The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete. The reader should not assume that the information is accurate and complete. |
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM D
Notice of Exempt Offering of Securities
|
OMB APPROVAL |
OMB Number: |
3235-0076 |
Estimated average burden |
hours per response: |
4.00 |
|
|
1. Issuer's Identity
CIK (Filer ID Number) |
Previous Names |
|
Entity Type |
0001934582 |
|
|
Corporation |
|
Limited Partnership |
|
Limited Liability Company |
|
General Partnership |
|
Business Trust |
X |
Other (Specify) |
a Cayman Islands exempted limited partnership |
Name of Issuer |
Providence Equity Partners IX L.P. |
Jurisdiction of Incorporation/Organization |
CAYMAN ISLANDS |
Year of Incorporation/Organization |
|
Over Five Years Ago |
X |
Within Last Five Years (Specify Year) |
2022 |
|
Yet to Be Formed |
|
2. Principal Place of Business and Contact Information
Name of Issuer |
Providence Equity Partners IX L.P. |
Street Address 1 |
Street Address 2 |
PROVIDENCE EQUITY PARTNERS L.L.C. |
50 KENNEDY PLAZA |
City |
State/Province/Country |
ZIP/PostalCode |
Phone Number of Issuer |
PROVIDENCE |
RHODE ISLAND |
02903 |
401-751-1700 |
3. Related Persons
Last Name |
First Name |
Middle Name |
Providence Equity GP IX L.P. |
- |
Street Address 1 |
Street Address 2 |
c/o Providence Equity Partners L.L.C. |
50 Kennedy Plaza, 18th Floor |
City |
State/Province/Country |
ZIP/PostalCode |
Providence |
RHODE ISLAND |
02903 |
Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
The general partner of Issuer
Last Name |
First Name |
Middle Name |
PEP IX International Ltd. |
- |
Street Address 1 |
Street Address 2 |
c/o Providence Equity Partners L.L.C. |
50 Kennedy Plaza, 18th Floor |
City |
State/Province/Country |
ZIP/PostalCode |
Providence |
RHODE ISLAND |
02903 |
Relationship: |
|
Executive Officer |
|
Director |
X |
Promoter |
Clarification of Response (if Necessary):
The general partner of the general partner of Issuer
Last Name |
First Name |
Middle Name |
Dominguez |
Michael |
J. |
Street Address 1 |
Street Address 2 |
c/o Providence Equity Partners L.L.C. |
50 Kennedy Plaza, 18th Floor |
City |
State/Province/Country |
ZIP/PostalCode |
Providence |
RHODE ISLAND |
02903 |
Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
Director of PEP IX International Ltd., the general partner of Providence Equity GP IX L.P., the general partner of Providence Equity Partners IX L.P.
Last Name |
First Name |
Middle Name |
Noell |
R. |
Davis |
Street Address 1 |
Street Address 2 |
c/o Providence Equity Partners L.L.C. |
31 West 52nd Street, Suite 2400 |
City |
State/Province/Country |
ZIP/PostalCode |
New York |
NEW YORK |
10019 |
Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
Director of PEP IX International Ltd., the general partner of Providence Equity GP IX L.P., the general partner of Providence Equity Partners IX L.P.
Last Name |
First Name |
Middle Name |
Phillips |
J. |
David |
Street Address 1 |
Street Address 2 |
c/o Providence Equity Partners L.L.C. |
500 Boylston Street, 18th Floor |
City |
State/Province/Country |
ZIP/PostalCode |
Boston |
MASSACHUSETTS |
02116 |
Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
Director of PEP IX International Ltd., the general partner of Providence Equity GP IX L.P., the general partner of Providence Equity Partners IX L.P.
Last Name |
First Name |
Middle Name |
Tabet |
Karim |
A. |
Street Address 1 |
Street Address 2 |
c/o Providence Equity Partners L.L.C. |
72 Welbeck Street |
City |
State/Province/Country |
ZIP/PostalCode |
London |
UNITED KINGDOM |
W1G 0AY |
Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
Director of PEP IX International Ltd., the general partner of Providence Equity GP IX L.P., the general partner of Providence Equity Partners IX L.P.
Last Name |
First Name |
Middle Name |
Tisdale |
Andrew |
A. |
Street Address 1 |
Street Address 2 |
c/o Providence Equity Partners L.L.C. |
72 Welbeck Street |
City |
State/Province/Country |
ZIP/PostalCode |
London |
UNITED KINGDOM |
W1G 0AY |
Relationship: |
|
Executive Officer |
X |
Director |
|
Promoter |
Clarification of Response (if Necessary):
Director of PEP IX International Ltd., the general partner of Providence Equity GP IX L.P., the general partner of Providence Equity Partners IX L.P.
Last Name |
First Name |
Middle Name |
Franklin |
Richard |
Street Address 1 |
Street Address 2 |
c/o Providence Equity Partners L.L.C. |
50 Kennedy Plaza, 18th Floor |
City |
State/Province/Country |
ZIP/PostalCode |
Providence |
RHODE ISLAND |
02903 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
Chief Financial Officer of PEP IX International Ltd., the general partner of Providence Equity GP IX L.P., the general partner of Providence Equity Partners IX L.P.
Last Name |
First Name |
Middle Name |
Conde |
Sarah |
N. |
Street Address 1 |
Street Address 2 |
c/o Providence Equity Partners L.L.C. |
500 Boylston Street, 18th Floor |
City |
State/Province/Country |
ZIP/PostalCode |
Boston |
MASSACHUSETTS |
02116 |
Relationship: |
X |
Executive Officer |
|
Director |
|
Promoter |
Clarification of Response (if Necessary):
General Counsel and Chief Compliance Officer of PEP IX International Ltd., the general partner of Providence Equity GP IX L.P., the general partner of Providence Equity Partners IX L.P.
4. Industry Group
|
Agriculture |
|
Banking & Financial Services |
|
|
Commercial Banking |
|
Insurance |
|
Investing |
|
Investment Banking |
X |
Pooled Investment Fund |
|
|
Hedge Fund |
X |
Private Equity Fund |
|
Venture Capital Fund |
|
Other Investment Fund |
|
|
Is the issuer registered as an investment company under the Investment Company Act of 1940? |
|
|
|
Other Banking & Financial Services |
|
|
Business Services |
|
Energy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health Care |
|
|
|
|
|
|
|
|
|
|
|
Manufacturing |
|
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
Retailing |
|
Restaurants |
|
Technology |
|
|
|
|
|
|
|
Travel |
|
|
|
|
|
|
Tourism & Travel Services |
|
|
|
|
Other |
|
5. Issuer Size
Revenue Range |
OR |
Aggregate Net Asset Value Range |
|
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)
| |
Rule 504(b)(1) (not (i), (ii) or (iii)) |
| |
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) |
|
X |
Investment Company Act Section 3(c) |
|
|
Section 3(c)(1) |
|
Section 3(c)(9) |
|
|
Section 3(c)(2) |
|
Section 3(c)(10) |
|
|
Section 3(c)(3) |
|
Section 3(c)(11) |
|
|
Section 3(c)(4) |
|
Section 3(c)(12) |
|
|
Section 3(c)(5) |
|
Section 3(c)(13) |
|
|
Section 3(c)(6) |
|
Section 3(c)(14) |
|
|
|
7. Type of Filing
|
New Notice |
|
Date of First Sale |
2022-08-02 |
|
|
First Sale Yet to Occur |
X |
Amendment |
8. Duration of Offering
Does the Issuer intend this offering to last more than one year? |
|
|
9. Type(s) of Securities Offered (select all that apply)
X |
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? |
|
|
Clarification of Response (if Necessary):
11. Minimum Investment
Minimum investment accepted from any outside investor |
$0
|
USD |
12. Sales Compensation
Recipient |
Recipient CRD Number |
X |
None |
|
Not Applicable |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
Z Square Partners Consulting Co., Ltd. |
None |
Street Address 1 |
Street Address 2 |
UNIT 402, T2 OF CHINA CENTRAL PLACE |
79 JIAN GUO ROAD, CHAOYANG DISTRICT |
City |
State/Province/Country |
ZIP/Postal Code |
BEIJING |
CHINA |
100025 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Not Applicable |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
PineGrove Capital Ltd. |
None |
Street Address 1 |
Street Address 2 |
ARIK EINSTEIN 36 / 205 |
City |
State/Province/Country |
ZIP/Postal Code |
HERTZELIA |
ISRAEL |
4659087 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Not Applicable |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
XLC Distribution Services SpA |
None |
Street Address 1 |
Street Address 2 |
ISIDORA GOYENECHEA 3477, PISO 17 |
LAS CONDES |
City |
State/Province/Country |
ZIP/Postal Code |
SANTIAGO |
CHILE |
7550106 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Not Applicable |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
Diamond Dragon Advisors Limited |
None |
Street Address 1 |
Street Address 2 |
UNIT 711 LEVEL 7 NAN FUNG TOWER |
88 CONNAUGHT ROAD |
City |
State/Province/Country |
ZIP/Postal Code |
CENTRAL HONG KONG |
HONG KONG |
00000 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Not Applicable |
None |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
PJT PARTNERS LP |
000171058 |
Street Address 1 |
Street Address 2 |
280 PARK AVENUE |
15TH FLOOR |
City |
State/Province/Country |
ZIP/Postal Code |
NEW YORK |
NEW YORK |
10017 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Not Applicable |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
Alpine Capital Advisors SpA |
None |
Street Address 1 |
Street Address 2 |
AV. APOQUINDO 2930, OF. 801 |
LAS CONDES |
City |
State/Province/Country |
ZIP/Postal Code |
SANTIAGO |
CHILE |
7550000 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Not Applicable |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
Barclays Bank PLC |
None |
Street Address 1 |
Street Address 2 |
1 CHURCHILL PLACE |
CANARY WHARF |
City |
State/Province/Country |
ZIP/Postal Code |
LONDON |
UNITED KINGDOM |
E14 5HP |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Not Applicable |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
Barclays Bank Ireland PLC |
None |
Street Address 1 |
Street Address 2 |
ONE MOLESWORTH STREET |
City |
State/Province/Country |
ZIP/Postal Code |
DUBLIN |
IRELAND |
D0 RF29 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Not Applicable |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
Barclays Bank (Suisse) S.A. |
None |
Street Address 1 |
Street Address 2 |
CHEMIN DE GRANGE CANAL 18-20 |
P.O. BOX 3941 |
City |
State/Province/Country |
ZIP/Postal Code |
GENEVA 3 |
SWITZERLAND |
CH- 1211 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Not Applicable |
None |
(Associated) Broker or Dealer |
|
None |
|
(Associated) Broker or Dealer CRD Number |
|
None |
|
J.P. MORGAN SECURITIES LLC |
000000079 |
Street Address 1 |
Street Address 2 |
383 MADISON AVENUE |
City |
State/Province/Country |
ZIP/Postal Code |
NEW YORK |
NEW YORK |
10179 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
X |
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
Lord Sebastian Coe |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
None |
None |
Street Address 1 |
Street Address 2 |
C/O WORLD ATHLETICS |
3RD FLOOR, 6-8, QUAI ANTOINE 1ER, BP 359 |
City |
State/Province/Country |
ZIP/Postal Code |
O9 |
MONACO |
MC 98007 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
None |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
Panarae FZ LLC |
None |
Street Address 1 |
Street Address 2 |
AMENITY CENTER 01, FLOOR 02, OFFICE 04 |
AL HAMRA |
City |
State/Province/Country |
ZIP/Postal Code |
RAS AL KHAIMAH |
UNITED ARAB EMIRATES |
00000 |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
Recipient |
Recipient CRD Number |
X |
None |
|
None |
None |
(Associated) Broker or Dealer |
X |
None |
|
(Associated) Broker or Dealer CRD Number |
X |
None |
|
Asante Capital Group LLP |
None |
Street Address 1 |
Street Address 2 |
25 OLD BURLINGTON STREET |
City |
State/Province/Country |
ZIP/Postal Code |
LONDON |
UNITED KINGDOM |
W1S 3AN |
State(s) of Solicitation (select all that apply) Check “All States” or check individual States |
|
All States |
|
|
|
13. Offering and Sales Amounts
Total Offering Amount |
|
USD |
|
Total Amount Sold |
$1,063,915,889
|
USD |
Total Remaining to be Sold |
|
USD |
|
Clarification of Response (if Necessary):
The amount disclosed in Item 13 includes the GP interest. The total commitment amounts of the Issuer and the Fund affiliated with the Issuer is $3,207,991,721.14. 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: |
|
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 |
$50,000,000
|
USD |
|
Finders' Fees |
$0
|
USD |
|
Clarification of Response (if Necessary):
Includes sales commissions of the Issuer and the Fund affiliated with the Issuer.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.
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: |
- Notifying the SEC and/or each State in which this notice is filed of the offering of
securities described and undertaking to furnish them, upon written request, in the accordance with applicable
law, the information furnished to offerees.*
- Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator
or other legally designated officer of the State in which the issuer maintains its principal
place of business and any State in which this notice is filed, as its agents for service of
process, and agreeing that these persons may accept service on its behalf, of any notice,
process or pleading, and further agreeing that such service may be made by registered or
certified mail, in any Federal or state action, administrative proceeding, or arbitration
brought against the issuer in any place subject to the jurisdiction of the United States, if the
action, proceeding or arbitration (a) arises out of any activity in connection with the
offering of securities that is the subject of this notice, and (b) is founded, directly or
indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange
Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the
Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii)
the laws of the State in which the issuer maintains its principal place of business or any State
in which this notice is filed.
- Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).
|
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 |
Providence Equity Partners IX L.P. |
/s/ Sarah N. Conde |
Sarah N. Conde |
GC and Chief Compliance Officer of GP of GP of Issuer |
2024-07-19 |
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.