RiverGlade Capital Management, L.P. (“RiverGlade” or the “Firm”), a Delaware limited partnership,
is a private equity firm based in Chicago. Founded in 2017, the Firm primarily invests in control
buyouts of growth-oriented lower middle market healthcare services companies.
RiverGlade serves as the investment adviser for, and provides discretionary investment advisory
services to, the following private funds: RiverGlade Capital, L.P. (“Fund I”) and RiverGlade Capital
II, L.P. and its parallel fund, RiverGlade Capital II-A, L.P. (collectively, “Fund II” and together with
Fund I, the “Main Funds”). RiverGlade also provides discretionary investment advisory services to
co-investment special purpose funds established to invest alongside a Fund in a single portfolio
company (each, a “Co-Investment Fund” and collectively with Fund I and Fund II, the “Funds” unless
the context otherwise requires). In certain circumstances, as more fully described in Item 7 below,
the Firm permits certain investors and third parties to co-invest alongside a Fund directly into a
portfolio company. Unlike the Co-Investment Funds mentioned above, such direct co-investments
are not considered Funds or clients of RiverGlade.
Each Fund is affiliated with a general partner (“General Partner”) with authority to make investment
decisions on behalf of the Funds. The General Partners are deemed registered under the Investment
Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder (“Advisers
Act”), pursuant to RiverGlade’s registration in accordance with SEC guidance. 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. While the General Partners maintain ultimate authority
over the respective Funds, RiverGlade has been designated the role of investment adviser. References
to RiverGlade throughout this Brochure also include each General Partner, unless the context
otherwise requires. For more information about the Funds and General Partners, please see
RiverGlade’s Form ADV Part 1, Schedule D, Section 7.A. and Section 7.B.(1).
RiverGlade provides investment advisory services as a private equity fund manager to its Funds. The
Funds invest through privately negotiated transactions in healthcare services companies, generally
referred to as “portfolio companies”, in the lower middle market. Each portfolio company has its
own independent management team responsible for managing its day-to-day operations, although the
senior principals or other personnel and/or third parties appointed by RiverGlade will generally serve
on such portfolio companies’ respective boards of directors or otherwise act to influence control over
management of portfolio companies held by the Funds. In addition, in some cases, RiverGlade will
more directly influence the day-to-day management of a portfolio company by recruiting certain
individuals in various leadership roles, such as chief executive officer, chief operating officer, chief
financial officer or in other roles.
RiverGlade’s investment advisory services to the Funds consist of
identifying and evaluating investment opportunities, negotiating the terms of investment, managing
and monitoring investments and achieving dispositions of such investments. Investments are made
predominantly in nonpublic companies.
The Firm’s investment advice and authority for each Fund is tailored to the investment objectives of
that Fund; RiverGlade does not tailor its advisory services to the individual needs of investors in its
Funds. These objectives are described in and governed by, as applicable, the private placement
memorandum, limited partnership agreement, investment advisory agreements, subscription
agreements, side letter agreements and other governing documents of the relevant Fund (collectively,
“Governing Documents”) and investors determine the suitability of an investment in a Fund based
on, among other things, the Governing Documents. The Firm does not seek or require investor
approval regarding each investment decision.
Fund investors generally cannot impose restrictions on investing in certain securities or types of
securities. 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 Governing Documents. In accordance with industry common practice, RiverGlade 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 Funds, or for other reasons in
the sole discretion of RiverGlade, in each case that have the effect of establishing rights under, or
altering or supplementing, a Main Fund’s Governing Documents. Examples of side letter rights
entered into include advisory committee appointments, alternative investment vehicle participation,
distributions in-kind, transfers, information rights, co-investment interest and reporting obligations,
most favored nations, regulatory compliance and tax matters, 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 March 2025, RiverGlade 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 capital
commitment, and once invested in a Fund, investors generally cannot impose additional 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.
RiverGlade is owned by Managing Partners Garrick M. Rice and Daniel W. Rosenberg. For more
information about RiverGlade’s owners and executive officers, see RiverGlade’s Form ADV Part 1,
Schedule A.
As of December 31, 2023, RiverGlade manages approximately $794,137,843 in regulatory assets, all
managed on a discretionary basis.