Coddington Capital Management | Coddington Capital Management Disclosures
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Coddington Capital Management Disclosures



Coddington Capital Management, LLC (“Coddington”) is providing this website for informational purposes only. Nothing on this website is intended to constitute, or should be deemed to be, financial advisory, legal, tax, accounting or other professional advice to you or any other party, be an opinion of the appropriateness or suitability of any investment, or constitute an offer to sell or solicitation of an offer to buy any security or investment. This website and its content (collectively, “Content”) is intended for general informational purposes only and should not be acted upon without first obtaining financial advisory, legal, tax, accounting or other professional advice from your consultant or other professional advisor with respect to your own personal investment objectives, financial circumstances and needs.

The Content is provided on an “as is” and “as available” basis. While Coddington attempts to maintain the accuracy and completeness of the Content, Coddington does not represent or guarantee that the Content, which includes the information, text, graphics, links and other items contained on this website, is accurate, adequate, valid, timely, or complete. Certain Content may have been obtained from or is based upon third-party sources, which third-party Content Coddington believes to be reliable, but no representation or guarantee is made as to the accuracy, validity, timeliness, completeness or suitability of such third party Content. While Coddington makes no commitment to update the Content, it reserves the right to make changes and corrections at any time, without notice. The Content is the property of Coddington and/or its vendors and/or other third party sources, and is protected by copyright, trade secret and other intellectual property and proprietary rights.

Coddington expressly disclaims liability for any losses, damages (including indirect, incidental, special, punitive or consequential damages), costs or expenses relating to the adequacy, accuracy, validity, timeliness, completeness or use of the Content, even if notified in advance of the possibility of such. Without limiting the foregoing, the disclaimers of liability contained herein apply to any and all damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, destruction or unauthorized access to, alteration of, or use of any asset, whether for breach of contract, tortious behavior, negligence or under any other cause of action.

The Content or any portion thereof may not be stored in a computer, published, rewritten for broadcast or publication, or transmitted or redistributed in any medium without prior express written permission from Coddington, except that users, for their sole personal use and information, may access, use and store the Content solely for their own personal purposes. Coddington is not liable for any delays, inaccuracies, errors or omissions in such Content or in the transmission or delivery of all or any part thereof or for any damage arising from any of the foregoing.

The Fund

Coddington is the General Partner of Coddington Capital, LP (the “Fund”), a private investment fund organized in Delaware. Coddington is not registered as an investment adviser with the Securities and Exchange Commission (“SEC”) or with any state securities agency, but is registered as an “exempt reporting adviser” under the “private fund adviser exemption” with the Rhode Island Department of Business Regulation. The limited partnership interests (the “Interests”) in the Fund are offered under a separate confidential private placement memorandum (the “Private Placement Memorandum”), have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state’s securities laws, and are sold for investment only pursuant to an exemption from registration with the SEC and in compliance with any applicable state or other securities laws.

Interests are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws. Investors should be aware that they could be required to bear the financial risks of an investment in the Fund for an indefinite period of time.

An investment in the Fund involves risk factors that should be reviewed carefully by potential investors. There is no assurance that the Fund will meet its investment objective, and investment results may vary substantially over time. An investment in the Fund is therefore suitable only for persons who (1) are “accredited investors” as defined in Rule 501(a) of Regulation D under the Securities Act, (2) are “qualified clients” as defined in Rule 205-3 under the Investment Advisers Act of 1940, as amended and (3) have sufficient knowledge and experience in financial matters to evaluate the merits and risks of an investment in the Fund. An individual is an “accredited investor” if they have $200,000 or more in income in the previous two years and expect to earn the same this year, or have a net worth of $1,000,000 or more (excluding the value of their primary residence), and is a “qualified client” if they have at least $1,000,000 under the management of Coddington and/or have a net worth (individually or jointly with their spouse) of more than $2,000,000 (excluding the value of their primary residence).  Each investor in the Interests offered under the Private Placement Memorandum must acquire such Interests solely for such investor’s own account, for investment purposes only and not with an intention of distribution, transfer or resale, either in whole or in part.

Information regarding the Fund is being furnished to you on a confidential basis to provide preliminary summary information regarding an investment in the Fund and may not be used for any other purpose. It is meant to be read in conjunction with the Fund’s Private Placement Memorandum prepared in connection herewith, and does not constitute an offer to sell, or a solicitation of an offer to buy, by anyone in any jurisdiction in which such an offer or solicitation is not authorized or in which the making of such an offer or solicitation would be unlawful. The Content does not purport to contain all of the information that may be required to evaluate an investment in the Fund. The information herein is qualified in its entirety by reference to the Private Placement Memorandum, including, without limitation, the risk factors therein.

No representations or warranties of any kind are made or intended, and none should be inferred, with respect to the economic return or the tax consequences from an investment in the Fund. No assurance can be given that existing laws will not be changed or interpreted adversely. Prospective investors are not to construe the Content as legal or tax advice. Each investor should consult his or its own counsel and accountant for advice concerning the various legal, tax, ERISA and economic matters concerning his or its investment.

A prospective investor should only commit to an investment in the Fund if such prospective investor understands the nature of the investment and can bear the economic risk of such investment. The Fund is speculative and involves a high degree of risk. The Fund may lack diversification, thereby increasing the risk of loss. The Fund’s performance may be volatile. There can be no guarantee that the Fund’s investment objectives will be achieved, and the investment results may vary substantially from year to year or even from month to month. As a result, an investor could lose all or a substantial amount of its investment. In addition, the Fund’s fees and expenses may offset its profits. There are restrictions on withdrawing and transferring Interests from the Fund. In making an investment decision, you must rely on your own examination of the Fund and the terms of the Private Placement Memorandum. Please refer to the Private Placement Memorandum and related documents for additional information regarding risks and conflicts of interest.

An investment in the Fund has not been approved by any U.S. federal or state securities commission or any other governmental or regulatory authority. Furthermore, the foregoing authorities have not passed upon the accuracy, or determined the adequacy, of the Content, the Private Placement Memorandum or Limited Partnership Agreement associated with the Fund. Any representation to the contrary is unlawful. Certain Content constitutes “forward-looking statements” which can be identified by use of forward-looking terminology such as “may,” “will,” “target,” “should,” “expect,” “attempt,” “anticipate,” “project,” “estimate,” “intend,” “seek,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to the various risks and uncertainties, actual events or results in the actual performance of the Fund may differ materially from those reflected or contemplated in such forward-looking statements. Coddington is the source for all graphs and charts, unless otherwise noted. Past performance is not indicative or a guarantee of future results.