Understanding the financial landscape often requires navigating complex documents and filings. For those tracking investment partnerships and private equity firms, Securities and Exchange Commission (SEC) Form D filings offer valuable insights. This article breaks down a recent Form D filing by Rsf Partners, shedding light on key aspects of their operations and offerings, specifically focusing on “rsf partners” and what this information signifies for potential investors and industry observers.
Decoding the SEC Form D: RSF Partners at a Glance
Form D is a “Notice of Exempt Offering of Securities” that companies, like rsf partners, file with the SEC when they raise capital through private placements. These placements are exempt from the rigorous registration requirements mandated for public offerings, provided they meet certain conditions. Analyzing this form allows us to glean crucial information about rsf partners’ fundraising activities, business structure, and key personnel.
Issuer Identity and Formation: The RSF Partners Entities
The Form D filing actually pertains to three distinct but related entities under the umbrella of rsf partners:
- RSF Partners VIII, L.P.
- RSF Partners Tax Exempt VIII, L.P.
- RSF Strategic Partners VIII, L.P.
All three are identified as Limited Partnerships (L.P.) incorporated in Texas in 2022. This recent formation indicates these are relatively new investment vehicles, likely part of a series of funds managed under the rsf partners brand – hinted at by the “VIII” in their names, suggesting previous iterations.
The fact that there are three separate, yet concurrently filed, entities (RSF Partners VIII, RSF Partners Tax Exempt VIII, and RSF Strategic Partners VIII) might indicate a nuanced investment strategy, potentially targeting different investor profiles or pursuing distinct investment objectives within the broader rsf partners framework. For instance, “Tax Exempt” suggests one entity might be specifically structured to attract tax-exempt investors like pension funds or endowments.
Principal Place of Business and Contact Information
All three rsf partners entities share the same principal place of business and contact information:
- Address: 3899 Maple Avenue, Suite 250, Dallas, Texas 75219
- Phone: (214) 855-9414
This centralized location suggests operational cohesion and possibly shared management and administrative resources across these related partnerships. Dallas, Texas, as the base of operations, pinpoints the geographic focus of rsf partners.
The People Behind RSF Partners: Related Persons
Section 3 of the Form D filing unveils the key individuals and entities associated with rsf partners. It lists “Related Persons,” which are individuals or companies connected to the issuer, such as executive officers, directors, and promoters. In this filing, the structure is layered, common in private equity and partnership structures.
At the top, we have:
- RSF GenPar VIII, L.P.: Identified as the General Partner of the Issuers.
- Oak Lawn Maple VIII, LLC: The General Partner of the General Partner of the Issuers.
These entities act as the management and operational backbone for the RSF Partners VIII funds. Limited Partnerships require a General Partner to manage the partnership’s operations. The layered structure with Oak Lawn Maple VIII, LLC managing RSF GenPar VIII, L.P. adds another level of corporate structuring.
Furthermore, the filing names key executive officers within Oak Lawn Maple VIII, LLC, providing insight into the leadership of rsf partners:
- Christopher W. Mahowald (President)
- Kurt C. Read (Vice President)
- Michael Ernst (Vice President)
- Kymberlyn Janney (Chief Financial Officer)
These individuals represent the core management team steering the strategic direction and day-to-day operations of rsf partners VIII series of funds. Their titles indicate their respective roles in leading the organization.
Industry Group and Investment Focus
Section 4 of the Form D classifies rsf partners within an “Industry Group.” This section is crucial for understanding the investment sector the firm operates in. The filing clearly marks “Real Estate” and, more specifically, “Other Real Estate.”
This classification confirms that rsf partners is focused on real estate investments, but the “Other Real Estate” category suggests a specialization beyond typical residential or commercial properties. It could encompass niche areas within real estate, such as land development, specialized real estate assets, or a particular geographic or risk profile within the real estate market. Further research into rsf partners would be needed to pinpoint their exact real estate niche. The filing also indicates they are a “Pooled Investment Fund,” meaning they pool capital from multiple investors to invest in a portfolio of real estate assets.
Issuer Size, Offering Details, and Exemption Claimed
The Form D provides data on the size and scope of the offering by rsf partners. While they “Decline to Disclose” their Revenue Range or Aggregate Net Asset Value Range, the “Total Offering Amount” is stated as a substantial $500,000,000 USD. Interestingly, the “Total Amount Sold” is also listed as $500,000,000 USD, with “$0” remaining to be sold. This might indicate the offering was fully subscribed at the time of filing, or it could be a placeholder amount.
The minimum investment accepted from an outside investor is $150,000 USD, signaling that rsf partners is targeting accredited investors – those meeting specific income or net worth thresholds as defined by SEC regulations. This is further reinforced by their claim of exemption under Rule 506(b) of Regulation D, a common exemption used for private placements offered to accredited investors.
The “Duration of Offering” is marked “Yes,” indicating the offering is intended to last more than one year, which is typical for fundraises of this scale. The type of securities offered includes “Equity” and “Pooled Investment Fund Interests,” aligning with the structure of a real estate private equity fund. The filing is marked as an “Amendment,” suggesting this is an update to a previously filed notice.
Conclusion: Key Takeaways from RSF Partners’ Form D
This Form D filing offers a valuable snapshot into rsf partners and their latest investment vehicles. Key takeaways include:
- Real Estate Focused: RSF partners is firmly positioned within the real estate industry, likely specializing in a niche within “Other Real Estate.”
- Significant Capital Raise: They are seeking to raise up to $500 million, demonstrating substantial ambition and capacity.
- Experienced Leadership: Key executives are identified, providing transparency into the management team.
- Private Placement to Accredited Investors: The offering is structured as a private placement, targeting accredited investors with a minimum investment of $150,000.
- Regulation D Compliance: They are operating under SEC Rule 506(b) exemption, a standard practice for private offerings.
For investors and those tracking the private equity real estate market, this Form D filing serves as a crucial piece of public information to understand the activities and structure of rsf partners. While it provides factual data, further due diligence and research into rsf partners’ specific investment strategy, track record, and team are essential for making informed investment decisions. SEC filings like Form D are starting points for deeper analysis and understanding of firms like rsf partners within the investment landscape.
