The Adviser, a Delaware limited partnership and a registered investment adviser,
currently provides investment advisory services to investment vehicles privately offered to
qualified investors in the United States and elsewhere. The Adviser commenced operations in
September 2021.
The Adviser’s clients include Capitol Meridian Fund I LP and Capitol Meridian Fund I-A
LP, each a Delaware limited partnership (together, the “Main Fund”); CMP Executive Fund I LP
(the “Executive Fund”) and certain co-investment funds (collectively, the “Co-Invest Funds.
The Main Fund, the Executive Fund and the Co-Invest Funds, including any parallel or
alternative vehicles thereto and any future and private investment funds to which the Adviser or
its affiliates provide investment advisory services, are each a “Fund,” and collectively, the
“Funds.” See Appendix A for a full list including additional funds.
Capitol Meridian GP I LP (collectively with any future general partners that may be
formed from time to time, each a “General Partner” and collectively with the Adviser and their
affiliated entities, “Capitol Meridian”), is affiliated with the Adviser.
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 private equity funds and invest through negotiated transactions in operating
entities (or “portfolio companies”). Capitol Meridian’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 Adviser 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 Executive Fund invests side by side with the Main Fund on a pro rata basis.
The Co-Invest Funds generally were formed to invest in a single portfolio company or a limited
number of portfolio.
The advisory services to the Funds are detailed in the applicable Fund’s private
placement memoranda or other offering documents (each, a “Memorandum”), if any, limited
partnership or other operating agreements (each, a “Partnership Agreement” and, collectively
with any relevant Memorandum, the “Governing Documents”) and, as applicable, are further
described below under “Methods of Analysis, Investment Strategies and Risk of Loss.” Investors
in the Funds 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 the Adviser 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 indicated above from time to time and as permitted by the Governing
Documents, Capitol Meridian expects to provide (or agree to provide) and has provided (and
agreed to provide) co-investment opportunities (including the opportunity to participate in co-
invest vehicles) to certain limited partners of the Funds (“Limited Partners”) or other persons,
including other sponsors, market participants, strategic investors (e.g., strategic partners),
finders, consultants, Operations Group Members (as defined below), and other service providers,
Capitol Meridian’s personnel and/or certain other persons associated with Capitol Meridian
and/or its affiliates (e.g., a vehicle formed by Capitol Meridian’s principals to co-invest an
annually specified percentage alongside a particular Fund’s transactions). Such co-investments,
including those made through the Co-Invest Funds, 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 (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. Where appropriate, and in Capitol Meridian’s sole discretion, Capitol Meridian
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 such amounts are
not so charged or reimbursed, they generally will be borne by the relevant Fund. See also
“Methods of Analysis, Investment Strategies and Risk of Loss-Risks of Investment-Conflicts of
Interest.”
As of December 31, 2023, the Adviser managed approximately $993,243,764 in client
assets on a discretionary basis. The Adviser is principally owned by Brooke Coburn and Adam
Palmer, who serve as the Adviser’s Founding Partners (or the “Founders”). Capitol Meridian
Partners Holdings LLC acts as the general partner to the Adviser and is wholly owned by Brooke
Coburn and Adam Palmer.