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Contract analysis / lp-notification-letter.docx
lp-notification-letter.docx
1001-00002 · 14 clauses
High · 2 Medium · 3 Standard · 3
I. Purpose of this Letter
I. Purpose of this Letter Ardent Capital GP III LLC (the "General Partner"), in its capacity as the general partner of Ardent Capital Partners III LP (the "Fund"), is writing to notify all limited partners of the Fund of the completion of a restructuring of the Fund's management company and the realignment of economics among the Fund's principals (the "Restructuring"). We believe it is important that each limited par
II. Background and Rationale Medium
⚑ Assignment / subcontracting
II. Background and Rationale The Fund is a Delaware limited partnership formed in 2019 for the purpose of making control investments in middle-market industrial and business-services companies in North America. The Fund received aggregate capital commitments of approximately $2.8 billion from 47 limited partners, consisting of a diversified base of institutional investors including public and corporate pension system
III. Summary of Restructuring — Entity Structure Changes
III. Summary of Restructuring — Entity Structure Changes Set forth below is a summary of the principal entity-level changes effected as part of the Restructuring. A. Formation of Ardent Capital Holdings LLC ("HoldCo") A new Delaware limited liability company, Ardent Capital Holdings LLC ("HoldCo"), was formed on March 1, 2024, and registered with the Delaware Secretary of State under File No. 7948231. HoldCo has been
IV. Personnel Changes — Departures High
⚑ Non-compete / exclusivity restraint
IV. Personnel Changes — Departures A. Retirement of David Kellner, Senior Partner David Kellner, Senior Partner of the Ardent platform, will retire from the firm effective March 31, 2024. Mr. Kellner has been an integral member of the Ardent team since 2010, and his contributions to the firm's investment program and institutional development over the past 14 years have been invaluable. We are deeply grateful for his
Section 5.2 of the LPA designates Marcus Aldridge and Priya Narayanan as the Fund's "Key P
Section 5.2 of the LPA designates Marcus Aldridge and Priya Narayanan as the Fund's "Key Persons" for purposes of the Key Person provisions set forth therein. Neither David Kellner nor Joanna Trask is a designated Key Person under the LPA. Accordingly, the departures of Mr. Kellner and Ms. Trask do not constitute a "Key Person Event" as defined in Section 5.2 of the LPA, and no suspension of the Fund's investment per
V. Economics Realignment — Post-Restructuring Principals High
⚑ Non-compete / exclusivity restraint
V. Economics Realignment — Post-Restructuring Principals As part of the Restructuring, the economic interests previously held by Mr. Kellner and Ms. Trask have been reallocated among the remaining principals and two newly admitted next-generation principals. The five individuals who now hold membership interests in HoldCo, together with their respective ownership percentages and titles, are as follows: Ms. Marchetti
VI. GP Commitment Standard
⚑ Commercial term
VI. GP Commitment The General Partner maintains a commitment to the Fund equal to 1.5% of total Fund commitments, or $42 million in the aggregate (the "GP Commitment"). The GP Commitment is funded by the principals and, prior to the Restructuring, was allocated among the five then-current principals in proportion to their respective ownership interests in the General Partner. In connection with the departures of Mr.
VII. LPAC Consent Standard
⚑ Commercial term
VII. LPAC Consent In accordance with Section 9.4 of the LPA, the General Partner solicited and obtained the consent of the LPAC to the Restructuring prior to the execution of the definitive Restructuring documents. The LPAC convened a meeting on February 14, 2024, at which representatives of the General Partner presented the terms and rationale of the Restructuring in detail. Following a comprehensive discussion and
VIII. Amendment No. 1 to the LPA Standard
⚑ Commercial term
VIII. Amendment No. 1 to the LPA Amendment No. 1 to the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP was executed effective as of February 28, 2024. Amendment No. 1 reflects the organizational changes effected by the Restructuring and makes certain conforming amendments to the LPA, including the following: (a) Defined Terms. Amendment No. 1 updates the definitions of "Genera
IX. Confirmation — No Changes to Fund Terms Medium
⚑ Confidentiality undertaking
IX. Confirmation — No Changes to Fund Terms For the avoidance of doubt, the General Partner wishes to confirm that the Restructuring does not result in any change to the following material terms of the Fund: Investment Strategy. No change. The Fund will continue to pursue control investments in middle-market industrial and business-services companies in North America, consistent with the investment strategy described
X. Regulatory Filings
X. Regulatory Filings The Management Company filed an amendment to its Form ADV with the U.S. Securities and Exchange Commission (the "SEC") on March 10, 2024 (the "ADV Amendment"), to reflect the changes to the Management Company's ownership structure resulting from the Restructuring. The ADV Amendment includes: (a) updated ownership and control information reflecting HoldCo's status as the sole member of the Manage
XI. Side-Letter Compliance
XI. Side-Letter Compliance The General Partner has undertaken a comprehensive review of all existing side letters and supplemental agreements entered into with limited partners of the Fund in connection with the Restructuring. Based on this review, the General Partner has confirmed that the Restructuring has been effected in compliance with all applicable notification, consent, most-favored-nation, and other requirem
XII. Contact Information
XII. Contact Information Any questions regarding the Restructuring, the terms of Amendment No. 1, or any other matter discussed in this letter should be directed to: Marcus Aldridge or Priya Narayanan Co-Founders & Managing Partners Ardent Capital GP III LLC 590 Madison Avenue, 28th Floor New York, NY 10022 Telephone: (212) 555-9100 Email: investor.relations@ardentcapital.com The Fund's outside counsel for the Restru
XIII. Closing Medium
⚑ Confidentiality undertaking
XIII. Closing The General Partner thanks each limited partner for its continued confidence in and support of Ardent Capital Partners III LP. We remain firmly committed to the disciplined execution of the Fund's investment strategy and to the transparent communication with our limited partners that has been a hallmark of the Ardent platform since its inception. We look forward to continuing to work together to generat