A. Description of the Advisory Firm
North Castle Partners, LLC is a Delaware limited liability company that is sometimes referred to
as “North Castle” or “NCP” in this Firm Brochure. North Castle was organized on May 2, 1997
and is an investment advisory firm headquartered in Greenwich, Connecticut. North Castle’s
main business is to provide advisory services for the investment of private equity capital
primarily by private funds affiliated with North Castle (the “NCP Funds”). The NCP Funds are
our advisory clients; therefore, all references and discussions in this Firm Brochure to “clients”
mean and refer to the NCP Funds. The NCP Funds are generally formed as Delaware limited
partnerships in which investors are the limited partners and an affiliate of North Castle serves as
the general partner. The limited partners of the NCP Funds are qualified investors. Investors or
limited partners of the NCP Funds are not our advisory clients and are referred to in this Firm
Brochure as “investors” or “limited partners.”
North Castle clients, the NCP Funds, are generally pooled investment vehicles (“Pooled Fund”)
each of which invest in either a single investment or a portfolio of multiple companies. The NCP
Funds may invest directly, through a blocker corporation, or through or alongside of special
purpose vehicles (“SPVs”) formed by North Castle. In some cases, SPVs are established for the
purpose of acquiring securities. The SPVs are sometimes referred to as co-investment funds and
typically invest in one portfolio company alongside a Pooled Fund that invests in the same
portfolio company. Co-investment opportunities, either through direct interests in the portfolio
company or through limited partnership interests in SPVs, may be offered to the limited partners
of the NCP Funds as well as third party investors, including employees and other designees of
North Castle (“Co-investors”). Co-investment opportunities are discussed in more detail in Item
7.
The NCP Funds generally make control investments in small cap consumer companies within the
healthy, active, and sustainable living (“Healthy Living”) sectors.
The firm was founded by Charles F. Baird, Jr. Charles F. Baird, Jr., Jonathan Canarick and Alison
Minter are the principal owners and managers.
B. Types of Advisory Services
North Castle provides investment supervisory services to the NCP Funds pursuant to separate
management agreements, or documented delegation of duties, between North Castle and each
NCP Fund in which the general partner of the Fund delegates certain duties to North Castle to
the extent permitted under the NCP Funds’ partnership agreements and stated investment
strategy as detailed in Item 4C. North Castle’s
services are considered investment supervisory
services because we give continuous advice based on the individual needs of each of our clients.
Our services to the NCP Funds include screening and evaluating investment proposals including
proactively identifying emerging trends and market dynamics and targeting attractive companies
in a given segment; evaluating investment proposals including a detailed due diligence process,
including but not limited to management meetings, risk and opportunity assessments of the
company and industry as well as financial and business analyses, engaging consultants to
supplement due diligence efforts in the areas of legal, tax, insurance, accounting and consumer
research; submitting such proposals to the NCP Funds; assisting the general partner in
negotiating and finalizing transactions in which the NCP Funds have made a decision to invest;
and monitoring the management and operations of such portfolio companies once an investment
is made.
North Castle supervises the entire investment process for its Clients, the Pooled Funds, and
makes recommendations to buy, hold and sell investments. However, we do not make the final
investment decisions. In other words, we do not have investment discretion. The ultimate
responsibility for managing and conducting the activities of each NCP Fund rests with the general
partner of the particular NCP Fund, and all final decisions relating to the selection and disposition
of investments are made exclusively by the general partner of each NCP Fund.
C. Client Tailored Services and Client Imposed Restrictions
North Castle services are designed to achieve the investment objective of each of the NCP Funds
to realize capital gains primarily from equity investments in “healthy, active and sustainable
living” companies. NCP will only make investment recommendations that are consistent with
the stated objectives, strategy and investment guidelines of the particular NCP Fund as set forth
in the applicable NCP Fund’s private placement memorandum, limited partnership agreements
and applicable side letters with limited partners, if any.
D. Wrap Fee Programs
A wrap fee program is an investment program where the investor pays one stated fee that
includes management fees, transaction costs, fund expenses, and any other administrative fees.
North Castle does not participate in any wrap fee programs.
E. Amounts Under Management
NCP has the following assets under management:
Discretionary Amounts: Non-discretionary Amounts: Date Calculated:
$1,638,353,029 12/31/2023
AUM includes the estimated fair market value of the assets, cash on hand, and remaining capital
commitments of the NCP Funds, our clients.