A. Description of Advisory Business
Locust Point Capital, Inc. (“Locust Point” or “we”), a Delaware corporation, was organized in May 2015.
Locust Point’s sole investment strategy is providing capital solutions as a lower middle-market lender to
seniors housing and care companies seeking flexible, non-dilutive financing. Locust Point’s principals and
owners, Eric M. Smith and Daniel R. Contardi, have decades of experience financing seniors housing and
care companies and have formed long lasting relationships with owner-operators, lenders, and sponsors,
which we believe results in strong risk-adjusted returns for our investors. Given the complex nature of the
seniors housing and care sector, the combination of our deep expertise in the market and our strong
relationships gives us a strategic platform to access available opportunities in the lower middle market,
throughout the economic cycle. Our team has broad lending and investing experience in the seniors
housing and care sector, and our investment approach is designed to provide the transparency, flexibility,
and reliability that sophisticated investors demand.
B. Description of Advisory Services
Locust Point and its affiliated general partner and management company entities (together with their
controlled affiliates) provide discretionary investment management services to private pooled investment
vehicles, the securities of which are offered to investors on a private placement basis. Currently, Locust
Point’s clients are (i) Locust Point Private Credit Fund, L.P. (“Fund I”), a Delaware limited partnership formed
in November 2016, (ii) Locust Point Seniors Housing Debt Fund II, L.P. a Delaware limited partnership
formed in November 2019 (“Fund II”), (iii) Locust Point Senior Mortgage Fund, L.P., a Delaware limited
partnership formed in November 2021 (the “SMF”); the SMF’s wholly-owned REIT, the Locust Point Senior
Mortgage REIT, Inc. (“LPSM REIT”, and, together with the SMF, the “Senior Mortgage Fund”); and (iv) Locust
Point Private Credit Fund III, L.P., a Delaware limited partnership formed in April 2022 (“Fund III”). As private
credit funds, each Fund’s investments consist of loans to, or preferred equity investments in, small and
mid-sized companies serving the senior housing and long-term care industries (as used in this Brochure,
each such company is an “Owner-Operator,” and collectively, are “Owner-Operators”). Each of Fund I, Fund
II and Fund III’s loans primarily take the form of subordinated debt and, to a limited extent, preferred equity
investments and debt with senior collateral (together, Fund I, Fund II and Fund III are the “Subordinate
Funds” and, together with the Senior Mortgage Fund, are the “Funds”). The Senior Mortgage Fund focuses
exclusively on senior-position mortgage loans to Owner-Operators and is utilized by Locust Point to offer a
“complete capital solution” to Owner-Operators, i.e., a financing package that includes a senior debt
component and a subordinated debt component. The Senior Mortgage Fund only lends alongside a
subordinate mortgage loan being provided by a Subordinate Fund (as used in this Brochure, each such loan
is an “investment,” and collectively, are the “investments”).
While the Subordinated Debt Funds are closed-end funds, the Senior Mortgage Fund is structured as a
perpetual “evergreen”
fund with multiple “Series”. Each Series has a three-year investment period at the
end of which, automatically, each investor will be deemed to make a new capital commitment to the
subsequent Series in an amount equal to the capital commitment in the prior Series, unless the Senior
Mortgage Fund
General Partner elects not to raise a subsequent Series, or such investor submits a notice to the Senior
Mortgage Fund General Partner indicating that they wish to make a reduced commitment or no commitment
in the subsequent Series. Investors also have the option to increase their capital commitments in subsequent
Series. Each Series of the Senior Mortgage Fund intends to invest substantially all of its capital contributions
in Investments by investing through one or more entities intended to be treated as real estate investment
trusts (“REITs”) for U.S. federal income tax purposes.
The Funds provide capital to senior housing and care facility Owner-Operators to fund their acquisitions,
refinancing, recapitalizations, new construction, capital investment or working capital, or any combination
thereof. Locust Point provides advisory services to each Fund pursuant to an investment management
agreement with each Fund. Such services include, without limitation: identifying and screening potential
investments; conducting diligence on and underwriting the Fund’s investments; monitoring the performance
of Fund investments; supervising and facilitating the exit and refinancing of investments; and preparing
investor or other reports.
C. Availability of Customized Services for Clients
Locust Point’s management of each Fund is governed by the applicable Fund’s (i) offering memorandum,
(ii) organizational documents, such as its limited partnership agreement, or operating agreement, and (iii)
the investment management agreement between Locust Point and the relevant Fund (the “Governing
Documents”). Locust Point does not customize its investment advice based on the needs or circumstances of
any particular Fund investor.
Subject to applicable law and the Funds’ Governing Documents, Locust Point may enter into side letters or
other writings with specific investors in a Fund (each, a “Side Letter Investor”) that provide for terms of
investment that are more favorable than the terms provided to other investors in that Fund. Such side letters
or other writings may have the effect of establishing rights under, or altering or supplementing, the terms
applicable to the Side Letter Investor in that Fund including, without limitation, terms regarding: (i) waivers
or reductions of the management fee and the incentive allocation (i.e., carried interest); (ii) access to
information, (iii) more favorable transfer rights, (iv) more favorable liquidity rights, and (v) other rights and
preferences. Any rights established, or any terms altered or supplemented in a side letter, will apply to only
that investor and no other Fund investor that is not also a party to the side letter.
D. Wrap Fee Programs
Locust Point does not participate in any wrap fee programs.
E. Client Assets
As of December 31, 2023, Locust Point has $1,326,771,245 in regulatory assets under management, which
we advise on a discretionary basis. Locust Point does not manage any assets on a non-discretionary basis.