140 Summer Partners Offshore Ltd. is a private investment fund based in the Cayman Islands. This entity, as detailed in a Form D filing with the U.S. Securities and Exchange Commission (SEC), operates as a pooled investment fund, specifically a hedge fund. Understanding the structure and key aspects of such funds is crucial for investors and those interested in the financial landscape. This article delves into the essential details of 140 Summer Partners, drawing from the official SEC filing to provide a clear and informative overview.
Key Information about 140 Summer Partners Offshore Ltd.
To understand 140 Summer Partners, examining its foundational details is essential. These details, officially registered, provide insights into its operational framework and legal standing.
Company Formation and Jurisdiction
Incorporated in the Cayman Islands in 2020, 140 Summer Partners Offshore Ltd. is classified as an exempted company. This jurisdiction is a well-known hub for offshore investment funds due to its regulatory environment and tax efficiencies. The company’s formation within the last five years indicates it is a relatively new entity in the investment management space.
Principal Place of Business and Contact
While incorporated offshore, the operational and contact address for 140 Summer Partners is linked to New York. The listed address, Ogier Global (Cayman) Limited at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, is the registered office. However, the provided phone number, 212-804-9760, and related persons’ addresses point towards operations closely tied to New York. This dual presence is not uncommon for offshore funds that manage investments primarily in U.S. markets or for U.S.-based clients.
Industry and Fund Type
140 Summer Partners is categorized within the “Pooled Investment Fund” industry group and further specified as a “Hedge Fund.” This classification is significant as hedge funds operate with specific strategies, often involving more complex investment techniques than traditional mutual funds. They are typically less regulated and cater to sophisticated investors. The SEC filing confirms that 140 Summer Partners is not registered as an investment company under the Investment Company Act of 1940, indicating it operates under exemptions applicable to private funds.
Regulatory Exemptions
The Form D filing indicates that 140 Summer Partners claims exemptions under Rule 506(b) and Section 3(c)(7) of the Investment Company Act of 1940. Rule 506(b) is a private placement exemption, allowing companies to raise capital without registering with the SEC, provided certain conditions are met, including restrictions on general solicitation and the nature of investors. Section 3(c)(7) further exempts investment companies from registration if their securities are sold to “qualified purchasers,” generally high-net-worth individuals or institutions with substantial investment knowledge and assets. These exemptions highlight that 140 Summer Partners operates as a private fund, not intended for the general public, and is geared towards sophisticated, accredited investors.
People Behind 140 Summer Partners
Understanding the individuals and entities associated with 140 Summer Partners provides further insight into its management and operations.
Investment Manager and Key Personnel
140 Summer Partners LP is listed as a related person and promoter, clarified as the Investment Manager. This indicates that 140 Summer Partners Offshore Ltd. is managed by 140 Summer Partners LP. Peter Rosenblum is identified as a Director, associated with the same New York address as 140 Summer Partners LP. This suggests a closely integrated management structure, with key decision-making likely centralized within 140 Summer Partners LP and its personnel.
Directors
In addition to Peter Rosenblum, the filing lists Vijayabalan Murugesu and Jason Fitzgerald as Directors. Vijayabalan Murugesu is associated with Premier Fiduciary Services (Cayman) Ltd in Grand Cayman, while Jason Fitzgerald is linked to Ogier Global (Cayman) Limited, also in Grand Cayman. The presence of directors from fiduciary and global services firms in the Cayman Islands is typical for offshore funds, providing local oversight and compliance expertise.
Offering Details and Financial Information
The Form D filing also provides details about the securities offering by 140 Summer Partners, shedding light on its fundraising activities and investor base.
Type of Securities Offered
140 Summer Partners offers “Equity” and “Pooled Investment Fund Interests.” This is standard for hedge funds, where investors typically purchase equity interests representing a share in the fund’s portfolio and profits.
Offering Duration and Minimum Investment
The offering is indicated to be ongoing and intended to last more than one year. The minimum investment accepted from any outside investor is listed as $0 USD. While seemingly unusual, a $0 minimum investment in a legal filing can sometimes indicate flexibility or specific circumstances not detailed in the form itself. In practice, hedge funds usually have substantial minimum investment amounts, often in the hundreds of thousands or millions of dollars, to align with their target investor profile.
Aggregate Net Asset Value Range
In the Issuer Size section, 140 Summer Partners declined to disclose its Aggregate Net Asset Value Range. However, the “Total Amount Sold” is reported as $101,000,000 USD. This figure suggests that the fund has already raised a significant amount of capital. The “Total Remaining to be Sold” is marked as “Indefinite,” consistent with an ongoing offering for a hedge fund that may continuously raise capital as opportunities arise.
Conclusion
140 Summer Partners Offshore Ltd. represents a typical structure of a Cayman Islands-based hedge fund, managed by 140 Summer Partners LP and targeting sophisticated investors through private offerings. The SEC Form D filing provides a snapshot of its legal and operational framework, highlighting its status as an exempt pooled investment fund. For those interested in private investment funds and offshore financial structures, 140 Summer Partners serves as a case study in how these entities are established and operate within the regulatory landscape. While this overview is based on publicly available information, further due diligence would be necessary for any potential investors to fully understand the fund’s strategy, performance, and risk profile.
