Form D Pa Direct Credit Opportunities Fund Iii (offshore), L.p.

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

Published: 2019-10-15 15:59:25
Submitted: 2019-10-15
Period Ending In: 2019-10-15
primary_doc.html


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SEC FORM D

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
0001790553
   Corporation
X Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
   Other (Specify)

Name of Issuer
PA Direct Credit Opportunities Fund III (Offshore), 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
PA Direct Credit Opportunities Fund III (Offshore), L.P.
Street Address 1 Street Address 2
9 OLD KINGS HIGHWAY SOUTH
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
DARIEN CONNECTICUT 06820 (203) 662-3456

3. Related Persons

Last Name First Name Middle Name
PADCOF III GP, LLC n/a
Street Address 1 Street Address 2
9 Old Kings Highway South
City State/Province/Country ZIP/PostalCode
Darien CONNECTICUT 06820
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

The General Partner of the Issuer (the "GP").
Last Name First Name Middle Name
Portfolio Advisors, LLC n/a
Street Address 1 Street Address 2
9 Old Kings Highway South
City State/Province/Country ZIP/PostalCode
Darien CONNECTICUT 06820
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

The Investment Manager of the Issuer.
Last Name First Name Middle Name
Indelicato William J.
Street Address 1 Street Address 2
9 Old Kings Highway South
City State/Province/Country ZIP/PostalCode
Darien CONNECTICUT 06820
Relationship: X Executive Officer    Director    Promoter

Clarification of Response (if Necessary):

Managing Member of the General Partner of the Issuer.

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

X New Notice Date of First Sale 2019-09-30    First Sale Yet to Occur
   Amendment

8. Duration of Offering

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

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

   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
Equus Financial Consulting LLC 131449
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Equus Financial Consulting LLC 131449
Street Address 1 Street Address 2
78 Pine Street, Suite 101
City State/Province/Country ZIP/Postal Code
New Canaan CONNECTICUT 06840
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
   All States
   Foreign/non-US
ALABAMA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
FLORIDA
GEORGIA
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
TENNESSEE
TEXAS
UTAH
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN

Recipient
Recipient CRD Number    None
Stifel, Nicolaus & Company, Incorporated 793
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Stifel, Nicolaus & Company, Incorporated 793
Street Address 1 Street Address 2
501 North Broadway
City State/Province/Country ZIP/Postal Code
St. Louis MISSOURI 63102
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States
X All States
   Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount USD
or X Indefinite
Total Amount Sold $6,500,000 USD
Total Remaining to be Sold USD
or X Indefinite

Clarification of Response (if Necessary):

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:
6

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 $400,000 USD
   Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

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
   Estimate

Clarification of Response (if Necessary):

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
PA Direct Credit Opportunities Fund III (Offshore), L.P. /s/ William J. Indelicato William J. Indelicato Managing Director of the Investment Manager 2019-10-15

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
Test Or Live:
LIVE

Primary Issuer

Cik
0001790553
Entity Name
PA Direct Credit Opportunities Fund III (Offshore), L.P.

Issuer Address

Street1
9 OLD KINGS HIGHWAY SOUTH
City
DARIEN
State Or Country
CT
State Or Country Description
CONNECTICUT
Zip Code
06820
Issuer Phone Number
(203) 662-3456
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
n/a
Last Name
PADCOF III GP, LLC

Related Person Address

Street1
9 Old Kings Highway South
City
Darien
State Or Country
CT
State Or Country Description
CONNECTICUT
Zip Code
06820
Related Person Relationship List Relationship
Promoter
Relationship Clarification
The General Partner of the Issuer (the "GP").

Related Person Name

First Name
n/a
Last Name
Portfolio Advisors, LLC

Related Person Address

Street1
9 Old Kings Highway South
City
Darien
State Or Country
CT
State Or Country Description
CONNECTICUT
Zip Code
06820
Related Person Relationship List Relationship
Promoter
Relationship Clarification
The Investment Manager of the Issuer.

Related Person Name

First Name
William
Middle Name
J.
Last Name
Indelicato

Related Person Address

Street1
9 Old Kings Highway South
City
Darien
State Or Country
CT
State Or Country Description
CONNECTICUT
Zip Code
06820
Related Person Relationship List Relationship
Executive Officer
Relationship Clarification
Managing Member of the General Partner of the Issuer.

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
false
Date Of First Sale
2019-09-30
Duration Of Offering More Than One Year
true
Types Of Securities Offered Is Pooled Investment Fund Type
true

Business Combination Transaction

Is Business Combination Transaction
false
Minimum Investment Accepted
0

Recipient

Recipient Name
Equus Financial Consulting LLC
Recipient C R D Number
131449
Associated B D Name
Equus Financial Consulting LLC
Associated B D C R D Number
131449

Recipient Address

Street1
78 Pine Street, Suite 101
City
New Canaan
State Or Country
CT
State Or Country Description
CONNECTICUT
Zip Code
06840

States Of Solicitation List

State

0
AL
1
AZ
2
AR
3
CA
4
CO
5
CT
6
DE
7
FL
8
GA
9
ID
10
IL
11
IN
12
IA
13
KS
14
KY
15
LA
16
ME
17
MD
18
MA
19
MI
20
MN
21
MS
22
MO
23
MT
24
NV
25
NH
26
NJ
27
NM
28
NY
29
NC
30
ND
31
OH
32
OK
33
OR
34
PA
35
RI
36
SC
37
TN
38
TX
39
UT
40
VA
41
WA
42
WV
43
WI

Description

0
ALABAMA
1
ARIZONA
2
ARKANSAS
3
CALIFORNIA
4
COLORADO
5
CONNECTICUT
6
DELAWARE
7
FLORIDA
8
GEORGIA
9
IDAHO
10
ILLINOIS
11
INDIANA
12
IOWA
13
KANSAS
14
KENTUCKY
15
LOUISIANA
16
MAINE
17
MARYLAND
18
MASSACHUSETTS
19
MICHIGAN
20
MINNESOTA
21
MISSISSIPPI
22
MISSOURI
23
MONTANA
24
NEVADA
25
NEW HAMPSHIRE
26
NEW JERSEY
27
NEW MEXICO
28
NEW YORK
29
NORTH CAROLINA
30
NORTH DAKOTA
31
OHIO
32
OKLAHOMA
33
OREGON
34
PENNSYLVANIA
35
RHODE ISLAND
36
SOUTH CAROLINA
37
TENNESSEE
38
TEXAS
39
UTAH
40
VIRGINIA
41
WASHINGTON
42
WEST VIRGINIA
43
WISCONSIN
Foreign Solicitation
false
Recipient Name
Stifel, Nicolaus & Company, Incorporated
Recipient C R D Number
793
Associated B D Name
Stifel, Nicolaus & Company, Incorporated
Associated B D C R D Number
793

Recipient Address

Street1
501 North Broadway
City
St. Louis
State Or Country
MO
State Or Country Description
MISSOURI
Zip Code
63102
States Of Solicitation List
All States
Foreign Solicitation
false

Offering Sales Amounts

Total Offering Amount
Indefinite
Total Amount Sold
6500000
Total Remaining
Indefinite

Investors

Has Non Accredited Investors
false
Total Number Already Invested
6

Sales Commissions Finders Fees

Sales Commissions Dollar Amount
400000
Finders Fees Dollar Amount
0

Use Of Proceeds

Gross Proceeds Used Dollar Amount
0

Signature Block

Authorized Representative
false

Signature

Issuer Name
PA Direct Credit Opportunities Fund III (Offshore), L.P.
Signature Name
/s/ William J. Indelicato
Name Of Signer
William J. Indelicato
Signature Title
Managing Director of the Investment Manager
Signature Date
2019-10-15
Additional Files
FileSequenceDescriptionTypeSize
0001790553-19-000002.txt   Complete submission text file   13936

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