Kinderhook Industries is a private investment management firm, with several affiliated
registered investment advisory entities and other affiliate organizations. Kinderhook Industries
commenced operations in April 2003.
Kinderhook Industries and its affiliated investment advisers (collectively, “Kinderhook”)
provide investment advisory services to private investment funds (each a “Fund” and, collectively,
the “Funds”). Kinderhook’s advisory services to the Funds are detailed in the applicable private
placement memoranda or other offering documents (each, a “Memorandum”), investment
management agreements, limited partnership or other operating agreements of the Funds or
governing documents (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.”
Kinderhook’s affiliates serve as management agents and general partners to the Funds.
Each affiliated investment adviser is registered under the Advisers Act pursuant to the registration
of Kinderhook Industries in accordance with SEC guidance. This Brochure also describes the
business practices of each affiliated investment adviser, which operate as a single advisory
business together with Kinderhook Industries.
The Funds are private equity funds and invest through negotiated transactions in operating
entities, generally referred to herein as “portfolio companies.” Kinderhook’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. Where such investments consist of portfolio
companies, the Principals or other personnel of Kinderhook or its affiliates will 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.
Investors in Funds 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 applicable Fund’s Partnership Agreement; such
arrangements generally do not and will not create an adviser-client relationship between
Kinderhook and any investor. The
Funds and/or Kinderhook have entered 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 (including economic or other terms) of, the
applicable Fund’s Partnership Agreement with respect to such investors.
Additionally, as permitted by the relevant Partnership Agreement, Kinderhook expects to
provide (or agree to provide) co-investment opportunities (including the opportunity to participate
in co-invest 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, Kinderhook’s personnel and/or certain other persons associated with
Kinderhook and/or its 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 a Fund’s completion of the investment
to avoid any changes in valuation of the investment, but in certain instances could be well after a
Fund’s initial purchase, and Kinderhook reserves the right to charge interest on the purchase to the
co-investor or co-invest vehicle (or to otherwise equitably 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, Kinderhook managed approximately $7,977,617,930 in client
assets on a discretionary basis. This amount represents the gross assets and uncalled but callable
commitments of the Funds. Kinderhook is controlled by Thomas L. Tuttle, Robert E. Michalik and
Christian P. Michalik who act as the managing members of Kinderhook Industries (the
“Principals”).