Our Firm & Ownership
Prime Meridian Capital Management, LLC is a limited liability company organized under
the laws of the State of Nevada on March 12, 2012. PMCM is majority owned by Donald
D. Davis, Poise Holdings, Inc. and TAM USA, LLC. PMCM has previously relied on the
“private fund adviser” exemptions from registration as an investment adviser. We are
registered as an investment adviser with the SEC since August 11, 2017 and notice filed
with all applicable state jurisdictions.
Advisory Services Offered
PMCM serves as the investment manager to several investment funds (each referred to
herein as a “Fund” and collectively as the “Funds”) and as a sub-adviser to a registered
closed-end mutual fund. We have sole authority to invest and reinvest the Funds’ assets,
as well as to make all other decisions regarding the Funds’ operations, including
distribution policies, valuation of assets, Fund expenses, amounts of indebtedness,
admitting limited partners or members, and engaging necessary service providers.
Investment Funds
We manage, are the General Partner or Manager of, and offer for sale to investors limited
partnership or membership interests in the following pooled investment vehicles, each
organized as Nevada or Delaware limited partnerships or limited liability companies: (i)
Prime Meridian Income Fund, LP ("PMI"); (ii) Prime Meridian Real Estate Lending Fund,
LP (“REL”); (iii) Prime Meridian Small Business Lending Fund, LP (“SBL”); (iv) Prime
Meridian Special Opportunities Fund, LP (“SOF”); (v) Prime Meridian NPL, LLC (“NPL”);
and (vi) Prime Meridian Moneylion SPV, LLC (“SPV”).1
PMCM provides investment advisory services to pooled investment vehicles (other than
Investment companies), and private investment funds that meet the exclusion from the
definition of an investment company under Section 3(c)(1), 3(c)(5) or 3(c)(7) of the
Investment Company Act of 1940 ("Investment Company Act").
These private investment funds, the Funds, are structured similarly. We are responsible
for all management decisions of the Funds. The Funds are offered (“Offering”) only to
persons who are “accredited investors” (as that term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended – (“Securities Act”) and,
depending on the Fund, who are also "qualified clients" "(as that term is defined in the
Rule 205-3 of the Investment Advisers Act of 1940) or "qualified purchasers" (as that term
1 SPV is not open to outside participants and was formed to hold one specific asset for two of our funds.
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is defined in the Section 2(a)(51) of the Investment Company Act). The interests offered
will not be registered with the Securities and Exchange Commission under the Securities
Act, in reliance on the exemption from registration under Rule 506 of Regulation D
promulgated under Section 4(a)(2) of the Securities Act.
Except for SOF, the Funds' investment objectives are to seek to maximize the Funds’
returns primarily through investing in loans originated by one or more peer-to-peer/Online
Marketplace Lending platforms (collectively, the “Issuer”). The Funds individually invest
in consumer, leveraged consumer, small business, and real estate loans originated by
these Issuers (e.g., LendingClub Corporation (“LendingClub”) and Prosper Market Place,
Inc, (“Prosper”). In this way, we offer a family of Funds, each one focused on a different
loan type, and all are dedicated to loans originated by online Marketplace Lending
Platforms.
The loans purchased by the Funds are secured and unsecured private securities issued
by the Issuer (the “Loans”) through “peer-to-peer” (“P2P”) or Marketplace Lending
platforms (collectively, the “Platforms”). The leading sponsors of consumer online credit
platforms, LendingClub and Prosper, offer their loans pursuant to
registration statements
filed with SEC. The Platforms for real estate are platforms such as Patch of Land,
Sharestates, and Money360. The Platforms are an online marketplace that allows
individual and institutional investors to purchase individual loans that are posted by the
Platforms for borrowers they have underwritten. In turn, lender members of the Issuer,
such as the Funds, have the opportunity to bid on such loan listings and purchase Loans
from the Issuer relating to the borrower loans in the principal amounts of the respective
bids.
Consumer borrower loans are typically unsecured obligations of individual borrowers with
a fixed interest rate set by the Issuer and a loan term currently set at three or five years.
However, there are also consumer loans which are partially secured by bank deposits
and the term is 1-2 years. The Issuers set the interest rates for borrower loans based on
its proprietary credit rating system. The Fund will receive its pro rata portion of principal
and interest payments that the Issuer receives on the corresponding borrower loan for a
given Loan.
The investment objective of SOF is to seek to maximize its returns through investing in
the alternative investments selected by PMCM. Such alternative investments may include
investments in life settlement contracts. In addition, SOF's assets may be used to finance
litigation. Further, SOF's assets may be used to finance credit facilities, including non-
prime consumer and automobile credit facilities.
The investment objective of NPL is to seek to maximize the Company’s returns through
purchasing, at a discount, nonperforming loans (“NPL(s)”).
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The Funds have broad and flexible investment authority. There are no restrictions on the
Funds’ allowable investments. The Funds may trade or invest in any other type of
investment that is now, or may hereafter be, offered for trading on U.S. or international
exchanges or markets (whether regulated, over the counter or private). PMCM may, in its
sole discretion, make changes to the contents of the Partnership’s or Membership’s
investment portfolio at any time and from time to time, and expressly reserves the right to
invest in other investment funds.
This Disclosure Brochure provides only broad summaries of the information provided in
the offering documents for the Funds. Investors should refer to the relevant Fund Offering
Memorandum, Subscription Application and Limited Partnership Agreement or Operating
Agreement (the “Offering Documents”) for definitive and more comprehensive information
regarding a specific investment concept and the matters described in this Disclosure
Brochure.
Each Fund’s “Subscription Agreement” will describe the terms and conditions related to
the specific purchase and sale of each Investor’s interest in a Fund in addition to
disclosures related to the risks of investing in a Fund, among other things.
Fund Investor Guidelines and Restrictions
PMCM’s advice with respect to the Funds is, and will be, made in accordance with the
investment objectives and guidelines as set forth in the respective Fund’s Offering
Documents. Fund Investors may not impose restrictions (with the exception of
agreements or “side letters” illustrated in the Private Placement Memorandum) on
investing in certain securities or certain types of securities. However, PMCM has the right
to enter into agreements, such as side letters, with certain underlying investors of the
Funds that may, in each case, provide for terms of investment that are more favorable
than the terms provided to other underlying investors of the Funds.
Wrap Accounts
We do not, at this time, participate in wrap fee programs.
Assets Under Management
As of December 31, 2023, we had total discretionary assets under management of
approximately $184,398,852.
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