Gryphon Advisors is a private investment management firm, including several investment advisory
entities and other affiliated organizations with Gryphon Advisors (collectively, “Gryphon”), that manages
private fund assets. Gryphon commenced operations in 1995.
Gryphon Advisors, a Delaware limited liability company and a registered investment adviser,
together with its affiliated investment advisers, provides investment advisory services to investment funds
privately offered to qualified investors in the United States and elsewhere. Gryphon Advisors commenced
operations in June 1999.
The following general partner entities are affiliated with Gryphon Advisors (collectively with
Gryphon Advisors, the “Advisers”):
• Gryphon GenPar 3.5, L.P. (“GP 3.5”);
• Gryphon GenPar IV, L.P. (“GP IV”);
• Gryphon Mezzanine Partners GP, L.P. (“GP Mezz”);
• Gryphon GenPar V, L.P. (“GP V”);
• Gryphon Mezzanine Partners GP II, L.P. (“GP Mezz II”);
• Gryphon GenPar VI, L.P. (“GP VI”);
• Gryphon Heritage GenPar, L.P. (“GP Heritage”); and
• Gryphon Junior Capital GP III, L.P. (“GP Mezz III” and, together with GP 3.5, GP IV, GP
Mezz, GP V, GP Mezz II, GP VI, GP Heritage and any future affiliated general partner entities,
each, a “General Partner” and, collectively, the “General Partners”).
Each General Partner listed above is subject to the Advisers Act pursuant to Gryphon Advisors’
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 Gryphon Advisors.
Gryphon Advisors serves as the management company of:
• Gryphon Partners 3.5, L.P. and Gryphon Partners 3.5-A, L.P., each a Delaware limited
partnership (collectively, “Gryphon 3.5”);
• Gryphon Partners IV, L.P., Gryphon Partners IV-A, L.P., and Gryphon Co-Invest Fund IV,
L.P. (“Co-Invest Fund IV”), each a Delaware limited partnership (collectively, “Gryphon IV”);
• Gryphon Mezzanine Partners, L.P., a Delaware limited partnership, and Gryphon Mezzanine
Co-Invest Fund, LLC, a Delaware limited liability company (“Mezz Co-Invest” and,
collectively, “Gryphon Mezz”);
• Gryphon Partners V, L.P., Gryphon Partners V-A, L.P., Gryphon Partners V-B, L.P. (“Gryphon
V-B”), Gryphon Partners V-C(I), L.P., and Gryphon Partners V-C(II), L.P., each a Delaware
limited partnership (collectively, “Gryphon V”);
• Gryphon Mezzanine Partners II, L.P. and Gryphon Mezzanine Partners II Feeder Fund, L.P.,
each a Delaware limited partnership, and Gryphon Mezzanine Co-Invest Fund II, LLC, a
Delaware limited liability company (“Mezz Co-Invest II” and, collectively, “Gryphon Mezz
II”);
• Gryphon Partners VI, L.P. and Gryphon Partners VI-A, L.P., each a Delaware limited
partnership, and Gryphon VI GenPar Investors, LLC, a Delaware limited liability company
(“Gryphon VI GenPar” and, collectively, “Gryphon VI”);
• Gryphon Heritage Partners, L.P. and Gryphon Heritage Partners A, L.P., each a Delaware
limited partnership, and Gryphon Heritage GenPar Investors, LLC, a Delaware limited liability
company (“Gryphon Heritage GenPar” and, collectively, “Gryphon Heritage”); and
• Gryphon Junior Capital Fund III, L.P., Gryphon Junior Capital Feeder Fund, L.P., and Gryphon
Junior Capital III Feeder Fund-B, L.P., each a Delaware limited partnership (collectively,
“Gryphon Mezz III” and, together with Gryphon 3.5, Gryphon IV, Gryphon Mezz, Gryphon
V, Gryphon Mezz II, Gryphon VI, and Gryphon Heritage and their respective parallel and
alternative investment vehicles, the “Funds”).
The General Partners each serve as general partner to one or more of the Funds and have the
authority to make the investment decisions for the Funds to which they provide advisory services. In its
capacity as the management company of the Funds, Gryphon Advisors has the authority to manage the
business and affairs of the Funds.
The Funds are private equity funds and invest through negotiated transactions
in operating entities,
generally referred to herein as “portfolio companies.” The Advisers’ 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 in certain instances. Where such investments consist of portfolio companies, the senior principals
or other personnel of Gryphon Advisors or its affiliates generally serve on the boards of directors (or other
governing bodies) of such portfolio companies or otherwise act to influence control over management of
portfolio companies in which the Funds have invested.
Gryphon Advisors’ advisory services to the Funds are detailed in the applicable private placement
memoranda or other offering documents (each, a “Memorandum”) and limited partnership or other
operating agreements of the Funds (each, a “Partnership Agreement” and, together with any relevant
Memorandum, the “Governing Documents”), and are further described below under “Methods of Analysis,
Investment Strategies, and Risk of Loss.” Investors in the Funds (generally referred to herein as “investors”
or “Limited Partners”) 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; for the avoidance of doubt, such arrangements
generally do not and will not create an adviser-client relationship between Gryphon and any investor. The
Funds or the Advisers 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 of,
the Governing Documents with respect to such investors.
Additionally, as permitted by the Governing Documents, the Advisers expect to provide (or agree
to provide) investment or co-investment opportunities (including the opportunity to participate in co-
investment vehicles) to certain current or prospective investors or other persons, including other sponsors,
market participants, finders, consultants, and other service providers, portfolio company management or
personnel, 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,
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, but in certain instances
could be well after the Fund’s initial purchase. Where appropriate, and in Gryphon’s sole discretion,
Gryphon 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 any such amounts are not so charged or reimbursed
(including charges or reimbursements required pursuant to applicable law), they generally will be borne by
the relevant Fund.
As of December 31, 2023, Gryphon managed $9,047,057,854 in client assets on a discretionary
basis. The principal owner of Gryphon Advisors is R. David Andrews.