Pretium Partners, LLC, founded in 2012, is an investment manager focused on real estate,
mortgage finance, corporate and structured credit and specialty finance. Pretium Partners, LLC
conducts its real estate investment management business through Pretium Single-Family Rental
Manager III, LLC (“SFR III”), a Delaware limited liability company, and through a variety of other
relying advisers, all of which are under common control with SFR III (each a “Relying Adviser”).
This Form ADV Part 2 Brochure describes the investment advisory activities of SFR III and its
Relying Advisers. For ease of reference, the term “Investment Adviser” or “Pretium” is used
throughout this Brochure and should be understood to include SFR III and, where applicable, all of
its various Relying Advisers. SFR III and the Relying Advisers are primarily owned by Donald R.
Mullen, Jr. and are direct or indirect subsidiaries of Pretium Partners, LLC.
Advisory Services
The Clients (as defined below) principally invest in single-family residential real estate
properties and seek to capitalize on the growth of the institutional single-family rental industry in
the United States. The Clients seek to earn capital gains by acquiring single-family homes at
discounted prices and executing strategies to maximize their value by conducting repairs and
renovations and generating rental income.
Clients
Pretium’s Clients can be broadly categorized as either (i) pooled investment vehicles that
are structured as limited partnerships, limited liability companies or corporations and which comply
with Section 3(c)(1) or 3(c)(7) of the Investment Company Act of 1940 (“Private Funds”); (ii) single
investor funds, (iii) single investor managed accounts or funds (“Managed Accounts”); or (iv) joint
ventures with third parties (“Joint Ventures”). The Private Funds, single investor funds, Managed
Accounts and Joint Ventures are referred to throughout this Brochure as “Clients.”
Private Funds
The Private Funds and single investor funds are not registered or required to be registered
as investment companies under the U.S. Investment Company Act of 1940, as amended (the
“Investment Company Act”), in reliance upon the exclusion from the definition of investment
company provided by Sections 3(c)(1) and 3(c)(7) of the Investment Company Act. Likewise,
securities issued by the Private Fund generally rely on the offering exemptions provided by Section
4(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Regulation D
thereunder. Interests in the Private Funds are privately placed to qualified investors in the United
States and elsewhere in accordance with applicable laws.
The Investment Adviser advises the Private Funds in an attempt to achieve each Private
Funds’ investment objective (consistent with any relevant guidelines or restrictions) and does not
tailor its advice to the individual needs of any investor in a Private Fund. Investors in the Private
Funds generally cannot impose any restrictions on the way in which the Investment Adviser
provides advice to the Private Funds. The Investment Adviser’s management of the Private Funds
is subject to the terms of each respective Private Fund’s Governing Documents (as defined below).
The Investment Adviser generally expects to enter into agreements (“Side Letters”) with one or
more of their investors whereby, in consideration for agreeing to invest certain amounts in a Client
and/or providing other consideration, such investors may be granted favorable rights not afforded
other investors in such Client. Such rights typically include one or more of the following: rights to
receive reports from the Client on a more frequent basis or that include information not typically
provided to other investors; rights to receive reduced rates of performance fees/allocations and/or
management fees earned by Pretium, each Client’s general partner and/or other affiliates; excuse
rights; information rights; co-investment rights; rights to transfer interests in a Fund; and such other
rights as may be negotiated between the Client, Pretium and such investors. Side Letters may be
entered into by the Client and Pretium without the consent of other investors in such Client.
Additionally, except as required by “most-favored-nations” clauses or under the relevant Governing
Documents, Side Letters will not be disclosed to other investors in such Client.
Single Investor Managed Accounts and Joint
Ventures
As described above, the Investment Advisers provide investment advisory services to
Managed Accounts and Joint Ventures, which, unlike the Private Funds described above, are
generally formed for the specific purpose of managing the assets of a single investor. The
investment strategies for the Managed Accounts and Joint Ventures generally parallel all or a
portion of the investment strategies of one or more of the Private Funds, but there are differences
among the Clients’ “buy boxes,” i.e., the list of characteristics including, without limitation,
locations, types of homes or minimum/maximum net yields, for the properties in which the
Managed Account, Joint Venture and the Private Fund will invest. The advisory services provided
to each Managed Account and Joint Venture, and the related terms and fees, are negotiated on a
case-by-case basis.
Governing Documents
The descriptions of the Clients in this Brochure, including the type of investments made and
strategies used, fees and expenses charged, risk factors and conflicts of interests that arise in the
Investment Adviser’s management of such Clients and investments, are qualified in their entirety
by reference to each of the Clients’ agreements with the relevant Investment Adviser as well as any
other formal offering materials, including, but not limited to, the offering memorandum,
memorandum and articles of association, limited partnership agreement, joint venture agreement,
investment management agreement or subscription document, as applicable and as each can be
amended, supplemented, or modified from time to time (collectively, the “Governing Documents”).
More complete information about the Clients is included in the relevant Governing
Documents, which should be carefully reviewed prior to making an investment decision. In no event
should this Brochure be considered an offer to sell or a solicitation of an offer to buy interests in
the Clients or relied upon in determining to invest in the Clients. This Brochure is designed solely
to provide information about SFR III and the Relying Advisers for purposes of complying with
certain obligations under the U.S. Investment Advisers Act of 1940, as amended (the “Advisers
Act”), and as such, respond to relevant regulatory requirements under the Advisers Act that can
differ from the information required to be provided in the Clients’ relevant Governing Documents.
In the event of any inconsistency between the Governing Documents and this Brochure, the
Governing Documents shall control.
The Investment Adviser does not participate in wrap fee programs.
Assets Under Management
As of December 31, 2023, SFR III and the Relying Advisers managed approximately
$34,843,178,825 of regulatory assets under management. Such amount is preliminary and
unaudited.
This Brochure generally includes information about the Investment Adviser and its
relationships with its Clients and affiliates. While much of this Brochure applies to all such Clients
and affiliates, certain information included herein applies to specific Clients or affiliates only. This
Brochure does not constitute an offer to sell or solicitation of an offer to buy any securities. The
securities of the Clients are offered and sold on a private placement basis under exemptions
promulgated under the Securities Act of 1933, as amended, and other exemptions of similar import
under U.S. state laws and the laws of other jurisdictions where any offering may be made.
The descriptions set forth in this Brochure of specific advisory services that the Investment
Adviser offers to Clients, and investment strategies pursued and investments made by the Investment
Adviser on behalf of its Clients, should not be understood to limit in any way the Investment
Adviser’s investment activities. The Investment Adviser may offer any advisory services, engage in
any investment strategy and make any investment, including any not described in this Brochure,
that the Investment Adviser considers appropriate, subject to each Client’s investment objectives
and guidelines. The investment strategies the Investment Adviser pursues are speculative and entail
substantial risks. Clients should be prepared to bear a substantial loss of any invested capital. There
can be no assurance that the investment objectives of any Client will be achieved.