FORM ADV PART 2A BROCHURE SUPPLEMENT
Ardent Capital Management LLC CRD Number: 298417
590 Madison Avenue, 28th Floor New York, NY 10022
March 10, 2024
DRAFT — For Review Prior to Filing
This brochure supplement provides information about the supervised persons listed below that supplements the Ardent Capital Management LLC brochure. You should have received a copy of that brochure. Please contact Marcus Aldridge, Co-Founder & Managing Partner, at 590 Madison Avenue, 28th Floor, New York, NY 10022, if you did not receive the brochure or if you have any questions about the contents of this supplement.
The information in this brochure supplement has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority.
Prepared by Calderwood & Harkness LLP, One Vanderbilt Avenue, 44th Floor, New York, NY 10017, on behalf of Ardent Capital Management LLC.
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I. Introduction and Summary of Changes
This updated brochure supplement (this "Supplement") reflects changes to key personnel of Ardent Capital Management LLC ("Ardent Capital," the "Adviser," or the "Firm") effective as of the restructuring of the Firm's ownership structure, which was completed on February 28, 2024.
Ardent Capital Management LLC is an investment adviser registered with the United States Securities and Exchange Commission (the "SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The Firm's Central Registration Depository ("CRD") number is 298417. Ardent Capital serves as the investment adviser and manager of Ardent Capital Partners III LP (the "Fund" or "Fund III"), a Delaware limited partnership with approximately $2.8 billion in total commitments from 47 limited partners. The Firm provides investment advisory services exclusively to Fund III and does not provide advisory services to any other pooled investment vehicles or separately managed accounts at this time.
As of March 1, 2024, Ardent Capital Management LLC became a wholly owned subsidiary of Ardent Capital Holdings LLC ("HoldCo"), a newly formed Delaware limited liability company (EIN: 93-1847225). The formation of HoldCo was part of a broader restructuring of the Ardent Capital platform's organizational structure that was approved by the Limited Partner Advisory Committee ("LPAC") of Ardent Capital Partners III LP on February 14, 2024, pursuant to Section 9.4 of the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP, dated as of June 30, 2019 (as amended, the "LPA"). Amendment No. 1 to the LPA was executed on February 28, 2024, and LP notification letters were sent to all 47 limited partners on March 5, 2024. No Key Person Event (as defined in Section 5.2 of the LPA) has been triggered as a result of any of the personnel changes described herein.
This Supplement reflects the following personnel changes:
Departures:
• David Kellner (Senior Partner) is retiring from the Firm effective March 31, 2024 and is transitioning to a non-supervisory Senior Advisor role under a separate Senior Advisor Agreement. Mr. Kellner will not serve as a supervised person or control person of Ardent Capital Management LLC in his advisory capacity following his retirement. Mr. Kellner was not a designated "Key Person" under Section 5.2 of the LPA.
• Joanna Trask (Partner) is departing the Firm effective April 15, 2024. Ms. Trask will not serve as a supervised person or control person of Ardent Capital Management LLC following her departure. Ms. Trask was not a designated "Key Person" under Section 5.2 of the LPA.
Neither Mr. Kellner nor Ms. Trask will serve as a supervised person of Ardent Capital Management LLC going forward. Additional details regarding their departures are set forth in Section VII of this Supplement.
Additions:
• Elena Marchetti (Principal) has been newly designated as a supervised person of the Firm in connection with the management company restructuring effective February 28, 2024. Ms. Marchetti joined Ardent Capital in 2017 and holds a 4% membership interest in HoldCo.
• Samuel Okonkwo (Principal) has been newly designated as a supervised person of the Firm in connection with the management company restructuring effective February 28, 2024. Mr. Okonkwo joined Ardent Capital in 2018 and holds a 4% membership interest in HoldCo.
Continuing Supervised Persons:
The following individuals remain as key supervised persons of the Firm:
• Marcus Aldridge — Co-Founder & Managing Partner (42% HoldCo interest)
• Priya Narayanan — Co-Founder & Managing Partner (36% HoldCo interest)
• Robert Hsiao — Partner (14% HoldCo interest)
The remainder of this Supplement sets forth detailed information regarding each supervised person in accordance with the requirements of Part 2A of Form ADV.
II. Supervised Person 1: Marcus Aldridge
A. Educational Background and Business Experience
Name: Marcus Aldridge
Title: Co-Founder & Managing Partner
Year of Birth: 1967
Educational Background:
• Bachelor of Arts, Yale University, New Haven, Connecticut (1989)
• Master of Business Administration, The Wharton School, University of Pennsylvania, Philadelphia, Pennsylvania (1994)
Business Experience (preceding ten years and beyond, as relevant):
Mr. Aldridge co-founded the Ardent Capital investment platform in 2007 and has served as Co-Founder & Managing Partner of Ardent Capital Management LLC since its inception. In that capacity, Mr. Aldridge is responsible for the overall strategic direction, investment origination, portfolio management, and day-to-day operations of the Firm. He serves in an equivalent capacity for all affiliated Ardent Capital entities.
Mr. Aldridge is designated as a "Key Person" under Section 5.2 of the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP. In this role, Mr. Aldridge is required to devote substantially all of his business time and attention to the affairs of the Fund, and any cessation of his active involvement in the Fund's investment activities would constitute a Key Person Event under the LPA, which would trigger a suspension of the investment period.
In connection with the restructuring of the Ardent Capital platform, Mr. Aldridge serves as a Managing Member of Ardent Capital Holdings LLC, in which he holds a 42% membership interest. He also serves as a Managing Member of Ardent Capital GP III LLC, the sole general partner of Ardent Capital Partners III LP. Mr. Aldridge was the authorized person for the formation of Ardent Capital Holdings LLC and Ardent GP Intermediate LLC, both of which were organized as Delaware limited liability companies effective March 1, 2024.
Prior to co-founding Ardent Capital in 2007, Mr. Aldridge spent over twelve years in investment banking and private equity. From 2001 to 2007, Mr. Aldridge served as a Managing Director at Greystone Partners, a middle-market private equity firm based in New York, where he led control investments in the industrials and business-services sectors. From 1994 to 2001, Mr. Aldridge was a Vice President in the Mergers & Acquisitions group at Pinnacle Trust Bank, an investment banking firm in New York, where he advised on leveraged buyout and recapitalization transactions. Mr. Aldridge has over 25 years of experience in private equity, with a primary focus on control investments in middle-market industrial and business-services companies.
B. Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client's evaluation of a supervised person providing investment advice. Mr. Aldridge has no legal or disciplinary events to disclose. He has not been the subject of any criminal or civil proceedings, regulatory actions, administrative proceedings, or self-regulatory organization proceedings that are required to be reported under this item.
C. Other Business Activities
Mr. Aldridge is a Member of Ardent Capital Holdings LLC, in which he holds a 42% membership interest. He also serves as a Member and Managing Member of Ardent Capital GP III LLC, the sole general partner of Ardent Capital Partners III LP. These activities are related to his role at Ardent Capital Management LLC and are an integral part of the Firm's advisory operations.
Mr. Aldridge does not engage in any outside business activities that create a material conflict of interest with his responsibilities at Ardent Capital Management LLC. He does not receive compensation from any other investment advisory firm, broker-dealer, or financial services company for the provision of investment advice or the sale of securities. Mr. Aldridge does not serve as a registered representative of any broker-dealer.
D. Additional Compensation
Mr. Aldridge receives the following forms of compensation in addition to his salary from Ardent Capital Management LLC:
Carried Interest. Mr. Aldridge receives carried interest distributions as a member of Ardent Capital Holdings LLC. His allocable share represents 42% of the carry pool, which constitutes his proportionate share of the 20% carried interest on net profits of Ardent Capital Partners III LP. The carried interest is subject to an 8% preferred return to limited partners and a full general partner catch-up, as set forth in Section 7.3 of the LPA. Carried interest is distributed through HoldCo in accordance with the distribution waterfall provisions of the HoldCo LLC Agreement.
ManCo Profit Share. Mr. Aldridge receives a share of the ManCo Profit Share, which represents distributions from Ardent Capital Management LLC to HoldCo based on the Firm's net operating income after payment of all operating expenses and reserves. Mr. Aldridge's allocable share is 42% of approximately $17,150,000 in annual ManCo Profit Share distributions, equaling approximately $7,200,000 per year. The ManCo Profit Share is calculated and distributed on a quarterly basis.
The compensation arrangements described above create certain conflicts of interest, as Mr. Aldridge has a financial incentive to maximize the carried interest received by the general partner of the Fund. These conflicts are mitigated by the terms of the LPA, including the preferred return provisions, the clawback obligations of the general partner, and the oversight of the LPAC. Additional information regarding these conflicts of interest is set forth in the Firm's Form ADV Part 2A brochure.
E. Supervision. As Co-Founder & Managing Partner, Mr. Aldridge is one of the two most senior officers of Ardent Capital Management LLC. Mr. Aldridge is subject to oversight by the compliance program of Ardent Capital Management LLC, including the Firm's Code of Ethics, personal trading policies, and other compliance policies and procedures maintained in accordance with Rule 206(4)-7 under the Advisers Act. Mr. Aldridge is supervised jointly with Co-Founder & Managing Partner Priya Narayanan. All investment decisions are made by the Firm's Investment Committee, which consists of Mr. Aldridge and Ms. Narayanan as co-chairs.
The Firm's Chief Compliance Officer ("CCO") is responsible for the administration and enforcement of the compliance program, and reports to both Mr. Aldridge and Ms. Narayanan. The CCO may be reached at 590 Madison Avenue, 28th Floor, New York, NY 10022, telephone (212) 555-4800.
III. Supervised Person 2: Priya Narayanan
A. Educational Background and Business Experience
Name: Priya Narayanan
Title: Co-Founder & Managing Partner
Year of Birth: 1970
Educational Background:
• Bachelor of Arts, Princeton University, Princeton, New Jersey (1992)
• Juris Doctor, Columbia Law School, Columbia University, New York, New York (1995)
Business Experience (preceding ten years and beyond, as relevant):
Ms. Narayanan co-founded the Ardent Capital investment platform in 2007 and has served as Co-Founder & Managing Partner of Ardent Capital Management LLC since its inception. In that capacity, Ms. Narayanan is responsible for investment origination, due diligence oversight, deal structuring, portfolio management, and fund governance across the Ardent Capital platform. She serves in an equivalent capacity for all affiliated Ardent Capital entities.
Ms. Narayanan is designated as a "Key Person" under Section 5.2 of the Amended and Restated Agreement of Limited Partnership of Ardent Capital Partners III LP. In this role, Ms. Narayanan is required to devote substantially all of her business time and attention to the affairs of the Fund, and any cessation of her active involvement in the Fund's investment activities would constitute a Key Person Event under the LPA, which would trigger a suspension of the investment period.
In connection with the restructuring of the Ardent Capital platform, Ms. Narayanan serves as a Managing Member of Ardent Capital Holdings LLC, in which she holds a 36% membership interest. She also serves as a Managing Member of Ardent Capital GP III LLC, the sole general partner of Ardent Capital Partners III LP.
Prior to co-founding Ardent Capital in 2007, Ms. Narayanan had over twelve years of legal and investment experience. From 2003 to 2007, Ms. Narayanan served as a Partner at Pemberton Hale LLP, where she led the firm's private equity fund formation and M&A practice, advising sponsors on fund structuring, co-investment arrangements, and leveraged acquisitions. From 1998 to 2003, Ms. Narayanan served as an Associate and then Vice President at Blackwell Capital Group, a private equity firm based in New York, where she was responsible for transaction structuring and portfolio company governance. From 1995 to 1998, Ms. Narayanan was an associate at Drummond & Fenwick LLP in the firm's General Practice Group, with a focus on mergers and acquisitions and securities law. Ms. Narayanan has over 20 years of private equity experience, with particular expertise in deal structuring, portfolio management, and fund governance.
B. Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client's evaluation of a supervised person providing investment advice. Ms. Narayanan has no legal or disciplinary events to disclose. She has not been the subject of any criminal or civil proceedings, regulatory actions, administrative proceedings, or self-regulatory organization proceedings that are required to be reported under this item.
C. Other Business Activities
Ms. Narayanan is a Member of Ardent Capital Holdings LLC, in which she holds a 36% membership interest. She also serves as a Member and Managing Member of Ardent Capital GP III LLC, the sole general partner of Ardent Capital Partners III LP. These activities are related to her role at Ardent Capital Management LLC and are an integral part of the Firm's advisory operations.
Ms. Narayanan does not engage in any outside business activities that create a material conflict of interest with her responsibilities at Ardent Capital Management LLC. She does not receive compensation from any other investment advisory firm, broker-dealer, or financial services company for the provision of investment advice or the sale of securities. Ms. Narayanan does not serve as a registered representative of any broker-dealer.
D. Additional Compensation
Ms. Narayanan receives the following forms of compensation in addition to her salary from Ardent Capital Management LLC:
Carried Interest. Ms. Narayanan receives carried interest distributions as a member of Ardent Capital Holdings LLC. Her allocable share represents 36% of the carry pool, which constitutes her proportionate share of the 20% carried interest on net profits of Ardent Capital Partners III LP. The carried interest is subject to an 8% preferred return to limited partners and a full general partner catch-up, as set forth in Section 7.3 of the LPA. Carried interest is distributed through HoldCo in accordance with the distribution waterfall provisions of the HoldCo LLC Agreement.
ManCo Profit Share. Ms. Narayanan receives a share of the ManCo Profit Share, which represents distributions from Ardent Capital Management LLC to HoldCo based on the Firm's net operating income after payment of all operating expenses and reserves. Ms. Narayanan's allocable share is 36% of approximately $17,150,000 in annual ManCo Profit Share distributions, equaling approximately $6,170,000 per year. The ManCo Profit Share is calculated and distributed on a quarterly basis.
The compensation arrangements described above create certain conflicts of interest, as Ms. Narayanan has a financial incentive to maximize the carried interest received by the general partner of the Fund. These conflicts are mitigated by the terms of the LPA, including the preferred return provisions, the clawback obligations of the general partner, and the oversight of the LPAC. Additional information regarding these conflicts of interest is set forth in the Firm's Form ADV Part 2A brochure.
E. Supervision. As Co-Founder & Managing Partner, Ms. Narayanan is one of the two most senior officers of Ardent Capital Management LLC. Ms. Narayanan is subject to oversight by the compliance program of Ardent Capital Management LLC, including the Firm's Code of Ethics, personal trading policies, and other compliance policies and procedures maintained in accordance with Rule 206(4)-7 under the Advisers Act. Ms. Narayanan is supervised jointly with Co-Founder & Managing Partner Marcus Aldridge. All investment decisions are made by the Firm's Investment Committee, which consists of Ms. Narayanan and Mr. Aldridge as co-chairs.
The Firm's Chief Compliance Officer is responsible for the administration and enforcement of the compliance program, and reports to both Ms. Narayanan and Mr. Aldridge. The CCO may be reached at 590 Madison Avenue, 28th Floor, New York, NY 10022, telephone (212) 555-4800.
IV. Supervised Person 3: Robert Hsiao
A. Educational Background and Business Experience
Name: Robert Hsiao
Title: Partner
Year of Birth: 1979
Educational Background:
• Master of Engineering, Massachusetts Institute of Technology (MIT), Cambridge, Massachusetts (2002)
• Master of Business Administration, Harvard Business School, Harvard University, Boston, Massachusetts (2008)
Business Experience (preceding ten years and beyond, as relevant):
Mr. Hsiao joined Ardent Capital in 2015 and currently serves as a Partner of Ardent Capital Management LLC. In that capacity, Mr. Hsiao is responsible for sourcing, evaluating, and executing control investments in middle-market industrial and business-services companies, and he serves on the boards of directors of several of the Fund's active portfolio companies. Mr. Hsiao also participates in the Firm's investment decision-making process as a member of the Investment Committee.
In connection with the restructuring of the Ardent Capital platform, Mr. Hsiao is a Member of Ardent Capital Holdings LLC, in which he holds a 14% membership interest.
Prior to joining Ardent Capital in 2015, Mr. Hsiao was a Vice President at Ridgeline Capital Partners, a middle-market private equity firm based in Stamford, Connecticut, where he focused on leveraged buyout transactions in the industrial technology and specialty manufacturing sectors. From 2008 to 2012, Mr. Hsiao was an Associate in the Private Equity group at Ashgrove Commerce Bank, where he participated in the evaluation and execution of control and minority investments. From 2002 to 2006, prior to attending business school, Mr. Hsiao worked as a management consultant at Drayton Consulting Group in the firm's Operations Practice, advising industrial and manufacturing clients on operational improvement and supply-chain optimization. Mr. Hsiao has approximately 15 years of private equity and investment experience, with a primary focus on the industrial and business-services sectors.
B. Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client's evaluation of a supervised person providing investment advice. Mr. Hsiao has no legal or disciplinary events to disclose. He has not been the subject of any criminal or civil proceedings, regulatory actions, administrative proceedings, or self-regulatory organization proceedings that are required to be reported under this item.
C. Other Business Activities
Mr. Hsiao is a Member of Ardent Capital Holdings LLC, in which he holds a 14% membership interest. This activity is related to his role at Ardent Capital Management LLC and is an integral part of the Firm's advisory operations.
Mr. Hsiao does not engage in any outside business activities that create a material conflict of interest with his responsibilities at Ardent Capital Management LLC. He does not receive compensation from any other investment advisory firm, broker-dealer, or financial services company for the provision of investment advice or the sale of securities. Mr. Hsiao does not serve as a registered representative of any broker-dealer.
D. Additional Compensation
Mr. Hsiao receives the following forms of compensation in addition to his salary from Ardent Capital Management LLC:
Carried Interest. Mr. Hsiao receives carried interest distributions as a member of Ardent Capital Holdings LLC. His allocable share represents 14% of the carry pool, which constitutes his proportionate share of the 20% carried interest on net profits of Ardent Capital Partners III LP. The carried interest is subject to an 8% preferred return to limited partners and a full general partner catch-up, as set forth in Section 7.3 of the LPA. Carried interest is distributed through HoldCo in accordance with the distribution waterfall provisions of the HoldCo LLC Agreement.
ManCo Profit Share. Mr. Hsiao receives a share of the ManCo Profit Share, which represents distributions from Ardent Capital Management LLC to HoldCo based on the Firm's net operating income after payment of all operating expenses and reserves. Mr. Hsiao's allocable share is 14% of approximately $17,150,000 in annual ManCo Profit Share distributions, equaling approximately $2,400,000 per year. The ManCo Profit Share is calculated and distributed on a quarterly basis.
The compensation arrangements described above create certain conflicts of interest, as Mr. Hsiao has a financial incentive to maximize the carried interest received by the general partner of the Fund. These conflicts are mitigated by the terms of the LPA, including the preferred return provisions, the clawback obligations of the general partner, and the oversight of the LPAC. Additional information regarding these conflicts of interest is set forth in the Firm's Form ADV Part 2A brochure.
E. Supervision. Mr. Hsiao is supervised by Marcus Aldridge and Priya Narayanan in their capacities as Co-Founders and Managing Partners of Ardent Capital Management LLC. Mr. Aldridge and Ms. Narayanan are responsible for reviewing and approving Mr. Hsiao's investment recommendations, monitoring his compliance with the Firm's policies and procedures, and overseeing his interactions with portfolio companies and prospective investment targets.
Mr. Hsiao is subject to oversight by the compliance program of Ardent Capital Management LLC, including the Firm's Code of Ethics, personal trading policies, and other compliance policies and procedures maintained in accordance with Rule 206(4)-7 under the Advisers Act. The Firm's Chief Compliance Officer may be reached at 590 Madison Avenue, 28th Floor, New York, NY 10022, telephone (212) 555-4800.
V. Supervised Person 4: Elena Marchetti
A. Educational Background and Business Experience
Name: Elena Marchetti
Title: Principal
Year of Birth: 1985
Educational Background:
• Bachelor of Science in Economics, Georgetown University, Washington, D.C. (2007)
• Master of Business Administration, Columbia Business School, Columbia University, New York, New York (2013)
Business Experience (preceding ten years and beyond, as relevant):
Ms. Marchetti joined Ardent Capital in 2017 and currently serves as a Principal of Ardent Capital Management LLC. In that capacity, Ms. Marchetti is responsible for sourcing and evaluating potential investments, conducting due diligence, developing financial models, and supporting the management and monitoring of portfolio companies. Ms. Marchetti works closely with the Firm's Partners and Managing Partners on all phases of the investment lifecycle, from origination through exit.
In connection with the restructuring of the Ardent Capital platform completed on February 28, 2024, Ms. Marchetti became a Member of Ardent Capital Holdings LLC, in which she holds a 4% membership interest. Ms. Marchetti's membership interest is subject to a vesting schedule as set forth in the Amended and Restated Limited Liability Company Agreement of Ardent Capital Holdings LLC (the "HoldCo LLC Agreement"). Ms. Marchetti has been newly designated as a supervised person of Ardent Capital Management LLC in connection with this management company restructuring.
Prior to joining Ardent Capital in 2017, Ms. Marchetti was a Senior Associate at Haverford Capital Partners, a middle-market private equity firm in New York, where she focused on leveraged buyout transactions in the business services and healthcare services sectors. From 2013 to 2015, Ms. Marchetti was an Associate in the Leveraged Finance group at Brightwater Trust Bank, where she structured and underwrote senior secured credit facilities for sponsor-backed acquisition financings. From 2007 to 2011, prior to attending business school, Ms. Marchetti was an Analyst in the Investment Banking Division of Drayton Securities, where she executed M&A advisory and capital markets transactions for clients in the industrials sector. Ms. Marchetti has approximately 10 years of private equity experience and over 15 years of total experience in investment banking, private equity, and leveraged finance.
B. Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client's evaluation of a supervised person providing investment advice. Ms. Marchetti has no legal or disciplinary events to disclose. She has not been the subject of any criminal or civil proceedings, regulatory actions, administrative proceedings, or self-regulatory organization proceedings that are required to be reported under this item.
C. Other Business Activities
Ms. Marchetti is a Member of Ardent Capital Holdings LLC, in which she holds a 4% membership interest (subject to vesting). This activity is related to her role at Ardent Capital Management LLC and is an integral part of the Firm's advisory operations.
Ms. Marchetti does not engage in any outside business activities that create a material conflict of interest with her responsibilities at Ardent Capital Management LLC. She does not receive compensation from any other investment advisory firm, broker-dealer, or financial services company for the provision of investment advice or the sale of securities. Ms. Marchetti does not serve as a registered representative of any broker-dealer.
D. Additional Compensation
Ms. Marchetti receives the following forms of compensation in addition to her salary from Ardent Capital Management LLC:
Carried Interest. Ms. Marchetti receives carried interest distributions as a member of Ardent Capital Holdings LLC. Her allocable share represents 4% of the carry pool, which constitutes her proportionate share of the 20% carried interest on net profits of Ardent Capital Partners III LP. Ms. Marchetti's carried interest allocation is subject to vesting in accordance with the schedule set forth in the HoldCo LLC Agreement. The carried interest is subject to an 8% preferred return to limited partners and a full general partner catch-up, as set forth in Section 7.3 of the LPA. Carried interest is distributed through HoldCo in accordance with the distribution waterfall provisions of the HoldCo LLC Agreement.
ManCo Profit Share. Ms. Marchetti receives a share of the ManCo Profit Share, which represents distributions from Ardent Capital Management LLC to HoldCo based on the Firm's net operating income after payment of all operating expenses and reserves. Ms. Marchetti's allocable share is 4% of approximately $17,150,000 in annual ManCo Profit Share distributions, equaling approximately $690,000 per year. The ManCo Profit Share is calculated and distributed on a quarterly basis.
The compensation arrangements described above create certain conflicts of interest, as Ms. Marchetti has a financial incentive to maximize the carried interest received by the general partner of the Fund. These conflicts are mitigated by the terms of the LPA, including the preferred return provisions, the clawback obligations of the general partner, and the oversight of the LPAC. Additional information regarding these conflicts of interest is set forth in the Firm's Form ADV Part 2A brochure.
E. Supervision. Ms. Marchetti is supervised by Marcus Aldridge and Priya Narayanan in their capacities as Co-Founders and Managing Partners of Ardent Capital Management LLC. Mr. Aldridge and Ms. Narayanan are responsible for reviewing and approving Ms. Marchetti's investment recommendations, monitoring her compliance with the Firm's policies and procedures, and overseeing her day-to-day work product, including financial models, investment memoranda, and portfolio company analyses.
Ms. Marchetti is subject to oversight by the compliance program of Ardent Capital Management LLC, including the Firm's Code of Ethics, personal trading policies, and other compliance policies and procedures maintained in accordance with Rule 206(4)-7 under the Advisers Act. The Firm's Chief Compliance Officer may be reached at 590 Madison Avenue, 28th Floor, New York, NY 10022, telephone (212) 555-4800.
VI. Supervised Person 5: Samuel Okonkwo
A. Educational Background and Business Experience
Name: Samuel Okonkwo
Title: Principal
Year of Birth: 1987
Educational Background:
• Bachelor of Arts in Economics, University of Virginia, Charlottesville, Virginia (2009)
• Master of Business Administration, The Tuck School of Business at Dartmouth College, Hanover, New Hampshire (2015)
Business Experience (preceding ten years and beyond, as relevant):
Mr. Okonkwo joined Ardent Capital in 2018 and currently serves as a Principal of Ardent Capital Management LLC. In that capacity, Mr. Okonkwo is responsible for sourcing and evaluating potential investments, leading due diligence workstreams, developing investment theses and financial analyses, and supporting the management and monitoring of portfolio companies across the Firm's active portfolio. Mr. Okonkwo works closely with the Firm's Partners and Managing Partners on deal execution and portfolio value creation initiatives.
In connection with the restructuring of the Ardent Capital platform completed on February 28, 2024, Mr. Okonkwo became a Member of Ardent Capital Holdings LLC, in which he holds a 4% membership interest. Mr. Okonkwo's membership interest is subject to a vesting schedule as set forth in the HoldCo LLC Agreement. Mr. Okonkwo has been newly designated as a supervised person of Ardent Capital Management LLC in connection with this management company restructuring.
Prior to joining Ardent Capital in 2018, Mr. Okonkwo was an Associate at Summit Park Advisors, a lower middle-market private equity firm in Cleveland, Ohio, where he focused on control investments in the specialty distribution and industrial services sectors. From 2015 to 2016, Mr. Okonkwo was an Associate in the Financial Sponsors group at Calderon Commerce Bank, where he provided M&A advisory and financing services to private equity clients. From 2009 to 2013, prior to attending business school, Mr. Okonkwo was an Analyst and then a Senior Analyst at Penrose Trust Bank in the firm's Restructuring and Mergers & Acquisitions advisory groups. Mr. Okonkwo has approximately 9 years of private equity experience and over 13 years of total experience in investment banking, restructuring, and private equity.
B. Disciplinary Information
Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events that would be material to a client's evaluation of a supervised person providing investment advice. Mr. Okonkwo has no legal or disciplinary events to disclose. He has not been the subject of any criminal or civil proceedings, regulatory actions, administrative proceedings, or self-regulatory organization proceedings that are required to be reported under this item.
C. Other Business Activities
Mr. Okonkwo is a Member of Ardent Capital Holdings LLC, in which he holds a 4% membership interest (subject to vesting). This activity is related to his role at Ardent Capital Management LLC and is an integral part of the Firm's advisory operations.
Mr. Okonkwo does not engage in any outside business activities that create a material conflict of interest with his responsibilities at Ardent Capital Management LLC. He does not receive compensation from any other investment advisory firm, broker-dealer, or financial services company for the provision of investment advice or the sale of securities. Mr. Okonkwo does not serve as a registered representative of any broker-dealer.
D. Additional Compensation
Mr. Okonkwo receives the following forms of compensation in addition to his salary from Ardent Capital Management LLC:
Carried Interest. Mr. Okonkwo receives carried interest distributions as a member of Ardent Capital Holdings LLC. His allocable share represents 4% of the carry pool, which constitutes his proportionate share of the 20% carried interest on net profits of Ardent Capital Partners III LP. Mr. Okonkwo's carried interest allocation is subject to vesting in accordance with the schedule set forth in the HoldCo LLC Agreement. The carried interest is subject to an 8% preferred return to limited partners and a full general partner catch-up, as set forth in Section 7.3 of the LPA. Carried interest is distributed through HoldCo in accordance with the distribution waterfall provisions of the HoldCo LLC Agreement.
ManCo Profit Share. Mr. Okonkwo receives a share of the ManCo Profit Share, which represents distributions from Ardent Capital Management LLC to HoldCo based on the Firm's net operating income after payment of all operating expenses and reserves. Mr. Okonkwo's allocable share is 4% of approximately $17,150,000 in annual ManCo Profit Share distributions, equaling approximately $690,000 per year. The ManCo Profit Share is calculated and distributed on a quarterly basis.
The compensation arrangements described above create certain conflicts of interest, as Mr. Okonkwo has a financial incentive to maximize the carried interest received by the general partner of the Fund. These conflicts are mitigated by the terms of the LPA, including the preferred return provisions, the clawback obligations of the general partner, and the oversight of the LPAC. Additional information regarding these conflicts of interest is set forth in the Firm's Form ADV Part 2A brochure.
E. Supervision. Mr. Okonkwo is supervised by Marcus Aldridge and Priya Narayanan in their capacities as Co-Founders and Managing Partners of Ardent Capital Management LLC. Mr. Aldridge and Ms. Narayanan are responsible for reviewing and approving Mr. Okonkwo's investment recommendations, monitoring his compliance with the Firm's policies and procedures, and overseeing his day-to-day work product, including financial models, investment memoranda, and portfolio company analyses.
Mr. Okonkwo is subject to oversight by the compliance program of Ardent Capital Management LLC, including the Firm's Code of Ethics, personal trading policies, and other compliance policies and procedures maintained in accordance with Rule 206(4)-7 under the Advisers Act. The Firm's Chief Compliance Officer may be reached at 590 Madison Avenue, 28th Floor, New York, NY 10022, telephone (212) 555-4800.
VII. Schedule of Removed Supervised Persons
The following individuals previously served as supervised persons of Ardent Capital Management LLC and are being removed from this brochure supplement in connection with the restructuring of the Firm and their respective departures.
A. David Kellner — Senior Partner (Removed)
Mr. Kellner previously served as a Senior Partner of Ardent Capital Management LLC. He joined the Ardent Capital platform in 2010 and played a significant role in the origination and management of investments for the Firm's predecessor funds and for Ardent Capital Partners III LP.
Mr. Kellner is retiring from Ardent Capital Management LLC effective March 31, 2024. In connection with his retirement, Mr. Kellner is transitioning to a Senior Advisor role under a separate Senior Advisor Agreement, pursuant to which he will provide non-binding advisory services to the Firm on an as-requested basis. The Senior Advisor role is non-supervisory in nature. Mr. Kellner will not serve as a supervised person or control person of Ardent Capital Management LLC in his advisory capacity, and he will not have authority to make investment decisions, execute transactions, or bind the Firm or the Fund in any respect.
Mr. Kellner formerly held a 15% membership interest in Ardent Capital GP III LLC, the sole general partner of Ardent Capital Partners III LP. Mr. Kellner withdrew as a member of Ardent Capital GP III LLC effective upon the execution of the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, dated February 28, 2024.
Mr. Kellner retains vested carried interest in Ardent Capital Partners III LP pursuant to a separate Carry Retention and Clawback Side Letter entered into in connection with his retirement. Such retained carried interest is passive in nature and does not involve investment advisory functions. Mr. Kellner remains subject to the clawback obligations of the general partner with respect to his retained carried interest, as set forth in the Carry Retention and Clawback Side Letter and Section 7.5 of the LPA.
Mr. Kellner was not a designated "Key Person" under Section 5.2 of the LPA, and his retirement does not constitute a Key Person Event.
B. Joanna Trask — Partner (Removed)
Ms. Trask previously served as a Partner of Ardent Capital Management LLC. She joined the Ardent Capital platform in 2013 and contributed to the origination, execution, and portfolio management activities of Ardent Capital Partners III LP.
Ms. Trask is departing from Ardent Capital Management LLC effective April 15, 2024. Following her departure, Ms. Trask will not serve as a supervised person or control person of Ardent Capital Management LLC and will have no role in the Firm's investment advisory activities.
Ms. Trask formerly held a 12% membership interest in Ardent Capital GP III LLC, the sole general partner of Ardent Capital Partners III LP. Ms. Trask withdrew as a member of Ardent Capital GP III LLC effective upon the execution of the Second Amended and Restated Limited Liability Company Agreement of Ardent Capital GP III LLC, dated February 28, 2024.
Ms. Trask retains a portion of her vested carried interest in Ardent Capital Partners III LP pursuant to a separate Carry Retention and Clawback Side Letter entered into in connection with her departure. Such retained carried interest is passive in nature and does not involve investment advisory functions. Ms. Trask remains subject to the clawback obligations of the general partner with respect to her retained carried interest, as set forth in the Carry Retention and Clawback Side Letter and Section 7.5 of the LPA.
Ms. Trask was not a designated "Key Person" under Section 5.2 of the LPA, and her departure does not constitute a Key Person Event.
VIII. Organizational Structure Summary
The following summary sets forth the current organizational structure of the Ardent Capital platform as of March 10, 2024, for reference in connection with this filing:
Ardent Capital Holdings LLC
• Delaware limited liability company
• EIN: 93-1847225
• Delaware File No.: 7948231
• Formed: March 1, 2024
• Registered Agent: Prestige Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904
• Members: Marcus Aldridge (42%), Priya Narayanan (36%), Robert Hsiao (14%), Elena Marchetti (4%), Samuel Okonkwo (4%)
• Managing Members: Marcus Aldridge, Priya Narayanan
Sole member of:
Ardent Capital Management LLC (the "Adviser" / "ManCo")
• Delaware limited liability company
• EIN: 84-3291070
• CRD Number: 298417
• SEC-registered investment adviser
• Principal Office: 590 Madison Avenue, 28th Floor, New York, NY 10022
Sole member of:
Ardent GP Intermediate LLC
• Delaware limited liability company
• EIN: 93-1847231
• Delaware File No.: 7948237
• Formed: March 1, 2024
• Registered Agent: Prestige Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904
Sole member of:
Ardent Capital GP III LLC (the "General Partner")
• Delaware limited liability company
• EIN: 84-3291063
Sole general partner of:
Ardent Capital Partners III LP (the "Fund")
• Delaware limited partnership
• EIN: 84-3291057
• Total commitments: approximately $2.8 billion from 47 limited partners
• Active portfolio companies: 11
• Investment period commenced: June 30, 2019
• Investment period expiration: June 30, 2025
• Fund term expiration: December 31, 2029 (with two one-year extensions available at the discretion of the General Partner)