ADVISORY BUSINESS
One Rock Capital Partners, LLC or ORCP is a Delaware limited liability company that
was organized on August 11, 2011.
ORCP provides investment advisory services to One Rock Capital Partners, LP, One Rock
Capital Partners II, LP and One Rock Capital Partners III, LP, One Rock Capital Partners IV, LP
and One Rock Emerald Fund, LP (the “ORCP Primary Funds” and each, an “ORCP Primary
Fund”), as well as other pooled investment vehicles, such as certain Co-Investment Vehicles
(described in more detail below) 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”). From time to time, ORCP and its
affiliates will also provide certain administrative and/or monitoring services to one or more
portfolio companies held by the ORCP Primary Funds.
ORCP has established other investment vehicles including dedicated or “aggregator”
vehicles (“Co-Investment Vehicles”) through which one or more investors (“Limited Partners”)
in the ORCP Primary Funds, Operating Partners (as defined in Item 5 below), employees of
portfolio companies and/or third parties could invest alongside one or more ORCP Primary Funds
in a single transaction or in multiple transactions. The term “Co-Investment Vehicles” includes
deal-specific entities formed to invest alongside one or more ORCP Primary Funds in a specifically
identified portfolio company or companies. For purposes of this Brochure, certain of the Co-
Investment Vehicles, namely ORCP II Iris Co-Investors, L.P, ORCP II Neon Co- Investors, L.P.,
ORCP II Process Solutions Co-Investors, L.P., ORCP III Triton Co-Investors, L.P., Snap
Investor Holdings, LLC, ORCP III Birch Co-Investors, L.P., ORCP IV Capripack Co-Investors,
L.P., OPCP IV Cayman Co-Investor I, L.P. and ORCP IV Capripack Co-Investor 2, L.P. are
deemed, collectively with the ORCP Primary Funds, to be “ORCP Funds” because they are
advisory clients of ORCP for purposes of the Advisers Act and the Securities Act. In addition,
ORCP serves as a sub-advisor of series of an insurance dedicated fund.
One Rock Capital Partners GP, LLC serves as the general partner of One Rock Capital
Partners, LP; One Rock Capital Partners II GP, LLC serves as the general partner of One Rock
Capital Partners II, LP; One Rock Capital Partners III GP, LLC serves as the general partner of
One Rock Capital Partners III, LP; One Rock Capital Partners IV GP, LP serves as the general
partner of One Rock Capital Partners IV, LP; and One Rock Emerald Fund GP, LP serves as the
general partner of One Rock Emerald Fund, LP. In addition, certain other affiliated entities serve
as general partners of the Co-Investment Vehicles that are ORCP Funds (each such entity, together
with One Rock Capital Partners GP, LLC, One Rock Capital Partners II GP, LLC, One Rock
Capital Partners III GP, LP, One Rock Capital Partners IV GP, LP and One Rock Emerald Fund
GP, LP, a “General Partner,” and collectively, the “General Partners”). The General Partners
are each under common control with ORCP and have ultimate responsibility for the management,
operation and administration
of the ORCP Funds.
ORCP and the General Partners are owned and controlled by Tony W. Lee and R. Scott
Spielvogel (together, Tony W. Lee and R. Scott Spielvogel are referred to as the “Principals”).
ORCP has entered into a sub-advisory relationship with One Rock Capital Partners
Limited, a private limited company organized under the laws of England and Wales (“ORCP
UK”). ORCP and ORCP UK are filing a single Form ADV under an umbrella registration. Please
see Schedule R of Part 1A for more information as well as Item 10 herein. Currently ORCP is the
sole advisory client of ORCP UK.
ORCP provides investment advisory services to each ORCP Fund in accordance with each
such fund’s applicable investment management or advisory agreement (each, a “Management
Agreement”), and the limited partnership agreement (or analogous organizational document) of
such ORCP Fund (each, an “Organizational Document”). In addition, the ORCP Funds and the
General Partners have entered into side letters or other similar agreements (“Side Letters”) with
certain Limited Partners that have the effect of establishing rights (including economic,
information, liquidity, or transfer rights or other terms) under, or altering or supplementing the
terms of, the relevant Organizational Document with respect to such Limited Partners (the Side
Letters, and together with the Management Agreements and the Organizational Documents, are
referred to herein as the “Governing Documents”). Investment advice is provided directly to the
ORCP Funds and not individually to the Limited Partners.
The ORCP Funds primarily invest through negotiated transactions in operating entities,
generally referred to herein as “portfolio companies.” ORCP’s investment advisory services to
the ORCP Funds consist of identifying and evaluating investment opportunities, negotiating
investments, managing and monitoring investments and achieving dispositions for such
investments. Investments are made predominantly in nonpublic companies, although investments
in public companies and debt investments are permitted, subject to the applicable Governing
Documents. Certain Operating Partners, as well as senior professionals or other personnel of
ORCP or its affiliates, generally serve on the respective boards of directors of portfolio companies
or their affiliated entities or otherwise have influence or control over the management of portfolio
companies in connection with one or more ORCP Funds’ investment in a portfolio company.
ORCP’s strategy can be generally summarized as a focus on complex and value-oriented
situations involving industrial, manufacturing and service companies, where value creation can be
achieved through hands-on operational improvement and strategic repositioning.
Investment restrictions for the ORCP Funds, if any, are generally established in the
Governing Documents of the applicable ORCP Fund. For a detailed discussion of the ORCP
Funds’ strategies, see “Item 8 Methods of Analysis, Investment Strategies and Risk of Loss,”
below.
As of December 31, 2023, ORCP had $10,413,020,155 in regulatory assets under
management, all of which is managed on a discretionary basis. ORCP does not manage assets on
a nondiscretionary basis.