For purposes of this Brochure, the “Adviser”, “Machine”, “Limited Partnership”,
“Management Company” or the “Senior Management Team” means Machine Investment Group,
LP, a Delaware limited partnership formed in February of 2020. Machine was founded by Eric
Rosenthal and Andy Kwon (the “Founders”), and is headquartered in New York, NY.
The Adviser provides investment advisory, management and other services on a discretionary
basis to private investment funds (each a “Fund”, “Client” or “Partnership”, and collectively, the
“Funds”, “Clients” or “Partnerships”), for sophisticated, qualified investors (“Investors” or
“Limited Partners”). An affiliate of the Adviser, MIG REF I GP, LLC, a Delaware limited liability
company (the “General Partner”) serves as general partner to the Funds.
In March 2021, Mr. Kwon passed away suddenly following unexpected health complications.
Key man provisions have been adjusted accordingly and Mr. Rosenthal and other members of the
Senior Management Team are equipped to carry forward the investment strategy and operations of the
Funds.
Machine’s Senior Management Team consists of a seasoned, diverse roster of professionals
with institutional backgrounds across investment management functions, including investments, asset
management, capital markets, and operations. Importantly, the majority of the Senior Management
Team previously worked together at Garrison Investment Group, LP (“Garrison”) for approximately
10 years, resulting in refined operating processes that are implemented throughout the lifecycle of each
investment. In aggregate, the Senior Management Team offers nearly 50 years of institutional
experience, having previously held positions at a variety of financial institutions.
The Funds invest in stressed, distressed and deep value real estate equity, debt, and special
situations opportunities. The Funds target middle market investments with positive long-term demand
fundamentals primarily located within the top 25 domestic metropolitan statistical areas (“MSAs”),
including primary, secondary, and shadow markets. The Funds seek to maintain a defensive posture
and a strict risk discipline by focusing on cash flow, downside protection and maintaining optionality
throughout its business plans. The Funds will concurrently seek upside for investors by sourcing
investments at attractive entry points with protective structuring techniques across both debt and equity
investments. The Funds’ investment approach is intended to produce stable returns, while minimizing
losses.
The General Partner of the Funds is an affiliate of the Adviser. The General Partner is subject
to the Advisers Act pursuant to the Adviser’s registration in accordance with SEC guidance. This
Brochure also describes the business practices of the General Partner, which operates as a single
advisory business together with the Adviser. The Governing Documents (defined below) of each Client
may also provide for the establishment of parallel or other alternative investment vehicles in certain
circumstances. Investors may participate in such vehicles for the purposes of certain investments, and
if formed, such vehicles would also become Clients of the Adviser. In this Brochure, because it is
uncertain whether such additional parallel or alternative investment vehicles will be classified as Clients
of the Adviser, when we refer to a Fund or to a Client, we are also referring to such additional parallel
or alternative investment vehicles, if any.
The Adviser’s investment advisory services to the Funds consist of identifying and evaluating
investment opportunities, negotiating the terms of investments, managing and monitoring investments
and achieving dispositions for such investments.
The Adviser’s advisory services
to the Funds are detailed in the applicable private placement
memoranda or other offering documents, investment management agreements, limited partnership or
other operating agreements (each, a “Partnership Agreement”), subscription agreements or similar
governing documents (collectively, referred to as the “Governing Documents”), and are further
described below under Item 8. “Methods of Analysis, Investment Strategies and Risk of Loss”. While
it is anticipated that each of their Clients will follow the strategy described above, the Adviser may
tailor the specific advisory services with respect to each Client to the individual investment strategy of
that Client. In addition, the Governing Documents of the Clients may, in certain limited circumstances,
impose restrictions on investing in certain securities or types of securities, for example in connection
with regulatory or compliance reasons.
Investors in the Funds participate in the overall investment program for the applicable Fund
but may be excused from a particular investment due to legal, regulatory or other agreed-upon
circumstances pursuant to the relevant Governing Documents. The Funds and the General Partner have,
and may in the future, entered into side letters or other similar agreements (“Side Letters”) with certain
Investors that have the effect of establishing rights under, or altering or supplementing the terms
(including economic or other terms) of, the relevant Governing Documents with respect to such
Investors. See also “Side Letters” under Item 8 below.
Additionally, from time to time and as permitted by the relevant Governing Documents, the
Adviser may provide (or to agree to provide) co-investment opportunities (including the opportunity
to participate in co-invest vehicles) to Limited Partners, third party co-investors, other Clients or any
of their respective affiliates (including, without limitation, one or more successor funds)
(collectively, “Other Clients”) and/or one or more accounts maintained for the benefit of the
Adviser, the Principals, or one or more of their respective affiliates (“Principal Accounts”); provided,
however, that any co- investment by t h e General Partner, any Other Clients or any Principal
Accounts not otherwise permitted pursuant to the Governing Documents shall be subject to the prior
approval of the Limited Partner advisory committee (“LP Advisory Committee”); and provided
further, that any co-investment in any entity by any co-investor shall be made and divested at the same
time and upon substantially identical terms and conditions as the investment in such entity by the
Funds, except to the extent that the General Partner, relying on advice from counsel to the General
Partner or the Funds, determines that it is necessary for legal, tax or regulatory reasons for such
divestment to be undertaken on different terms and conditions. The Adviser and its affiliates will act in
a manner that they consider to be fair, reasonable and equitable in allocating investment opportunities
between and among the applicable Fund and any co-investors. In particular, the Adviser and its
affiliates intend to provide the Funds with first priority allocation of each investment opportunity that
the Adviser determines is consistent with the underwriting criteria up to the full amount of its fund
share as is set forth in the Partnership Agreement. Except as provided in the Governing Documents, no
Limited Partner has the right to participate in any co-investment opportunities. The Adviser’s allocation
policy is further detailed in Item 12. “Brokerage Practices”.
As of December 31, 2023, the Adviser manages approximately $356,699,758 in Client assets
on a discretionary basis through the Funds.