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EXCEL - IDEA: XBRL DOCUMENT - Highbridge Commodities FuturesAccess LLCFinancial_Report.xls
EX-32.02 - EX-32.02 - Highbridge Commodities FuturesAccess LLCa12-11165_1ex32d02.htm
EX-32.01 - EX-32.01 - Highbridge Commodities FuturesAccess LLCa12-11165_1ex32d01.htm
EX-31.02 - EX-31.02 - Highbridge Commodities FuturesAccess LLCa12-11165_1ex31d02.htm
EX-13.02 - EX-13.02 - Highbridge Commodities FuturesAccess LLCa12-11165_1ex13d02.htm
EX-13.01 - EX-13.01 - Highbridge Commodities FuturesAccess LLCa12-11165_1ex13d01.htm
EX-31.01 - EX-31.01 - Highbridge Commodities FuturesAccess LLCa12-11165_1ex31d01.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

 

Amendment No. 1

 

x

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the fiscal year ended:  December 31, 2011

 

or

 

o

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission file number:  0-54573

 

HIGHBRIDGE COMMODITIES FUTURESACCESS LLC

(Exact name of registrant as specified in its charter)

 

Delaware

 

45-2608276

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

c/o Merrill Lynch Alternative Investments LLC

Four World Financial Center, 10th Floor

250 Vesey Street

New York, New York 10080

(Address of principal executive offices)

(Zip Code)

 

212-449-3517

(Registrant’s telephone number, including area code

 

Securities registered pursuant to Section 12(b) of the Act:  None

 

Securities registered pursuant to Section 12(g) of the Act:  Units of Limited Liability Company Interest

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  o  No x

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.  Yes  o  No  x

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

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.

 

Large accelerated filer  o

 

Accelerated filer  o

 

 

 

Non-accelerated filer  o

 

Smaller reporting company  x

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act).  Yes  o  No  x

 

The Units of limited liability company interest of the registrant are not publicly traded.  Accordingly, there is no aggregate market value for the registrant’s outstanding equity that is readily determinable.

 

As of February 29, 2012, Units of limited liability company interest with a Net Asset Value of $13,830,755 were outstanding and held by non-affiliates.

 

Documents Incorporated by Reference

 

The registrant’s 2011 Annual Report and Report of Independent Registered Public Accounting Firm, the annual report to security holders for the period ended December 31, 2011, is incorporated by reference into Part II, Item 8, and Part IV hereof and filed as an Exhibit herewith.  Copies of the annual report are available free of charge by contacting Alternative Investments Client Services at 1-866-MER-ALTS.

 

 

 



 

EXPLANATORY NOTE REGARDING THIS FORM 10-K/A

 

Highbridge Commodities FuturesAccess LLC (the “Registrant”) is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2011 with respect to Item 15 (Exhibits, Financial Statement Schedules), to file the financial statements of the Registrant’s significant subsidiary.  The Report on Form 10-K was originally filed with the Securities and Exchange Commission on March 23, 2012 (the “Original Form 10-K”).

 

Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Form 10-K, and the Registrant has not updated disclosures included therein to reflect any events that occurred subsequent to March 23, 2012.

 

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PART IV

 

Item 15:

 

Exhibits, Financial Statement Schedules

 

 

 

 

 

1.     Financial Statements (found in Exhibit 13.01):

 

 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

 

 

FINANCIAL STATEMENTS:

 

 

 

 

 

Statement of Financial Condition as of December 31, 2011

 

 

 

 

 

Statements of Operations for the period November 1, 2011 (commencement of operations) to December 31, 2011

 

 

 

 

 

Statement of Changes in Members’ Capital for the period November 1, 2011 to (commencement of operations) to December 31, 2011

 

 

 

 

 

Financial Data Highlights for the period November 1, 2011 (commencement of operations) to December 31, 2011

 

 

 

 

 

Notes to Financial Statements

 

 

 

 

 

2.     Financial Statement Schedules (found in Exhibit 13.02):

 

 

 

 

 

Financial Statements of Highbridge Commodities FuturesAccess Master Fund Ltd.:

 

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

 

 

Statement of Financial Condition as of December 31, 2011

 

 

 

 

 

Statement of Operations for the period November 1, 2011 (commencement of operations) to December 31, 2011

 

 

 

 

 

Statement of Changes in Shareholders’ Equity for the period November 1, 2011 (commencement of operations) to December 31, 2011

 

 

 

 

 

Financial Data Highlights for the period November 1, 2011 (commencement of operations) to December 31, 2011

 

 

 

 

 

Notes to Financial Statements

 

 

 

 

 

Financial statement schedules not included in this Form 10-K/A have been omitted for the reason that they are not required or are not applicable or that equivalent information has been included in the financial statements or notes thereto.

 

 

 

 

 

3.     Exhibits:

 

 

 

 

 

The following exhibits are incorporated by reference or are filed herewith to this Form 10-K/A:

 

Designation

 

Description

 

 

 

3.01

 

Certificate of Formation of Highbridge Commodities FuturesAccess LLC.

 

 

 

Exhibit 3.01:

 

Is incorporated by reference from Exhibit 3.01 contained in the Registrant’s Registration Statement on Form 10 filed on December 23, 2011 (“Registration Statement”).

 

3



 

3.02

 

Amended and Restated Limited Liability Company Operating Agreement of Highbridge Commodities FuturesAccess LLC.

 

 

 

Exhibit 3.02

 

Is incorporated by reference from Exhibit 3.02 contained in the Registrant’s Report on Form 8-K filed on March 6, 2012.

 

 

 

10.01

 

Customer Agreement between Highbridge Commodities FuturesAccess LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

 

 

 

Exhibit 10.01:

 

Is incorporated by reference from Exhibit 10.1 contained in the Registration Statement.

 

 

 

10.02

 

Amended and Restated Advisory Agreement among Highbridge Commodities Futures Access Master Fund Ltd., Merrill Lynch Alternative Investments LLC and Highbridge Capital Management LLC.

 

 

 

Exhibit 10.02:

 

Is incorporated by reference from Exhibit 10.02 contained in the Registration Statement.

 

 

 

10.03

 

Amendment to Amended and Restated Advisory Agreement among Highbridge Commodities FuturesAccess Master Fund Ltd., Merrill Lynch Alternative Investments LLC and Highbridge Capital Management LLC.

 

 

 

Exhibit 10.03

 

Is incorporated by reference from Exhibit 10.01 contained in the Registrant’s Report on Form 8-K filed on April 5, 2012.

 

 

 

13.01

 

2011 Annual Report and Report of Independent Registered Public Accounting Firm.

 

 

 

Exhibit 13.01:

 

Is filed herewith.

 

 

 

Exhibit 13.02

 

Financial Statements of Highbridge Commodities FuturesAccess Master Fund Ltd. and Report of Independent Registered Public Accounting Firm

 

 

 

Exhibit 13.02:

 

Is filed herewith.

 

 

 

31.01 and 31.02

 

Rule 13a-14(a)/15d-14(a) Certifications.

 

 

 

Exhibit 31.01

 

 

and 31.02:

 

Are filed herewith.

 

 

 

32.01 and 32.02

 

Section 1350 Certifications.

 

 

 

Exhibit 32.01

 

 

and 32.02:

 

Are filed herewith.

 

4



 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

HIGHBRIDGE COMMODITIES FUTURESACCESS LLC

 

 

 

By:

MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC, Manager

 

 

 

 

 

 

 

By

/s/ Deann Morgan

 

 

Deann Morgan

 

 

Chief Executive Officer and President

 

 

(Principal Executive Officer)

 

 

Date: May 7, 2012

 

 

5



 

HIGHBRIDGE COMMODITIES FUTURESACCESS LLC

 

2011 FORM 10-K/A

Amendment No. 1

 

INDEX TO EXHIBITS

 

Exhibit

 

Exhibit 13.01

 

2011 Annual Report and Report of Independent Registered Public Accounting Firm

 

 

 

Exhibit 13.02

 

Financial Statements of Highbridge Commodities FutureAccess Master Fund Ltd. and Report of Independent Registered Public Accounting Firm

 

 

 

Exhibit 31.01 and 31.02

 

Rule 13a — 14(a) / 15d — 14(a) Certifications

 

 

 

Exhibit 32.01 and 32.02

 

Sections 1350 Certifications

 

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