Subsequent Events |
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| Subsequent Events | |||||||||||||||||||||||||||||||||||||
| Subsequent Events | Note 5. Subsequent EventsA subsequent event is a significant event or transaction occurring between the balance sheet date and the issue date of the financial statements that could make the financial statements misleading if not recognized or disclosed. Unrecognized subsequent events consist of those events that provide evidence with respect to conditions that did not exist at the balance sheet date being reported on, but arose subsequent to that date. Management has evaluated subsequent events through November 13, 2026, the date these financial statements were issued, and has identified the following events that require disclosure: Closing of the Private Offering of Standard Fee Class-S and Standard Fee Class-I Shares and Concurrent Note Offering On October 30, 2026, Series II issued and sold 110 unregistered Standard Fee Class-S Shares (“S Shares”) and 110 Standard Fee Class-I Shares (“I Shares”) of limited partnership interest, $0.01 par value per share, for an aggregate offering price of approximately $5,592, reflecting a purchase price of $25.42 per S Share and $25.42 per I Share. The shares were issued and sold as follows:
The offer and sale of the S Shares and I Shares were made pursuant to purchase agreements entered into by the Partnership and each of approximately 220 separate investors. Concurrently, each investor acquired a promissory note co-issued by certain wholly-owned subsidiaries of the Partnership (collectively, the “Borrowers”), each with a principal amount of $1,000 and an aggregate principal amount of $220,000 (each a “Note” and collectively the “Notes”). The aggregate net proceeds received by the Borrowers in exchange for the issuance of the Notes was $152,000. The principal amount of each Note was $1,000 per Note. The Borrowers will pay interest on the unpaid principal amount of the Notes at a rate of 12.0% per annum per Note, payable semi-annually in arrears. The Notes have a 30-year term. Some or all of the Notes may be prepaid by the Borrowers at any time, in whole or in part, provided that (i) the Borrowers will pay on the date of such prepayment all accrued and unpaid interest due on such prepaid principal amount to and including the date of prepayment and (ii) if the first such prepayment occurs prior to the second anniversary of the issue date of the Notes, the Borrowers will pay on the date of such prepayment a one-time premium equal to $100 per Note. The Partnership issued the Class S shares and Class I shares, and the Borrowers issued the Notes, on October 30, 2026 in private placement transactions pursuant to certain exemptions under the Securities Act and the laws of the states and jurisdictions where any offering was made to investors who are “accredited investors” within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. Limited Partnership Agreement On October 30, 2026, the Partnership executed its Third Amended and Restated Limited Partnership Agreement, which amended and restated the Second Amended and Restated Limited Partnership Agreement, dated as of September 28, 2026. The amendment and restatement effects certain changes to reflect additional provisions related to future potential borrowings. |
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