A. Describe your advisory firm, including how long you have been in business. Identify
your principal owner(s).
PRV Management, LP (together with the Funds’ general partners, “Platte River”, the “Firm” or the
“Investment Manager”) is a Denver, Colorado-based private equity investment advisory firm founded
in 2006 to invest in private equity and equity-related investments in lower middle market companies
primarily in North America.
Platte River provides portfolio management and investment advisory services to several private equity
funds (each, a “Fund”), which are typically formed in groups of two to three parallel entities in order
to accommodate different investor types and qualifications. Funds from the same group invest
proportionally in portfolio companies based on capital commitments. In addition, Platte River
provides investment management and advisory services to co-investment funds established to invest
alongside a Fund in a single portfolio company (each, a “Co-Investment Fund” and together with the
Funds, the “Funds”, unless the context otherwise requires). In some circumstances, as more fully
described in Item 7 below, the Firm also permits certain investors and third parties to co-invest
alongside a Fund directly into a portfolio company. Unlike the Co-Investment Funds mentioned
above, such direct co-investments are not considered Funds or clients of Platte River. For additional
information on how the Firm determines when an investment should be considered for co-investment
and how the Firm allocates co-opportunities, please see Item 7 below. Finally, Platte River has
established an employee investment vehicle through which the economic interest of certain current
and former employees in the Investment Manager is consolidated.
With the exception of the employee investment vehicle (which is managed by Gregory A. Sissel), each
Fund is affiliated with a general partner (“General Partner”) which has the authority to make
investment decisions on behalf of such Fund and is deemed to be registered with the SEC under the
Investment Advisers Act of 1940, as amended, (the “Advisers Act”) pursuant to Platte River’s
registration. The applicable General Partner of each Fund retains investment discretion and investors
in the Funds do not participate in the control or management of the Funds. While the General
Partners maintain ultimate authority over the respective Funds, Platte River has been delegated the
role of investment adviser. For more information about the Funds and General Partners, please see
Platte River’s Form ADV Part 1, Schedule D, Sections 7.A. and 7.B.(1).
Principal Owners/Ownership Structure
Platte River is owned by Gregory A. Sissel, Peter W. Calamari, Kristian M. Whalen and Mark A.
Brown. For more information about Platte River’s owners and executive officers, see Platte River’s
Form ADV Part 1, Schedule A and Schedule B.
B. Describe the types of advisory services you offer. If you hold yourself out as
specializing in a particular type of advisory service, such as financial planning, quantitative
analysis, or market timing, explain the nature of that service in greater detail. If you provide
investment advice only with respect to limited types of investments, explain the type of
investment advice you offer, and disclose that your advice is limited to those types of
investments.
Platte River provides investment advisory services as a private equity manager to its Funds. The Funds
invest through privately negotiated transactions in operating companies, generally referred to as
“portfolio companies”, in the lower middle-market. Each portfolio company has its own independent
management team responsible for managing its day-to-day operations, although the Firm’s principals
or other personnel and/or third parties appointed by Platte River will generally serve on such portfolio
companies’ respective boards of directors or otherwise act to influence control over management of
portfolio companies held by the Funds. In addition, in some
cases, Platte River will more directly
influence the day-to-day management of the company by assisting with recruiting and installing certain
individuals in various leadership roles, such as chief executive officer, chief operating officer, chief
financial officer or in other roles. Platte River’s investment advisory services for the Funds include
identifying and evaluating investment opportunities, negotiating the terms of investments, managing
and monitoring investments and achieving disposition of such investments.
C. Explain whether (and, if so, how) you tailor your advisory services to the individual
needs of clients. Explain whether clients may impose restrictions on investing in certain
securities or types of securities.
Platte River’s advisory services are tailored to the investment strategies of the Funds; Platte River does
not tailor its advisory services to the individual needs of investors in the Funds. These Fund
investment objectives are described in and governed by the private placement memorandum, limited
partnership agreement, subscription agreements, investment management agreement, side letter
agreements and other governing documents of the relevant Fund (collectively, the “Governing
Documents”) and investors determine the suitability of an investment in a Fund based on, among
other things, the Governing Documents. The Firm does not seek or require investor approval
regarding each investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letters agreements. Investors in the Funds participate in the overall
investment program for the applicable Fund and generally cannot be excused from a particular
investment except in certain circumstances pursuant to the terms of the applicable Governing
Documents. In accordance with industry common practice, Platte River has entered into side letters
or similar agreements with certain investors including those who make substantial commitments of
capital or who were early-stage investors in the Funds, or for other reasons in the sole discretion of
Platte River, in each case that have the effect of establishing rights under, altering or supplementing a
Fund’s Governing Documents. Examples of side letters entered into include provisions whereby
investors have expressed an interest in participating in co-investment opportunities, certain fee
arrangements, advisory board representation, notification provisions, reporting requirements and
“most favored nations” provisions, among others. These rights, benefits or privileges are not always
made available to all investors, consistent with the Governing Documents and general market practice.
Commencing in March 2025, Platte River will make required disclosure of certain side letters to all
investors (and in certain cases, to prospective investors) in accordance with the new Private Fund
Rule. Side letters are negotiated at the time of the relevant investor’s capital contribution, and once
invested in a Fund, investors generally cannot impose additional investment guidelines or restrictions
on such Fund. There can be no assurance that the side letter rights granted to one or more investors
will not in certain cases disadvantage other investors.
D. If you participate in wrap fee programs by providing portfolio management services,
(1) describe the differences, if any, between how you manage wrap fee accounts and how
you manage other accounts, and (2) explain that you receive a portion of the wrap fee for
your services.
Platte River does not participate in wrap fee programs.
E. If you manage client assets, disclose the amount of client assets you manage on
a discretionary basis and the amount of client assets you manage on a non-discretionary
basis. Disclose the date “as of” which you calculated the amounts.
As of December 31, 2023, Platte River managed approximately $1.373 billion in regulatory assets
under management, all managed on a discretionary basis.