Firm Description
Kainos (TX) Capital LP (together with its fund general partners, unless otherwise specified, “Kainos,”
“we” or the “Firm”), is a middle market private equity firm based in Dallas, Texas that provides
investment advisory services to its clients, which are private funds exempt from registration under the
Investment Company Act of 1940, as amended (“Investment Company Act”). Kainos invests in the
food, beverage and consumer sectors with a focus on manufacturers, distributors and marketers of
food products, branded or private label food and consumer product companies, consumer products
in the household, pet and personal care industries and over-the-counter health and nutritional product
sectors.
Advisory Business
Kainos acts as the investment manager for private funds, including main funds, executive funds and
co-investment funds, referred to collectively throughout this Brochure as “Funds.” Each Fund is
managed by a general partner (“General Partner”), which has the authority to make investment
decisions on behalf of its Fund. 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.
For a complete list of Kainos’ Funds and General Partners, please see the portion of Kainos’ Form
ADV Part 1, Schedule D, captioned “Private Fund Reporting” at Section 7.A. and 7.B.(1).
The Funds generally seek substantial long-term capital appreciation by making privately negotiated
equity investments in lower to middle-market sized food and consumer products companies primarily
headquartered in North America. We seek to invest in buyouts and recapitalizations of privately held
companies and non-core subsidiaries of larger companies, as well as in companies requiring growth
capital. Kainos generally makes control investments or investments where we exercise influence over
a company’s management and strategic direction.
Advisory Services
Kainos’ investment advisory services provided to the Funds consist of identifying and evaluating
investment opportunities, negotiating the terms of investments, managing and monitoring
investments and ultimately achieving dispositions of such investments. The Funds generally invest
through privately negotiated transactions in operating companies, referred to as “portfolio
companies.” Each portfolio company has its own independent management team responsible for
managing its day-to-day operations, although the senior principals or other personnel of Kainos, as
well as affiliates or third parties appointed by us, will generally serve on such portfolio companies’
respective boards of directors or managers or otherwise act to influence control over management.
In addition, in some cases, we will more directly influence the day-to-day management of the company
by recruiting 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, although investments in public companies are permitted under certain
circumstances.
Kainos provides discretionary investment advice to the Funds,
subject to the discretion and control
of the General Partners, and not individually to the Fund’s underling investors. Services are provided
to the Funds in accordance with their relevant private placement or offering memorandums,
investment advisory agreements, limited partnership agreements, subscription documents, side letter
agreements or other organizational agreements and governing documents (together, the “Governing
Documents”) and investors determine the suitability of an investment in a Fund based on, among
other things, the Governing Documents.
Kainos does not tailor its advisory services to the individual needs of investors in its Funds; Kainos’
investment advice and authority is tailored to the investment objectives of each Fund. Investment
restrictions for the Funds, if any, are established in the Governing Documents of the applicable Fund.
We do not seek nor require investor approval regarding each investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities, other than through side letter agreements. Investors in the Funds participate in the overall
investment program for the applicable Fund and generally cannot be excused from a particular
investment except pursuant to the terms of the applicable Fund Governing Documents. In
accordance with industry common practice, Kainos 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 provisions entered into include, for example,
provisions whereby investors have expressed an interest in participating in co-investment
opportunities, amendment restrictions, advisory board membership, investment structuring
considerations, notifications, certifications and reporting, among others. These rights, benefits or
privileges are not made available to all investors, consistent with the Governing Documents and
general market practice. If applicable, commencing in September 2024, we 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 at the time of the relevant
investor’s commitment, 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.
Principal Owners/Ownership Structure
Founded in 2011, the Firm is owned and managed by Messrs. Andrew S. Rosen (Managing Partner),
Robert W. Sperry, Daniel J. Hopkin, Kevin E. Elliott and Jay J. Desai (collectively, our “Partners”).
For more information about Kainos’ owners and executive officers, please see Kainos’ Form ADV
Part 1, Schedule A and Schedule B.
Regulatory Assets Under Management
As of December 31, 2023, we managed regulatory assets under management of $1.977 billion, all on
a discretionary basis. We do not manage Fund assets on a non-discretionary basis.