Form D/A
View Original Filing
Notice of Exempt Offering of Securities
Item 1. Issuer's Identity
Name of Issuer:
ABRAMS CAPITAL PARTNERS II, L.P.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
Over Five Years Ago
Entity Type
LIMITED PARTNERSHIP
Item 2 Issuer Principal Place of Business and Contact Information
222 BERKELEY STREET, 21ST FLOOR
BOSTON, MA 02116
Phone Number:
subscription required
Item 3. Related Persons
Name
N/A ABRAMS CAPITAL, LLC
Address
subscription required
Relationship(s)
- EXECUTIVE OFFICER
- PROMOTER
Clarification of Response
THE GENERAL PARTNER OF THE ISSUER.
Item 3. Related Persons
Name
N/A ABRAMS CAPITAL MANAGEMENT, L.P.
Address
subscription required
Relationship(s)
Clarification of Response
THE INVESTMENT MANAGER OF THE ISSUER.
Item 3. Related Persons
Name
DAVID C. ABRAMS
Address
subscription required
Relationship(s)
- EXECUTIVE OFFICER
- PROMOTER
Clarification of Response
MR. ABRAMS IS THE MANAGING MEMBER OF EACH OF THE GENERAL PARTNER OF (I) THE ISSUER AND (II) THE INVESTMENT MANAGER OF THE ISSUER.
Item 3. Related Persons
Name
WILLIAM P. WALL
Address
subscription required
Relationship(s)
Clarification of Response
MR. WALL IS THE GENERAL COUNSEL OF THE GENERAL PARTNER OF THE INVESTMENT MANAGER OF THE ISSUER.
Item 3. Related Persons
Name
FREDERIC I. LEIF
Address
subscription required
Relationship(s)
Clarification of Response
MR. LEIF IS THE CHIEF FINANCIAL OFFICER OF THE GENERAL PARTNER OF THE INVESTMENT MANAGER OF THE ISSUER.
Item 3. Related Persons
Name
KENNETH C. LARGESS
Address
subscription required
Relationship(s)
Clarification of Response
MR. LARGESS IS THE DEPUTY GENERAL COUNSEL AND CHIEF COMPLIANCE OFFICER OF THE GENERAL PARTNER OF THE INVESTMENT MANAGER OF THE ISSUER.
Item 3. Related Persons
Name
MICHAEL S. JOSEPHSON
Address
subscription required
Relationship(s)
Clarification of Response
MR. JOSEPHSON IS THE CHIEF OPERATING OFFICER OF THE GENERAL PARTNER OF THE INVESTMENT MANAGER OF THE ISSUER.
Item 4. Industry Group
POOLED INVESTMENT FUND
- HEDGE FUND
Item 5. Issuer Size
Aggregate Net Asset Value Range (for issuer specifying "hedge" or "other investment" fund in item 4 above)
DECLINE TO DISCLOSE
Item 6. Federal Exemptions and Exclusions Claimed
Item 7. Type of Filing
Amendment
Date of First Sale in this Offering:
03/01/1999
Item 8. Duration of Offering
Does the issuer intend this offering to last more than one year?
Yes
Item 9. Type(s) of Securities Offered
- Pooled Investment Fund Interests
- Other: LIMITED PARTNERSHIP INTERESTS. ORIGINALLY FILED AS ABRAMS CAPITAL PARTNERS, CIK# 0001083008. THE MINIMUM AMOUNT REFLECTED IN ITEM 11 MAY BE REDUCED AT THE SOLE DISCRETION OF THE GENERAL PARTNER.
Item 10. Business Combination Transaction
Is this offering being made in connection with a business combination
transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response
Item 11. Minimum Investment
Minimum Investment accepted from any outside investor
5000000
Item 13. Offering and Sales Amounts
Total Offering Amount
INDEFINITE
Total Amount Sold
3190381789
Total Remaining to be Sold
INDEFINITE
Clarification of Response
THE AMOUNTS SOLD AND THE NUMBER OF INVESTORS DISCLOSED IN THIS FORM D DO NOT TAKE REDEMPTIONS AND/OR WITHDRAWALS INTO CONSIDERATION.
Item 14. Investors
Securities in the offering have been or may be sold to persons
who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
472
Item 15. Sales Commissions and Finders' Fees Expenses
Sales Commissions:
0.0
Finders' Fees
0.0
Clarification of Response
Item 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.
0.0 Is an estimate
Clarification of Response
CERTAIN PERSONS NAMED IN ITEM 3 OR AFFILIATE(S) THEREOF MAY RECEIVE PAYMENTS DEEMED TO BE MADE FROM THE PROCEEDS OF THE OFFERING, INCLUDING MANAGEMENT FEES AND/OR PERFORMANCE ALLOCATIONS, THE AMOUNTS OF WHICH CANNOT BE ESTIMATED AT THIS TIME.
Signature and Submission
Issuer Name
ABRAMS CAPITAL PARTNERS II, L.P.
Issuer Signature
/S/ DAVID C. ABRAMS
Signer Name
DAVID C. ABRAMS
Signer Title
MANAGING MEMBER OF THE GENERAL PARTNER OF THE ISSUER
Signature Date
09/13/2013