This report analyzes a Form D filing submitted to the U.S. Securities and Exchange Commission (SEC) by Staple Street Capital III, L.P. Form D is a “notice of exempt offering of securities” that companies, like Staple Street Capital, are required to file when they raise capital through certain exempt offerings. This analysis breaks down the key information disclosed in the Form D, providing insights into Staple Street Capital III, L.P.’s recent activities for investors and those interested in private equity.
Understanding Form D and Exempt Offerings
Form D is a brief notice that companies file with the SEC when they are issuing securities without registering them under the Securities Act of 1933. These offerings are exempt from the standard registration requirements, often because they are made to accredited investors or under specific rules like Rule 506(b) or Rule 506(c) of Regulation D. Filing a Form D does not mean the SEC approves or reviews the offering for accuracy or completeness; it’s simply a notification. Investors should always conduct their own due diligence.
Staple Street Capital III, L.P.: Issuer Identity and Background
According to the Form D filed, the issuer is STAPLE STREET CAPITAL III, L.P., identified by CIK (Central Index Key) 0001827586. Staple Street Capital III, L.P. is registered as a Limited Partnership and was incorporated/organized in Delaware within the last five years, specifically in 2020. This indicates that Staple Street Capital III, L.P. is a relatively new entity, potentially a fund recently established to pursue investment strategies under the Staple Street Capital umbrella.
The principal place of business for Staple Street Capital III, L.P. is located at 1290 Avenue of the Americas, 10th Floor, New York, New York, 10104. The listed phone number is (212) 613-3100. This New York address is consistent with locations of other financial firms and private equity operations.
Key People Involved
The Form D names two related persons who are executive officers and promoters:
- Stephen D. Owens
- Hootan Yaghoobzadeh
Both individuals share the same business address as Staple Street Capital III, L.P., suggesting they are principals within the Staple Street Capital organization. Their roles as executive officers and promoters indicate they are likely involved in the management and fundraising activities of the fund.
Industry Group and Issuer Size
Staple Street Capital III, L.P. is classified under the Pooled Investment Fund industry group, specifically identified as a Private Equity Fund. This categorization is crucial as it defines the nature of Staple Street Capital III, L.P.’s operations: raising pooled investment funds to invest in private companies or assets. The filing further clarifies that the issuer is not registered as an investment company under the Investment Company Act of 1940, and is claiming exemptions under Section 3(c)(1) and Section 3(c)(7) of this act. These exemptions are common for private equity funds, typically allowing them to operate without the full regulatory burden of registered investment companies if they meet certain criteria, such as limiting investors to accredited investors and qualified purchasers.
In terms of issuer size, Staple Street Capital III, L.P. chose to decline to disclose their revenue range or aggregate net asset value range. This is permissible under Form D guidelines and is not uncommon for private investment funds which may prefer to keep specific financial details confidential.
Offering Details: Exemptions, Securities, and Duration
Staple Street Capital III, L.P. is claiming exemptions under Rule 506(b) of Regulation D and Section 3(c) of the Investment Company Act of 1940, specifically Sections 3(c)(1) and 3(c)(7). Rule 506(b) allows for private offerings to an unlimited number of accredited investors and up to 35 non-accredited investors, although it prohibits general solicitation or advertising. Section 3(c)(1) and 3(c)(7) exemptions under the Investment Company Act are critical for private funds, allowing them to avoid registration as investment companies if they meet certain investor and operational criteria.
The type of securities being offered includes Equity and Pooled Investment Fund Interests. This is consistent with the nature of a private equity fund raising capital from investors.
The Form D indicates this is a new notice and specifies that a First Sale is Yet to Occur. This suggests that Staple Street Capital III, L.P. is in the process of launching this fund and is beginning to raise capital. The offering is not intended to last more than one year, implying a specific fundraising window.
Offering and Sales Amounts, Minimum Investment, and Compensation
The Total Offering Amount is stated as $400,000,000 USD, although the clarification notes mention this is aggregated with a related parallel fund, and the general partner reserves the right to offer more or less. As of the filing date, the Total Amount Sold was $0 USD, and the Total Remaining to be Sold is $400,000,000 USD. This reinforces the indication that the fundraising is in its early stages.
The Minimum investment accepted from any outside investor is listed as $0 USD. While seemingly unusual, this could indicate flexibility in investment amounts or a placeholder value. It’s important to refer to the confidential offering materials for precise details on minimum investment requirements.
Sales Compensation is disclosed, with UBS Securities LLC (CRD Number 7654) listed as a recipient. This indicates that Staple Street Capital III, L.P. is using a placement agent to assist in distributing the fund interests. The filing specifies that placement agent fees are to be paid based on a fee schedule and offset against management fees. Sales Commissions and Finder’s Fees are estimated at $0 USD, likely because these are contingent and not yet finalized or are being offset.
Investors and Use of Proceeds
The Form D indicates that 0 investors have invested in the offering at the time of filing. This aligns with the “First Sale Yet to Occur” status. The filing confirms that securities may be sold to persons who do not qualify as accredited investors, though the number of such investors is not specified in this initial filing.
The Use of Proceeds section states $0 USD for payments to executive officers, directors, or promoters, but clarifies that this is an estimate. It’s further noted that the general partner is entitled to a performance allocation, and the investment manager to a management fee, detailed in the confidential offering materials. This is standard practice for private equity funds, where management and performance fees are key components of the fund structure.
Conclusion
This Form D filing provides a snapshot of Staple Street Capital III, L.P.’s exempt offering. Key takeaways include the fund’s recent formation in 2020, its focus as a private equity fund, a significant target offering amount of $400 million, and the involvement of experienced principals and a placement agent. For potential investors, this Form D is a starting point for further due diligence, emphasizing the need to review the confidential offering materials for comprehensive details on investment terms, risks, and fund strategy. Understanding Form D filings is crucial for navigating the landscape of private capital markets and assessing opportunities like those presented by Staple Street Capital.
