Berkadia Capital Advisors, a Delaware Limited Liability Company, commenced operations in
January of 2021 and has been registered with the SEC as an investment adviser since April of
2021. Berkadia Capital Advisors advises investment vehicles that invest in short-term commercial
mortgage loans (“Bridge Loans”) primarily to middle market owners of certain properties, in each
case according to the vehicle’s investment objectives and restrictions as set forth in its Governing
Documents.
Berkadia Group
Berkadia Capital Advisors is part of the Berkadia group of companies (the “Berkadia Group”),
which was formed in 2009 as a joint venture of Berkshire Hathaway and Leucadia National
Corporation (now Jefferies Financial Group). The Berkadia Group offers a broad spectrum of
services to customers involved in the multi-family and commercial property industry including,
among other things: (i) commercial mortgage loan origination, underwriting, brokerage and
servicing services (including services with respect to Bridge Loans), which are conducted
exclusively by Berkadia Commercial Mortgage LLC and Berkadia Commercial Mortgage Inc.
(together, “BCM”), (ii) commercial real estate property sales and related brokerage services,
which are conducted exclusively by Berkadia Real Estate Advisors LLC and Berkadia Real Estate
Advisors Inc., (together “BREA”) and (iii) affordable housing tax credit syndication services, which
are conducted exclusively by Berkadia Affordable Tax Credit Solutions.
Berkadia Capital Advisors’ investment advisory services (described below) are intended to be
complementary to the services provided by other members of the Berkadia Group to their multi-
family and commercial property clients (“Berkadia Group Customers”), which includes loan
origination, servicing, refinance and property sale opportunities related to a borrower, a related
person of a borrower or a property securing a Bridge Loan, or otherwise in connection with a
Bridge Loan held by Clients and will receive fees or other compensation or have an opportunity
to earn or receive other remuneration or pecuniary benefits in connection therewith – creating
various conflicts of interest, which are described in more detail throughout this Brochure. For
example, Berkadia Capital Advisors expects that BCM will underwrite and originate substantially
all of the Bridge Loans in which a Client will invest, directly or through an affiliated entity, and
that each Client who invests in a Bridge Loan so originated will purchase all or a portion of the
Bridge Loan or a participation in such Bridge Loans from BCM or a Berkadia Group affiliate or
from another Client. When BCM originates Bridge Loans and sells (or participates) them to
Clients, the Berkadia Group expects to receive underwriting, closing, exit and origination fees,
servicing fees, administrative support fees, expense reimbursements and other Berkadia Group
Benefits (as defined below).
Because Berkadia Group Customers include Clients, borrowers, purchasers or sellers of a
property, and others who have an interest (pecuniary or otherwise) in the Bridge Loans in which
Clients will invest or the properties securing those Bridge Loans, Berkadia Capital Advisors will
face a variety of conflicts of interest. For example, borrowers on the Bridge Loans, or their related
persons, will be Berkadia Group Customers because BCM will act as a mortgage broker (among
other functions) in connection with their Bridge Loan and, in many cases, these same borrowers
or their affiliates will be consumers
or prospective consumers of other Berkadia Group services
(e.g., retaining BREA in connection with the purchase or sale of a property). Opportunities in
respect of Berkadia Group Customers will be directed to members of the Berkadia Group who
will receive fees or other compensation or have an opportunity to earn or receive other
remuneration or pecuniary benefits (“Berkadia Group Benefits”). Clients will often bear expenses
related to such services or sales. Except as otherwise agreed in a Client’s Governing Documents,
Berkadia Group Benefits paid (or costs and expenses borne) by a Berkadia Group Customer or
third party will not be shared with a Client, even if related to or in connection with a Bridge Loan
held by that Client.
Berkadia Capital Advisors’ Services
Berkadia Capital Advisors' ability to freely and fully invest committed capital is limited by the
Client’s investment mandate (i.e., the investment objectives, criteria, restrictions, and other
limitations that will apply to our management of a Client’s assets), which will be set forth in the
organizational, offering and/or investment advisory documents for the Client (“Governing
Documents”). Investment advice is provided directly and individually to each Client, not tailored
to any particular investor in a Client, but remains subject to the direction and control of the
Client’s managing member, general partner, or similar entity (as applicable), which we expect will
be Berkadia Capital Advisors or an affiliate. While Berkadia Capital Advisors does not tailor its
advisory services for a particular investor, it can consider input from investors or prospective
investors in setting a Client’s investment mandate. The terms of the Governing Documents,
including the investment mandate, can differ from client to client and a general partner or
managing member can, on behalf of a Client that is a pooled investment vehicle, enter into side
letters with one or more investors in such Client. A side letter can include modifications to the
investment mandate for tax, regulatory or other reasons.
Berkadia Capital Advisors engages third party service providers to provide appropriate support
for the services it provides to its clients. In doing so, Berkadia Capital Advisors employs both
affiliated and non-affiliated entities with the relevant expertise in the areas of support required.
All such engagements, including those with affiliates, are entered into with pricing, terms and
conditions that are reasonable under the circumstances and otherwise documented pursuant to
written agreements that are generally typical in the market.
Although each Client will have a particular investment mandate, Berkadia Capital Advisors
expects that its Clients will invest in Bridge Loans that range on average from $10 million to $50
million in original principal amount. These Bridge Loans are expected to be made to non-
institutional borrowers who are seeking interim financing for up to forty-eight (48) months,
pending their properties qualifying for: (a) permanent loan financing through a Berkadia Group
company or established commercial loan programs such as those offered by Fannie Mae, Freddie
Mac, FHA/HUD, insurance companies and CMBS platforms, or (b) a sale. Notwithstanding the
foregoing, Clients will also hold, from time to time, certain short-term and cash management
investments consistent with the Client’s Governing Documents.
As of December 31, 2023, Berkadia Capital Advisors has $809,166,368in regulatory assets under
management.