SEC filing record
Primary Source · SEC.gov

NGP NATURAL RESOURCES XII, L.P.

Fund Vehicle2017 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

$3.2B

Investors

181

Min Invest

None stated

AltStreet Verified Issuer badge

Is this your company or fund? Claim this page free, or verify it and carry the Verified Issuer mark.

What this filing shows

·

Every sentence is a value as filed on SEC Form D

NGP NATURAL RESOURCES XII, L.P. is a Delaware limited partnership organized in 2017 that first filed a Form D on July 28, 2017 and most recently amended it on July 27, 2018, describing itself as a private equity fund. The offering claims Rule 506(b), Section 3(c), Section 3(c)(7) and covers equity and pooled investment fund interests. NGP NATURAL RESOURCES XII, L.P. reported $3,222,261,054 sold from 181 investors of a $5,325,000,000 total offering as of the Form D filed July 27, 2018. 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 TCG SECURITIES, L.L.C. (CRD 154788), associated with None; MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (CRD 7691), associated with None; MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC (CRD 105067), associated with None as recipients of sales compensation soliciting in all states. 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 5221 N. O'Connor Boulevard, Suite 1100, Irving, TX 75039.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0001713141
Entity NameNGP NATURAL RESOURCES XII, 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 OrganizationDelaware
Year Organized2017
Issuer Address5221 N. O'Connor Boulevard, Suite 1100, Irving, TX 75039
Phone(972) 432-1440
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypeEquity, Pooled investment fund interests
First Sale DateJuly 31, 2017
Filing DateJuly 27, 2018
Accession Number0001713141-18-000001
Total Offering Amount$5,325,000,000
Total Amount Sold$3,222,261,054
Amount Remaining$2,102,738,946
Amount Sold NoteCombined figure across related vehicles: THE GENERAL PARTNER (GP) OF THE ISSUER RESERVES THE RIGHT TO OFFER A GREATER OR LESSER AMOUNT OF LP INTERESTS. THE TOTAL OFFERING AMOUNT LISTED ABOVE IS AGGREGATED BETWEEN THE ISSUER, ITS PARALLEL FUND AND INCLUDES THE GP'S COMMITMENT.
Total Investors181
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0 (to TCG SECURITIES, L.L.C. and 2 others)
Finders' Fees$0
Revenue RangeDecline to Disclose
State (Issuer Address)TX
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

lapsed

Open in the terminal Watch this issuerInvestor $149/mo unlocks the values; Pro $349/mo adds the universe.

Fund family Part of the NGP Natural Resources family: 3 vehicles across 3 generations · adviser of record Ngp · 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
  • The dated record: 24 facts with source, effective date and capture date, viewable as AltStreet knew them on any past day
  • 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
  • The same events, statements and NAV moves across every issuer, screenable, with unlimited watches and CSV

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)

Ngp

CRD 160729 · SEC-registered adviser · lists this fund on Schedule D 7.B.(1) as a private equity fund

Auditor named on Form ADV: Ernst & Young 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.

Item 3 changed on the Form D filed 2018-07-27: 0 related persons added and 1 removed against the filing of 2017-07-28; 4 now listed. The names are in the Terminal feed.

ANTHONY R. WEBER

Executive Officer, Promoter · IRVING, TX

CHRISTOPHER G. CARTER

Executive Officer, Promoter · IRVING, TX

JILL W. LAMPERT

Executive Officer, Promoter · IRVING, TX

CRAIG S. GLICK

Executive Officer, Promoter · IRVING, TX

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.

TCG SECURITIES, L.L.C.CRD 154788 on BrokerCheck

Associated broker-dealer: None · WASHINGTON, DC · Soliciting in all states

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

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

MERRILL LYNCH ALTERNATIVE INVESTMENTS LLCCRD 105067 on BrokerCheck

Associated broker-dealer: None · NEW YORK, NY · Soliciting in DE, MA, NC, NY

Questions About NGP NATURAL RESOURCES XII, 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 NGP NATURAL RESOURCES XII, L.P.?

NGP NATURAL RESOURCES XII, L.P. is a Delaware limited partnership organized in 2017 that filed a Form D with the SEC on July 27, 2018 as a private equity 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 NGP NATURAL RESOURCES XII, L.P. legit?

AltStreet does not rate legitimacy; it reports the public record. NGP NATURAL RESOURCES XII, L.P. filed a Form D with the SEC on July 27, 2018 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 $3,222,261,054 sold to 181 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 NGP NATURAL RESOURCES XII, 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 NGP NATURAL RESOURCES XII, 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 NGP NATURAL RESOURCES XII, L.P. raised?

NGP NATURAL RESOURCES XII, L.P. reported $3,222,261,054 sold from 181 investors of a $5,325,000,000 total offering as of the Form D filed July 27, 2018. The filing states that the figure is combined across related vehicles, so it is not this entity's figure alone.

Who can invest in NGP NATURAL RESOURCES XII, 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 NGP NATURAL RESOURCES XII, 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 NGP NATURAL RESOURCES XII, L.P. and how are they paid?

The Form D names TCG SECURITIES, L.L.C. (CRD 154788), associated with None; MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (CRD 7691), associated with None; MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC (CRD 105067), associated with None as recipients of sales compensation soliciting in all states. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.

Who is behind NGP NATURAL RESOURCES XII, L.P.?

The Form D lists 4 related persons: ANTHONY R. WEBER, executive officer, promoter; CHRISTOPHER G. CARTER, executive officer, promoter; JILL W. LAMPERT, executive officer, promoter; CRAIG S. GLICK, executive officer, promoter. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is NGP NATURAL RESOURCES XII, L.P. located?

The issuer's address on its SEC filings is 5221 N. O'Connor Boulevard, Suite 1100, Irving, TX 75039. Its phone number of record is (972) 432-1440. It is organized under the laws of Delaware.

How long is the NGP NATURAL RESOURCES XII, L.P. 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; 1 amendment is on record for this CIK.

How large is NGP NATURAL RESOURCES XII, L.P.?

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

AltStreet Verified Issuer badge

Is this your company or fund?

Free claim: add your contact details, website, team and a description to this page. The filed facts stay as filed.

Verified Issuer, $480 a year: AltStreet checks the identity of your company and the authority of the person claiming it against your filings, confirms your contact details on a stated date and again at each renewal, and marks the page so people researching you find a current, attributed profile beside the public filing record. It is not a review of any offering.

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.