MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Nicholas Stern, Partner; Owen Fischer, Lead Associate — Calderwood & Harkness LLP
FROM: Stephen Adler, Associate — Calderwood & Harkness LLP
DATE: March 8, 2024
RE: SEC Form ADV Amendment — Summary of Required Changes for Ardent Capital Management LLC (CRD #298417)
MATTER: Ardent Capital Partners III LP — Management Company Restructuring & Economics Realignment
CLIENT: Ardent Capital Management LLC
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I. Purpose and Background
This memorandum summarizes the changes required to the Form ADV (Parts 1A, 2A, and 2B) for Ardent Capital Management LLC (the "ManCo"), a registered investment adviser with the U.S. Securities and Exchange Commission ("SEC") under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), bearing CRD No. 298417. The amendments described herein are necessitated by the management company restructuring (the "Restructuring") that was completed on February 28, 2024, as well as related changes in the ManCo's ownership and control person composition. The Form ADV amendment was filed with the SEC via the Investment Adviser Registration Depository ("IARD") system on March 10, 2024, as an other-than-annual amendment.
The Restructuring involved several interrelated transactions, the principal elements of which are as follows:
(a) The formation of Ardent Capital Holdings LLC ("HoldCo"), a new Delaware limited liability company (EIN 93-1847225; Delaware Secretary of State File No. 7948231), as the sole member of both (i) the ManCo and (ii) Ardent GP Intermediate LLC ("GP Intermediate") (EIN 93-1847231; Delaware Secretary of State File No. 7948237), a newly formed Delaware limited liability company;
(b) The interposition of GP Intermediate as the sole member of Ardent Capital GP III LLC (the "GP") (EIN 84-3291063), the general partner of Ardent Capital Partners III LP (the "Fund") (EIN 84-3291057), such that the GP's ownership now flows through GP Intermediate to HoldCo;
(c) The realignment of economics among the principals of the Ardent Capital platform, including the reallocation of management fee income, carried interest participation, and governance rights within HoldCo; and
(d) The departures of two senior principals: David Kellner (retirement, effective March 31, 2024) and Joanna Trask (voluntary departure, effective April 15, 2024), each of whom held direct membership interests in the ManCo and the GP prior to the Restructuring.
Prior to the Restructuring, the ManCo was directly owned by five individual principals: Marcus Aldridge, Priya Narayanan, David Kellner, Joanna Trask, and Robert Hsiao. Following the Restructuring, these direct ownership interests have been consolidated into HoldCo, which now serves as the sole member of the ManCo. Simultaneously, two next-generation principals — Elena Marchetti and Samuel Okonkwo — have been admitted as members of HoldCo, reflecting their expanded roles within the Ardent Capital platform.
The ManCo's EIN remains 84-3291070. There has been no change to the ManCo's legal name, its principal office address (590 Madison Avenue, 28th Floor, New York, NY 10022), or its registration status with the SEC. The ManCo continues to serve as the sole investment adviser and manager of the Fund.
This memorandum is organized to track the relevant sections of the Form ADV and to describe, on a section-by-section basis, the specific changes made in the amendment filing. Where no change has been made to a particular section, this memorandum so confirms in order to provide a complete record for the file.
II. Summary of Changes by Form ADV Section
A. Part 1A — Item 1: Identifying Information
No change has been made to the following identifying information for the ManCo:
• Legal Name: Ardent Capital Management LLC
• Principal Office Address: 590 Madison Avenue, 28th Floor, New York, NY 10022
• CRD Number: 298417
• State of Organization: Delaware
The ManCo continues to be organized as a Delaware limited liability company. Its operating agreement was amended and restated effective February 28, 2024, in connection with the Restructuring, but the legal entity itself was not reconstituted, converted, or otherwise altered.
The sole material change within Item 1 relates to the ManCo's ownership composition. Whereas the ManCo was previously directly owned by five individual principals holding varying percentage membership interests, the ManCo's sole member is now Ardent Capital Holdings LLC. This change in ownership is addressed in greater detail in Items 7 and 10 (Sections II.D and II.E below).
B. Part 1A — Item 2: SEC Registration / Reporting
No change has been made to Item 2. The ManCo remains registered as an investment adviser with the SEC. The ManCo's basis for registration continues to be its status as an adviser managing regulatory assets under management in excess of $100 million, and it continues to qualify as a "large adviser" for purposes of SEC registration thresholds. The ManCo's regulatory assets under management, as reported in its most recent annual updating amendment filed on March 30, 2023, were approximately $2.33 billion. No change in the ManCo's registration category or reporting obligations has resulted from the Restructuring.
C. Part 1A — Item 4: Successions
Not applicable. The ManCo has not succeeded to the business of another investment adviser in connection with the Restructuring. Although the organizational structure above the ManCo has changed — with HoldCo now interposed as the ManCo's sole member — the ManCo itself continues in existence as the same legal entity, with the same CRD number, the same SEC registration, and the same advisory client (the Fund). The internal restructuring does not constitute a "succession" for purposes of Item 4 of Form ADV Part 1A, as the ManCo has not acquired the advisory business of, or been acquired by, a different adviser. No succession filing has been made, and none is required.
D. Part 1A — Item 7: Financial Industry Affiliations and Private Fund Reporting
Item 7 has been updated to reflect the new parent holding company structure established through the Restructuring. Specifically, the following affiliated entities are now disclosed:
(i) Ardent Capital Holdings LLC — HoldCo is a newly formed Delaware limited liability company (EIN 93-1847225; Delaware Secretary of State File No. 7948231, formed March 1, 2024). HoldCo is the sole member of the ManCo and exercises governance and control over the ManCo through its amended and restated operating agreement. HoldCo is also the sole member of GP Intermediate (described below). HoldCo does not itself engage in investment advisory activities and is not registered, nor required to be registered, as an investment adviser.
(ii) Ardent GP Intermediate LLC — GP Intermediate is a newly formed Delaware limited liability company (EIN 93-1847231; Delaware Secretary of State File No. 7948237, formed March 1, 2024). GP Intermediate is wholly owned by HoldCo and serves as the sole member of the GP. GP Intermediate was formed as an intermediate holding vehicle to provide structural separation between the ManCo and the GP for liability management and governance purposes. GP Intermediate does not itself engage in investment advisory activities and is not registered, nor required to be registered, as an investment adviser.
(iii) Ardent Capital GP III LLC — The GP continues to serve as the sole general partner of the Fund. The GP's identity, name, and role are unchanged. However, the GP's ownership structure has changed: the GP is now wholly owned by GP Intermediate, which in turn is wholly owned by HoldCo. Previously, the GP was directly owned by the same five individual principals who held interests in the ManCo. The GP is not registered, nor required to be registered, as an investment adviser.
Ardent Capital Partners III LP continues to be reported as a private fund client of the ManCo. The Fund's information is set forth in Schedule D, Section 7.B (discussed in Section II.G below). No new affiliated advisers have been added, and no relying adviser structure has been established. The ManCo does not operate under an umbrella registration.
E. Part 1A — Item 10: Control Persons
Item 10 has been substantially revised to reflect changes in the control person composition of the ManCo resulting from the Restructuring. The changes are summarized below.
Previous Control Persons (Pre-Restructuring):
Prior to the Restructuring, the following individuals were listed as control persons of the ManCo on Form ADV, each holding a direct membership interest:
Each of these individuals was listed as a control person on the basis of his or her direct membership interest in the ManCo and, in the case of Aldridge and Narayanan, their roles as managing members of the ManCo.
Updated Control Persons (Post-Restructuring):
Following the Restructuring, the control person disclosure in Item 10 has been updated as follows:
(i) Ardent Capital Holdings LLC — HoldCo is now listed as a control person of the ManCo by virtue of its status as the sole member (100% ownership) of the ManCo. HoldCo is a new Delaware limited liability company (EIN 93-1847225; Delaware Secretary of State File No. 7948231).
(ii) Marcus Aldridge — Co-Founder & Managing Partner. Mr. Aldridge holds a 42% membership interest in HoldCo and serves as a Managing Member of HoldCo. Mr. Aldridge remains a control person of the ManCo through his indirect ownership (via HoldCo) and his governance authority as a Managing Member of HoldCo. His indirect economic interest in the ManCo has increased from 35% to 42% as a result of the economics realignment.
(iii) Priya Narayanan — Co-Founder & Managing Partner. Ms. Narayanan holds a 36% membership interest in HoldCo and serves as a Managing Member of HoldCo. Ms. Narayanan remains a control person of the ManCo through her indirect ownership (via HoldCo) and her governance authority as a Managing Member of HoldCo. Her indirect economic interest in the ManCo has increased from 30% to 36% as a result of the economics realignment.
(iv) Robert Hsiao — Partner. Mr. Hsiao holds a 14% membership interest in HoldCo. Although a 14% interest falls below the 25% bright-line ownership threshold that is often used as a guideline for control person determinations, Mr. Hsiao is being included as a control person based on the totality of the circumstances. Specifically, Mr. Hsiao is one of only three remaining senior principals of the Ardent Capital platform; he serves on the Investment Committee (together with Aldridge and Narayanan); he is a member of the Operating Committee; and he exercises significant influence over the ManCo's investment advisory operations. In light of the SEC staff's guidance that control person determinations should consider all relevant facts and circumstances, including role, influence, and governance authority, we believe it is appropriate and conservative to list Mr. Hsiao as a control person.
Removed Control Persons:
The following individuals have been removed from the control person schedule:
(i) David Kellner — Mr. Kellner is retiring from his position as Senior Partner effective March 31, 2024. Upon his retirement, Mr. Kellner will have no membership interest in, and will not serve as an officer, director, or manager of, the ManCo, HoldCo, GP Intermediate, or the GP. Mr. Kellner will transition to a Senior Advisor role pursuant to a consulting agreement with the ManCo, under which he will be available for portfolio company support and client relationship matters for a term of two years at a fixed annual consulting fee of $350,000. This consulting arrangement is a non-control advisory role; Mr. Kellner will not have voting rights, investment decision-making authority, or any governance role within the Ardent Capital platform. Accordingly, he is no longer a control person and has been removed from Item 10.
(ii) Joanna Trask — Ms. Trask is departing from her position as Partner effective April 15, 2024. Upon her departure, Ms. Trask will have no membership interest in, and will not serve in any capacity with, the ManCo, HoldCo, GP Intermediate, or the GP. Ms. Trask's departure is voluntary and is unrelated to any disciplinary matter or regulatory investigation. She will have no continuing role with the Ardent Capital platform. Accordingly, she is no longer a control person and has been removed from Item 10.
Note on Next-Generation Principals:
Elena Marchetti (4% member of HoldCo) and Samuel Okonkwo (4% member of HoldCo) are each admitted members of HoldCo as part of the Restructuring. However, each holds less than a 25% interest in HoldCo, and neither serves as a Managing Member or officer of HoldCo or the ManCo. While both Ms. Marchetti and Mr. Okonkwo participate in the ManCo's investment and portfolio management activities and serve on deal teams, they do not individually exercise controlling influence over the ManCo within the meaning of the Advisers Act and relevant SEC staff guidance. Neither is a member of the Investment Committee, and neither has unilateral authority over any material business decision of the ManCo. Accordingly, Ms. Marchetti and Mr. Okonkwo are not listed as control persons in Item 10 but are added as supervised persons in the Part 2B brochure supplements (discussed in Section IV below).
F. Part 1A — Item 11: Disclosure Information
No changes have been made to Item 11. There are no new disciplinary disclosures for any current or former control person, supervised person, or advisory affiliate of the ManCo. We have confirmed clean disclosure histories for each of the following individuals:
• Marcus Aldridge
• Priya Narayanan
• Robert Hsiao
• Elena Marchetti
• Samuel Okonkwo
Neither Mr. Kellner nor Ms. Trask had any disciplinary disclosures during their tenure with the ManCo, and no post-departure disclosure items have arisen. No criminal, regulatory, civil, or self-regulatory organization proceedings are pending or have been resolved with respect to any current or former associated person of the ManCo.
G. Part 1A — Schedule D: Private Fund Reporting
Schedule D, Section 7.B has been updated to reflect the changes in the ownership chain above the GP. The updated private fund reporting information for Ardent Capital Partners III LP is as follows:
The identity and role of the GP remain unchanged; Ardent Capital GP III LLC continues to serve as the sole general partner of the Fund. The sole material change in Schedule D is the disclosure of the updated ownership chain above the GP, reflecting the interposition of GP Intermediate and HoldCo. No changes have been made to the Fund's strategy description, auditor, legal domicile, or other identifying information. No new private funds are being reported. The ManCo does not advise or sub-advise any additional funds beyond Ardent Capital Partners III LP.
III. Changes to Part 2A — Firm Brochure
The Part 2A brochure (the "Firm Brochure") for the ManCo has been updated in the following sections to reflect the Restructuring and related changes. The Firm Brochure is required to be delivered to the Fund (and made available to its limited partners) in connection with material changes to the ManCo's organization and control persons.
A. Item 4: Advisory Business
The organizational description in Item 4 has been updated to reflect the HoldCo structure. The key disclosures now include the following:
• Ardent Capital Management LLC is a Delaware limited liability company and is a wholly-owned subsidiary of Ardent Capital Holdings LLC, a Delaware limited liability company formed on March 1, 2024. Prior to February 28, 2024, the ManCo was directly owned by its individual principals.
• The ManCo continues to serve as the investment adviser and manager of Ardent Capital Partners III LP, a Delaware limited partnership. The Fund pursues a strategy of making control investments in middle-market industrial and business-services companies in North America, targeting companies with enterprise values between $200 million and $750 million.
• The Fund has total commitments of $2.8 billion from 47 limited partners, of which approximately $1.96 billion (approximately 70%) has been called as of the date of this filing. The Fund currently holds 11 active portfolio companies at various stages of value creation.
• No change has been made to the ManCo's investment strategy, advisory services, or investment mandate. The ManCo does not provide investment advisory services to any clients other than the Fund.
• The ManCo employs 62 professionals across investment, operations, finance, investor relations, legal, and compliance functions. The ManCo's principal office is located at 590 Madison Avenue, 28th Floor, New York, NY 10022.
B. Item 5: Fees and Compensation
No substantive changes have been made to Item 5. The ManCo's fee structure for the Fund remains as follows:
• Management Fee: 1.75% per annum on committed capital during the investment period; 1.50% per annum on invested capital (net of write-offs and realizations) after the expiration of the investment period. The investment period is scheduled to expire on June 30, 2025, unless earlier terminated or extended in accordance with the terms of the Fund's limited partnership agreement (the "LPA").
• Annual Management Fee Revenue: Based on current committed capital of $2.8 billion and the applicable management fee rate during the investment period, the ManCo's annual management fee revenue is approximately $49 million.
• Carried Interest: The GP (and not the ManCo directly) is entitled to receive carried interest equal to 20% of the net profits of the Fund, subject to an 8% preferred return (compounded annually) to the limited partners and a full catch-up provision. The carried interest is distributed at the GP level and allocated among the principals of the Ardent Capital platform in accordance with the HoldCo operating agreement and related carry allocation arrangements.
• Other Fees: The ManCo does not charge any advisory fees other than the management fee described above. Organizational expenses, transaction fees, monitoring fees, and broken-deal expenses are addressed separately in the LPA and are not advisory fees of the ManCo.
The Restructuring does not alter the aggregate fees charged to the Fund or its limited partners. The reallocation of economics among the principals is an internal matter within the HoldCo structure and does not give rise to any change in the fee disclosures required by Item 5.
C. Item 6: Performance-Based Fees
No substantive changes have been made to Item 6. The carried interest arrangement continues as described in Item 5 above: 20% of net profits, subject to an 8% preferred return (compounded annually) and a full catch-up provision. The carried interest is a performance-based fee within the meaning of the Advisers Act.
The only update to Item 6 relates to the internal allocation of carried interest among the principals. Following the Restructuring, the carried interest allocation percentages have been realigned to reflect the revised ownership structure within HoldCo and the departures of Mr. Kellner and Ms. Trask. This internal reallocation is disclosed in Item 6 to the extent it reflects that the aggregate carried interest charged to the Fund remains unchanged — no additional performance-based fee has been imposed on the Fund as a result of the Restructuring.
D. Item 10: Other Financial Industry Activities and Affiliations
Item 10 has been substantially revised to reflect the updated organizational structure. The prior disclosure described a flat ownership structure in which five individual principals directly held membership interests in both the ManCo and the GP. The updated disclosure describes the multi-tiered holding company structure established through the Restructuring.
The revised organizational chart disclosed in Item 10 is as follows:
Top Tier — HoldCo Members:
• Marcus Aldridge — 42%
• Priya Narayanan — 36%
• Robert Hsiao — 14%
• Elena Marchetti — 4%
• Samuel Okonkwo — 4%
Second Tier — Holding Company:
• Ardent Capital Holdings LLC (HoldCo) — Delaware LLC
Third Tier — Two Subsidiary Branches:
• Branch 1: Ardent Capital Management LLC (ManCo / SEC-Registered Investment Adviser) — 100% owned by HoldCo
• Branch 2: Ardent GP Intermediate LLC — 100% owned by HoldCo
Fourth Tier:
• Ardent Capital GP III LLC (GP) — 100% owned by GP Intermediate
Fifth Tier:
• Ardent Capital Partners III LP (the Fund) — GP serves as sole general partner
The updated disclosure in Item 10 describes the roles and functions of each entity in the organizational structure, clarifies that neither HoldCo nor GP Intermediate is engaged in investment advisory activities, and confirms that the ManCo is the sole registered investment adviser within the Ardent Capital platform.
E. Item 11: Code of Ethics, Participation or Interest in Client Transactions
No substantive changes have been made to the ManCo's code of ethics or the disclosures required by Item 11. The ManCo's existing Code of Ethics, Personal Trading Policy, and Insider Trading Policy remain in effect without amendment. A cross-reference to the ManCo's Code of Ethics, which is available to any advisory client or prospective advisory client upon request, is maintained in Item 11.
The only update to Item 11 relates to the disclosure of the ManCo's Co-Investment Allocation Policy. The ManCo adopted a revised Co-Investment Allocation Policy effective February 28, 2024, in connection with the Restructuring. The revised policy reflects the existence of nine (9) side letters with limited partners that contain co-investment priority rights or co-investment allocation preferences. The revised policy does not alter the ManCo's obligations to the Fund or its limited partners with respect to the allocation of investment opportunities, but it formalizes the procedures by which co-investment opportunities are identified, sized, and allocated among eligible co-investors in a manner consistent with the ManCo's fiduciary duties and the terms of the applicable side letters.
F. Item 18: Financial Information
No changes have been made to Item 18. The ManCo's financial condition remains sound. The ManCo is not required to provide a balance sheet because: (i) the ManCo does not have custody of client funds or securities (the Fund's custodian is a third-party qualified custodian); (ii) the ManCo does not require or solicit prepayment of advisory fees six months or more in advance; and (iii) no financial condition exists that is reasonably likely to impair the ManCo's ability to meet its contractual commitments to clients. The Restructuring has not adversely affected the ManCo's financial condition or its ability to discharge its obligations.
IV. Changes to Part 2B — Brochure Supplements (Supervised Persons)
Part 2B of Form ADV requires the preparation and delivery of brochure supplements for each supervised person who provides investment advice to advisory clients and has direct client contact. The following changes to the Part 2B brochure supplements are required in connection with the Restructuring and related personnel changes.
A. Brochure Supplements to Be Removed
The following brochure supplements are to be removed from the ManCo's Form ADV Part 2B filing:
1. David Kellner — Senior Partner.
Mr. Kellner's brochure supplement is to be removed in its entirety. Mr. Kellner is retiring from his position as Senior Partner effective March 31, 2024. Following his retirement, Mr. Kellner will transition to a Senior Advisor role pursuant to a consulting agreement with the ManCo (the "Kellner Consulting Agreement"). Under the terms of the Kellner Consulting Agreement, Mr. Kellner will be available to provide advice and support to portfolio company management teams and to assist with limited partner relationships on an as-requested basis, for a term of two (2) years commencing April 1, 2024, at a fixed annual consulting fee of $350,000.
Critically, in his capacity as Senior Advisor, Mr. Kellner will not provide investment advice to any advisory client of the ManCo, will not participate in Investment Committee deliberations or vote on investment decisions, and will not have authority to bind the ManCo, HoldCo, GP Intermediate, or the GP. The Senior Advisor role is a consulting arrangement, not a supervised advisory role, and Mr. Kellner is not a "supervised person" within the meaning of Section 202(a)(25) of the Advisers Act following his retirement. Accordingly, no brochure supplement is required for Mr. Kellner in his post-retirement capacity.
2. Joanna Trask — Partner.
Ms. Trask's brochure supplement is to be removed in its entirety. Ms. Trask is departing from the ManCo effective April 15, 2024, and will have no continuing role — whether as an employee, consultant, advisor, or otherwise — with the ManCo, HoldCo, GP Intermediate, the GP, or the Fund. Ms. Trask's departure is voluntary and is unrelated to any performance issue, disciplinary matter, or regulatory proceeding. Upon her departure, Ms. Trask will execute a separation agreement and general release, and will be subject to customary non-solicitation and non-competition covenants for a period of eighteen (18) months.
B. Brochure Supplements to Be Updated
The following brochure supplements are to be updated to reflect changes in titles, roles, and ownership resulting from the Restructuring:
1. Marcus Aldridge — Co-Founder & Managing Partner.
Mr. Aldridge's brochure supplement is to be updated to reflect his additional title and role as Managing Member of Ardent Capital Holdings LLC. The following information is to be confirmed and updated as applicable:
• Name: Marcus Aldridge
• Title: Co-Founder & Managing Partner, Ardent Capital Management LLC; Managing Member, Ardent Capital Holdings LLC
• Age: 56
• Educational Background: B.A., Economics (magna cum laude), Yale University, 1989; M.B.A., The Wharton School, University of Pennsylvania, 1994
• Business Experience: Co-founded the Ardent Capital platform in 2007. Prior to founding Ardent Capital, Mr. Aldridge was a Managing Director at Kestrel Capital Partners (2001–2007) and a Vice President at Ashgrove Commerce Bank in the Principal Investment Area (1994–2001). Mr. Aldridge has over 30 years of experience in private equity investing.
• Ownership: 42% membership interest in HoldCo (indirect ownership of ManCo)
• Disciplinary Information: None
• Other Business Activities: None material. Mr. Aldridge serves on the boards of directors of three portfolio companies of the Fund.
2. Priya Narayanan — Co-Founder & Managing Partner.
Ms. Narayanan's brochure supplement is to be updated to reflect her additional title and role as Managing Member of Ardent Capital Holdings LLC. The following information is to be confirmed and updated as applicable:
• Name: Priya Narayanan
• Title: Co-Founder & Managing Partner, Ardent Capital Management LLC; Managing Member, Ardent Capital Holdings LLC
• Age: 53
• Educational Background: B.A., Political Science (summa cum laude), Princeton University, 1992; J.D., Columbia Law School, 1995
• Business Experience: Co-founded the Ardent Capital platform in 2007. Prior to founding Ardent Capital, Ms. Narayanan was a Partner at Harlow & Case LLP, a private equity and M&A practice in New York (2000–2007), and an Associate at Castellane & Bramwell LLP (1995–2000). Ms. Narayanan transitioned from legal practice to principal investing upon co-founding the Ardent Capital platform and has over 17 years of experience in private equity investing and portfolio management.
• Ownership: 36% membership interest in HoldCo (indirect ownership of ManCo)
• Disciplinary Information: None
• Other Business Activities: None material. Ms. Narayanan serves on the boards of directors of four portfolio companies of the Fund and is a member of the Board of Trustees of the Hollowell Workers' Pension Fund.
3. Robert Hsiao — Partner.
Mr. Hsiao's brochure supplement is to be updated to reflect his increased ownership percentage and his role within the restructured platform. The following information is to be confirmed and updated as applicable:
• Name: Robert Hsiao
• Title: Partner, Ardent Capital Management LLC
• Age: 44
• Educational Background: M.Eng., Mechanical Engineering, Massachusetts Institute of Technology, 2003; M.B.A. (Tarvick Scholar), Harvard Business School, 2008
• Business Experience: Joined Ardent Capital in 2015. Prior to joining Ardent Capital, Mr. Hsiao was a Vice President at Tidewater Equity Partners (2010–2015) and an Analyst and Associate at Drayton Consulting Group (2003–2008, with a leave of absence for business school). Mr. Hsiao has approximately 14 years of experience in private equity and strategy consulting.
• Ownership: 14% membership interest in HoldCo (indirect ownership of ManCo), increased from 8% direct interest in ManCo pre-Restructuring
• Disciplinary Information: None
• Other Business Activities: None material. Mr. Hsiao serves on the boards of directors of four portfolio companies of the Fund and serves as a member of the ManCo's Investment Committee.
C. Brochure Supplements to Be Added
The following new brochure supplements are to be prepared and filed in connection with the Restructuring, reflecting the elevation of two next-generation principals to supervised person status:
1. Elena Marchetti — Principal.
Ms. Marchetti is a new supervised person for Part 2B purposes. A brochure supplement has been prepared and is attached as part of Appendix B. The key disclosure items are as follows:
• Name: Elena Marchetti
• Title: Principal, Ardent Capital Management LLC
• Age: 38
• Date Joined Ardent Capital: 2017
• HoldCo Ownership: 4% membership interest in Ardent Capital Holdings LLC
• Educational Background: B.S., Finance and Accounting (summa cum laude), New York University Stern School of Business, 2008; M.B.A., Stanford Graduate School of Business, 2014
• Business Experience: Prior to joining Ardent Capital, Ms. Marchetti was an Associate at Tidewater Private Capital (2014–2017) and an Analyst at Drayton Securities in the Leveraged Finance Group (2008–2012, with a leave of absence for business school). At Ardent Capital, Ms. Marchetti has led or co-led six investments in the industrial and business-services sectors and currently serves on the boards of directors of three portfolio companies.
• Disciplinary Information: None. Ms. Marchetti has a clean disciplinary history and has not been the subject of any criminal, regulatory, civil, or self-regulatory organization proceeding.
• Other Business Activities: None material. Ms. Marchetti does not engage in any other business activity that provides a substantial source of income or involves a substantial amount of her time.
2. Samuel Okonkwo — Principal.
Mr. Okonkwo is a new supervised person for Part 2B purposes. A brochure supplement has been prepared and is attached as part of Appendix B. The key disclosure items are as follows:
• Name: Samuel Okonkwo
• Title: Principal, Ardent Capital Management LLC
• Age: 36
• Date Joined Ardent Capital: 2018
• HoldCo Ownership: 4% membership interest in Ardent Capital Holdings LLC
• Educational Background: B.A., Economics (Phi Beta Kappa), Howard University, 2010; M.B.A., The Wharton School, University of Pennsylvania, 2016
• Business Experience: Prior to joining Ardent Capital, Mr. Okonkwo was a Senior Associate at Cascade Partners (2016–2018) and an Analyst and Associate at Brightwater National Bank in the Mergers and Acquisitions Group (2010–2014, with a leave of absence for business school). At Ardent Capital, Mr. Okonkwo has been involved in the sourcing, execution, and management of investments in the business-services sector and currently serves on the boards of directors of two portfolio companies.
• Disciplinary Information: None. Mr. Okonkwo has a clean disciplinary history and has not been the subject of any criminal, regulatory, civil, or self-regulatory organization proceeding.
• Other Business Activities: None material. Mr. Okonkwo does not engage in any other business activity that provides a substantial source of income or involves a substantial amount of his time.
Draft brochure supplements for Ms. Marchetti and Mr. Okonkwo have been prepared and are cross-referenced in Appendix B to this memorandum (see file: draft-form-adv-part-2a-brochure-supplement.docx).
V. Updated Organizational Chart
Set forth below is a summary description of the pre-Restructuring and post-Restructuring organizational structures of the Ardent Capital platform, for reference. A formal organizational chart is included in Appendix A.
Pre-Restructuring Structure. Prior to the Restructuring (i.e., prior to February 28, 2024), the Ardent Capital platform was organized as follows:
• Five individual principals held direct membership interests in both the ManCo (the SEC-registered investment adviser) and the GP (the general partner of the Fund):
• Ardent Capital GP III LLC served as the sole general partner of Ardent Capital Partners III LP (the Fund).
• There was no intermediate holding company or parent entity above the ManCo or the GP; the individual principals held their interests directly.
Post-Restructuring Structure. Following the Restructuring (effective February 28, 2024), the Ardent Capital platform is organized as follows:
• Five individuals hold membership interests in Ardent Capital Holdings LLC (HoldCo):
• HoldCo is the sole member of:
• Ardent Capital Management LLC (the ManCo / SEC-registered investment adviser) — 100% owned by HoldCo
• Ardent GP Intermediate LLC — 100% owned by HoldCo
• Ardent GP Intermediate LLC is the sole member of Ardent Capital GP III LLC (the GP).
• Ardent Capital GP III LLC continues to serve as the sole general partner of Ardent Capital Partners III LP (the Fund).
• David Kellner and Joanna Trask no longer hold any ownership interests in any entity within the Ardent Capital platform. Mr. Kellner's transition to a Senior Advisor consulting role does not confer any ownership, governance, or control rights.
The interposition of HoldCo and GP Intermediate provides several structural benefits, including: (i) centralized governance and economics allocation at the HoldCo level; (ii) structural separation between the advisory function (ManCo) and the general partner function (GP) for liability management purposes; (iii) a single platform-level entity (HoldCo) to facilitate future fundraising, personnel changes, and succession planning; and (iv) simplified transfer mechanics for admitting new principals or accommodating departures.
VI. Filing and Procedural Notes
The following procedural steps have been completed or are in process in connection with the Form ADV amendment:
1. IARD Filing. The Form ADV amendment was filed via the IARD system on March 10, 2024. The filing is classified as an other-than-annual amendment, prompted by the change in control persons and organizational structure resulting from the Restructuring. The filing was made within the timeframe required by SEC rules, which generally require prompt amendment of Form ADV when information previously reported becomes materially inaccurate.
2. LPAC Consent. Consent of the Limited Partner Advisory Committee ("LPAC") of the Fund to the Restructuring was obtained on February 14, 2024, pursuant to Section 9.4 of the Fund's Amended and Restated Agreement of Limited Partnership, dated as of June 15, 2019 (the "LPA"). Section 9.4 of the LPA requires LPAC consent for any change in the control or ownership of the general partner or the investment adviser of the Fund. The LPAC consent was obtained by written action in lieu of meeting, with all five LPAC members voting in favor.
3. Execution of Restructuring Documents. All documents effecting the Restructuring were executed on February 28, 2024, including: (i) the Certificate of Formation of HoldCo; (ii) the Operating Agreement of HoldCo; (iii) the Certificate of Formation of GP Intermediate; (iv) the Operating Agreement of GP Intermediate; (v) the Amended and Restated Operating Agreement of the ManCo; (vi) the Amended and Restated Operating Agreement of the GP; (vii) the Assignment and Assumption Agreements transferring the individual principals' membership interests in the ManCo and the GP to HoldCo and GP Intermediate, respectively; (viii) the Kellner Retirement and Consulting Agreement; and (ix) the Trask Separation Agreement.
4. LP Notification. Notification letters were sent to all 47 limited partners of the Fund on March 5, 2024, providing notice of the Restructuring, the changes in control persons, and the updated organizational structure. The notification letters were sent by email and overnight courier and included a copy of the updated Part 2A Firm Brochure. The notification satisfies the ManCo's obligations under both SEC rules (relating to the delivery of updated brochure materials) and the LPA (which requires prompt notice to limited partners of material changes to the general partner or investment adviser).
5. Entity Formation. HoldCo and GP Intermediate were formed with the Delaware Secretary of State on March 1, 2024. The Delaware filing numbers are as follows:
• Ardent Capital Holdings LLC: DE File No. 7948231
• Ardent GP Intermediate LLC: DE File No. 7948237
6. Coordination with Fund Formation Counsel. Pemberton Hale LLP (Victoria Langford, partner) serves as fund formation counsel to the Ardent Capital platform and handles ongoing routine Form ADV annual updating amendments and other regulatory filings. Calderwood & Harkness LLP handled this specific Form ADV amendment in connection with the Restructuring and the management company economics realignment, as these matters fall within the scope of Calderwood & Harkness's engagement on the broader restructuring transaction. Going forward, Pemberton Hale will resume responsibility for routine Form ADV filings, including the next annual updating amendment due by March 31, 2025. We will coordinate with Ms. Langford to ensure a complete transfer of the updated filing materials and supporting documentation.