`determined if it is accurate and complete.
`The reader should not assume that the information is accurate and complete.
`
`
`
`UNITED STATES SECURITIES AND EXCHANGE COMMISSION
`Washington, D.C. 20549
`FORM D
`
`Notice of Exempt Offering of Securities
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`OMB APPROVAL
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`OMB
`Number:
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`3235-
`0076
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`Estimated average
`burden
`
`hours per
`response:
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`4.00
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`1. Issuer's Identity
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`CIK (Filer ID Number)
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`0001357016
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`Name of Issuer
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`Previous
`Names
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`
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`HAYMAN CAPITAL PARTNERS L P
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`Jurisdiction of
`Incorporation/Organization
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`DELAWARE
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`Year of Incorporation/Organization
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`X Over Five Years Ago
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`Within Last Five Years (Specify Year)
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`Yet to Be Formed
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`2. Principal Place of Business and Contact Information
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`X None
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`Entity Type
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`Corporation
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`X Limited Partnership
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`Limited Liability Company
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`General Partnership
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`Business Trust
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`Other (Specify)
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`Name of Issuer
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`HAYMAN CAPITAL PARTNERS L P
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`Street Address 1
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`2101 CEDAR SPRINGS ROAD
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`Street Address 2
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`SUITE 1400
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`City
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`DALLAS
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`State/Province/Country ZIP/PostalCode
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`Phone Number of Issuer
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`TEXAS
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`75201
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`214-347-8050
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`3. Related Persons
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`Last Name
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`Bass
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`First Name
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`J
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`Street Address 1
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`Street Address 2
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`2101 Cedar Springs Road
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`Suite 1400
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`City
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`State/Province/Country
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`Middle Name
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`Kyle
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`ZIP/PostalCode
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`Page 1
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`NPS EX. 2010
`CFAD v. NPS
`IPR2015-00990
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`Dallas
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`TEXAS
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`75201
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`Relationship: X Executive Officer
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`Director
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`Promoter
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`Clarification of Response (if Necessary):
`
`Mr. Bass is the managing member of Hayman Investments LLC, which serves as the general partner of Hayman
`Capital Management, LP which serves as the general partner of the issuer.
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`4. Industry Group
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`Agriculture
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`Banking & Financial Services
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`Commercial Banking
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`Insurance
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`Investing
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`Investment Banking
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`X Pooled Investment Fund
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`X Hedge Fund
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`Private Equity Fund
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`Venture Capital Fund
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`Retailing
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`Restaurants
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`Technology
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`Computers
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`Telecommunications
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`Other Technology
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`Travel
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`Airlines & Airports
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`Lodging &
`Conventions
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`Health Care
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`Biotechnology
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`Health Insurance
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`Hospitals &
`Physicians
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`Pharmaceuticals
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`Other Health
`Care
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`Manufacturing
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`Real Estate
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`Other Investment Fund
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`Is the issuer registered as
`an investment company under
`the Investment Company
`Act of 1940?
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`Yes
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`
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`X No
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`Other Banking & Financial Services
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`Tourism & Travel
`Services
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`Other Travel
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` Other
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`Commercial
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`Construction
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`REITS & Finance
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`Residential
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`Other Real
`Estate
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`Business Services
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`Energy
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`Coal Mining
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`Electric Utilities
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`Energy Conservation
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`Environmental Services
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`Oil & Gas
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`Other Energy
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`5. Issuer Size
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`Revenue Range
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`No Revenues
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`OR Aggregate Net Asset Value Range
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`No Aggregate Net Asset Value
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`Page 2
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`$1 - $1,000,000
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`$1,000,001 - $5,000,000
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`$5,000,001 - $25,000,000
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`$25,000,001 - $100,000,000
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`Over $100,000,000
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`Decline to Disclose
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`Not Applicable
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`$1 - $5,000,000
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`$5,000,001 - $25,000,000
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`$25,000,001 - $50,000,000
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`$50,000,001 - $100,000,000
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`X Over $100,000,000
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`Decline to Disclose
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`Not Applicable
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`6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
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`Rule 504(b)(1) (not (i), (ii) or (iii))
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`Rule 504 (b)(1)(i)
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`Rule 504 (b)(1)(ii)
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`Rule 504 (b)(1)(iii)
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`Rule 505
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`Rule 506(b)
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`X Investment Company Act Section 3(c)
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`Section 3(c)(1)
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`Section 3(c)(2)
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`Section 3(c)(3)
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`Section 3(c)(4)
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`Section 3(c)(9)
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`Section 3(c)(10)
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`Section 3(c)(11)
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`Section 3(c)(12)
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`Rule 506(c)
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`Securities Act Section 4(a)(5)
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`Section 3(c)(5)
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`Section 3(c)(6)
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`X Section 3(c)(7)
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`Section 3(c)(13)
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`Section 3(c)(14)
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`7. Type of Filing
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`New Notice
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`X Amendment
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`Date of First Sale 2006-02-16
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`First Sale Yet to Occur
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`8. Duration of Offering
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`Does the Issuer intend this offering to last more than one year?
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`X Yes
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`No
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`9. Type(s) of Securities Offered (select all that apply)
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`Equity
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`Debt
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`Option, Warrant or Other Right to Acquire Another Security
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`Security to be Acquired Upon Exercise of Option, Warrant or Other Right to
`Acquire Security
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`X
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`Pooled Investment Fund
`Interests
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`Tenant-in-Common Securities
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`Mineral Property Securities
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`Other (describe)
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`10. Business Combination Transaction
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`Is this offering being made in connection with a business combination
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`Yes X No
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`Page 3
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`transaction, such as a merger, acquisition or exchange offer?
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`Clarification of Response (if Necessary):
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`11. Minimum Investment
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`Minimum investment accepted from any outside investor $20,000 USD
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`12. Sales Compensation
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`Recipient
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`Recipient CRD Number X None
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`(Associated) Broker or Dealer CRD
`Number
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`X None
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`Street Address 2
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`State/Province/Country
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`All
`States
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`Foreign/non-US
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`ZIP/Postal
`Code
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`(Associated) Broker or Dealer X None
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`
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`Street Address 1
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`City
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`State(s) of Solicitation (select all that
`apply)
`Check “All States” or check individual
`States
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`
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`13. Offering and Sales Amounts
`
`
`$865,813,068 USD
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`Total Offering Amount
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`Total Amount Sold
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`Total Remaining to be Sold
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`
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`Clarification of Response (if Necessary):
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`14. Investors
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`USD or X Indefinite
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`
`
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`USD or X Indefinite
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`Select if securities in the offering have been or may be sold to persons who do not qualify as
`accredited investors, and enter the 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:
`
`
`
`
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`253
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`
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`15. Sales Commissions & Finder's 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.
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`Sales Commissions $0 USD
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`Estimate
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`Page 4
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`Finders' Fees $0 USD
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`Estimate
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`Clarification of Response (if Necessary):
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`16. Use of Proceeds
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`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.
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`$0 USD
`
`
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`Estimate
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`
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`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, in the accordance with applicable law, 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.
`
`
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`Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not
`disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).
`
`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.
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`Page 5
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`
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`Issuer
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`Signature
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`Name of Signer
`
`Title
`
`Date
`
`HAYMAN CAPITAL PARTNERS L P Christopher E Kirkpatrick Christopher E. Kirkpatrick General Counsel 2014-05-12
`
`Persons who respond to the collection of information contained in this form are not required to respond unless the
`form displays a currently valid OMB number.
`
`* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of
`1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require
`information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of
`NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States
`cannot routinely require offering materials under this undertaking or otherwise and can require offering materials
`only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.
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`Page 6
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