NB Crossroads Private Markets Fund VI Custody LP Form POS AMI Filed
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SECURITIES AND EXCHANGE COMMISSION FORM POS AMI Post-effective amendments to 40 Act only filings Filing Date: 2019-07-26 SEC Accession No. 0001140361-19-013506 (HTML Version on secdatabase.com) FILER NB Crossroads Private Markets Fund VI Custody LP Mailing Address Business Address 325 NORTH SAINT PAUL 325 NORTH SAINT PAUL CIK:1774376| IRS No.: 000000000 | State of Incorp.:DE | Fiscal Year End: 0331 STREET STREET Type: POS AMI | Act: 40 | File No.: 811-23442 | Film No.: 19978516 49TH FLOOR 49TH FLOOR DALLAS TX 75201 DALLAS TX 75201 (212) 476-8800 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 26, 2019 Investment Company Act File No. 811-23442 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-2 (CHECK APPROPRIATE BOX OR BOXES) ☒ REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 ☒ Amendment No. 1 NB CROSSROADS PRIVATE MARKETS FUND VI CUSTODY LP (Exact name of Registrant as specified in Charter) 325 North Saint Paul Street, 49th Floor Dallas, Texas 75201 (Address of principal executive offices) Registrants Telephone Number, including Area Code: (212) 476-8800 Corey Issing Neuberger Berman Investment Advisers LLC 1290 Avenue of the Americas New York, NY 10104 (Name and address of agent for service) COPY TO: Nicole M. Runyan, Esq. Proskauer Rose LLP Eleven Times Square New York, NY 10036 This Registration Statement of NB Crossroads Private Markets Fund VI Custody LP (the Registrant) has been filed by Registrant pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the 1940 Act). Limited partnership interests in the Registrant (Interests) are not being registered under the Securities Act of 1933, as amended (the Securities Act), and will be issued solely in private placement transactions that do not involve any public offering within the meaning of Section 4(a)(2) of the Securities Act. Investments in the Registrant may only be made by entities or persons that are both (i) accredited investors within the meaning of Regulation D under the Securities Act and (ii) qualified clients as defined in Rule 205-3 under the Investment Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Advisers Act of 1940, as amended (the Advisers Act). This Registration Statement does not constitute an offer to sell, or the solicitation of any offer to buy, Interests in the Registrant. Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM NB CROSSROADS PRIVATE MARKETS FUND VI CUSTODY LP Offering of Limited Partnership Interests July 2019 THE INFORMATION CONTAINED IN THIS CONFIDENTIAL PRIVATE OFFERING MEMORANDUM (THE OFFERING MEMORANDUM) IS QUALIFIED IN ITS ENTIRETY BY THE REGISTRATION STATEMENT ON FORM N-2, AS AMENDED, FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (SEC), AS DESCRIBED BELOW UNDER REGISTRATION STATEMENT. Neuberger Berman Investment Advisers LLC (the Investment Adviser), an affiliate of Neuberger Berman Group LLC, is offering to suitable investors (the Investors) interests in NB Crossroads Private Markets Fund VI Custody LP, a limited partnership organized under the laws of Delaware (the Fund). NB Crossroads PMF VI GP LLC (the General Partner) serves as the general partner of the Fund. The Fund invests all or substantially all of its assets in NB Crossroads Private Markets Fund VI Holdings LP (the Master Fund) as part of a master/feeder fund structure. The Investment Adviser has engaged NB Alternatives Advisers LLC (the Sub-Adviser and, together with the Investment Adviser, the Adviser) to make all investment decisions with respect to the Master Fund. The Investment Adviser may form one or more additional feeder funds or parallel vehicles from time to time. The Fund is offering limited partnership interests (the Interests) on a private placement basis to suitable investors. Interests are being offered only to persons or entities that are both accredited investors as defined in Section 501(a) of Regulation D under the Securities Act of 1933, as amended (the Securities Act), and qualified clients as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended (the Advisers Act), in private placement transactions that do not involve any public offering within the meaning of Section 4(a)(2) of, and/or Regulation D under, the Securities Act. The Investment Adviser is seeking commitments to the Master Fund in the aggregate of $350 million (or higher, in the discretion of the Investment Adviser). The minimum capital commitment (Commitment) to the Fund will be $50,000 although the Board of Directors of the Fund reserves the right to accept Commitments of lesser amounts in its discretion. An Investors Commitment will be drawn down pursuant to the terms detailed herein. See Section III – Summary of Offering Terms for other offering terms and a more extensive description of the Limited Partnership Agreement of the Fund (the Partnership Agreement). The Fund will remain in existence for a period of approximately ten years, subject to two one-year extensions, which may be approved by the Board of Directors of the Fund. Further extensions thereafter must be approved by a majority-in-interest of the Investors. An investment in the Fund is speculative with a substantial risk of loss. No market for the Interests exists or is expected to develop and an investment in the Fund is only suitable for Investors who have no need for liquidity in the investment. The transfers of Interests may be made only with the prior written consent of the Board of Directors of the Fund, which may be withheld in the Boards sole discretion. See Section XI – Risk Factors and Potential Conflicts of Interest for special considerations relevant to an investment in the Interests. •The Interests are not listed on any securities exchange, and it is not anticipated that a secondary market for the Interests will develop. The Fund may provide liquidity through periodic tender offers to repurchase a limited amount of the Fund’s Interests. However, the Fund currently does not expect to offer to repurchase Interests. •An investment in the Fund may not be suitable for investors who may need the money they invested in a specified timeframe. • The amount of distributions that the Fund may pay, if any, is uncertain. IN MAKING AN INVESTMENT DECISION, PROSPECTIVE INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE FUND AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE INTERESTS HAVE NOT BEEN RECOMMENDED, APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY. NONE OF THE FOREGOING AUTHORITIES HAVE PASSED UPON, OR ENDORSED, THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. i Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS THE INTERESTS HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE SEC UNDER THE SECURITIES ACT, OR UNDER THE SECURITIES LAWS OF ANY STATES, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH STATE LAWS. THE INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREUNDER. THERE IS NO PUBLIC OR OTHER MARKET FOR THE INTERESTS, NOR IS IT LIKELY THAT ANY SUCH MARKET WILL DEVELOP. THEREFORE, PROSPECTIVE INVESTORS MUST EXPECT TO BE REQUIRED TO RETAIN OWNERSHIP OF THE INTERESTS AND BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR THE TERM OF THE FUND. IN ADDITION, THE FUNDS PARTNERSHIP AGREEMENT CONTAINS RESTRICTIONS ON TRANSFER AND RESALE OF THE INTERESTS OFFERED HEREBY. THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, A SECURITY IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN THAT JURISDICTION. NO PERSON HAS BEEN AUTHORIZED IN CONNECTION WITH THIS OFFERING TO GIVE ANY INFORMATION OR MAKE REPRESENTATIONS OTHER THAN AS CONTAINED IN THIS OFFERING MEMORANDUM. NO PROSPECTIVE INVESTOR SHOULD CONSIDER OR RELY UPON ANY REPRESENTATION OR INFORMATION NOT SPECIFICALLY CONTAINED HEREIN, AS NO SUCH EXTRANEOUS REPRESENTATION OR WARRANTY HAS BEEN AUTHORIZED BY THE FUND, THE INVESTMENT ADVISER OR ANY AFFILIATE THEREOF. FURTHERMORE, IN THE EVENT THAT ANY OF THE TERMS, CONDITIONS OR OTHER PROVISIONS OF THE PARTNERSHIP AGREEMENT ARE INCONSISTENT WITH OR CONTRARY TO THE DESCRIPTIONS OR TERMS IN THIS OFFERING MEMORANDUM, THE PARTNERSHIP AGREEMENT WILL CONTROL. PROSPECTIVE INVESTORS ARE EXPECTED TO CONDUCT THEIR OWN INQUIRIES INTO THE BUSINESSES AND OPERATIONS OF THE FUND, THE INVESTMENT ADVISER AND THEIR AFFILIATES. THE CONTENTS OF THIS OFFERING MEMORANDUM ARE NOT TO BE CONSTRUED AS LEGAL, TAX OR INVESTMENT ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN ADVISOR(S) AS TO LEGAL, TAX, BUSINESS AND RELATED MATTERS CONCERNING THIS INVESTMENT. THIS OFFERING MEMORANDUM IS CONFIDENTIAL AND CONSTITUTES AN OFFER ONLY TO THE OFFEREE HEREOF. DELIVERY OF THIS OFFERING MEMORANDUM TO ANYONE OTHER