The Adviser, a Delaware limited partnership 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. The Adviser commenced
operations in August 2018.
The Adviser’s clients include the following (each, a “Fund,” and collectively, together
with any future private investment funds to which the Adviser and/or its affiliates provide
investment advisory services, the “Funds”):
Arcline Capital Partners LP and Arcline Capital Partners A LP (“Fund I”);
Arcline Capital Partners Associates LP (the “Associates Fund”);
Arcline Capital Partners II LP, Arcline Capital Partners II-A LP and Arcline Capital
Partners II Executive LP (“Fund II”); and
Arcline Capital Partners III LP, Arcline Capital Partners III-A LP and Arcline Capital
Partners III Executive LP (“Fund III”).
The following general partner entities are affiliated with the Adviser:
Arcline Capital Partners GP LP;
Arcline Capital Partners II GP LP; and
Arcline Capital Partners III GP LP
(each a “General Partner,” and collectively with any future general partner entities, the “General
Partners,” and collectively with the Adviser and its affiliated entities, “Arcline”).
Each General Partner is subject to the Advisers Act pursuant to the Adviser’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 the Adviser.
The Funds are closed-end private equity funds and invest through negotiated transactions
in operating entities, generally referred to herein as “portfolio companies.” Arcline’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. Although investments are made predominantly in non-public
companies, investments in public companies are permitted. Where such investments consist of
portfolio companies, the senior principals or other personnel of Arcline 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.
The advisory services to the Funds are detailed in the relevant Fund’s private placement
memoranda or other offering documents (each, a “Memorandum”), limited partnership or other
operating agreements or governing documents 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; such arrangements
generally do not and will not create an adviser-client
relationship between Arcline 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 (including economic or other terms) under, or altering or
supplementing the terms of, the Partnership Agreement with respect to such investors.
Additionally, as permitted by the Governing Documents, Arcline 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, AVCG members (as defined under the
heading “The Arcline Value Creation Group and Consultants” below), third-party consultants
(“Consultants”), personnel of the Arcline Affiliated Law Firm (as defined under the heading
“Arcline Affiliated Law Firm” below) and other service providers, portfolio company management
or personnel, Arcline personnel and/or certain other persons associated with Arcline and/or its
affiliates. 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 the Fund making the
investment. However, for strategic and other reasons, a co-investor or co-invest vehicle (including
a co-investing Fund) purchases 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 Arcline’s sole discretion, Arcline 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. To the extent the Fund makes use of a credit facility to invest in a
portfolio company or pay related expenses, it generally does not expect to be reimbursed separately
by co-investors for use of the facility.
As of December 31, 2023, the Adviser managed approximately $13,961,200,000 in client
assets on a discretionary basis. The Adviser’s founders and principal owners are Rajeev Amara
and Shyam Ravindran (the “Founders”), who serve as the Adviser’s Chief Executive Officer and
President, respectively. The Adviser’s sole general partner, Arcline Holdings LLC, is a Delaware
limited liability company wholly owned by Mr. Amara.