For purposes of this brochure, “Gridiron” means Gridiron Capital, LLC, a Delaware limited
liability company, together (where the context permits) with its affiliates that provide advisory
services to and/or receive advisory fees from the Funds (as defined below). Such affiliates may or
may not be under common control with Gridiron Capital, LLC, but possess a substantial identity
of personnel and/or equity owners with Gridiron Capital, LLC. These affiliates may be formed for
tax, regulatory or other purposes in connection with the organization of the Funds, or may serve
as general partners (each a “General Partner”) of the Funds.
Gridiron provides investment supervisory services to investment vehicles that are exempt from
registration under the Investment Company Act of 1940, as amended (the “1940 Act”) and whose
securities are not registered under the Securities Act of 1933, as amended (the “Securities Act”).
As of the date of this brochure, Gridiron serves as the investment manager for Gridiron Capital
Fund, L.P., Gridiron Capital Fund II, L.P., Gridiron Capital Fund III, L.P., Gridiron Capital Fund
IV, L.P., Gridiron Capital (Parallel) Fund IV, L.P., and Gridiron Capital Fund V, L.P., and Gridiron
Capital Parallel Fund V, L.P. (the “Main Funds”). Gridiron reserves the right in the future to advise
Funds in addition to those listed herein.
Gridiron has also established, on a transaction-by-transaction basis, certain investment vehicles
through which certain persons invest alongside one or more Main Funds in a particular investment
opportunity (each such vehicle, a “Co-Investment Vehicle”). Co-Investment Vehicles are typically
limited to investing in securities relating to the transaction with respect to which they were
organized. As a general matter, each such Co-Investment Vehicle is contractually required, as a
condition of its investment, to exit its investment in the particular investment opportunity at
substantially the same time and on substantially the same terms as the applicable Main Fund(s)
that are also invested in that investment opportunity.
Gridiron also organizes and serves as General Partner (or in an analogous capacity) to (i)
alternative investment vehicles (each, an “Alternative Investment Vehicle”) organized to address,
for example, specific tax, legal, business, accounting or regulatory-related matters that may arise
in connection with a transaction or transactions and/or (ii) parallel investment entities that invest
side-by-side with one or more of the Main Funds and are formed to facilitate investments by
business associates and other “friends and family” of Gridiron or its personnel (each, an
“Associates Fund”).
The Main Funds, Co-Investment Vehicles, Associates Funds and Alternative Investment Vehicles
are collectively referred to as the “Funds.” Although Co-Investment Vehicles are collectively
referred to in this brochure as Funds, some or all Co-Investment Vehicles may not be clients of
Gridiron.
The Funds make primarily long-term private equity and equity-related investments, as well as
investments in debt instruments. In accordance with the Funds’ respective investment objectives,
investments are generally made in middle-market companies doing business in niche
manufacturing, business service and specialty consumer industries. Gridiron’s advisory services
consist of investigating, identifying and evaluating investment opportunities, structuring,
negotiating and making investments on behalf of the Funds, managing and monitoring the
performance of such investments and exiting of such investments. Gridiron serves as the
investment adviser or General Partner to the Funds in order to provide such services.
Gridiron provides investment supervisory services to each Fund in accordance with the limited
partnership agreement (or analogous organizational document) of such Fund.
Investment advice is provided directly to the Funds (other than certain Co-Investment Vehicles),
subject to the discretion and control of the applicable General Partner, and not individually to the
investors in the Funds. Services are provided to the Funds in accordance with advisory agreements
with the Funds (each, an “Advisory Agreement”) and/or organizational documents of the
applicable Fund. Investment restrictions for the Funds, if any, are generally established in the
organizational or offering documents (the “Offering Documents”) of the applicable Fund and/or
side letter agreements negotiated with investors in the applicable Fund. Gridiron has entered into
side letter agreements with certain investors that provide such investors with additional or
differential rights, including but not limited to excuse rights applicable to particular investments
(which may increase the percentage interest of other investors in, and contribution obligations of
other investors with respect to such investments), information rights, waiver of certain
confidentiality obligations, modification of representations, indemnification and/or liability and
other obligations, and withdrawal or transfer rights. Investors will have no recourse against a Fund,
the applicable Fund’s general partner, Gridiron or their respective affiliates in the event that certain
investors receive additional or different rights or terms pursuant to such side letters, some of which
rights may impact the rights and/or increase the obligations of other investors.
The principal owners of Gridiron Capital, LLC are Thomas A. Burger, Jr. Eugene P. Conese, Jr.,
and Kevin M. Jackson, (together, the “Principals”). Gridiron has been in business since 2004. As
of December 31, 2023, Gridiron manages approximately $9.5 billion of client assets, all of which
are managed on a discretionary basis.