Attached files
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EX-8.1 - EX-8.1 - SQN Alternative Investment Fund III, L.P. | y03348a4exv8w1.htm |
As filed with the Securities and Exchange
Commission on March 16, 2011
Registration
Number 333-166195
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 4
to
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
SQN Alternative Investment
Fund III, L.P.
(Exact name of registrant as
specified in its charter)
Delaware
|
7359 | 27-2173346 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
120 Wall Street
18th
Floor
New York, New York 10005
(212) 422-2166
(Address, including zip code,
and telephone number,
including area code, of
registrants principal executive offices)
Jeremiah J. Silkowski
President and Chief Executive Officer
SQN Capital Management, LLC
120 Wall Street
18th
Floor
New York, New York 10005
(212) 422-2166
(Name, address, including zip
code, and telephone
number, including area code, of
agent for service)
With a Copy to:
Brinkley Dickerson, Esq.
John J. Leonti, Esq.
Troutman Sanders LLP
Bank of America Plaza
600 Peachtree Street, NE
Atlanta, Georgia 30308
(404) 885-3000
Approximate date of commencement of proposed offering to the
public: As soon as practicable after this
registration statement becomes effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box: þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in Rule
12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ |
(Do not check if a smaller
reporting company)
CALCULATION
OF REGISTRATION FEE
Proposed Maximum |
Proposed Maximum |
Amount of |
||||||||||
Title of Each Class of |
Amount to |
Offering Price |
Aggregate |
Registration |
||||||||
Securities to be Registered | be Registered | per Unit | Offering Price | Fee | ||||||||
Limited Partner Units
|
50,000 | $1,000 | $50,000,000 | $3,565(1) | ||||||||
(1) | Previously paid |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
SQN Alternative Investment Fund III, L.P. has prepared this
Amendment No. 4 to the Registration Statement on Form S-1 (File
No. 333-166195) for the purpose of updating Exhibits 8.1 and
23.4 to the Registration Statement and updating Item 16 of the
Registration Statement and the Exhibit Index accordingly. This
Amendment No. 4 does not modify any provision of the Prospectus
that forms a part of the Registration Statement and accordingly
such Prospectus has not been included herein.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution |
Set forth below are the expenses (other than distribution
expenses) expected to be paid by the registrant in connection
with the issuance and distribution of the securities registered
hereby. With the exception of the Securities and Exchange
Commissions registration fee and FINRAs filing fee,
the amounts set forth below are estimated.
Securities and Exchange Commission registration fee
|
$ | 3,565 | ||
State Blue Sky registration fees (excluding legal fees)
|
50,000 | * | ||
FINRA filing fee
|
5,500 | |||
Printing and engraving expenses
|
125,000 | * | ||
Legal fees (including Blue Sky) and expenses
|
600,000 | * | ||
Accounting fees and expenses
|
50,000 | |||
Miscellaneous
|
165,935 | *(1) | ||
Total
|
$ | 1,000,000 | ||
* | Estimated | |
(1) | $81,058 of these Miscellaneous expenses are expenses paid by the registrant, but are deemed to be compensation paid to the selling agent as non-cash compensation for conferences, training and education of the registered representatives of the selling agent. |
Item 14. | Indemnification of Directors and Officers |
Section 17-108
of the Delaware Revised Uniform Limited Partnership Act states:
Subject to such standards and restrictions, if any, as are
set forth in its partnership agreement, a limited partnership
may, and shall have the power to, indemnify and hold harmless
any partner or other person from and against any and all claims
and demands whatsoever.
Section 9.3 of the partnership agreement of the registrant,
included in the prospectus as Appendix A, provides for
indemnification of the registrants general partner, SQN
AIF III GP, LLC (the General Partner), its
affiliates and individual officers under certain circumstances.
Reference is made to such section of the partnership agreement
and to Summary of Our Partnership Agreement.
The above discussion of the registrants partnership
agreement is not intended to be exhaustive and is qualified in
its entirety by the registrants partnership agreement.
Item 15. | Recent Sales of Unregistered Securities |
The registrant has recently been formed but has not issued any
securities other than the General Partners interest in the
registrant, for a capital contribution of $100. This sale
occurred on March 10, 2010 in reliance upon the exemption
from registration contained in Section 4(2) of the
Securities Act of 1933, as amended. This sale was for the
purpose of organizing the registrant as a limited partnership
and for investment purposes and not with a view to the
distribution of such securities.
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Item 16. | Exhibits and Financial Statements Schedules |
(a) Exhibits:
Exhibit |
||||
Number
|
Description
|
|||
1 | .1 | Form of Selling Agent Agreement with SQN Securities, LLC* | ||
3 | .1 | Certificate of Limited Partnership of SQN Alternative Investment Fund III, L.P.* | ||
3 | .3 | Amended and Restated Agreement of Limited Partnership of SQN Alternative Investment Fund III, L.P. (included as Appendix A to the prospectus)** | ||
5 | .1 | Opinion of Troutman Sanders LLP as to the legality of the units being registered*** | ||
8 | .1 | Opinion of Troutman Sanders LLP relating to tax matters | ||
10 | .1 | Form of Escrow Agreement** | ||
10 | .2 | Form of Subscription Agreement (included as Appendix C to the prospectus)** | ||
10 | .3 | Form of Management, Origination and Servicing Agreement* | ||
23 | .1 | Consent of Holtz Rubenstein Reminick LLP SQN AIF III GP, LLC** | ||
23 | .2 | Consent of Holtz Rubenstein Reminick LLP SQN Alternative Investment Fund III, L.P.** | ||
23 | .3 | Consent of Troutman Sanders LLP (contained in Exhibits 5.1)*** | ||
23 | .4 | Consent of Troutman Sanders LLP (contained in Exhibits 8.1) | ||
24 | .1 | Power of Attorney* |
* | Previously filed as an exhibit to the Registration Statement filed on April 20, 2010. | |
** | Previously filed as an exhibit to the Registration Statement filed on February 22, 2011. |
*** | Previously filed as an exhibit to the Registration Statement filed on March 9, 2011. |
(b) Financial Statement Schedules
SQN AIF
III GP, LLC.
See Index to Financial Statements at
page F-1
of the prospectus included in Part I of this Registration
Statement.
SQN
Alternative Investment Fund III, L.P.
See Index to Financial Statements at
page F-1
of the prospectus included in Part I of this Registration
Statement.
Item 17. | Undertakings |
The registrant hereby undertakes:
(a) (1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) ( § 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate
offering price set forth in the Calculation of
Registration Fee table in the effective registration
statement; and
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(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the registrant
hereby undertakes that in a primary offering of securities of
the registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following
communications, the registrant will be a seller to the purchaser
and will be considered to offer or sell such securities to such
purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424 (§230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
(5) That all such post-effective amendments will comply
with the applicable forms, rules and regulations of the
Securities and Exchange Commission in effect at the time such
post-effective amendments are filed.
(b) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new
registration
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statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The registrant undertakes to send to each limited partners at
least on an annual basis a detailed statement of any
transactions with the general partner or its affiliates, and of
fees, commissions, compensation and other benefits paid, or
accrued to the general partner or its affiliates for the fiscal
year completed, showing the amount paid or accrued to each
recipient and the services performed.
The registrant undertakes to provide to the limited partners the
financial statements required by
Form 10-K
for the first full fiscal year of operations of the registrant.
The registrant undertakes to file a sticker supplement pursuant
to Rule 424(c) under the Securities Act during the
distribution period describing each lease transaction not
identified in the prospectus at such time as there arises a
reasonable probability that such property will be acquired and
to consolidate all such stickers into a post-effective amendment
filed at least once every three months, with the information
contained in such amendment provided simultaneously to the
existing limited partners. Each sticker supplement should
disclose all compensation and fees received by the general
partner and its affiliates in connection with any such
acquisition. The post-effective amendment shall include audited
financial statements meeting the requirements of
Rule 3-14
of
Regulation S-X
only for properties acquired during the distribution period.
The registrant undertakes to file, after the end of the offering
period, a current report on
Form 8-K
containing the financial statements and any additional
information required by
Rule 3-14
of
Regulation S-X,
to reflect each commitment made after the end of the offering
period involving the use of 10% or more (on a cumulative basis)
of the net proceeds of the offering and to provide the
information contained in such report to the members at least
once each quarter after the offering period has ended.
The registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements
certificates in such denominations and registered in such names
as required by the underwriter to permit prompt delivery to each
purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Amendment
No. 4 to the Registration Statement on
Form S-1
to be signed on its behalf by the undersigned, thereunto duly
authorized, in New York, New York on March 16, 2011.
SQN ALTERNATIVE INVESTMENT FUND III, L.P.
By: | SQN AIF III GP, LLC |
its General Partner
/s/ Jeremiah
J. Silkowski
Name: Jeremiah J. Silkowski
Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by
the following persons on behalf of the registrant and in the
capacities for the general partner and on the dates indicated
below.
Signature
|
Title
|
Date
|
||||
/s/ Neil
A. Roberts Neil A. Roberts |
Chairman | March 16, 2011 | ||||
/s/ Jeremiah
J. Silkowski Jeremiah J. Silkowski |
President and Chief Executive Officer (Principal Executive Officer) | March 16, 2011 | ||||
/s/ David
C. Wright David C. Wright |
Chief Financial Officer (Principal Financial and Accounting Officer) | March 16, 2011 |
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INDEX TO
EXHIBITS
Exhibit |
||||
Number
|
Description
|
|||
1 | .1 | Form of Selling Agent Agreement with SQN Securities, LLC* | ||
3 | .1 | Certificate of Limited Partnership of SQN Alternative Investment Fund III, L.P.* | ||
3 | .3 | Amended and Restated Agreement of Limited Partnership of SQN Alternative Investment Fund III, L.P. (included as Appendix A to the prospectus)** | ||
5 | .1 | Opinion of Troutman Sanders LLP as to the legality of the units being registered*** | ||
8 | .1 | Opinion of Troutman Sanders LLP relating to tax matters | ||
10 | .1 | Form of Escrow Agreement** | ||
10 | .2 | Form of Subscription Agreement (included as Appendix C to the prospectus)** | ||
10 | .3 | Form of Management, Origination and Servicing Agreement* | ||
23 | .1 | Consent of Holtz Rubenstein Reminick LLP SQN AIF III GP, LLC** | ||
23 | .2 | Consent of Holtz Rubenstein Reminick LLP SQN Alternative Investment Fund III, L.P.** | ||
23 | .3 | Consent of Troutman Sanders LLP (contained in Exhibits 5.1)*** | ||
23 | .4 | Consent of Troutman Sanders LLP (contained in Exhibits 8.1) | ||
24 | .1 | Power of Attorney* |
* | Previously filed as an exhibit to the Registration Statement filed on April 20, 2010. | |
** | Previously filed as an exhibit to the Registration Statement filed on February 22, 2011. |
*** | Previously filed as an exhibit to the Registrant Statement filed on March 9, 2011. |
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