A. Background and Principal Owners
Arroyo Investors (“
Arroyo”) is a Delaware limited liability company that was formed in
February 2014. Arroyo became a registered investment adviser with the U.S. Securities and
Exchange Commission in June 2015. Arroyo operates as an investment management firm
targeting power and energy infrastructure assets in North America and Chile. Arroyo is
headquartered in Spring, Texas and has an additional office in Santiago, Chile.
Arroyo is controlled and managed by David Field and Chuck Jordan (the “
Partners”), who
collectively have more than 50 years of experience in the wholesale gas and power sectors,
approximately 40 years of executing transactions following this investment model, and over 15
years of working together as a team.
David Field, Chuck Jordan and Pam Baden
1, founded Arroyo Energy Investors I, a $500
million fund in 2003 (“
Fund I”) and operated it under an investment strategy substantially
similar to Arroyo’s investment strategy. The Bear Stearns Companies Inc. (“
Bear Stearns”)
was the sole investor of Fund I. Following JP Morgan’s acquisition of Bear Stearns in 2008,
David Field, Chuck Jordan and Pam Baden continued to manage the Fund I investments as
principals within JP Morgan’s Global Commodities Principal Investment Division. Fund I is
no longer making new investments. Pursuant to a Commercial Management Agreement (the
“
Commercial Management Agreement”) between J.P. Morgan Ventures Energy Corporation
(“
J.P. Morgan”) and Arroyo, Arroyo previously provided advisory services to J.P. Morgan
with respect to Fund I investments that had not yet been liquidated. Arroyo no longer provides
any supervisory or management services to Fund I. Therefore, Fund I is not included in
Arroyo’s regulatory assets under management.
Arroyo provides discretionary investment advisory and management services for private equity
funds and certain co-investment and parallel investment vehicles, including Arroyo Energy
Investors Fund II, L.P. (“
Fund II”), Arroyo Energy Investors Fund III, L.P. (“
Fund III”),
Arroyo Investors Fund IV, L.P. and Arroyo Investors Fund IV-B, L.P. (together “
Fund IV”
and, collectively with Fund II and Fund III, the “
Main Funds.” Arroyo PEM Direct Investment
I, L.P. (“
PEM Co-Invest”), Arroyo Huinala Direct Investment I, L.P., (“
Huinala Co-Invest”),
Arroyo Trinity Direct Investment I, L.P. (“
Trinity Co-Invest”), and Arroyo Tortuga Direct
Investment-A, L.P., Arroyo Tortuga Direct Investment-B, L.P. (together “
Tortuga Co-Invest”)
and Arroyo Dunamis Direct Investment I-A, L.P., Arroyo Investors Fund IV-B, L.P., and
Arroyo Dunamis Direct Investment I-B, L.P. (“
Dunamis Co-Invests”) collectively , the “
Co-
Invest Vehicles”. The Main Funds, Co-Invest Vehicles and other private equity funds and co-
investment and parallel investment vehicles launched after the date hereof, are hereafter
referred to as the “
Funds”; the Funds are Arroyo’s “
Fund Clients”. Funds will typically be
formed as a limited partnership with affiliate(s) of Arroyo acting as the general partners of the
Funds. In certain cases, some of the investment vehicles used to facilitate the Funds’
investments may have corporate or other structures and may or may not be domiciled in the
United States.
Arroyo Energy Investors Fund II GP, L.P. serves as the general partner of Fund II; Arroyo
Energy Investors Funds III GP, L.P. serves as the general partner of Fund III; Arroyo Investors
Fund IV GP, L.P. serves as the general partner of Fund IV; Arroyo PEM Direct Investment I
GP, L.P. serves as the general partner of PEM Co-Invest; Arroyo Huinala Direct Investment I
GP, L.P. serves as general partner of Huinala Co-Invest; Arroyo Trinity Direct Investment I
1 Note: Pam Baden retired in 2010.
GP, L.P. serves as the general partner of Trinity Co-Invest; Arroyo
Tortuga Direct Investment
I GP, L.P serves as the general partner of Tortuga Co-Invest; Arroyo Dunamis Direct
Investment I GP, LP serves as general partner of the Dunamis Co-Invests (each a “General
Partner” and together the “General Partners”). The General Partners are not required to
register but instead rely on our investment adviser registration instead of separately registering
as investment advisers with the Securities and Exchange Commission (“SEC”) under the
Investment Advisers Act of 1940, as amended (“Advisers Act”). See Item 10. References
throughout this document to “Arroyo,” include the General Partners, except as the context
otherwise requires.
B. Types of Advisory Services
Arroyo only provides investment advisory and management services to the Funds. Arroyo
intends to realize medium and long-term capital appreciation for its Fund Clients by investing
their assets in the power and energy infrastructure sectors in the Americas. In the future, Arroyo
may manage additional Funds.
Arroyo may invest the Main Funds alongside strategic, financial or other third-party co-
investors, and may offer to certain of the Main Funds’ investors (the “Investors”) or other
persons the opportunity to participate in co-invest vehicles that will invest in certain portfolio
companies alongside the respective Fund. Such co-invest vehicles typically invest and dispose
of their investments in the applicable portfolio company at the same time and on the same terms
as the Main Fund.
Subject to certain limitations, Arroyo may establish continuation vehicles with respect to one
or more permitted investments of the Main Funds and may sell or otherwise structure the
transfer or contribution of applicable investments to any such continuation vehicles. Subject
to certain limitations, Arroyo may establish separately managed accounts with investment
objectives and strategies substantially similar to the investment objective of the Main Funds
and other funds with a primary focus on debt investments.
Arroyo’s investment advisory services to the Funds include sourcing, investigating, analyzing,
structuring and negotiating potential investments, monitoring the performance of portfolio
companies, and advising the Funds as to disposition opportunities. Arroyo tailors its advisory
services to the Funds in accordance with the respective Fund’s investment strategy, as disclosed
in such Fund’s private placement memoranda, management agreements and partnership
agreements (the “Offering Documents”). Additional specific details of the Adviser’s advisory
services are set forth in the respective Fund’s Offering Documents and are further described
below in Item 8, “Methods of Analysis, Investment Strategies and Risk of Loss.”
Outside of the services described above, Arroyo offers no other advisory or management
services (e.g., financial planning, quantitative analysis, tax planning or market timing services).
In the future, Arroyo may provide “asset management” services to Fund Clients to meet day-
to-day treasury, accounting, tax and regulatory obligations, and such services will be provided
at market rates; however, Arroyo does not currently charge for any such services.
C. Tailoring of Advisory Services
As noted in Item 4(B) above, Arroyo will tailor the advisory services provided to the Funds to
meet the investment strategy set forth in the respective Fund’s Offering Documents. However,
Arroyo will not tailor its advisory services to the needs of the individual Investors, and
Investors may not impose restrictions on the securities or types of securities in which the Funds
invests.
D. Wrap Fee Programs
Arroyo does not offer or participate in wrap fee programs.
E. Assets Under Management
Arroyo currently has assets under management of approximately $2.2 billion including gross
assets and uncalled capital for funds as of December 31, 2023. Arroyo manages all assets on a
discretionary basis.