Form D/A Sun Capital Partners Vii, L.p.

[Amend] Notice of Exempt Offering of Securities, items 06b, 3C, and 3C.7

Published: 2019-07-24 17:15:17
Submitted: 2019-07-24
Period Ending In: 2019-07-24
primary_doc.html


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SEC FORM D/A

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001740112
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
SUN CAPITAL PARTNERS VII, L.P.
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2018
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
SUN CAPITAL PARTNERS VII, L.P.
Street Address 1 Street Address 2
5200 TOWN CENTER CIRCLE, 4TH FLOOR
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
BOCA RATON FLORIDA 33486 (561) 394-0550

3. Related Persons

Last Name First Name Middle Name
LEDER MARC J.
Street Address 1 Street Address 2
5200 TOWN CENTER CIRCLE, 4TH FLOOR
City State/Province/Country ZIP/PostalCode
BOCA RATON FLORIDA 33486
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
KROUSE RODGER R.
Street Address 1 Street Address 2
5200 TOWN CENTER CIRCLE, 4TH FLOOR
City State/Province/Country ZIP/PostalCode
BOCA RATON FLORIDA 33486
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):


Last Name First Name Middle Name
EDWARDS SCOTT W.
Street Address 1 Street Address 2
5200 TOWN CENTER CIRCLE, 4TH FLOOR
City State/Province/Country ZIP/PostalCode
BOCA RATON FLORIDA 33486
Relationship: X Executive Officer    Director X Promoter

Clarification of Response (if Necessary):


4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
X Pooled Investment Fund
   Hedge Fund
X Private Equity Fund
   Venture Capital Fund
   Other Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes X No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Banking & Financial Services
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Banking & Financial Services
   Commercial
   Construction
   REITS & Finance
   Residential
   Other Real Estate
Retailing
Restaurants
Banking & Financial Services
   Computers
   Telecommunications
   Other Technology
Banking & Financial Services
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
Other

5. Issuer Size

Revenue Range OR 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
X 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 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
X 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)
X Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2018-07-20    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

X Equity X Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security    Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

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
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED 7691
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
222 BROADWAY, NY3-222-12-05
City State/Province/Country ZIP/Postal Code
NEW YORK NEW YORK 10038
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
X Foreign/non-US

Recipient
Recipient CRD Number    None
EVERCORE GROUP L.L.C. 42405
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
55 EAST 52ND STREET
City State/Province/Country ZIP/Postal Code
NEW YORK NEW YORK 10055
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
RHODE ISLAND
NEW YORK
GEORGIA
CALIFORNIA
VIRGINIA
OHIO
FLORIDA
MASSACHUSETTS
ARKANSAS
ILLINOIS
UTAH
CONNECTICUT
WEST VIRGINIA
DISTRICT OF COLUMBIA
KENTUCKY
ARIZONA
MONTANA
OREGON
LOUISIANA
WASHINGTON
NEW JERSEY
PUERTO RICO
ALASKA
ALABAMA
TEXAS
COLORADO
NORTH CAROLINA
PENNSYLVANIA

Recipient
Recipient CRD Number    None
M2O PRIVATE FUND ADVISORS LLC 158741
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
12 WATER STREET, SUITE 200
City State/Province/Country ZIP/Postal Code
WHITE PLAINS NEW YORK 10601
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ILLINOIS
NEW YORK
CONNECTICUT
OHIO
FLORIDA
CALIFORNIA
MASSACHUSETTS

13. Offering and Sales Amounts

Total Offering Amount $2,300,000,000 USD
or    Indefinite
Total Amount Sold $2,300,000,000 USD
Total Remaining to be Sold $0 USD
or    Indefinite

Clarification of Response (if Necessary):

Total amount sold includes amounts sold to the limited partners and the general partner.

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the 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 accredited investors, enter the total number of investors who already have invested in the offering:
257

15. Sales Commissions & Finder's 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
X Estimate
Finders' Fees $0 USD
X Estimate

Clarification of Response (if Necessary):

Placement agent fees to be paid based upon a fee schedule. Such fees are offset dollar-for-dollar against the management fees payable by the Issuer.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0 USD
X Estimate

Clarification of Response (if Necessary):

The general partner is entitled to a performance allocation and a management fee. The performance allocation and management fee are fully discussed in the Issuer's confidential offering materials.

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
SUN CAPITAL PARTNERS VII, L.P. /S/ MELISSA KLAFTER MELISSA KLAFTER VP, CFO & ASST. TREASURER OF THE GP OF THE GP OF THE ISSUER 2019-07-24

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.


primary_doc.xml
Schema Version:
X0708
Submission Type:
D/A
Test Or Live:
LIVE

Primary Issuer

Cik
0001740112
Entity Name
SUN CAPITAL PARTNERS VII, L.P.

Issuer Address

Street1
5200 TOWN CENTER CIRCLE, 4TH FLOOR
City
BOCA RATON
State Or Country
FL
State Or Country Description
FLORIDA
Zip Code
33486
Issuer Phone Number
(561) 394-0550
Jurisdiction Of Inc
CAYMAN ISLANDS
Issuer Previous Name List
None
Edgar Previous Name List
None
Entity Type
Limited Partnership

Year Of Inc

Within Five Years
true
Value
2018

Related Person Info

Related Person Name

First Name
MARC
Middle Name
J.
Last Name
LEDER

Related Person Address

Street1
5200 TOWN CENTER CIRCLE, 4TH FLOOR
City
BOCA RATON
State Or Country
FL
State Or Country Description
FLORIDA
Zip Code
33486

Relationship

0
Executive Officer
1
Promoter

Related Person Name

First Name
RODGER
Middle Name
R.
Last Name
KROUSE

Related Person Address

Street1
5200 TOWN CENTER CIRCLE, 4TH FLOOR
City
BOCA RATON
State Or Country
FL
State Or Country Description
FLORIDA
Zip Code
33486

Relationship

0
Executive Officer
1
Promoter

Related Person Name

First Name
SCOTT
Middle Name
W.
Last Name
EDWARDS

Related Person Address

Street1
5200 TOWN CENTER CIRCLE, 4TH FLOOR
City
BOCA RATON
State Or Country
FL
State Or Country Description
FLORIDA
Zip Code
33486

Relationship

0
Executive Officer
1
Promoter

Offering Data

Industry Group

Industry Group Type
Pooled Investment Fund

Investment Fund Info

Investment Fund Type
Private Equity Fund
Is40 Act
false
Issuer Size Revenue Range
Decline to Disclose

Item

0
06b
1
3C
2
3C.7

Type Of Filing

New Or Amendment

Is Amendment
true
Previous Accession Number
0001740112-19-000001
Date Of First Sale
2018-07-20
Duration Of Offering More Than One Year
false

Types Of Securities Offered

Is Equity Type
true
Is Pooled Investment Fund Type
true

Business Combination Transaction

Is Business Combination Transaction
false
Minimum Investment Accepted
0

Recipient

Recipient Name
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
Recipient C R D Number
7691
Associated B D Name
None
Associated B D C R D Number
None

Recipient Address

Street1
222 BROADWAY, NY3-222-12-05
City
NEW YORK
State Or Country
NY
State Or Country Description
NEW YORK
Zip Code
10038
States Of Solicitation List
All States
Foreign Solicitation
true
Recipient Name
EVERCORE GROUP L.L.C.
Recipient C R D Number
42405
Associated B D Name
None
Associated B D C R D Number
None

Recipient Address

Street1
55 EAST 52ND STREET
City
NEW YORK
State Or Country
NY
State Or Country Description
NEW YORK
Zip Code
10055

States Of Solicitation List

State

0
RI
1
NY
2
GA
3
CA
4
VA
5
OH
6
FL
7
MA
8
AR
9
IL
10
UT
11
CT
12
WV
13
DC
14
KY
15
AZ
16
MT
17
OR
18
LA
19
WA
20
NJ
21
PR
22
AK
23
AL
24
TX
25
CO
26
NC
27
PA

Description

0
RHODE ISLAND
1
NEW YORK
2
GEORGIA
3
CALIFORNIA
4
VIRGINIA
5
OHIO
6
FLORIDA
7
MASSACHUSETTS
8
ARKANSAS
9
ILLINOIS
10
UTAH
11
CONNECTICUT
12
WEST VIRGINIA
13
DISTRICT OF COLUMBIA
14
KENTUCKY
15
ARIZONA
16
MONTANA
17
OREGON
18
LOUISIANA
19
WASHINGTON
20
NEW JERSEY
21
PUERTO RICO
22
ALASKA
23
ALABAMA
24
TEXAS
25
COLORADO
26
NORTH CAROLINA
27
PENNSYLVANIA
Foreign Solicitation
false
Recipient Name
M2O PRIVATE FUND ADVISORS LLC
Recipient C R D Number
158741
Associated B D Name
None
Associated B D C R D Number
None

Recipient Address

Street1
12 WATER STREET, SUITE 200
City
WHITE PLAINS
State Or Country
NY
State Or Country Description
NEW YORK
Zip Code
10601

States Of Solicitation List

State

0
IL
1
NY
2
CT
3
OH
4
FL
5
CA
6
MA

Description

0
ILLINOIS
1
NEW YORK
2
CONNECTICUT
3
OHIO
4
FLORIDA
5
CALIFORNIA
6
MASSACHUSETTS
Foreign Solicitation
false

Offering Sales Amounts

Total Offering Amount
2300000000
Total Amount Sold
2300000000
Total Remaining
0
Clarification Of Response
Total amount sold includes amounts sold to the limited partners and the general partner.

Investors

Has Non Accredited Investors
false
Total Number Already Invested
257

Sales Commissions Finders Fees

Sales Commissions

Dollar Amount
0
Is Estimate
true

Finders Fees

Dollar Amount
0
Is Estimate
true
Clarification Of Response
Placement agent fees to be paid based upon a fee schedule. Such fees are offset dollar-for-dollar against the management fees payable by the Issuer.

Use Of Proceeds

Gross Proceeds Used

Dollar Amount
0
Is Estimate
true
Clarification Of Response
The general partner is entitled to a performance allocation and a management fee. The performance allocation and management fee are fully discussed in the Issuer's confidential offering materials.

Signature Block

Authorized Representative
false

Signature

Issuer Name
SUN CAPITAL PARTNERS VII, L.P.
Signature Name
/S/ MELISSA KLAFTER
Name Of Signer
MELISSA KLAFTER
Signature Title
VP, CFO & ASST. TREASURER OF THE GP OF THE GP OF THE ISSUER
Signature Date
2019-07-24
Additional Files
FileSequenceDescriptionTypeSize
0001740112-19-000002.txt   Complete submission text file   14653

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SEC CFR Title 17 of the Code of Federal Regulations.