ADVISORY BUSINESS
A. General Description of Advisory Firm.
Tinicum Incorporated, a New York corporation (the “Firm,” “Tinicum,” “we” or “us”) is
the investment adviser with its principal place of business in New York, NY. The Firm was
formed on October 5, 1987. The principal owners of the Firm are Eric M. Ruttenberg,
Katherine T. Ruttenberg, Hattie Ruttenberg and John C. Ruttenberg (the “Shareholders”),
each of whom owns 25% of the equity interests in the Firm. Eric Ruttenberg and Michael
Davidson are the current members of the Firm's operating committee.
The Firm is not a publicly held company.
Except for the Shareholders, no individual or company owns 25% or more of the Firm
through subsidiaries (including intermediate subsidiaries).
B. Description of Advisory Services.
The Firm provides investment advisory services to private investment partnerships (the
“Funds”). As of the date of this brochure, the Funds consist of (1) Tinicum L.P. (“TLP”),
(2) Tinicum Parallel L.P. (“TPLP”), (3) Tinicum Employees L.P. (“TELP”), (4) Tinicum
Tax Exempt L.P. (“TTELP”) and other investment vehicles formed to co-invest with one
or more of the foregoing investment funds.
The general partner of TLP, TPLP, TELP and TTELP (collectively, “TLP Vehicles”)
is Tinicum Lantern III L.L.C. (“TL III”). The Managing Member of TL III is Eric
Ruttenberg .1
The general partners and managing members of the Funds are collectively referred to as the
“General Partners.” The General Partners have delegated to Tinicum sole investment
discretion with respect to the Funds’ investments. The Firm serves as the management
company to each of the Funds, pursuant to an investment management agreement entered
into with each Fund and its General Partner, and in that capacity and subject to the terms set
forth in such agreement and the Funds’ governing documents provides discretionary
investment advisory services to the Funds.
The Funds generally make investments in privately issued equity and equity-related
investments and, to a lesser extent, publicly traded securities.
The TLP Vehicles, which have multiple commitment periods, are permitted to make
investments in new portfolio companies in the current commitment period (commitment
1 In April 2024, Tinicum liquidated (1) Tinicum Capital Partners II, L.P., (2) Tinicum Capital Partners II Parallel Fund, L.P., (3)
Tinicum Capital Partners II Executive Fund, L.L.C., (4) Tinicum Capital Partners II Add-On Fund, L.P., (5) Tinicum Capital
Partners II Add-On Parallel Fund, L.P. and distributed all remaining proceeds to its limited partners. The general partner entities,
Tinicum Lantern II L.L.C. and Tinicum Lantern II Add-On L.L.C. will remain open only until a final distribution is made to its
members
period three or “CP3”) and follow-on investments in existing portfolio companies
(commitment period two, “CP2” and the first
commitment period, “CP1”). The Funds that
make up any of the group of TLP Vehicles are referred to as “Parallel Funds” with respect
to the other Funds within the same group; however, for the purposes of this brochure, the
TLP Vehicles are not considered Parallel Funds with each other.
Tinicum may, from time to time, also form investment vehicles through which certain
persons may invest alongside one or more Funds (each such pooled investment vehicle, a
“Co-Investment Vehicle”). Generally, if a Co-Investment Vehicle is established to
participate in a particular transaction, that Co-Investment Vehicle will be contractually
required, as a condition of its investment, to invest on the same terms as the applicable Fund
that is also invested in that transaction.
Tinicum has established an advisory board for each of the Funds (each, an “Advisory
Board”), which in each case is comprised of individuals who are not affiliates of Tinicum.
The Advisory Board for each group of Parallel Funds will generally be comprised of the
same people. The Advisory Boards play an important role in resolving conflicts of interest
that Tinicum may face. In accordance with the governing documents of the Funds, the
Advisory Boards provide such advice and counsel as is requested by Tinicum in connection
with the Funds’ investments, potential conflicts of interest and other Fund matters, or as
required by the governing documents of the Funds.
C. Availability of Customized Services for Individual Clients.
Tinicum tailors its advisory services to the Funds by reference to the limited partnership
agreements and other governing documents of the Funds. These documents specify the
investments permitted to be made by each of the Funds and limit the types of securities that
each of the Funds may acquire. The private offering memorandum of each of the Funds,
respectively, also describes the types of investments that each of the Funds may pursue, and
the Firm advises on investments with respect to those specific investment types.
Tinicum may from time to time enter into side letter agreements with certain investors in
the Funds, establishing rights under, or supplementing or altering the terms of, the applicable
agreements relating to such Funds with respect to such investors.
D. Wrap Fee Programs.
The Firm does not participate in wrap fee programs.
E. Assets Under Management.
Tinicum’s regulatory assets under management are $3,635,178,950 which represents the
estimated value of the investments and the unfunded capital committed to the Funds as of
December 31, 2023.
As described above, the Firm provides investment advisory services to the Funds based on
the investment mandate, objectives and strategies set forth in each Fund’s offering
memorandum, but the General Partners have sole investment discretion with respect to the
investments made with the Funds’ assets.
Tinicum does not provide investment advice on a non-discretionary basis.