Marcypen Capital Partners Llc is making waves in the financial world, and a recent filing with the U.S. Securities and Exchange Commission (SEC) offers a glimpse into their operations. This article delves into the details of their Form D notice, providing a clear and concise overview of what it signifies for investors and industry observers alike. Understanding these filings is crucial for anyone tracking the movements within private equity and pooled investment funds, and this analysis will focus on extracting the key information related to MarcyPen Capital Partners LLC and its related entities.
Understanding SEC Form D: A Snapshot for Investors
Form D is a “Notice of Exempt Offering of Securities” that companies, like MarcyPen Opportunities Fund II LP managed by MarcyPen Capital Partners LLC, are required to file with the SEC when they raise capital through certain exempt offerings. These exemptions allow companies to offer and sell securities without registering them with the SEC, under specific conditions designed to protect investors while facilitating capital formation. Essentially, Form D is a disclosure document that provides essential information about the company, the offering, and the individuals involved. It’s not an endorsement by the SEC, as explicitly stated in the original document: “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.” However, it serves as a valuable public record for transparency in private investment activities.
Key Insights from MarcyPen Opportunities Fund II LP’s Form D
The Form D filing reveals several important details about MarcyPen Opportunities Fund II LP and its operations, all pointing back to the central entity, MarcyPen Capital Partners LLC.
Issuer and Structure
The issuer is identified as MarcyPen Opportunities Fund II LP, a Limited Partnership formed in Delaware in 2022. This indicates a relatively new fund, operating under the umbrella of MarcyPen Capital Partners LLC. The entity type being a Limited Partnership is typical for private equity and hedge funds, offering a specific legal and operational structure.
Principal Place of Business and Contact
The principal place of business for MarcyPen Opportunities Fund II LP, and by extension, MarcyPen Capital Partners LLC, is located at 345 N. Maple Drive, Suite 160, Beverly Hills, CALIFORNIA 90210. The provided phone number is 424-421-6040. This establishes their operational base in a well-known business hub.
Related Parties: The People Behind MarcyPen
The Form D meticulously lists related persons, providing insight into the leadership and management structure. Crucially, MarcyPen Capital Partners LLC is identified as the Manager of the Issuer. This confirms that MarcyPen Capital Partners LLC is the management company overseeing the MarcyPen Opportunities Fund II LP.
Further related entities include:
- MarcyPen Opportunities II GP LLC: Listed as the General Partner of the Issuer. This entity likely handles the day-to-day operations and legal responsibilities within the partnership structure.
- Key individuals at MarcyPen Capital Partners LLC are named as Executive Officers:
- Elbert O. Robinson, Jr. (Managing Partner & CEO of the Manager)
- D’Rita P. Robinson (Managing Partner of the Manager)
- Laurence Brown (Managing Partner of the Manager)
- Lawrence F. Marcus (Managing Partner of the Manager)
This provides a clear picture of the leadership team at MarcyPen Capital Partners LLC, highlighting key individuals at the helm of the firm and the fund.
Industry and Investment Focus
MarcyPen Opportunities Fund II LP is classified under the Pooled Investment Fund and specifically as a Private Equity Fund. This categorization is vital for understanding the fund’s investment strategy. Private equity funds typically invest in companies not publicly traded, aiming for long-term capital appreciation. The filing also confirms that the issuer is not registered as an investment company under the Investment Company Act of 1940, which is common for private funds operating under exemptions.
Offering Size and Details
The Form D reveals significant details about the capital raise:
- Total Offering Amount: $250,000,000 USD. This is the target amount MarcyPen Opportunities Fund II LP aims to raise.
- Total Amount Sold: $100,665,000 USD has already been sold.
- Total Remaining to be Sold: $149,335,000 USD. This indicates the ongoing nature of the fundraising effort.
- Minimum Investment: $1,000,000 USD. This high minimum investment threshold is typical for private equity funds and signals that the offering is targeted towards sophisticated, accredited investors.
- Type of Securities Offered: Pooled Investment Fund Interests. Investors are buying interests in the fund itself, not direct equity in portfolio companies.
Exemptions and Regulatory Context
MarcyPen Opportunities Fund II LP is claiming exemptions under Rule 506(b) and Section 3(c)(7) of the Investment Company Act of 1940. Rule 506(b) is a common exemption for private offerings, allowing companies to raise an unlimited amount of money from accredited investors without general solicitation. Section 3(c)(7) further restricts the offering to “qualified purchasers,” indicating a focus on highly sophisticated and wealthy investors.
Sales Compensation and Expenses
The filing notes that sales commissions and finder’s fees are $0. While Pendulum Securities, LLC and BDT & MSD Partners, LLC are listed as recipients, the clarification states they “no longer act as placement agents on behalf of the Issuer.” This could suggest a shift in distribution strategy or internal sales efforts. Similarly, the use of proceeds for payments to executive officers, directors, or promoters is also $0.
Investor Base
As of the filing, there are 29 investors in the offering. The form also indicates that the securities are intended to be sold only to accredited investors, reinforcing the private nature of this investment opportunity.
Alt text: Official stacked logo of the U.S. Securities and Exchange Commission (SEC), symbolizing regulatory oversight and investor protection.
Conclusion: Transparency Through SEC Filings
The Form D filing for MarcyPen Opportunities Fund II LP, managed by MarcyPen Capital Partners LLC, provides a valuable snapshot into their fundraising activities and operational structure. It highlights their focus as a private equity fund, their target offering size, and the sophisticated investor base they are engaging with. While not an endorsement or comprehensive analysis of their investment strategy, this SEC filing is a crucial piece of publicly available information for anyone tracking MarcyPen Capital Partners LLC and the broader landscape of private investment funds. By understanding these filings, investors and industry professionals can gain valuable insights into the financial activities of private firms and the regulatory environment they operate within.
