IPOs & Offerings

Warburg Pincus Access Fund discloses unregistered unit sales

Warburg Pincus Access Fund, L.P. reported sales of Class B1 and Class B3 limited partnership units through its continuous private offering.

By Carter Hayes ·

Key takeaways

  • The fund reported unregistered sales of Class B1 and Class B3 limited partnership units to third-party investors.
  • The sales were made through the fund’s continuous private offering under a Securities Act registration exemption.
  • Subscription pricing used Transactional NAV calculated by the fund’s investment manager.
  • The filing also reports interest sales by WP ACE, which includes the fund and a related vehicle organized outside the United States.

Fund reports private unit sales

Warburg Pincus Access Fund, L.P. disclosed that it sold unregistered limited partnership units on July 1, 2026. The filing identifies Class B1 and Class B3 as the unit classes sold to third-party investors.

The disclosed sales included investors participating through Warburg Pincus Access Fund (TE), L.P., a Delaware limited partnership established as a feeder vehicle to invest in the fund. The filing says the reported unit and dollar amounts were rounded to the nearest whole number.

Continuous private offering

The fund said the unit sales were part of its continuous private offering. It reported that the offering relied on an exemption from the registration provisions of the Securities Act of 1933 under Section 4(a)(2), including Regulation D.

The filing describes the securities as limited partnership units and does not list a trading symbol or exchange for them.

Transactional NAV used for subscriptions

The units were sold at the applicable Transactional NAV as of June 30, 2026. The fund calculates Transactional NAV monthly through its investment manager to establish the prices for transactions in its units.

According to the filing, the calculation uses month-end investment values, other assets such as cash and liabilities. It also accounts for accrued and allocated management fees, performance participation allocations and expenses attributable to certain unit classes, including applicable servicing fees.

The filing states that Transactional NAV and net asset value calculated under U.S. generally accepted accounting principles are expected to differ because the methodologies can treat certain expenses differently.

WP ACE activity also reported

The fund generally invests alongside another vehicle managed by Warburg Pincus LLC that is organized outside the United States. The filing refers to the fund and that related vehicle together as WP ACE and says they have substantially similar investment objectives and strategies.

WP ACE reported interest sales on July 1, 2026 through the vehicles’ respective continuous private offerings.