Firm Description
Founded in 2004, Linden Manager LLC d/b/a Linden Capital Partners and Linden LLC, together
with its fund general partner entities, is a Chicago-based private equity firm focused on investing in
and operating middle market healthcare businesses. A dedicated healthcare adviser, Linden Manager
LLC (referred to herein as “Adviser”, the “Firm” or “Linden”) makes investments across two broad
strategies: private equity buyout, which invests in middle market healthcare businesses, and structured
capital, which invests in senior equity and junior debt securities typically issued by established middle
market healthcare businesses. There can be more focused strategies under these broad umbrellas.
Linden serves as the investment manager for, and provides discretionary investment advisory services
to, private funds, including (i) private equity funds; (ii) an overage fund that invests alongside a main
private equity fund and its parallel fund (the “Co-Investment Fund” and together with the private
equity funds and Opportunities Fund (defined below), the “PE Funds”); (ii) structured capital funds
(the “SC Funds”); (iii) single purpose vehicles formed to invest alongside a Fund in a single portfolio
company (the “SPVs”); (v) an executive fund and employee fund (the “Executive Funds”); and (vi) a
continuation vehicle (the “Opportunities Fund”, and collectively with the PE Funds, the SC Funds,
the SPVs and the Executive Funds, the “Funds”, unless the context otherwise requires). In addition,
in certain circumstances, as more fully described in Item 7 below, the Firm permits certain investors
and third parties to co-invest directly into a portfolio company. Unlike the SPVs mentioned above,
such direct co-investments are not considered Funds or clients of Linden.
Each Linden Fund is managed by a general partner ( “General Partner”) which has the authority to
make investment decisions on behalf of such Funds. These General Partners are deemed registered
under the Investment Advisers Act of 1940, as amended, (the “Advisers Act”) pursuant to Linden’s
registration in accordance with SEC guidance. The applicable General Partner of each Fund retains
investment discretion and investors in the Funds do not participate in the control or management of
the Funds. While the General Partners maintain ultimate authority over the respective Funds, Linden
has been designated the role of investment manager of the Funds. For more information regarding
the Funds and General Partners, please see Linden’s Form ADV Part 1, Schedule D, Section 7.A. and
7.(B).1.
Linden’s PE Funds focus on purchasing privately held businesses, non-core businesses of large
corporations and publicly traded companies. Linden’s SC Funds focus on investing in senior equity
and junior debt securities typically in established middle market healthcare businesses controlled by
private equity funds (including investments in Linden PE Fund portfolio companies), owner-
operators, or are publicly held. For privately held portfolio opportunities in the equity space, the Firm
looks for investments where it believes it is able to assist in the development of the organization by
exploiting value creation opportunities and emphasizing human capital to support the organization’s
strategic plans. Linden’s strategy includes a proprietary ownership and governance model known as
the value creation program, which is adapted specifically for private companies and leverages the
Firm’s highly experienced team of both investment professionals and experienced industry executives
(“Operating Partners”) to identify value creation opportunities pre-closing and seek to implement
these initiatives during Linden’s ownership period.
Linden provides investment advisory services as a private equity manager to its Funds. Linden’s
investment advisory services to the Funds consist of identifying and evaluating investment
opportunities, negotiating and structuring the terms of investments, managing and monitoring
investments and ultimately achieving dispositions of such investments. Each portfolio company has
its own independent management team responsible for managing its day-to-day operations, although
senior principals, other Adviser personnel, Operating Partners and/or third parties appointed by
Linden generally serve on the boards of directors of the portfolio companies, including as an observer,
or otherwise act to influence control over management of portfolio companies held by the Funds. In
addition, for most PE Fund portfolio companies, Linden will more directly influence the day-to-day
management of the portfolio company by recruiting and installing certain individuals in various
leadership roles, such as chief executive officer, chief operating officer, chief financial officer or in
other roles. Investments are made predominantly in nonpublic companies and across the capital
structure, although the Funds are permitted, and have on occasion, held public securities.
Linden does not tailor its advisory services to the individual needs of investors in its Funds; the Firm’s
investment advice and authority for each Fund is tailored to the investment objectives of that Fund.
These Fund objectives are described in and governed by the private placement memorandum, limited
partnership agreement, investment advisory agreements, subscription documents, side letters and
other governing documents of the relevant Fund (collectively, “Governing Documents”) and
investors determine the suitability of an investment in a Fund based on, among other things, the
Governing Documents. The Firm does not seek or require investor approval regarding each
investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities. Investors in Funds participate in the overall investment program for the applicable Fund
and generally cannot be excused from a particular investment except in certain circumstances pursuant
to the terms of the applicable Governing Documents. In accordance with industry common practice,
Linden has entered into side letters or similar agreements with certain investors that have the effect
of establishing rights under, or altering or supplementing, a Fund’s Governing Documents. Examples
of side letter rights entered into include, but are not limited to, provisions whereby investors have
expressed an interest in participating in co-investment opportunities, certain notification provisions,
reporting requirements, tax related requirements, confidentiality, fees, use of alternative investment
vehicles, excuse rights, distributions in kind, legal requirements, advisory committee representation
and “most favored nations” provisions. These rights, benefits or privileges are not always made
available to all investors, consistent with general market practice and the Governing Documents.
Commencing in September 2024, Linden will make required disclosure of certain side letters to all
investors (and in certain cases, to prospective investors) in accordance with the new Private Fund
Rule. Side letters are negotiated when the relevant investor’s subscription documents are executed
and, once invested in a Fund, investors generally cannot impose additional investment guidelines or
restrictions on such Fund. There can be no assurance that the side letter rights granted to one or
more investors will not in certain cases disadvantage other investors.
Linden does not participate in wrap fee programs.
As of the December 31, 2023, Linden managed approximately $7.945 billion in regulatory assets under
management, all of which are managed on a discretionary basis. Linden does not manage any assets
on a non-discretionary basis.
Principal Owners/Ownership Structure
Linden Manager LLC is owned by Anthony Davis and Brian Miller. For more information about the
owners and executive officers of Linden, please see Linden’s Form ADV Part 1, Schedule A.