EDGAR System rendering: Notice of an Exempt Offering of Securities
FORM D
Notice of Exempt Offering of Securities
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
OMB APPROVAL
OMB Number: 3235-0076
Expires: June 30, 2012
Estimated Average burden hours per response: 4.0
1. Issuer's Identity
CIK (Filer ID Number)
Previous Name(s)
None
Entity Type
0001535726
Corporation
Limited Partnership
Limited Liability Company
General Partnership
Business Trust
Other
Name of Issuer
Brazil Real Estate Opportunities Fund II - Espirito Santo (BRL), L.P.
Jurisdiction of Incorporation/Organization
CAYMAN ISLANDS
Year of Incorporation/Organization
Over Five Years Ago
Within Last Five Years (Specify Year)
2011
Yet to Be Formed
2. Principal Place of Business and Contact Information
Name of Issuer
Brazil Real Estate Opportunities Fund II - Espirito Santo (BRL), L.P.
Street Address 1
Street Address 2
RUA FUNCHAL, 418
27TH FLOOR
City
State/Province/Country
ZIP/Postal Code
Phone No. of Issuer
SAO PAULO - SP
BRAZIL
04551-060
551123442525
3. Related Persons
Last Name
First Name
Middle Name
Abbud
Rodrigo
Street Address 1
Street Address 2
RUA FUNCHAL, 418
27TH FLOOR
City
State/Province/Country
ZIP/Postal Code
SAO PAULO - 060
BRAZIL
04551-060
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Managing Partner of the Issuer's Investment Advisor
Last Name
First Name
Middle Name
Sarti
Rodrigo
Street Address 1
Street Address 2
RUA FUNCHAL, 418
27TH FLOOR
City
State/Province/Country
ZIP/Postal Code
SAO PAULO - SP
BRAZIL
04551-060
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Managing Partner of the Issuer's Investment Advisor
Last Name
First Name
Middle Name
Wainer
Kenneth
Street Address 1
Street Address 2
RUA FUNCHAL, 418
27TH FLOOR
City
State/Province/Country
ZIP/Postal Code
SAO PAULO - SP
BRAZIL
04551-060
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Managing Partner of the Issuer's Investment Advisor
Last Name
First Name
Middle Name
Bolsoni
Alexandre
Street Address 1
Street Address 2
RUA FUNCHAL, 418
27TH FLOOR
City
State/Province/Country
ZIP/Postal Code
SAO PAULO - SP
BRAZIL
04551-060
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Head of Acquisitions for Issuer's Investment Advisor
Last Name
First Name
Middle Name
Ferreira
Debora
Street Address 1
Street Address 2
RUA FUNCHAL, 418
27TH FLOOR
City
State/Province/Country
ZIP/Postal Code
SAO PAULO - SP
BRAZIL
04551-060
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
General Counsel of Issuer's Investment Advisor
Last Name
First Name
Middle Name
Martins
Vitor
Street Address 1
Street Address 2
RUA FUNCHAL, 418
27TH FLOOR
City
State/Province/Country
ZIP/Postal Code
SAO PAULO - SP
BRAZIL
04551-060
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
CFO of Issuer's Investment Advisor
Last Name
First Name
Middle Name
Pereira
Paulo
Street Address 1
Street Address 2
RUA FUNCHAL, 418
27TH FLOOR
City
State/Province/Country
ZIP/Postal Code
SAO PAULO - SP
BRAZIL
04551-060
Relationship:
Executive Officer
Director
Promoter
Clarification of Response (if Necessary)
Coord. of Residential Development of Issuer's Investment Advisor
4. Industry Group
Agriculture
Banking & Financial Services
Commercial Banking
Insurance
Investing
Investment Banking
Pooled Investment Fund
*Is the issuer registered as an investment company under the Investment Company Act of 1940? Yes No
Other Banking & Financial Services
Business Services
Energy
Coal Mining
Electric Utilities
Energy Conservation
Environmental Services
Oil & Gas
Other Energy
Health Care
Biotechnology
Health Insurance
Hospitals & Physicians
Pharmaceuticals
Other Health Care
Manufacturing
Real Estate
Commercial
Construction
REITS & Finance
Residential
Other Real Estate
Retailing
Restaurants
Technology
Computers
Telecommunications
Other Technology
Travel
Airlines & Airports
Lodging & Conventions
Tourism & Travel Services
Other Travel
Other
5. Issuer Size
Revenue Range
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
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 505
Rule 504 (b)(1)(i)
Rule 506
Rule 504 (b)(1)(ii)
Securities Act Section 4(6)
Rule 504 (b)(1)(iii)
Investment Company Act Section 3(c)
7. Type of Filing
New Notice
Date of First Sale
2011-10-18
First Sale Yet to Occur
Amendment
8. Duration of Offering
Does the Issuer intend this offering to last more than one year?
Yes
No
9. Type(s) of Securities Offered (select all that apply)
Pooled Investment Fund Interests
Equity
Tenant-in-Common Securities
Debt
Mineral Property Securities
Option, Warrant or Other Right to Acquire Another Security
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
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
First Avenue Partners LLP
(Associated) Broker or Dealer
None
(Associated) Broker or Dealer CRD Number
None
Street Address 1
Street Address 2
FITZROY HOUSE
20 GRAFTON STREET
City
State/Province/Country
ZIP/Postal Code
LONDON
UNITED KINGDOM
W1S 4DZ
State(s) of Solicitation
All States
Foreign/Non-US
Recipient
Recipient CRD Number
None
Park Madison Partners LLC
140016
(Associated) Broker or Dealer
None
(Associated) Broker or Dealer CRD Number
None
Suzanne Renee West
5118660
Street Address 1
Street Address 2
1120 AVENUE OF THE AMERICAS
City
State/Province/Country
ZIP/Postal Code
NEW YORK
NEW YORK
10036
State(s) of Solicitation
All States
Foreign/Non-US
Recipient
Recipient CRD Number
None
Park Madison Partners LLC
140016
(Associated) Broker or Dealer
None
(Associated) Broker or Dealer CRD Number
None
Nancy Ina Lashine
1021791
Street Address 1
Street Address 2
200 HARBOR ROAD
City
State/Province/Country
ZIP/Postal Code
PORT WASHINGTON
NEW YORK
11050
State(s) of Solicitation
All States
Foreign/Non-US
Recipient
Recipient CRD Number
None
Park Madison Partners LLC
140016
(Associated) Broker or Dealer
None
(Associated) Broker or Dealer CRD Number
None
Robert James Kohn
5189869
Street Address 1
Street Address 2
1120 AVENUE OF THE AMERICAS
City
State/Province/Country
ZIP/Postal Code
NEW YORK
NEW YORK
10036
State(s) of Solicitation
All States
Foreign/Non-US
13. Offering and Sales Amounts
Total Offering Amount
$
USD
Indefinite
Total Amount Sold
$
15000000
USD
Total Remaining to be Sold
$
USD
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, 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:
1
15. Sales Commissions & Finders’ 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
$
253125
USD
Estimate
Finders' Fees
$
84375
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, 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 it 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 the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
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
Brazil Real Estate Opportunities Fund II - Espirito Santo (BRL), L.P.
/s/ Kenneth Wainer
Kenneth Wainer
Managing Partner of the Issuer's Investment Advisor
