition of H&F, the Funds and/or the portfolio companies, particularly if such information is provided to or accessed by a competitor. These risks can disrupt the ability to engage in transactional business, cause direct financial loss, lead to violations of applicable laws related to data and privacy protection and consumer protection, or incur regulatory penalties, all or part of which may not be covered by insurance. Cybersecurity risks also result in ongoing prevention and compliance costs and increased insurance premiums. In addition, H&F and/or the Funds may incur substantial costs related to investigation and remediation of a cybersecurity incident; increasing and upgrading cybersecurity protections including its administrative, technical, organizational and physical controls; acts of identity theft; unauthorized use or loss of proprietary information; adverse Limited Partner reaction; increased insurance premiums or difficulties obtaining insurance coverage; or litigation, regulatory actions or other legal risks. Similar types of operational and technology risks (and costs) are also present for the portfolio companies in which the Funds invest, including the risks with respect to third-party service providers. These events and risks have occurred in the past and may occur in the future, which could materially adversely affect the business strategy, results of operations or financial condition of such companies, and may cause the Funds’ investments to lose substantial value. These risks are heightened given the technological focus of certain of the portfolio companies in which the Funds invest, especially where, for example, portfolio companies provide data protection or other
security services and/or collect and maintain broad or extensive categories of data including, for example, personal information and other sensitive data. Portfolio companies that provide services to state, federal and/or global government agencies may be at an increased risk of vulnerability as a potentially valuable target. Data Protection, Cybersecurity and Emerging Digital Regulation. H&F, the Funds, the portfolio companies and/or their respective service providers from time to time each receive, store, process and use data (including personal data), including through the use of third-party processors and cloud-based and other service providers. Legal requirements relating to the collection, storage, handling and transfer of personal data continue to develop in different countries. Certain activities of H&F, the Funds and/or the portfolio companies may, for example, be subject to the EU’s General Data Protection Regulation (“GDPR”), the EU’s Directive on privacy and electronic communications (the “ePrivacy Directive”), the GDPR as incorporated into domestic UK law (“UK GDPR”), the UK Data Protection Act 2018, the UK Data (Use and Access) Act 2025, the UK Privacy and Electronic Communications (EC Directive) Regulations 2003, the Cayman Islands Data Protection Act (As revised) (“DPA”) and U.S. federal and state privacy, data protection and cybersecurity laws, including the Gramm-Leach-Bliley Act (“GLBA”) and its implementing regulations (including Regulation S-P), including Regulation S-P, and the California Consumer Privacy Act, as amended by the California Privacy Rights Act and its implementing regulations (“CCPA”) (together with all other applicable data protection laws, collectively the “Privacy and Data Protection Laws”). Privacy and Data Protection Laws often require stringent operational requirements and onerous accountability obligations for controllers and processors of personal data, including, for example, requiring formal records of processing, expanded disclosures about how, why and by whom personal data is to be used, limitations on retention of personal data, limitations on the international transfer of personal data, implementation of appropriate technical and organizational security measures to protect personal data, mandatory data breach notification requirements with strict timelines and high standards for organizations to demonstrate that they have obtained valid consent or have another relevant legal basis in place to justify their data processing activities. These laws also include data subject rights, such as the rights to access personal data about them and the right to have such data deleted. These rights are not absolute; however, they require that organizations have in place the necessary mechanisms to allow individuals to exercise them. In addition, the European Commission's adequacy decision permitting the transfer of personal data from the EEA to the UK (adopted in June 2021) is subject to periodic review and renewal. Any failure to renew or any revocation of the adequacy decision could require H&F and the Funds to implement alternative transfer mechanisms for personal data flows between the EEA and the UK, resulting in additional compliance costs and operational complexity. While H&F, the Funds and the portfolio companies intend to comply with their privacy and data protection obligations under the Privacy and Data Protection Laws (where applicable), they may not be able to accurately anticipate the ways in which regulators and the courts will apply or interpret such laws. Further, because applicable Privacy and Data Protection Laws are constantly changing and there are new laws being implemented in different jurisdictions regularly, it is challenging for H&F and the Funds and portfolio companies to understand and implement
processes to comply with all laws applicable to them at any given time. For example, the UK government adopted the Data (Use and Access) Act in June 2025, introducing amendments to the UK data protection regime, including increasing fines for the infringement of certain regulatory requirements as well as introducing new data sharing frameworks. In addition, in November 2025, the EU published a proposal to make certain simplifications to the GDPR and other data, privacy and cybersecurity related laws, including the ePrivacy Directive and EU AI Act. The EU’s Digital and Operational Resilience Act, which became fully applicable on January 17, 2025, the EU’s Cyber Resilience Act and the EU NIS 2 Directive impose requirements related to increased cybersecurity requirements and reporting obligations. Further, various U.S. states have enacted comprehensive state consumer privacy laws, imposing requirements in connection with the collection, processing, storage, use and disclosure of personal information, some of which are currently being reviewed to expand upon the breadth of the regulations to incorporate AI capabilities, such as restrictions on the use of automated decision-making tools. The scope, applicability and requirements of these laws vary state by state, resulting in a patchwork of privacy legislation that heightens cost of compliance, risk of noncompliance and the potential for enforcement actions by individual state attorneys general. Additionally, the SEC has adopted changes to Regulation S-P, which requires, among other things, that covered financial institutions adopt procedures to safeguard and dispose of customer information and develop programs to respond to security breaches involving the unauthorized access to customer information, including customer notification procedures. A breach of Privacy and Data Protection Laws or emerging parallel laws could result in negative publicity and may subject the Firm, Funds and/or the portfolio companies to significant costs associated with litigation, settlements, regulatory sanctions, civil liability for claims in damages from data subjects or third parties, and other fines or penalties. This could have a materially adverse effect on the Funds’ and portfolio companies’ reputation and adversely affect the business and the value of the Funds’ investments. Many of these laws also give strong enforcement powers to local supervisory authorities, including the power to impose significant fines for noncompliance. Under some Privacy and Data Protection Laws and other emerging parallel laws, under certain circumstances it is an infringement to not notify the appropriate regulator of a security incident, or to not notify the individuals affected by the incident, which may divert the time of H&F or portfolio company management to focus on such incident and may entail substantial expense. Individuals may also have a right to compensation for financial or nonfinancial losses (e.g., distress). Compliance with Privacy and Data Protection Laws and any such emerging laws requires, amongst other things implementing effective policies and procedures that reflect the applicable law, as well as maintaining an ongoing and active monitoring program. The resources required for day-to-day operations and for dealing with exceptional circumstances may divert H&F’s time and effort from other activities relating to the management of the Funds and/or the portfolio companies and entail substantial expense. Data Privacy and Protection Laws could also increase costs of H&F, the Funds and the portfolio companies and result in further administrative expenses as part of their compliance efforts, which is likely to reduce capital that can be deployed for making investments and/or operations. These laws could affect the value of the portfolio companies if they incur additional costs and restrict business operations. If the current trend in the passage and expansion of such laws continues in other relevant jurisdictions, such costs may be exacerbated further as new or different compliance
obligations arise. Similarly, if Data Privacy and Protection Laws are implemented, interpreted or applied in a manner inconsistent with H&F’s, the Funds’ or the portfolio companies’ expectations, that may result in business practices changing in a manner that adversely impacts H&F or the Funds. Further, failure by H&F, the Funds and/or the portfolio companies to comply with applicable requirements may result in governmental enforcement actions, litigation, (actual or contingent) fines and penalties or adverse publicity, which could have an adverse reputational effect and adversely affect the business and the value of the Funds’ investments. Dependence on Patents, Trademarks and Other Intellectual Property. The success of certain of the Funds’ portfolio companies depends in part on intellectual property and other proprietary rights, including patents, trademarks and trade secret protection. The ability to effectively enforce patent, trademark and other intellectual property laws to protect their intellectual property and proprietary rights may affect the value of these portfolio companies. For example, patent disputes are frequent and can preclude commercialization of products, and patent litigation is costly and could subject a portfolio company to significant liabilities to third parties. The presence of patents or other proprietary rights belonging to other parties may lead to the termination of a product or service developed or to be developed by a portfolio company. And the absence of harmonized patent laws makes it more difficult to ensure consistent respect for patent rights. Reductions in the legal protection for intellectual property rights could adversely affect portfolio companies. Additionally, third parties may independently discover the trade secrets or other confidential or proprietary information of the Funds’ portfolio companies, in which case they may not be able to assert any trade secret rights against such parties, and the loss of trade secret protection could make it easier for third parties to compete with such portfolio companies. There can be no assurance that the Funds’ portfolio companies will be able to protect their intellectual property or other proprietary rights or will have the financial resources to do so, or that competitors will not develop technologies substantially equivalent or superior to a portfolio company’s technologies. Further, where piracy adversely affects portfolio company revenue, the impact on revenue derived from other jurisdictions could be significant, particularly in countries where laws are less protective of intellectual property and proprietary rights. If any of the portfolio companies’ efforts to maintain, protect or enforce their intellectual property or proprietary rights are not adequate, or if any third party infringes, misappropriates or otherwise violates their intellectual property, the value of their intellectual property and proprietary rights may be harmed. As a result, if the portfolio companies are unable to successfully protect, maintain or enforce their intellectual property or proprietary rights, there could be a material adverse effect on their business and operating results. Furthermore, third parties may initiate litigation or other proceedings against the Funds or any of the portfolio companies for infringement or misappropriation of their intellectual property rights. Even if H&F believes that particular intellectual property-related claims are without merit, litigation may be necessary to defend against these allegations. The ultimate outcome of any allegation is often uncertain and, regardless of the outcome, litigation and other proceedings, with or without merit, are time-consuming and expensive to resolve and may divert management’s time and attention. If a Fund does not prevail in any such litigation or other proceedings brought against such Fund, such Fund might have to pay substantial damages and such Fund could be required to stop the infringing activity or obtain a license, and any such license may not be available to such Fund on acceptable terms, or at all.
Changes to U.S. HSR Notification Rules. Certain amendments to the filing process required of mergers meeting the relevant thresholds and requiring notification to the U.S. Federal Trade Commission and Department of Justice (the “Antitrust Agencies”) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) came into effect as of February 10, 2025 (the “HSR Amendments”). The HSR Amendments were struck down by a federal district court on February 12, 2026, but the ruling was appealed and on February 19, 2026, was stayed by the federal court of appeals until further order. The HSR Amendments remain in place until further court rulings are issued. These rules require materially more information and documents to be provided to the Antitrust Agencies than under the prior regime and, if they remain in place, may ultimately result in an increase in the number of mergers either subjected to a more in-depth review or ultimately challenged. CFIUS and Similar Non-U.S. Regulatory Regimes. Current laws and regulations in various jurisdictions give heads of state and regulatory bodies the authority to block or impose conditions with respect to acquisitions of, and investments in, local entities by foreign persons if that acquisition or investment threatens to impair national or economic security or is otherwise deemed undesirable. In addition, many jurisdictions restrict foreign investment by taking steps including but not limited to placing limitations on foreign investment, implementing investment screening or approval mechanisms, and restricting the employment of foreigners as key personnel. In addition, a number of U.S. states are passing and implementing state laws prohibiting or otherwise restricting the acquisition of interests in real property located in the state by foreign persons (“Foreign Ownership Laws”). In some cases, a Fund’s investment involving a U.S. business (including a U.S. branch or subsidiary of a company domiciled outside of the United States) may be subject to review and approval by the Committee on Foreign Investment in the United States (“CFIUS”). In the event that CFIUS or any non-U.S. equivalent thereof reviews one or more investments or in the event that Foreign Ownership Laws apply to a particular investment, there can be no assurance that the applicable Fund will be able to maintain or proceed with such investments on terms that are acceptable to the General Partner of such Fund. CFIUS may recommend that the U.S. President block such transactions, or CFIUS may impose conditions on such transactions, certain of which may materially and adversely affect a Fund’s ability to execute the investment strategy. Additionally, CFIUS or any non-U.S. equivalent thereof may seek to impose limitations on one or more such investments that may prevent the applicable Fund from maintaining or pursuing investment opportunities that such Fund otherwise would have maintained or pursued which could adversely affect the performance of such Fund’s investment in such portfolio investments and thus the performance of such Fund. In particular, CFIUS is empowered to scrutinize a variety of transactions including investments in U.S. “critical infrastructure,” “critical technology” and “sensitive personal data” companies, including investments involving foreign investors that may be deemed “non-passive.” This could impact the ability of non-U.S. Limited Partners to participate in the Funds’ investments, which may impair the Funds’ ability to execute the investment strategy. The outcome of CFIUS’s and other foreign direct investment processes may be difficult to predict, and there is no guarantee that, if applicable to a portfolio company, the decisions of CFIUS would not adversely impact the applicable Fund’s investment in such portfolio company. The Governing Documents of certain Funds contain certain
provisions that may require certain Limited Partners to be excluded from participating in an investment, for example where their participation is at risk of jeopardizing such Funds’ ability to successfully acquire, hold, operate, sell, transfer, exchange, pledge or dispose of a prospective portfolio investment in light of legal, regulatory or other similar considerations. In response to mounting national security concerns regarding foreign ownership of U.S. land, several U.S. states have enacted or proposed Foreign Ownership Laws in an effort to limit foreign ownership of real property. These Foreign Ownership Laws may impact the ability of non-U.S. Limited Partners to participate in the Funds’ investments, which may impair the Funds’ ability to execute the investment strategy. Across the United States, additional proposals to limit foreign ownership of real property are currently working their way through the legislative process, and many such proposals may become law in the near future. These laws could limit the Funds’ ability to invest in certain entities or impose burdensome notification requirements, operational restrictions or delays in pursuing and consummating transactions. The effect of such laws could also result in the Funds excluding (in whole or in part) the participation of certain Limited Partners from certain transactions. As a result, other Limited Partners may be required to provide additional capital to make the investment and would have a larger pro rata share than if all the Limited Partners had participated. The Funds’ investments outside of the United States may also face delays, limitations or restrictions as a result of notifications made under and/or compliance with these legal regimes and rapidly-changing agency practices. Other countries continue to establish and/or strengthen their own national security investment clearance regimes, including in response to U.S. encouragement of other countries to impose CFIUS-like regulations on foreign investment in certain sectors and assets on national security grounds. These regulatory regimes could have a corresponding effect of limiting the Funds’ ability to make investments in such countries. Jurisdictions in which the Funds invest may establish further restrictions and increase risk by enhancing governments’ powers to scrutinize, impose conditions on and potentially block mergers, acquisitions and other transactions. These requirements and the disclosure process may delay or otherwise impact the Funds’ acceptance and drawdown of capital commitments from certain Limited Partners and approval of transfers by or to certain Limited Partners. Delays in the Funds’ ability to accept or draw down capital commitments may adversely impact the ability of the Funds to make investments in these countries and the timing of such investments. The foregoing requirements may also result in circumstances in which the Funds determine not to pursue certain potential investment opportunities in these countries. Heightened scrutiny of foreign direct investment worldwide may also make it more difficult for the Funds to identify suitable buyers for investments upon exit and may constrain the universe of exit opportunities for an investment in an issuer. As a result of such regimes, the Funds may incur significant delays and costs, be altogether prohibited from making a particular investment, or impede or restrict syndication or sale of Funds assets to certain buyers, all of which could adversely affect the Funds’ ability to meet the investment objectives. U.S. Outbound Investment Security Program. The U.S. Department of the Treasury’s Outbound Investment Security Program, which became effective on January 2, 2025, provides for a targeted national security regulatory framework directed at regulating outbound investment from the U.S.
into entities from the People’s Republic of China, Hong Kong and Macau engaged in the semiconductors and microelectronics, quantum information technologies and artificial intelligence sectors. Codified at 31 C.F.R. § 850.101 et seq, the Outbound Investment Security Program imposes notification requirements and prohibitions for certain categories of transactions involving such entities. The Outbound Investment Security Program will result in legal obligations and reporting requirements relating to new investments in such entities and could negatively impact the Funds’ operations or the Funds’ ability to make and exit investments, including without limitation by (i) limiting the scope of the Funds’ investment activities and (ii) limiting the Funds’ ability to exit certain investments or the range of exit opportunities. Furthermore, given the program’s infancy and its evolving interpretation and implementation, it is unclear how it and any related future regulations, will be interpreted, amended and implemented by the U.S. government. Therefore, while the Funds will seek to comply with the Outbound Investment Security Program, the Funds cannot fully anticipate its scope or guarantee compliance with the rules. The scope of the Outbound Investment Security Program is subject to change, and it is possible that legislation and/or regulations could expand the list of regulated technologies, the list of implicated countries or the types of transactions that are prohibited or require notification; such changes could impact the Funds’ ability to participate in transactions—either as buyers or sellers—or otherwise affect the Funds’ investment strategies. United Kingdom Exit from the European Union. The UK left the EU on January 31, 2020 (commonly referred to as “Brexit”). Divergence between the laws and regulations of the EU and the UK is expected to increase over time and may as such, increase the compliance and regulatory burden of the applicable Funds, as both systems will need to be considered to ensure compliance. Since the UK’s departure from the EU, UK financial services regulation has continued to diverge from the EU framework. The Financial Services and Markets Act 2023 provides HM Treasury with the power to revoke and replace retained EU financial services law with UK-specific rules. The UK Financial Conduct Authority is consulting on a comprehensive reform of the UK alternative investment fund managers regime and has proposed reforms to client categorization and conflicts of interest rules. These changes, together with the EU’s own ongoing regulatory initiatives (including AIFMD II and the EU’s Market Integration Package), may result in increased divergence between the two regimes and additional compliance costs for H&F and the Funds. EU Alternative Investment Fund Managers Directive and the United Kingdom Alternative Investment Fund Managers Regulations. The Alternative Investment Fund Managers Directive including any implementing national laws, rules or regulations (the “AIFMD”) and the UK Alternative Investment Fund Managers Regulations 2013 (as amended, including by the Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019) (the “AIFM Law”) regulate the activities of fund managers undertaking fund management activities in the EEA or the UK, respectively, or marketing fund interests to investors in the EEA or the UK (as applicable). H&F is not a UK or EEA authorized alternative investment fund manager under the AIFMD or the AIFM Law but may be required to comply with certain provisions of the AIFMD or the AIFM Law if it markets interests or shares in certain Funds in the EEA or the UK under applicable national private placement regimes established therein. Compliance with the provisions of the AIFMD and/or the AIFM Law by H&F may impose: (i) reporting, disclosure and other compliance obligations on H&F with respect to such Funds; (ii) restrictions on certain activities of such Funds in relation to EEA and/or UK portfolio companies (as applicable), including, in some circumstances, the Funds’ ability to recapitalize, refinance or potentially restructure such
portfolio companies within the first two years of ownership; (iii) in certain circumstances a requirement to appoint a depositary or paying agent over the Funds; and (iv) restrictions on the extent to which H&F can market the Funds in an EEA Member State or in the UK. Each of the aforementioned compliance obligations may result in additional costs being incurred by such Funds and/or H&F, including any costs incurred caused by their non-compliance, in each case reducing the returns for Limited Partners. The aforementioned restrictions on marketing may limit the Funds’ ability to attract Limited Partners based in certain EEA Member States or in the UK. In March 2024 the European Parliament and the Council of the EU published the final text for a directive (known as “AIFMD II”) to amend AIFMD as it applies in the EEA. AIFMD II entered into force on 15 April 2024. EU member states will have until 16 April 2026 to implement AIFMD II. The directive includes significant new or amended requirements in respect of, among other things, delegation, loan origination, liquidity risk management, data reporting, depositaries and public disclosure via the European Single Access Point. Each of the new or amended requirements under AIFMD II could have an impact upon H&F, the Funds, their investments and/or other costs or expenses which Limited Partners are required to bear. AIFMD II will, among other things, expand the pre-investment and periodic disclosure requirements under Article 23 of the AIFMD (including in respect of fees, costs and delegation arrangements), which may apply to non-EU managers, such as H&F, marketing Funds under national private placement regimes. Enhanced regulatory reporting under Article 24 (Annex IV) of the AIFMD will apply from 16 April 2027, requiring more granular information, including in respect of delegation arrangements. In parallel, the UK is not transposing AIFMD II but is instead consulting on a separate overhaul of the UK alternative investment fund managers framework, which may introduce a new NAV-based categorization system for UK managers. The potential for divergence between the EU and UK regimes may increase the compliance burden for H&F and the Funds. Risks Arising from Potential Controlled Group Liability Generally. Certain portfolio companies controlled by one or more Funds have in the past, and may, from time to time in the future compete with or engage in activities that could adversely affect another Fund and/or its portfolio companies, including, for instance, as a result of laws and regulations or certain jurisdictions (such as bankruptcy, environmental, consumer protection and/or labor or union laws) that may not recognize or permit the segregation of assets and liabilities between separate entities. Such jurisdictions may also allow for recourse against assets that are under common control with, or part of the same economic group as, the entity that has incurred the liability. This may result in the assets of one or more Funds and/or one or more portfolio companies being used to satisfy the obligations or liabilities of another Fund or its portfolio company.
Item 9. Disciplinary information
Not applicable.
Item 10. Other financial industry activities and affiliations
Affiliated Adviser H&F includes one foreign affiliated adviser, Hellman & Friedman LLP, a limited liability partnership organized under the laws of England (“H&F LLP”). H&F LLP is authorized to act as an arranger and an advisor by the UK Financial Conduct Authority. H&F LLP provides subadvisory services to H&F LLC pursuant to a sub-advisory agreement in respect of investments by the Funds in companies with principal operations outside the United States. H&F LLP has not registered with the SEC under the Advisers Act, in reliance on SEC no-action positions and the foreign private adviser exemption.
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To the extent H&F LLP is involved (directly or indirectly) in advising H&F with respect to the Funds, it is considered a “Participating Affiliate” and complies with the required record keeping and inspection provisions of the Advisers Act set forth in the Uniao de Bancos de Brazilieros S.A. (July 28, 1992) no-action letter and similar SEC staff no-action positions. Personnel of H&F LLP who are involved in providing advice (directly or indirectly) to H&F with respect to the Funds are considered “associated persons” of H&F LP and H&F LLC. In addition, consistent with SEC guidance, H&F LLP has entered into a “Participating Affiliate Agreement” that governs the relationship between H&F LLP and H&F LLC.
Item 11. Code of ethics, participation in client transactions and personal trading
Trading Code of Ethics H&F LLC has adopted a written Compliance Manual and Code of Ethics (collectively the “Code of Ethics”) that is applicable to all H&F Personnel and any other person who the H&F Chief Compliance Officer determines provides advice on behalf of H&F and is subject to H&F’s supervision and control (collectively, “Adviser Personnel”). The Code of Ethics, which is designed to comply with Rule 204A-1 under the Advisers Act, establishes guidelines for professional conduct and personal trading procedures, including certain pre-clearance and reporting obligations.
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Adviser Personnel and certain family and household members are generally precluded from purchasing publicly traded securities or trading in securities of the portfolio companies, subject to certain limited exceptions set forth in the Governing Documents of the Funds (including with respect to securities received as a distribution-in-kind from the Funds) or as set forth in the Code of Ethics. In addition, the Code of Ethics generally permits other transactions if (i) the transaction is “pre-cleared” by a compliance officer or (ii) the transaction is exempt from pre-clearance under the Code of Ethics. Under the Code of Ethics, Adviser Personnel are also required to file certain periodic reports with H&F’s compliance personnel as required by Rule 204A-1 under the Advisers Act. The Code of Ethics helps H&F detect and prevent potential conflicts of interest. Adviser Personnel who violate the Code of Ethics may be subject to remedial actions, including, but not limited to, censure, retraining, profit disgorgement, fines, demotion, suspension or dismissal. Adviser Personnel are also required to promptly report any violation of the Code of
Ethics of which they become aware. Adviser Personnel are required to annually certify compliance with the Code of Ethics. H&F reserves the right to refine, modify and amend the Code of Ethics and its other policies and procedures over time. A copy of the Code of Ethics is available to any client or prospective client upon written request to: Hellman & Friedman LLC, 415 Mission Street, Suite 5700, San Francisco, CA 94105, Attention: Chief Compliance Officer. Participation or Interest in Client Transactions Certain Adviser Personnel invest in and alongside the Funds, either through H&F (including through a General Partner), as direct Partners in the Funds or otherwise. In particular, Associates Funds are comprised primarily of current and former H&F Personnel and/or other friends and family of H&F. All or a portion of the management fee and carried interest related to investments held by such Funds are in certain cases reduced or eliminated. For further details regarding these arrangements, as well as conflicts of interest presented by them, please see “Conflicts of Interest” immediately below. Due in part to the fact that Limited Partners and potential Limited Partners in a Fund request different information, H&F provides certain information to one or more Limited Partners or prospective Limited Partners that it does not provide to all Limited Partners or prospective Limited Partners. Some Limited Partners are also executives of portfolio companies, and thus inherently have different (and greater) information regarding a Fund’s investments as well. In addition, the Governing Documents of certain Funds permit each such Fund’s General Partner to withhold information from certain Limited Partners in such Fund in certain circumstances. H&F may elect to withhold certain information to such Limited Partners for reasons including relating to H&F’s public reputation or overall business strategy, protection of its intellectual property or certain confidentiality concerns despite the potential benefits to such Limited Partners of receiving such information. Conflicts of Interest H&F and its related entities engage in a broad range of activities, including investment activities for their own account and for the account of multiple Funds, and providing transaction-related, investment advisory, management and other services to Funds and portfolio companies. In the ordinary course of conducting its activities, the interests of a Fund from time to time conflict with the interests of H&F, other Funds or their respective affiliates. Certain of these conflicts of interest, as well a description of how H&F addresses such conflicts of interest, can be found below. In general, H&F invests in one Fund Family at a time except with respect to follow-on investments (which are typically made by Funds that invested in the original investment (except as described below)), reserved investments and in connection with the activation of a successor Fund Family. In addition, H&F from time to time establishes Other Investment Vehicles, including on a transaction-by-transaction basis or for the purpose of investing in multiple portfolio companies
and/or multiple transactions, to enable the investing Fund Family to satisfy any shortfall in the required equity commitment necessary for an investment that exceeds the amount that H&F determines, in its sole discretion, is prudent for such Fund Family. Subject to the applicable Governing Documents, such Other Investment Vehicles generally are contractually required, as a condition to investment, to purchase and sell each investment opportunity at substantially the same time and on substantially the same terms as the applicable Fund Family that is invested in that investment opportunity. Certain Other Investment Vehicles pay management fees, administrative fees, profits interests and/or carried interest as determined by H&F in its sole discretion and certain Other Investment Vehicles pay reduced or no management fees, administrative fees, profits interests and/or carried interest. Resolution of Conflicts Prior to subscribing for interests in a Fund, each prospective Limited Partner receives information relating to significant potential conflicts of interest arising from the proposed activities of the Fund. In the case of all such conflicts of interest, H&F’s determination as to which factors are relevant, and the resolution of such conflicts, will be made using H&F’s best judgment and in H&F’s good faith discretion. In resolving conflicts, H&F considers various factors, including the interests of the applicable Funds with respect to the immediate issue and/or with respect to their longer-term courses of dealing. Certain procedures for resolving specific conflicts of interest are set forth below. When conflicts arise, the following factors may mitigate, but will not eliminate, conflicts of interest: •
H&F has adopted and implemented certain policies and procedures designed to reduce certain conflicts of interest;
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A Fund will not make an investment unless H&F believes that such investment is an appropriate investment considered from the viewpoint of such Fund;
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Many important conflicts of interest will generally be resolved by set procedures, restrictions or other provisions contained in the relevant offering documents and/or Governing Documents for the applicable Funds; and
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Each Fund Family, as well as certain Other Investment Vehicles, has an Advisory Board, consisting of representatives of Limited Partners not affiliated with H&F. The Advisory Boards meet as set forth in the applicable Governing Documents to consult with H&F as to certain potential conflicts of interest. H&F seeks Advisory Board approval with respect to issues involving actual conflicts of interest as required pursuant to the Governing Documents of the applicable Fund (or, in the case of certain Other Investment Vehicles that do not have their own Advisory Board, the Advisory Board of another Fund will provide approval with respect to certain conflicts, as provided by the Governing Documents of the relevant Other Investment Vehicle). If no Advisory Board or Limited Partner approval is required, H&F will be guided by its good faith discretion.
As discussed above, certain provisions of a Fund’s Governing Documents are designed to protect the interests of Limited Partners in situations where conflicts may exist. However, these provisions
do not eliminate such conflicts. In addition, even when such Governing Document provisions are followed, some of such conflicts of interest may be resolved in a manner adverse to a Fund and its ability to achieve its investment objectives. There can be no assurance that H&F will identify or resolve all conflicts in a manner that is favorable to the Funds and Limited Partners generally are not entitled to receive notice or disclosure of the actual occurrence of conflicts or have any right to consent to them as they arise. Conflicts The material conflicts of interest encountered by a Fund include those discussed below, although the discussion below does not necessarily describe all the conflicts that are faced by a Fund. Other conflicts are also disclosed throughout this brochure and the brochure should be read in its entirety for other conflicts. In addition, other conflicts of interest may also be disclosed in the offering documents and/or Governing Documents of a particular Fund. Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities In connection with its investment activities, H&F encounters situations in which it must determine how to allocate investment opportunities among various Funds and other persons, which include, but are not limited to, the following: •
One or more Funds Families;
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One or more Other Investment Vehicles;
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One or more co-investors that wish to make direct investments (i.e., not through an Other Investment Vehicle) side-by-side with a Fund in a specific portfolio company investment, which from time to time include persons that are also Limited Partners in one or more Funds and/or persons that are not Limited Partners in any Funds; and
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One or more co-investors acting as “co-sponsors” with H&F with respect to a specific transaction, which from time to time include persons that are also Limited Partners in one more Funds and/or persons that are not Limited Partners in any Funds.
H&F must first determine which Fund Family or Families or Other Investment Vehicle(s) are eligible to participate in an investment opportunity, including follow-on investments. H&F assesses whether a particular Fund Family or Other Investment Vehicle are eligible to participate in an investment opportunity based on factors such as the applicable Fund Family or Other Investment Vehicle’s Governing Documents, investment objectives, strategies, remaining commitments, investment period and structure and for follow-on investments, whether such Fund Family or Other Investment Vehicle are already invested in that portfolio company. H&F expects that from time to time investments will be appropriate for more than one Fund Family or for a Fund Family and Other Investment Vehicle(s) and H&F from time to time expects that it will allocate investment opportunities between more than one Fund Family or between a Fund Family and Other Investment Vehicle(s). With respect to follow-on investments, where more than one Fund Family and/or more than one Fund Family and one or more Other Investment Vehicle are
invested in such portfolio company, the follow-on investment opportunity may be allocated to one of such original investing Funds and not all of the initial Funds invested in such portfolio company. Once H&F determines which Funds are eligible to participate in an investment opportunity, it must determine how to allocate such opportunity among such Funds. The Funds are generally subject to investment allocation limitations (collectively, “Investment Allocation Requirements”). Investment Allocation Requirements are typically set forth in Governing Documents. To the extent the Investment Allocation Requirements of a Fund either (1) do not include applicable allocation procedures and/or (2) allow H&F discretion in making allocation decisions (including between Fund Families, among Funds within a Fund Family or between multiple Funds, including Other Investment Vehicles), H&F has adopted written policies and procedures regarding the factors it will consider in the allocation of such investment opportunities. Such written policies and procedures may be updated from time to time. Such policies and procedures provide that H&F will take into account such factors that it determines in its good faith discretion to be relevant, which may include, among others, its own interests, a Fund’s investment objectives, the diversification and composition of a Fund’s portfolio (including the actual, relative or potential exposure of a Fund to the type of investment opportunity in terms of its existing portfolio and investment concentration parameters) and the scope of a Fund’s investment mandate and whether the mandate is limited or otherwise restricted to specific types of investments/assets; the state of development of a prospective investment; the amount of required capital for the investment and minimum and maximum investment size requirements; the remaining capital commitments of the particular Fund and its projected future capacity for investments, and anticipated co-investment (if any); the anticipated future capital needs of a Fund and/or portfolio company; a Fund’s liquidity and reserves (including whether a Fund is able to commit to invest all capital required to consummate a particular investment opportunity); the seniority of an investment within the target portfolio company’s capital structure and other capital structuring criteria; any “ramp-up” period of a newly activated Fund; whether an investment opportunity requires additional consents or authorizations from the Fund, Limited Partners or other third parties; whether the investment opportunity would create a conflict of interest with respect to a Fund, H&F or its affiliates; lender covenants and other limitations; risk considerations, cash flow considerations and asset class and other investment restrictions; industry and other allocation targets; tax and accounting implications; regulatory, legal or contractual restrictions limiting the ability of a Fund to make such investment; whether an investment opportunity would enable a Fund to qualify for certain programmatic benefits or discounts that are not readily available to other Funds including, but not limited to, the ability to enter into credit arrangements with certain financial or governmental institutions; for follow-on investments, whether a Fund is already invested in such portfolio company; timing expected necessary to execute an investment; and other relevant investment factors. H&F makes allocation determinations based solely on H&F’s expectations at the time such investments and dispositions are made, however investments and their characteristics may change and there can be no assurance that an investment or disposition may prove to have been more suitable for another Fund in hindsight. In some cases, H&F’s observation and application of the Investment Allocation Requirements may affect adversely the price paid or received by a Fund, or the size of the position purchased or sold by the Fund. Without limiting the foregoing, H&F may also allocate an investment opportunity in whole or in part between a Fund or Fund Family and a successor fund or successor fund family or allocate an investment opportunity entirely to a successor fund or successor fund family.
From time to time certain investment opportunities involve interests in portfolio companies of one or more Funds that are part of a restructuring or similar transaction. In such instances, Limited Partners involved in such a transaction, from time to time, are given the option to roll over their existing interests or otherwise reinvest in such investment opportunities (for instance, through a newly formed Continuation Vehicle). As a result, other Funds may not be allocated all or any portion of such an investment opportunity, even if such opportunity falls within a Fund’s investment objectives or strategy. See “Conflicts of Interest - Continuation Transactions and Other Restructurings” below for further information. H&F will determine if the amount of an investment opportunity exceeds the amount H&F determines would be appropriate for the applicable Fund (after taking into account, if known, any portion of the opportunity allocated by contract to certain participants in the applicable deal, such as co-sponsors, consultants and advisors to H&F and/or the applicable Funds or management teams of the applicable portfolio company, certain strategic investors and other investors (some of which may or may not be Limited Partners) whose allocation is determined by H&F to be in the best interests of the applicable Funds), and any such excess is from time to time offered to one or more co-investors as set forth in the following paragraphs. Such allocation may be offered through other Funds, including Other Investment Vehicles, or through a direct investment into such portfolio company. However, allocating a portion of an investment opportunity for a coinvestment generally reduces the amount of the relevant investment opportunity that could have been taken by the 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. The amount, frequency and structuring of co-investments is at the discretion of H&F. Also, H&F from time to time may agree with Limited Partners or third parties (including, without limitation, service providers to H&F, the Funds and/or portfolio companies) to more favorable rights or prenegotiated terms with respect to co-investment opportunities, including with respect to discounts or rebates of, or no, performance-based compensation, management fees or administrative fees which would not be made available to other Limited Partners. To the extent any such arrangements are entered into, they may result in fewer co-investment opportunities being made available to the Limited Partners who do not participate therein. In addition, there may be circumstances where H&F determines, for strategic or other reasons, an amount that otherwise could have been invested by a particular Fund is instead allocated to one or more co-investors (including Other Investment Vehicles) or H&F may agree to allocate certain Limited Partners co-investment opportunities in consideration for them paying fees, performance-based compensation or other compensation or economic benefits. Where multiple Limited Partners have tailored arrangements with H&F in connection with co-investments which may include separate Co-Investment Vehicles established for the benefit of those Limited Partners to co-invest alongside a Fund or Funds, there is often variation across such Limited Partners in terms of the bespoke arrangements that such Limited Partners have agreed with H&F. In addition, the allocation of investments to Funds, including as described herein, can be expected to result in fewer co-investment opportunities to Limited Partners who do not participate therein. Furthermore, where Limited Partners previously have agreed co-investment arrangements with H&F, including separate Co-Investment Vehicles established for the benefit of those Limited Partners, it can be more efficient for H&F to allocate
co-investment opportunities to those Limited Partners which can be expected to result in more coinvestment opportunities being allocated to those Limited Partners and fewer co-investment opportunities to be available for allocation to other Limited Partners. In the case of Other Investment Vehicles that are formed specifically for an investment opportunity or opportunities, such Other Investment Vehicles are typically formed after the allocation of such investment opportunity is made to such Other Investment Vehicle, and therefore no further investment opportunities will generally be allocated to that Other Investment Vehicle other than potential follow-on investments. In addition, in the case of Other Investment Vehicles that are formed to make more than one investment alongside a particular Fund Family or more than one Fund Family, such Other Investment Vehicle will from time to time have a priority right to make co-investments with such Funds or follow-on investments in some or all of the investments made by such Funds. The existence of such a priority right will reduce or eliminate co-investment and follow-on investment opportunities available to other Limited Partners. In general, subject to any applicable co-investment allocation requirements set forth in the Governing Documents of the applicable Fund and/or any specific agreement with a Limited Partner, (i) no Limited Partner in a Fund has a right to participate in any co-investment opportunity, and investing in a Fund does not give a Limited Partner any rights, entitlements or priority to coinvestment opportunities, (ii) decisions regarding whether and to whom to offer co-investment opportunities, to whom to offer co-investment funds for one or more investments, the terms on which co-investment opportunities are made and the amount of such opportunities are each made in the sole discretion of H&F or, in the case of a deal-specific co-investment opportunity, other participants in the applicable transaction, such as co-sponsors, (iii) co-investment opportunities will be offered to some and not other Limited Partners in the applicable Funds or in other Funds, in the sole discretion of H&F, and Limited Partners are often offered a smaller amount of coinvestment opportunities than originally requested, (iv) some Limited Partners are offered fewer co-investment opportunities than other Limited Partners in the same Fund or in other Funds, with the same, larger or smaller capital commitments to such Fund (v) certain persons other than Limited Partners in the applicable Funds or other Funds (e.g., consultants, potential business partners, and/or service providers to H&F, the Funds and/or a portfolio company, persons associated with a portfolio company and other third parties including, without limitation, persons who H&F believes will provide a benefit to H&F, a Fund and/or one or more portfolio companies or who may provide a strategic sourcing or other benefits to H&F or a Fund) are offered coinvestment opportunities, in the sole discretion of H&F, and (vi) co-investors either purchase their interests in a portfolio company at the same time as the applicable Funds or purchase their interests from the applicable Funds after such Funds have consummated their investment in the portfolio company (also known as a post-closing sell down or transfer). Each co-investment opportunity (should any exist) is likely to be different and allocation of each such opportunity will be dependent upon the facts and circumstances applicable to that unique situation (e.g., timing, industry, size, geography, projected holding period, exit strategy and counterparty). H&F may from time to time grant certain Limited Partners or dedicated or standing side car co-investment vehicles preferential rights to participate in co-investment opportunities in Side Letters or other agreements with such Limited Partners. Additionally, non-binding acknowledgements of interest in co-investment opportunities do not require H&F to notify the recipients of such acknowledgements that there is a co-investment opportunity or offer such opportunity to such recipients. However, H&F may
agree to give particular co-investors, Funds, Other Investment Vehicles or other third parties priority access to co-investment opportunities. The existence of such priority or other contractual co-investment access rights could affect H&F’s decision to offer certain opportunities for coinvestment and could limit the ability of Funds or their Limited Partners to be offered certain coinvestment opportunities. Funds from time to time also sell down interests in their portfolio companies to co-investors, which could include Limited Partners and/or other third parties. In determining how to allocate co-investment opportunities (including, without limitation, sideby-side co-investment rights), H&F may exercise its discretion and may, consider, in addition to its own interest, some or all of a wide range of factors, that it deems relevant, including, without limitation: •
H&F’s estimate of the expected additional equity commitment (or range of equity commitments) such investing Funds require from one or more co-investors to execute upon or consummate a potential investment opportunity;
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H&F’s evaluation of the size and financial resources of the potential co-investor, including their commitment to the relevant Funds considering the investment, and H&F’s perception of the ability of that potential co-investor (in terms of, for example, staffing, expertise, and other resources or similar synergies) to efficiently and expeditiously participate in the investment opportunity with the relevant Fund(s) without harming or otherwise prejudicing such Fund(s), in particular when the investment opportunity is time-sensitive in nature, as is typically the case (including whether the potential co-investor has a complicated tax structure that would require particular structuring implementation or covenants that would not otherwise be required);
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H&F’s desire to limit or minimize the number of potential co-investors approached on any investment opportunity, for various reasons including, without limitation, in order to (a) reduce the chances of an inadvertent disclosure of the existence of an investment opportunity and/or other confidential information, (b) reduce the amount of additional due diligence burden or post-closing administrative burden on the potential investment, to (c) reduce any delay in timing caused by the inclusion of additional potential co-investors;
•
Whether a potential co-investment party has a history of participating in co-investment opportunities and H&F’s evaluation of its past experiences and relationships with the potential co-investor, such as the willingness or ability of the potential co-investor to respond promptly, efficiently and/or affirmatively to potential investment opportunities previously offered by H&F;
•
H&F’s evaluation of the character and nature of the co-investment opportunity (including the potential co-investment amount, structure, geographic location, tax characteristics and relevant industry);
•
Level of demand for participation in such co-investment opportunity;
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Preferences and requests of other sponsors or investors participating in the investment, including, without limitation, whether such potential co-investor is also an investor or potential investor in such other sponsors’ funds or investors.
•
Whether a potential co-investor would require any governance rights that would complicate the transactions (or alternatively, whether a potential co-investor would be willing to defer to H&F and assume a passive role in governing a portfolio company);
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The ability of a potential co-investor to aid in operating or monitoring a proposed investment opportunity, the possession of certain expertise by a potential co-investor and/or the potential co-investor’s chemistry with the management team of the proposed investment opportunity;
•
Whether the potential co-investor has any existing positions in the proposed investment opportunity;
•
Any interest a potential co-investor has in any competitors of the proposed investment opportunity and whether there are competitive dynamics with the potential co-investor itself;
•
The ability of a potential co-investor to hold investments for longer periods of time (or indefinitely);
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H&F’s evaluation of whether the investment opportunity may subject the potential coinvestor to legal, regulatory, confidentiality, competitive, reporting, public relations, media or other burdens or limitations that make it less likely that the potential co-investor would act upon the investment opportunity if offered;
•
H&F’s evaluation of whether the profile or characteristics of the potential co-investor may have an impact on the viability or terms of the proposed investment opportunity and the ability of the Funds to take advantage of such opportunity (for example, if the potential coinvestor is involved in the same industry as a target company in which such Fund wishes to invest, or if the identity of the potential co-investor, or the jurisdiction in which the potential co-investor is based, may affect the likelihood or timing of such Fund being able to capitalize on a potential investment opportunity);
•
H&F’s evaluation of whether the investment by the potential co-investor may subject the portfolio company to additional legal, regulatory, confidentiality, competitive, reporting, public relations, media or other burdens or limitations;
•
Whether the potential co-investor has already formed a Co-Investment Vehicle to invest alongside the applicable Fund;
•
Economic interests of H&F and/or the applicable General Partner (including, for example, entitlement to additional management fees, administrative fees, profits interests and/or carried interest);
•
Whether the potential co-investor will make commitments to invest in other Funds, (including concurrently with the applicable co-investment) as well as commitments to future funds raised by H&F;
•
Whether the co-investment opportunity is being provided in connection with a potential investment in or acquisition of interests through a secondary transfer of the Funds (i.e., a stapled co-investment opportunity);
•
H&F’s assessment of the likelihood of a successful syndication of the co-investment opportunity;
•
The sourcing of the potential investment opportunity; and
•
Whether H&F believes, in its sole discretion, that allocating investment opportunities to a potential co-investor will help establish, recognize, strengthen and/or cultivate relationships that may provide, directly or indirectly, longer-term benefits (including strategic, sourcing or similar benefits) to current Funds or successor funds and/or whether the potential co-investor has demonstrated a long-term continuing commitment to the success of current Funds or successor funds or whether such potential co-investor would hinder the same.
The factors above are not listed in order of importance or priority and H&F is not required to, and does not, consider all of the factors described above in any particular investment and some factors may be more or less important depending upon the nature of the particular investment and attendant circumstances. H&F’s exercise of its discretion in allocating investment opportunities among potential co-investors in the manner discussed above will not result in proportional allocations among such persons, and such allocations from time to time will be more or less advantageous to some such persons relative to other such persons. For example, H&F may be incentivized to offer a co-investment opportunity to certain persons over others based on its economic arrangement with such persons or the desire for such persons to invest in other Funds (including, for example, whether H&F is entitled, under arrangements made with certain potential co-investors, to additional management fees, administrative fees, profits interests, carried interest or other benefits based on the availability of co-investment opportunities offered to such parties). H&F expects that these factors will lead H&F to favor some potential co-investors over others with respect to the frequency with which H&F offers them co-investment opportunities. H&F also expects to allocate certain co-investors a greater proportion of an investment opportunity than others as a result of these factors. In addition, the selection of certain co-investors could result in increased legal or regulatory burdens, as well as operational limitations on the portfolio company, leading to adverse effects on performance and/or increased costs borne by the Funds and/or portfolio companies pre- and/or post-investment. While H&F determines how to allocate investment opportunities using its best judgment, considering such factors as it deems relevant, but in its sole discretion, there can be no assurance that a Fund’s actual allocation of an investment opportunity, if any, or the terms on which that allocation is made will be as favorable as they would be if the conflicts of interest to which H&F is subject, discussed herein, did not exist. In the event H&F determines to offer an investment opportunity to co-investors, the investing Funds bear the risk that any or all excess portion of an investment being offered to co-investors is not sold or is sold on unattractive terms. Moreover, an investment by the applicable Funds that is not syndicated to co-investors as originally anticipated could significantly reduce such Funds’ overall investment returns. Therefore, it is possible that if a Fund overcommits to an investment, it will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risk. There can be no assurance that (a) H&F will be successful in offering a co-investment opportunity to potential co-investors generally or to specific coinvestors, whether in whole or in part, (b) the closing of such co-investment will be consummated in a timely manner, if at all, (c) the co-investment will take place on the terms and conditions that will be preferable for the Fund or (d) expenses incurred by the investing Funds with respect to the
syndication of the co-investment will not be substantial. In the event that H&F is not successful in offering a co-investment opportunity to potential co-investors or determines to offer an investment opportunity to more than one Fund and one such Fund is unable to make such investment, in each case, in whole or in part, one Fund will consequently hold a greater concentration in such investment and have exposure in the related investment opportunity greater than was initially intended, which could make the Fund(s) more susceptible to fluctuations in value resulting from adverse economic and/or business conditions with respect thereto. Further, it is possible that a potential co-investment party may experience financial, legal or regulatory difficulties and may, from time to time, have economic, tax, regulatory, contractual or other business interests or goals that are inconsistent with those of a Fund and as a result, may take a different view from H&F as to appropriate strategy for an investment or may be in a position to take a contrary action to a Fund’s investment objective. Therefore, if a Fund commits to an investment with the intent of syndicating a portion of such investment, it is possible that Fund will be required to hold a greater share of the investment than intended if it is unable to syndicate the investment. Conversely, syndications of investments to co-investors or syndications of investments by a Fund to other Funds and/or other third-party investors may result in the Fund investing less than it otherwise would have in the related investments, subject to H&F’s allocation policy. Further, syndicating a portion of an investment in a publicly traded portfolio company post-closing to co-investors may limit the Fund’s ability for six months thereafter to invest additional amounts in publicly traded securities of such portfolio company because of U.S. federal securities laws. In addition, as determined to be fair and equitable by H&F, where an investment opportunity is allocated to a Fund as well as co-investors, the Fund from time to time will bear a disproportionate allocation of the risks associated with the transaction without being compensated for assuming such risks since the Fund from time to time will bear the entire portion of any fees, costs and expenses related to investment opportunities including, but not limited to, break-up fees and co-investors are generally not direct parties to equity commitment arrangements or guarantees. Where the investment by a co-investor (which may include a Limited Partner or an Other Investment vehicle) closes after a Fund’s initial investment, subject to the Governing Documents and H&F’s determination of what is fair and equitable, H&F typically charges such co-investor interest costs but not other general financing facility costs arising out of such borrowing facilities, such as origination and other costs. As a result, such costs may continue to be borne by the relevant Fund instead of the co-investor. Such fees and/or costs do not constitute Other Fees and thus are not subject to the Other Fee Offset arrangements described in Item 5 above, to the extent applicable. Limited Partner Interest Transfers Pursuant to each Fund’s Governing Documents, H&F, in its sole discretion, will determine whether to consent to a transfer of an interest in a Fund by its Limited Partners, whether such transfer is to an existing Limited Partner, thus increasing such Limited Partner’s ownership of that Fund or another Fund, or to a new Limited Partner and may, for the avoidance of doubt, deny any such consent in its sole discretion. In exercising such discretion H&F considers its own interests as well as certain factors that include, without limitation, some or all of the factors listed above under “Conflicts of Interest – Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities” as well as the following factors:
•
H&F’s evaluation of the financial resources of the potential purchaser, including its ability to meet capital contribution obligations;
•
H&F’s perception of its past experiences and relationships with the potential purchaser;
•
H&F’s perception of potential benefits to the Funds or future funds, including its belief that the potential purchaser would help establish, recognize, strengthen and/or cultivate relationships that may provide indirectly longer term benefits to Funds or future funds or whether such potential purchaser would hinder the same;
•
H&F’s perception of whether the potential purchaser is a competitor to H&F, a Fund, a portfolio company or any future fund or portfolio company;
•
Requirements in such Fund’s Governing Documents;
•
The maturity of the applicable Fund, including the proximity to activation of such Fund and whether and to what extent such Fund was oversubscribed;
•
Whether the potential purchaser would subject H&F, the applicable Fund, or their affiliates to legal, regulatory, contractual, administrative, reporting, public relations, media or other burdens or other limitations;
•
A potential purchaser’s investment into another Fund (including any potential commitment, or agreement to make a commitment, to an existing or future Fund);
•
The impact such transfer would have on such Fund’s credit facilities, if any; and/or
•
Such other facts as it deems appropriate under the circumstances in exercising such discretion.
The factors above are not listed in order of importance or priority and H&F is not required to, and does not, consider all of the factors described above in any particular transfer and some factors may be more or less important depending upon the nature of the particular transfer and attendant circumstances. Additionally, from time to time H&F becomes aware of existing investors in a Fund (including existing investors that are affiliated with H&F (such as friends and family investors or current or former employees or Partners) that are interested in selling their interests in a Fund) and/or other third-party investors that are interested in acquiring interests in a Fund through a secondary transfer. In such instances H&F could, in its sole discretion and without providing notice to all investors in the Fund, introduce such parties to potential counterparties, including, without limitation, certain Fund investors. It is possible that any such introduction will ultimately result in an investor in a Fund obtaining liquidity (which could be at a price that reflects a premium or discount to net asset value) and/or being able to transfer its interests prior to other investors in the Fund that are also seeking to transfer their interests and obtain liquidity. H&F has no obligation to prioritize any specific Fund investor seeking to transfer its interests or treat Fund investors equally in regard to transfers of interests. Subject to the applicable Fund’s Governing Documents, H&F may, in its discretion, identify secondary transferees (including through structured or stapled processes or tender offers), which
may include the applicable Fund’s General Partner, its affiliates or persons affiliated with H&F (such as friends and family investors or current or former employees or Partners), and has no obligation to notify all investors, to “shop” such opportunities broadly, to solicit competitive bids, to obtain third-party valuations or fairness opinions, to seek the highest price, or to obtain Advisory Board approval for pricing or other terms. Secondary transfers can occur in a variety of situations, including where an investor is seeking to transfer its interest or be released from its commitment to a Fund and other, similar circumstances. Purchases by the applicable General Partner, its affiliates, personnel and/or other related persons can create conflicts, including pricing and valuation judgments (including transactions at discounts to net asset value without market checks), information asymmetries, allocation of opportunities and expenses, effects on management fees and carried interest, incentives to favor purchasers that provide (or are expected to provide) commitments to other H&F-advised vehicles, reliance on internal valuations that may differ from realized values, and conflicts where purchase financing is provided by the applicable General Partner or its affiliates. H&F exercises discretion in selecting and introducing purchasers (e.g., based on ability to fund commitments, relationship history, and regulatory considerations) without notice to all investors and without any obligation to offer opportunities pro rata, and will obtain any approvals or consents required by the applicable Governing Documents or law. Selection of Providers of Debt or Equity Financing From time to time the Funds, their affiliated entities or their portfolio companies require financing in connection with their operations or acquisition transactions, and from time to time Limited Partners provide such financing. This could occur in numerous scenarios, including debt or equity interests as well as private or public offerings, and including, for example, where one or more Limited Partners participate as an anchor or passive investor. In addition, from time to time the portfolio investments of the Funds, and investment vehicles advised by such portfolio investments may provide such financing. This could occur in similar numerous scenarios, including debt or equity interests as well as private or public offerings. In addition, portfolio investments of one Fund may provide debt or equity financing to a portfolio investment of a different Fund. While H&F or its personnel typically do not expect to receive or retain any fees or commissions in connection with such services, H&F may do so from time to time in the future, including when cosponsors to the transaction receive such fees. In such case, any fees or commissions received by H&F would be subject to the Other Fee Offset (as described above). In either case, H&F has a conflict in determining which Limited Partners or portfolio investments will participate in such financing. While H&F does not always have discretion in determining the financing terms and the providers of such financing, to the extent H&F exercises discretion over such financing terms and the providers of such financing, in exercising its discretion to select Limited Partners and/or portfolio investments as providers of such financing, H&F considers some or all of a wide range of factors, which include, but are not limited to, its own interests or those of a particular Fund or portfolio investment and/or one or more of the following factors: •
The commitment and/or financing terms offered by such potential provider of financing;
•
H&F’s estimate of the expected commitment quantum needs and financing needs, as well as the expected financing timing;
•
H&F’s evaluation of the size, financial resources and creditworthiness of the potential provider of financing considering the financing, including their commitment to the relevant Funds and their direct or indirect interest in the applicable portfolio company, as well as H&F’s perception of the ability of that provider of financing (in terms of, for example, staffing, expertise and other resources or similar synergies as well as the anticipated amount of negotiations required) to efficiently and expeditiously participate in the financing opportunity without harming or otherwise prejudicing such financing, in particular when the financing opportunity is time-sensitive in nature, as is typically the case;
•
H&F’s desire to limit or minimize the number of potential providers of financing approached on any financing opportunity for various reasons, including, without limitation, in order to (a) reduce the chances of an inadvertent disclosure of the existence of the financing opportunity or related transaction and/or other confidential information, (b) reduce the amount of additional due diligence burden on the potential financing, and (c) reduce any delay in timing caused by the inclusion of a new potential provider of financing;
•
Whether a potential provider of financing has a history of participating in financing opportunities and H&F’s evaluation of its past experiences and relationships with the potential provider of financing, such as the willingness or ability of such provider of financing to respond promptly, efficiently and/or affirmatively to potential financing opportunities previously offered;
•
Concentration and composition within the capital structure or debt tranche or syndication and ease of administering capital structure or debt going forward;
•
H&F’s evaluation of whether the financing may subject the potential financing source to legal, regulatory, reporting, public relations, media or other burdens or limitations that make it less likely that the potential financing source would act upon the financing opportunity if offered or more likely that the portfolio company will be adversely affected;
•
H&F’s evaluation of whether the profile or characteristics of the potential financing source may have a negative impact on the portfolio company (for example, if the potential financing source is involved in the same industry as the portfolio company or is invested in other companies as the same industry as the portfolio company, or if the identity of the financing source, or the jurisdiction in which the financing source is based, may affect the financing or the portfolio company);
•
H&F’s evaluation of whether the potential financing source may be able to support a portfolio company in the future including with respect to the ability to provide follow on financing and willingness to consider amendments to terms when requested.
•
The sourcing of the potential investment opportunity;
•
H&F’s assessment of the prevailing market conditions and likelihood of a successful syndication of the financing; and/or
•
Preferences and requests of other sponsors or investors investing or invested in the company, including, without limitation, whether such potential financing source is also an investor or potential investor in such other sponsors’ funds or investors or other relationships they have with such other sponsors or investors.
•
Whether H&F believes, in its sole discretion, that allocating financing opportunities to a potential financing source will help establish, recognize, strengthen and/or cultivate relationships that may provide, directly or indirectly, longer-term benefits (including strategic, sourcing or similar benefits) to a Fund or successor fund.
The factors above are not listed in order of importance or priority and H&F is not required to, and does not, consider all of the factors described above in any particular transaction and some factors may be more or less important depending upon the nature of the particular transaction and attendant circumstances. Other Transactions Involving Limited Partners From time to time a Fund or Funds may purchase investments or assets from or sell investments or assets to Limited Partners or their related parties. In addition, from time to time H&F will assist in facilitating transactions in portfolio company interests that may include Limited Partners or third parties. The buying and/or selling parties to such transactions may not include H&F or its Funds. While H&F or its personnel typically do not receive or retain any fees or commissions in connection with these other transactions involving Limited Partners, H&F may do so from time to time in the future, including when co-sponsors to the transaction receive such fees. In such case, any fees or commissions received by H&F would be categorized as Other Fees and would be subject to the Other Fee Offset (as described above). In either case, H&F has a conflict in determining which Limited Partners, if any, will participate in such transactions and there can be no assurance that such transactions will ultimately prove to be (directly or indirectly) the most profitable or advantageous course of action for the applicable Fund(s) or portfolio companies. For example, where H&F, the Fund(s) and/or the portfolio companies are party to the transaction, there can be no assurance that any investment or asset sold by a Fund or portfolio company to, or purchased by a Fund or portfolio company from, a Limited Partner or any of their respective related parties will be valued at or allocated a sale price that is higher, or a purchase price that is lower than might otherwise have been the case if such asset were sold to or purchased from a third party rather than to a Limited Partner or their related parties. The transaction price for such transactions will be mutually agreed by H&F, the Funds or such portfolio company and such seller(s) or purchaser(s); however, determinations of transaction prices involve a significant degree of judgment by H&F. To the extent legally permissible, such transactions generally will not involve a third party (whether a third-party bid, third party valuation or otherwise) or a fairness opinion delivered to the applicable Fund or portfolio company that could serve to mitigate such conflicts through independent pricing validation. Further, such transactions are not subject to the approval of a Fund’s Advisory Board. Any such transactions will comply with the Governing Documents of the applicable Fund(s). To the extent the Firm selects the party(ies) to the above transactions that are Limited Partners (whether or not the Limited Partner is transacting with H&F, a Fund or a portfolio company), H&F considers some or all of the factors listed above under “Conflicts of Interest – Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities”, “Conflicts of Interest – Limited Partner Interest Transfers” or “Conflicts of Interest – Selection of Providers of Debt or Equity Financing ”.
Allocation of Fees and Expenses From time to time H&F will be required to decide whether certain fees, costs and expenses should be borne by a portfolio company or a Fund, on the one hand, or H&F, another Fund, a portfolio company of another Fund or another party, on the other hand, and/or whether certain fees, costs and expenses should be allocated between or among H&F, the Funds, portfolio companies and/or other parties. Certain expenses are the obligation of one particular Fund and will be borne by such Fund and certain expenses are the obligation of multiple Funds and/or entities and thus are allocated among multiple Funds/or and entities. In exercising its discretion to allocate fees and expenses, H&F is faced with a variety of potential conflicts of interest. Any such conflict will be resolved as required by the applicable Governing Documents, H&F’s allocation policies or, if not addressed therein, otherwise in a fair and equitable manner as determined by H&F in its sole discretion. This includes the allocation of fees and expenses incurred in connection with the management of a Fund between H&F and the applicable Fund or portfolio company as well as the allocation of fees and expenses among particular Fund Families, among particular Funds within a Fund Family, Other Investment Vehicles and/or among portfolio companies. H&F will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or advisable. H&F considers a variety of considerations when allocating expenses and uses methods that H&F believes are appropriate and these methods will vary depending on the type of expense. Such allocation determinations are inherently subjective and give rise to conflicts of interest due to inherent biases in the process. Additionally, H&F may have an incentive to allocate expenses to a particular Fund or Other Investment Vehicle because, for example, different Funds and/or Other Investment Vehicles will have different fee arrangements, and H&F would have an incentive to allocate fewer expenses (including dead deal costs (as described below) to higher fee paying vehicles). The appropriate allocation among Funds and co-investors of costs, expenses and fees generated in the course of evaluating potential investments which are not consummated, such as, without limitation, out-of-pocket fees associated with due diligence, attorney fees, accounting, advisory and consulting fees, expert network fees, data and information fees, research, subscription and data fees, applicable fees, costs and expenses of lenders, investment banks and other financing sources, any broken deal fees including reverse termination fees, termination or other similar fees, commitment fees that become payable in connection with a proposed investment, extraordinary expenses such as litigation costs and judgments, any deposits or down payments of cash or other property which are forfeited in connection with a proposed investment that is not consummated, and the fees of other professionals (“dead deal costs”), will be determined by H&F in its good faith discretion, consistent with the Governing Documents of the Funds, as applicable. In connection with evaluating a potential investment that is not consummated a Fund will incur dead deal costs. Such dead deal costs are, from time to time, rolled forward and capitalized into a subsequent transaction consummated by a successor Fund and/or other Fund or Other Investment Vehicle or such original Fund together with such other Funds and/or Other Investment Vehicles. In such event, the other Fund(s) and/or Other Investment Vehicle(s) that were not participating in the original unconsummated transaction may be responsible for bearing a portion of dead deal costs incurred by the original Fund. See further discussion regarding related conflicts below.
If multiple Funds evaluate a potential investment that is not consummated, H&F generally allocates the dead deal costs among the Funds based on the anticipated investment of each Fund. Where an Other Investment Vehicle is created on a deal-by-deal basis or is created to invest in several transactions simultaneously or in a series of related transactions and would generally not have been established were an investment not consummated, such fees and expenses are not expected to be allocated to such an Other Investment Vehicle. Notwithstanding the foregoing, if the potential investment is not consummated and co-investors have entered into binding commitments to invest in the potential transaction (either directly or indirectly through an Other Investment Vehicle), dead deal costs may be, and from time to time are, borne solely by the Funds anticipated to participate in such investment, subject to negotiation with the co-investors, may be borne solely by such Funds as well as such Other Investment Vehicle and/or co-investors based on their anticipated investment in the potential transaction, or may be allocated pursuant to such other allocation methodology as determined appropriate in good faith by H&F. Where a CoInvestment Vehicle is established to invest in more than one co-investment opportunity, dead deal costs are generally allocated to such Co-Investment Vehicle only where one or more Limited Partners of such Co-Investment Vehicle have elected to participate in or otherwise not declined to participate in the potential co-investment opportunity and the opportunity is then finally allocated by H&F to such Co-Investment Vehicle. If a co-sponsor participates in an unconsummated potential investment opportunity, typically such co-sponsor would, subject to negotiation with such co-sponsor, bear its share of such fees and expenses based on the anticipated investment by such co-sponsor. In addition, certain expenses of an Other Investment Vehicle or co-investor (including those related to its organization and formation and other expenses incurred solely for the benefit of the Other Investment Vehicle or co-investor, as well as expenses incurred in connection with making and holding an investment) are from time to time, subject to negotiations with the co-investors, borne by the Funds participating in such investment (and not the co-investors or investors in such Other Investment Vehicle). With respect to allocating other expenses among Fund(s), Other Investment Vehicles, portfolio companies or third parties (and including, without limitation, Local Companies), as appropriate, to the extent not addressed in the Governing Documents of a Fund or H&F’s allocation policy, H&F will make any such allocation determination in a fair and reasonable manner using its good faith judgment, notwithstanding its interest (if any) in the allocation, which may include, but is not limited to, pro-rata allocation based on the respective investment (or anticipated investment) in a transaction, pro-rata allocation based on capital commitments, remaining commitments or remaining cost of a Fund and/or Other Investment Vehicle, allocation based on the relative benefit received by a party, per Fund, entity or Partner allocation, allocation based on complexity or the type or level of services, allocation based on the number of Funds or entities, allocation taking into account the needs of the structure of a particular investment or entities involved, allocation based on estimates of time spent on the relevant services or a flat amount for the relevant service, allocation based on vendor invoice or such other fair and equitable method as determined by H&F. The allocation may not be proportional as certain Funds and/or Other Investment Vehicles have different expense reimbursement terms, including with respect to management fee offsets. In addition, there can be no assurance that the amount of fees or expenses allocated to a particular Fund, portfolio company or other entity will be proportional to the amount of hours worked, the amount or tangible work product generated or the benefit received, including without limitation
where such allocation is based on estimates, a flat fee or other similar fixed amounts. Generally, certain fees and expenses that are not specifically related to an Other Investment Vehicle or to an investment made by an Other Investment Vehicle are payable by the Funds and not the Other Investment Vehicles themselves. H&F will make any corrective allocations and take any mitigating steps if it determines such corrections are necessary or appropriate. Notwithstanding the foregoing, the portion of an expense allocated to a Fund, portfolio company or other entity for a particular service will not always reflect the relative benefit derived by such Fund, portfolio company or other entity from that service in any particular instance and H&F from time to time determines an allocation of expenses to be fair and equitable even where a Fund, portfolio company or other entity is required to bear more than its proportional share of such fees or expenses relative to H&F, another Fund, a portfolio company and/or another party receiving the same service or participating in the same transaction. Also, the consideration of whether a portfolio company, Fund, H&F or other entity will bear an expense is in certain circumstances expected to result in H&F determining that it is equitable for a Fund, portfolio company or other entity to bear more than its pro rata portion of certain fees, costs and expenses (including dead deal costs). H&F’s discretion in making such determination creates a potential conflict of interest as H&F may have an incentive to allocate expenses to a particular Fund, Other Investment Vehicle, portfolio company or other entity over another Fund, Other Investment Vehicle, portfolio company or other entity , and does have such an incentive where such allocation could benefit itself. In addition, a Fund or portfolio company will bear more or less of a particular expense based on the methodology used, and a Fund portfolio company will bear more or less of a particular expense based on the number of allocable parties H&F selects to bear the expense in its initial allocation determination. When making expense allocation determinations, H&F generally will allocate an expense to one or more allocable parties that are in existence and identified as such at the time the expense allocation determination is made. Accordingly, it can be expected that in certain cases allocable parties that were not in existence or otherwise identified as allocable parties at the time an expense is allocated will ultimately benefit from a particular expense, without having borne any portion of such expense, and in such cases H&F will not re-allocate the expense to each such future allocable party, and such future allocable part(ies) will benefit at the expense of other allocable parties, including the Funds. See “Conflicts of Interest – Other Potential Conflicts” below for further information. H&F and/or the Funds from time to time enter into arrangements with External Advisors who provide services (which, among other things, may include operational and industry expertise, serving on the board of directors of one or more portfolio companies or relating to deal-sourcing and investment opportunities), for which such External Advisors are paid compensation or other fees (which from time to time includes profits interest, equity or equity-related interests in the Funds and/or portfolio company or other incentive-based compensation) and/or are reimbursed for certain expenses. Any fees and expenses associated with such External Advisors will generally be allocated to the applicable Fund(s) or portfolio companies, consistent with the allocation process described above. H&F and/or the Funds from time to time cause Funds to bear all or part of the cost and expense of engaging certain third-party service providers, including External Advisors, on behalf of a portfolio company. If such Fund is not the sole shareholder of such portfolio company, other
shareholders will benefit from the costs incurred by such Fund and may not reimburse such Fund for their pro rata portion of the cost of any such service provider. H&F may, from time to time, consider and reject an investment opportunity on behalf of one Fund and H&F may subsequently determine to have another Fund consider or make an investment in the same company. In making any such allocation or reallocation determination, H&F will consider a variety of factors, including those set forth above under “Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities.” Conflicts of interest arise in connection with such a reallocation, including those set forth above under “Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities.” A conflict of interest arises because one Fund will, in such circumstances, benefit from the initial evaluation, investigation and due diligence undertaken by H&F on behalf of the original Fund for which the investment was initially considered. In certain cases, such reallocation determination can be expected to occur after a significant period of time has passed and the Fund to which the investment was originally allocated has incurred substantial out-of-pocket expenses in connection with evaluating, investigating and diligencing such investment. In such circumstances, the benefiting Fund(s) will not generally be required to reimburse the original Fund for expenses incurred in connection with such investment, even if H&F determines, in good faith, that the investing Fund(s) benefited from the initial researching Fund’s research and diligence. H&F experiences conflicts of interest in connection with causing one Fund to incur expenses that may ultimately benefit another Fund, and similarly experiences conflicts of interest in determining the need for, calculating the amount of, and effecting any such reimbursement, as such arrangements may involve the discharge of a liability that one Fund owes to another Fund, and in all such cases these determinations, calculations, and terms are not arm’s length arrangements and there can be no assurance that the allocation of such expenses is in the best interest of the Funds. There can be no assurance that the amounts reimbursed to the original Fund will be commensurate with the benefit received by the investing Fund. In addition, in the event that H&F allocates an investment opportunity between a Fund and a successor fund that has not yet been activated, or entirely to a successor fund that has not yet been activated, such Fund will pay all expenses incurred with respect to such investment opportunity prior to activation of the successor fund, including expenses attributable to the successor fund’s share of the investment. In such case, once activated, the successor fund will reimburse such Fund for its share of such expenses, without interest. While highly unlikely, it is possible that such successor fund is not ultimately activated, in which case such Fund would bear all expenses incurred with respect to such investment, including the share that would have been borne by the successor fund. In addition, there are also other occasions when one Fund (the “Payor Fund”) pays an expense common to multiple funds or payable by other Funds and/or Other Investment Vehicles (each, an “Allocated Vehicle”) (e.g., legal expenses for a transaction in which such Allocated Vehicles participate or are expected to participate or expert network fees for diligence calls that benefit more than one Allocated Vehicle). In any such case, each Allocated Vehicle will reimburse the Payor Fund for its allocated share of such expenses, without interest charged on such reimbursed amount by the Payor Fund to the Allocated Vehicle. Where the Allocated Vehicles are successor funds, the Allocated Vehicles will reimburse the Payor Fund following activation of the Allocated Vehicles which, for the avoidance of doubt, may be an extended period of time after the cost is borne by the Payor Fund and may extend beyond such activation until a credit facility is established by such Allocated Vehicles or such Allocated Vehicles call capital. While highly
unlikely, it is possible that one of the Allocated Vehicles could default on its obligation to reimburse the Payor Fund. Continuation Transactions and other Restructurings H&F has in the past established, and may, from time to time in the future, establish Continuation Vehicles to effectuate Continuation Transactions to facilitate the purchase of one or more investments from one or more Funds, either separately or in connection with or alongside another Fund or Funds also investing in such investment (often where one or more of the selling Funds is approaching the end of its term), and/or, as part of such Continuation Transactions, establish Extended Duration Vehicle(s) in connection with elections provided from time to time to the selling Fund(s)’s Partners to rollover their existing Fund investment into a new investment vehicle. The affiliated nature of these transactions and H&F’s involvement with both the selling and purchasing entities give rise to conflicts of interests, including those discussed below under “Conflicts of Interest – Cross Transactions.” In addition, H&F has an incentive to maximize the purchase price for the investments on behalf of the selling Fund(s) which would benefit H&F by potentially making it more likely that H&F will earn carried interest (or will earn more carried interest) with respect to the selling Fund(s) to the detriment of a purchasing Fund and/or Other Investment Vehicle. Furthermore, following a Continuation Transaction, H&F will from time to time be entitled to receive management fees, administrative fees, profits interest and/or a carried interest with respect to the purchasing Continuation Vehicles and, where applicable, Extended Duration Vehicle(s) and/or Fund(s), which it would not receive if the investments were sold to an unrelated third party. Accordingly, a Continuation Transaction benefits H&F because H&F may receive an aggregate amount of fees and carried interest greater than it otherwise would have received in a sale transaction to an unrelated third party. In the event that one or more Funds propose to sell any assets in a Continuation Transaction and that sale fails to close for any reason, the Fund(s) would typically bear the dead deal costs relating to the proposed transaction, including (without limitation) the costs of forming and marketing the Continuation Vehicle, as well as fees for services that would only have accrued to the benefit of certain subsets of Fund investors, such as where applicable, those electing to continue their participation, if the transaction had closed. Such amounts will under certain circumstances also include expenses that would have been attributable to Funds that were expected to participate in the Continuation Transaction that did not ultimately close. To the extent that another Fund or Other Investment Vehicle considers participating in a Continuation Transaction alongside a Fund, but ultimately does not participate, the Fund is expected to bear the expenses that would otherwise have been borne by the Fund or Other Investment Vehicle that opted out of the transaction. The allocation of Continuation Transaction expenses raises conflicts of interest, as described in “Conflicts of Interest – Allocation of Fees and Expenses.” The participating Fund is expected to bear such amounts irrespective of whether such Fund’s Advisory Board or Limited Partners, as applicable, has provided prior consent to the transaction and/or any such expense arrangements. A Continuation Transaction also gives rise to conflicts relating to the initial allocation of the transferred investments. A Continuation Vehicle and/or purchasing Fund(s)’s investment may be subject to allocations elected by Extended Duration Vehicle Limited Partners which will reduce the portion of an investment available to such Continuation Vehicle and/or purchasing Fund(s).
Where the purchaser is a Continuation Vehicle formed together with another Fund(s), the Continuation Vehicle may be subject to certain minimum allocation requirements, which would reduce the portion of the investment available to such other purchasing Fund(s). As a result, in each case the Continuation Vehicle and, where applicable, purchasing Fund(s) may be allocated a smaller or larger amount of an investment than H&F originally anticipated. Further, unless required by applicable law, there may not be other third-party market check or bidding process involved in a Continuation Transaction. In such case, the consideration paid by an Other Investment Vehicle and, where applicable, such other purchasing Fund(s), may be more or less than what the transferred investments are ultimately worth had they been sold to one or more other buyers in one or more separate transactions, including an outright sale to a third party. Further, such consideration paid by an Other Investment Vehicle and, where applicable, such other purchasing Fund(s), and is typically at a discount to the then-current valuation of the applicable investments. In addition, H&F may determine to share valuation information with investors in the Continuation Vehicle, which would provide such investors with more information than a typical buyer of a Fund’s portfolio companies. H&F will also provide information to potential investors in the Continuation Vehicle regarding the portfolio company, the proposed transaction and other matters and may provide less information to the selling Fund’s Limited Partners. H&F faces conflicts of interest in determining portfolio company valuations, the price at which the Continuation Transaction takes place, and what information is shared with particular investors. Following a Continuation Transaction, a Continuation Vehicle and/or Extended Duration Vehicle will often be invested in the same portfolio company as other Fund(s). Investments in the same portfolio company give rise to the conflicts of interest discussed below in “Conflicts of Interest – Investments made by more than one Fund, Fund Family or Other Investment Vehicle.” Furthermore, as part of a Continuation Transaction, one or more Other Investment Vehicles (whether Continuation Vehicles or Extended Duration Vehicles) and/or Fund(s) may be required to exit an investment at the same time and on the same terms. A conflict of interest exists because one Other Investment Vehicle or Fund(s) will from time to time have differences in strategy, existing portfolio, maturity of investments or liquidity needs and may be forced to exit an investment based on the strategy, existing portfolio, or liquidity needs of another Other Investment Vehicle or Fund(s) which can be to the detriment of the first Other Investment Vehicle and/or Fund(s). As a result, liquidity decisions may not be made in the best interest of each Other Investment Vehicle and/or Fund and there can be no assurance that that the return of an Other Investment Vehicle and/or Fund would be equal to and not less than another Other Investment Vehicle and/or Fund participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. Additionally, with Advisory Board consent (and, if applicable, consent of the Limited Partners of the applicable Other Investment Vehicles), certain entities, such as Other Investment Vehicles, may be given the opportunity to exit prior to additional Other Investment Vehicles and/or Fund(s). Consent from the relevant Funds’ Advisory Boards is obtained in connection with Continuation Transactions to the extent required by the applicable Funds’ Governing Documents. In such circumstances, members of one Fund’s Advisory Board often are also members of another Fund’s
Advisory Board and will be asked to approve such Continuation Transaction in their capacities as members of each Advisory Board. See “Conflicts of Interest - Side Letter and other Limited Partner Agreements or Arrangements; Advisory Board Rights” for a discussion of conflicts of interest arising in such circumstances. In addition, as noted above, H&F from time to time engages in other restructurings, including, for example, establishing Other Investment Vehicles for the purpose of purchasing one or more interests in a Fund or Other Investment Vehicle or acquiring Fund or Other Investment Vehicle assets on the secondary market or otherwise in connection with providing liquidity to Limited Partners other than in a Continuation Transaction or Extended Duration Vehicle context. Such transactions and restructurings involve similar conflicts of interest to those described above relating to Continuation Transactions and Extended Duration Vehicles. Additionally, H&F, in its sole discretion, may require investors in Other Investment Vehicles to invest in, or make a commitment to, a successor fund as a condition of participating in transaction with such Other Investment Vehicle. Such requirements may provide H&F with an opportunity to build valuable and/or strategic relationships with actual or potential investors in a Fund and/or a successor Fund. Cross Transactions H&F has in the past, and may in the future, cause one or more Funds to purchase investments from one or more other Funds, or cause one or more Funds to sell investments to one or more other Funds. The affiliated nature of these transactions and H&F’s involvement with both the selling and purchasing entities give rise to conflicts of interests, including those discussed above under “Conflicts of Interest – Continuation Transactions and other Restructurings.” H&F generally expects to engage in these types of transactions towards the end of the life of one Fund and/or upon the activation of a new Fund. The affiliated nature of these transactions and H&F’s involvement with both the selling and purchasing entities give rise to conflicts of interests, including those discussed above under “Conflicts of Interest – Continuation Transactions and other Restructurings” and such transactions may also involve the use of Continuation Vehicles. Such transactions create conflicts of interest because such buy and sell transactions may not fully expose such transactions to market forces and a Fund may therefore not receive the best price otherwise possible. Additionally, in connection with such transactions, H&F and/or its professionals (i) may have significant and perhaps not evenly balanced investments, or intentions to invest, in the Fund that is selling and/or purchasing such an investment or (ii) otherwise have a direct or indirect interest in the investment (such as through certain other participations in the investment). H&F will generally receive management or other fees in connection with their management of the relevant Funds involved in such a transaction and will generally be entitled to share in the investment profits of the relevant Funds. The payment by Funds of management fees, administrative fees, profits interests and/or carried interest at varying rates may create an incentive to transfer certain investments to Funds that pay management fees, administrative fees, profits interests or carried interest or pay such fees at a higher rate. To address these conflicts of interest, in connection with effecting such transactions, H&F will follow the conflicts of interest provisions of the relevant Fund’s Governing Documents. To the extent such matters are not addressed in such conflicts of interest provisions, H&F shall consider its duties to, and use its discretion to act in the best interests of, each Fund. In addition, the Governing Documents also provide for approval
of certain transactions (including of the type referred to above), such as approvals of the Advisory Board where one Funds sells an investment to another Fund. Principal Transactions Section 206 under the Advisers Act regulates principal transactions among an investment adviser and its affiliates, on the one hand, and the clients thereof, on the other hand. Very generally, if an investment adviser or an affiliate thereof proposes to purchase a security from, or sell a security to, a client (what is commonly referred to as a “principal transaction”), H&F must make certain disclosures to the client of the terms of the proposed transaction and obtain the client’s consent to the transaction. In connection with H&F’s management of the Funds, H&F has in the past, and may in the future, engage in principal transactions. H&F has established certain policies and procedures to comply with the requirements of the Advisers Act as they relate to principal transactions, including disclosures required by Section 206 of the Advisers Act be made to the applicable Fund(s) regarding any proposed principal transactions and that any required prior consent to the transaction be received. Warehousing H&F may use one or more warehousing methods to acquire investments for a Fund, including CoInvestment Vehicles, prior to the admission of Limited Partners. For example, H&F or one or more of its affiliates (including special purpose vehicles organized by H&F) may warehouse certain investments on behalf of a Fund and prior to the admission of Limited Partners the Fund may also acquire investments directly or indirectly through one or more holding vehicles. In such instances, such Fund will bear the costs and expenses of any warehousing methods. Any investments warehoused on behalf of the Fund will be conveyed to the Fund after the first closing of the Fund in exchange for an amount determined by H&F, consistent with the Governing Documents of the applicable Fund. Further Potential Value H&F may be unable to exit an investment during the standard life of a Fund, or H&F may believe that it would be suboptimal to exit an investment during that time, for example because H&F believes that the investment has not reached an appropriate level of maturity and/or stability or it still holds significant future upside. This could include, but is not limited to, a company for which a turnaround has not been completed, one that is not in the right part of the curve of what is believed to be a longer industry cycle, or one for which there is still a significant amount of value creation that can be done or future growth that is expected to occur. With respect to any investment that H&F does not believe it would be advisable to exit before the end of the life of the relevant Fund, it is possible that H&F would determine that the optimal solution is a Continuation Transaction. See “Conflicts of Interest – Conflicts Related to Continuation Transactions” above. In addition, H&F might also consider other possible solutions, such as the creation of a separate vehicle to hold long-lived assets, if permitted by and subject to any restrictions and requirements set forth in the applicable Governing Documents, including but not limited to obtaining any Advisory Board consent if required thereby. Such a transaction may crystallize the carried interest
that the General Partner of the applicable Fund is entitled to receive in respect of such investment, and H&F may not provide an option for Limited Partners to continue their participation in such investment at all, or on the same terms. Any transfer of assets to such a vehicle would again be done only in accordance with any applicable limitations in the applicable Governing Documents. Any of the above transactions may present conflicts of interest. For example, H&F itself and particular individuals involved in the decision to engage in the transaction may have different economics in the buying entity as compared to the selling entity or may have other economic incentives, including, without limitation, extending the hold period of an investment, rather than realizing it, in order to achieve a more favorable tax treatment. Such incentives may be at odds with the investment objectives of the Limited Partners. Management of the Funds H&F manages several Funds that have investment objectives similar to each other. Subject to the restrictions set forth in the Fund’s Governing Documents, H&F anticipates that it or its personnel will in the future establish one or more additional investment funds with investment objectives substantially similar to, or different (and potentially conflicting) from, those of the current Funds. Allocation of available investment opportunities between the Funds and any such investment fund could give rise to conflicts of interest. See “Conflicts of Interest – Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities” above. H&F from time to time gives advice or takes action with respect to the investments of one or more Funds that is not given or taken with respect to other Funds with similar investment programs, objectives or strategies. As a result, Funds with similar strategies will not hold the same securities or achieve the same performance. In addition, a Fund may not be able to invest through the same investment vehicles or have access to similar credit or utilize similar investment strategies as another Fund. These differences may result in variations with respect to price, leverage and associated costs of a particular investment opportunity. In addition, it is expected that personnel of H&F responsible for managing a particular Fund will be involved in other investment activities of H&F, such as responsibilities with respect to other Funds managed by H&F, including prior Funds as well as funds that are raised in the future, proprietary investments made by H&F and/or its personnel of the type made by a Fund (provided, that the Governing Documents provide that any investment opportunity consistent with a Fund’s purpose and available to such Fund or Funds must be first offered to such Funds), and they would be involved in internal H&F management matters as well as other activities permitted under the applicable Governing Documents. Conflicts of interest would arise in allocating time, services or functions of these personnel and H&F Personnel have an incentive to allocate more time, services or functions to the Fund or Funds from which such personnel derive a higher economic benefit and/or to better-performing Funds. H&F also receives, generates and/or aggregates various kinds of portfolio company data, other information and/or data analytics, including related to or created in connection with financial, industry, market, business operations, trends, budgets, plans, employees, contractors, customers, suppliers, competitors, sustainability and other metrics, financial information, commercial and transactional information, user data, cost data and other related data or information. This information, in certain instances, includes confidential and/or sensitive information received or
generated in connection with efforts on behalf of one Fund’s prospective investments or in connection with one Fund’s investment in, or monitoring of, a portfolio company. In furtherance of the foregoing, H&F from time to time enters formal or informal information sharing arrangements with portfolio companies. Subject to applicable legal, regulatory and contractual requirements, these information sharing arrangements are designed to allow H&F, the Funds and the portfolio companies to better discern economic or other trends and developments. H&F has in the past and is likely in the future to utilize such information to benefit H&F, certain Funds and/or Other Investment Vehicles and their respective portfolio companies. By receiving this information, H&F may be better able to anticipate macroeconomic and other trends and financial opportunities, develop investment strategies, identify opportunities for operational improvements or enhancement across portfolio companies, or identify specific investment or business opportunities. H&F also intends to utilize such data for purposes of identifying new investment opportunities or analyzing existing investments for the Funds and Other Investment Vehicles. Information from a portfolio company owned by a Fund may enable H&F to better understand a particular industry, enhance H&F’s ability to provide advice or direction to another portfolio company’s management team on strategy or operations and develop and execute investment strategies in reliance on that understanding for H&F and other Funds or Other Investment Vehicles that do not own an interest in such portfolio company, without compensation or benefit to such Fund or its portfolio companies. Further, data is expected to be aggregated across the Funds and Other Investment Vehicles and their respective portfolio companies and, in connection therewith, H&F is expected to serve as the repository for such data, including with ownership, use and distribution rights therein. H&F may also share data from a portfolio company of one Fund with a portfolio entity of another Fund or Other Investment Vehicle, which may increase a competitive disadvantage for, and indirectly harm, such portfolio company. In addition, data analytics based on inputs from one portfolio company may inform business decisions by other portfolio investments, or investment decisions by H&F, without the source of the data being directly compensated. H&F believes that its Funds and portfolio companies benefit from these arrangements in ways that would be difficult without the ability to aggregate data across the Funds, Other Investment Vehicles and portfolio companies. It is difficult, if not impossible, to measure exactly the benefits any particular entity receives from these kinds of arrangements, or to provide specific and direct monetary compensation for such information. Portfolio companies may incur incremental expenses in collecting and organizing information requested or required to be furnished to H&F (which expenses are indirectly borne by the Funds). H&F has already and is likely in the future in certain instances to use this information in a manner that provides a material benefit to H&F, the Funds, Other Investment Vehicles or their portfolio companies without compensating or otherwise benefiting the Funds (through a management fee offset or otherwise) or such portfolio companies from which such information was obtained. In addition, H&F may have an incentive to pursue investments in potential portfolio companies based on the data and information expected to be received or generated. Furthermore, except for (a) contractual obligations to third parties to maintain confidentiality of certain information or otherwise limit the scope and purpose of its use of distribution, (b) policies, practices and procedures designed to ensure confidentiality and (c) compliance with applicable data privacy laws, laws prohibiting insider trading, anti-competition laws and laws protecting national security interests, H&F is generally free to use data and information from a Fund’s activities, or that of its portfolio companies, in its sole discretion for the benefit of H&F, other Funds and Other Investment Vehicles.
Follow-on Investments Follow-on investments by one Fund and/or Other Investment Vehicle into a portfolio company of another Fund and/or Other Investment Vehicle presents conflicts of interest, including determination of the equity component and other terms of the new investment or financing as well as the allocation of the investment or financing opportunity in the case of follow-on acquisitions by one Fund and/or Other Investment Vehicle in a portfolio company in which another Fund and/or Other Investment Vehicle has previously invested. For example, portfolio companies of other Funds and/or Other Investment Vehicles may raise additional capital in the future at a time when the applicable Fund does not have sufficient reserves to take its pro rata share of such capital raise, or H&F otherwise determines that such Fund should not participate in such capital raise, and in such instances the Fund may take any amount that such other Fund and/or Other Investment Vehicle does not participate in. Given the potential benefits to the other Funds, Other Investment Vehicles and/or H&F itself (including, for example, as a result of higher valuations on its investment, the potential receipt of proceeds from the initial Fund’s investment or, if the company is distressed, the potential for additional financial support), H&F may be incentivized to cause other Funds and/or Other Investment Vehicles to invest in such companies and there can be no assurances that the related conflicts of interests (including as it relates to the valuation at which the other Funds and/or Other Investment Vehicles invest) will be resolved in a manner favorable to the Funds. In instances where a Fund invests at a significantly higher (or lower) valuation than the other Funds, Other Investment Vehicles and/or H&F or its affiliates or in a different part of the capital structure, the Funds will potentially have conflicting interests in the event that the value of the company declines (or increases) following the time of such Fund’s investment. An investment by a Fund in a portfolio company in which another Fund invests at a later stage may be made at a higher or lower valuation than the investment in such portfolio company by such other Fund and an investment by one or more other Funds in such portfolio company may dilute the original Fund’s interest in such portfolio company. There may be circumstances in which a portfolio company of a Fund requires additional capital, whether in connection with a disposition, refinancing or otherwise. H&F may determine that it would not be appropriate to allocate one or more follow-on investments in portfolio companies of one Fund to such Fund. This is particularly common as such Fund approaches the end of its term (including where the term has been extended) or such Fund is winding up. In making such a determination, H&F may consider factors such as legal, tax, regulatory, accounting or similar considerations, remaining capital commitments, diversification and other relevant factors as described at “Conflicts of Interest – Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities” above. In addition, Funds from time to time participate in re-leveraging and recapitalization transactions involving portfolio companies in which another Fund and/or Other Investment Vehicle has already invested or will invest. Conflicts of interest arise, including determinations of whether existing Limited Partners are receiving distributions at a price that is higher or lower than market value and whether new Limited Partners are paying too high or too low a price for the company or purchasing securities with terms that are more or less favorable than the prevailing market terms. To the fullest extent permitted by law, none of H&F or the Funds’ General Partners or any of their affiliates will have any liability to a Fund or its Limited Partners in connection with a follow-on
investment made by another Fund or Other Investment Vehicle in a portfolio company of such Fund. See “Conflicts of Interest – Investments made by more than one Fund, Fund Family or Other Investment Vehicle” below for further information regarding conflicts where more than one Fund is invested in the same portfolio company. To the extent H&F determines that a Fund should not pursue a follow-on investment in a portfolio company of such Fund, such follow-on opportunity may be allocated to one or more other Funds and/or Other Investment Vehicles, notwithstanding that such follow-on investment by such other Funds and/or Other Investment Vehicle may be dilutive to the original Fund’s interest in the portfolio company. Notwithstanding the foregoing, Funds that do not already hold an interest in a portfolio company shall have no guarantee to participate in a follow-on investment in such portfolio company, even where the follow-on investment opportunity is appropriate for such Fund and within such Fund’s investment capacity. H&F may determine that such “follow-on” equity investment should be allocated to the Fund and/or Other Investment Vehicle that initially made the applicable investment or, alternatively, to another Fund and/or Other Investment Vehicle. Additionally, H&F at times will make a follow-on investment in a portfolio investment in part because such follow-on investment protects the rights given to the investing Fund (or another Fund) previously or for reputational or strategic reasons, even when such follow-on investment’s valuation has decreased since the original investment. These benefits and protections will, from time to time, benefit and/or accrue to other Funds and/or H&F at the expense of the current Fund(s) investing in such follow-on investment. Investments made by more than one Fund, Fund Family or Other Investment Vehicle Investment opportunities are from time to time appropriate for more than one Fund, Fund Family and/or Other Investment Vehicle and H&F expects that more than one Fund, Fund Family and/or Other Investment Vehicle will make investments in the same portfolio company at the same, different or overlapping levels of such portfolio company’s capital structure. As discussed above, conflicts will arise with respect to investments by one or more Funds, Fund Families and/or Other Investment Vehicles in the same portfolio company, a sale of all or part of an investment from one or more Funds, Fund Families and/or Other Investment Vehicles (including alongside a CoInvestment Vehicle) to another Fund, Fund Family and/or Other Investment Vehicle or a transaction where one or more Funds, Fund Families and/or Other Investment Vehicles invests in a portfolio company of another Fund, Fund Family or Other Investment Vehicle (for example, if a successor Fund Family invests in a portfolio company of a prior Fund Family). Such investments may be made at the same time and on the same or similar terms, or may be at different times and on different terms, subject to the terms of the Governing Documents of the applicable Fund, Fund Family and/or Other Investment Vehicle. In addition, conflicts arise in allocating an investment opportunity where the potential investment target could be acquired by either a Fund and/or Other Investment Vehicle or a portfolio company of another Fund and/or Other Investment Vehicle. Conflicts may arise in determining the terms of such investments, particularly where these Funds and/or Other Investment Vehicles invest in different types of securities in, or have different cost basis and/or investment dates in, the same portfolio company or portfolio investment. In addition, because each Fund and/or Other Investment Vehicle will from time to time have different characteristics, such as different investment horizons, concentration risks, commitments to
Limited Partners, investment objectives and remaining capital, conflicts may exist with respect to corporate actions, recapitalization, exit alternatives or other matters brought to the vote of the shareholders of such portfolio company. Questions may arise as to whether payment obligations, covenants and claims should be enforced, modified or waived or whether debt should be refinanced as well as what actions should be taken in a troubled situation, particularly in Funds and/or Other Investment Vehicles that have invested in different securities or at different valuations within the same portfolio company. In addition, because different legal rights are associated with debt and equity instruments, a conflict of interest arises in respect to the advice given to, and the actions taken on behalf of, a debt-holding Fund versus an equity-holding Fund. These conflicts also present themselves with respect to investment activity of H&F Personnel who at times will invest in different or overlapping levels of a portfolio company’s capital structure. Please refer to “Conflicts of Interest – Conflicts Relating to H&F” for additional disclosures. In the event that one Fund, Fund Family or Other Investment Vehicle has a controlling or significantly influential position in a portfolio company, it may have the ability to elect some or all of the board of directors of such a portfolio company, thereby controlling the policies and operations, including the appointment of management, future issuances of securities, payment of dividends, incurrence of debt and entering into extraordinary transactions. In addition, a controlling Fund, Fund Family or Other Investment Vehicle may have the ability to determine, or influence, the outcome of operational matters and to cause, or prevent, a change in control of such a company. Such management and operational decisions may, at times, be in direct conflict with other Funds and/or Other Investment Vehicles that have invested in the same portfolio company that do not have the same level of control or influence over the portfolio company. Furthermore, investments by more than one Fund, Fund Family or Other Investment Vehicle in a portfolio company also raise the risk of using assets of one Fund to support positions taken by other Funds, Fund Families or Other Investment Vehicles, or that a Fund may remain passive in a situation in which it is entitled to vote. Certain Funds will, from time to time invest in debt and securities of companies in which other Funds and/or Other Investment Vehicles hold securities, including equity securities. Equity holders and debt holders have different (and often competing) motives, incentives, liquidity goals and other interests with respect to a portfolio company. In the event that such investments are made by one Fund, the interests of another Fund and/or Other Investment Vehicle will at times conflict with the interest of the original Fund, particularly in circumstances where the underlying portfolio company is facing financial distress. In such instances, it may be in the best interest of the Fund and/or Other Investment Vehicle holding debt securities to declare a default, accelerate a loan or take other protective actions, while such actions would harm the investment of the Fund that holds an equity investment in such portfolio company. The involvement of more than one Fund and/or Other Investment Vehicle at both the equity and debt levels could inhibit strategic information exchanges among fellow creditors. In certain circumstances, such Funds will be prohibited from exercising voting or other rights and may be subject to claims by other creditors with respect to the subordination of their interest. Subject to any express consents required by the applicable Governing Documents or the Advisers Act, a Fund may also make equity investments in companies in which other Funds and/or H&F and its affiliates have pre-existing investments. See “Risks - Investments in Debt” in Item 8 and “Conflicts of Interest– Follow-on Investments” above for more details.
If the portfolio company needs additional capital, the invested Funds and/or Investment Vehicles from time to time provide, or do not provide, such additional capital. If such additional capital is provided, each such Fund and/or Other Investment Vehicle will supply such additional capital in such amounts, if any, as determined by H&F. In the event one Fund and/or Other Investment Vehicle is unable to fund its share of additional capital (e.g., in the event such Fund and/or Other Investment Vehicle does not have sufficient available capital), the other Funds may be obligated to fund more than its share of such amount. In such event, one Fund and/or Other Investment Vehicle will gain greater exposure to such investment than may have been intended and the other Fund and/or Other Investment Vehicle will be diluted in such investment. The returns of each Fund may be negatively impacted as a result of the foregoing. In addition, a conflict arises in allocating an investment opportunity if the potential investment target could be acquired by either a Fund or a portfolio company. To address these conflicts, H&F will follow the conflicts of interest provisions of the relevant Fund’s Governing Documents of the relevant Fund as well as the underlying governing documents of the portfolio companies. H&F generally attempts to resolve conflicts in a fair and equitable manner, but conflicts will not necessarily be resolved in favor of a Fund’s interests. If the Advisory Board of a Fund consents to a particular matter for which its consent is solicited in accordance with the terms of the applicable Governing Documents and H&F acts in a manner consistent with, or pursuant to the standards and procedures approved by, the Advisory Board, or otherwise as provided in the applicable Governing Documents, then H&F and its affiliates will not have any liability to the relevant Fund or the Limited Partners for such actions taken in good faith by them. To the extent such matters are not addressed in such conflicts of interest provisions, H&F will consider its duties to, and use its discretion to act in the best interests of, each Fund. There can be no assurance that the return of a Fund participating in a transaction would be equal to and not less than another Fund or Other Investment Vehicle participating in the same transaction or that it would have been as favorable as it would have been had such conflict not existed. There may be differences in timing of entry into, or exit from, a portfolio company for reasons such as differences in strategy, existing portfolio, maturity of the investment or liquidity needs. In addition, there may be differences in how a Fund or Other Investment Vehicle manages its investment, such as whether certain hedging technics are implemented. Where more than one Fund, Fund Family and/or Other Investment Vehicle invests in the same portfolio company, there can be no assurance that such entities will dispose of such portfolio company at the same time and on the same terms. For example, the Funds and/or Other Investment Vehicles will generally have different investment periods or expiration dates and/or investment objectives (including return profiles) and H&F, as a result, may have conflicting goals with respect to the price, timing and structure of acquisition or disposition opportunities. Furthermore, legal, tax, regulatory, accounting or other considerations or capital market factors (such as trading volume and the desirability of certain hedging techniques) may impact or restrict more than one entity from disposing of any such shared investment at the same time and/or on the same terms. As such, Funds, Fund Families or other Investment Vehicles invested in the same portfolio company may dispose of any such shared investment at different times, on different terms and in different proportions and may hold such shared investments through different holding structures that have different tax or other consequences. Portfolio companies disposed of at different times, with different terms or through different holding structures will likely be disposed of at different
valuations and, as a result, each Fund, Fund Family and Other Investment Vehicle may realize different returns with respect to its investment in the same portfolio company. These variations in timing, terms and structure may be detrimental to a Fund. At the same time, if H&F determines it is advisable for a Fund (the “Later Fund”) to exit an investment at the same time as another Fund or Other Investment Vehicle that has a term expiration earlier than the Later Fund’s term, the Later 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. Where more than one Fund, Fund Family and/or Other Investment Vehicle invests in the same portfolio company, investors may receive different consideration (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 certain circumstances where a Fund is expected to invest alongside another Fund or Other Investment Vehicle, the Fund may be required to commit funds necessary for such investment prior to the time that a final allocation among the Fund and such other Fund or Other Investment Vehicle has been determined. In such circumstances, the Fund may commit to an investment larger than its ultimate allocation of such investment, including up to all of such investment, and as a result bear a disproportionate share of the risk associated with such investment (including with respect to potential dead deal costs) until such time (if at all) as the other Fund or Other Investment Vehicle commits to its expected share of such investment. Such transactions are unlikely to be subject to the approval or review of the Advisory Board. In addition, in certain circumstances, if more than one Fund and/or Other Investment Vehicle is participating in an investment, one Fund may bear more than its pro rata share of expenses relating to such investment if the other Fund(s) or Other Investment Vehicle(s) do not have the resources to bear such expenses (including, for instance, as a result of insufficient reserves and/or the inability to call capital to cover such expenses in each case to the extent determined by H&F to be fair and equitable). The Funds will, from time to time, enter into equity commitment arrangements whereby, subject to any applicable documentation, a Fund agrees that upon the closing of a transaction with respect to a portfolio company, it will purchase securities in a transaction. Furthermore, in certain instances the Funds will also enter into (a) limited guarantee arrangements whereby, subject to any applicable documentation, a Fund agrees that if a transaction with respect to a portfolio company is not consummated, it will pay a percentage of the total value of the transaction as a “reverse termination fee” to the seller entity or otherwise be liable for damages and other amounts to the seller entity or (b) full guarantee arrangements where a Fund agrees to close a transaction even if the debt financing for such transaction is not available or has not been funded. While any Other Investment Vehicle with investments contractually tied to the Fund will generally be obligated to pay their proportionate share of the purchase price (whether pursuant to the applicable Funds’ Governing Documents or otherwise), such Other Investment Vehicle will generally not be a direct party to the equity commitment arrangements or guarantees. Therefore, in the unlikely event that an Other Investment Vehicle defaults on an agreement with the Fund to pay its proportionate share of the purchase price (if any) or such an agreement does not exist, the Fund would be held responsible for the entire purchase price or other applicable obligations. In addition, if a Fund’s General Partner determines there is a good faith basis for an Other Investment Vehicles not to bear
such fees or expenses, then it will generally not bear any portion of the reverse termination fee or any other fees relating to the non-consummation of the transaction. Further, in the event that an investment opportunity is allocated among a Fund and one or more other Funds and/or Other Investment Vehicles and both such first Fund and such other Funds or Other Investment Vehicles enter into equity commitment arrangements with respect to the relevant potential portfolio company, H&F may determine to allocate the actual investment amounts by such first Fund and such other Funds or Other Investment Vehicles in proportions different from those set forth in the equity commitment arrangements. In such circumstances, either such first Fund or such other Funds or Other Investment Vehicles will bear an obligation under such equity commitment arrangements that is disproportionate to the actual investment amounts allocated to such first Fund or such other Funds or Other Investment Vehicles, as applicable. See “Conflicts of Interest – Allocation of Fees and Expenses” above for more details. From time to time Funds invest in opportunities that other Funds or Other Investment Vehicles have declined, and likewise, Funds have declined to invest in opportunities in which other Funds or Other Investment Vehicles have invested. In such circumstances described above, H&F could take steps to reduce the potential conflicts of interest between the various Funds and/or Other Investment Vehicles, including causing a Fund to take certain actions that, in the absence of such conflict, it would not take (e.g., a Fund may divest itself of an asset it otherwise may have retained, H&F may establish information barriers, certain matters may be referred to an advisory committee or a third party, or a Fund may only invest in securities that seeks to align the interests with other investing Funds). Any such steps could have the effect of benefiting one Fund, Other Investment Vehicle or H&F at the expense of another Fund. Because the Governing Documents for each Fund and Other Investment Vehicle vary, there may be a degree of variation and potential inconsistencies in the manner in which potential or actual conflicts are addressed as among the Funds and Other Investment Vehicles. Also, given the nature of these conflicts, there can be no assurance that the resolution of these conflicts will be beneficial to a Fund. Simultaneous Transactions There may be instances where H&F negotiates transactions with counterparties that involve multiple Funds, Other Investment Vehicles and/or H&F in different capacities. For example, a Fund may sell or purchase an interest in one portfolio company to/from a counterparty (such as another sponsor’s fund), while the same counterparty acquires or sells an interest in a portfolio company of another Fund or Other Investment Vehicle. While these transactions may be separate or non-contingent, due to the simultaneous or closely related timing of these transactions, there may be actual or perceived conflicts of interest in connection with such transactions due to H&F’s duties to one Fund, on one hand, and the other Fund(s) or Other Investment Vehicles or H&F participating in the related transaction, on the other hand, for example, conflicts with respect to ensuring that each transaction is separately in the best interest of the applicable Fund and/or Other Investment Vehicle and that the valuations are fair and reasonable to each respective Fund and/or Other Investment Vehicle, among other things. To the extent H&F believes that such transactions rise to the level of a conflict where mitigation would be appropriate, H&F may, for example,
negotiate each such transaction independently and ensure there is not a cross-conditioned closing of the two transactions, to ensure that the terms of each such transaction stand on their own, but is not required to do so or to engage in any other conflict mitigation techniques with respect to such transactions. Conflicts Relating to H&F H&F, in its discretion, from time to time, contracts directly with, or recommends to a Fund or to a portfolio company thereof (in response to a solicitation for a recommendation or otherwise) that it contract for services with, a related person of H&F (including but not limited to a portfolio company of a Fund). When making such a recommendation H&F, because of its financial or other business interest, has an incentive to recommend the related or other person even if another person is more qualified to provide the applicable services and/or can provide such services at a lesser cost. Additionally, H&F Personnel and/or their family members or relatives may have ownership, employment, personal or other economic or other interests in certain service providers. These relationships may create an incentive for H&F to select or recommend such service provider to perform services for a Fund or a portfolio company. Although H&F selects service providers that it believes will enhance portfolio company performance (and, in turn, the performance of the relevant Fund(s)), there is a possibility that H&F, because of financial, business interest or other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person. See “Conflicts of Interest – Business with and Among Portfolio Companies, Limited Partners, Prospective Limited Partners and Other Business Associates” below and “Conflicts of Interest – Follow-on Investments” above for more details. H&F may compete against, or engage in business with (i.e., through co-investments and joint ventures), another investment adviser with which H&F or its affiliates or a member of their personnel has a relationship or from which H&F or its affiliates or their personnel otherwise derives financial or other benefit. Such relationships may influence decisions that H&F makes with respect to the Funds. H&F and H&F Personnel have had, and may in the future have, an interest in or otherwise buy or sell securities or other instruments that H&F has recommended or recommends to Funds. In addition, Funds from time to time invest in securities of companies in which H&F and H&F Personnel and other related persons of H&F and its affiliates (including any related entity established by any of the foregoing, such as trusts, charitable programs, endowments or related program, family investment vehicles, family offices and other estate planning vehicles) have previously invested for their own accounts. While the interests of such persons generally align with the Funds, such persons may have differing interests from the Fund with respect to such investments (for example, with respect to the availability and timing of liquidity). In addition, the H&F Personnel would have independent financial, relationship-driven or other interests in causing a Fund to invest in that opportunity (potentially at a higher price than the H&F Personnel’s investment) and the H&F Personnel’s investment or relationships may be enhanced as well. The potential exists for personal securities transactions by H&F Personnel, including those that have pre-cleared or approved in advance, to generate significantly higher investment returns to such personnel than the returns a Fund’s investment transactions generate for its investors. While H&F expects these situations to occur infrequently, the Governing Documents of the applicable Funds
include provisions to address conflicts, including requiring Advisory Board approval in certain circumstances. In addition, H&F would adopt other procedures as appropriate depending on the circumstances of any such conflict. As part of H&F’s business, H&F, its affiliates and other H&F Personnel have developed relationships with third parties which have the potential to raise conflicts of interest. Such third parties include investment bankers, lenders, consultants, administrative agents, professional advisors (such as attorneys and accountants), co-investors, current and former directors, officers, employees and contractors of current and former portfolio companies, current and former service providers to current and former portfolio companies, former employees and contractors and members of H&F. Certain of these third parties, in addition to other activities: (i) introduce investment opportunities to H&F; (ii) arrange for, or facilitate the financing of, the purchase or recapitalization of current and potential portfolio companies; (iii) introduce portfolio companies to potential acquisition or merger candidates; (iv) facilitate the disposition of portfolio companies; and/or (v) provide investment banking, consulting, legal or advisory services to H&F, the Funds or portfolio companies. H&F Personnel from time to time have family members that are actively involved in industries and sectors in which the Funds invest or have business, personal, financial or other relationships with companies in such industries and sectors or other industries, which gives rise to conflicts of interest. For example, such personnel or family members might be officers, directors, personnel or owners of companies which are actual or potential investments of the Funds or other counterparties of the Funds and the portfolio companies, including service providers. Moreover, in certain instances, the Funds or the portfolio companies may purchase or sell companies or assets from or to, or otherwise transact with companies that are owned by such personnel or family members or in respect of which such personnel or family members have other involvement. In the case of service providers, the fees for services provided by such service providers may or may not be at the same rate charged by other third-party service providers and H&F is not required to select service providers who may have lower rates (or to engage in any benchmarking of such fees). In most such circumstances, the Funds’ Governing Documents will not preclude Funds from undertaking any of these investment activities or transactions. From time to time, H&F Personnel may invest in funds or other entities managed by Limited Partners of a Fund which could create conflicts of interest to the extent such other funds compete with a Fund for investment opportunities or invest in competing portfolio companies. H&F Personnel from time to time also invest in funds or other entities managed by prospective Limited Partners of a Fund which could create conflicts of interest, particularly if any preferred terms are given to such H&F personnel or such prospective Limited Partner. In addition, certain H&F Personnel have passive investments in other private equity firms which from time to time include actual or potential competitors of the Funds. These other private equity firms from time to time invest in similar industries and sectors as the Funds and H&F Funds from time to time buy portfolio companies from these private equity firms, or otherwise transact with, these other private equity firms or their portfolio companies. Given the investment by H&F Personnel in these other private equity firms is passive, such H&F Personnel do not have input into such transactions on behalf of the other private equity firms or their portfolio companies.
As described in Item 5 above, H&F from time to time charges Other Fees with respect to investments or proposed investments by a Fund. Such fees, if payable, will be in addition to any management fees, administrative fees, carried interest or profits interests paid by the Funds to H&F but are subject to the Other Fee Offset described in Item 5 above, to the extent applicable, and as otherwise set forth in the applicable Governing Documents. H&F, together, where applicable, with one or more other Limited Partners, determine the amount of Other Fees in their discretion, subject to agreements with the applicable sellers, buyers and management teams, and/or the board of directors of or lenders to such portfolio companies. Other Fees create a conflict of interest between H&F and the Funds and their Limited Partners because the amounts of such Other Fees may be substantial and the Funds and their Limited Partners generally do not have an interest in such Other Fees. In addition to Other Fees, and consistent with the applicable Fund’s Governing Documents, H&F incurs, and portfolio companies reimburse H&F for, expenses (including without limitation, expenses for certain entertainment, meals, travel, deals, data, search firms, legal expenses (including without limitation, legal costs associated with reviewing financing documents and agreements, whether on behalf of a portfolio company borrower or a lender), transaction expenses, accounting / tax expenses, registered or local office expenses, government fees, public relations services, expert network fees and other consultancy or advisory expenses) incurred by H&F in connection with its performance of services for such portfolio company. Because such expenses are not Other Fees, such reimbursements are not subject to the Other Fee Offset described in Item 5 above, to the extent applicable. Because these expenses are paid for by a Fund and/or its portfolio companies or, if incurred by H&F, are reimbursed by a Fund and/or its portfolio companies, H&F may not necessarily seek out the lowest cost options when incurring (or causing a Fund or its portfolio companies to incur) such expenses. Except as required by applicable law, the amount of such expenses and Other Fees are not (except in connection with the Other Fee Offset described above, to the extent applicable) generally disclosed to Limited Partners in the Funds. The General Partner, H&F or H&F Personnel from time to time borrow cash or enter into other financing arrangements that may be collateralized with the income they receive from management fees and/or carried interest. Any such borrowings would benefit H&F and its personnel and would not benefit the Funds and/or the Limited Partners. The use of such financing arrangements raises risks that would not be present without the use of such financing arrangements. In addition, a default on such financing arrangements could have adverse impacts on the Funds. Subject to the applicable Governing Documents, the General Partner of a Fund Family may, in its discretion, under certain circumstances elect to increase its commitment to such Fund Family prior to, on or following the final close of the Fund without the consent of the Limited Partners subject to certain limitations. If the Fund Family has made investments in portfolio companies prior to the increased commitment, any increased commitment by the General Partner made prior to or on the final close of the Fund will reduce the interests of the Limited Partners in those investments made by such Fund prior to such increase in such General Partner’s commitment to such Fund. Although Limited Partners will receive a return of a portion of their capital contributions made prior to such increase based on the amount to be contributed by such General Partner in connection with such increase, the General Partner will not pay interest in respect of such prior capital contributions. Any increased commitment by the General Partner of a Fund Family made after the final close of such Fund Family will not reduce the interests of the Limited Partners in investments
then held by such Fund Family but will reduce the proportionate participation of the Limited Partners in investments made by such Fund Family after such increase. In addition, the General Partner has information about the Fund’s investments, including regarding their valuation and performance expectations, which the Limited Partners do not have and that information may inform its decision whether to increase its capital commitment. Therefore, the General Partner has a conflict of interest in deciding to increase its subscription because a decision to increase its subscription may result in the General Partner receiving value that would have otherwise benefitted Limited Partners. Fee Structure As discussed above in Items 5 and 6, the General Partners of the Funds are entitled to carried interest under the terms of the Governing Documents of such Funds. The General Partners are affiliates of H&F. The existence of a General Partner’s carried interest creates an incentive for the General Partners to make riskier or more speculative investments on behalf of the Funds that pay carried interest than they would otherwise make in the absence of such performance-based arrangement. In addition, the way such General Partner’s entitlement to carried interest is determined may result in a conflict between its interests and the interests of Limited Partners with respect to the sequence and timing of disposing of investments. The ultimate beneficial owners of the General Partners may be H&F Personnel (including any related entity established by such persons, including trusts, charitable programs, donor-advised funds, family investment vehicles and other estate planning vehicles). Also, the ultimate beneficial owners of the General Partners are generally subject to United States federal and local income tax (unlike certain of the Limited Partners). A General Partner may be incentivized to operate a Fund, including to hold and/or sell investments, in a manner that takes into account the tax treatment of carried interest (or other proceeds distributable to such General Partner). Furthermore, the General Partner may be incentivized to hold on to investments that have poor prospects. In addition, if distributions are made of property other than cash, the amount of any such distribution will be accounted for at the fair market value of such property, as determined in accordance with procedures specified in the applicable Governing Documents. An independent appraisal generally will not be required and is not expected to be obtained. See “Risks – Effect of Carried Interest” in Item 8 above for more details. Pursuant to the applicable Governing Documents, the General Partner may be required to return excess amounts of carried interest as a clawback. This clawback obligation creates an incentive for the General Partner to defer disposition of one or more investments or delay the liquidation of the Funds if the disposition and/or liquidation would result in a realized loss to the Funds or would otherwise result in a clawback situation for the General Partner. As described at Item 5 above and as described in the applicable Governing Documents, in certain circumstances management fees are calculated based on the remaining cost, or weighted average cost, of investments then held by such Fund. This fee structure creates an incentive to defer the realization of investments and/or deploy capital when H&F would not otherwise have done so as such would result in the continued payment of, or a higher, management fee. In addition, for purposes of calculating management fees the remaining cost of an investment may be reduced as set forth in the applicable Governing Documents, which typically includes where the investment
is completely written off for financial reporting purposes, where there is a permanent write-down of the value of such investment or where there is a disposition or partial disposition of such investment. For certain Funds, such Funds’ Governing Documents generally provide that refinancings, recapitalizations or restructurings of an investment do not reduce the remaining cost of an investment for purpose of calculating management fees, even in cases where the value of the investment or the Fund’s ownership percentage of such investment has been reduced. As such, H&F may be incentivized to delay writing off or permanently writing down the value of an investment for purposes of calculating the management fee base or incentivized to engage in a recapitalization, restructuring or refinancing of an investment rather than a disposition. In general, H&F evaluates in its sole discretion (acting in good faith) whether to completely write-off or permanently write-down an investment for purposes of calculating the management fee base. Such determination is inherently subjective and may be shaped by market information and other considerations. The criteria H&F uses is in its sole discretion, and includes factors such as, without limitation, the expected recovery path for the investment and/or the amount of time and resources dedicated to the investment, including the steps taken toward achieving such recovery. H&F has no obligation to use any specific methodology when making this determination and from time to time may change the criteria, or the weighting of the criteria, used in its sole discretion. H&F has ultimate discretion in determining whether an investment should be permanently written down or written off. Finally, the valuation of certain investments from time to time may be lower, including significantly lower, than the cost of such investment, including being valued at or near $0. There can be no assurance that situations will not arise where an investment, in hindsight, was not permanently written down but should have been permanently written down, or should have been permanently written down at an earlier date for purposes of calculating the management fee base. Where management fees payable to H&F are based on the cost of investments, in such circumstances the management fee paid with respect to such investment will be higher than if the management fee payable were based on the fair value of such investment. Pursuant to the Governing Documents, a General Partner may elect to receive its carried interest in the form of an in-kind distribution of securities of a portfolio company while Limited Partners receive a cash distribution in connection with the disposition of the securities of such portfolio company, including for purposes of permitting one or more General Partner personnel to donate such securities to charity (which may include private foundations, donor advised funds or similar vehicles or other charities so chosen by such personnel). Any such election not in connection with a donation of such securities to charity will require consent of the Advisory Board to the extent required by the Governing Documents of the applicable Fund. Any tax efficiencies to such General Partner personnel associated with this form of charitable giving may have the effect of reinforcing or enhancing the General Partner’s incentives otherwise resulting from the existence of its carried interest and therefore, the General Partner may have a conflict of interest in making decisions on behalf of the Funds (including, for instance, the timing of disposition of investments). Diverse Membership The Partners in the Funds include United States taxable and tax-exempt persons and persons from jurisdictions outside of the United States, including feeder funds with underlying retail investors. Such Partners (including the applicable General Partner) often have conflicting investment, tax and other interests with respect to their investments in a Fund. The conflicting interests among
the Partners often relate to or arise from, among other things, the nature of investments made by a Fund, the structuring of the acquisition of investments and the nature and timing of the disposition of investments. As a consequence, conflicts of interest arise in connection with decisions made by H&F, including with respect to the nature or structuring of investments, that from time to time are more beneficial for one Partner, including the applicable General Partner, than for another Partner, especially with respect to Partners’ individual tax situations. In selecting and structuring investments appropriate for a Fund, H&F will consider the investment and tax objectives of the applicable Fund and the Partners as a whole, not the investment, tax or other objectives of any Partner individually. Business with and Among Portfolio Companies, Limited Partners, Prospective Limited Partners and Other Business Associates Given the collaborative nature of H&F’s business and the portfolio companies in which the Funds have invested, there are often situations where H&F is in the position of recommending portfolio company services to other portfolio companies or to one or more Funds. A conflict of interest exists in making such recommendations in that H&F has an incentive to maintain goodwill between it and the existing and prospective portfolio companies for the Funds while the products or services recommended may not necessarily be the best available, or the most cost effective, to the Funds or the other portfolio companies held by the Funds. The benefits received by a portfolio company providing a service or product may be greater or less than those received by the Fund(s) or its portfolio companies receiving the service or product. In addition, the H&F may from time to time utilize the services of Limited Partners and their affiliates, as it deems appropriate. Portfolio companies controlled by a Fund may provide services to certain Limited Partners or prospective Limited Partners. H&F may have an incentive to cause the portfolio company to favor those Limited Partners or prospective Limited Partners relative to other portfolio company clients or customers in terms of pricing or otherwise, which could adversely affect the portfolio company’s profitability to the Fund. Additionally, the portfolio company could recommend to its clients or customers that they invest in a Fund. Prospective, current and/or former founders, officers and executives and other affiliates of portfolio companies from time to time also invest in a Fund. While H&F believes this aligns portfolio company management teams and other affiliates with the best interests of the Fund, H&F may, in certain circumstances, be incentivized to take (or refrain from taking) certain actions with respect to a portfolio company in order to maintain goodwill with such portfolio company management team Limited Partners or other affiliate of the portfolio company that is a Limited Partner in a Fund such that they continue to invest in the Funds, among other reasons. H&F’s relationships with current, prospective or former executives, directors and founders or other affiliates of portfolio companies of the Funds or of other private funds, and executives, directors and founders of the banks and other lending institutions that provide financing to the portfolio companies of the Funds will under certain circumstances lead to conflicts of interest, including conflicts of interest with respect to portfolio companies of the Funds that are associated with such individuals and entities. For example, such relationships could influence decisions as to whether
to invest in or divest from a portfolio company and the timing of such an investment decision. Such decisions could inure to the benefit (or detriment) of one Fund over another Fund. From time to time the portfolio companies of one Fund compete with, are a customer of, or are a service provider to, portfolio companies of another Fund. In addition, certain portfolio companies of the Funds are, have been, or may be counterparties or participants in agreements, transactions or other arrangements with other portfolio companies or portfolio companies of other Funds or with H&F, which agreements, transactions or other arrangements may not have been entered into but for the association with H&F, and which may involve fees, commissions, discounts, servicing payments and/or other remuneration to the benefit of H&F, such other Funds or portfolio companies which are not subject to offset against management fees paid to H&F. A conflict of interest exists in these instances because advice and recommendations provided by H&F to one portfolio company or Fund may have adverse consequences to the other portfolio company or other Fund. The performance and operations of a competitor, customer or service provider portfolio company could conflict with, and adversely affect, the performance and operations of another portfolio company, or could adversely affect prices, business opportunities or potential acquisition opportunities. Accordingly, portfolio companies may do business with, support or have other relationships with competitors of other portfolio companies (whether in the same or other Funds) and as such a portfolio company may take actions that are not beneficial to or that oppose the interests of a Fund or other portfolio companies. For instance, a portfolio company may seek to expand its market share at the expense of another portfolio company, withdraw business from another portfolio company in favor of another company offering the same product or service at a lower price, increasing its own prices or commencing litigation against another portfolio company. When providing advice to any such portfolio company that is a competitor of, customer of, or service provider to, another Fund’s portfolio company, H&F need not consider the interests of, or potential consequences to, such other portfolio company. Similarly, in such circumstances, H&F may take the interests of the other portfolio company into account in providing such advice and that is a competitor of, customer of, or service provider to another Fund’s portfolio company. To the extent a portfolio company is providing a service or product to another portfolio company, another Fund or to H&F, such portfolio company will benefit. Whether between portfolio companies of different Funds, between a portfolio company and another Fund, between a portfolio company and H&F or otherwise, these arrangements may result in one (or the other) receiving a greater benefit. Portfolio companies from time to time may provide discounts to H&F, H&F Personnel, Limited Partners or portfolio companies of other Funds. Further, the benefits received by the particular portfolio company providing the service or product may be greater than those received by the entity receiving the service or product, or vice versa, and in some cases, the benefit received by H&F or the Fund may be greater than the benefit received by a portfolio company. In some cases, H&F representatives sit on the board of one or more portfolio companies subject to such arrangements. Further, H&F or its personnel individually may have confidential information relating to two or more of these portfolio companies and may have conflicting purposes for the use of such information. In such circumstances, H&F tailors its policies or processes with respect to information sharing to ensure compliance with all contractual or fiduciary nondisclosure requirements and any relevant antitrust or other applicable laws but otherwise will not be restricted regarding its use of information, which could adversely impact a portfolio company or a Fund for the benefit of a portfolio company of
another Fund or another Fund. There can be no guarantees that any resulting conflicts will be resolved in favor of a particular Fund. From time to time, a Fund may make loans to a portfolio company. If such portfolio company cannot generate adequate cash flow to meet its debt obligations, the lending Funds are likely to suffer a partial or total loss of amounts lent to the portfolio company. As a result, such portfolio company and any of its other investors (including any Other Investment Vehicle and co-investors, if any) would benefit from a loan made by a Fund without such risk of loss. From time to time a Fund may invest in a portfolio company that advises private funds and other investment vehicles. While H&F will not be actively involved in the management of such other private funds or investment vehicles, conflicts of interest would arise because H&F may have an incentive to allocate co-investment or secondary transaction opportunities to such vehicles on a preferred basis and/or to make introductions to current Limited Partners for purposes of engaging in secondary transactions. Such investment vehicles may also compete with the Funds for investment opportunities. In addition, from time to time the Funds may have investments in the same underlying companies as such private funds or other investment vehicles. Such investments may be at the same, overlapping or different layers of the capital structure and present similar conflicts to those described elsewhere herein. See “Conflicts of Interest – Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities”, “Conflicts of Interest – Selection of Providers of Debt or Equity Financing”, “Conflicts of Interest – Limited Partner Interest Transfers” and “Conflicts of Interest – Investments made by more than one Fund, Fund Family or Other Investment Vehicle” for more details about these conflicts. In addition, certain portfolio companies controlled by one or more Funds have in the past, and may, from time to time in the future, engage in activities that could adversely affect another Fund and/or its portfolio companies, as more fully described in the “Risks” section of Item 8 above. H&F has in the past hired, and may, from time to time hire, part-time or full-time personnel (including interns), or provide other work experience or observation opportunities to persons, who are relatives of, or are otherwise associated with, a Limited Partner, prospective Limited Partner, portfolio company, former portfolio company, investment target or service provider. Although H&F uses reasonable care to mitigate any potential conflicts of interest with respect to each particular situation, there is no guarantee H&F can control all such conflicts of interest and there may be a continuing appearance of a conflict of interest. Service Providers Services required by a Fund (including some services historically provided by H&F to the Funds) have in the past, and may from time to time in the future, due to certain reasons including efficiency, complexity and economic considerations, be outsourced in whole or in part to third parties or obtained through licensed third-party software, in each case at the discretion of H&F. H&F has an incentive to outsource such services or such licensed software at the expense of the Funds to, among other things, leverage the use of H&F’s personnel and reduce the expenses of H&F. Such services may include, without limitation, deal sourcing, asset management, information technology, data processing, sustainability-related tracking and monitoring,
administrator or similar services, appraisal, valuation services, accounting, trading, legal services, human resources, client services, compliance services, cybersecurity services, regulatory services, corporate secretarial services, know your client or anti-money laundering services, tax support, director services, investor information and data services, and other similar services. Outsourcing may not occur universally for all Funds and accordingly, certain costs may be incurred by a Fund for a third-party service provider that are not incurred for comparable services by other Funds. H&F may also be confronted with tasks that can be accomplished either by its employees (including secondees) or by third-party service providers or vendors. H&F’s allocation of such tasks may be influenced by whether H&F or a Fund would bear the fees and expenses of a thirdparty service provider or vendor. Due to, among other things, limited internal resources, H&F may be incentivized to allocate such tasks related to Funds to third-party service providers or vendors (including in cases where its employees may be able to accomplish such a task faster or with higher quality than a third-party service provider or vendor), such that the Funds would bear the fees and costs thereof. The decision by H&F to initially perform a service for a Fund in-house does not preclude a later decision to outsource such services (or any additional services) in whole or in part to a third-party service provider in the future, and H&F has no obligation to inform such Funds or Limited Partners of such a change. In addition, certain internal service providers (such as internal accountants) may “shadow” or otherwise review the reports of other services provided by such third parties. The costs and expenses of any such third-party service providers will be borne by the relevant Funds. Certain service providers (including, without limitation, those described above, as well as lenders, law firms, brokers, insurance services, custodians, placement agents, other consultants and investment or commercial banking firms or their affiliates) of H&F, the Funds, the General Partners, the portfolio companies or any of their affiliates are from time to time Limited Partners or prospective investors in the Funds and/or sources of investment opportunities, co-investors, equity or debt financing sources, or counterparties therewith. In addition, investors have in the past or may from time to time in the future be introduced to H&F, or may be brought into a Fund or co-investment, by such service providers from which H&F purchases products or services and to which H&F may make payments, including in connection with conferences sponsored or hosted by such service providers. Such engagement may be concurrent with a Limited Partner’s admission to a Fund or co-investment or during the term of such Limited Partner’s investment in the Fund or such co-investor’s co-investment. For example, the Funds or their portfolio companies will require debt or equity financing in connection with their operations or acquisition transactions, and from time to time Limited Partners provide such financing. With respect to the provision of financing by Limited Partners, H&F has adopted written policies and procedures relating to the allocation of such financing opportunities to Limited Partners. This creates a conflict of interest, as H&F may give such Limited Partner or co-investor preferred economics or other terms with respect to its investment in a Fund or co-investment or may have an incentive to offer such Limited Partner or co-investor co-investment opportunities that it would not otherwise offer to such Limited Partner or co-investor. Certain of such service providers also provide services (including mezzanine and/or lending arrangements) to businesses that are competitors of H&F, its affiliates or the Funds or their portfolio companies. These relationships create conflicts of interest as H&F will have incentives to select or recommend any such third-party to perform services for the Funds or a portfolio company. In addition, a portfolio company has an incentive to engage a service
provider that is a Limited Partner or prospective investor in a Fund in order to, among other things, maintain goodwill with H&F. The cost of any services provided by such third parties will generally be borne directly or indirectly by the Funds or portfolio companies, as applicable. In addition, H&F’s and H&F Personnel’s relationships with banks and other lending institutions will at times originate from a Fund’s investment in portfolio companies and inure to the benefit of H&F Personnel. Such lending institutions will from time to time be incentivized to provide services to H&F Personnel, including by providing extensions of credit or other loans, if they anticipate such services will provide them with further opportunities with respect to the Funds or their portfolio companies. These arrangements will create additional conflicts of interest as H&F Personnel and the lending institution’s interests may or may not align with those of the Funds, their portfolio companies and investors. Additionally, H&F Personnel and/or their family members or relatives may have employment, ownership or other interests in such service providers. H&F Personnel have in the past, and may from time to time in the future, also make private investments in entities that are, or are reasonably likely to be, debt or other financing sources to a portfolio company (each, a “Financing Entity”). Service providers of H&F or the Funds may also serve as Financing Entities. These relationships can be expected to influence H&F in deciding whether to select such a service provider or Financing Entity to perform services for a Fund or a portfolio company. In addition, H&F will have a conflict of interest with the Funds in recommending the retention or continuation of such service provider or Financing Entity if such recommendation, for example, is motivated by a belief that the service provider will continue to invest in a Fund or will provide H&F with information about markets and industries that H&F, the Funds or its portfolio companies operate or is interested or will provide other services or benefits that are beneficial to H&F, the Funds or its portfolio companies or will invest in successor funds or co-investment transactions (for example, transaction closings and/or other related expenses including, outings, trips, informational summits or training events for H&F employees, or portfolio company personnel). In addition, in connection with an actual or potential investment, a Fund may from time to time compensate an investment bank or other service provider in connection with their contributions to such investment, which such contributions may be indirect, qualitative and/or may include, or may consist in whole or in part of, consideration for potential future business opportunities for such Fund or other Funds, including assisting in finding deals for H&F or such other Funds in the future, whether or not such arrangements have been formalized with a written agreement. While any such payment is expected, in part or in whole, to be borne by such Fund, such arrangements may provide a benefit to other Funds, including by virtue of any goodwill generated between H&F and such service provider, which could result in enhanced deal flow to such other Funds. Further, as a result, H&F may be incentivized to engage service providers that will refer deals to future Funds and/or pay them a higher fee for such services, which will not benefit the paying Fund. Additionally, service providers (including, but not limited to, law firms, accounting firms and investment banks) may provide services to a Fund that may, directly or indirectly, benefit another Fund without reimbursement to such first Fund. Although H&F selects service providers and Financing Entities that H&F believes will enhance Fund or portfolio company performance (and, in turn, the performance of the relevant Fund(s)), there is a possibility that H&F, because of financial, business interest or other reasons, may favor such retention or continuation even if a better price and/or quality of service could be obtained from another person.
A number of factors, including the particular relationship with a service provider and the nature of its services (which may be specialized or customized to meet the needs of H&F, the Funds and their portfolio companies in ways that other providers may not offer), could result in a service provider’s fees, costs and expenses not always being comparable to those charged for such services by other third parties and, consequently, there may be limited or no cost savings from the retention of such service provider. H&F retains its discretion to select the service provider for any services to be provided to the Funds after considering the factors that H&F deems relevant, which could include, without limitation, price, quality of service, synergies and efficiencies and/or the ability of a service provider to meet H&F’s specific requirements, and H&F will not have an obligation to evaluate alternative providers or to compare pricing for such service provider’s services. To the extent that H&F in any circumstances commits or has committed to seek “market” or “armslength” rates or terms, H&F will do so in its sole discretion, seeking rates that it has determined in its sole discretion to be reflective of the range of rates in the applicable or related markets. H&F reserves the right to deem third-party investment in a transaction or third party engaging the same services to be verification that the transaction was entered into at a value that is “arms-length.” Consequently, H&F undertakes no minimum amount of benchmarking, and does not represent that any such benchmarking ultimately will be accurate, comparable, or relate specifically to the assets, services, geographies or comparable markets to which such rates or terms relate. Where such rates or terms include hourly components, H&F reserves the right to rely on approximations or estimates of time for purposes of allocating or charging for services. Any methodology, or choice among methodologies, involves potential conflicts of interest. Whether or not H&F has a relationship or receives financial or other benefit from recommending a particular service provider, including where such service provider is a portfolio company, there can be no assurance that no other service provider is more qualified to provide the applicable services or could provide such services at lesser cost. To the extent the Funds engage in a long-term or recurring contract with an H&F affiliated service provider, H&F may not seek to benchmark or otherwise renegotiate the original fee arrangement for a significant period of time. H&F from time to time expects to cause the Funds to bear the full cost and expense of engaging certain third-party service providers on behalf of a portfolio company. In the event a Fund is not the sole shareholder of the portfolio company, other shareholders will benefit from the costs incurred by such Fund and will not reimburse the Fund for their pro rata portion of the cost of any such service provider. H&F allows certain service providers, their affiliates and personnel to invest in, or co-invest alongside, one or more Funds, and due to the nature of the service provider relationships and the timing of services, these persons have the potential to have information advantages relative to other investors or co-investors, and in certain circumstances could be offered investment or coinvestment opportunities before such opportunities are presented to other interested prospective investors or co-investors or could be offered investment or co-investment opportunities on preferred terms. Conflicts of interest exist in the allocation of the costs and benefits of arrangements with service providers for the provision of goods or services to H&F, the Funds, Other Investment Vehicles and/or their respective portfolio entities. H&F manages such conflicts and makes allocation
judgments with respect to such costs and benefits in its fair and reasonable discretion, notwithstanding its interest in the outcome. H&F’s allocation decisions with respect to service providers at times are informed by input from the relevant service provider (including but not limited to where the service provider provides recommended allocation percentages across the relevant parties or provides market practice insight with respect to allocation percentages), and it is possible that the relevant service provider could, due to a conflict, recommend expense allocations that are more favorable to H&F than the Funds, Other Investment Vehicles or their portfolio companies or more favorable to certain Funds, Other Investment Vehicles and/or portfolio companies than other Funds, Other Investment Vehicles and/or portfolio companies. There may be instances where the target portfolio company of one Fund is the service provider of another Fund, and an acquisition of the target portfolio company by the original Fund would create a conflict of interest for the other Fund. For example, when the target portfolio company of the original Fund is the valuation agent of the other Fund, the acquisition of the portfolio company by the original Fund would create issues related to independence. Therefore, due to such conflict, there may be circumstances where H&F declines to make an investment on behalf of the original Fund, even if such investment would be beneficial to the original Fund and/or fits within the original Fund’s Investment Allocation Requirements. Additionally, due to such conflict, there may be circumstances where the interests of the original Fund are subordinated to the perceived interests of the other Fund, which may be to the detriment of the original Fund. See “Conflicts of Interest – Allocation of Investment Opportunities Among Funds and Allocation of Co-Investment Opportunities”, “Conflicts of Interest – Selection of Providers of Debt or Equity Financing ”, “Conflicts of Interest – Allocation of Fees and Expenses” and “Conflicts of Interest – Conflicts Relating to H&F” above for more details. Positions with Portfolio Companies H&F Personnel serve as directors, observers on boards, managers or officers of, or provide consulting services to, portfolio companies. While conflicts of interest arise in the event that such individual’s fiduciary duties as a director, manager or officer conflict with its duties to the Fund, it is expected that the interests will generally be aligned. Furthermore, H&F Personnel serving as a director to a portfolio company as well as a director, Partner, employee or Senior Advisor of a General Partner owes a fiduciary duty to the portfolio company, on the one hand, and the relevant General Partner, on the other hand. Such positions create conflicts of interest for such H&F Personnel. H&F Personnel serving as directors of a portfolio company may make decisions in their capacity as a member of such board of directors that negatively impact returns received by a Fund investing in such portfolio company. In addition, to the extent H&F Personnel serve as a director on the board of more than one portfolio company, such individual’s fiduciary duties among the two portfolio companies may also create a conflict of interest. The portion of any fees, net of related expenses, received by such H&F Personnel or H&F for such services and attributable to a particular Fund are 100% offset against the management fees payable by such Fund, to the extent such Fund pays a management fee, and, for some Funds are offset against carried interest, in each case as set forth in the applicable Governing Documents. To the extent H&F Personnel receive shares of a portfolio company as compensation for providing services to such portfolio company (e.g., for serving on the Board of Directors of such company), H&F determines the value
of such shares at the time of disposition by such H&F Personnel, and H&F will apply such value to the Other Fee Offset, to the extent applicable. Such shares may be worth more (or less) than the amount of such Other Fee Offset had the Other Fee Offset been determined at the time of the receipt of the shares. H&F may, and does from time to time, retain the portion of such share value attributable to a Fund or Other Investment Vehicle that is not subject to the Other Fee Offset. As a result of roles at portfolio companies, H&F may from time to time take steps to mitigate the conflicts of interest, including causing a Fund to take, or not take, certain actions that, in the absence of such conflict, it would not take or would take (e.g., a Fund may not purchase an asset it otherwise would have purchased or may divest itself of an asset it otherwise may have retained). Any such steps could have the effect of impacting the investment program of a Fund and reduce returns. Decisions made by H&F Personnel in their capacity as a director, manager or officer of a portfolio company may subject H&F or a Fund to claims they would not otherwise be subject to as a Partner or other investor in such portfolio company, including claims of breach of duty of loyalty, securities claims and other director-related claims. In general, the Funds will indemnify H&F and its personnel from such claims. In addition, H&F Personnel serving as directors may make decisions for a portfolio company that negatively impacts returns received by a Fund investing in the portfolio company. H&F or its personnel may continue to receive other fees from a portfolio company after a Fund has fully exited its ownership interest (for instance, in respect of consulting arrangements or board fees). In addition, H&F Personnel, or former personnel, have in the past, and may from time to time in the future, be asked by H&F or the portfolio company to remain as a director, or observer, on the board of a portfolio company following the termination of such company’s relationship with H&F. In such circumstances, any compensation received by such H&F Personnel, or former personnel, is not considered Other Fees and thus is not subject to the Other Fee Offset described above, or otherwise shared with the Funds and/or Limited Partners. Additionally, former H&F Personnel from time to time have become employees, officers or directors of, or otherwise be engaged by, third-party service providers that provide services to H&F, the Funds and/or portfolio companies or from time to time continue to be, or may become, employees, officers, directors of, or consultants to, a portfolio company. During the period that these individuals are personnel of H&F, the cost of the compensation, benefits and attributable overhead provided to these individuals are paid by H&F. On the contrary, unless H&F voluntarily determines to cover such compensation, benefits and overhead, generally H&F does not cover the compensation, benefits or overhead of former H&F Personnel and no such compensation or fees earned by former H&F Personnel is subject to the Other Fee Offset (described above), whether or not such former personnel have a remaining interest in a Fund’s General Partner or affiliated entity. Where former H&F Personnel become an employee or consultant of a third party that provides services to a Fund or portfolio company, such former H&F Personnel may be assigned by such third party to provide services to a Fund or portfolio company. In such instance, the cost of the third-party service provider attributable to the former H&F Personnel working on the Fund or portfolio company account will be borne entirely by the Fund or such portfolio company and no such amounts will be subject to the Other Fee Offset (described above) on the basis that such
person used to be H&F Personnel. In the event that H&F employs a person that previously received compensation from a portfolio company, while the cost of such person’s compensation and benefits will be paid by H&F as of the start date of their employment with H&F, there will be no Other Fee Offset with respect to any compensation or benefits prior to such date, including equity grants made prior to the date of employment that vest thereafter. Additionally, on occasion, a current portfolio company has in the past and may be expected to in the future hire or engage former H&F Personnel. Where former H&F Personnel become an employee of, or consultant to, a portfolio company, the employment or consulting costs attributable to such former H&F Personnel will be borne entirely by such portfolio company and no such amounts will be subject to the Other Fee Offset (described above) or otherwise shared with the Funds, investors and/or portfolio companies on the basis that such person used to be H&F Personnel. To the extent the former H&F Personnel continues to vest in compensation from H&F, such compensation is not subject to the Other Fee Offset or otherwise shared with the Funds, investors and/or portfolio companies. See “Conflicts of Interest – Business with and Among Portfolio Companies, Limited Partners, Prospective Limited Partners and Other Business Associates” above for more details. Conflicts Relating to Portfolio Company Professionals As described above in Item 5, H&F engages Senior Advisors, External Advisors and other operations professionals to assist the portfolio companies, including to serve as regular or interim employees or officers of portfolio companies (each, a “Portfolio Company Professional”). Some Portfolio Company Professionals are H&F Personnel and others are External Advisors, including, without limitation, former H&F employees or former Senior Advisors. The activities and compensation (including amount and allocation) of Portfolio Company Professionals vary depending on their role at H&F, if any, and their role with the applicable portfolio company. It may be difficult to distinguish services provided by certain Portfolio Company Professionals from the investment advisory services provided to the Funds by H&F and its affiliates. H&F determines in its discretion whether to place H&F Personnel as Portfolio Company Professionals or alternatively engage External Advisors in such roles. Sometimes, a Portfolio Company Professional is initially engaged as an External Advisor or may initially be a portfolio company personnel and later becomes H&F Personnel. In certain cases, they may then move back to being an External Advisor or portfolio company personnel. Conversely, sometimes a Portfolio Company Professional is initially H&F Personnel and later becomes an External Advisor or portfolio company personnel. In those cases, they may also move back to being H&F Personnel. In addition, in certain cases, a Portfolio Company Professional may have split employment and be simultaneously H&F Personnel and portfolio company personnel. H&F’s determination regarding whether to place H&F Personnel or an External Advisor as a Portfolio Company Professional may give rise to conflicts of interest because, in general the compensation costs for H&F Personnel are borne by H&F, whereas compensation costs and expenses for External Advisors and portfolio company personnel are generally paid and/or reimbursed by a Fund or a portfolio company (although in certain unusual circumstances, H&F may elect to pay the fees and compensation of an External Advisor or portfolio company personnel, provided that H&F paying such fees or
compensation does not preclude a Fund or portfolio company from paying such fees or compensation to such External Advisor or portfolio company personnel going forward). Any such fees, allocation, compensation or expense reimbursements paid to a Portfolio Company Professional (including, for the avoidance of doubt, fees paid for continued service on a portfolio company’s board of directors) that is not H&F Personnel will not be subject to the Other Fee Offset arrangements described above or otherwise reduce the management fee. In general, where a Portfolio Company Professional is simultaneously both H&F Personnel and portfolio company personnel, the portion of such individual’s compensation allocable to the applicable portfolio company is subject to the Other Fee Offset arrangements described above. A Fund may also reimburse all fees, costs and other expenses related to certain specialized operational services rendered to the Fund or its portfolio companies, where the portfolio company does not directly or indirectly reimburse such costs. Specialized operational services consist of operational support, regulatory or legal support, specialized operations and consulting services and similar or related services in connection with the identification, acquisition, holding and disposition of investments (including potential investments). These services may include, for example, support or analysis regarding the company’s management (including serving in management positions as a full-time or part-time employee of the company or on the board of directors of the company, or by otherwise participating in the determination of corporate strategy). Conflicts Relating to Special Purpose Acquisition Companies In the future, either a Fund or H&F may sponsor a SPAC. Conflicts may arise as a result of such activities, including in allocating the time of H&F Personnel as well as if such SPAC enters into a transaction with a portfolio company of a Fund or a Fund determines to make an investment in or alongside such SPAC. In order to launch a SPAC, it is necessary for the sponsor of such SPAC to commit “at-risk” capital at the time of the initial public offering, which the sponsor loses if an IBC is not consummated. In addition, a sponsor of a SPAC typically receives management shares in such SPAC, which if sponsored by H&F would not reduce the management fees or be for the benefit of a Fund except to the extent provided in the Governing Document of an applicable Fund. A sponsor would, therefore, be incentivized to pursue a deal to avoid losing the “at-risk” capital and to give value to the management shares, which only have value to the extent that an IBC is consummated. Additional potential conflicts of interest arise if the IBC is between such a SPAC and a portfolio company of a Fund, especially a Fund that has not sponsored the SPAC. The sponsor of a SPAC is incentivized to find a target for an IBC to avoid loss of “at-risk” capital and for the management shares to have value, and H&F would likely receive carried interest with respect to such other Fund upon the sale of the portfolio company to the SPAC. All of these factors would incentivize H&F to consummate an IBC, including potentially with a Fund portfolio company of another Fund. In addition, the conflicts described under “Cross Transactions” above would also be applicable to such a transaction. H&F will seek to resolve such conflicts in a manner that H&F deems fair and equitable to the extent possible under the prevailing facts and circumstances and that is consistent with the applicable Governing Documents of the applicable Fund (or Funds) and of such SPAC. See “Risks – Special Purpose Acquisition Companies” in Item 8 above for more information regarding SPACs. Side Letter and other Limited Partner Agreements or Arrangements; Advisory Board Rights
H&F enters into certain Side Letter arrangements with certain Limited Partners providing such Limited Partners with different or preferential rights or terms, including but not limited to information rights, co-investment rights, modification of representations, indemnification and/or liability and other obligations, and liquidity or transfer rights. In addition, H&F may from time to time agree to certain matters relating to knowledge transfer, knowledge sharing, training and/or secondments with one or more investors as part of an overall firm relationship. Furthermore, H&F has in the past and may in the future afford different investors different rights and treatment, regardless of whether such rights and treatment are memorialized in a Side Letter. Except as required by applicable law and/or otherwise agreed with a Limited Partner, H&F (including the applicable General Partner) is not required to disclose the terms of Side Letter arrangements with other Limited Partners in the same Fund. Also, Limited Partners will have no recourse against a Fund, the applicable Fund’s General Partner, H&F or their respective affiliates in the event that certain Limited Partners receive additional or different rights or terms pursuant to such Side Letters, some of which rights may impact the rights and/or obligations of other Limited Partners. It is expected that H&F will from time to time confirm factual matters to incoming Limited Partners, make statements of intent or expectation to such Limited Partners or acknowledge statements by such incoming Limited Partners that relate to a Fund and/or H&F’s activities pertaining thereto in one or more respects. In addition, H&F may from time to time agree to certain matters relating to knowledge transfer and/or secondments with one or more Limited Partners as part of an overall firm relationship. Any such statements, confirmations, agreements or acknowledgements, including those made in response to a Limited Partner’s due diligence requests, will not involve the granting of any legal right or benefit, and the Limited Partners generally will as a result not typically receive notice of any such confirmation, statements, or acknowledgements or copies of the documentation (if any) in which they are contained, including in connection with any Limited Partner’s “most favored nations” rights. There can be no assurance that any such arrangements will not have an adverse effect on a Fund or that such arrangements will not influence H&F’s activities or the operations of a Fund. Each of the Fund Families and certain Other Investment Vehicles have established their own Advisory Board, consisting of representatives of their respective Limited Partners. A conflict of interest may exist when some but not all Limited Partners of such Fund Family or Other Investment Vehicle are permitted to designate a member to the Advisory Board. In addition, pursuant to the applicable Governing Documents, the Advisory Boards of one Fund may be authorized to review or approve conflicts of interest on behalf of other Funds. The Advisory Boards may have the ability to approve conflicts of interest with respect to H&F and the applicable Fund(s) and/or Other Investment Vehicle(s), which could be disadvantageous to the Limited Partners, including those Limited Partners who do not designate a member to such Advisory Board. Advisory Board members may have various business and other relationships with H&F and its personnel and affiliates. These relationships may influence the decisions made by such members of the Advisory Board and present conflicts of interest. In addition, from time to time members of one Advisory Board are also members of another Advisory Board. In such instances, a conflict of interest exists because the Funds on whose behalf such overlapping Advisory Board members serve may have conflicting interests and such
Advisory Board members will be requested to provide their consent with respect to such conflicts of interest and will not generally be asked to recuse themselves from any such vote. Other Potential Conflicts H&F and the Funds will generally engage common legal counsel, accounting firms and other advisors in a particular transaction, including from time to time transactions in which conflicts of interest exist. Members of the law firms, accounting firms or advisors engaged to represent the Funds also from time to time represent one or more portfolio companies or Partners in a Fund, and the same law firm, accounting firm or advisor from time to time represent several Funds or Fund Families with respect to the same transaction. In the event of a significant dispute or divergence of interest between Funds, H&F and/or its affiliates, the parties may engage separate counsel in the sole discretion of H&F, and in litigation and other circumstances separate representation may be required. Additionally, H&F and the Funds from time to time engage other common service providers. In certain circumstances, the service provider (including law firms and accounting firms) may charge varying rates or engage in different arrangements for services provided to H&F, the Funds and/or the portfolio companies. Although H&F does not intend to benefit, this may result in H&F receiving a more favorable rate on services provided to it by such a common service provider than the rates payable by the Funds and/or the portfolio company, or H&F receiving a discount on services even though the Funds and/or the portfolio companies receive a lesser, or no, discount. This creates a conflict of interest between H&F and the Funds in determining whether to engage such service providers, including the possibility that H&F may favor the engagement or continued engagement of such service provider if it receives a benefit from such service providers, such as lower fees, that it would not receive absent the engagement of such service provider by the Funds. In addition, H&F and its affiliates, in certain instances, may receive discounts on products and services provided by portfolio companies, customers and suppliers of such portfolio companies and/or service providers of Funds. H&F may engage certain service providers (including law firms and other advisors or consultants) on behalf of the Funds and personnel of such service provider have in the past and may in the future be seconded to H&F on a temporary basis pursuant to various arrangements including at cost or at a discount. The compensation and employment-related expenses for such personnel during the secondment are paid by the service provider and not H&F. While the Funds and their portfolio companies are often the beneficiaries of these types of arrangements, H&F is a beneficiary of these arrangements as well. A conflict of interest exists because H&F has an incentive to select one service provider over another on the basis that H&F receives the benefit of seconded employees from such service provider. H&F and H&F Personnel have in the past and may, from time to time in the future, receive certain intangible and/or other benefits and/or perquisites arising or resulting from their activities on behalf of a Fund or portfolio company, including benefits and other discounts provided from service providers. For example, airline travel, hotel stays or credit card charges incurred as Fund expenses, or reimbursable by portfolio companies, from time to time result in “miles”, “points”, rebates, credits or credit in loyalty/status programs to H&F and/or H&F Personnel. Such benefits, rewards and/or amounts (whether or not de minimis or difficult to value), will exclusively benefit H&F and/or such personnel even though the cost of the underlying service is being borne by the
Funds and/or the portfolio companies. Any such benefits, rewards and/or amounts and will not be subject to the Other Fee Offset arrangements described above or otherwise shared with such Fund, its Limited Partners and/or the portfolio companies. In addition, from time to time, H&F recruits a management team to pursue a new “platform” opportunity expected to lead to the formation of a new portfolio company, or to undertake a “buildup strategy” to acquire and develop assets in a particular sector or involving a particular strategy. In other instances, a new platform/portfolio company could be formed to recruit an existing or newly formed management team to build such platform/portfolio company through acquisitions and organic growth. In certain circumstances, such platform/portfolio company employees from time to time will include current or former H&F Personnel, or current or former advisors or consultants to H&F and its affiliates. The structure of each such platform/portfolio company and the engagement of personnel will vary, including whether a management team’s services are exclusive to the platform/portfolio company and whether the members of the management team are employed directly by the platform/portfolio company. Platform/portfolio company structures may change during the investments’ hold period, for instance, in connection with restructurings or dispositions. The management team of a platform/portfolio company investment may provide services with respect to other platform/portfolio company investments of more than one Fund, or provide the same or similar services for unaffiliated parties. The services provided by the platform/portfolio company management team could be similar to, and in some cases overlap with, the services provided by H&F to the Funds. The applicable Fund will bear the expenses of the management team or portfolio company, as the case may be, including any sourcing costs and management costs, overhead expenses (including, without limitation, rent, property taxes and utilities allocable to the workspaces), all expenses related to sourcing, management or other fees, employee compensation (including cash compensation and profits-interest), diligence expenses or other related expenses in connection with backing the management team or the build out of the platform portfolio company. Such expenses may be borne directly by the applicable Fund as Fund expenses or indirectly as the Fund bears the start-up and ongoing expenses through the newly formed platform portfolio company. Such costs, fees and expenses are not subject to the Other Fee Offset described above and are in addition to management fees, administrative fees and other compensation (e.g., carried interest or profits interest) received by H&F. In addition, certain portfolio companies of the Funds participate, have participated or may participate in arrangements to receive favorable procurement terms, including fees, servicing payments, rebates, discounts or other financial benefits. H&F is often eligible to receive favorable terms for its procurement due in part to the involvement of its portfolio companies in such arrangements, and any discounted amounts will not be subject to the Other Fee Offset described above or otherwise shared with the relevant Funds or portfolio companies. H&F has in the past and may, from time to time in the future, cause one or more Funds to purchase, and/or bear premiums, fees, costs and expenses (including, without limitation, expenses or fees of insurance brokers) for insurance to insure multiple Funds, H&F, their respective personnel, agents and representatives, members of the Advisory Board and other indemnified parties, against liability in connection with the activities of the Funds. This includes a portion of premiums, fees, costs and expenses for one or more “umbrella” or other insurance policies maintained by H&F and/or the Funds that cover one or more Funds and/or H&F (including H&F Personnel, agents,
representatives, members of the Advisory Board and other indemnified parties). H&F will make judgments about the allocation of such premiums, fees, costs and expenses for such “umbrella” or other insurance policies among one or more Funds, and/or H&F, in its reasonable discretion and may make corrective allocations should it determine subsequently that such corrections are necessary or advisable. While H&F makes such allocations in its reasonable discretion, a conflict of interest arises in such allocation because H&F has an incentive to allocate expenses away from itself more generally and away from Funds that provide more favorable economics to H&F. Because premiums are allocated at the placement or renewal of such policy, premiums are not typically allocated to a Fund or other entities that have not been formed yet or not yet been activated at the time of such allocation. Because the term of such policies are generally long term, there could be numerous Funds or entities formed or activated after such allocation is completed and before the policy is renewed or a new policy is placed. There can be no assurance that a different allocation would not result in a Fund bearing less (or more) premiums, fees, costs and expenses for insurance policies and where such allocation takes place before a Fund or entity is formed or activated, such Fund and other entities will have the benefit of such policy even through no portion of the premium has been allocated to them. In addition, as such umbrella policies cover all Funds, a single large claim with respect to one Fund or entity, including, possibly Funds or entities that were not allocated a portion of such premium because they have not been formed or activated as of such allocation date, would reduce the remaining coverage available for the other Funds or entities under such policies. H&F may, from time to time, invite the Funds and/or a portfolio company to make contributions to charitable initiatives, or other non-profit organizations that H&F believes could, directly or indirectly, enhance the value of the Funds’ investments, assist in completing an acquisition of a portfolio company or other transaction (whether or not documented at the time of such acquisition or transaction) or otherwise serve a business purpose for, or be beneficial to, the Funds, their portfolio company or H&F Personnel. Such contributions could be designed to benefit employees of a portfolio company or H&F, the community in which a portfolio company or H&F operates or a charitable cause essential to, or consistent with, the business purpose of a portfolio company or H&F. In certain instances, such charitable initiatives could be sponsored by, affiliated with or related to current or former H&F Personnel, portfolio company management teams, Limited Partners, advisors, service providers, vendors, joint venture partners, and/or other persons or organizations associated with H&F, the Funds or the portfolio companies. These relationships could influence H&F’s decision whether to invite the Funds or the portfolio companies to make charitable contributions. Further, from time to time, such charitable contributions by the Funds or the portfolio companies could supplement or replace charitable contributions that H&F would have otherwise made. Also, in certain instances, H&F may, from time to time, select a service provider or other counterparty to the Funds or their investments based, in part, on the charitable initiatives of such person where H&F believes such charitable initiatives could, directly or indirectly, enhance the value of the Funds’ investments or otherwise be beneficial to the portfolio companies. The General Partner, or its affiliates, including H&F Executives and other H&F Personnel, have in the past and may in the future receive distributions in-kind from an investment disposition. In the event of such a distribution of stock, the recipients may act in their own interest with respect to their share of the distributed securities and may determine to sell such securities, or hold on to such securities for such time as such recipient shall determine. The ability of such recipients to
act in their own interest with respect to such distributed shares in situations where a Fund also continues to own such shares creates a conflict of interest between such recipients, on the one hand, and the Fund, on the other hand, because the recipients’ interests may not be aligned with those of the Funds and the recipients may determine to sell such securities at a different time, or on different terms, than the time or terms under which the Funds would sell their interests. While the ultimate beneficial owners of the General Partner are generally taxable for United States federal income tax purposes, certain Limited Partners (including, without limitation, tax-exempt United States Limited Partners or non-U.S. Limited Partners) may not be subject to taxation (or subject to lower tax rates). For Funds where Partners are allowed to make an election to receive in-kind distributions, the General Partner may be incentivized to elect to receive an in-kind distribution in lieu of cash in order to hold investments longer to ensure long-term capital gains treatment on its carried interest (or other proceeds distributable to the General Partner). The General Partner (or its direct or indirect owners) and applicable Limited Partners who elect to receive in-kind distributions could ultimately receive a return on their share of an investment distributed to them in-kind that is higher than the return achieved by the other Limited Partners with respect to their share of such investment and is higher than the amount it would have received had it taken its distribution in cash. Further, carried interest and management profits interests of H&F with respect to any Fund will be calculated in accordance with the Governing Documents of such Fund at or around the time of the in-kind distribution and as a result, (i) any distribution of such carried interest or management profits interests may be at a value that is in excess of the value for which the distributed securities are ultimately sold by the Limited Partners who elect to receive a distribution of securities and (ii) in the case of any distribution of such carried interest or management profits interests in-kind in the form of securities to H&F, the value of such securities at the time that H&F or its personnel ultimately sell such securities may be significantly higher than the value of such securities at the time when such securities were initially distributed in-kind to H&F. Due to the fact that H&F and its affiliates will possess and have access to information on portfolio companies and the General Partner’s determinations to make distributions, H&F will be in a better position to make an election (or change an existing election) to receive in-kind distributions with respect to specific portfolio companies than Limited Partners who may have limited or no information regarding such portfolio companies. In connection with any disposition by a Fund in which the General Partner does not offer the Limited Partners an election to receive securities rather than cash, the General Partner may offer to one or more H&F professionals the option to (i) take marketable securities in lieu of cash (in whole or in part), but only so that such H&F professionals may contribute such securities to charitable organizations or (ii) otherwise take securities (whether or not marketable) in lieu of cash (in whole or in part) in connection with such disposition with the consent of the Advisory Board. Where more than one Fund Family or Other Investment Vehicle holds the same securities or instruments, H&F may determine to undertake a distribution in-kind of securities to investors from one but not all of such Fund Families or Other Investment Vehicles, with the result that investors of Fund Families and/or Other Investment Vehicles invested in the same securities will have a different return on their investment. Accordingly, Fund Families, Other Investment Vehicles or individual Limited Partner (or equivalent) co-investors, may receive a distribution through a
distribution in-kind of securities at a different time due to a disposal or distribution in-kind of the same class of securities by the Fund Families or Other Investment Vehicles. In such instance, a Fund Family and/or Other Investment Vehicle may receive a lower price for the same securities than the price received by such co-investors. It may be the case that H&F’s relative economic interests in the two Fund Families, or between the Fund Family and Other Investment Vehicle(s) may not be aligned which could present a conflict. Additionally, Limited Partners who elect to receive a distribution in-kind of securities may face certain risks distinct from those receiving cash proceeds, such as a fluctuation in the value of the securities between the time of distribution and the time such securities are ultimately sold (which could be material). Furthermore, expenses associated with distributions in-kind are allocated solely among those Limited Partners who elect to receive distributions in-kind, which may result in such Limited Partners bearing a proportionately greater share of expenses, and, in turn, lower net return compared to Limited Partners who receive cash. Conversely, in connection with distributions in-kind where Limited Partners are permitted to and have elected to receive distributions in cash, expenses associated with such cash distributions (including, without limitation, underwriting costs, brokerage commissions and any applicable transfer taxes) are allocated solely among those Limited Partners who elect to receive cash instead of distributions in-kind, which may result in such Limited Partners bearing a proportionately greater share of expenses, and, in turn, lower net return compared to Limited Partners who receive distributions in-kind. See “Risks – Investments in Public Companies; In-Kind Distributions” in Item 8 above for more information regarding in-kind distributions. See “Risks – Investments in Public Companies; In-Kind Distributions” in Item 8 above for more information regarding in-kind distributions. Please see the discussion above under the sub-heading “Resolution of Conflicts” for a description of how H&F may seek to alleviate conflicts of interest among the Funds or other persons.
Item 12. Brokerage practices
While the Funds primarily generally invest in private or privately-placed securities, the Funds from time to time also transact in public open market transactions of publicly-traded securities. To meet its fiduciary duties to the Funds, H&F has adopted the following policies to address issues that might arise with respect to transacting in publicly-traded securities on the open market. Selection of Brokers and Dealers In the event it chooses to use a broker-dealer, H&F seeks to obtain best price and execution of transactions as set forth below. For each of the Funds, H&F has sole discretion over the purchase and sale of investments (including the size of such transactions) and the broker or dealer, if any, to be used to effect transactions.
Read the rest of Item 12 (863 more words)
In placing each transaction for a Fund involving a broker-dealer, H&F will seek “best execution” of the transaction except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and research services (as discussed below). “Best execution” means obtaining for a Fund account the lowest total cost (in purchasing a security) or highest total proceeds (whether through a sale or distribution of securities), taking into account the circumstances of the transaction and the reputation and reliability of the executing broker or dealer. Best execution is not limited solely to the considerations of the best available commission rate.
In selecting brokers or dealers, H&F takes into account all factors that it deems relevant, including, by way of illustration, the reputation, experience and financial stability of the broker-dealer; the ability to provide competitive pricing; the size and timing of the transaction taking into account market prices and trends; the nature of the market for the security and the difficulty of execution; the amount of the commission; the ability and willingness to commit capital or financing and provide prompt and accurate execution and settlement; whether the broker-dealer makes a market in a security and/or finds sources of liquidity; the deemed appropriate monetization strategy taking into account the current and, if applicable, any contemplated later transaction; the ability to maintain H&F’s anonymity; the broker-dealer’s trading expertise, including its ability to minimize total trading costs and to trade without unduly impacting the market; the belief that the brokerdealer charges a fair and reasonable fee for each trade and that the Funds have been treated fairly and honestly in prior trades; the quality of execution, quality of broker-dealer relationship and quality of service rendered by the broker-dealer in other transactions; the broker-dealer’s expertise in a particular industry or prior experience and familiarity with the issuer; and the quality of any proprietary research and investment ideas. In addition, H&F may consider the use of Electronic Communications Networks (“ECNs”) when placing trades on behalf of the Funds. To the extent consistent with achieving best execution, H&F may also consider other business a particular broker or dealer may have done with H&F, such as identifying investment opportunities, performing investment banking services and the ability and willingness to commit capital or financing to other H&F transactions. When purchasing or selling over-the-counter securities with market makers, H&F generally seeks to select market makers it believes to be actively and effectively trading the security being purchased or sold. H&F has no formal arrangements with specific brokers or dealers to receive research or other services beyond transaction execution in exchange for brokerage commissions from client transactions (so called “soft dollar” arrangements). However, brokers or dealers are from time to time selected who provide research reports and services to H&F, including: proprietary brokerdealer company research and analysis; oral and written reports, statistics and advice about the economy, industries and individual securities or company investment opportunities; and reports on underwriting activity, bank rates, loan defaults, loan new issuance volumes and other capital markets statistics, all of which may be attractive for one or more Funds or to H&F; and opportunities to confer with management. In accordance with Section 28(e) of the Exchange Act, broker-dealers providing such services may be paid commissions on transactions for Funds in excess of those that other broker-dealers not providing such services might charge so long as H&F determines in good faith the amount of commissions is reasonable in relation to the value of the brokerage and research services provided, taking into account all of the accounts over which H&F exercises investment discretion. Recognizing the value of the brokerage and research services provided, H&F may allow a brokerage commission or negotiated term more than that which another broker-dealer might have charged for effecting the same transaction. H&F will periodically evaluate the overall reasonableness of the brokerage commissions and negotiated terms paid to or made with broker-dealers with respect to client transactions by, among other things, seeking to compare such commissions and terms with the commission rates and negotiated terms being charged by and entered into with other comparable broker-dealers. H&F will also periodically review the past performance of the broker-dealers with whom H&F has placed orders to execute Fund transactions considering the factors discussed above.
Aggregation of Trades H&F from time to time aggregates (or bunches) the orders of more than one Fund for the purchase or sale of the same publicly traded security. Portfolio managers and traders often employ this practice because larger transactions may enable them to obtain better overall prices, including lower commission costs or mark-ups or mark-downs. H&F may combine orders on behalf of one Fund 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. To the extent H&F aggregates such orders, it will aggregate such orders as it deems appropriate and in accordance with each Fund’s Governing Documents and in the best interest of each Fund. If an order for more than one Fund for a publicly traded security cannot be fully executed, allocation shall be made based upon a pro rata basis among the participating Funds.
Item 13. Review of accounts
Oversight and Monitoring The investment portfolios of the Funds are generally private, illiquid and/or long-term in nature, and accordingly H&F’s review of them is generally not directed toward a short-term decision to dispose of securities. However, H&F closely monitors the portfolio companies of the Funds. In addition, each portfolio company is formally reviewed by its team of investment professionals on a periodic basis and presented to H&F’s investment staff. The portfolio company’s deal team generally includes H&F Executives and other investment professionals of H&F.
Read the rest of Item 13 (99 more words)
Reporting Limited Partners in the Funds typically receive, among other things, a copy of audited financial statements of the relevant Fund within 120 days after the fiscal year end of such Fund, as well as unaudited financial statements of the Fund, including statements of operations, cash flow and changes in capital account balances within 45 days after the close of each of the first three calendar quarters of each year. H&F from time to time, in its sole discretion, provides additional information relating to such Fund to one or more Limited Partners in such Fund as it deems appropriate.
Item 14. Client referrals and other compensation
For details regarding economic benefits provided to H&F by non-clients, including a description of related material conflicts of interest and how they are addressed, please see Item 11 above. In addition, and as further described in Item 11 above, H&F and its affiliates as well as H&F Personnel, in certain instances, receive gifts from, or discounts on products and services provided by, portfolio companies of Funds, the customers and suppliers of such portfolio companies and/or service providers of Funds. H&F has in place a gift policy to address conflicts related to such gifts. H&F may from time to time in the future engage one or more third parties to establish feeder vehicles in connection with the offer and sale of interests in the Funds to certain potential investors.
Read the rest of Item 14 (161 more words)
Such persons are generally compensated by the feeder vehicle and investors therein for creating such vehicle, and may also be compensated by H&F, but are not generally compensated by the Funds. In addition, H&F may from time to time in the future, engage one or more third parties to act as a placement agent for a Fund in connection with the offer and sale of interests to certain potential investors or may, as described above, enter into an arrangement with a person to establish a pooled investment vehicle to act as a feeder into such Fund. In each such case, such persons generally will receive a fee in an amount equal to a percentage of the capital commitments for interests made by such potential investors to such Fund that are subsequently accepted or the relevant feeder fund. Subject to the applicable Governing Documents, such fees would generally be paid by the applicable Fund, and treated similar to an Other Fee Offset.
Item 15. Custody
As H&F relies on the “audit exemption” under the Advisers Act custody rule (i.e., Rule 206(4)2(b)(4)), Limited Partners in the Funds will not receive account statements from the Funds’ custodians.
Item 16. Investment discretion
Investment advice is provided directly to the Funds and not individually to the Limited Partners in the Funds. Services are provided to the Funds in accordance with the Governing Documents of the applicable Fund. Investment restrictions for the Funds, if any, are generally established in the Governing Documents or offering documents of the applicable Fund.
Item 17. Voting client securities
H&F has adopted policies and procedures setting forth the principles and procedures by which H&F votes or gives consent with respect to securities owned by the Funds. H&F may, from time to time, determine that it is in the best interest of a Fund to depart from the specific policies described below. H&F’s general policy is to vote proxy proposals, amendments, consents or resolutions, including a vote of a private company that does not involve a proxy relating to the Funds (each, a “proxy” and, collectively, “proxies”) in a manner that serves the best interest of the Fund, as determined by H&F in its discretion, taking into account relevant
Read the rest of Item 17 (347 more words)
factors, including: (i) the impact on the value of the returns of the Fund; (ii) alignment of portfolio company management’s interest with the Fund’s interest, including establishing appropriate incentives for management; (iii) the ongoing relationship between the Fund and the portfolio companies in which it invests including the continued or increased availability of portfolio information; and (iv) industry and business practices. Subject to the foregoing, H&F will generally vote in accordance with the recommendation of a portfolio company’s management, as applicable, unless, in H&F’s opinion, such recommendation is not in the best interests of the applicable Fund. Unless the matter is reserved for the Board of Directors of the ultimate general partner of the applicable Fund, such votes must be approved by
an H&F Executive on the investment team for the relevant deal or may be approved by a Partner in the H&F legal department or tax department where the vote relates to administrative or nontransactional matters. H&F will abstain from voting or affirmatively decide not to vote if H&F determines that abstaining or not voting is in the best interest of the Fund. In making such a determination, H&F will consider various factors, including, but not limited to: (i) the costs associated with exercising the proxy (e.g., translation or travel costs); (ii) any legal restrictions on trading resulting from the exercise of a proxy; and (iii) any actual or perceived conflicts of interest in the proposed action to be voted upon. Conflicts may arise between the interest of the Fund, on the one hand, and the interest of H&F on the other hand. H&F will use its best judgment to address any such conflict of interest and ensure that it is resolved in accordance with the best interests of the Funds and consistent with the Governing Documents. See also “Conflicts of Interest” in Item 11 above. Copies of relevant proxy logs and copies of proxy voting policies are available to any client or prospective client upon written request to: Hellman & Friedman LLC, 415 Mission Street, Suite 5700, San Francisco, CA 94105, Attention: Chief Compliance Officer.
Item 18. Financial information
Not applicable.
Form ADV Part 2A, via the SEC Investment Adviser Public Disclosure site.