Founded in 2012, May River Capital, LLC, an Illinois limited liability company (and collectively with
the general partners, unless the context otherwise requires, “May River” or the “Firm”), is a Chicago-
based private equity firm focused on making control equity investments in small, high-caliber,
industrial growth businesses that have the potential to be transformed into larger, more valuable
enterprises. The Firm concentrates on private companies predominately headquartered in North
America and generally targets investments in companies that engage in high-value manufacturing
and/or provide engineered products, industrial services and value-added industrial distribution. May
River has a particular interest in acquiring entrepreneur and family-owned companies where it
represents the first institutional capital invested in the business, allowing the Firm to make a significant
and positive impact by leveraging its operational and strategic expertise and that of its network.
May River’s clients include the following investment platforms and private funds: various pre-fund
investments (the “Pre-Fund Investments”); May River Capital Fund I, LP (“Fund I”); May River
Capital Fund II, LP (“Fund II”); May River Executive Fund II, LP (“Fund II Executive Fund”); May
River Capital Fund III, LP and May River Capital Fund III-A, LP (collectively, “Fund III”); and May
River Executive Fund III, LP (“Fund III Executive Fund” and together, Fund I, Fund II, Fund II
Executive Fund, Fund III and Fund III Executive Fund, the “Funds” and together with the Pre-Fund
Investments, the “Clients”).
May River serves as the manager of the Pre-Fund Investments (the “Manager”); May River I GP, LLC
serves as the general partner of Fund I, May River GP II, LLC serves as the general partner of Fund
II and the Fund II Executive Fund and May River GP III, LP serves as the general partner of Fund
III and Fund III Executive Fund (each a “General Partner” and collectively the “General Partners”).
Both the Manager and the General Partners have been granted authority to make investment decisions
on behalf of their respective Clients and are deemed registered under the Investment Advisers Act of
1940, as amended (“Advisers Act”), pursuant to May River’s registration in accordance with SEC
guidance. The applicable General Partner of each Fund retains investment discretion and investors
in the Funds do not participate in the control or management of the Funds. While the General
Partners maintain ultimate authority over the Funds, May River has been delegated the role of
investment adviser.
May River provides discretionary investment advisory services as a private equity fund manager to its
Clients. The Clients invest through privately negotiated transactions in operating companies, generally
referred to as “portfolio companies.” Each portfolio company has its own independent management
team responsible for managing its day-to-day operations, although the senior principals or other
personnel and/or third parties appointed by May River will generally serve on such portfolio
companies’ respective boards of directors or otherwise act to influence control over management. In
addition, in some cases, May River will more directly influence the day-to-day management of a
portfolio company by recruiting and installing certain individuals in various leadership roles, such as
chief executive officer, chief operating officer, chief financial officer or in other roles. May River’s
investment advisory services to the Clients consist of identifying
and evaluating investment
opportunities, negotiating the terms of investment, managing and monitoring investments and
achieving disposition of such investments. Investments are made in nonpublic companies, although
investments in public companies are permitted in certain instances.
May River does not tailor its advisory services to the individual needs of investors in its Clients; the
Firm’s investment advice and authority for each Client is tailored to the investment objectives of that
particular Client. These investment objectives are described in and governed by, as applicable, the
private placement memorandum, limited liability company and/or limited partnership agreements, as
applicable, investment advisory agreements, management services agreements, subscription
agreements, side letters and other governing documents of the relevant Client (collectively,
“Governing Documents”) and investors determine the suitability of an investment in a Client based
on, among other things, the Governing Documents. For the Funds, the Firm does not seek or require
investor approval regarding each investment decision; however, for the Pre-Fund Investments,
investors fund a specific amount of capital in each deal and receive a right of first refusal for follow-
on investments in an amount pro rata to their committed capital.
Underlying investors in each Client generally cannot impose restrictions on investing in certain
securities or types of securities, other than through side letter agreements. Moreover, investors in the
Funds participate in the overall investment program for each such Fund and cannot be excused from
a particular investment except pursuant to the applicable Governing Documents. In accordance with
industry common practice, May River has entered into side letters or similar agreements with certain
investors including those who have made substantial commitments of capital or who were early stage
investors, or for other reasons in the sole discretion of May River, in each case that have the effect of
establishing rights under, or altering or supplementing, a Client’s Governing Documents. Examples
of side letters entered into include acknowledgement of interest in participating in a co-investment
opportunity, certain fee arrangements, notification provisions, limited partner advisory committee
representation, reporting requirements and “most favored nations” provisions, among others. These
rights, benefits or privileges are not always made available to all investors nor in some cases are they
required to be disclosed to all investors, consistent with general market practice. Commencing in
March 2025, May River will make required disclosure of certain side letters to all investors (and in
certain cases, to prospective investors) in accordance with the new Private Fund Rule. Side letters are
negotiated at the time of the relevant investor’s contribution, and once invested in a Client, investors
generally cannot impose additional investment guidelines or restrictions on such Client. There can be
no assurance that the side letter rights granted to one or more investors will not in certain cases
disadvantage other investors.
May River does not participate in wrap fee programs.
As of December 31, 2023, May River managed approximately $1,055,935,090 in Client assets, all
managed on a discretionary basis.
May River is ultimately owned equally by its three principals: Charles Grace, Daniel Barlow and
Stephen Griesemer. For more information about May River’s owners and executive officers, see May
River’s Form ADV Part 1, Schedule A.