Form D/A

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
ENERGY CAPITAL PARTNERS II-B, LP
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2008

Previous Name(s)

  • ENERGY CAPITAL PARTNERS II B LP
Entity Type
LIMITED PARTNERSHIP

Item 2 Issuer Principal Place of Business and Contact Information

51 JOHN F. KENNEDY PARKWAY
SUITE 200
SHORT HILLS, NJ 07078
Phone Number: subscription required

Item 3. Related Persons

Name
DOUGLAS W. KIMMELMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
SCOTT B. HELM
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
PETER LABBAT
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
THOMAS K. LANE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
ANDREW D. SINGER
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
PERRY J. COLE
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
STEVEN A. HERMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
MURRAY D. KARP
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response

Item 3. Related Persons

Name
PAUL C. PARSHLEY
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • PROMOTER
Clarification of Response

Item 4. Industry Group

POOLED INVESTMENT FUND - PRIVATE EQUITY FUND

Item 5. Issuer Size

Revenue Range (for issuer not 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:
06/25/2009

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

  • Equity
  • Pooled Investment Fund Interests

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
0

Item 12. Sales Compensation

Recipient
PARK HILL GROUP LLC
Recipient CRD Number
135898
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
345 PARK AVENUE, 15TH FLOOR
NEW YORK, NY 10154
States of Solicitation
  • ALL STATES

Item 12. Sales Compensation

Recipient
BEL AIR SECURITIES LLC
Recipient CRD Number
134953
(Associated) Broker or Dealer)
NONE
(Associated) Broker or Dealer CRD Number
NONE
Address
1999 AVENUE OF THE STARS, SUITE 2800
LOS ANGELES, CA 90067
States of Solicitation
  • CA
  • CO
  • DE
  • IL
  • MN
  • NV
  • NY

Item 13. Offering and Sales Amounts

Total Offering Amount
1874650000
Total Amount Sold
134900000
Total Remaining to be Sold
1739750000
Clarification of Response
ENERGY CAPITAL PARTNERS GP II, LP (THE GENERAL PARTNER OF THE ISSUER), RESERVES THE RIGHT TO OFFER A GREATER OR LESSER AMOUNT OF LIMITED PARTNER INTERESTS.

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:
24

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
8000000.0 Is an estimate
Finders' Fees
0.0 Is an estimate
Clarification of Response
ESTIMATED SALES COMMISSIONS ARE FOR THE ISSUER AND ITS PARALLEL FUNDS.

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.
360000000.0 Is an estimate
Clarification of Response
ESTIMATED AGGREGATE AMOUNT OF MANAGEMENT FEES FOR THE ISSUER AND ITS PARALLEL FUNDS FOR THE FIRST SIX YEARS. THE ISSUER AND ITS PARALLEL FUNDS WILL CONTINUE TO PAY MANAGEMENT FEES THEREAFTER.

Signature and Submission

Issuer Name
ENERGY CAPITAL PARTNERS II-B, LP
Issuer Signature
/S/ ANDREW D. SINGER
Signer Name
ANDREW D. SINGER
Signer Title
MANAGING MEMBER OF THE GP OF THE GP OF THE ISSUER
Signature Date
02/10/2010
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