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Now Offering

Two ways into Buxton Helmsley.

Open to accredited investors only · Offered under Rule 506(c) of Regulation D

Limited partnership interests in the firm’s activist fund, managed by Buxton Helmsley Fund Management, LLC, and common stock in Buxton Helmsley, Inc., the group’s holding company.  The first is an allocation to a concentrated activist strategy.  The second is a minority stake in the holding company, with minimal voting rights.

Minimums
$200,000 individuals
$1,000,000 entities
Exemption
Rule 506(c), Regulation D
Verified accredited investors
The fund
Open for the initial close
Limited partnership interests
The shares
$13.43 per share
Minimum close: $3,000,000 by January 29, 2027.  Payments held in escrow until then.

The Firm

A forensic activist, anchored in New York.

Buxton Helmsley looks for public companies where, in its view, accounting failures, disclosure deficiencies or governance breakdowns have led the market to misprice them, and engages their boards to address those failures.

Brand established
2014
One office, in Midtown Manhattan.  Campaigns under the Buxton Helmsley name have engaged issuers in the United States and abroad; those commenced before June 2025 were run by The Buxton Helmsley Group, Inc., which is not affiliated with Buxton Helmsley, Inc.
Global activist ranking
Top 15%
Among activist investors worldwide, by number of campaigns. Source: Bloomberg.
Institutional service providers
8
An independent auditor, a fund administrator, two prime brokers, outsourced accounting and three law firms.

The Instruments

The portfolio, or the manager.

They differ in what you own, how you get out, and who decides.  Each ledger lists the terms of its own instrument; the fund’s also states the strategy’s targets, which are aims rather than terms.

I.The Strategy

Limited partnership interests

A concentrated, long-oriented activist strategy that targets eight to fifteen positions, primarily in U.S.-listed equities, with an intended holding period of twelve to twenty-four months.  Limited partners’ accounts are kept by an independent administrator rather than by the manager.

Instrument
Limited partnership interest
Minimum (individuals)
$200,000
Minimum (entities)
$1,000,000
Fees
1.5% management fee; 25% performance fee above a 5% hurdle
Liquidity
Quarterly after a one-year hard lock-up, on 60 days’ written notice
Target portfolio
8–15 positions; North America and Europe, primarily U.S.-listed
Target horizon
12–24 months (target)
Administrator
IQ EQ Fund Services LLC
Status
Open.  Accepting subscriptions for the initial close.

II.The Manager

Common stock in Buxton Helmsley, Inc.

A minority equity interest in Buxton Helmsley, Inc., the holding company of the group whose subsidiaries manage the fund, and which also conducts, through a separate subsidiary, an advisory practice.  The horizon is longer than a fund allocation, the shares carry minimal voting rights, and there is no public market for them.

Instrument
Common stock, $13.43 per share
Minimum (individuals)
$200,000
Minimum (entities)
$1,000,000
Class and rights
Common stock with minimal voting rights.  Holders do not manage the Company or direct its operations.  Pre-emptive rights apply only to holders of at least 1% on a fully diluted basis.
Transfer
Restricted securities.  Transfers require the Company’s right of first refusal to lapse or Board approval, and are further restricted under the Stockholders Agreement.  No public market exists.
Status
Open.  Subscriptions are held in escrow until a $3,000,000 minimum is reached by January 29, 2027, then closed in a series of closings.

Initial Close

I. The Strategy

Applies to the limited partnership interests only.  Investors admitted at the initial close of the fund participate on terms not available in subsequent closings; those terms are set out in the offering documents and are provided on request.  The common stock is subject to its own minimum offering amount, set out below.

Minimum Offering

II. Common stock in Buxton Helmsley, Inc.

Subscriptions for the common stock are subject to a $3,000,000 minimum offering amount.  Payments are held in escrow by Falcon Rappaport & Berkman LLP until that amount is reached.  If it is not reached by 5:00 p.m. New York time on January 29, 2027, every payment is returned in full.  Subscriptions that close at the minimum closing pay $13.43 per share and nothing more.  Cash subscriptions that close afterward carry an interest charge of 7.00% a year from the date of the minimum closing, which the company may waive.  The offering memorandum sets out the full terms.

Side By Side

Where the two part ways.

Limited partnership interests and common stock compared
I.  Limited partnership interestsII.  Common stock
What you ownAn interest in the fund and its portfolioShares in Buxton Helmsley, Inc., the holding company
IssuerThe fund, whose general partner is Buxton Helmsley Fund GP, LLCBuxton Helmsley, Inc.
PriceNet asset value, determined under the offering documents$13.43 per share
Minimums$200,000 individuals · $1,000,000 entities$200,000 individuals · $1,000,000 entities
Fees1.5% management; 25% performance above a 5% hurdleSet out in the offering documents
Getting outQuarterly after a one-year hard lock-up, on 60 days’ written noticeRestricted securities with no public market.  Transfers need the right of first refusal to lapse or Board approval, and are further restricted under the Stockholders Agreement
Say in decisionsSet out in the offering documentsMinimal voting rights; no role in management; pre-emptive rights only for holders of at least 1% on a fully diluted basis
ClosingInitial close, then subsequent closingsMinimum close: $3,000,000 by January 29, 2027.  Payments held in escrow until then.
Horizon12–24 months (target)Longer than a fund allocation

The Case

Diligence the firm has already published.

No performance figures appear on this page.  The record is on the site, beside the qualifications that govern it; an engagement is withheld only where disclosure would be unlawful.

  1. 01

    The method, in writing

    Forensic screening, professional-history tracking and governance analysis are set out step by step on the investment process page.  It is the best place to start.

  2. 02

    The campaign record, published

    Correspondence and outcomes for campaigns under the Buxton Helmsley name are in the campaign ledger, each with a disclosure naming the entity that ran it—including the campaigns that did not go as intended.

  3. 03

    The people accountable

    The board of directors and executive management, with their backgrounds, are listed on the leadership page.

  4. 04

    Records kept independently

    Funds managed by the firm are administered by IQ EQ Fund Services LLC and audited by UHY LLP. Investor statements come from the administrator, not the manager.

Structure

Who does what.

The Entities

Buxton Helmsley, Inc.
Holding company · issuer of the common stock
Buxton Helmsley USA, Inc.
Exempt reporting adviser
Buxton Helmsley Fund Management, LLC
Fund manager
Buxton Helmsley Fund GP, LLC
General partner

Buxton Helmsley USA, Inc. is an exempt reporting adviser.  It is not registered with the Securities and Exchange Commission as an investment adviser.

Buxton Helmsley, Inc. also provides advisory services, for fees, to boards, management teams, private equity firms and lenders, and litigation counsel, through a U.S. operating subsidiary that is not part of the firm’s asset management business.  The firm is completing the separation of the two as it hires.  Those services are not offered by Buxton Helmsley USA, Inc. or any of its subsidiaries.

Service Providers

Strategic Accounting Partner
CFGI
Independent Auditor
UHY LLP
Fund Administrator
IQ EQ Fund Services LLC
Prime Broker
Velocity Clearing, LLC
Prime Broker
Clear Street, LLC
Litigation Counsel
Quinn Emanuel Urquhart & Sullivan, LLP
Activism Counsel
McDermott Will & Schulte LLP
General Corporate & Litigation Counsel
Falcon Rappaport & Berkman LLP

After You Ask

From a request to a subscription.

  1. 01

    Your request reaches the firm

    It is delivered to the investor relations desk and read by the firm.  Nothing is passed to a third party.

  2. 02

    Materials, and a conversation

    We send the offering materials for the instrument you chose and arrange a time to speak with the firm directly.

  3. 03

    Subscription documents

    You complete and sign the subscription documents, including the Rule 506(c) acknowledgments, through the Investor Portal or by e-signature.

  4. 04

    Verification

    Before countersigning any subscription, the firm takes reasonable steps to verify accredited status, as Rule 506(c) requires.  The checkbox on this page does not count.

  5. 05

    Countersignature and funding

    The firm countersigns and confirms receipt of funds.  Fund investors then receive statements from the administrator through the Investor Portal.

Questions

Asked before subscribing.

Anything not answered here can go to ir@buxtonhelmsley.com.

Accredited investors as defined under Rule 501(a) of Regulation D. The minimum is $200,000 for individuals and $1,000,000 for entities, for either instrument.

Next Step

Request the materials.

Tell us which instrument interests you.  We will send the offering materials and arrange a time to speak with the firm directly.

Investor Relations
ir@buxtonhelmsley.com
Office
1185 Avenue of the Americas, Floor 3
New York, NY 10036-2600

Request Information

Inquiries are handled by the firm directly.  Nothing is shared with third parties.

Investor Type
Area Of Interest

Self-certification only.  The firm will verify accredited status independently before accepting any subscription.

Requesting information places you under no obligation.

Important Disclosures

Not an offer

This page is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any security. Any offer is made solely through the operative offering documents.

Eligibility

The offering is made under Rule 506(c) of Regulation D and is limited to accredited investors as defined under Rule 501(a). Because the offering relies on Rule 506(c), the firm is required to take reasonable steps to verify accredited status before accepting any subscription; self-certification alone is not sufficient.

Risk

The securities described involve substantial risk, including the possible loss of the entire investment, and are illiquid restricted securities for which no public market exists. Past performance is not indicative of future results.

Forward-looking statements

Statements on this page that are not historical fact are forward-looking and involve known and unknown risks and uncertainties. Actual results may differ materially. The firm undertakes no obligation to update any forward-looking statement.

Administration

Funds managed by Buxton Helmsley are independently administered by IQ EQ Fund Services LLC. Investor statements and other account documents are made available directly through the Investor Portal.

Advisory practice

Buxton Helmsley, Inc., the issuer of the common stock, offers fee-based advisory services through a U.S. operating subsidiary that is not part of the firm’s asset management business. Until the firm makes the hires needed to separate the two businesses fully, some of the same people serve both, which divides their time and places more weight on the firm’s conflict rules. Revenue from the practice is not assured, and claims arising from advisory work could affect the subsidiary and, through it, Buxton Helmsley, Inc. The firm may accept an advisory engagement concerning a company in which a fund it manages holds a position. For the term of an advisory engagement and twelve months after it ends, and for longer while the firm holds material nonpublic information obtained in it, no fund or account the firm manages trades in the securities of the company concerned, including a position it already holds, and confidential information obtained in an engagement is not used in the firm’s research or investing. These restrictions may cause the funds to forgo investment opportunities they would otherwise pursue, or prevent them from selling a position when they would otherwise sell it. Nothing on this page offers advisory services.

Ranking

The ranking cited above is Bloomberg’s, based on number of campaigns. It counts campaigns under the Buxton Helmsley name, including those commenced before June 2025 by The Buxton Helmsley Group, Inc., which is not affiliated with Buxton Helmsley, Inc. It is not a measure of investment performance.

Campaign record

The investor-engagement campaigns referenced above were conducted by two different entities. Campaigns commenced before June 2025—including those involving Fossil Group, Inc., Mallinckrodt plc, Endo International plc, and EchoStar Corporation—were conducted by The Buxton Helmsley Group, Inc., which was previously authorized to use the “Buxton Helmsley” trademark. The Buxton Helmsley Group, Inc. is in no way affiliated with Buxton Helmsley, Inc. or its affiliated entities, and those campaigns are relevant to Buxton Helmsley, Inc. and its affiliated entities solely by reason of their employment of the same key principal, Alexander E. Parker. Campaigns commenced in or after June 2025—including the campaign involving Daily Journal Corporation—were conducted by Buxton Helmsley USA, Inc., an affiliate of Buxton Helmsley, Inc.

IntermediariesBuxton Helmsley works with registered placement agents on its offerings. The terms of appointment.