Varde Partners LP: Key Insights from SEC Form D Filing

This report analyzes the SEC Form D filing for Varde Investment Partners LP, providing a detailed overview for those interested in understanding this entity and its regulatory filings. Form D is a notice of exempt offering of securities filed with the U.S. Securities and Exchange Commission (SEC). It offers crucial information about the company’s structure, key personnel, business operations, and offering details. While the SEC has not necessarily reviewed the information for accuracy or completeness, this filing remains a valuable public record.

Understanding Varde Investment Partners LP: Issuer Identity and Background

Varde Investment Partners LP is identified in the filing as the issuer. Key details from Section 1 of the Form D reveal:

CIK (Filer ID Number): 0001452534. This number is a unique identifier for Varde Investment Partners LP in the SEC’s EDGAR system, allowing for easy tracking of all their filings.
Previous Names: None listed, indicating a stable entity name history.
Entity Type: Limited Partnership. This legal structure is common for investment funds, offering a blend of operational flexibility and liability protection.
Jurisdiction of Incorporation/Organization: Delaware. Delaware is a popular jurisdiction for incorporation, particularly for businesses and investment partnerships, due to its business-friendly legal framework.
Year of Incorporation/Organization: Over Five Years Ago. This signifies an established operational history for Varde Investment Partners LP.

This foundational information establishes Varde Investment Partners LP as a mature Limited Partnership operating under the legal jurisdiction of Delaware.

Principal Place of Business and Contact Information

Section 2 of the Form D provides essential contact details for Varde Investment Partners LP:

Name of Issuer: VARDE INVESTMENT PARTNERS LP
Street Address: 901 MARQUETTE AVENUE SOUTH, SUITE 3300, MINNEAPOLIS, MINNESOTA 55402
Phone Number: 952-893-1554

This information confirms the principal business location of Varde Investment Partners LP is in Minneapolis, Minnesota. This is important for understanding their geographical base of operations.

Key People Associated with Varde Partners LP

Section 3 of the Form D lists related persons, specifically executive officers and promoters, connected to Varde Investment Partners LP. These individuals play crucial roles in the organization and operation of the partnership. The filing names numerous executive officers, all sharing the same business address as Varde Investment Partners LP:

Andrew P. Lenk
Marcia L. Page
James E. Dunbar
Rick J. Noel
George G. Hicks
Ilfryn C. Carstairs
Elena Lieskovska
Bradley P. Bauer
Timothy J. Mooney
Giuseppe Naglieri
David A. Marple
Brian C. Schmidt
Jonathan A. Fox
Scott T. Hartman
Francisco Milone
Haseeb K. Malik
Carlos Sanz Esteve
Aneek Mamik

The filing clarifies that these individuals are Principals of Varde Partners, Inc., which is identified as the “Ultimate General Partner of the General Partner of the Issuer.” This complex structure is typical in private fund arrangements.

Additionally, the following entities are listed as Promoters:

Varde Investment Partners G.P., L.P. (General Partner of the Issuer)
Varde Investment Partners UGP, LLC (General Partner of the General Partner of the Issuer)
Varde Partners, L.P. (Managing Member of the General Partner of the General Partner of the Issuer)
Varde Partners, Inc. (Ultimate General Partner of the General Partner of the Issuer)

This intricate web of entities highlights the organizational structure behind Varde Investment Partners LP, showcasing a layered management approach.

Industry Group and Investment Focus of Varde Partners LP

Section 4 categorizes Varde Investment Partners LP within specific industry groups. The filing clearly indicates their primary sector:

Banking & Financial Services: Specifically within this broad category, Varde Investment Partners LP is identified as a:
- Pooled Investment Fund: This is further specified as a:
  - Hedge Fund: This classification defines the investment strategy and risk profile typically associated with Varde Investment Partners LP.

This classification is critical as it pinpoints Varde Investment Partners LP’s operations within the financial industry, specifically in the alternative investment space as a hedge fund.

Issuer Size and Aggregate Net Asset Value

Section 5 addresses the issuer size. Varde Investment Partners LP has chosen to:

Decline to Disclose their Revenue Range.
Decline to Disclose their Aggregate Net Asset Value Range.

While the exact figures are not disclosed, the option to “Decline to Disclose” suggests that Varde Investment Partners LP likely falls into a significant size category, as smaller entities might be more inclined to select a lower revenue or asset range.

Federal Exemptions and Offering Details

Section 6 and subsequent sections detail the regulatory exemptions and specifics of the securities offering.

Federal Exemption(s) and Exclusion(s) Claimed:
- Rule 506(b): This is a key exemption under Regulation D, allowing for private offerings to accredited investors without requiring full SEC registration.
- Investment Company Act Section 3(c)(7): This exclusion is crucial for hedge funds, exempting them from registering as investment companies under the Investment Company Act of 1940, provided they are offered only to qualified purchasers.
Type of Filing: Amendment, indicating this filing is an update to a previous notice.
Date of First Sale: 2012-02-01, showing the offering has been ongoing since this date.
Duration of Offering: Yes, the offering is intended to last more than one year, which is typical for investment funds that continuously raise capital.
Type(s) of Securities Offered: Pooled Investment Fund Interests. This confirms that the securities offered are interests in the investment fund itself, not equity or debt in the operating company.
Business Combination Transaction: No, the offering is not related to a business combination.
Minimum Investment: $100,000 USD. This relatively high minimum investment aligns with the profile of a hedge fund targeting accredited and sophisticated investors.
Sales Compensation: None listed, suggesting direct sales or reliance on exemptions that do not require registered broker-dealers for this filing.
Offering and Sales Amounts:
- Total Offering Amount: Indefinite, common for hedge funds with ongoing capital raising.
- Total Amount Sold: $1,050,516,420 USD as of the filing date, a substantial amount indicating a successful capital raise.
- Total Remaining to be Sold: Indefinite, consistent with the open-ended nature of the offering.
Investors: 153 investors already invested, indicating a significant investor base.
Sales Commissions & Finder’s Fees Expenses: $0, reinforcing the absence of sales compensation in this filing.
Use of Proceeds: $0 for payments to executive officers, directors, or promoters, with clarification that customary management fees will be paid to Varde Management, L.P., as detailed in the Private Placement Memorandum.

Conclusion: Key Takeaways from the Form D Filing

This analysis of the SEC Form D filing for Varde Investment Partners LP provides a structured understanding of their operational and regulatory profile. Key takeaways include:

Established Hedge Fund: Varde Investment Partners LP is an established hedge fund with a significant operational history, structured as a Delaware Limited Partnership and based in Minneapolis.
Complex Management Structure: The management involves a multi-layered structure with Varde Partners, Inc. as the ultimate general partner, indicating a sophisticated operational framework.
Private Offering to Accredited Investors: The offering relies on exemptions Rule 506(b) and Section 3(c)(7), signifying it is a private placement intended for accredited and qualified purchasers, with a minimum investment of $100,000.
Substantial Capital Raised: Over $1 billion has been raised in this ongoing offering, demonstrating investor confidence and market traction.

This Form D filing serves as a valuable source of information for understanding Varde Investment Partners LP’s structure, operations, and securities offering within the regulatory framework of the SEC. For further detailed information, the Confidential Private Placement Memorandum, referenced in the filing, would provide more in-depth insights.