Description of Firm
Sunrise Manager LLC ("Sunrise") was formed in February 2024 and is organized as a limited liability
company under the laws of the State of Delaware. Sunrise initially sought registration with the SEC as
an investment adviser in April 2024. Our principal place of business is in West Palm Beach, FL.
On February 22, 2024, AFC Gamma, Inc. (“AFC Gamma”), a publicly-traded Maryland real estate
investment trust, announced that its Board of Directors (“Board”) unanimously approved a plan to spin-
off (the “Spin-Off”) its commercial real estate (“CRE”) portfolio focused on the Southern United States
into an independent, publicly-traded REIT named Sunrise Realty Trust, Inc. (“SUNS”)
1. AFC Gamma is
externally-managed by AFC Management, LLC (“AFCM”), an investment adviser registered with the
SEC. AFCM and Sunrise are affiliated entities.
While SUNS will be an independent publicly-traded company, operating the Spin-Off Business
separately from AFC Gamma, various individuals will serve as executive officers and directors of both
AFC Gamma and SUNS. For example, Leonard Tannenbaum, AFC Gamma’s Chief Investment Officer
and Executive Chairman of the AFC Gamma Board, is expected to be the Executive Chairman,
Brandon Hetzel, AFC Gamma’s Chief Financial Officer and Treasurer, is expected to be the Chief
Financial Officer and Treasurer and Robyn Tannenbaum, AFC Gamma’s President, is expected to be
the President of both entities immediately following the completion of the Spin-Off. Additionally,
Alexander Frank, one of AFC Gamma’s directors, is expected to serve on the board of directors of both
companies immediately following the completion of the Spin-Off.
Sunrise 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 SUNS.
As used in this brochure, the words “we,” “our," and “us” refer to Sunrise and the words “you,” “your,”
and “client” refer to you as either a client or prospective client of Sunrise.
Portfolio Management Services
Currently, Sunrise does not provide investment management services to SUNS. Following the
Spin-Off, SUNS, which is currently a wholly owned subsidiary of AFC Gamma, is expected to
be an independent, externally-managed publicly-traded real estate investment trust. In
connection with the Spin-Off, the management of SUNS will be assigned from AFCM to Sunrise
and SUNS will execute a new management agreement with Sunrise, which will become effective
concurrently with the completion of the Spin-Off, which is anticipated to occur within 120 days
of the filing of the initial registration with the SEC as an investment adviser in April 2024. It is
expected that SUNS will hold approximately $115 million of assets in the aggregate following
the Spin-Off. The discussion of Sunrise’s services and fees set forth herein contemplate the
business after completion of the Spin-Off.
Sunrise specializes in providing capital solutions to commercial real estate markets in the
Southern U.S. The investment objective of SUNS is to seek attractive, risk-adjusted returns by
providing
debt and equity capital to commercial real estate owners, operators, developers and
1 For additional details related to the Spin-Off, see AFC Gamma’s 10-K dated December 31, 2023:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1822523/000182252324000014/afcg-20231231.htm.
related companies in the Southern U.S.. SUNS’ strategy includes a focus on originating CRE
debt investments and providing capital to high-quality borrowers and sponsors with transitional
business plans collateralized by CRE assets with opportunities for near-term value creation, as
well as recapitalization opportunities. SUNS targets investments in senior mortgage loans,
mezzanine loans, whole loans, B-notes, CMBS and debt-like preferred equity securities across
CRE asset classes. SUNS’ intended investment mix includes high quality multi-family,
condominiums, retail, office, hospitality, industrial, mixed use and specialty-use real estate.
When managing assets on behalf of SUNS, we remain subject to the investment guidelines and
restrictions included in SUNS’ operative documents and disclosure documents (the "Governing
Documents").
SUNS is a Maryland corporation that intends to elect to be treated as a commercial mortgage
real estate investment trust (“REIT”), and is a public company registered under the U.S.
Securities and Exchange Act of 1934, as amended (the “Exchange Act”).
Sunrise intends to enter into a management agreement with SUNS (the “Management
Agreement”) for its services in managing loans, investments and day-to-day operations and to
otherwise perform services for SUNS. Under the Management Agreement, Sunrise (or
individuals associated with Sunrise) will have contractual responsibilities to SUNS, including to
provide SUNS’ management team, who will serve as SUNS’ executive officers, and the
Investment Committee. Sunrise, in its capacity as manager of SUNS’ loans and operations, will
at all times be subject to the supervision and direction of the governing bodies of SUNS and will
have only such functions and authority as SUNS may delegate to it, including managing the
business affairs in conformity with the policies that are approved and monitored by the governing
bodies of SUNS. In connection with its management and operation of SUNS’ business activities,
Sunrise may retain, at our sole cost and expense, such services of persons and firms as it
deems necessary or advisable.
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 SUNS’ Governing Documents.
To the extent any of the statements herein conflict with SUNS’ Governing Documents, such
Governing Documents shall govern, and investors in SUNS will be bound by the terms, fees,
conditions, risks and other relevant information contained therein.
Assets Under Management
As of the date of this brochure, Sunrise managed $0 assets under management.