SEC filing record
Primary Source · SEC.gov

SOF-XI VIP Offshore, L.P.

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

$5.6B

Investors

71

Min Invest

None stated

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What this filing shows

·

Every sentence is a value as filed on SEC Form D

SOF-XI VIP Offshore, L.P. is a Ontario, Canada limited partnership organized in 2016 that first filed a Form D on September 14, 2016 and most recently amended it on September 18, 2017, describing itself as a other investment fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(7) and covers equity and pooled investment fund interests. SOF-XI VIP Offshore, L.P. reported $5,594,929,000 sold from 71 investors of a $6,000,000,000 total offering as of the Form D filed September 18, 2017. The filing states that the figure is combined across related vehicles, so it is not this entity's figure alone. 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 J.P. Morgan Securities LLC (CRD 79), associated with None; Horseneck Capital Advisors LLC, associated with None; Rhea Capital Partners LLP, associated with None; OUISA CAPITAL LLC (CRD 102840), associated with None and 5 others as recipients of sales compensation soliciting in all states. Sales commissions are reported as $35,194,303 and finders' fees as $0. Form D allows these to be estimates. The issuer's address of record is 591 West Putnam Ave., Greenwich, CT 06830.

Critical Disclosures

What the filings and the regulators have said about this entity that a reader should know first. Each line links to its source. The history, the same event across other issuers, and alerts are in the terminal.

Reporting lapsed · Form D · last filing September 18, 2017

Offering declared to continue beyond a year; annual amendment 13+ months overdue An issuer that stops filing is the case the going-concern flag cannot catch: the report that would have carried it was never filed.

Timeline
Each line is a fact as filed. The history behind it, the same event across other issuers, and an alert on the next one:Open in the terminal Watch this issuer

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001684495
Entity NameSOF-XI VIP Offshore, L.P.
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 OrganizationOntario, Canada
Year Organized2016
Issuer Address591 West Putnam Ave., Greenwich, CT 06830
Phone(203) 422-7700
Industry / Fund TypePooled Investment Fund · Other Investment Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypeEquity, Pooled investment fund interests
First Sale DateSeptember 15, 2016
Filing DateSeptember 18, 2017
Accession Number0001684590-17-000001
Total Offering Amount$6,000,000,000
Total Amount Sold$5,594,929,000
Amount Remaining$405,071,000
Amount Sold NoteCombined figure across related vehicles: Includes amounts in respect of Issuer's parallel entities. The general partner reserves the right to offer a greater or lesser amount of limited partner interests.
Total Investors71
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationIntended to last more than one year
Sales Commissions$35,194,303 (to J.P. Morgan Securities LLC and 8 others)
Finders' Fees$0
Net Asset Value RangeDecline to Disclose
State (Issuer Address)CT
Amendment Count2 filings on record

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

In the Terminal

Filing events

0

none on file

Critical / warning

0 / 0

0 watch · 0 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

dark

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Fund family Part of the SOF- VIP family: 9 vehicles across 3 generations · full family and the filing behind each link in the terminal

Investor

  • The full fund family and any related vehicles (parallel, feeder, successor, sibling series) with the filing that shows each link
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

Pro

  • This issuer against its cohort: rank by velocity and share raised among offerings filed the same quarter
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Counts and dates above are the free record. The values, the series and the comparisons are the seat. Loading your view…

Adviser of Record (Form ADV)

Starwood Capital Group Management, L.L.C.

CRD 110148 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a real estate fund

Auditor named on Form ADV: PricewaterhouseCoopers LLP · PCAOB-registered per the adviser

From the adviser's Form ADV as loaded from the SEC bulk data, joined on this issuer's Form D file number. Fund-level figures and the adviser's full fund roster are in the terminal.

Related Persons (Form D)

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

Jeffrey G. Dishner

Executive Officer · Greenwich, CT

Executive officer of GP of Member of GP of Issuer

Christopher D. Graham

Executive Officer · Greenwich, CT

Executive officer of GP of Member of GP of Issuer

Lanhee D. Yung

Promoter · Greenwich, CT

Promoter of the Issuer

Ellis F. Rinaldi

Executive Officer · Greenwich, CT

Executive officer of GP of Member of GP of Issuer

Jerome C. Silvey

Executive Officer · Greenwich, CT

Executive officer of GP of Member of GP of Issuer

Barry S. Sternlicht

Executive Officer · Greenwich, CT

Executive officer of GP of Member of GP of Issuer

James S. Broder

Promoter · Greenwich, CT

Promoter of the Issuer

John S. McCarthy

Promoter · Greenwich, CT

Promoter of the Issuer

Tom S. Bowers

Executive Officer · Greenwich, CT

Executive officer of GP of Member of GP of Issuer

Placement Agents and Sales Compensation (Form D)

Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.

J.P. Morgan Securities LLCCRD 79 on BrokerCheck

Associated broker-dealer: None · New York, NY · Soliciting in all states

Horseneck Capital Advisors LLC

Associated broker-dealer: None · Greenwich, CT and outside the United States

Rhea Capital Partners LLP

Associated broker-dealer: None · London, X0 and outside the United States

OUISA CAPITAL LLCCRD 102840 on BrokerCheck

Associated broker-dealer: None · New York, NY · Soliciting in all states

ROAM Capital

Associated broker-dealer: None · Bogota, F8 and outside the United States

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEDCRD 7691 on BrokerCheck

Associated broker-dealer: None · New York, NY · Soliciting in all states

Further Capital Partners Ltd.

Associated broker-dealer: None · Toronto, A6 and outside the United States

BDO Ziv Haft Consulting Group Ltd.

Associated broker-dealer: None · Tel Aviv, L3 and outside the United States

Greenhill & Co., LLCCRD 40290 on BrokerCheck

Associated broker-dealer: None · NEW YORK, NY · Soliciting in all states

Questions About SOF-XI VIP Offshore, L.P.

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

What is SOF-XI VIP Offshore, L.P.?

SOF-XI VIP Offshore, L.P. is a Ontario, Canada limited partnership organized in 2016 that filed a Form D with the SEC on September 18, 2017 as a other investment fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of equity and pooled investment fund interests.

Is SOF-XI VIP Offshore, L.P. legit?

AltStreet does not rate legitimacy; it reports the public record. SOF-XI VIP Offshore, L.P. filed a Form D with the SEC on September 18, 2017 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 $5,594,929,000 sold to 71 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 SOF-XI VIP Offshore, L.P. 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 SOF-XI VIP Offshore, L.P. 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 SOF-XI VIP Offshore, L.P. raised?

SOF-XI VIP Offshore, L.P. reported $5,594,929,000 sold from 71 investors of a $6,000,000,000 total offering as of the Form D filed September 18, 2017. The filing states that the figure is combined across related vehicles, so it is not this entity's figure alone.

Who can invest in SOF-XI VIP Offshore, L.P.?

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 SOF-XI VIP Offshore, L.P.?

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 SOF-XI VIP Offshore, L.P. and how are they paid?

The Form D names J.P. Morgan Securities LLC (CRD 79), associated with None; Horseneck Capital Advisors LLC, associated with None; Rhea Capital Partners LLP, associated with None; OUISA CAPITAL LLC (CRD 102840), associated with None and 5 others as recipients of sales compensation soliciting in all states. Sales commissions are reported as $35,194,303 and finders' fees as $0. Form D allows these to be estimates.

Who is behind SOF-XI VIP Offshore, L.P.?

The Form D lists 9 related persons: Jeffrey G. Dishner, executive officer (Executive officer of GP of Member of GP of Issuer); Christopher D. Graham, executive officer (Executive officer of GP of Member of GP of Issuer); Lanhee D. Yung, promoter (Promoter of the Issuer); Ellis F. Rinaldi, executive officer (Executive officer of GP of Member of GP of Issuer); Jerome C. Silvey, executive officer (Executive officer of GP of Member of GP of Issuer); Barry S. Sternlicht, executive officer (Executive officer of GP of Member of GP of Issuer); James S. Broder, promoter (Promoter of the Issuer); John S. McCarthy, promoter (Promoter of the Issuer), and 1 more. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is SOF-XI VIP Offshore, L.P. located?

The issuer's address on its SEC filings is 591 West Putnam Ave., Greenwich, CT 06830. Its phone number of record is 203-422-7700. It is organized under the laws of Ontario, Canada.

How long is the SOF-XI VIP Offshore, L.P. offering open?

The issuer indicated that the offering is intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open; 1 amendment is on record for this CIK.

How large is SOF-XI VIP Offshore, L.P.?

The issuer declined to disclose its net asset value 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.