We are an indirect subsidiary of private companies controlled by Antonio C. Alvarez II and Bryan
P. Marsal, and we operate under the Alvarez & Marsal Capital business line. We are a separately
capitalized company that is associated with Alvarez & Marsal Holdings, LLC and its direct and
indirect subsidiaries (collectively, “A&M”), an industry-leading global consulting firm. While we
have existing relationships and utilize the services of certain entities affiliated with A&M, the day-
to-day investment activities of A&M Capital are separate from A&M and are led by Alvarez &
Marsal Capital professionals Michael Odrich and Jack McCarthy. Certain investment strategies
also have other investment professionals participating, who bring a wealth of investment,
operational and financial expertise and experience to A&M Capital, and together with a number
of other investment professionals, work to execute our investment strategy.
A&M Capital was established in 2009 and provides investment management services to private
investment funds (the “Funds”), employee securities companies (the “ESCs”) and co-investment
separately managed accounts (the “Co-Investment Accounts”) (the Funds, the ESCs and the Co-
Investment Accounts are collectively referred to as the “Partnerships”). The Funds are exempt
from registration under the Investment Company Act of 1940 (the “Investment Company Act”)
and their securities are not registered under the Securities Act of 1933. The Partnerships are
organized to primarily invest in both controlling and minority interests in middle-market
companies with identifiable opportunities for operational improvements, business turnarounds
and/or financial recapitalizations. Our services consist of investigating, identifying and evaluating
investment and co-investment opportunities, structuring, negotiating and making investments and
co-investments on behalf of the Partnerships, managing and monitoring performance of such
investments, and disposing of such investments. The Partnerships’ investments are referred to
herein as “Portfolio Investments” and the issuers of the securities or rights in which the
Partnerships have invested are referred to herein as “Portfolio Companies.”
The ESCs are investment vehicles through which certain employees, members, officers, and
independent contractors of A&M Capital, officers and employees of A&M Capital’s affiliates
and/or their family members, certain business associates, or other persons close to us invest. It is
expected that the ESCs will invest proportionately in all Portfolio Companies on the basis of their
available capital and on effectively the same terms and conditions as the Funds, subject to
applicable legal, tax and/or regulatory considerations, and will share proportionately in expenses.
The terms of the ESCs differ from those of the Funds.
In addition, from time to time, A&M Capital provides some investors, including investors in the
Funds, strategic partners and third parties, and some of its employees with opportunities to co-
invest in certain investments alongside a Fund, including through participation in co-investment
vehicles formed and controlled by A&M Capital. Such co-investment vehicles currently include
deal-specific vehicles formed to invest alongside a Fund in a specific opportunity, co-investment
vehicles formed for specific investors that invest alongside a Fund in multiple opportunities, and
co-investment vehicles formed for specific investors that invest alongside a Fund and other private
equity funds not advised or affiliated with A&M Capital in multiple opportunities, though A&M
Capital may, in the future, enter into other types of co-investment (or similar) arrangements that
have different structures. References made throughout this brochure to “Partnerships” may
include, where the context so requires, A&M Capital-controlled co-investment vehicles, as
applicable.
In providing services to the Partnerships, we manage the assets in accordance with the governing
documents of such Partnerships, a separate investment
management agreement, and/or side letters
with investors (collectively, the “Governing Documents”). Investment advice is provided directly
to the Partnerships and not individually to the limited partners of the Partnerships (the “Investors”
or “Limited Partners”). Except as otherwise described in the Governing Documents, Limited
Partners may not restrict investments by the Partnerships in any capacity, and except in limited
circumstances, Limited Partners of the Partnerships are not permitted to withdraw prior to a
Partnerships’ dissolution. Investment restrictions for the Partnerships, if any, are generally
established in the Governing Documents. In addition, A&M Capital Partners II Advisor, LP
(“AMCP II Advisor”) provides investment management services to certain Partnerships (the
“AMCP II Partnerships”). Pursuant to a sub-advisory agreement that AMCP II Advisor has entered
into with A&M Capital in relation to the AMCP II Partnerships, AMCP II Advisor has delegated
certain of its duties under its investment advisory agreements with the AMCP II Partnerships to
A&M Capital; however, under this arrangement, all decisions, consents and other determinations
to be made by AMCP II Advisor pursuant to these investment advisory agreements or the
Governing Documents of the AMCP II Partnerships are to be made by AMCP II Advisor. AMCP
II Advisor is registered with the SEC under the Advisers Act as a relying adviser in reliance on the
Form ADV of A&M Capital (together, they file a single Form ADV). Michael Odrich and Jack
McCarthy lead the day-to-day investment activities of AMCP II Advisor and also hold the largest
equity interests in AMCP II Advisor (in part through trusts created and controlled by them). A&M
Capital-GP Associates II, LP serves as the general partner to AMCP II Advisor.
In addition, A&M Capital Partners III Advisor, LP (“AMCP III Advisor”) provides investment
management services to certain Partnerships (the “AMCP III Partnerships”). Pursuant to a sub-
advisory agreement that AMCP III Advisor has entered into with A&M Capital in relation to the
AMCP III Partnerships, AMCP III Advisor has delegated certain of its duties under its investment
advisory agreements with the AMCP III Partnerships to A&M Capital; however, under this
arrangement, all decisions, consents and other determinations to be made by AMCP III Advisor
pursuant to these investment advisory agreements or the Governing Documents of the AMCP III
Partnerships are to be made by AMCP III Advisor. AMCP III Advisor is registered with the SEC
under the Advisers Act as a relying adviser in reliance on the Form ADV of A&M Capital
(together, they file a single Form ADV). Michael Odrich and Jack McCarthy lead the day-to-day
investment activities of AMCP III Advisor and also hold the largest equity interests in AMCP III
Advisor (in part through trusts created and controlled by them). A&M Capital-GP Associates III,
LP serves as the general partner to AMCP III Advisor.
In addition, A&M Capital Co-Investment Advisors, LP (“Co-Investment Advisor”) provides
investment management services to a separately managed account that makes co-investments
alongside private equity funds including the Partnerships. Co-Investment Advisor is registered
with the SEC under the Advisers Act as a relying adviser in reliance on the Form ADV of A&M
Capital (together, they file a single Form ADV). Michael Odrich and Jack McCarthy lead the day-
to-day investment activities of Co-Investment Advisor and also hold the largest equity interests in
Co-Investment Advisor (in part through trusts created and controlled by them). A&M Capital Co-
Investment Advisors GP, LLC serves as the general partner to Co-Investment Advisor.
References made throughout this brochure to “A&M Capital”, “we”, “us”, and “our” may include,
where the context so requires, references to AMCP II Advisor, AMCP III Advisor or Co-
Investment Advisor, as applicable.
As of December 31, 2023 we managed $6,228,816,739 of client assets, all of which is managed
on a discretionary basis.