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UNC
Partners
Fax Cover Sheet
UNC Partners, Inc.
54 Burroughs Street
Boston, MA 02130 Phone: 617-522-2160 Fax: 617-522-2176
DATE:
July2, 1998
TIME:
11:00 AM
TO:
Emil Porter
PHONE:
White House Staff
FAX:
202-456-2223
FROM:
Ed Dugger
PHONE: 617-522-2160
UNC Partners, Inc.
FAX:
617-522-2176
RE:
Trillion Dollar Roundtable
Number of pages including cover sheet: 33
Message:
Dear Emil:
Enclosed is a proposal for the financial program to be presented at the Trillion Dollar
Roundtable that I have recommended to Reverend Jackson. Hc asked that I send you a
copy for your review, A hard copy of this document will be sent to you for overnight de-
liver.
Please note that the formation of four SBIC subsidiaries is an integral part of the private
equity capital proposal. I have not confirmed that this many SBIC's can be owned by one
parent partnership and would like your assistance in doing so.
Also please note that the DPIC concept referred to in the memo represents a large gap in
terms of a concrete program. We need your help in filling it.
If you have any questions, please do not hesitate to give me a call.
telephone
taxsimite
UNC
54
Partners
Burroughs Street
Boston
Massachusetts
02130-4017
www.uncpartners.com
Date
June 30, 1998
To
Reverend Jesse Jackson
From
Edward Dugger III
President, UNC Partners, Inc.
Re
Proposed Action Plan for the Wall Street Project
Trillion Dollar Roundtable
Introduction
As requested, I have prepared a document that could be used at the Trillion Dollar Roundtable to
explain to participants the purpose and scope of a private equity capital fund that embraces the vi-
sion of the Wall Street Project. This document has taken the form of a draft private placement
memorandum so that the fund is expressed in terms familiar to institutional investors. However,
there are still major gaps in the design of the fund (e.g., who the individual general partners will
be) that should be closed to present the strongest case for it, but I have not atten ned to fill them
without discussing with you how you would like to approach the underlying issues.
Although I have focused exclusively on what shape 1 believe a private equity capital fund should
take, I also continue to believe strongly that more than this type of fund is needed to address the
full vision of the Wall Street Project. In my May 31, 1998 memo to you, I outlined a more com-
prehensive investment program that I have presented again below as a way of demonstrating the
intentions of the Trillion Dollar Roundtable, even though the other components may not be as
fully formed as the private equity capital fund.
One way to approach this issue at the Trillion Dollar Roundtable on July 15th is to present the vari-
ous components of an investment program in the context of a project that goes beyond Wall Street
and incorporates Main Street as well. For example, if the investment program outlined below were
presented as "The Next American Century Project," than you could divide the components of the
investment program into two groups: those that primarily address capital formation issues and
those that primarily address the larger macro issues of rebuilding infrastructure. Given this dichot-
omy, you could present the investment program described below in the following manner:
2012-0043-5
DETERMINED TO BE AN
ADMINISTRATIVE MARKING
INITIALS: MA DATE: 12-8-11
UNC Partners, Inc.
I
Confidential
The Next American Century Project
The Wall Street Project
The Main Street Project
Goal
To close the wealth gap by in-
To repair and strengthen the na-
creasing:
tion's social fabric by rebuilding:
Access to capital
The economic infrastructure of
Opportunities for entrepre-
urban and rural communities
neurs of color
Employment opportunities for
Board membership
the working poor
Professional opportunities
Educational opportunities for
urban and rural children
Investment
Private Equity Capital Pro-
National Real Estate Invest-
Vehicle
gram
ment Trust (NREIT) Program
Secondary Market Program
Domestic Private Investment
Corporation Program (DPIC)
If you are interested in further developing this approach and incorporating it into part of the pres-
entation at the Roundtable, I would welcome the opportunity to assist.
The balance of this memo represents the remainder of my suggestions on how the investment pro-
gram should be discussed at the Roundrable
Presentation of the Financial Investment Program
The design of the financial investment program is based on the following assumptions:
The goal of this initiative is to mobilize $ billion in capital toward investments
that support an inclusive American economic system, thereby strengthening the na-
tion's social fabric and expanding its domestic markets. The focus of this capital
will be on:
The development and growth of minority controlled businesses.
The expansion of employment opportunities among those with lower incomes.
The rebuilding of economically sound urban and rural areas.
A range of investment instruments is both needed to address this goal and necessary
to attract a variety of financial institutions.
UNC Partners, Inc.
2
Confidential
The financial vehicles and processes developed should promote collaborative, working re-
lationships between investment managers of color and established, financial institutions in
order to build an extensive network of relationships within the mainstream of the American
business community.
Call for Action: Presentation of the Overall Program
The financial institutions supporting the Trillion Dollar Round Table would be asked to partici-
pate in an investment program designed to develop America's under served markets and under
utilized talent. Individually, they would be asked to commit up to 5% of their investment capi-
tal over a five-year period (i.e., 1% per year for five years). Collectively, they would be chal-
lenged to recruit other financial institutions to do the same with the goal of pooling their finan-
cial resources in an amount totaling $50 billion. The investment program offered them would
have four major components:
Private Equity Capital Program. An investment vehicle through which in-
vestors could expect to earn a competitive venture capital type return while assisting
entrepreneurs of color to acquire new businesses and expand existing ones in col-
laboration with established, mainstream financial institutions and major corpora-
tions.
Secondary Market Program. A financial vehicle through which investors
could expect to receive a competitive return from credit enhanced AAA securities, as
well as CRA Test credit, while providing a secondary market for a wide range of
community development loans, including: home mortgages, affordable rental
housing, commercial real estate and small business loans.
National Real Estate Investment Trust (NREIT) Pro; am. An invest-
ment vehicle through which investors could receive a competitive real estate type
return, while rebuilding the economic infrastructure of urban communities by as-
sisting in the assembly and development of under-utilized real estate in collaboration
with local and national development teams.
Domestic Private Investment Program (DPIC). The domestic equivalent
of the Overseas Private Investment Corporation (OPIC), this investment vehicle
would reduce the risk of financial institutions investing in and lending to companies
operating in less developed communities, serving under-served markets and/or em-
ploying/collaborating with under utilized talent, by providing them with guaranties,
loans and equity capital.
The target allocation of capital among these programs over a five-year period would be the fol-
lowing:
Private Equity Capital Program
$ billion
Secondary Market Program
$ billion
National Real Estate Investment Trust Program
$ billion
Domestic Private Investment Program
$ billion
Total
$ billion
UNC Partners, Inc.
3
Confidential
INLINE
WL 02
Capital invested in these programs would be based on commitments that would be taken down
over five years in approximate increments of 20% per year. The financial program would have
these additional features:
Relationship
Each program would be independent of the others, but
Among Programs
would be coordinated to have a targeted impact in terms of
communities, industries, etc., to reduce risk and to en-
hance returns.
Coordinating Role
The coordinating role would be assumed by a "Blue Rib-
bon" advisory board consisting of senior executives from
financial institutions participating in the Roundtable, expe-
rienced business professionals of color representing a va-
ricty of business sectors and a representative from the
Wall Street Project. This board would be staffed by full
time professionals and funded by an initial "placement fee"
from financial intermediaries receiving capital through this
initiative as well as an annual management fee. The staff
of the advisory board would perform the day-to-day ad-
ministrative tasks necessary for the board to fulfill its re-
sponsibilities, but would contract with the Wall Street
Project to provide research, public relations services and
outreach. The primary responsibilities of the advisory
board would be the coordination of collaboration among
financial intermediaries.
Selection of
Participating institutions could select among investment
Investment
vehicles, but all would be required to allocate at least 15%
Vehicles
of their commitment to the private equity program until it
reached its initial funding goal of $1 billion
The overall contribution of these programs to the goals of the Round Table is provided in Ex-
hibit A.
Presentation of Phase 1: Formation of a Private Equity Capital Fund
After providing participants with an overview of the comprehensive investment program, the
focus would shift to how they could participate in the first phase of the program, the formation
of a private equity capital fund. The design of the fund would be presented to them for discus-
sion and would be followed by endorsements of the program by key financial institutions.
These endorsements could then be reinforced by announcing the formation of a committee of
financial professionals to refine the design of the fund and prepare final documentation and
subscription agreements.
1 will call you today to schedule a time when you and I can discuss this memo as well as the private
placement memorandum that is attached.
UNC Partners, Inc.
4
Confidential
Exhibit A
SUMMARY OF FINANCIAL PROGRAM
for the
TRILLION DOLLAR ROUND TABLE
Financial
Organizational
Investment
Type of
Targeted
Product
Form
Security
Return
Impact
Private Equity
Limited partner-
Limited Partnership
Venture capital
The development, growth and main-
Capital Program
ships managed by
Interests
yields.
streaming of minority controlled busi-
specialized invest-
nesses. Focus will be on filling the market
ment management
gap for businesses seeking equity and sub-
firms.
ordinated capital from $100.000 to $15
million.
Secondary Market
Limited partner-
Limited pulmership
Treasury yields or
An increase in the availability of commu-
Program
ships or corpora-
interests, shares of
better.
nity development type loans for home
tions managed by
stock or CRA secu-
mortgages. affordable rental housing,
specialized invest-
rities enhanced to
commercial real estate and small busi-
ment management
AAA quality.
nesses.
firms.
National Real Estate
Investment Trust
Trust interests
Real estate invest-
The rebuilding of the economic infra-
Investment Trust
ment yields
structure of selected urban and rural com-
munities.
(NREIT)
Domestic Private
Corporation or
Shares of stock or
Long term bond
The mobilization of private capital and
Investment Program
Quasi-government
guaranteed-securi-
yields or better.
skills in the economic and social develop-
(DPIC)
agency
ties.
ment of less developed urban and rural
communities and communities in transition
from local market economies to regional
economies.
UNC Partners, Inc.
5
Confidential
UNC HH THERE
ID.010 2020
JUL
1.0.
Draft. For Discussion Only. Not for Distribution
The Next American Century Fund, L.P.
A private equity capital partnership
offering $1 billion in limited partnership interests.
Initiated by
The Wall Street Project
and the
Organizing Committee of the
Trillion Dollar Roundtable
2012-0043-S
DETERMINED TO BE AN
ADMINISTRATIVE MARKING
INITIALS: MA DATE: 12-8-11
Confidential
Private Placement Memorandum
July, 1998
10.011
T
his Memorandum is submitted in connection with a private placement of Limited Part-
nership Interests, and may not be reproduced, in whole or in part, for any other purpose.
The Limited Partnership Interests have not been registered in the United States with the
Securities and Exchange Commission or with any governmental authority in any other country.
In making an investment decision investors must rely on their own examination of the person or
entity creating the securities and the terms of the offering, including the merits and risks involved.
The securities offered hereby have not been recommended by any federal or state securities
commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed
the accurac (.: d termined the adequa. y of this document. Any representation to the contrary is
a criminal offense.
The securities offered hereby are subject to restrictions on transferability and resale and may not
be transferred or resold except as permitted under the Securities Act of 1933, as amended, and the
applicable state securities laws, pursuant to registration or exemption therefrom. Investors should
be aware that they will be required to bear the financial risks of this investment for an indefinite
period of time.
Table of Contents
The Next American Century Fund, L.P.
Private Placement Memorandum
Why Invest in The Next American Century Fund, L. P?
2
Executive Summary
5
Fund Objective and Opportunity
CC
Investment Strategy
10
Management of the Fund
15
Investment Record
16
Summary of the Offering
17
2012-0043-5
DETERMINED TO BE AN
ADMINISTRATIVE MARKING
INITIALS: MA DATE: 12-8-11
The Next American Century
1
Confidential
Why Invest in The Next American Century Fund?
High Returns from Under Served Markets.
The Next American Century Fund is a unique investment vehicle offering the sophisti-
cated investor an opportunity to pursue attractive investments that are inaccessible
through the public market, yet have the potential for substantially exceeding the long
term average returns of the traditional public equity indices. It will specialize in:
providing equity capital to under served markets where the potential for rapid
capital appreciation is great, while the valuation of investment securities re-
mains favorable;
collaborating with a range of strategic partners representing a cross-section
of the American business community to create new business initiatives that
are also high quality investment opportunities; and
forming partnerships with talented and experienced management profession-
als whose potential as entrepreneurs is untapped or under-utilized.
Capital invested in The Next American Century Fund will be used primarily to make di-
rect equity investments in privately-held companies comprising the under served and less
competitive private equity market of smaller businesses. Many of these investments will
be used to expand existing businesses, while others will be used to acquire them. In either
case, companies selected for investment will be poised for rapid growth and market lead-
ership. Investments will be structured to create a portfolio that will generate a minimum
return on investment to investors of 25% over the life of the fund. Actual returns are ex-
pected to be competitive with similar private equity funds.
A portion of invested capital will also be used to make indirect investments in smaller
businesses through investments in the following:
Four subsidiary private equity capital partnerships, each licensed to operate as a
Small Business Investment Company (SBIC). As such, these subsidiaries will sub-
The Next American Century
2
Confidential
stantially increase the Fund's access to capital and investment flexibility, thereby al-
lowing it to serve a broader segment of smaller businesses.
Several affiliated private equity capital funds in which the Fund has up to an 80%
ownership interest. These affiliated funds would have a similar focus on smaller
businesses as well as comparable return objectives.
High Impact from Targeted Investments
In addition to a competitive return on investment, investors in The Next American Cen-
tury Fund can also expect that their capital will be invested in a socially responsible man-
ner. In so doing, the Fund will acknowledge the role it can play in not only enhancing the
economic fabric of the communities in which its capital is invested, but its social fabric as
well. For instance, throughout the investment, portfolio management and divestment
process, The Next American Century Fund will use its capital, strategic partnerships and
network of management professionals to foster the development of opportunities for
business professionals of color to play a leadership role in the formation, operation and
ownership of new ventures. It will also promote policies that support the development of
inclusive work forces and their participation in the capital appreciation they help to cre-
ate.
A Unique Collaboration of Business Leaders and Financial Professionals
The Next American Century Fund will bring together a rare coalition of business leaders,
financial professionals and private equity capital that is committed to collaborating in the
achievement of the Fund's objectives. Although the success of The Next American
Century Fund will be the responsibility of its professional investment management team,
its leadership will be enhanced substantially through a close working relationship with
the Fund's National Board of Advisors and Collaborating Partners. The National Board
of Advisors will consist of some of the nation's leading business and financial executives
and will be co-chaired by Sanford Weill, CEO of the Travelers Group, and Reverend
Jesse Jackson, Sr., founder of the Wall Street Project and Rainbow/PUSH Coalition. It
will work closely with the management team to make available its extensive business
network in the implement the Fund's investment strategy.
The Next American Century
3
Confidential
Also working closely with the management team will be a formal network of Collabo-
rating Partners who are committed to fostering the development of business and invest-
ment opportunities for the Fund. Represented among these Collaborating Partners will be
investment banks; national and regional and community banks; national and local busi-
ness associations; and major corporations.
The investment management team of The Next American Century Fund also will repre-
sent an extensive business network resulting from a unique combination of professional
disciplines, investment management skills and business development experience. In ad-
dition to these attributes, the management team will bring to The Next American Century
Fund an entrepreneurial approach to the investment process. They will not only respond
to the investment opportunities brought to them by entrepreneurs through a comprehen-
sive marketing program, but will also work closely with a variety of strategic partners to
explore and develop new entrepreneurial opportunities in which professional managers
will participate as part of a collaborative team. These Fund-initiated ventures will have
the advantage of early partner involvement, enhanced equity participation by the Fund
and the extensive support of its collaborating partners.
The Next American Century
4
Confidential
UNI
402 9190
JUL 02 30
1:05 No 001 P.15
Executive Summary
The Next American Century Fund is a private equity capital partnership offering $1 bil-
lion in limited partnership interests to institutional and individual investors. Initiated by
the Wall Street Project and the Organizing Committee of the Trillion Dollar Roundtable,
the objective of The Next American Century Fund is twofold. First and foremost, its ob-
jective is to provide investors with a return that is competitive with other successful pri-
vate equity funds of its generation and scale. The second objective of The Next American
Century Fund is to consciously pursue inclusive investment policies and opportunities
that strengthen America's social fabric, expand its domestic markets and contribute to
America's competitiveness in the global economy of the 21" century. A summary of the
key features of the partnership is provided below.
The Fund
Investors in The Next American Century Fund ("NACF" or the "Fund")
will have the opportunity to participate in returns from direct investments
in private companies that have unusual prospects for appreciation in their
market value. The Fund will pursue its targeted minimum return to inves-
tors of 25% by capitalizing on business opportunities that anticipate near
term favorable changes in the business environment that will significantly
increase investment values. In general, such changes in the business CNVI-
ronment will result from an entrepreneurial approach to management, the
consolidation of industry competitors, a shift in cultural norms and/or the
application of innovative technology.
Organization
The Next American Century Fund will be organized as a Delaware limited
and
partnership with offices in
and
Management
. Overall management
of the Fund will be the responsibility of its General Partner, American
Century Partners, L. P. ("ACP, LP"), also a Delaware limited partnership.
Managing the day-to-day responsibilities of ACP, L.P. will be its five indi-
vidual General Partners:
,
the Managing General Partner;
:
;
; and
These individuals will perform their responsibilities through Next Genera-
tion Partners, Inc., an investment management company.
The Next American Century
5
Confidential
National Board
The National Board of Advisors of NACF will consist of eleven members
of Advisors and
Investment
representing a cross section of the nation's leaders in commerce, finance
Committee
and economic development. Co-chairing the National Board of Advisors
will be Sandford Weil, CEO of the Travelers Group, and Reverend Jesse
Jackson, Sr., founder of the Rainbow/PUSH Coalition and the Wall Street
Project. The Advisory Board will have responsibility for providing NACF
with a national network of business relations that will assist the General
Partner identify, develop and capitalize on unique business and investment
opportunities.
The Fund will also have an Investment Committee consisting of seven
members primarily representing the investors. This committee will have
responsibility for overseeing the implementation of the Fund's investment
strategy, confirming the valuation of portfolio investments, and resolving
conflicts of interest that may arise.
Subsidiaries
The Next American Century Fund will have four subsidiary private equity
capital funds that will each be licensed to operate as a Small Business In-
vestment Company (SBIC). The subsidiaries will each be capitalized by
NACF at $25 million and individually will raise an additional $90 million
either from the sale of preferred stock to the Small Business Administra-
tion (SBA). or the issuance of SBA guaranteed debentures. When fully
capitalized, each subsidiary will be funded at $115 million and in combi- -
nation will represent a pool of additional capital totaling $360 million.
Affiliates
The Next American Century Fund will also invest up to $400 million in
affiliated private equity capital funds that complement NACF's investment
strategy and extend its access to investment opportunities. The invest-
ments in affiliated funds may range from $10 million to $200 million and
may represent up to 80% of an affiliated fund's capitalization.
Collaborating
NACF will work closely with a, formal network of Collaborating Partners
Partners
to identify, develop and consummate unique business and investment op-
portunities. This network will include: investment bankers; national and
regional banking institutions; community banks; and major corporations.
Many of the collaborating partners will also be investors in NACF and all
will be strategically selected to enhance the implementation of its invest-
ment program.
The Next American Century
6
Confidential
ONL
10.017-482-9793
JUL 02'98
1:08 No. . 002 P.02
Allocation of
As indicated above, NACF will pursue an investment policy of portfolio
Capital
diversification through a combination of direct investments, capital cn-
hancements, and financial intermediaries. The allocation of capital among
these elements will be approximately the following:
Direct investments
50%
Capital enhancements (SBIC's)
10%
Affiliated financial intermediaries
40%
Commitments
The minimum investment in the Fund will be $10 million for institutional
investors and $1 million for individuals. However, the General Partner
reserves the right to accept commitments in lesser amounts. The General
Partner will make a commitment of 1% of total committed capital up to
$10 million.
Contributions
At the closing investors will be required to pay 10% of their commitment.
Thereafter, commitments will be payable in increments of not less than 5%
upon 30 days' notice.
Term
The Fund will have a term of 10 years, subject to two one year extensions.
Allocation of
In general, partnership income, gains and losses will be allocated 80% to
Income, Gains
and Losses
all partners in proportion to their capital contributions and 15% to the Gen-
eral Partner and 5% to the The Next American Century Foundation.
Distributions
Distributions will be made at the discretion of the General Partner first to
Partners in proportion to their capital contributions until Limited Partners
have received their capital contributions plus a return on investment of 7%.
Thereafter, the General Partner will receive distributions equal to 20% of
cumulative net income. Additional distributions will be made in propor-
tion to the Partners' respective capital accounts.
Management
The Fund will pay a management fee of 1.8% of committed capital to the
Fee
investment management company, Next Generation Partners, Inc.
("NGP"); and a service fee of 0.2% to the Wall Street Project. The man-
agement fee paid to NGP will be offset by 50% of advisory or investment
banking fees otherwise payable to NGP. up to the annual amount of the
fee.
The Next American Century
7
Confidential
Fund Objective and Opportunity
Objective: Capital Appreciation
The principal investment objective of The Next American Century Fund is to achieve a
return on investment to investors that is superior for the private equity industry through
the realization of capital gains. In so doing, The Next American Century Fund expects to
exceed its minimum target return of 25% and substantially outperform the Standard &
Poor Stock Index for the same investment period.
The fund will achieve its investment objective by pursuing high quality investment op-
portunities that are generally not available to institutions or individuals through the public
market or traditional sources of private placements. Although such investments are likely
to be relatively illiquid initially, they will be expected to rapidly appreciate in value over
a four to six year period and become liquid as a result of a merger, acquisition or public
offering.
Opportunity: Positive Social Impact
Sophisticated investors operating in today's complex financial world realize that their in-
vestment capital can achieve more than a simple return on investment. They recognize
that investment capital is a powerful stimulus for economic growth and prosperity and is
one of the resources used by fledgling businesses and great nations alike to pursue their
economic and social objectives. Through the use of intermediaries, such as The Next
American Century Fund, investors may indirectly contribute to the growth in this nation's
employment, the development of new businesses and the spread of new wealth through-
out its population. However, although almost all investment activity has some economic
or social impact, most investors do not have the opportunity to assess whether or not their
financial intermediaries are contributing to, or croding, the well-being of the communities
in which their capital is invested.
Investors in The Next American Century Fund will have an opportunity to earn a com-
petitive return on their investment while their capital is being invested in a socially re-
sponsible manner. Although each investment made will have a particular positive social
and economic impact in mind, all investments will contribute to America's smooth tran-
The Next American Century
8
Confidential
were 111
1D.011-482-9793
JUL 02'98
1:10 No . 002 P.04
sition to an inclusive society, as the nation rapidly becomes one of the world's most di-
verse industrialized nations. Furthermore, investors will not only be able to assess the
Fund's performance on the basis of its financial returns, but also on the societal dividends
it helps to generate as well.
The Next American Century
9
Confidential
Investment Strategy
The Next American Century Fund will achieve its investment objective by pursuing an
investment strategy that: 1) avoids competitive bidding; 2) concentrates the Fund's re-
sources on building companies that have unusual prospects for growth and increase in
value; and 3) promotes a diverse portfolio of investments. To achieve these require-
ments, The Next American Century Fund will implement a strategy that has the following
components:
Targeting of under served markets;
Collaborations with strategic partners to initiate new business opportunities;
and
Investments in other financial intermediaries that complement NACF's in-
vestment strategy and extend its access to a broad range of investment op-
portunities.
Target: Under Served Markets
Under served markets that have been largely ignored by the capital markets due to their
smaller size, lack of visibility or fragmented nature, represent a very large source of in-
vestment opportunities and a business environment in which the competition for clients is
moderate to low. Such an environment, when coupled with high quality client services,
lends itself not only to a more selective investment process and an important leadership
role, but to less inflated valuations and more favorable pricing of investment securities as
well.
The Next American Century Fund will minimize competitive bidding by providing equity
capital to markets where the gap between demand and supply is substantial and high
quality investment opportunities are increasing. Its primary market will be entrepreneurs
pursuing their business ventures through the acquisition or development of small or lower
market companies that compete in growth-oriented industries. Usually these companies
will be privately-held and controlled by owners seeking liquidity or growth through
product expansion, merger or acquisition. Such companies usually have the most diffi-
culty obtaining capital to implement their plans due to their size and the minimum in-
The Next American Century
10
Confidential
ONL PARINERO
ID.011 402-2190
JUL UZ 00
1:11 NO.002 P.U0
vestment levels set by most large financial institutions that are generally targeting middle
market companies.
The Next American Century Fund will target as either prospective clients or acquisition
candidates privately-held companies generally classified as small or lower market. Fur-
thermore, it will concentrate on companies that have one or more of the following attrib-
utes:
Owners at a Crossroad. This category includes owners who: 1) have decided that
one or more of multiple businesses is a poor fit with overall corporate strategies: 2)
are engaged in succession or estate planning; and/or 3) perceive their growth or di-
vestment options to be limited.
Business Environments in Transition. Included in this category are companies that
compete in industries that are experiencing significant change through industry con-
solidations, revision of government policy or shifts in regional or national demo-
graphics.
Favorable Regulatory Treatment. This includes companies that operate in regula-
tory environments that provide them with a competitive advantage in the purchase of
assets, the securing of financing or the selling of products and services.
Collaboration with Strategic Partners
The development of NACF-initiated investment opportunities will be done in close col-
laboration with a select group of strategic partners representing a cross-section of the
American business community. These collaborators will include:
Major corporations that can provide substantial support to a new business
venture in the form of joint ventures, divested businesses, purchasing rela-
tionships and minority ownership;
Industry experts that can provide insight into trends and opportunities
within particular industries and help design strategies for capitalizing on
them;
The Next American Century
11
Confidential
UNL ANTAENO
10.011-402-310
JUL 02 98
1:12 NO.002 P.07
Business executives who have demonstrated success in the management of
businesses and have an interest in building entrepreneurial ventures; and
Business associations that can help to coordinate collaborative efforts
among their membership. Examples of such business associations would in-
clude the various state Business Roundtables and local chambers of com-
merce.
This hand-picked group will collaborate with the General Partners of the Fund to: 1)
identify the business opportunities within targeted industries in general and specific mar-
kets in particular; 2) develop a strategy for entering and competing within these markets;
and 3) design an implementation plan for rapidly establishing a strong market position.
The common goal of this process will be to create new companies, primarily through the
acquisition and integration of existing businesses that can establish themselves as attrac-
tive, highly valued companies operating within the mainstream of the American business
community.
Further collaboration will occur in the recruitment and selection of management talent as
well as board members and advisors. In many cases, those professionals selected by the
General Partner as collaborators will become the CEO's of the newly formed companies
that result from this process.
One key benefit of this entrepreneurial approach to generating deal flow is that the in-
vestment opportunities generated will be proprietary in nature and will help to minimize
competitive bidding for attractive deals. They will also represent a good fit with the
Fund's investment strategy and return expectations from inception.
Portfolio Diversification
Key to the investment strategy of The Next American Century Fund will be a portfolio
that is diverse in terms of geographical location, business stage and use of leverage. In
addition to pursuing this type of diversification through a portfolio of direct investments,
the Fund will also accomplish this objective through the use of financial intermediaries
that will both enhance its access to low cost capital and to a broader range of investment
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opportunities. Specifically, NACF will allocate its investment capital in approximately
the following manner:
Direct Investments
50%
Capital Enhancements
10%
Affiliated Financial Intermediaries
40%
Direct Investments. The Next American Century Fund will focus its direct investments
on expansion financing for existing businesses and acquisition financing for both existing
and new businesses. In general. these investments will be made in companies that have
the opportunity to establish substantial competitive positions within their respective mar-
ket or industry segments and strong prospects for near term profitability and growth. The
size of the investments will vary, but will range from $5 million to $25 million.
Capital Enhancements. The Fund will further diversify its portfolio by obtaining lower
cost capital that will substantially increase its pool of capital and allow the Fund to pur-
sue a broader range of investment opportunities. It will accomplish this by establishing
four (4) subsidiaries as private equity partnerships that are each a licensed Small Business
Investment Company (SBIC). The Fund will initially capitalize each subsidiary at $25
million and they will individually raise an additional $90 million, either from the sale of
4% cumulative preferred stock to the Small Business Administration (SBA), or the issu-
ance of debentures guaranteed by the SBA. When fully capitalized each subsidiary will
be funded at $115 million and in combination will represent an additional pool of capital
totaling $360 million.
Strategically located in different geographic areas, the subsidiaries will complement the
Fund's direct investments by targeting smaller companies that have opportunities to es-
tablish strong competitive positions in local and regional markets as well as unusual
prospects for rapid growth in their scale of operation and market value. In general, in-
vestments will range in size from $500,000 to $5 million.
Affiliated Financial Intermediaries. Further diversification will be achieved by in-
vesting up to $400 million in private equity capital partnerships that are affiliates of the
Fund. An affiliated partnership will have a formal agreement with the Fund specifying
its commitment to pursuing investments of mutual interest and its co-investment relation-
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ship. Investments in affiliated funds may range from $10 million to $200 million and
may represent up to 80% of a fund's capitalization.
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Management of the Fund
The management of The Next American Century Fund will be the responsibility of Next
Generation Partners, Inc., a private equity investment management company, under the
direction of the Fund's General Partner, American Century Partners, L.P. The day-to-day
operations of the general partner will be the responsibility of its individual general part-
ners, a group of seasoned investment and portfolio management professionals.
Qualifications
(To be completed)
Individual Profiles
(To be completed)
Working Relationship
(To be completed)
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Investment Record
Background
(To be completed)
The Next American Century
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Summary of the Offering
The Offering and Subscription Procedures
Entity. The offering is being made by The Next American Century Fund, a Delaware
limited partnership (the "Partnership" or the "Fund"), with its principal office in
. The General Partner of the Fund is American Century Partners, L.P., a
Delaware limited partnership (the "General Partner" or "ACP"), The day-to-day man-
agement of the Fund will be the responsibility of the individual general partners of ACP.
Size. The Partnership expects to raise an aggregate of $1 billion through the sale of Lim-
ited Partnership Interests (the "Interests") to selected institutional and individual inves-
tors. If the Partnership receives binding commitments of $500 million, the General Part-
ner may elect to hold an initial closing and to continue the offering for a period of up to
six months following the initial closing.
Commitments. The minimum investment in the Partnership will be $10 million for in-
stitutional investors, and $1 million for individuals, except that the General Partner re-
serves the right to accept commitments in lesser amounts. The General Partner will make
a capital commitment to the Partnership of 1% of the Partnership's total committed capi-
tal (up to a maximum commitment of $10 million), payable at the same proportions as the
Investors' capital contributions.
Closing and Capital Contributions. Each Investor will be required to execute the Lim-
ited Partnership Agreement (or an amendment thereto) upon its admission as a Limited
Partner of the Partnership. At the closing, each Investor will be required to pay 10% of
its capital commitment. To ensure that capital will be available for investment when op-
portunities arise, the remainder of each Investor's capital commitment will be payable in
whole or in part from time to time upon 30 days' notice from the General Partner. It is
anticipated that the final installment of contributions to the Partnership will be called
prior to the fifth anniversary date of the initial closing. Failure to pay any committed
funds when due will result in a forfeiture to the Partnership of 50% of the Investor's total
capital commitment and a corresponding reduction in that Investor's capital account.
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