Silverfleet European Development Fund Scsp Form D Filed 2018-08-08
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SECURITIES AND EXCHANGE COMMISSION FORM D Official notice of an offering of securities that is made without registration under the Securities Act in reliance on an exemption provided by Regulation D and Section 4(6) under the Act. Filing Date: 2018-08-08 SEC Accession No. 0001743529-18-000001 (HTML Version on secdatabase.com) FILER Silverfleet European Development Fund SCSp Mailing Address Business Address C/O SILVERFLEET CAPITAL C/O SILVERFLEET CAPITAL CIK:1743529| IRS No.: 981405434 | State of Incorp.:N4 | Fiscal Year End: 1231 PARTNERS LLP PARTNERS LLP Type: D | Act: 33 | File No.: 021-318770 | Film No.: 181001169 ONE CARTER LANE ONE CARTER LANE LONDON X0 EC4V 5ER LONDON X0 EC4V 5ER 44 0 20 7822 1000 Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL OMB Number: 3235-0076 Washington, D.C. 20549 June 30, Expires: FORM D 2012 Estimated average burden hours per 4.00 Notice of Exempt Offering of Securities response: 1. Issuer's Identity CIK (Filer ID Number) Previous Name(s) ☒ None Entity Type 0001743529 ☐Corporation Name of Issuer ☒ Limited Partnership Silverfleet European Development ☐ Limited Liability Company Fund SCSp Jurisdiction of Incorporation/ ☐ General Partnership Organization ☐ Business Trust LUXEMBOURG ☐Other Year of Incorporation/Organization ☐ Over Five Years Ago ☒ Within Last Five Years (Specify Year) 2017 ☐ Yet to Be Formed 2. Principal Place of Business and Contact Information Name of Issuer Silverfleet European Development Fund SCSp Street Address 1 Street Address 2 C/O SILVERFLEET CAPITAL PARTNERS LLP ONE CARTER LANE City State/Province/Country ZIP/Postal Code Phone No. of Issuer LONDON UNITED KINGDOM EC4V 5ER 44 (0) 20 7822 1000 3. Related Persons Last Name First Name Middle Name Silverfleet Capital (European Development) Luxembourg GP S.a. r.l. N/A Street Address 1 Street Address 2 c/o Silverfleet Capital Partners LLP One Carter Lane City State/Province/Country ZIP/Postal Code London UNITED KINGDOM EC4V 5ER Relationship: ☐ Executive Officer ☒ Director ☐ Promoter Clarification of Response (if Necessary) The general partner of the Issuer (the "General Partner"). Last Name First Name Middle Name Silverfleet Capital Partners LLP N/A Street Address 1 Street Address 2 One Carter Lane City State/Province/Country ZIP/Postal Code Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document London UNITED KINGDOM EC4V 5ER Relationship: ☐ Executive Officer ☒ Director ☐ Promoter Clarification of Response (if Necessary) The manager of the Issuer (the "Manager"). Last Name First Name Middle Name Harrison Andrew Street Address 1 Street Address 2 c/o Silverfleet Capital Partners LLP One Carter Lane City State/Province/Country ZIP/Postal Code London UNITED KINGDOM EC4V 5ER Relationship: ☒ Executive Officer ☐ Director ☐ Promoter Clarification of Response (if Necessary) Head of Investor Relations of the Manager. Last Name First Name Middle Name Yurkwich Adrian Street Address 1 Street Address 2 c/o Silverfleet Capital Partners LLP One Carter Lane City State/Province/Country ZIP/Postal Code London UNITED KINGDOM EC4V 5ER Relationship: ☒ Executive Officer ☐ Director ☐ Promoter Clarification of Response (if Necessary) Partner of the Manager. Last Name First Name Middle Name Jordan Darren Street Address 1 Street Address 2 c/o Silverfleet Capital Partners LLP One Carter Lane City State/Province/Country ZIP/Postal Code London UNITED KINGDOM EC4V 5ER Relationship: ☒ Executive Officer ☐ Director ☐ Promoter Clarification of Response (if Necessary) Partner of the Manager. Last Name First Name Middle Name MacDougall Neil Street Address 1 Street Address 2 c/o Silverfleet Capital Partners LLP One Carter Lane City State/Province/Country ZIP/Postal Code London UNITED KINGDOM EC4V 5ER Relationship: ☒ Executive Officer ☐ Director ☐ Promoter Clarification of Response (if Necessary) Managing Partner of the Manager. Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Last Name First Name Middle Name Whiley Gareth Street Address 1 Street Address 2 c/o Silverfleet Capital Partners LLP One Carter Lane City State/Province/Country ZIP/Postal Code London UNITED KINGDOM EC4V 5ER Relationship: ☒ Executive Officer ☐ Director ☐ Promoter Clarification of Response (if Necessary) Partner of the Manager. Last Name First Name Middle Name MacKenzie David Street Address 1 Street Address 2 c/o Silverfleet Capital Partners LLP One Carter Lane City State/Province/Country ZIP/Postal Code London UNITED KINGDOM EC4V 5ER Relationship: ☒ Executive Officer ☐ Director ☐ Promoter Clarification of Response (if Necessary) Partner of the Manager. 4. Industry Group ☐ Agriculture Health Care ☐ Retailing Banking & Financial Services ☐ Biotechnology ☐ Restaurants ☐ Commercial Banking ☐ Health Insurance Technology ☐ Insurance ☐ Hospitals & Physicians ☐ Computers ☐ Investing ☐ Pharmaceuticals ☐ Telecommunications ☐ Investment Banking ☐ Other Health Care ☐ Other Technology ☒ Pooled Investment Fund ☐ Manufacturing ☐ Hedge Fund Real Estate Travel ☒ Private Equity Fund ☐ Commercial ☐ Airlines & Airports ☐ Venture Capital Fund ☐ Construction ☐ Lodging & Conventions ☐ Other Investment Fund ☐ REITS & Finance ☐ Tourism & Travel Services *Is the issuer registered as an ☐ Residential ☐ Other Travel investment company under the ☐ Other Real Estate ☐ Other Investment Company Act of 1940? ☐ Yes ☒No ☐ Other Banking & Financial Services ☐ Business Services Energy ☐ Coal Mining ☐ Electric Utilities ☐ Energy Conservation ☐ Environmental Services ☐ Oil & Gas Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ☐ Other Energy 5. Issuer Size Revenue Range Aggregate Net Asset Value Range ☐ No Revenues ☐ No Aggregate Net Asset Value $1 - $1,000,000 ☐ $1 - $5,000,000 ☐ $1,000,001 - $5,000,000 ☐ $5,000,001 - $25,000,000 ☐ $5,000,001 - $25,000,000 ☐ $25,000,001 - $50,000,000 ☐ $25,000,001 - $100,000,000 ☐ $50,000,001 - $100,000,000 ☐ Over $100,000,000 ☐ Over $100,000,000 ☐ Decline to Disclose ☐ Decline to Disclose ☒ Not Applicable ☐ Not Applicable 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) ☐ Rule 504(b)(1) (not (i), (ii) or (iii)) ☐Rule 505 ☐ Rule 504 (b)(1)(i) ☐Rule 506 ☐ Rule 504 (b)(1)(ii) ☐Securities Act Section 4(6) ☐ Rule 504 (b)(1)(iii) ☒Investment Company Act Section 3(c) ☐Section 3(c)(1) ☐Section 3(c)(9) ☐Section 3(c)(2) ☐Section 3(c)(10) ☐Section 3(c)(3) ☐Section 3(c)(11) ☐Section 3(c)(4) ☐Section 3(c)(12) ☐Section 3(c)(5) ☐Section 3(c)(13) ☐Section 3(c)(6) ☐Section 3(c)(14) ☒Section 3(c)(7) 7. Type of Filing ☒ New Notice Date of First Sale ☒ First Sale Yet to Occur Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ☐ Amendment 8. Duration of Offering Does the Issuer intend this offering to last more than one year? ☐ Yes ☒ No 9. Type(s) of Securities Offered (select all that apply) ☒ Pooled Investment Fund Interests ☐ Equity ☐ Tenant-in-Common Securities ☐ Debt Option, Warrant or Other Right to Acquire Mineral Property Securities ☐ ☐ Another Security Security to be Acquired Upon Exercise of Option, Warrant or Other Other (describe) ☐ Right to Acquire Security ☐ 10. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, Yes No acquisition or exchange offer? ☐ ☒ Clarification of Response (if Necessary) 11. Minimum Investment Minimum investment accepted from any outside investor $ 0 USD 12. Sales Compensation Recipient Recipient CRD Number ☐ None Credit Suisse Asset Management Limited 113463 (Associated) Broker or Dealer ☐ None (Associated) Broker or Dealer CRD Number ☐ None Credit Suisse Securities (USA) LLC 816 Street Address 1 Street Address 2 One Cabot Square City State/Province/Country ZIP/Postal Code London UNITED KINGDOM E14 4QJ State(s) of Solicitation ☒ All States ☐ Foreign/Non-US 13. Offering and Sales Amounts Total Offering Amount $ 348,420,800 USD or ☐ Indefinite Total Amount Sold $ 0 USD Total Remaining to be Sold $ 348,420,800 USD or ☐ Indefinite Clarification of Response (if Necessary) Total Offering Amount reflects offering amounts of (1) Issuer and of (2) parallel partnership in an offshore offering to non- US persons. Offering in EUR converted to USD on August 8, 2018. Issuer is offering EUR 300 million in limited partner interests. 14. Investors Copyright © 2018 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document ☐ Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as 0 accredited investors, enter the total number of investors who already have invested in the offering: 15. Sales Commissions & Finders’ Fees Expenses Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount. Sales Commissions $ 0 USD ☒ Estimate Finders' Fees $ 0 USD ☒ Estimate Clarification of Response (if Necessary) Amount to be paid based upon a percentage of capital raised. 16.