SEC filing record
Primary Source · SEC.gov

TCI Real Estate Partners Fund II LP

Fund Vehicle2016 vintageRule 506(b), Section 3(c), Section 3(c)(7)Filing record

Built from the SEC filing index the day the filing landed. The figures below are the issuer's own from Form D; AltStreet's analysis, sponsor link and data flags follow when the entity is enriched.

Raised

$228M

Investors

16

Min Invest

None stated

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

TCI Real Estate Partners Fund II LP is a Delaware limited partnership organized in 2016 that filed a Form D with the SEC on June 8, 2016, describing itself as a private equity fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(7) and covers pooled investment fund interests. TCI Real Estate Partners Fund II LP reported $227,700,000 sold from 16 investors in an offering of indefinite size as of the Form D filed June 8, 2016. The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated. The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates. The issuer's address of record is C/O Tci Investments (Us) Inc., 623 Fifth Avenue, Suite 2603, New York, NY 10022.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001676298
Entity NameTCI Real Estate Partners Fund II LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company. Section 3(c)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Partnership
Jurisdiction of OrganizationDelaware
Year Organized2016
Issuer AddressC/O Tci Investments (Us) Inc., 623 Fifth Avenue, Suite 2603, New York, NY 10022
Phone(212) 461-3237
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypePooled investment fund interests
First Sale DateMay 27, 2016
Filing DateJune 8, 2016
Accession Number0000902664-16-007293
Total Offering AmountIndefinite
Total Amount Sold$227,700,000
Total Investors16
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0
Finders' Fees$0
Revenue RangeDecline to Disclose
State (Issuer Address)NY
Amendment CountOriginal filing only

Filings on Record

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In the Terminal

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Statements extracted

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NAV prints

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none on file

Offering chains

1

lapsed

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Fund family Part of the TCI Real Estate Partners Fund family: 6 vehicles across 3 generations · adviser of record Tci Fund Management Limited · full family and the filing behind each link in the terminal

Investor

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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

TCI Real Estate General Partner II Limited

Executive Officer · New York, NY

General Partner

David DeRosa

Executive Officer · New York, NY

Director of the General Partner

Martin Frass-Ehrfeld

Executive Officer · New York, NY

Director of the General Partner

Linburgh Martin

Executive Officer · New York, NY

Director of the General Partner

TCI Fund Management Limited

Promoter · London, X0

Investment Manager

Questions About TCI Real Estate Partners Fund II LP

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is TCI Real Estate Partners Fund II LP?

TCI Real Estate Partners Fund II LP is a Delaware limited partnership organized in 2016 that filed a Form D with the SEC on June 8, 2016 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of pooled investment fund interests.

Is TCI Real Estate Partners Fund II LP legit?

AltStreet does not rate legitimacy; it reports the public record. TCI Real Estate Partners Fund II LP filed a Form D with the SEC on June 8, 2016 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $227,700,000 sold to 16 investors. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is TCI Real Estate Partners Fund II LP registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that TCI Real Estate Partners Fund II LP claimed Rule 506(b), Section 3(c), Section 3(c)(7) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has TCI Real Estate Partners Fund II LP raised?

TCI Real Estate Partners Fund II LP reported $227,700,000 sold from 16 investors in an offering of indefinite size as of the Form D filed June 8, 2016.

Who can invest in TCI Real Estate Partners Fund II LP?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated.

What is the minimum investment in TCI Real Estate Partners Fund II LP?

The Form D lists the minimum investment as $0, which means the issuer did not state a minimum on the form. The offering documents, not the Form D, set the actual subscription terms.

Who is selling TCI Real Estate Partners Fund II LP and how are they paid?

The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.

Who is behind TCI Real Estate Partners Fund II LP?

The Form D lists 5 related persons: TCI Real Estate General Partner II Limited, executive officer (General Partner); David DeRosa, executive officer (Director of the General Partner); Martin Frass-Ehrfeld, executive officer (Director of the General Partner); Linburgh Martin, executive officer (Director of the General Partner); TCI Fund Management Limited, promoter (Investment Manager). Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is TCI Real Estate Partners Fund II LP located?

The issuer's address on its SEC filings is C/O Tci Investments (Us) Inc., 623 Fifth Avenue, Suite 2603, New York, NY 10022. Its phone number of record is (212) 461-3237. It is organized under the laws of Delaware.

How long is the TCI Real Estate Partners Fund II LP offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open, and no amendment is on record yet.

How large is TCI Real Estate Partners Fund II LP?

The issuer declined to disclose its revenue range on the Form D, which the form permits.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.