Blue Wolf Capital Partners LLC (“Blue Wolf”), a Delaware limited liability company, is a New
York-based private equity firm that specializes in private equity investments primarily in lower
middle market companies that have significant operations in North America. Blue Wolf
commenced operations in 2005. The controlling member of Blue Wolf is Adam Blumenthal.
Blue Wolf provides discretionary investment advisory services to multiple private equity funds
(collectively, the “Funds”) that invest in buyouts, recapitalizations and growth capital
opportunities in middle market companies. The firm focuses on making control investments in the
healthcare and industrial sectors and works to generate returns through operational and strategic
experience. Blue Wolf seeks to invest in businesses that have a solid underlying competitive
position, and where Blue Wolf has identified one of more catalysts for value creation that include
organizational transformation, financial or operational distress, dysfunctional, complex union or
human capital issues, the presence of significant government involvement, and/or the opportunity
to use economic, social or governance as a lens for value creation. The Funds seek to invest in
portfolio companies with enterprise values typically between $100 million and $500 million.
Additionally, Blue Wolf has organized (and may in the future organize) certain special purpose
pooled investment vehicles that co-invest alongside the Funds in certain of the same portfolio
companies in which the Funds invest (such co-investment vehicles, “Co-Invest Funds”). All
references to “Funds” herein are intended to encompass the Co-Invest Funds except where
indicated otherwise. The Co-Invest Funds are formed from time to time for the purpose of
permitting (i) certain pre-existing investors in the Funds to increase, on a discretionary basis, the
amount of their exposure to certain Fund portfolio companies via their respective investments in
such co-investment vehicles and/or (ii) one or more third parties that are not investors in the Funds
to invest alongside the Funds in certain portfolio companies in which the Funds are investing.
Generally, Co-Invest Funds invest on a side-by-side basis with the applicable Fund in one or more
portfolio companies generally on the same terms, except for fees and expenses as discussed in
Item 5 below. Co-Invest Funds generally have the pro rata right to participate in the future funding
of such portfolio companies, but do not have the obligation to do so. Consequently, the relative
ownership percentages of the Co-Invest Fund and the applicable Fund in respect of such portfolio
companies may change over time.
Blue Wolf expects that the Funds will have the ability to pursue larger transactions (often
significantly larger), where appropriate, generally by offering co-investment opportunities through
the Co-Invest Funds. Generally, subject to the terms of the Governing Documents (as defined
below) of a Co-Invest Fund and its related Fund, a Co-Invest Fund is contractually required, as a
condition of its investment, to exit its investment in any particular investment opportunity at the
same price, time and on the same terms as its related Fund.
Further, in circumstances where an entire investment opportunity could be made by a primary
Fund, Blue Wolf may still allocate a portion of such investment opportunity to one or more Co-
Invest Funds in accordance with such primary Fund’s confidential private placement
memorandum, limited partnership agreement and other governing documents (together,
“Governing Documents”) and Blue Wolf’s internal allocation policies and procedures if Blue Wolf
believes in its good faith judgment and sole discretion that: (i) allocating the full investment
opportunity solely to the primary Fund would unreasonably limit such Fund’s diversification (or
otherwise be inappropriate for the Fund) or (ii) a particular co-investor, investing via a Co-Invest
Fund, would add value to the primary Fund or the target portfolio company.
Investors that participate in
a Co-Invest Fund may be in a position to obtain additional information
regarding the applicable portfolio company that may not generally be available to investors in the
applicable Fund that invests side-by-side with the Co-Invest Fund.
Generally, a related person of Blue Wolf serves as the general partner of each Fund (each, a
“General Partner”), and Blue Wolf serves as the investment adviser to each Fund. References to
Blue Wolf in this Brochure include, as the context requires, any affiliates: (i) through which Blue
Wolf provides investment advisory services to the Funds or (ii) that serve as General Partners of
the Funds.
Blue Wolf tailors its advisory services to the specific investment objectives and restrictions of each
Fund. Investors and prospective investors in the Funds should refer to the Governing Documents
of each Fund for more complete information on the investment objectives and investment
restrictions with respect to a particular Fund. There is no assurance that any of the Funds’
investment objectives will be achieved. For the avoidance of doubt, the latest applicable Fund
limited partnership agreement, as amended or restated from time to time, is the primary Governing
Document if there are any conflicts with other Governing Documents.
The Funds are offered exclusively to “accredited investors” (as defined in Regulation D under the
Securities Act of 1933, as amended) and/or “qualified purchasers” pursuant to Section 3(c)(1) and
usually Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “Company Act”),
and are therefore not required to register as investment companies under the Company Act in
reliance upon certain exemptions available to private investment funds whose securities are not
publicly offered.
In accordance with common industry practice, one or more of the General Partners has, and may
in the future, enter into “side letters” or similar agreements with certain investors pursuant to which
the General Partner grants the investor specific rights, benefits, or privileges that are not made
available to investors generally. Certain terms may be available only to larger or strategic investors.
Side letter rights are likely to confer benefits on the relevant limited partner at the expense of the
relevant Fund or of limited partners as a whole, including in the event that a side letter confers
additional reporting, information rights and/or transfer rights, the costs and expenses of which are
expected to be borne by the relevant Fund. Except in the circumstances and on the timing required
by Governing Documents and/or applicable law, other investors will not receive copies of side
letters or related provisions, and as a general matter, the other investors have no recourse against
a Fund, Blue Wolf, the relevant General Partner or any of their affiliates in the event that certain
investors have received additional and/or different rights and/or terms as a result of such side
letters. A Fund investor should contact us for additional details. Terms addressed in side letters
may include, but are not limited to:
• “Most favored nation” status
• Seat or observer rights on investor advisory board
• Holding investments through a blocker or similar vehicle
• Format of certain notices
• More frequent or detailed reporting
• Additional representations and warranties by a Fund or Blue Wolf
• Co-investment opportunities
• Confidentiality
• Ability of investor to make required public disclosures about a Fund
• Restrictions on making in-kind distributions
• Notice of certain material events
• Limitations on a Fund’s use of power of attorney
• Prohibited investments
• Notice of successor fund formation
• Consent to transfer investor’s interest
Blue Wolf does not participate in any wrap fee programs.
Blue Wolf manages all client assets on a discretionary basis in accordance with the terms and
conditions of each Fund’s Governing Documents. As of December 31, 2023, the amount of assets
Blue Wolf manages on a discretionary basis is $2,808,874,536.