Orangewood, a Delaware limited liability company and a registered investment adviser, and its
affiliated investment advisers provide investment advisory services to investment funds privately
offered to qualified investors in the United States and elsewhere. Orangewood commenced
operations in 2015.
Orangewood’s clients include the following blind pool vehicles (each, a “Fund,” and collectively,
together with any single asset, special purpose or other investment vehicles disclosed in Form
ADV Part 1A and future private investment fund to which Orangewood and/or its affiliates provide
investment advisory services, the “Funds”):
• Orangewood Partners II, L.P.
• Orangewood Partners II-A, L.P.
• Orangewood Partners III, L.P.
• Orangewood Partners III-A, L.P.
The following general partner entities are affiliated with Orangewood (each, a “General Partner,”
and collectively, together with any general partner entities of single asset, special purpose or other
investment vehicles disclosed in Form ADV Part 1A and future affiliated general partner entities,
the “General Partners,” and together with Orangewood and their affiliated entities, the “Firm”).
• Orangewood Partners II GP, L.P.
• Orangewood Partners III GP, L.P.
Each General Partner is subject to the Advisers Act pursuant to Orangewood’s registration in
accordance with SEC guidance. This Brochure also describes the business practices of the General
Partners, which operate as a single advisory business together with Orangewood.
The Funds are private equity funds and invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” Orangewood’s investment advisory
services to the Funds consist of identifying and evaluating investment opportunities, negotiating
the terms of investments, managing and monitoring investments and achieving dispositions for
such investments. Where such investments consist of portfolio companies, the senior principals or
other personnel of Orangewood or its affiliates generally serve on such portfolio companies’
respective boards of directors or otherwise act to influence control over management of portfolio
companies in which the Funds have invested.
Orangewood’s advisory services to the Funds are detailed in the relevant private placement
memoranda or other offering documents (each, a “Memorandum”), management services
agreements, limited partnership or other operating agreements of the Funds (each, a “Partnership
Agreement” and, together with any relevant Memorandum, the “Governing Documents”) and
are further described below under “Methods of Analysis, Investment Strategies and Risk of Loss.”
Investors in the Funds (generally referred to herein as “investors” or “limited partners”) participate
in the overall investment
program for the applicable Fund, but in certain circumstances are excused
from a particular investment due to legal, regulatory or other agreed-upon circumstances pursuant
to the Governing Documents; for the avoidance of doubt, such arrangements generally do not and
will not create an adviser-client relationship between Orangewood and any investor. The Funds or
the General Partners generally enter into side letters or other similar agreements (“Side Letters”)
with certain investors that have the effect of establishing rights under, or altering or supplementing
the terms (including economic or other terms) of, the Governing Documents with respect to such
investors.
Additionally, as permitted by the Governing Documents, Orangewood expects to provide (or agree
to provide) investment or co-investment opportunities (including the opportunity to participate in
co-invest vehicles) to certain current or prospective investors or other persons, including other
sponsors, market participants, finders, consultants and other service providers, portfolio company
management or personnel, Orangewood personnel and/or certain other persons associated with
Orangewood and/or its affiliates (e.g., a vehicle formed by Orangewood’s principals to co-invest
alongside a particular Fund’s transactions). Such co-investments typically involve investment and
disposal of interests in the applicable portfolio company at the same time and on the same terms
as a Fund making the investment. However, for strategic and other reasons, a co-investor or co-
invest vehicle (including a co-investing Fund) may purchase a portion of an investment from one
or more Funds after such Funds have consummated their investment in the portfolio company (also
known as a post-closing sell-down or transfer), which generally will have been funded through
Fund investor capital contributions and/or use of a Fund credit facility. Any such purchase from a
Fund by a co-investor or co-invest vehicle generally occurs shortly after the Fund’s completion of
the investment to avoid any changes in valuation of the investment, but in certain instances could
be well after the Fund’s initial purchase. Where appropriate, and in Orangewood’s sole discretion,
Orangewood reserves the right to charge interest on the purchase to the co-investor or co-invest
vehicle (or otherwise equitably to adjust the purchase price under certain conditions), and to seek
reimbursement to the relevant Fund for related costs. However, to the extent any such amounts are
not so charged or reimbursed (including charges or reimbursements required pursuant to applicable
law), they generally will be borne by the relevant Fund.
As of December 31, 2023, Orangewood managed $908,937,124 in client assets on a discretionary
basis. Orangewood is controlled by Alan and Neil Goldfarb.