This document provides an overview of a recent SEC Form D filing related to Westport Capital Partners and their real estate fund, WCP Real Estate Fund V, L.P. Form D is a “Notice of Exempt Offering of Securities” that companies, like Westport Capital Partners, are required to file with the Securities and Exchange Commission (SEC) when they raise capital through private placements. This analysis will break down the key aspects of this filing to better understand the fund and Westport Capital Partners‘ activities.
Issuer Identity: WCP Real Estate Fund V, L.P.
The issuer in this Form D filing is identified as WCP Real Estate Fund V, L.P.
- CIK (Filer ID Number): 0001828753
- Previous Names: None
- Entity Type: Limited Partnership
- Jurisdiction of Incorporation/Organization: Delaware
- Year of Incorporation/Organization: 2020
- Operating Status: Within Last Five Years
This indicates that WCP Real Estate Fund V, L.P. is a relatively new entity, formed in 2020 as a limited partnership under the laws of Delaware. This structure is common for private equity and real estate funds like those managed by Westport Capital Partners.
Principal Place of Business and Contact Information
The principal place of business for WCP Real Estate Fund V, L.P. is closely linked to Westport Capital Partners:
- Name of Issuer: WCP Real Estate Fund V, L.P.
- Street Address 1: C/O WESTPORT CAPITAL PARTNERS II, L.P.
- Street Address 2: 300 ATLANTIC STREET, SUITE 1110
- City: STAMFORD
- State/Province/Country: CONNECTICUT
- ZIP/Postal Code: 06901
- Phone Number of Issuer: (203) 429-8600
This address and phone number are also associated with Westport Capital Partners, highlighting the close relationship between the fund and its manager. Stamford, Connecticut, is a well-known location for financial firms and investment companies.
Related Persons: Key Individuals and Entities
Several related persons and entities are identified in the Form D, providing insights into the management structure of WCP Real Estate Fund V, L.P. and the role of Westport Capital Partners:
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WCP Real Estate Fund V GP, L.P.
- Street Address: 300 Atlantic Street, Suite 1110, Stamford, CONNECTICUT, 06901
- Relationship: General Partner
WCP Real Estate Fund V GP, L.P. acts as the General Partner for the fund. This entity is responsible for the operational and investment decisions of WCP Real Estate Fund V, L.P.
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Marc Porosoff
- Street Address: c/o Westport Capital Partners II, L.P., 300 Atlantic Street, Suite 1110, Stamford, CONNECTICUT, 06901
- Relationship: Executive Officer, General Counsel of the Investment Manager
Marc Porosoff, identified as General Counsel of the Investment Manager, is an executive officer involved with the fund. His association with Westport Capital Partners further solidifies the management link.
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Westport Capital Partners II, L.P.
- Street Address: 300 Atlantic Street, Suite 1110, Stamford, CONNECTICUT, 06901
- Relationship: Promoter, Investment Manager
Westport Capital Partners II, L.P. is explicitly named as the Investment Manager and Promoter. This confirms that Westport Capital Partners is the entity responsible for managing and promoting WCP Real Estate Fund V, L.P. Westport Capital Partners is a well-regarded private equity real estate firm, and their role as the investment manager is central to the fund’s operations.
Industry Group and Issuer Size
The Form D specifies the industry group and issuer size, offering more context about the fund’s focus and scale:
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Industry Group:
- Banking & Financial Services
- Investing
- Pooled Investment Fund
- Private Equity Fund
- Hedge Fund (Unmarked, but potentially relevant given Westport Capital Partners‘ broader activities)
- Pooled Investment Fund
- Investing
- Real Estate
This clearly defines WCP Real Estate Fund V, L.P. as a Pooled Investment Fund operating within the Private Equity and Real Estate sectors. Westport Capital Partners specializes in these areas, making this classification consistent with their expertise.
- Banking & Financial Services
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Issuer Size: Decline to Disclose
The issuer has chosen not to disclose their revenue range or aggregate net asset value range. However, given that it is a private equity real estate fund managed by Westport Capital Partners, it is likely to be a substantial entity.
Federal Exemption(s) and Exclusion(s) Claimed
The filing indicates the legal exemptions and exclusions claimed by the issuer under federal securities laws:
- Rule 506(b): This refers to a safe harbor under Regulation D, allowing for private offerings to an unlimited number of accredited investors and up to 35 non-accredited investors.
- Investment Company Act Section 3(c)(1): This exemption allows private funds, like WCP Real Estate Fund V, L.P., to avoid registration as an investment company if it has fewer than 100 beneficial owners and does not make a public offering.
These exemptions are standard for private investment funds and are crucial for Westport Capital Partners to operate WCP Real Estate Fund V, L.P. without the full regulatory burden of a registered investment company.
Type of Filing, Duration, and Securities Offered
Further details about the offering are provided in the Form D:
- Type of Filing: New Notice, with the Date of First Sale on 2020-10-15.
- Duration of Offering: Intends to last more than one year.
- Type(s) of Securities Offered: Equity, Pooled Investment Fund Interests.
This signifies that this Form D is for a new offering that commenced in October 2020 and is expected to continue for more than a year. The securities offered are equity interests in the pooled investment fund, typical for private equity fund structures managed by firms like Westport Capital Partners.
Business Combination Transaction and Minimum Investment
- Business Combination Transaction: No.
- Minimum Investment: $0 USD.
The offering is not related to a business combination, and notably, there is no minimum investment specified. A minimum investment of $0 might suggest flexibility or that it’s determined on a case-by-case basis, or it could be an error in the filing, though more likely indicates no strict minimum for certain investors.
Offering and Sales Amounts
- Total Offering Amount: Indefinite.
- Total Amount Sold: $40,350,000 USD.
- Total Remaining to be Sold: Indefinite.
The total offering amount is indefinite, meaning there is no fixed cap on the capital WCP Real Estate Fund V, L.P. seeks to raise. As of the filing date, $40,350,000 USD had been sold. The remaining amount to be sold is also indefinite, indicating an ongoing fundraising effort.
Investors and Expenses
- Number of Investors: 5.
- Sales Commissions & Finder’s Fees Expenses: $0 USD.
- Finders’ Fees: $0 USD.
- Use of Proceeds to Related Persons: $0 USD (excluding management fees disclosed in offering documents).
As of this filing, there were 5 investors in WCP Real Estate Fund V, L.P. No sales commissions or finder’s fees are reported, and no proceeds are directly paid to related persons listed in Item 3, although management fees as described in the fund’s documents are standard practice for Westport Capital Partners and similar firms.
Conclusion
This SEC Form D filing provides a structured snapshot of WCP Real Estate Fund V, L.P., and its relationship with Westport Capital Partners. It confirms that WCP Real Estate Fund V, L.P. is a private equity real estate fund managed by Westport Capital Partners. The fund is structured as a limited partnership, operating under specific exemptions from federal securities regulations, and is in the process of raising an indefinite amount of capital. The key individuals and entities listed, along with the business address, firmly link the fund’s activities to Westport Capital Partners, a significant player in the real estate private equity space. This filing serves as a formal notification to the SEC about this private offering and provides essential details for those tracking Westport Capital Partners‘ investment vehicles.
