Firm Description
Revelstoke Capital Management, LLC (together with its fund general partners, managers and relying
adviser, unless the context otherwise requires, “Revelstoke” or the “Firm”) is a Denver, Colorado-
based investment adviser founded in July 2013. Revelstoke focuses its investments in the healthcare
and related business services sectors.
The Firm provides discretionary portfolio management services to private funds, including main funds
(“Funds”), single asset funds (“EPIC Funds”), employee and affiliate funds, including employee
and/or executive funds (“Affiliate Funds”) and co-investment funds (“Co-Investment Funds”, and
together with the Funds, EPIC Funds and Affiliate Funds, “Clients”). In certain circumstances, as
more fully described in Item 7 below, the Firm also permits certain investors and third parties to co-
invest alongside a Client directly into a portfolio company. Unlike the Co-Investment Funds
mentioned above, such direct co-investments are not considered Funds or Clients of Revelstoke.
Each Client is affiliated with a general partner (“General Partner”), manager (“Manager” and for
purposes of this Brochure, General Partner and Manager are collectively referred to as “General
Partners”) and/or relying adviser, Revelstoke Capital Advisors LLC, with authority to make
investment decisions on behalf of the applicable Client. The General Partners, Managers and relying
adviser are deemed to be registered under the Investment Advisers Act of 1940, as amended
(“Advisers Act”), pursuant to Revelstoke’s registration in accordance with SEC guidance. The
applicable General Partner, Manager and/or relying adviser of each Client retains investment
discretion and investors in the Clients do not participate in the control or management of the Clients.
While the General Partners, Managers and/or relying adviser maintain ultimate authority over the
respective Clients, Revelstoke Capital Management, LLC has been designated the role of investment
adviser. For more information about the Clients, General Partners, Managers, and relying adviser,
please see Revelstoke’s Form ADV Part 1, Schedule D, Sections 7.A. and 7.B.(1) and Schedule R.
Advisory Services
Revelstoke is a private equity firm with a primary focus on making control equity investments in U.S.
middle market companies primarily in the healthcare and related business services sectors. The equity
control investments are made in portfolio companies that have their own independent management
team responsible for managing day-to-day operations, although the senior principals or other
personnel and/or third parties appointed by Revelstoke will generally serve on such portfolio
companies’ boards of directors or otherwise act to influence control over their management. For
these portfolio companies, Revelstoke will often more directly influence the day-to-day management
of the company by installing certain individuals in various leadership roles, such as chief executive
officer, chief operating officer, chief financial officer or other roles. Revelstoke also makes debt
investments in U.S. middle market companies primarily in the healthcare and related business services
sectors.
Revelstoke’s investment advisory services consist of identifying and evaluating investment
opportunities, negotiating the terms of investments, managing and monitoring investments and
achieving dispositions for such investments.
Revelstoke does not tailor its advisory services to the individual needs of investors in the Clients, but
rather provides investment management oversight to the investment objectives and investment
strategy of each Client. These investment objectives are governed by and described in the applicable
private
placement memorandum, limited partnership agreements, limited liability company
agreements, investment advisory agreements, subscription agreements, side letters and other
governing documents of the Clients (collectively, “Governing Documents”) and investors determine
the suitability of an investment in a Client based on, among other things, the Governing Documents.
Revelstoke does not require, nor does it seek, approval from its investors with respect to investment
decisions for the Clients.
Investors in the Clients generally cannot impose restrictions on investing in certain securities or types
of securities, other than through side letter agreements. Investors participate in the overall investment
program for the applicable Client(s) and generally cannot be excused from a particular investment
except in certain circumstances pursuant to the terms of the applicable Governing Documents. In
accordance with industry common practice, Revelstoke has entered into side letters or similar
agreements with certain investors including those who make substantial commitments of capital or
were early-stage investors in the Clients, or for other reasons in the sole discretion of Revelstoke, in
each case that have the effect of establishing rights under or altering or supplementing the terms of
the applicable Client’s Governing Documents. Examples of side letter rights entered into include
reporting provisions, provisions whereby investors have expressed an interest in participating in co-
investment opportunities, limited partner advisory committee representation, information rights,
certain fee arrangements or other economic provisions, transfer rights and “most favored nation”
provisions, among others. These rights, benefits or privileges are not always made available to all
investors, consistent with the Governing Documents and general market practice. Commencing in
September 2024, Revelstoke 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. Such side
letters are typically negotiated at the time of the relevant investor’s capital commitment and once an
investor is accepted into a Client, an investor generally cannot impose additional investment guidelines
or restrictions on such Client. There can be no assurance that the side letter rights granted to one or
more investors will not in certain cases disadvantage other investors.
Revelstoke does not participate in wrap fee programs.
Ownership
Revelstoke is controlled by Simon A. Bachleda (Founder and Managing Partner) and its day-to-day
operations are managed by the Firm’s Executive Committee, which consists of Mr. Bachleda, Russell
J. Cassella (Managing Partner), Anthony Hayes (Partner) and Andrew Welch (Partner). Revelstoke is
majority owned (directly and indirectly) by Mr. Bachleda. Mr. Cassella maintains a minority ownership
interest in Revelstoke (directly and indirectly). A third party also maintains a passive, non-voting
minority interest in Revelstoke, which is not large enough to warrant inclusion on the Form ADV Part
1, Schedules A or B. The third-party investor does not have any authority over the day-to-day
operations or investment decisions of Revelstoke as they relate to the Clients, but does have certain
customary minority protection rights. For more information about Revelstoke’s owners and executive
officers, see Revelstoke’s Form ADV Part 1, Schedules A, B and R. For more information about the
conflicts of interest inherent in third-party ownership of the management company, see Item 8,
Conflicts of Interest.
Regulatory Assets Under Management
As of December 31, 2023, Revelstoke managed $5.493 billion of regulatory assets under management,
all on a discretionary basis.