Firm History and Owners
Prime Finance was formed in 2011 under the name “Prime Group Advisor, L.P.”, a Delaware
limited partnership and was doing business as “Prime Group”, “Prime Residential” and “Prime
Finance”. On December 31, 2012, Prime Group Advisor, L.P. changed its legal name to “Prime
Finance Advisor, L.P.”, and certain owners of Prime Finance formed Prime Residential, which
relies on the Form ADV of Prime Finance to effect its registration as an investment adviser with the
SEC. Prime Finance formed Prime Finance Chicago and Prime Finance New York, each of which
is a subsidiary of Prime Finance and provides certain advisory services directly to the Finance Funds
(as defined below) and relies on the Form ADV of Prime Finance to effect its registration as an
investment adviser with the SEC. Prime Finance is the sole limited partner of each of Prime Finance
Chicago and Prime Finance New York. In combination with its affiliated and predecessor firms,
Prime Group has more than 30 years of experience in sourcing, underwriting and managing real
estate equity in the United States and more than 15 years of experience making real estate debt
investments. The owners of Prime Finance, Prime Finance Chicago and Prime Finance New York
are: John C. Atwater, Jon W. Brayshaw, Scott G. Douglass, Steve A. Gerstung and Daniel H. James
(collectively, the “Co-Founders”). The owners of Prime Residential are John C. Atwater and Daniel
H. James. As of December 31, 2023, Prime Group managed $18,593,206,956 on a discretionary
basis.
Services Provided
The Advisors provide discretionary advisory services only to private pooled investment funds and
any related parallel, co-investment and/or alternative investment vehicles (each, a “Fund” and,
collectively, the “Funds”). Prime Group’s investment business primarily consists of two distinct
platforms, each advised by either Prime Finance or Prime Residential. The Funds advised by Prime
Finance (including certain advisory services provided directly by Prime Finance Chicago and Prime
Finance New York) encompass private pooled investment funds organized primarily for the purpose
of originating, acquiring and/or investing in real estate debt and structured equity instruments or
assets (“Finance Funds”), including Funds that are organized as parallel funds (“Parallel Funds”)
and/or feeder funds (“Feeder Funds”) for legal, regulatory, tax or other reasons.
As of the date of this Brochure, the Finance Funds advised by the Advisor currently consist of three
types of funds pursuing similar real-estate debt investment strategies:
The “Short Duration Funds” invest primarily in performing, mid-size (i.e., generally $15 to
$100 million face amount) whole loans, senior loans, subordinated loans, mezzanine loans,
preferred equity interests or similar debt or debt-like instruments (collectively, “Loans”), as
well as portfolios of such Loans. Subject to the investment allocation restrictions and
considerations set forth in the Governing Fund Documents (as defined below), the active
Short Duration Funds may also invest in (i) Special Situations Investments (defined below);
(ii) Loans intended to finance “green” upgrades to commercial real estate; (iii) Loans
wherein certain bonds related thereto are subject to the credit risk retention requirements of
Section 15G of the U.S. Securities Exchange Act of 1934, as Amended (the “Exchange
Act”); (iv) rated or unrated tranches of bonds including commercial mortgage-backed
securities (“CMBS”), securities of collateralized loan obligations (“CLO Securities”) and
other securities issued in private securitizations of commercial real estate loans (“Other
Structured Finance Securities”); (v) senior or subordinated participation interests; and (vi)
other debt or debt-like securities or instruments. The Short Duration Funds’ investments are
each collateralized or otherwise backed by loans or other interests in U.S. commercial real
estate or in companies whose primary assets are U.S. commercial real estate assets, or
secured by pledges of interests in entities owning, directly or indirectly, U.S. commercial
real estate, and have an original (meaning at the time the investment instrument was created)
or expected remaining (as determined by Prime Finance) investment life of five years or
less.1
The “CMBS Opportunities Funds,” which we formerly referred to as “Long Duration
Funds,” invest primarily in tranches or classes of unrated or below investment-grade CMBS,
in all cases, backed by commercial real estate, or secured by pledges of interests in entities
owning, directly or indirectly, commercial real estate, as well as Loans or loan participations,
which a CMBS Opportunities Fund may originate or acquire, directly or indirectly through
any of its subsidiaries, to be contributed to one or more CMBS issuances from which it
intends to acquire a B-Piece (as defined below) for the purposes of satisfying the credit risk
retention requirements of the Exchange Act. “B-Pieces” mean any unrated or below
investment-grade CMBS, CLO Securities, Other Structured Finance Securities and/or
“rake” bonds backed by B notes, as well as tranches or classes of such CMBS, CLO
Securities and Other Structured Finance Securities ranked senior in priority to, and related
to or purchased in connection with, such securities. Subject to the investment allocation
restrictions and considerations set forth in the Governing Fund Documents, the active
CMBS Opportunities Funds may also invest in (i) investment-grade CMBS, (ii) CLO
Securities, Other Structured Finance Securities and/or “rake” bonds backed by B notes, as
well as tranches or classes of such CLO Securities and Other Structured Finance Securities
ranked senior in priority to, and related to or purchased in connection with, such securities;
(iii) whole loans, loan participations, tranches or classes of CLO Securities or Other
Structured Finance Securities, mezzanine loans, preferred equity or other debt-like securities
identified for investment on an opportunistic basis; (iv) secured and unsecured corporate
debt issued by public or private entities whose primary business is owning real estate; and
(v) other similar interests, securities or joint ventures in connection with any such asset
types. The CMBS Opportunities Funds’ investments are each backed by commercial real
estate, or secured by pledges of interests in entities owning, directly or indirectly,
commercial real estate.
The “Special Situations Funds” invest in (i) defaulted, non-performing or sub-performing
Loans or Loans which, at the time of investment, Prime Finance expects, in its sole
1 Investment life means the period of time beginning with the origination of the instrument or the Fund’s purchase of an investment,
as applicable, until such time the investment is expected to be paid off or sold by the Fund and is determined by the General
Partner in its sole discretion at the time the Fund makes such investment. The General Partner may, but is not obligated to, consider
certain factors in making such determination, including, without limitation, the stated duration of the investment instrument, its
(or its affiliates’) prior experience with similar investments, its due diligence on the borrowers and/or underlying collateral and
general commercial real estate debt market conditions.
discretion, to become non-performing and/or require restructurings, workouts, foreclosures
or similar processes; (ii) performing Loans, which at the time of investment, Prime Finance
expects, in its sole discretion, to have a higher risk profile as compared to the investments
typically made by the Short Duration Funds; and (iii) other assets or opportunities (including
whole companies, operating divisions, structured equity, joint-venture equity or similar
equity-like investments) related to commercial real estate.
The Advisor may manage in the future other funds, separately managed accounts or other similar
vehicles or arrangements which invest exclusively in fixed-rate Loans, Loans of longer or shorter
duration than the foregoing, structured equity products or other securities or obligations related to
real estate assets. Any future funds, separately managed accounts and other similar vehicles or
arrangements may, accordingly, have investment strategies which are similar to or overlap with
those of the existing Finance Funds. While the Finance Funds generally do not currently or, in the
future, intend to compete for the same investments, Prime Group has established policies and
procedures to help mitigate any conflicts should they arise. Such policies and procedures, as well
as Prime Finance’s investment allocation considerations, are more fully described in the Governing
Fund Documents.
Many Short Duration Funds use a variety financing facilities, including, without limitation,
subscription lines, investment-level financing facilities, collateralized loan obligations, stand-alone
debt, and A/B note structures, to leverage their investments and otherwise finance their activities.
The CMBS Opportunities Funds may also use subscription lines to manage fund liquidity and
leverage their respective portfolios, but the CMBS Opportunities Funds do not currently utilize
investment-level leverage (although they may do so if an appropriate opportunity arises). The
Special Situations Funds may use a variety of financing facilities to leverage their investments and
otherwise
finance their activities, including, without limitation, subscription lines, investment-level
financing facilities, stand-alone debt and A/B note structures. Prime Finance is always looking for
opportunities to optimize Fund leverage and use new financing solutions of any form in the future
to the extent permitted by the applicable Governing Fund Documents
The Funds advised by Prime Residential encompass private funds organized primarily for the
purpose of investing directly in real estate and real estate-related assets (“Residential Funds”).
Residential Funds generally use mortgage financings and may, from time to time, also use
mezzanine, preferred equity or ground lease structures to finance their investments and/or
subscription lines to acquire investments, manage liquidity, leverage their respective portfolios or
fund capital improvements at or otherwise provide for the operations of their respective assets. One
of the Residential Funds is organized primarily to invest cash reserves held by some of the other
Residential Funds (the “Liquidity Fund”). The Liquidity Fund invests primarily in other pooled
investment vehicles. It also owns individual debt and equity securities which are managed as
separate accounts by external managers. The Liquidity Fund does not currently leverage its
investments, although it invests in leveraged strategies. An outside advisor also assists with manager
selection and asset allocation for most investments in the Liquidity Fund.
The Advisor may also manage in the future other funds, separately managed accounts or other
similar vehicles or arrangements with investment strategies that are separate from those of the
existing Funds (“New Strategy Funds”). The terms of any New Strategy Fund may differ from those
of the existing Funds, including, without limitation, with respect to management fees, carried
interest and performance fees, liquidity rights, minimum capital commitments, expenses,
subscriptions, timing and manner of capital contributions, investment diversification and other
restrictions, access to portfolio information, content and frequency of reports, co-investment rights
and other material terms. Any such New Strategy Funds will not be considered Parallel Funds or
co-investment funds of existing Funds and will operate independently of each other and the existing
Funds, so matters such as voting rights, investment periods, fees and performance compensation
and investment limits shall not be aggregated with the existing Funds.
Within each private fund structure, there is a designated general partner, manager, or person or
entity occupying a role similar to that of a general partner or manager (each, a “General Partner,”
and together the “General Partners”). The General Partners that manage Funds are considered
affiliates of the Advisors for the purposes of this Brochure and are controlled by one or more of the
Co-Founders.
Prime Group formulates each Fund’s investment objectives and facilitates the acquisition,
management, monitoring, and disposition of each Fund’s investments. Each Advisor provides
investment advice directly to the applicable Funds and not individually to the Funds’ limited
partners or members (collectively, “Investors”). Prime Group does not consider the Investors’
individual investment objectives when managing the Funds. Prime Group manages the assets of the
Funds in accordance with the terms of each Fund’s confidential offering and/or private placement
memoranda and/or individual limited partnership or limited liability company agreement, or any
other governing documents applicable to each Fund, including the advisory agreement and holding
company service and sub-service agreement(s) applicable to certain Finance Funds (collectively,
“Governing Fund Documents”).
Each of the Funds is organized as a limited partnership or limited liability company. In order to
facilitate investment by certain investors, the General Partner (or an affiliate thereof) has, in certain
circumstances, created a Feeder Fund, which invests substantially all of its assets in the Fund
(including Parallel Funds) for which it was formed in exchange for interests in such Fund and which,
accordingly, is a limited partner of such Fund. Some of the Finance Funds also have one or more
Parallel Funds, which, subject to applicable legal, tax, regulatory or other considerations, generally
invest and divest proportionally in all investments on effectively the same terms and conditions as
such Finance Funds.
The Funds are organized as closed-end investment vehicles. All terms are generally established at
the time of the formation of a Fund and may only be amended, modified or waived in accordance
with their respective Governing Fund Documents. From time to time, the General Partners and/or
their respective affiliates, have entered into side letters or other similar agreements with particular
Investors with respect to a Fund without the approval of any other Investor in such Fund, which
have the effect of establishing rights under, altering or supplementing the terms of such Fund’s
Governing Fund Documents with respect to such Investor in a manner more favorable to such
Investor or different from than those applicable to other Investors in the same Fund. Such rights or
terms in any such side letter or other similar agreement may include, among other things, (i) excuse
rights applicable to particular investments or investments in certain jurisdictions (which may
increase the percentage interest of other Investors in, and contribution obligations of other Investors
with respect to, such investments), (ii) exclusions from delivering investor letters, opinions, parent
guarantees and/or financial statements to Fund lenders, (iii) additional information rights for an
Investor or additional reporting obligations of the General Partner, (iv) waiver or modification of
certain confidentiality obligations, (v) consent of the General Partner to certain transfers by an
Investor or other exercises by the General Partner of its discretionary authority under the Governing
Fund Documents for the benefit of such Investor, (vi) rights or terms necessary in light of particular
legal, regulatory or public policy characteristics of an Investor, (vii) confirmations of the right to
receive management fee rebates as provided for in the Governing Fund Documents, (viii) additional
obligations and restrictions of the General Partner and a Fund with respect to the structuring of any
investment in light of the legal, tax, regulatory or public policy considerations of particular
Investors, (ix) access to co-investment opportunities, (x) put rights with respect to the sale of an
Investor’s interests in a particular Fund, (xi) right to appoint representatives to the Advisory Boards
(as defined below), if applicable to the Fund, and (xii) obligation of the General Partner to solicit
consents to amend particular provisions of the Governing Fund Documents as requested by
particular investors. Any rights or terms so established in a side letter or other similar agreement
with an Investor will govern solely with respect to such Investor (but not necessarily any of such
Investor’s assignees or transferees unless so specified in such side letter or otherwise agreed by the
General Partner) and will not require the approval of any other Investor notwithstanding any other
provision of the Governing Fund Documents. Nonetheless, Investors do not participate in the
investment decisions made by the Funds and may only make withdrawals from the Funds as
permitted under limited circumstances by the Governing Fund Documents.
Other
Limited partnership interests or limited liability company interests in the Funds (collectively, the
“Interests”) are not registered under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), or any state securities laws or other securities laws or the laws of any non-U.S. jurisdiction,
nor is such registration contemplated. The Interests are offered and sold in the United States or to
U.S. persons pursuant to the exemption from the registration requirements of the Securities Act
provided by Section 4(a)(2) thereof and Regulation D promulgated thereunder and in compliance
with the applicable securities laws of the states and other jurisdictions where the offering will be
made. The Interests may be offered and sold outside the United States and to non-U.S. persons
pursuant to the exemption from registration requirements provided by Regulation S promulgated
under the Securities Act and in compliance with the applicable securities laws of the jurisdiction
where the offer will be made. The Funds are not registered under the U.S. Investment Company Act
of 1940, as amended (the “Investment Company Act”).
The fair values of the investments held by the Residential Funds are estimated by the valuation
committee established for the Residential Funds, as such committee’s members deem necessary,
but generally annually. The fair values of the investments held by the Finance Funds are estimated
quarterly by the applicable valuation committee established for the Short Duration Funds, the
CMBS Opportunities Funds or the Special Situations Funds, as the case may be. The values of the
investments held by the Liquidity Fund are obtained from the custodians of the Liquidity Fund and
the managers of the underlying pooled investment vehicles in which the Liquidity Fund invests.