Advisory Business
Rhône was founded in 1996 and is led by its managing directors.
1 Rhône directly, and through its
investment advisory affiliates under its supervision and control, including Rhône Capital IV L.P.,
Rhône Capital V L.P., Rhône Capital VI L.P. and certain other entities in connection with
continuation and co-investment vehicles and the JV Funds (as defined below) (each, a “General
Partner”, and collectively, together with any future affiliated general partner entities, the
“General Partners”), provide investment advisory services to private equity funds. Rhône’s
current flagship private equity fund clients include the following: Rhône Partners IV L.P. (“Fund
IV”), Rhône Partners V L.P., Rhône Offshore Partners V L.P. (together with Rhône Partners V L.P.,
“Fund V”), Rhône Partners VI L.P., Rhône Partners VI (DE) L.P., Rhône Offshore Partners VI L.P.
(together with Rhône Partners VI L.P. and Rhône Partners VI (DE) L.P., “Fund VI”). Rhône also
provides investment advisory services to other private equity funds and expects to continue to
provide such services to additional funds, including certain continuation and co-investment
vehicles and its JV Funds (as described below and, collectively with Fund IV, Fund V, and Fund
VI, the “Funds” and, each, a “Fund”). Each General Partner is subject to the Advisers Act pursuant
to Rhône’s registration in accordance with SEC guidance. This Brochure also describes the
business practices of the General Partners, which operate as a single advisory business together
with Rhône.
Advisory services are tailored to the specified investment mandates of each Fund as set forth in
each Fund’s private placement or confidential offering memorandum (each, a “Memorandum”),
subscription materials (“Subscription Materials”) and limited partnership or other operating
agreements of the Funds, in each case, as amended or supplemented from time-to-time (each,
a “Partnership Agreement” and, together with any relevant Memorandum and the Subscription
Materials, the “Governing Documents”). Investment advice is not provided to the individual
limited partners or investors of any Fund. As a general matter, the Company focuses on
investment opportunities in market leading, cash flow generating businesses with a pan-
European or transatlantic presence and expansion projects, although the type of investments
pursued for a particular Fund may be modified or adjusted, as appropriate, in accordance with
the mandate of a particular Fund. Certain Funds to which the Company provides advisory
services have been established as joint ventures or part of an investment program designed
specifically for one or more third-party institutional investors (the “JV Funds”). The JV Funds
have co-invested alongside one or more other Funds and also have made investments
independently. In addition, the investment strategy for certain JV Funds is broader and takes
into account different investment objectives than that of the other Funds.
The relevant General Partner also generally is permitted to establish a number of special
purpose vehicles through which certain of the Funds invest and alternative investment vehicles
that are formed pursuant to, and in accordance with, the terms of the applicable Partnership
1 The terms “Rhône” and the “Company” are used throughout this Brochure to refer to Rhône Group L.L.C.
and certain of its advisory affiliates, including any relying adviser and affiliates that serve as the General
Partner for certain Funds.
Agreements of the Funds and the Governing Documents. These vehicles are generally formed
to facilitate portfolio investments by the Funds for legal, tax or regulatory purposes.
As discussed further below in Item 8 – “Methods of Analysis, Investment Strategies and Risk of
Loss – Conflicts of Interest”, to the extent that a particular investment opportunity exceeds the
desired aggregate allocation to a Fund, in view of investment size, type, available capital,
diversification, location, holding period and other relevant considerations, Rhône expects to
offer certain current or prospective investors, or other persons, including Rhône’s personnel
and/or certain other persons associated with Rhône
and/or its affiliates (to the extent not
prohibited by the applicable Governing Documents) or third parties (including other sponsors,
market participants, finders, consultants and other service providers), the opportunity to co-
invest in such investment opportunity, in each case on terms to be determined by the relevant
General Partner in its sole discretion. Conflicts of interest are expected to arise in the allocation
of such co-investment opportunities. The allocation of co-investment opportunities, which will
be made to one or more persons for any number of reasons as determined by Rhône and/or its
affiliates in its sole discretion, will not always be in the best interests of a Fund or any individual
limited partner. In exercising its sole discretion in connection with such co-investment
opportunities, Rhône and/or its affiliates will consider some or all of a wide range of factors,
which will include factors that benefit Rhône and/or its affiliates, such as the likelihood that a
limited partner is likely to invest in a future fund sponsored by Rhône and/or its affiliates or to
provide a strategic benefit. Rhône also has historically organized, and may in the future organize,
one or more vehicles to invest in certain of its Funds or to co-invest alongside other Funds to
facilitate personal investments by such persons or firms and by partners, managers, members,
officers and personnel and their related parties and associates of Rhône or of control entities.
Such co-investments typically involve the acquisition 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) has purchased (i) a class of security or interest in a portfolio company that is
different from that held by a Fund or (ii) 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 and, in each case, subject to
any terms, conditions or restrictions set forth in the Governing Documents. Any such purchase
of interests in a portfolio company directly or indirectly from a Fund by a co-investor or co-invest
vehicle generally occurs simultaneously with, or shortly after, the Fund’s completion of the
investment to avoid any changes in valuation of the investment, but in certain instances could
be well after the Fund’s initial purchase. Where appropriate, and in Rhône’s sole discretion,
Rhône reserves the right to charge interest on the purchase to the co-investor or co-invest
vehicle (or otherwise equitably to 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. On occasion in
the past and potentially in the future, such co-investor or co-investment vehicle participates in
an investment with an anticipated holding period or investment horizon that departs or differs
from that of the Fund making the investment. In such case, the co-investor or co-investment
vehicle would likely exit the investment at a different time and at a different price than the Fund.
Limited partnership (or equivalent) interests in the Funds will not be registered under the U.S.
Securities Act of 1933, as amended (the “Securities Act”), and the Funds will not be registered
under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Accordingly, interests, units or shares, as applicable, in the Funds will be offered and sold
exclusively to investors satisfying the applicable eligibility and suitability requirements.
As of December 31, 2023, the Company had total assets under management (including uncalled
capital commitments available for investment) of approximately $7,646,456,027, all of which was
managed on a discretionary basis.