ACIM’s Business
A. ACIM and its Principal Owners
Atlantic Creek (sometimes referred to herein as “ACIM”) is a Delaware limited liability company
with its principal place of business in New York, New York, and with an additional office in Palm
Beach, Florida. Atlantic Creek was established in 2010 by its owners, BlueGate Partners, LLC
(“BlueGate”) and Atlantic Capital Property Investments Corp. BlueGate is a real estate advisor and
broker and is owned by Florida Crystals Corporation (“FCC”), Daniel Sachs, Eric Bylin and Mark
DeLillo (see Item 11 below). Atlantic Capital Property Investments Corp. is wholly owned by FCC,
which is majority owned by Fanjul Corp. BlueGate and Atlantic Capital Property Investments Corp.
also jointly own the ACRE General Partners, which serve as the general partners and managing
members to the ACRE Funds.
B. Advisory Services
All descriptions of the ACRE Funds in this Brochure, including, but not limited to, their investments,
the strategies used in managing those entities, the fees and other costs associated with an investment
in those entities, and conflicts of interest faced by ACIM in connection with management of those
entities are qualified in their entirety by reference to the ACRE Funds’ Documentation.
ACIM provides discretionary advisory services to the ACRE Funds, in each case based on the
particular investment objectives and strategies described in the applicable ACRE Funds’
Documentation and any side letters entered into between ACIM on behalf of the ACRE Funds and
ACRE Fund investors.
The ACRE Funds seek to make (and/or have made) investments in commercial real estate and related
assets, as described further in Item 8 below. The ACRE Funds (and their respective general partners
and managing members) are as follows:
• Atlantic Creek Real Estate Fund II, L.P., a Delaware limited partnership (“ACRE Fund II
Master”) (its general partner is Atlantic Creek Partners II, LLC);
• Atlantic Creek Real Estate Fund II Feeder, LLC, a Delaware limited liability company
(“ACRE Fund II Feeder”) (its managing member is Atlantic Creek Partners II, LLC);
• Atlantic Creek Real Estate Fund III, L.P., a Delaware limited partnership (“ACRE Fund III
Master”) (its general partner is Atlantic Creek Partners III, LLC);
• Atlantic Creek Real Estate Fund III Feeder, LLC, a Delaware limited liability company
(“ACRE Fund III Feeder”) (its managing member is Atlantic Creek Partners III, LLC);
• Atlantic Creek Real Estate Fund IV, L.P., a Delaware limited partnership (“ACRE Fund IV
Master”) (its general partner is Atlantic Creek Partners IV, LLC)
• Atlantic Creek Real Estate Fund IV Feeder, LLC, a Delaware limited liability company
(“ACRE Fund IV Feeder”) (its managing member is Atlantic Creek Partners IV, LLC);
and
• Atlantic Creek Real Estate Fund IV Offshore, L.P., a Cayman Islands exempted limited
partnership (“ACRE Fund IV Offshore”) (its general partner is Atlantic Creek Partners IV,
LLC).
As of December 31, 2021, ACRE Fund II Master and ACRE Fund II Feeder have been liquidated
and, as of December 31, 2023, each contained only an immaterial cash position. As of January 31,
2024, ACRE Fund II Master and ACRE Fund II Feeder have been fully liquidated. ACRE Fund III
Feeder invests substantially all its assets in ACRE Fund III Master. ACRE Fund IV Feeder and ACRE
Fund IV Offshore invest substantially all their assets in ACRE Fund IV Master. Investors have
invested in either the offshore fund, feeder funds or the master funds, depending on their respective
tax statuses.
Atlantic Creek will subject the ACRE General Partners, their employees (if any) and persons acting on
their behalf to Atlantic Creek’s supervision and control and, therefore, the ACRE General Partners, all
of their employees (if any) and any persons acting on their behalf are “persons associated with”
Atlantic Creek (as defined in section 202(a)(17) of the Advisers Act). Unless otherwise provided,
references to “ACIM” in this Brochure will include Atlantic Creek and the ACRE General Partners
collectively.
C. Tailoring of Advisory Services
ACIM’s investment decisions and advice are subject to each ACRE Fund’s investment objectives,
limitations, and guidelines, as set forth in the relevant ACRE Funds’ Documentation. Limitations and
guidelines include the maximum level of borrowings.
In addition, subject to the terms of the ACRE Funds’ Documentation, as described below, ACIM has
entered into agreements (such as side letters) with, and/or offered co-investment opportunities to,
certain ACRE Fund limited partners, and may enter into these agreements and/or offer co-investment
opportunities to certain ACRE Fund limited partners in the future, in each case without the approval
of any other limited partners. Side letters and co-investment opportunities may be granted to, among
other reasons, incentivize or permit limited partners to invest with ACIM, invest certain amounts or
invest with ACIM in the future.
Side letters or other similar agreements have the effect of establishing rights under, altering or
supplementing the terms of the relevant ACRE Funds’ Documentation with respect to one or more
such limited partners in a manner that could be more favorable to such limited partners than those
applicable to other limited partners. For example, the side letters or other similar agreements may
reduce or waive certain of the fees applicable to limited partners.
D. Wrap Fee Programs
ACIM does not participate in wrap fee programs.
E. Assets Under Management
As of December 31, 2023, ACIM managed approximately $520,050,000, all on a discretionary basis.