Prospect Credit REIT, Inc. (“PCRED” or the “Company”) is a recently-formed Maryland
corporation that intends to qualify as a REIT for federal income tax purposes. PCRED is the first
investment fund to be managed by the Advisor. Prospect Credit REIT Advisor, LLC (the
“Advisor”) is owned by Prospect Capital Management L.P. (“PCM”), the advisor to Prospect
Capital Corporation (“PSEC”), a publicly-traded BDC that has approximately $7.8 billion in gross
assets and (i) through affiliates, is the advisor to Priority Income Fund, a registered closed-end
fund that has approximately $969 million in total assets, and (ii) directly, is the advisor to Prospect
Floating Rate and Alternative Income Fund, Inc., a business development company that has
approximately $23 million in total assets.
PCM and its predecessor investment management companies commenced business in 1988 when
several senior executives who managed the merchant bank and high yield units of Merrill Lynch
formed Prospect Street Investment Management, succeeded by PCM today (together with PSEC,
“Prospect”). Since 1988, Prospect has specialized in a wide range of private debt and equity
investments, including first and second lien loans, subordinated and mezzanine loans, growth and
venture capital, and leveraged buyouts. PCM has made investments through multiple business and
credit cycles and across a diversity of segments of the capital structure.
The Advisor expects to leverage PCM’s experience, national footprint and origination platform in
connection with its management of PCRED. For example, National Property REIT Corp
(“NPRC”) is a wholly-owned portfolio company of PSEC. Spanning NPRC’s first acquisition in
2012 through December 31, 2023, NPRC's investments have a collective aggregate initial property
purchase price of approximately $3.8 billion, principally in multifamily real estate and, to a lesser
extent, in self-storage, student housing and senior housing. More broadly, PCM has over 140 total
employees, including over 60 investment professionals across the platform, and has fully
integrated investment, capital markets, portfolio management, restructuring and operations teams.
NPRC’s two Managing Directors have an average of 43 years of experience in real estate
investment management, including mortgage loans, mezzanine loans, preferred equity, equity,
commercial mortgage-backed securities (“CMBS”), collateralized loan obligations (“CLOs”), and
other real estate investments.
The Advisor expects to directly or indirectly invest the assets of PCRED in real estate-related credit
investments, including (i) first mortgages on commercial real estate properties, (ii) other
commercial real estate loans, including subordinated loans, or B-notes, mezzanine loans, and loan
participations; (iii) preferred equity investments in commercial real estate; and (iv) commercial
real estate securities, including CMBS, residential mortgage-backed securities, or RMBS,
unsecured debt of listed and non-listed REITs, collateralized loan obligations and equity or equity-
linked securities. The Advisor intends to emphasize investments of PCRED assets in lower
volatility property types: multifamily and other residential real estate, self-storage, industrial, and
net lease properties. To a lesser extent, the Advisor may invest PCRED assets in warehouse
facilities or other lines of credit secured by commercial or residential mortgages, secured or
unsecured loans to commercial real estate companies, portfolios of single-family home mortgages,
and credit-like net lease equity investments. The Advisor may invest up to 25% of PCRED assets
in direct or joint venture investments in value-add or distressed real estate properties that do not
entail a debt or credit component.
Pursuant to the terms of its Advisory Agreement with PCRED (the “Advisory Agreement”), the
Advisor is responsible for providing the following services, among other things: (i) managing the
development of the initial private offering of Class F shares of PCRED (the “Initial Private
Offering”), PCRED’s expected registered initial public offering (“Initial Public Offering”) and any
subsequent or simultaneous offering approved by PCRED’s Board of Directors (the “Board”),
including the determination
of the specific terms of the securities to be offered by PCRED,
preparation of all offering and related documents, and obtaining all required regulatory approvals
of such documents; (ii) serving as PCRED’s investment and financial advisor and obtaining certain
market research and economic and statistical data in connection with PCRED’s investments and
investment objectives and policies; (iii) identifying potential opportunities for investments
consistent with PCRED’s investment objectives and policies, including but not limited to,
locating, analyzing and selecting potential investments, structuring and negotiating the terms and
conditions of acquisition and disposition transactions, and arranging financing and refinancing or
other changes in the asset or capital structure of the Company; (iv) negotiating terms associated
with acquisition and disposition transactions and arranging and executing financing agreements;
(v) providing financial and operational planning services and investment portfolio management
functions; (vi) evaluating and recommending to the Board hedging strategies and causing PCRED
to engage in hedging strategies consistent with PCRED’s status as a REIT and PCRED’s
investment policies approved by the Board; (vii) investigating, selecting and on behalf of PCRED,
engaging and conducting business with such persons as the Advisor deems necessary to the proper
performance of its obligations under the Advisory Agreement, including but not limited to
consultants, accountants, lenders, technical advisors, attorneys, brokers, underwriters, corporate
fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance
agents, developers, construction companies, contractors, sub-contractors and any and all persons
acting in any other capacity deemed by the Advisor necessary or desirable for the performance of
any of the foregoing services; (viii) monitoring and evaluating the performance of PCRED’s
investments, providing daily management services to PCRED and performing and supervising the
various management and operational functions related to our investments; (ix) providing
accounting and administrative services, including but not limited to, the performance of
administrative functions required for PCRED’s day-to-day operations, including the calculation at
the end of each business day of PCRED’s monthly NAV value; and (x) managing PCRED’s
communications with its stockholders, including answering phone calls, preparing and sending
written and electronic reports and other communications.
The Advisor tailors its advisory services to the specific investment objectives and restrictions of
PCRED pursuant to the investment guidelines and restrictions set forth in PCRED’s confidential
private placement memorandum for its Initial Private Offering, the prospectus for any future Initial
Public Offering, the Advisory Agreement, and other governing documents (collectively, the
“Governing Documents”). Investors in PCRED (“Stockholders”) should refer to the applicable
Governing Documents for complete information on the investment objectives, investment
restrictions and risks.
In accordance with common industry practice, the Advisor or an affiliate may enter into side letters
or similar agreements pursuant to which certain Shareholders are granted specific rights, benefits,
or privileges (including, without limitation, discounts to, sharing of and/or waiver of, as applicable,
management fees, performance allocations, performance hurdles, minimum investment amounts,
co-investment opportunities, and other rights or terms, including those that may be requested in
light of particular investment, legal, regulatory or public policy characteristics of a Shareholder).
These rights, benefits or privileges are not always made available to all Shareholders. The
disclosure and extension of any such rights, benefits or privileges are governed by the
corresponding Governing Documents and applicable law.
The Advisor expects that it will begin managing the net proceeds from the Initial Private Offering
on a discretionary basis on a date that is shortly after the effective date of this Brochure. The
Advisor does not expect to manage any client assets on a non-discretionary basis.