Saw Mill Capital, a Delaware limited liability company 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. Saw Mill Capital
commenced operations in 1997.
Saw Mill Capital’s clients include the private investment funds listed below (each, a
“Fund,” and together with any future private investment fund to which Saw Mill Capital or its
affiliates provide investment advisory services, the “Private Investment Funds”).
The Funds include the following (together referred to herein as “Fund I”):
• Saw Mill Capital Partners, LP, a Delaware limited partnership (“Main Fund I”)
• Saw Mill Capital Investors, LP, a Delaware limited partnership (“FF Fund I”)
The Funds also include the following (together referred to herein as “Fund II”):
• Saw Mill Capital Partners II, LP, a Delaware limited partnership (“Main Fund II”)
• Saw Mill Capital Partners II-A, LP, a Delaware limited partnership (“Main
Fund II-A”)
The Funds include the following (together referred to herein as “Fund III”):
• Saw Mill Capital Partners III, LP, a Delaware limited partnership (“Main Fund III”)
• Saw Mill Capital Partners II-A, LP, a Delaware limited partnership (“Main Fund III-
A”)
The following registered investment advisers are affiliated with Saw Mill Capital (together
referred to herein as the “Advisers”):
• Saw Mill Capital Associates, LP, a Delaware limited partnership (“Saw Mill GP I”)
• Saw Mill Capital Associates II, LP, a Delaware limited partnership (“Saw Mill GP II”)
• Saw Mill Capital Associates III, LP, a Delaware limited partnership (“Saw Mill GP
III”)
• Saw Mill Capital II, LLC, a Delaware limited liability company (“Saw Mill
Capital II”, and together with Saw Mill GP the “Affiliated Advisers”)
Saw Mill GP I is the general partner of Main Fund I and FF Fund I. Saw Mill GP II is the
general partner of Main Fund II and Main Fund II-A. Saw Mill Capital II is the management
company to Main Fund II and Main Fund II-A. Saw Mill GP III is the general partner of Main
Fund III and Main Fund III-A.
Each Affiliated Adviser is registered under the Advisers Act pursuant to Saw Mill Capital’s
registration in accordance with SEC guidance. This Brochure also describes the business practices
of the Affiliated Advisers, which operate as a single advisory business together with Saw Mill
Capital.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Saw Mill Capital’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 subject to certain limitations set forth
in the applicable Fund’s limited partnership agreement or limited liability company agreement, as
applicable (each a “Governing Document”). From time to time, where such investments consist
of portfolio companies, the senior
principals or other personnel of Saw Mill Capital or its affiliates
may 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.
Saw Mill Capital’s advisory services for the Funds are detailed in the applicable private
placement memoranda and Governing Documents and 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 may be excused from a particular
investment due to legal, regulatory or other agreed-upon circumstances pursuant to the relevant
Governing Document. The Funds or the Advisers have entered into side letters or other similar
agreements with certain investors that have the effect of establishing rights (including economic
and other terms) under, or altering or supplementing the terms of, the Governing Documents with
respect to such investors.
Additionally, from time to time and as permitted by the relevant Partnership Agreement,
the Advisers expect to provide (or 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 Advisers’
personnel and/or certain other persons associated with the Advisers and/or their 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,
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, and the
co-investor or co-invest vehicle may be charged interest on the purchase to compensate the relevant
Fund for the holding period, and generally will be required to reimburse the relevant Fund for
related costs.
As of December 31, 2023, Saw Mill Capital managed $1,180.5 million in client assets on
a discretionary basis. Saw Mill Capital is controlled by its sole member, Saw Mill Capital
Holdings, LP, a Delaware limited partnership, which is controlled by Saw Mill Executive GP,
which is controlled by its sole member, Howard Unger. Saw Mill GP I is controlled by its general
partner, Saw Mill Executive GP. Saw Mill GP II is controlled by its general partner, Saw Mill
Capital Associates GP II, LLC (“Saw Mill UGP II”). Saw Mill Capital II is controlled by its sole
member, Saw Mill Capital Holdings II, LP which, in turn, is controlled by its general partner,
Saw Mill UGP II. Saw Mill UGP II is controlled by its managing member, Howard Unger.
Howard Unger is the principal owner of Saw Mill Capital Holdings, LP, Saw Mill GP I, Saw Mill
Executive GP, Saw Mill Capital Holdings II, LP and Saw Mill UGP II.