Riata Capital Group, LLC (the “Adviser” or “RCG”), a Delaware limited partnership formed
in 2014 is a SEC registered adviser with its headquarters in Dallas, Texas
1. The Adviser is led and
managed by Jeff S. Fronterhouse, F. Barron Fletcher III and Blake R. Battaglia (the “Managing
Partners” or “Principals”).
The Adviser is a private equity firm that invests in established, high growth middle market
companies with a focus on the Business Solutions, Consumer and Healthcare Services sectors. The
Adviser provides investment advisory, management and other services on a discretionary basis to
private investment funds (each a “Fund”, “Client”, or “Partnership,” and collectively, the “Funds”,
“Clients”, or “Partnerships”), for sophisticated, qualified investors (“Investors” or “Limited Partners”).
The general partner or equivalent of each Fund is, or will be, an affiliate of the Adviser (each
a “General Partner”). Each General Partner is, or will be, subject to the Investment Advisers Act of
1940, as amended (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 governing documents of each Client may
also provide for the establishment of other alternative investment vehicles in certain circumstances.
Investors may participate in such vehicles for the purposes of certain investments, and if formed, such
vehicles would also become Clients of the Adviser. In this Brochure, because it is uncertain whether
such additional alternative investment vehicles will be classified as Clients of the Adviser, when we
refer to a Fund or Client, we are also referring to such additional alternative investment vehicles, if any.
The Funds are structured as private equity funds that invest through negotiated transactions in
operating entities, generally referred to herein as “portfolio companies.” The Adviser’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. The Adviser targets high-potential businesses with strong fundamentals and
alternative business models and seeks to invest only behind proven operating partners with strong track
records. The Managing Partners or other affiliated personnel of the Adviser or its affiliates intend to
serve on such certain portfolio companies’ respective boards of directors or otherwise act to influence
control over management of portfolio companies in which the Funds have invested.
The Adviser’s advisory services to the Funds are detailed in the applicable investment
memoranda, private placement memoranda or other offering documents, investment management
agreements, limited partnership or other operating agreements (each, a “Partnership Agreement”),
subscription agreements or similar governing documents, and are further described below under
“Methods of Analysis, Investment
Strategies and Risk of Loss.” While it is anticipated that each of its
Clients will follow the strategy described above, the Adviser may tailor the specific advisory services
with respect to each Client to the individual investment strategy of that Client. In addition, the
governing documents of Clients may, in certain limited circumstances, impose restrictions on investing
in certain securities or types of securities, for example in connection with regulatory or compliance
reasons.
Investors in certain Funds can choose to opt out of investment opportunities, while Investors
in other Funds must participate in the overall investment program for the applicable Fund. However,
1 Registration of an investment adviser does not imply any level of skill or training.
Investors that must participate in such investment program may be excused from a particular investment
due to legal, regulatory, or other agreed-upon circumstances pursuant to the relevant governing
documents. Certain Funds and General Partners have, and may in the future, entered 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
Adviser expects to provide (or to agree to provide) co-investment opportunities (including the
opportunity to participate in co-invest vehicles) to certain Investors or other persons, including other
sponsors, market participants, finders, consultants and other service providers, the Adviser’s personnel
and/or certain other persons associated with the Adviser and/or its affiliates (e.g., a vehicle formed by
the 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 general 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). 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. With respect to certain Funds, and in the Adviser’s sole
discretion, the Adviser is authorized 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 and expenses. However, to the extent such
amounts are not so charged or reimbursed, they generally will be borne by the relevant Fund.
As of December 31, 2023, the Adviser manages approximately $803,552,000 in regulatory
assets under management on a discretionary basis through the Funds.