Firm Description
Mill Road is a Delaware limited liability company founded in 2004 by Thomas Lynch. Senior
investment professionals have been with Firm over ten years. Two of which have been with the
Firm since 2006, one other joined in 2008 and the final individual joined in 2014.
Principal Owners
The owners of Mill Road are set forth on Schedule A of Part 1A of the Firm’s Form ADV. Thomas
Lynch is a principal owner of the Firm.
Types of Advisory Services
Mill Road provides investment advice to closed-end private investment funds that are not
registered under the Investment Company Act of 1940, as amended. Currently, the Firm provides
investment advisory services to three funds and two alternative investment vehicles (“AIVs”): Mill
Road Capital, L.P. (“Fund I”), which had its final closing in 2008, Mill Road Capital II, L.P. (“Fund
II”), which had its final closing in 2013, and Mill Road Capital III, L.P. (“Fund III”), which had its final
closing in 2020, (each a “Fund,” and collectively, the “Funds”) and Fund III’s parallel AIVs, MRC III
AIV, L.P. and MRC III Offshore AIV, L.P. (each Fund and AIV a “Client,” and collectively, the
“Clients”). Fund I and Fund II are structured as Delaware limited partnerships. Fund III is structured
as a Cayman Islands exempted limited partnership. The AIVs are structured as Delaware limited
partnerships and were formed in April 2021 using a portion of the capital originally committed to
Fund III by its investors. The investors in Fund III participate directly in, and constitute the
beneficial owners of, the AIVs. Mill Road Capital GP LLC (“Fund I GP”) serves as Fund I’s general
partner, Mill Road Capital II GP LLC (“Fund II GP”) serves as Fund II’s general partner, Mill Road
Capital III GP LLC (“Fund III GP”) serves as Fund III’s general partner and serves as the AIVs general
partner (each a “GP,” and collectively, the “GPs”). Each of Fund I GP, Fund II GP and Fund III GP is
an affiliate of Mill Road.
Pursuant to investment management agreements among the Firm and the individual Clients and
their respective GPs, Mill Road assists the GPs with the management of the Clients’ investments.
Fund I GP, Fund II GP and Fund III GP are special purpose vehicles of Mill Road within the meaning
of guidance provided by the SEC’s Division of Investment Management.
In reliance on such
guidance and in order to satisfy the reporting obligations of the SPVs, information concerning the
SPVs is included in the Form ADV, Part 1A.
The Firm provides investment advice to closed-end private investment funds that are not
registered under the Investment Company Act of 1940, as amended. Mill Road focuses on making
private investments in and/or taking private publicly-traded in primarily micro-cap companies in
North America. Mill Road has in the past and could also make investments in private companies
which are otherwise similar in nature to the publicly-traded micro-cap companies in which it
generally invests. The Firm believes that its investment process enhances return and mitigates
risk, with the goal of generating long-term value creation. The current portfolio consists of
companies in a broad range of industries, including retail, manufacturing, business services,
commercial aircraft trading and leasing, commercial services and consumer products and services.
Tailored Relationships
Mill Road provides its advisory services to the Clients in accordance with the investment
objectives, investment guidelines and restrictions set forth in the relevant Client’s confidential
private placement memorandum (if applicable), limited partnership agreement, investment
management agreement and other formation and operating documents pertaining to the Client
(collectively, the “Governing Documents”). Mill Road’s advisory services for each Client are
detailed in the Client’s Governing Documents and are further described below under “Item 8.
Methods of Analysis, Investment Strategies and Risk of Loss.”
Mill Road is entitled to give certain persons, including existing investors in the Clients and third
parties, an opportunity to co-invest alongside a Client. The terms of any such investment would
be set by Mill Road at the time of such investment.
Wrap Fee Programs
Mill Road does not participate in wrap fee programs.
Assets Under Discretionary and Non-Discretionary Management
As of December 31, 2022, Mill Road had approximately $834.9 million in discretionary assets
under management which includes uncalled capital commitments as of that date. Mill Road does
not currently manage any assets in a non-discretionary manner.