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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0001794605 |
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Name of Issuer | |||||||||||||||
Ares US Real Estate Opportunity Fund III, 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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Ares US Real Estate Opportunity Fund III, L.P. | |||
Street Address 1 | Street Address 2 | ||
2000 AVENUE OF THE STARS, 12th FLOOR | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
LOS ANGELES | CALIFORNIA | 90067 | 310-201-4100 |
1. Issuer's Identity
CIK (Filer ID Number) | Previous Names |
| Entity Type | ||||||||||||
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0001794741 |
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Name of Issuer | |||||||||||||||
Ares US Real Estate Opportunity Parallel Fund III-A, 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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Ares US Real Estate Opportunity Parallel Fund III-A, L.P. | |||
Street Address 1 | Street Address 2 | ||
2000 AVENUE OF THE STARS, 12th FLOOR | |||
City | State/Province/Country | ZIP/PostalCode | Phone Number of Issuer |
LOS ANGELES | CALIFORNIA | 90067 | 310-201-4100 |
3. Related Persons
Last Name | First Name | Middle Name |
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Ares US Real Estate Opportunity Advisors III, L.P. | N/A | |
Street Address 1 | Street Address 2 | |
2000 Avenue of the Stars, 12th Floor | ||
City | State/Province/Country | ZIP/PostalCode |
Los Angeles | CALIFORNIA | 90067 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
General Partner of the IssuerLast Name | First Name | Middle Name |
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Ares Real Estate Management Holdings, LLC | Manager | |
Street Address 1 | Street Address 2 | |
2000 Avenue of the Stars, 12th Floor | ||
City | State/Province/Country | ZIP/PostalCode |
Los Angeles | CALIFORNIA | 90067 |
Relationship: | X | Executive Officer | Director | Promoter |
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Clarification of Response (if Necessary):
Manager of the IssuerLast Name | First Name | Middle Name |
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Roth | David | |
Street Address 1 | Street Address 2 | |
c/o Ares Management LLC | 245 Park Avenue, 42nd Floor | |
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10167 |
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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Holm | Andrew | E |
Street Address 1 | Street Address 2 | |
c/o Ares Management LLC | 245 Park Avenue, 42nd Floor | |
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10167 |
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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Glaubach | Jay | |
Street Address 1 | Street Address 2 | |
c/o Ares Management LLC | 2000 Avenue of the Stars, 12th Floor | |
City | State/Province/Country | ZIP/PostalCode |
Los Angeles | CALIFORNIA | 90067 |
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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Benjamin | William | |
Street Address 1 | Street Address 2 | |
c/o Ares Management UK Limited | 10 New Burlington Street, 6th Floor | |
City | State/Province/Country | ZIP/PostalCode |
London | UNITED KINGDOM | W1S 3BE |
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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Arougheti | Michael | |
Street Address 1 | Street Address 2 | |
c/o Ares Management LLC | 2000 Avenue of the Stars, 12th Floor | |
City | State/Province/Country | ZIP/PostalCode |
Los Angeles | CALIFORNIA | 90067 |
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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Kooper | Keith | |
Street Address 1 | Street Address 2 | |
c/o Ares Management LLC | 245 Park Avenue, 42nd Floor | |
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10167 |
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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Mattoon | Jessica | |
Street Address 1 | Street Address 2 | |
c/o Ares Management LLC | 245 Park Avenue, 42nd Floor | |
City | State/Province/Country | ZIP/PostalCode |
New York | NEW YORK | 10167 |
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 | |||
Decline to Disclose | X | 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) | |||
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 | 2019-12-04 | 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 | Other (describe) | ||
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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Ares Investor Services LLC | 166219 | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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800 Corporate Pointe, 3rd Floor | |||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Culver City | CALIFORNIA | 90230 | |||||
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Recipient |
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Citi Private Advisory, LLC | 153777 | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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388 Greenwich Street, 29th Floor | |||||||
City | State/Province/Country | ZIP/Postal Code | |||||
New York | NEW YORK | 10013 | |||||
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Recipient |
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Citigroup Global Markets Inc. | 7059 | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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388 Greenwich Street, 29th Floor | |||||||
City | State/Province/Country | ZIP/Postal Code | |||||
New York | NEW YORK | 10013 | |||||
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Recipient |
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Citibank Canada Investment Funds Limited | None | ||||||
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None | None | ||||||
Street Address 1 | Street Address 2 | ||||||
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123 Front Street West, 20th Floor | Citigroup Place | ||||||
City | State/Province/Country | ZIP/Postal Code | |||||
Toronto | ONTARIO, CANADA | MSJ 2M3 | |||||
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13. Offering and Sales Amounts
Total Offering Amount | USD |
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Total Amount Sold | $1,106,702,000 | USD | ||||
Total Remaining to be Sold | USD |
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Clarification of Response (if Necessary):
Total amount sold is provided in the aggregate and includes amounts sold in concurrent offerings across Ares US Real Estate Opportunity Fund III, L.P. and Ares US Real Estate Opportunity Parallel Fund III-A, L.P.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 | $0 | USD |
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Finders' Fees | $0 | USD |
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Clarification of Response (if Necessary):
Amounts to be paid to certain Recipients listed in Item 12 (Sales Compensation) will be determined based on a percentage of capital raised from certain limited partners.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):
The Issuer's Manager or an affiliate of the Issuer's Manager will receive a management fee payable by the Issuer generally equal to a percentage of invested capital.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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Ares US Real Estate Opportunity Fund III, L.P. | /s/Jessica Mattoon | Jessica Mattoon | VP of the General Partner of the Issuer | 2020-04-28 |
Ares US Real Estate Opportunity Parallel Fund III-A, L.P. | /s/Jessica Mattoon | Jessica Mattoon | VP of the General Partner of the Issuer | 2020-04-28 |
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.