The Registrant, a Delaware limited liability company and a registered investment adviser,
provides investment advisory services to investment funds privately offered to qualified investors
in the United States and elsewhere. The Registrant commenced operations in April 2019.
The clients of the Adviser (defined below) include the following (each, a “Fund,” and
together with Acquisition I (defined below) any future private investment fund to which the
Adviser and/or its affiliates provide investment advisory services, the “Funds”):
• HFM Acquisition I, LLC (“Acquisition I”)
• Hildred Equity Associates II, LP (the “Executive Fund”)
• Hildred Equity Partners II, LP (together with Hildred Equity Partners II-A, LP and
Hildred Equity Partners II-FR, LP, “Fund II”)
• Hildred Equity Partners II-A, LP
• Hildred Equity Partners II-FR, LP
• Hildred Capital Co-Invest-DC LP (“Co-Invest-DC”)
• Hildred Capital Co-Invest-Natural LP
• Hildred Capital Co-Invest-SMH LP (“Co-Invest-SMH”)
• Hildred Capital Co-Invest-AC LP (“Co-Invest-AC”)
• Hildred Capital Co-Invest-CL LP (“Co-Invest-CL” and together with Co-Invest-
DC, Co-Invest-Natural, Co-Invest-SMH, Co-Invest- AC, the “Co-Invest Funds”)
• Hildred Perennial Partners I, LP (“HPPI”)
The following general partner entities are affiliated with the Adviser (defined below):
• HFM Managing Member I, LLC (the “Managing Member”)
• Hildred Partners GP II, LP (the “General Partner”)
• Hildred Perennial Partners GP I, LP (the “HPPI General Partner”)
Hildred Capital Management II, LP (“HCM II” and, together with the General Partner, “HCM”)
and Hildred Fund Management, LLC (“HFM” and, together with the Registrant and HCM II, the
“Adviser”) are affiliated with the Registrant and are listed as “relying advisers” on the Registrant’s
Form ADV, Part 1. HCM II’s clients include Fund II, the Executive Fund, HPPI and the Co-Invest
Funds. The General Partner is the general partner of Fund II, the Executive Fund, and the Co-
Invest Funds; HPPI General Partner is the general partner of HPPI and both are affiliates of the
Adviser. HCM II. HPPI General Partner and the General Partner are subject to the Advisers Act
pursuant to the Registrant’s registration in accordance with SEC guidance. HFM’s sole client is
Acquisition I, a single-investment fund. The Managing Member is the managing member of
Acquisition I and an affiliate of the Adviser. HFM and the Managing Member are subject to the
Advisers Act pursuant to the Registrant’s registration in accordance with SEC guidance. This
Brochure also describes the business practices of HCM II, the General Partner, HPPI General
Partner, HFM and the Managing Member, which operate as a single advisory business together
with the Registrant. The Adviser, the General Partner and the Managing Member are collectively
referred to herein as the “Firm.”
The Adviser is affiliated with Hildred Capital Partners, LLC (“HCP”), which manages
certain family office vehicles and accounts. From time to time, HCP will direct the accounts it
manages to make investments in or alongside clients, investment funds or other vehicles advised
or sponsored by the Adviser in which clients of the Adviser also invest.
The Firm makes primarily growth equity investments in lower middle market and middle
market health-care oriented companies located in the United States or Canada. The Firm’s overall
investment philosophy is to seek to achieve long-term capital appreciation through a value- oriented
approach, while mitigating operating and financial risk across both portfolio companies and the
overall portfolio. The Funds are private
equity funds and invest through negotiated transactions in
operating entities, generally referred to herein as “portfolio companies.” The Firm’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. From time to time, where such
investments consist of portfolio companies, the senior principals or other personnel of the Firm or
its affiliates 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 Firm’s advisory services to the Funds are detailed in the applicable private placement
memoranda or other offering documents (each, a “Memorandum”), investment management
agreements, limited partnership or other operating agreements or governing documents (each, a
“Partnership Agreement,” and, as applicable, together with any relevant Memorandum, the
“Governing Documents”) and are further described below under “Methods of Analysis,
Investment Strategies and Risk of Loss.” The Funds are generally offered to investors
(“Investors”) who are both (i) accredited investors as defined under the Securities Act of 1933, as
amended (the “Securities Act”) and “qualified purchasers” as defined in section 2(A)(51)(A) of
the Investment Company Act of 1940, as amended (the “Investment Company Act”), (ii)
“knowledgeable employees” (as defined in Rule 3c-5 under the Investment Company Act) or (iii)
non-United State Persons. Investors must also meet other applicable suitability requirements as
outlined in the Funds’ Governing Documents.
Investors in the Funds (generally referred to herein as “investors” or “limited partners”) participate in
the overall investment program for the applicable Fund but may be excused from a particular
investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant
Governing Documents. The Funds or the Firm may 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 relevant
Governing Documents with respect to such investors.
Additionally, from time to time and as permitted by the relevant Governing Documents,
the Firm offers 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, the Firm’s personnel and/or
certain other persons associated with the Firm and/or its affiliates (e.g., a vehicle formed by the
Firm’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 the Fund making the investment. However, from time to time,
for strategic and other reasons, a co-investor or co-invest vehicle 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).
As of December 31, 2023, the Firm managed approximately $1,467,841,422 in client assets
on a discretionary basis. The Adviser is owned and controlled by David Solomon and Andrew
Goldman.