Description of Firm
AFC Management, LLC ("AFC") was formed in January 2020 and became an SEC-registered
investment adviser in March 2021. Our principal place of business is in West Palm Beach, FL.
We are organized as a limited liability company under the laws of the State of Delaware and a
wholly-owned subsidiary of Castleground Holdings LLC, formerly known as Advanced Flower
Capital Management, LLC.
AFC is beneficially owned by Leonard Tannenbaum, Robyn Tannenbaum, other members of
the Tannenbaum family and minority interests are held by other members. Mr. Tannenbaum
and Mrs. Tannenbaum beneficially own over 75% of the outstanding equity of AFC.
As used in this brochure, the words "we," "our" and "us" refer to AFC and the words "you,"
"your" and "client" refer to you as either a client or prospective client of AFC.
Portfolio Management Services
Currently, AFC provides investment management services to AFC Warehouse Holding, LLC,
a pooled investment vehicle (“AFC Warehouse”), and AFC Gamma, Inc., a publicly-traded
Maryland real estate investment trust (“AFC Gamma”, together with AFC Warehouse, the
“Funds”). AFC may in the future, subject to any limitations described in the Management
Agreements (defined below) it enters into with its clients, advise other real estate investment
trusts, investment companies, private investment funds, structured finance vehicles,
institutional investors, business development companies or other persons or entities.
AFC specializes in managing debt and equity investments to (i) state-law compliant cannabis
industry operators and (ii) commercial real estate owners, operators, developers and related
companies. The investment objective of our Funds is to seek attractive, risk-adjusted returns
by providing debt and equity capital to (i) cannabis companies operating in states that have
legalized cannabis for medical and/or adult use and (ii) commercial real estate owners,
operators, developers and related companies. The Funds have different investment strategies
but AFC Gamma’s strategy includes investments primarily structured as senior debt
investments secured by real estate and in certain situations secured by equipment, licenses
and/or other assets of the applicable loan parties to the extent permitted by applicable laws.
AFC Warehouse’s strategy includes equity investments in the cannabis industry, including
warrants and equity issued by cannabis operators looking to complete infrastructure projects
and to further expand their business. When managing assets within a Fund, we remain
subject to the investment
guidelines and restrictions included in the operative documents and
disclosure documents of the applicable Fund (the "Governing Documents").
Our Funds are excluded from the definition of an investment company under the Investment
Company Act by either section 3(c)(1), section 3(c)(5), and/or section 3(c)(7). AFC Gamma is
a public company registered under the U.S. Securities and Exchange Act of 1934, as
amended (the “Exchange Act”), while AFC Warehouse’s securities are not registered. AFC
Gamma is qualified as a commercial mortgage real estate investment trust (“REIT”). AFC
Warehouse is closed to new investors and has begun the process of divesting its investments.
AFC has entered into separate management agreements with the Funds (each a
“Management Agreement” and together the “Management Agreements”) for its services in
managing loans, investments and day-to-day operations and to otherwise perform services for
the Funds. Under the Management Agreements, AFC has contractual responsibilities to the
Funds, including to provide the management teams, who serve as the Funds’ executive
officers, and comprise the Investment Committee. AFC, in its capacity as manager of the
Funds’ loans and operations, will at all times be subject to the supervision and direction of the
governing bodies of the Funds and will have only such functions and authority as the Funds
may delegate to it, including managing the business affairs in conformity with the policies that
are approved and monitored by the governing bodies of the Funds. In connection with its
management and operation of the Funds’ business activities, AFC may retain, at our sole cost
and expense, such services of persons and firms as we deem necessary or advisable. In
addition, subject to the approval of the applicable Fund (which shall not be unreasonably
withheld).
This brochure contains a summary of information relevant to the subject headings as stated
herein, and no disclosure or other statement contained in this brochure serves as a substitute
or shall supersede any of the terms and conditions as outlined in the Funds’ Governing
Documents. To the extent any of the statements herein conflict with the Funds’ Governing
Documents, such Governing Documents shall govern, and investors in the Funds will be
bound by the terms, fees, conditions, risks and other relevant information contained therein.
Assets Under Management
As of December 31, 2023, AFC had approximately $467,198,726 in discretionary assets under
management. AFC does not manage any assets on a non-discretionary basis.