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SEC EDGAR · Form D
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Hedge  · May 18, 2026  · 06b

Topwater Partners Offshore Ltd.

Offering
$931.7M
Analysis

The offshore structure with four named GPs (Leucadia Asset Management LLC plus three individuals) signals a blocker or parallel vehicle designed to accommodate non-U.S. limited partners while maintaining operational control through the domestic management entity; the amendment status indicates this is a revision to terms or LP slots rather than an initial filing, suggesting the fund has already begun its capital-raise cycle.

Leucadia Asset Management LLC's appearance as the named manager entity combined with the absence of any prior EDGAR filings from this manager indicates either a newly-formed management company, a spin-out from a larger organization, or a first-time fund operator—the three individual GP names alongside the LLC suggest a partnership structure where Marr, Smith, and Faltysova carry operational or decision-making roles distinct from the fund administrator.

Filing an amendment in May 2026 typically follows either an initial close or a material change in fund terms; hedge fund managers often revise offshore vehicles mid-raise to adjust LP minimums, fee schedules, or currency hedging provisions in response to early LP commitments, signaling the fund has progressed beyond placeholder stage.

Verify whether Leucadia Asset Management LLC, Cary Marr, Matthew Smith, and Ivana Faltysova are bound by a key-man clause naming specific individuals, and confirm which of the three individual GPs (if any) carry removal-for-cause restrictions—the distributed GP structure creates ambiguity about whether departure of one individual triggers redemption windows or fund restructuring.

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n/a Leucadia Asset Management LLC · Cary Marr · Matthew Smith · Ivana Faltysova
SEC EDGAR →
0000905148-26-002504