Arcadius Capital Partners Inc. (“Arcadius”, the “Firm”, “us”, or “we”) is a Canadian
corporation and an SEC- registered investment adviser1 that also serves as general partner to the SW
Fund (as defined below) (the “General Partner”) and began operations in November 2014.
Arcadius, together with its affiliates, as further described in Item 10 below “Other Financial
Industry Activities and Affiliations” (collectively “Arcadius,” the “Adviser,” “we,” “our,” or
“us”), provides investment advisory services to private equity fund clients (the “Arcadius
Fund(s)” or the “Fund(s)”). Arcadius is controlled by its principal owners, Jay Brown, Don
Hansen and Tym Tombar (the “Principals”).
Two of Arcadius’ affiliated investment advisers, SW Capital Partners Inc. and Tombar
Energy Holdings, Inc., together serve as the general partners of SW Energy Capital Limited
Partnership, a fund that has completed its investment cycle and is focused on managing and
identifying exit opportunities for its remaining investments.
Arcadius’ clients are Arcadius (SW) Energy Capital, LP, a Delaware limited partnership
(“Arcadius (SW) Fund”) and SW Energy Capital Limited Partnership (“SW Fund”) (and
together with any future private investment funds managed by Arcadius, the “Arcadius Funds”
and each individually an “Arcadius Fund”). Arcadius Capital and the sub-advisor, Arcadius
Capital Partners (US) Inc. (the “Sub-Advisor”), are generally operated as a single advisory
business and are controlled by their Principals.
Arcadius advises SW Fund and Arcadius (SW) Fund, private equity funds that focus on
investments in upstream and midstream oil and gas companies. Arcadius may also sponsor and
manage other investment vehicles (“Co-Investment Vehicles”) that will offer investors
opportunities to co-invest alongside the Fund.
The Funds invest through privately negotiated transactions in operating entities. Arcadius’
investment advisory services to the Funds consist of identifying and evaluating investment
opportunities, negotiating investments, managing and monitoring investments and achieving
dispositions for such investments. Investments are made predominantly in non-public companies,
although investments
in public companies are permitted. From time to time, the Principals or other
personnel of Arcadius may serve on the boards of directors of Fund portfolio companies or
otherwise act to influence control over management of portfolio companies held by the Fund.
Arcadius’ advisory services for its Funds are detailed in the applicable Fund’s private
placement memorandum, limited partnership agreement and related organizational documents
(collectively the “Fund Governing Documents”), which is further described below under Item 8
“Methods of Analysis, Investment Strategies and Risk of Loss.” Arcadius conducts its investment
advisory activities so as to comply with the investment objective, guidelines and restrictions set
forth in the Fund Governing Documents, as the same may be amended from time to time. However,
because the Funds are pooled investment vehicles, Arcadius does not take the circumstances of the
Funds’ individual investors into consideration when providing investment advice to the Funds.
Investors in the Funds (each an “Investor”) participate in the overall investment program
for the applicable Fund, but may be excused from a particular investment due to legal, regulatory,
1 Registration does not imply a certain level of skill or training.
or other applicable constraints. Arcadius, on behalf of an Arcadius Fund, may from time to time,
enter into side letter agreements or other similar agreements with one or more Investors, which
provide such Investors with additional or different rights (including with respect to economic
incentives, access to information, excuse rights and liquidity terms) than the Investors otherwise
have pursuant to the Fund Governing Documents. Arcadius, on behalf of a Fund, may enter into
such side letters with any party as Arcadius may determine, in its sole and absolute discretion, at
any time. Additionally, Arcadius may form feeder fund vehicles or use alternative structures to
address particular legal, regulatory, tax or other considerations particular to any investor or class
of investors.
We currently manage $131,051,984 in regulatory assets under management on a
discretionary basis as of December 31, 2023. Arcadius does not manage assets on a non-
discretionary basis. Arcadius does not participate in wrap fee programs.