The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. | |||||||||||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D Notice of Exempt Offering of Securities |
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1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
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0001595007 |
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Name of Issuer | |||||||||||||||
Lexington Capital Partners VIII, L.P. | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
DELAWARE | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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Lexington Capital Partners VIII, L.P. | |||
Street Address 1 | Street Address 2 | ||
660 MADISON AVENUE, 23RD FLOOR | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
NEW YORK | NEW YORK | 10065 | (212) 754-0411 |
1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
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0001595006 |
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Name of Issuer | |||||||||||||||
LCP VIII (Offshore), L.P. | |||||||||||||||
Jurisdiction of Incorporation/Organization | |||||||||||||||
CAYMAN ISLANDS | |||||||||||||||
Year of Incorporation/Organization | |||||||||||||||
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2. Principal Place of Business and Contact Information
Name of Issuer | |||
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LCP VIII (Offshore), L.P. | |||
Street Address 1 | Street Address 2 | ||
660 MADISON AVENUE, 23RD FLOOR | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
NEW YORK | NEW YORK | 10065 | (212) 754-0411 |
3. Related Persons
Last Name | First Name | Middle Name |
---|---|---|
Lexington Associates VIII, LP | n/a | |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | Executive Officer | Director | X | Promoter |
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Clarification of Response (if Necessary):
General Partner of Lexington Capital Partners VIII, L.P. (the "GP of LCP VIII")Last Name | First Name | Middle Name |
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Lexington Partners GP Holdings VIII LLC | n/a | |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | Executive Officer | Director | X | Promoter |
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Clarification of Response (if Necessary):
General Partner of the GP of LCP VIII and General Partner of LCP VIII (Offshore), L.P. (the "GP of (Offshore)")Last Name | First Name | Middle Name |
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Lexington Partners L.P. | n/a | |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | Executive Officer | Director | X | Promoter |
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Clarification of Response (if Necessary):
Managing member ("MM") of the General Partner of the GP of LCP VIII and advisor and MM of the GP of (Offshore)Last Name | First Name | Middle Name |
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Nicklas | Brent | R. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Beaton | Kirk | M. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Chapman | Duncan | A. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Giannetti | Thomas | |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Grant | Charles | R. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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John | Rebecca | A. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Newby | Tom | |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Parke | Marshall | W. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Ristvedt | Pal | B. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Rudge | John | G. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Tesconi | Lee | J. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Warren | Wilson | S. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Last Name | First Name | Middle Name |
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Wu | Victor | L. |
Street Address 1 | Street Address 2 | |
660 Madison Avenue, 23rd Floor | ||
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10065 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
4. Industry Group
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5. Issuer Size
Revenue Range | OR | Aggregate Net Asset Value Range | ||
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No Revenues | No Aggregate Net Asset Value | |||
$1 - $1,000,000 | $1 - $5,000,000 | |||
$1,000,001 - $5,000,000 | $5,000,001 - $25,000,000 | |||
$5,000,001 - $25,000,000 | $25,000,001 - $50,000,000 | |||
$25,000,001 - $100,000,000 | $50,000,001 - $100,000,000 | |||
Over $100,000,000 | Over $100,000,000 | |||
X | Decline to Disclose | Decline to Disclose | ||
Not Applicable | Not Applicable |
6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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Rule 504 (b)(1)(i) | |||
Rule 504 (b)(1)(ii) | |||
Rule 504 (b)(1)(iii) | |||
Rule 505 | |||
X | Rule 506(b) | ||
Rule 506(c) | |||
Securities Act Section 4(a)(5) |
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7. Type of Filing
New Notice | Date of First Sale | 2014-01-17 | First Sale Yet to Occur | ||||||
X | Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
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9. Type(s) of Securities Offered (select all that apply)
Equity | X | Pooled Investment Fund Interests | |
Debt | Tenant-in-Common Securities | ||
Option, Warrant or Other Right to Acquire Another Security | Mineral Property Securities | ||
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security | X | Other (describe) | |
Limited Partnership Interests |
10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? |
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Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor | $0 | USD |
12. Sales Compensation
Recipient |
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Compass Group Global Advisors S.A. | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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Rosario Norte 555, 14 Floor | |||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Santiago | CHILE | 00000 | |||||
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Recipient |
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Irad Capital Ltd. | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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33 Berkeley Square | |||||||
City | State/Province/Country | ZIP/Postal Code | |||||
London | UNITED KINGDOM | W1J 5BF | |||||
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Recipient |
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Shinhan Investment Corporation | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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Shinhan Investment Tower, Yeoidae-Ro 70 | Youngdungpo-Gu | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Seoul | KOREA, DEMOCRATIC PEOPLE'S REPUBLIC OF | 00000 | |||||
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Recipient |
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Crosspoint Advisors, Inc. | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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Masonic 39 MT Bldg. 2F | 2-4-5 Azabudai, Minato-ku | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Tokyo | JAPAN | 106-0041 | |||||
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13. Offering and Sales Amounts
Total Offering Amount | $8,000,000,000 | USD |
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Total Amount Sold | $6,373,215,000 | USD | ||||
Total Remaining to be Sold | $1,626,785,000 | USD |
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Clarification of Response (if Necessary):
Total Amount Sold does not include $900M: $400M that invests alongside LCP VIII and $500M that may invest in deals that exceed prudent diversification levels for LCP VIII. Issuers currently expect the offering to end on or before 4/17/15.14. Investors
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering. | |||
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: |
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15. Sales Commissions & Finder's Fees Expenses
Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions | $12,500,000 | USD |
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Finders' Fees | $0 | USD |
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Clarification of Response (if Necessary):
Sales Commissions represents an estimate of the total sales commissions paid and to be paid to the entities listed in item 12 above over time as a result of the sales and anticipated sales of interests in the Issuers.16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
$0 | USD |
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Clarification of Response (if Necessary):
Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission
In submitting this notice, each issuer named above is: |
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Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.
Issuer | Signature | Name of Signer | Title | Date |
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Lexington Capital Partners VIII, L.P. | /s/ Thomas Giannetti | Thomas Giannetti | Authorized Signatory of the GP of this Issuer | 2015-01-23 |
LCP VIII (Offshore), L.P. | /s/ Thomas Giannetti | Thomas Giannetti | Authorized Signatory of the GP of this Issuer | 2015-01-23 |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.