AB Commercial Real Estate Private Debt Fund 10Q 2024 Q1 Quarterly report

AB Commercial Real Estate Private Debt Fund 10-Q2024 Q1 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-56320

AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC

(Exact name of registrant as specified in its charter)


Delaware		87-1137341
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1345 Avenue of the Americas

New York, New York 10105

(Address of principal executive offices and zip code)

(212) 486-5800

(Registrant’s telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
—	—	—

Securities registered pursuant to section 12(g) of the Act:

Limited liability company units

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 10, 2024, the registrant had 30,317,776.69 units of limited liability company interests outstanding. No market value has been computed based upon the fact that no active trading market had been established as of the date of this document.

Documents Incorporated by Reference

None.

AB COMMERCIAL REAL ESTATE PRIVATE DEBT FUND, LLC FORM

10-Q FOR THE QUARTER ENDED MARCH 31, 2024

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	INDEX	PAGE NO.
PART I.	FINANCIAL INFORMATION		1

Item 1.	Financial Statements		1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		34

Item 4.	Controls and Procedures		36

PART II.	OTHER INFORMATION		36

Item 1.	Legal Proceedings		36

Item 1A.	Risk Factors		36

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		36

Item 3.	Defaults Upon Senior Securities		36

Item 4.	Mine Safety Disclosures		36

Item 5.	Other Information		36

Item 6.	Exhibits		37

SIGNATURES

Item 1.

Financial Statements

AB Commercial Real Estate Private Debt Fund, LLC

Consolidated Balance Sheets

(in thousands)


	As of March 31, 2024 (unaudited)			As of December 31, 2023
Assets
Loan receivables held for investments, net, at amortized cost
Mortgage loans receivable	$	667,099		$	675,211
Allowance for credit losses		(8,439	)		(5,275	)
Equity method investments		46,740			47,251
Cash and cash equivalents		30,297			26,622
Accrued interest receivable		3,680			3,750
Other assets		132			111
Deferred financing costs, net		1,313			1,519

Total assets	$	740,822		$	749,189
Liabilities and Members’ Capital
Liabilities
Repurchase agreement	$	177,345		$	186,945
Notes payable		259,417			259,417
Distribution payable		8,143			8,233
Related party payables and accrued expenses (See Note 8)		76			141
Reimbursement payable (see Note 8)		147			—
Incentive fee payable (see Note 8)		2,296			1,547
Management fee payable (see Note 8)		2,073			1,041
Accounts payable and accrued expenses		2,789			2,573
Other liabilities		517			108

Total Liabilities	$	452,803		$	460,005

Commitments and contingencies (see Note 10)		—			—
Members’ capital
Common units (30,317,777 and 30,006,873 units issued and outstanding at March 31, 2024 and December 31, 2023, respectively)		297,602		$	294,615
Distributions in excess of earnings		(9,583	)		(5,431	)

Total member’s capital		288,019			289,184
Total liabilities and members’ capital		740,822		$	749,189

See Notes to Financial Statements

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AB Commercial Real Estate Private Debt Fund, LLC

Consolidated Statements of Income

(in thousands except unit and per unit data) (Unaudited)


	For the Three months Ended March 31,
	2024			2023
Net interest income
Interest income net of amortization/accretion		16,757		$	6,647
Interest expense		(8,394	)		(4,043	)

Net interest income		8,363			2,604
Provision for credit losses		(3,164	)		(1,025	)

Net interest income after provision for credit losses		5,199			1,579

Operating Expenses:
Management fees (see Note 8)		1,033			398
Incentive fees (see Note 8)		749			259
Professional fees		269			231
Administration and custodian fees		249			59
Other expenses		3			3

Total operating expenses		2,303			950

Other Income:
Reimbursement - Investment Manager (see Note 8)		(104	)		38
Waived management fees (see Note 8)		—			—
Income from equity method investments		609			1,731
Other income		590			31

Total other income		1,095			1,800

Net Income		3,991			2,429

Net income per unit (basic and diluted)
Net income per unit (basic and diluted)	$	0.13		$	0.21
Weighted average units outstanding		30,207,639			11,536,368

See Notes to Financial Statements

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AB Commercial Real Estate Private Debt Fund, LLC

Consolidated Statements of Changes in Members’ Capital

(in thousands) (Unaudited)


	Common Units
	Units		Paid in Capital In Excess of Par		Distributions in Excess of Earnings			Total Members’ Capital
Members’ capital at December 31, 2023		30,006,873	$	294,615	$	(5,431	)	$	289,184
Issuance of common units		310,904		2,987		—			2,987
Redemption of common units		—		—		—			—
Net Income		—		—		3,991			3,991
Distributions declared		—		—		(8,143	)		(8,143	)

Members capital at March 31, 2024		30,317,777	$	297,602	$	(9,583	)	$	288,019


	Common Units
	Units		Paid in Capital In Excess of Par		Distributions in Excess of Earnings			Total Members’ Capital
Members’ capital at December 31, 2022		11,424,012	$	112,603	$	(2,431	)	$	110,172
Issuance of common units		174,346		1,682		—			1,682
Net Income		—		—		2,429			2,429
Distributions declared						(2,592	)		(2,592	)

Members capital at March 31, 2023		11,598,358	$	114,285	$	(2,594	)	$	111,691

See Notes to Financial Statements

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AB Commercial Real Estate Private Debt Fund, LLC

Consolidated Statements of Cash Flows

(in thousands) (Unaudited)


	For the Three Months Ended March 31, 2024			For the Three Months Ended March 31, 2023
Cash flows from operating activities
Net income	$	3,991		$	2,429
Adjustments to reconcile net income to net cash provided by operating activities
Amortization of net loan fees and discount/premiums on loans receivable		(936	)		(175	)
Income from equity method investments		(609	)		(1,127	)
Distributions of earnings from equity method investments		1,120			1,127
Amortization of deferred financing costs		241			220
Provision for credit loss		3,164			1,025
Increase or decrease in operating assets and liabilities:
(Increase) in accrued interest receivable		70			(379	)
(Increase) in other assets		(21	)		(10	)
Increase in prepaid expenses		—			—
Decrease (increase) in reimbursement receivable		147			(38	)
(Decrease) increase in related party payables and accrued expenses		(65	)		8
Increase in incentive fee payable		749			259
Increase in management fee payable		1,032			398
Increase in accounts payable and accrued expenses		217			433
Decrease (increase) in other liabilities		410			(199	)

Net cash provided by (used in) operating activities		9,510			3,971
Cash flows from investing activities
Origination, purchase, and drawdown of mortgage loan receivables		(2,953	)		(198,196	)
Repayment of mortgage loan receivables		12,000			—
Distributions from equity method investments in excess of earnings		—			1,842

Net cash provided by (used in) investing activities		9,047			(196,354	)
Cash flows from financing activities
Issuance of common units		2,987			1,682
Distributions paid		(8,233	)		(4,904	)
Line of credit borrowings		—			230,128
Line of credit paydowns		—			(59,800	)
Repurchase agreement borrowings		—			25,746
Repurchase agreement paydowns		(9,600	)		—
Deferred financing costs paid		(36	)		(128	)

Net cash provided by (used in) financing activities		(14,882	)		192,724

Net increase in cash and cash equivalents		3,675			341
Cash and cash equivalents and restricted cash, beginning of period		26,622			5,199

Cash and cash equivalents and restricted cash, end of period	$	30,297		$	5,540

Supplemental financing activities
Cash paid during the period for interest	$	8,357		$	3,566

See Notes to Financial Statements

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AB Commercial Real Estate Private Debt Fund, LLC

Notes to Financial Statements

March 31, 2024

1.	Organization and Business Purpose

AB Commercial Real Estate Private Debt Fund, LLC (the “Company”) is a Delaware limited liability company formed on June 1, 2021 (“Formation”) to operate as a private investment entity generally for qualified US investors. The Company has elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). The investment objective of the Company is to generate attractive risk-adjusted returns through investments primarily in loans secured by high quality commercial real estate properties located in the United States. The Company seeks to prioritize capital preservation and high current income by investing primarily in directly originated first mortgage loans, senior and junior mezzanine loans, B-notes, second mortgages or other subordinated loans. To a lesser extent, the Company invests in the following: legacy, new issue, and single-borrower commercial mortgage backed securities (“CMBS”); commercial real estate-related securities; performing, sub-performing and non-performing/distressed loans; and net leased assets. While the Company focuses mainly on loans directly secured by commercial real estate-related assets, it also has the flexibility to invest in other types of debt investments, including unsecured debt of entities that directly or indirectly own real property or real estate-related debt, and invests in commercial real estate-related preferred and common equity interests where doing so is in keeping with the investment objective.

The Company conducts private offerings of its Units to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company’s initial private offering of Units (the “Private Offering”) has been conducted in reliance on Regulation D under the Securities Act. Any investors in our Private Offering are required to be “accredited investors” as defined in Regulation D of the Securities Act. The limited liability company units in the Company (the “Units”) are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) pursuant to a Form 10 Registration Statement (the “Form 10 Registration Statement”). Accordingly, the Company is currently required comply with certain reporting requirements set forth in the Exchange Act, including the filing of annual, quarterly and current reports, proxy statements and other information with the U.S. Securities and Exchange Commission (the “SEC”).

AllianceBernstein L.P. (the “Investment Manager” or “AllianceBernstein”), a Delaware limited partnership and an affiliate of a shareholder, serves as the investment manager of the Company pursuant to the Management Agreement. The investment management services are provided by the Investment Manager in accordance with the Company’s investment objectives and policies. The Investment Manager is registered with the U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Pursuant to the Management Agreement, the Investment Manager is responsible for management of the portfolio of the Company and any subsidiary.

The Company commenced operations in December 2021.

2.	Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Company.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements and related notes of the Company are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the unaudited financial information for the interim period presented in this report reflects all normal and recurring adjustments necessary for a fair statement of financial position and results from operations. Operating results for interim periods are not necessarily indicative of operating results for an entire year.

The Company will generally consolidate entities (i) it controls through either majority ownership or voting rights or (ii) management determines that the Company is the primary beneficiary of entities deemed to be variable interest entities (“VIEs”). Accordingly, the Company consolidated the results of its subsidiaries (AB CRE PDF Member I LLC, a wholly owned entity formed to hold assets and be the borrower under the Company’s repurchase agreement—see Note 7 and AB CRE PDF Athena LLC, a wholly owned entity) in its consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.

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Use of Estimates

The preparation of these financial statements require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ.

Mortgage Loan Receivables Held for Investment

Loans for which the Company has the intention and ability to hold for the foreseeable future, or until maturity or payoff, are reported at their outstanding principal balances net of any unearned income, unamortized deferred fees or costs, premiums or discounts and an allowance for credit losses. Loan origination fees and direct loan origination costs are deferred and recognized in interest income over the estimated life of the loans using the effective interest method, adjusted for actual prepayments. Upon the decision to sell such loans, the Company will transfer the loan from mortgage loan receivables held for investment to mortgage loan receivables held for sale at the lower of carrying value or fair value on the consolidated balance sheets.

Provision for Loan Losses

The Company uses a current expected credit loss model (“CECL”) for estimating the provision for loan losses on its loan portfolio. The CECL model requires the consideration of possible credit losses over the life of an instrument and includes a portfolio-based component and an asset-specific component. In compliance with the CECL reporting requirements, the Company supplemented its existing credit monitoring and management processes with additional processes to support the calculation of the CECL reserves. The credit loss model is a forward-looking, econometric, commercial real estate loss forecasting tool. It is comprised of a probability of default model and a loss given default model that, layered together with user’s loan-level data, selected forward-looking macroeconomic variables, and pool-level mean loss rates, produces life of loan expected losses at the loan and portfolio level. Where management has determined that the credit loss model does not fully capture certain external factors, including portfolio trends or loan-specific factors, a qualitative adjustment to the reserve, is recorded.

The asset-specific reserve component relates to reserves for losses on individually impaired loans. The Company evaluates each loan for impairment at least quarterly. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. If the loan is considered to be impaired, an allowance is recorded to reduce the carrying value of the loan to the present value of the expected future cash flows discounted at the loan’s effective rate or the fair value of the collateral, less the estimated costs to sell, if recovery of the Company’s investment is expected solely from the collateral. The Company may use the direct capitalization rate valuation methodology or the sales comparison approach to estimate the fair value of the collateral for such loans and in certain cases will obtain external appraisals and take into account potential sale bids. Determining fair value of the collateral may take into account a number of assumptions including, but not limited to, cash flow projections, market capitalization rates, discount rates and data regarding recent comparable sales of similar properties. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.

The Company’s loans are typically collateralized by real estate directly or indirectly. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan-by-loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan at maturity, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector, and geographic submarket in which the collateral property is located. Such impairment analyses are completed and reviewed by asset management and underwriting personnel, who utilize various data sources, including (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrowers’ business plan, and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and other market data and ultimately presented to management for approval.

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The Company designates non-accrual loans generally when (i) the principal or coupon interest components of loan payments become 90-days past due or (ii) in the opinion of the Company, it is doubtful the Company will be able to collect all amounts due according to the contractual terms of the loan. Interest income on non-accrual loans in which the Company reasonably expects a full recovery of the loan’s outstanding principal balance is recognized when received in cash. Otherwise, income recognition will be suspended and any cash received will be applied as a reduction to the amortized cost. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and future principal and coupon interest are reasonably assured to be received in accordance with the contractual loan terms. A loan will be written off when management has determined it is no longer realizable and deemed non-recoverable. There have been no non-accrual loans through March 31, 2024.

The allowance for credit losses was $8.4 million and $5.3 million at March 31, 2024 and December 31, 2023, respectively, and is included in the accompanying consolidated balance sheets. During the three ended March 31, 2024 and 2023, respectively, this allowance was impacted by an increase of $3.1 million and $1.0 million in allowance for credit losses as reflected in the accompanying consolidated statements of income.

Valuation of Financial Instruments

The Company discloses (see Note 6) the value of its financial instruments at fair value accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 820”) issued by the Financial Accounting Standards Board (the “FASB”). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

The Investment Manager, which is subject to oversight by our Board, makes this fair value determination on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required. A determination of fair value involves subjective judgments and estimates and depends on the facts and circumstances. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

ASC Topic 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. ASC Topic 820 also provides guidance regarding a fair value hierarchy, which prioritizes information used to measure fair value and the effect of fair value measurements on earnings and provides for enhanced disclosures determined by the level within the hierarchy of information used in the valuation. In accordance with ASC Topic 820, these inputs are summarized in the three levels listed below:

•

Level 1—Valuations are based on quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date.

•

Level 2—Valuations are based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly and model-based valuation techniques for which all significant inputs are observable.

•

Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models incorporating significant unobservable inputs, such as discounted cash flow models and other similar valuations techniques. The valuation of Level 3 assets and liabilities generally requires significant management judgment due to the inability to observe inputs to valuation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of observable input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the investment.

Under ASC Topic 820, the fair value measurement also assumes that the transaction to sell an asset occurs in the principal market for the asset or, in the absence of a principal market, the most advantageous market for the asset, which may be a hypothetical market, and excludes transaction costs. The principal market for any asset is the market with the greatest volume and level of activity for such asset in which the reporting entity would or could sell or transfer the asset. In determining the principal market for an asset or liability under ASC Topic 820, it is assumed that the reporting entity has access to such market as of the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market that are independent, knowledgeable and willing and able to transact.

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The value of any investment on any valuation date is intended to represent the fair value of such investment on such date based upon the amount at which the investment could be exchanged between willing parties, other than in a forced liquidation sale, and reflects the Board’s determination of fair value using the methodology described herein. Any valuation of an investment may not reflect the actual amount received by the Company upon the liquidation of such investment.

The Company’s investments are expected to mostly be considered Level 3 assets under ASC Topic 820 because the investments will generally not have identical assets or liabilities with quoted prices in active markets and will generally not have all significant inputs observable.

Equity Method Investments

The Company accounts for its investments in unconsolidated entities under the equity method of accounting. The Company applies the equity method by initially recording these investments at cost, as equity method investments, subsequently adjusted for equity in earnings and cash contributions and distributions. In some instances, the reporting period of the investments’ financial statements lags the Company’s financial reporting period, but such lag is never more than three months. In the event there is an outside basis portion of the Company’s equity method investments, it is amortized over the anticipated useful lives of the underlying entities’ tangible and intangible assets acquired and liabilities assumed.

The Company evaluates equity investments on a periodic basis to determine if there are any indicators that the value of the equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other- than-temporary, we measure the charge as the excess of the carrying value of our investment over its estimated fair value.

The Company classifies distributions received from equity method investments using the cumulative earnings approach. Distributions received are considered returns on the investment and classified as cash inflows from operating activities. If, however, the investor’s cumulative distributions received, less distributions received in prior periods determined to be returns of investment, exceeds cumulative equity in earnings recognized, the excess is considered a return of investment and is classified as cash inflows from investing activities.

Cash and Cash Equivalents

Cash and cash equivalents include cash and short-term investments with original maturities of three months or less at the date of acquisition. Cash and cash equivalents typically include amounts held in interest bearing overnight accounts and amounts held in money market funds, and these balances generally exceed insured limits. The Company holds its cash at institutions that it believes to be highly creditworthy.

Repurchase Agreements

The Company finances certain of its mortgage loan receivables using repurchase agreements. Under a repurchase agreement, an asset is sold to a counterparty to be repurchased at a future date at a predetermined price. The Company accounts for these repurchase agreements as financings under ASC 860-10-40.

Revenue Recognition

Interest income, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent amounts are expected to be collected. Original issue discount and market discount or premium are capitalized and accreted or amortized into income over the life of the respective security using the effective interest method. Loan origination fees received in connection with the closing of investments are reported as unearned income which is included as amortized cost of the investment; the unearned income from such fees is accreted over the contractual life of the loan based using the effective interest method up to the maturity date of the loan. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized loan origination fees, and unamortized market discounts are recorded as income.

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Deferred Financing Costs

Deferred financing costs include capitalized expenses related to the closing of the debt obligations. Amortization of deferred financing costs is computed on the straight-line basis over the contractual term for the Credit Facility, Repurchase Agreement and Notes Payable. The amortization of such costs is included in interest expense in the consolidated statements of income, with any unamortized amounts included in deferred financing costs on the consolidated balance sheets.

Income Taxes

The Company has elected to be taxed as a REIT under Sections 856 through 860 of the Code for U.S. federal income tax purposes commencing with our taxable year that begins on the date of our Initial Closing. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distributes at least 90% of our REIT taxable income, subject to certain adjustments and excluding any net capital gain, to the Members. The Company intends to adhere to the REIT qualification requirements and to maintain our qualification for taxation as a REIT.

As a REIT, the Company is generally not subject to U.S. federal corporate income tax on the portion of taxable income that is distributed to the Members. If the Company fails to qualify for taxation as a REIT in any taxable year, it may be subject to U.S. federal income taxes at regular corporate rates and it may not be able to qualify as a REIT for four subsequent taxable years. As a REIT, the Company may be subject to certain state and local taxes on our income and property, and to U.S. federal income and excise taxes on undistributed taxable income. Taxable income from non-REIT activities is taxable to the extent it is subject to U.S. federal, state, and local income taxes at the applicable rates.

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company performs an annual review for any uncertain tax positions and, if necessary, will record the expected future tax consequences of uncertain tax positions in the consolidated financial statements.

3.	Capital Commitments

The following information sets forth the total capital committed to the Company as of March 31, 2024 and December 31, 2023 (in ‘000s):


	As of March 31, 2024		As of December 31, 2023
Capital Commitments	$	685,906	$	626,104
Cumulative Capital Funded (1)		287,117		287,117

Unfunded Capital Commitments	$	398,789	$	338,987

(1)	Excludes cumulative amounts reinvested totaling $ 10.5 million and $ 7.5 million as of March 31, 2024 and December 31, 2023, respectively.

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With respect to each capital commitment made by a Member, the Member is required to either (i) opt into the Company’s reinvestment plan (the “Reinvestment Plan”), whereby the Member will have its current income distributions automatically withheld and reinvested into the Company (with additional Units of the Company corresponding to such reinvestment being issued to such Member), which is referred to as a “Reinvestment Election”, or (ii) opt out of the Reinvestment Plan, which is referred to as a “Distribution Election”, in each case, as elected in the Company’s subscription agreement (the “Subscription Agreement”) of such Member. Any Member that does not make any such election in its Subscription Agreement will, by default, be deemed to have made a “Distribution Election.”

The Company entered into separate subscription agreements with a number of investors for the Private Offering. Each investor has made a capital commitment (a “Capital Commitment”) to purchase Units pursuant to a subscription agreement (a “Subscription Agreement”). We refer to the initial date on which Capital Commitments were first accepted by or on behalf of the Company from Members as the “Initial Closing,” and each such date on which Capital Commitments are accepted as a “closing.” Thereafter, subsequent closings for additional Capital Commitments from new and existing Members may generally be held as of the end of the calendar quarter, subject to our discretion to hold closings at any other time.

Each Capital Commitment made by a Member at a closing has its own lock-up period (a “Lock-Up Period”). The Lock-Up Period for each Capital Commitment is the period commencing on the applicable closing and ending on the third anniversary of such closing. Upon the expiration of a Member’s Lock-Up Period, such Member may choose to be released from its Remaining Commitment (as defined below), subject to certain post-commitment period obligations.

A Member’s “Remaining Commitment” equals such Capital Commitment reduced by amounts contributed to the Company in respect of capital calls and post-commitment period capital calls and increased by (i) the amount of any unused capital contributions that are returned to such Member pursuant to the last sentence of the following paragraph and (ii) distributions to such Member that represent a return of capital (and not Current Income (as defined below)). Each Capital Commitment made by a Member is accounted for separately, including for purposes of determining Remaining Commitments and capital calls. In no event will a Member be required to make a capital contribution in respect of its Capital Commitment in excess of its Remaining Commitment.

Each Capital Commitment (or a portion thereof, as applicable) of a Member lasts until (i) the Company determines to repurchase all or any portion of such Member’s Units that are attributable to such Capital Commitment (or such portion thereof, as applicable), as discussed below (which for the avoidance of doubt, will not become available pursuant to a Member’s repurchase request until the expiration of the Lock-Up Period), (ii) such Member has chosen to be released from its Remaining Commitments after the expiration of its Lock-Up Period (except with respect to post commitment period obligations) or (iii) the Company has elected to wind up.

4.	Loan Receivables Held for Investment

The following table summarizes the Company’s investments in loan receivables held for investment as of March 31, 2024 (in ‘000s):

Investment

(in thousands)

Investment Type

Loan Type

Origination
Date

Total
Commitment

Loan
Balance

Contractual
Interest Rate

Carrying
Value
at March 31,

Interest rate
at March 31,
2024(1)

Maturity
Date

Payment
Terms

Loan 1

Loan origination

Multifamily

12/17/2021

29,275

SOFR+ 3.06%

29,204

8.33%

1/10/2025

Interest only

Loan 2

Loan origination

Industrial

12/28/2021

48,325

41,440

SOFR+ 3.61%

41,259

8.93%

7/10/2025

Interest only

Loan 3

Loan origination

Hospitality

2/14/2022

42,750

41,000

SOFR+ 6.50%

40,858

11.82%

3/10/2025

Interest only

Loan 4

Loan origination

Multifamily

4/14/2022

41,500

40,782

SOFR+ 3.30%

40,626

8.62%

5/10/2025

Interest only

Loan 5

Loan origination

Office

7/14/2022

55,935

55,803

SOFR+ 4.25%

55,703

9.57%

8/5/2024

Interest only

Loan 6

Purchase

Hospitality

7/7/2022

37,748

SOFR+ 4.75%

37,613

10.07%

7/5/2025

Interest only

Loan 7

Purchase

Mixed Use

11/22/2022

25,224

18,736

SOFR+ 9.05%

18,732

14.37%

4/10/2024

Interest only

Loan 8

Loan origination

Industrial

3/10/2023

35,800

34,498

SOFR+ 3.50%

34,256

8.83%

3/10/2026

Interest only

Loan 9

Purchase

Student Housing

3/31/2023

162,503

SOFR+ 2.25%

161,645

7.58%

8/9/2024

Interest only

Loan 10

Loan origination

Multifamily

8/31/2023

86,300

85,000

SOFR+ 2.90%

84,288

8.22%

9/10/2026

Interest only

Loan 11

Loan origination

Mixed Use

11/2/2023

146,000

124,100

SOFR+ 5.50%

122,915

10.82%

11/10/2025

Interest only

Total

711,360

670,885

667,099

(1)	The above loan receivables held for investment are floating rate loans and are presented with the contractual rate based on SOFR or the applicable SOFR floor plus the applicable spread as of March 31, 2024

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Loan 1 was modified in January 2024 with the maturity extended through January 10, 2025 in exchange for a $12 million paydown of the loan and other consideration.

Loan 6 was modified in April 2024 resulting in a $10 million paydown of the loan and other consideration. Proceeds were partially used to repay $7.0 million of the Repurchase Agreement borrowings associated with Loan 6.

Loan 7 was extended in March 2024 with the maturity extended through April 10, 2024 to allow for further negotiation on a modification.

The following table summarizes the Company’s investments in loan receivables held for investment as of December 31, 2023 (in ‘000s):


Investment	Investment Type		Loan Type		Origination Date		Total Commitment		Loan Balance		Contractual Interest Rate			Carrying Value at December 31, 2023		Interest rate at December 31, 2023 (1)			Maturity Date		Payment Terms
Loan1		Loan origination		Multifamily		12/17/2021	$	41,648	$	41,276		SOFR+3.06	%	$	41,270		8.42	%		1/10/2024		Interest only
Loan 2		Loan origination		Industrial		12/28/2021		48,325		41,440		SOFR+3.61	%		41,224		8.97	%		7/10/2025		Interest only
Loan 3		Loan origination		Hospitality		2/14/2022		42,750		41,000		SOFR+6.50	%		40,822		11.86	%		3/10/2025		Interest only
Loan 4		Loan origination		Multifamily		4/14/2022		41,500		40,782		SOFR+3.30	%		40,591		8.66	%		5/10/2025		Interest only
Loan 5		Loan origination		Office		7/14/2022		55,935		54,328		SOFR+4.25	%		54,157		9.60	%		8/5/2024		Interest only
Loan 6		Purchase		Hospitality		7/7/2022		37,748		37,748		SOFR+4.75	%		37,583		10.11	%		7/5/2025		Interest only
Loan 7		Purchase		Mixed Use		11/22/2022		25,224		17,362		SOFR+9.05	%		17,325		14.41	%		3/10/2024		Interest only
Loan 8		Loan origination		Industrial		3/10/2023		35,800		34,498		SOFR+3.50	%		34,227		8.86	%		3/10/2026		Interest only
Loan 9		Purchase		Student Housing		3/31/2023		162,503		162,503		SOFR+2.25	%		161,044		7.61	%		8/9/2024		Interest only
Loan 10		Loan origination		Multifamily		8/31/2023		86,300		85,000		SOFR+2.90	%		84,222		8.26	%		9/10/2026		Interest only
Loan 11		Loan origination		Mixed Use		11/2/2023		146,000		124,100		SOFR+5.50	%		122,746		10.86	%		11/10/2025		Interest only

Total							$	723,733	$	680,037				$	675,211

(1)	The above loan receivables held for investment are floating rate loans and are presented using SOFR or the applicable SOFR floor plus the applicable spread as of December 31, 2023.

5.	Equity Method Investments

As of March 31, 2024, the Company held 7.18% and 7.01% interests in AB Commercial Real Estate Debt Fund, SICAV-SIF (“AB CRED II”) and AB Commercial Real Estate Debt Fund III, SICAV-SIF S.C.Sp. (“AB CRED III”), respectively, entities managed by affiliates of the Investment Manager, and unconsolidated joint ventures for which the Company is not the primary beneficiary, at their carrying values of $5.7 million and $41.0 million, respectively. As of December 31, 2023 the carrying values of AB CRED II and AB CRED III were $6.0 million and $41.2 million, respectively. The Company reported its share of the net asset value of AB CRED II and AB CRED III in its Consolidated Balance Sheets, presented as “Equity method investments”. The reporting period of the investments’ financial statements lags the Company’s financial reporting period, but such lag is never more than three months.

At March 31, 2024, the unamortized basis differences of the Company’s equity investments were $1.1 million. At acquisition of the equity investments, the Company allocated the basis difference to the mortgage loans held by the entities; the basis difference is amortized over the estimated life of the investments or recognized when a loan is repaid. Net amortization of the basis differences increased the carrying values of the Company’s equity investments during the three ended March 31, 2024 and 2023 in the amount of $0.2 million and $0.6 million, respectively.

Summarized financial information for the equity method investments as of December 31, 2023 and December 30, 2022 (balance sheet) and for the three months ended December 31, 2023 (statement of income) is as follows:

Balance Sheet (in ‘000s)


	As of December 31, 2023		As of December 31, 2022
Assets
Investments in mortgage loans	$	688,366	$	845,298
Cash and cash equivalents		1,057		37,221
Other assets		10,306		9,522

Total assets		699,729		892,041
Liabilities
Accrued expenses		978		1,133
Other liabilities		1,297		1,651

Total liabilities		2,275		2,784

Total equity		667,454		889,257

Total liabilities and equity	$	699,729	$	892,041

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Statement of Income (in ‘000s)


	For the Three Months Ended December 31, 2023			For the Three Months Ended December 31, 2022
Total income	$	15,761		$	18,667
Total expenses		1,294			2,000

Net investment income		14,467			16,667
Net realized loss		(1,106	)		(122	)
Net change in unrealized depreciation		(7,603	)		(1,266	)

Net income	$	5,758		$	15,279

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6.	Fair Value of Financial Instruments

Fair value is based upon internal models, using market quotations, broker quotations, counterparty quotations or pricing services quotations, which provide valuation estimates based upon reasonable market order indications and are subject to significant variability based on market conditions, such as interest rates, credit spreads and market liquidity.

The following table presents the carrying value and fair value of the Company’s financial instruments disclosed, but not carried, at fair value as of March 31, 2024, and the level of each financial instrument within the fair value hierarchy (in ‘000s):


(in thousands)	Carrying Value		Level 1		Level 2		Level 3		Total

Assets
Loan receivables held for investment	$	667,099	$	—	$	—	$	669,329	$	669,329

	$	667,099	$	—	$	—	$	669,329	$	669,329

Liabilities
Repurchase agreement	$	177,345	$	—	$	—	$	177,345	$	177,345
Note payable		123,502		—		—		123,502		123,502
HSBC Loan		135,915		—		—		135,915		135,915

	$	436,762	$	—	$	—	$	436,762	$	436,762

Fair values for loan receivables, held for investment, are measured by discounting future contractual cash flows to be received on the mortgage loan using a discount rate that is derived from observations in the market of discount rates on similar loans with similar credit characteristics and tenor. The discount rate is typically expressed as a spread to Treasuries of a similar tenor if the loan is fixed rate or if floating, as a discount margin to the floating rate index described in the mortgage. The spread or discount margin is reflective of the risk premium associated with the specific loan. Loans that are experiencing deteriorating credit fundamentals, delinquencies, or are anticipated to be foreclosed upon will tend to have higher spreads or discount margins reflecting their higher credit risk. Loans that are experiencing improving fundamentals will correspondingly have lower spreads or discount margins reflecting their improving credit quality.

The discounted cash flow method was used in calculating the fair values of the Company’s loan receivables held for investment. The significant unobservable inputs as of March 31, 2024 are the discount rates and range from 2.45% to 8.83%

Fair values of Repurchase Agreement and Note Payable approximate their carrying value as of March 31, 2024 because interest rates approximate the discount rates used in calculating the fair value of the investments. The fair value for the Line of Credit is based on pricing that reflects current market rates to extend the facility.

The following table presents the carrying value and fair value of the Company’s financial instruments disclosed, but not carried, at fair value as of December 31, 2023 and the level of each financial instrument within the fair value hierarchy (in ‘000s):


	Carrying Value		Level 1		Level 2		Level 3		Total

Assets
Loan receivables held for investment	$	675,211	$	—	$	—	$	678,586	$	678,586

	$	675,211	$	—	$	—	$	678,586	$	678,586

Liabilities
Repurchase agreement	$	186,945		—		—	$	186,945	$	186,945
Note Payable		123,502		—		—		123,502		123,502
HSBC Loan		135,915		—		—		135,915		135,915

	$	446,362	$	—	$	—	$	446,362	$	446,362

The discounted cash flow method was used in calculating the fair values of the Company’s loan receivables held for investment. The significant unobservable inputs as of December 31, 2023, are the discount rates and range from 2.45% to 6.83%.

Fair values of the Company’s debt obligations approximate their carrying value as of December 31, 2023 because interest rates approximate the discount rates used in calculating the fair value of the investments, as of period end.

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7.	Debt Obligations

Summarized Debt Obligations

The following table summarizes the Company’s debt obligations (in ‘000s):


Debt Obligation (in thousands)	Outstanding Balance as of March 31, 2024		Outstanding Balance as of December 31, 2023		Weighted Average Interest Rate at March 31, 2024 (1)			Value of Underlying Collateral as of March 31, 2024

Repurchase agreement	$	177,345	$	186,945		7.68	%	$	239,546
Note payable		123,502		123,502		6.53	%		162,503
HSBC Loan		135,915		135,915		7.58	%		209,100

Total	$	436,762	$	446,362				$	611,149

(1)	The above rates are the weighted average interest rates of floating rate loans and are presented using SOFR or the Prime Rate or the applicable SOFR or Prime Rate floor plus the applicable spread as of March 31, 2024.

Credit Facility

On December 14, 2021, the Company entered into a credit agreement (the “Agreement”) to establish a revolving credit facility (the “Credit Facility”) with State Street Bank and Trust Company (“State Street”) as administrative bank (the “Administrative Bank”) and as a lender, and any other lender that becomes a party to the Agreement in accordance with the terms of the Agreement, as lenders (each, a “Lender” and collectively, the “Lenders”).

The maximum principal amount (the “Maximum Commitment”) of the Credit Facility was $65 million. The Maximum Commitment amount may be increased from time to time upon request of the Company to an amount not exceeding $140 million, subject to certain terms and conditions as described in the Agreement. During February 2022 the Company increased the Maximum Commitment to $100 million. During September 2022 the Maximum Commitment was reduced to $65 million. During February 2023 the Maximum Commitment was increased to $100 million

Borrowings under the Credit Facility bear interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) with respect to SOFR Rate Loans, Adjusted SOFR (SOFR plus the applicable spread based upon the interest period one-month in the amount of.11448%, three-month in the amount of .26161% and six month in the amount of

.42826

%) for the applicable Interest Period; and (ii) with respect to reference rate loans, the reference rate in effect from day to day which is the Federal Funds Rate plus .11448% plus .50%.

The Credit Facility was scheduled to mature on December 13, 2022 and was extended to December 12, 2023 (as it may be extended from time to time, the “Stated Maturity Date”) at which time the amount outstanding is due, subject to the Company’s option to extend the maturity date for up to one additional term not longer than 364 days, subject to certain terms and conditions as described in the Agreement.

On December 12, 2023, the Company entered into an amendment (the “Amendment”) to the Agreement. The Amendment, among other changes, (i) extended the maturity date of the Credit Facility from December 12, 2023 to December 10, 2024 and (ii) increased the Borrowing Base from 60 percent of the aggregate Unfunded Capital Commitments to 70 percent of the aggregate Unfunded Capital Commitments.

Subject to certain terms and conditions, the Credit Facility is secured by perfected first priority security interests in and Liens on all of the collateral (i) of the Company (the “Initial Borrower”) in favor of the Administrative Bank for the benefit of the Administrative Bank, the Lenders and each Indemnitee (collectively the “Secured Parties”), subject to no other Liens (other than Permitted Liens), (ii) of any Blocker and its Blocker Managing Member, subject to no other Liens (other than Permitted Liens), and (iii) of any Feeder Fund and its Feeder Fund General Partner, subject to no other Liens (other than Permitted Liens), except as enforceability may be limited by Debtor Relief Laws and general equitable principles.

Repurchase Agreement

On April 27, 2022, AB CRE PDF Member I LLC entered into a $150 million master repurchase and securities contract agreement (the “Repurchase Agreement”), with an option to increase the maximum facility amount (the “Maximum Facility Amount”) to $250 million, with Morgan Stanley Mortgage Capital Holdings LLC (“Morgan Stanley”), as administrative agent for Morgan Stanley Bank, N.A. Pursuant to the Repurchase Agreement, AB CRE PDF Member I LLC is permitted to sell, and later repurchase, eligible commercial mortgage loans collateralized by multifamily, office, retail, industrial, hospitality, self-storage or mixed-use properties or such other property types acceptable to Morgan Stanley. The expiration date of the Repurchase Agreement is April 27, 2025, unless extended or earlier terminated in accordance with the terms of the Repurchase Agreement. Any capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Repurchase Agreement. During July 2022 the Company increased the Maximum Facility Amount to $200 million.

Under the Repurchase Agreement, the proceeds received by AB CRE PDF Member I LLC for each Purchased Asset is equal to the product of (a) the outstanding principal balance of such Purchased Asset, multiplied by (b) the applicable Purchase Percentage. Upon repurchase of the Purchased Asset by AB CRE PDF Member I LLC, the Repurchase Price for such Purchased Asset shall equal the sum of the Purchase Price of such Purchased Asset and the accrued and unpaid Price Differential with respect to such Purchased Asset as of the date of such determination, minus all Income and other cash actually received by Buyers in respect of such Purchased Asset and applied towards the Repurchase Price and/or Price Differential pursuant to the Repurchase Agreement. For borrowings under the Repurchase Agreement the advance rate and spread are determined based on the individual loan.

In connection with the Repurchase Agreement, the Company has agreed to guarantee certain obligations of AB CRE PDF Member I LLC under the Repurchase Agreement.

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Note Payable

On March 31, 2023, AB CRE PDF Athena LLC, a wholly owned subsidiary of the Company, entered into a note-on-note financing (the “Note”) with Citibank, N.A. (the “Note Lender”). The Note has a maximum commitment of $125.6 million and is scheduled to mature within one hundred fifty (150) days after August 9, 2024, or as otherwise provided in the Loan and Security Agreement, by and among AB CRE PDF Athena LLC, as borrower, the Note Lender, as Class A Lender and the Company, as Subordinated Lender (the “Loan and Security Agreement”). Except as otherwise provided in the Loan and Security Agreement, borrowings under the Note bear interest at Term SOFR plus 1.20%. The Note is collateralized by Loan 9, see footnote 4.

HSBC Loan

The HSBC Lenders have made the HSBC TNVA1 Loan in the aggregate principal amount of $151 million. The HSBC TNVA1 Loan generally bears interest at a rate per annum equal to the greater of (i) Term SOFR plus a margin of 2.25%, with a 0.0% floor on Term SOFR and (ii) 5.25%. The HSBC TNVA1 Loan is secured by a first priority security interest in certain collaterally assigned loans.

In connection with the HSBC TNVA1 Loan, the Fund undertook obligations to guaranty the payment of the HSBC TNVA1 Loan in an amount equal to the lesser of (i) 35% of the outstanding principal balance of the HSBC TNVA1 Loan and (ii) $52.8 million.

The HSBC Loan and Security Agreement includes customary covenants, reporting requirements, and other customary requirements applicable to the Company and TNVA1 and provides for events of default and acceleration provisions customary for a loan of its type.

The HSBC TNVA1 Loan has an initial maturity date of December 7, 2026, unless the HSBC Loan and Security Agreement is either extended or sooner terminated in accordance with its terms.

Combined Maturity of Debt Obligations

The following schedule reflects the Company’s contractual payments under all borrowings by maturity:


Year ending December 31,	Borrowing by Maturity (in thousands)
2024 (last 9 months)	$	—
2025		300,847
2026		135,915
2027		—
2028		—

Total	$	436,762

8.	Related Party Transactions

Management Fee

The Company has entered into an investment management agreement, as amended and restated on June 20, 2022, (as amended, the “Management Agreement”) with the Investment Manager. Pursuant to the Management Agreement the Company pays the Investment Manager, on a quarterly basis, a management fee (the “Management Fee”) in respect of each Member, in arrears, equal to the Applicable Percentage (as defined below) of such Member multiplied by the sum of (i) the net asset value (“NAV”) of the Units and (ii) the product of (a) all unfunded commitment amounts under any investments (“Portfolio Investments”) with ongoing funding obligations (e.g., delayed-draw term loans) and (b) the Indebtedness Fraction (as defined below), each of (i) and (ii) as of the last day of each calendar quarter. The Management Fee is not charged with respect to any portion of the Company’s assets that are attributable to direct leverage. The “Indebtedness Fraction” means an amount equal to one minus a fraction, the numerator of which is the total outstanding portfolio level indebtedness of the Company, and the denominator of which is the principal amount of any Portfolio Investments held by the Company. The portfolio indebtedness used to calculate the ratio includes the debt obligations noted in the accompanying balance sheet. The Management Agreement was amended and restated on June 20, 2022 to, among other things, clarify that loan servicing fees and expenses, and other fees and expenses incurred in connection with the acquisition, disposition, ownership and operation of the Portfolio Investments (as defined therein) are not to be included as Company Expenses (as defined therein) for purposes of calculating the Organizational Expenses (as defined therein) and Company Expenses limit.

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A Member’s “Applicable Percentage” is set forth below:


Aggregate Capital Commitment of a Member	Applicable Percentage
$ 50,000 - $ 500,000		1.50	%
$ 500,001 - $ 1,000,000		1.40	%
$ 1,000,001 - $ 3,000,000		1.30	%
$ 3,000,001 - $ 5,000,000		1.15	%
$5,000,001 and over		1.00	%

Notwithstanding the foregoing, with respect to any Member that made a capital commitment (“Capital Commitment”) on the initial closing (“Initial Closing Date”) (each, a “Founding Member”), the Management Fee was waived with respect to such Founding Member (including any additional Capital Commitments made by such Member) for the first six months after the Initial Closing Date.

Payment of the Management Fee is made within ten (10) days of the last day of each calendar quarter, or as soon as reasonably practicable thereafter.

The Management Fee charged with respect to a Member is prorated for any capital contribution or repurchase of Units that is effective other than as of the first day of a calendar quarter.

The Investment Manager may, in its discretion, reduce, waive or calculate differently the Management Fee charged at the Company level with regard to the Units held by certain Members, including, without limitation, a related party investor (“Related Investor”), so long as such reduction, waiver or calculation does not result in a preferential dividend under Section 562(c) of the Code.

For the three months ended March 31, 2024 and 2023, the Company incurred Management Fees of $1.0 million and $.4 million, respectively. As of March 31, 2024 and December 31, 2023, the Management Fees payable amounted to $2.1 million and $1.0 million, respectively and is included in the consolidated balance sheets in the accompanying financial statements.

Investment Activity

As disclosed in Note 5, the Company holds interests in AB CRED II and AB CRED III, affiliated entities of the Company and unconsolidated joint ventures.

Incentive Fee

Pursuant to the Management Agreement at the end of each calendar quarter, the Investment Manager is entitled to receive an incentive fee (the “Incentive Fee”) equal to the difference between (x) the product of (A) 15% and (B) the difference between (1) Core Earnings (as defined below) of the Company for the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable), and (2) the product of (I) the weighted average of the Company’s NAV of the three previous calendar quarters (or such lesser number of completed calendar quarters, if applicable) and the Company’s NAV as of the beginning of the then current calendar quarter, and (II) 6% per annum, and (y) the sum of the Incentive Fee previously paid to the Investment Manager with respect to the first three calendar quarters of the most recent 12 month period (or such lesser number of completed calendar quarters, if applicable); provided, that no Incentive Fee is payable to the Investment Manager with respect to any calendar quarter unless the Core Earnings for the twelve (12) most recently completed calendar quarters (or such lesser number of completed calendar quarters following the date of the Initial Closing Date is greater than zero. The Incentive Fee is prorated for partial periods, to the extent necessary, based on the number of days elapsed or remaining in such periods as the case may be. Unless otherwise determined by the Investment Manager, the Company’s NAV at the beginning of a calendar quarter for purposes of this Incentive Fee calculation shall be equal to the Company’s NAV as of the end of the previous calendar quarter as increased by capital contributions and decreased by repurchases.

For purposes of the foregoing, “Core Earnings” means the net income (loss) attributable to the holders of Units, computed in accordance with GAAP, including realized gains and losses not otherwise included in net income (loss), and excluding (i) the Incentive Fee, (ii) depreciation and amortization, (iii) any unrealized gains or losses or other similar non-cash items that are included in net income for the Applicable Period (as defined below), regardless of whether such items are included in other comprehensive income or loss or in net income and (iv) one-time events pursuant to changes in GAAP and certain material non-cash income or expense items, in each case after discussions between the Investment Manager and the Board and approved by a majority of the Board. “Applicable Period” means the calendar quarter (or part thereof) for which the calculation of the Incentive Fee is being made.

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The Investment Manager is entitled to receive an Incentive Fee with respect to any Units that are repurchased at the end of any calendar quarter (in connection with repurchases of such Units pursuant to the Unit repurchase plan) in an amount calculated as described above with the relevant period being the portion of the calendar quarter for which such Unit was outstanding, and proceeds for any such Unit repurchase will be reduced by the amount of any such Incentive Fee.

In the sole discretion of the Company, the Incentive Fee may be waived, reduced or calculated differently with respect to the Units held by certain Members, including, without limitation, a Related Investor, so long as such waiver, reduction or calculation does not result in a preferential dividend under Section 562(c) of the Code.

Due to the fact that the Incentive Fee is calculated at the Company level in the aggregate and not charged separately with respect to each Member, it is possible that the Company may be charged the Incentive Fee despite the Member’s particular investment in the Company having a negative performance during a calendar quarter.

For the three months ended March 31, 2024 and 2023, the Company incurred Incentive Fees of $0.7 million and $0.3 million, respectively. As of March 31, 2024 and December 31, 2023 the Incentive Fees payable amounted to $2.3 million and $1.5 million, respectively and are included in the consolidated balance sheets in the accompanying financial statements.

Expense Reimbursement

Pursuant to an Expense Limitation Agreement, as amended on June 20, 2022, the Investment Manager may determine to cap Organizational Expenses and Company Expenses in the aggregate that are borne by the Company to the extent necessary to prevent Organizational Expenses and Company Expenses, on an annualized basis, from exceeding a percentage determined by the Investment Manager in its discretion. This cap will be maintained until the third anniversary of the Initial Closing, which is November 5, 2024. Pursuant to the cap, any fees waived and expenses borne by the Investment Manager may be charged to the Company during the three year period that the Expense Cap is in place, provided that no such payment will be made that would cause the Company’s expenses to exceed the same cap. Extraordinary expenses (including, but not limited to, litigation expenses, indemnification expenses, lender liability expenses and other expenses not incurred in the ordinary course of the Company’s business), the Management Fee, the Incentive Fee, interest expenses, financing costs and expenses, reserves for and costs associated with determining current expected credit losses, loan servicing fees and expenses and other fees and expenses incurred in connection with the acquisition, disposition, ownership and operating of the Portfolio Investments are not included as Company Expenses for purposes of calculating the expense cap.

For the three months ended March 31, 2024 and 2023, the Company incurred expenses in excess of the Expense Cap totaling $0.1 million and

$0.0 million. As of March 31, 2024 and December 31, 2023, the Company owes a reimbursement of $0.1 million and $0.0 million, respectively, from the Investment Manager and is included in the consolidated balance sheets in the accompanying financial statements. It is expected the reimbursement amounts will be fully paid at the third anniversary of the Initial Closing or as soon as practical.

9.	Risks and Uncertainties

The Company’s financial condition may be adversely affected by a significant economic downturn and it may be subject to legal, regulatory, reputational and other unforeseen risks that could have a material adverse effect on the Company’s operations. A sustained downturn in the United States or global economy or any particular segment thereof could impede the ability of the Company’s portfolio entities to perform under or refinance their existing obligations and impair the Company’s ability to effectively exit investments on favorable terms. Any of the foregoing events could result in substantial or total losses to the Company in respect of certain investments, which losses will likely be exacerbated by the presence of leverage in the Company’s capital structure.

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10.	Commitments and Contingencies

Commitments

The Company may enter into commitments to fund investments. As of March 31, 2024 and December 31, 2023, the Company believed that it had adequate financial resources to satisfy its unfunded commitments. The amounts associated with unfunded commitments to provide funds to portfolio companies are not recorded in the Company’s consolidated balance sheets. Since these commitments and the associated amounts may expire without being drawn upon, the total commitment amount does not necessarily represent a future cash requirement. The Company had the following unfunded commitments by investment as of March 31, 2024:


	Expiration Date		Unfunded Commitment (in thousands)
Loan 1		1/10/2025	$	—
Loan 2		7/10/2025		6,885
Loan 3		3/10/2025		1,750
Loan 4		5/10/2025		718
Loan 5		8/5/2024		232
Loan 6		7/5/2025		—
Loan 7		4/10/2024		6,488
Loan 8		3/10/2026		1,302
Loan 9		8/9/2024		—
Loan 10		9/10/2026		1,300
Loan 11		11/10/2025		21,900

Total			$	40,575

As of March 31, 2024, the Company is subject to an unfunded commitment amount of $45.9 million from the underlying interest in the equity method investments. The Company does not expect these unfunded commitments to impact the Company’s overall liquidity or capital resources.

The Company had the following unfunded commitments by investment as of December 31, 2023:


	Expiration Date		Unfunded Commitment (in thousands)
Loan 1		1/10/2024	$	372
Loan 2		7/10/2025		6,885
Loan 3		3/10/2025		1,750
Loan 4		5/10/2025		718
Loan 5		8/5/2024		1,607
Loan 6		7/5/2025		—
Loan 7		3/10/2024		7,862
Loan 8		3/10/2026		1,302
Loan 9		8/9/2024		—
Loan 10		9/10/2026		1,300
Loan 11		11/10/2025		21,900

Total			$	43,696

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Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

The Company is subject to various legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Management believes that final outcome of such matters will not have a material adverse effect on the financial position of, results of operations or liquidity of the Company.

11.	Economic Dependency

Under various agreements, the Company has engaged or will engage the Investment Manager, its affiliates and entities under common control

with the Investment Manager to provide certain services that are essential to the Company, including asset management services, asset acquisition, origination or disposition decisions, as well as other administrative responsibilities for the Company including accounting and legal services, human resources and information technology.

As a result of these relationships, the Company is dependent upon the Investment Manager and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

12.	Subsequent Events

Subsequent events after the balance sheet date have been evaluated through the date the consolidated financial statements were issued.

Loan 6 was modified in April 2024

resulting

in a $10 million paydown of the loan and other consideration.

Proceeds were partially used to repay $7.0 million of the Repurchase Agreement borrowings associated with

Loan 6.

The Company is in negotiations with the borrower on Loan 7 for an extension.

In May 2024, a loan was originated totaling

$30.0

million of commitments.

In April 2024, the Repurchase Agreement was modified to increase the maximum facility amount to $300 million, with the ability to increase a further $100 million. The facility was also extended to April 27, 2026.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain Definitions

Except as otherwise specified in this quarterly report on Form 10-Q (the “Quarterly Report”), the terms “we,” “us,” “our” and the “Company” refer to AB Commercial Real Estate Private Debt Fund, LLC, a Delaware limited liability company. We refer to AllianceBernstein L.P., our investment adviser, as “AB” or the “Investment Manager,” and to State Street Bank and Trust Company or its affiliates, our administrator, as the “Administrator.” The term “Members” refers to holders of our limited liability company units, which we refer to herein as the “Units”. The term “LLC Agreement” refers to our Second Amended and Restated Limited Liability Company Operating Agreement.

Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors, and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about the Company, our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

•

general economic and market conditions, including heightened inflation, slower growth or recession, changes to fiscal and monetary policy, higher interest rates, currency fluctuations, and other conditions particularly affecting the real estate industry;

•

adverse conditions in the areas where our Portfolio Investments (as defined herein) or the properties underlying such Portfolio Investments are located and local real estate conditions;

•

an economic downturn could disproportionately impact the investments that we intend to target, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from our Portfolio Investments;

•

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

•

interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;

•

our future operating results;

•

our business prospects;

•

our contractual arrangements and relationships with third parties;

•

competition with other entities and our affiliates for investment opportunities;

•

the speculative and illiquid nature of our investments;

•

the use of borrowed money to finance a portion of our investments;

•

the adequacy of our financing sources and working capital;

•

the loss of key personnel;

•

the ability of the Investment Manager to locate suitable investments for us and to monitor and administer our investments;

•

the ability of the Investment Manager to attract and retain highly talented professionals;

•

limitations imposed on our business and our ability to satisfy requirements to maintain our exclusion from registration under the Investment Company Act of 1940, as amended (the “Investment Company Act”) or to maintain our qualification as a real estate investment trust, or REIT, for U.S. federal income tax purposes;

•

the effect of legal, tax and regulatory changes; and

•

the other risks, uncertainties and other factors we identify under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report should not be regarded as a representation by us that our plans and objectives will be achieved. These risks and uncertainties include those described or identified in the section entitled “Item 1A. Risk Factors” of the Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These forward-looking statements apply only as of the date of this Quarterly Report. Moreover, we assume no duty and do not undertake to update the forward-looking statements.

The following analysis of the Company’s financial condition and results of operations should be read in conjunction with the Company’s financial statements and the related notes thereto contained elsewhere in this Quarterly Report.

Overview

We are a Delaware limited liability company formed on June 1, 2021, to operate as a private investment fund generally for qualified US investors. We intend to qualify and elect to be taxed as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). Our board of directors (the “Board”) was appointed to serve the Company. However, pursuant to an investment management agreement (as amended, the “Management Agreement”) between us and the Investment Manager, the Board delegated to the Investment Manager all rights, power, authority, discretion, duties and responsibilities in respect of the Company, including without limitation, responsibility for the investment activities of the Company and the day-to-day management and administration of the Company. The Board remains responsible for overseeing the performance of the Investment Manager. The investment management services provided by the Investment Manager are in accordance with our investment objectives and policies, subject to the oversight by the Board. To achieve certain tax, regulatory and/or administrative efficiencies, we may invest through or otherwise utilize one or more subsidiary investment vehicles (each, a “Subsidiary”) that are managed and/or sponsored by the Investment Manager or its affiliates. The discussion in this Quarterly Report relating to investments made by us or other actions may relate to such investments or other actions made by a Subsidiary, as applicable. Our investment objective is to generate attractive risk-adjusted returns through a diversified portfolio of commercial real estate-related investments that are predominantly credit investments secured by commercial real estate located in the United States, principally through investments made pursuant to the investment program described herein.

We, directly or indirectly (including through a Subsidiary), invest in a portfolio of primarily debt investments, or participations therein (collectively, the “Portfolio Investments”) that may include, without limitation, the following: directly originated commercial real estate mortgage loans, including senior and junior mezzanine loans, B-notes, second mortgages, other subordinated loans (together, “Directly Originated Loans”); legacy, new issue, and single-borrower commercial mortgage backed securities (“CMBS”); commercial real estate-related securities; performing, sub-performing and non-performing loans; and net lease assets. While we intend to focus primarily on loans directly secured by commercial real estate-related assets, we also have the flexibility, subject to compliance with the real estate investment trust (“REIT”) qualification requirements, to invest in other types of debt investments, including unsecured debt of entities that directly or indirectly own real property or real estate-related debt. We may also invest in commercial real estate-related preferred and common equity interests where doing so is in keeping with our investment objective. We retain ultimate discretion on our investment profile.

Our Private Offering

The Company currently falls outside of the definition of an “investment company” under the Investment Company Act, by satisfying the conditions of Section 3(c)(5)(C) of the Investment Company Act, which excludes from the definition of an investment company persons that are primarily engaged in investing in interests in real estate. We expect to conduct private offerings of our Units to investors in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Our initial private offering of Units (the “Private Offering”) was conducted in reliance on Regulation D under the Securities Act. Any investors in our Private Offering were required to be “accredited investors” as defined in Regulation D of the Securities Act. The criteria required of Regulation D under the Securities Act may not apply to investors in subsequent offerings. Investments by U.S. investors in the Private Offering were also subject to state securities laws. Further, due to certain anti-money laundering restrictions and economic sanctions concerns, Units may not be offered, sold, transferred, or delivered, directly or indirectly, to certain unacceptable investors. Our LLC Agreement also imposes additional restrictions upon the ownership of the Units to ensure, among other things, that we qualify and maintain our status as a REIT under the Code.

We entered into separate subscription agreements with a number of investors for the Private Offering. Each investor has made a capital commitment (a “Capital Commitment”) to purchase Units pursuant to a subscription agreement (a “Subscription Agreement”). We refer to the initial date on which Capital Commitments were first accepted by or on behalf of the Company from Members as the “Initial Closing,” and each such date on which Capital Commitments are accepted as a “closing.” Thereafter, subsequent closings for additional Capital Commitments from new and existing Members may generally be held as of the end of the calendar quarter, subject to our discretion to hold closings at any other time.

Each Capital Commitment made by a Member at a closing has its own lock-up period (a “Lock-Up Period”). The Lock- Up Period for each Capital Commitment is the period commencing on the applicable closing and ending on the third anniversary of such closing. Upon the expiration of a Member’s Lock-Up Period, such Member may choose to be released from its Remaining Commitment (as defined below), subject to certain post- commitment period obligations.

Investors are required to purchase Units each time we provide notice of a capital call, which notice is delivered at least 5 business days prior to the date on which a capital call is due, in an aggregate amount not exceeding their respective Capital Commitments. All capital calls generally are made pro rata in accordance with the investors’ Capital Commitments.

We currently have one class of Units. We may issue additional classes of Units in the future (or we may enter into agreements with certain Members that alter, modify or change the terms of the Units held by such Members), which may differ from the Units described herein, including, without limitation, in respect of a Related Investor. New classes of Units may be established by us without providing prior notice to, or receiving consent from, existing Members. The terms of such classes will be determined by us in our sole discretion. See Item 13. Certain Relationships and Related Transactions, and Director Independence—Transactions with Related Persons; Policies and Procedures for Review of Related Party Transactions—The Investment Manager—Diverse Member Group of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

We may, directly or indirectly, borrow for working capital purposes, including, but not limited to, paying fees and expenses or managing cash flows from Capital Commitments. In connection therewith, we will be authorized to pledge, charge, mortgage, assign, transfer and grant security interests to a lender in (i) all Capital Commitments, our right to initiate drawdowns and collect the capital contributions of the Members and to enforce their obligations to make capital contributions to purchase Units, and (ii) a Company collateral account into which the payment by the Members of their remaining Capital Commitment are to be made. We refer to any such financing as a “Commitment Facility.” In connection with any Commitment Facility, and as further described in the LLC Agreement, each Member remains absolutely and unconditionally obligated to fund capital calls duly issued by us or by the lender under a Commitment Facility (including, without limitation, those required as a result of the failure of any other Member to fund capital calls), without setoff, counterclaim or defense, including without limitation any defense of fraud or mistake, or any defense under any bankruptcy or insolvency law, including Section 365 of the Bankruptcy Code, subject in all cases to the Members’ rights to assert such claims against us in one or more separate actions; provided that, any such claims are subordinate to all payments due to the lenders under a Commitment Facility.

A Member that defaults in respect of its remaining Capital Commitment may be subject to certain remedies, including forfeiture of its Units.

The NAV per Unit is calculated by the Administrator (as defined below) as of each Valuation Date pursuant to the procedures determined by the Investment Manager. Generally, the last business day of each calendar quarter or such other date designated by us to accept the purchase of Units, as determined in our sole discretion, is the “Valuation Date.” The NAV per Unit is determined by dividing the value of the total assets of the Company less the liabilities of the Company by the total number of Units outstanding as at any Valuation Date. Liabilities are determined based upon generally accepted accounting principles, subject to our right, in consultation with the Investment Manager, to provide reserves or holdbacks for estimated accrued expenses, liabilities or contingencies, including general reserves or holdbacks for unspecified contingencies (even if not required by generally accepted accounting principles). In calculating the NAV per unit, income and expenditure are treated as accruing from day-to-day.

In connection with any capital call, the per Unit price for the corresponding purchase of Units is determined by the Company in accordance with the policies described herein. In particular, in the event that Units are issued as of the first business day of a calendar quarter, the per Unit price of such Units is equal to the NAV per Unit established by the Company as of the immediately preceding Valuation Date (i.e., the last business day of the immediately preceding calendar quarter). In the event that Units are issued on any day that is not the first business day of the calendar quarter, we use the methods described above, to the extent reasonably possible, to determine the NAV per Unit as of such issuance date.


	NAV Per Unit
December 31, 2023	$	9.6373
March 31, 2024	$	9.5000

Income

Our investment objective is to generate attractive risk-adjusted returns through investments primarily in loans secured by high quality commercial real estate properties located in the United States. The Investment Manager seeks to prioritize capital preservation and stable income for investors by building a portfolio of investments primarily through Directly Originated Loans secured by high-quality commercial real estate properties, including senior mortgage loans, mezzanine loans, and B-notes. Our investment strategy also allows for the acquisition of discounted loans with room to restructure in order to improve recoverability above the price paid or achieve an enhanced income stream. To a lesser extent, the Investment Manager invests in the following: legacy, new issue, and single-borrower CMBSs; commercial real estate-related securities; performing, sub-performing and non- performing/distressed loans; and net lease assets. While we focus mainly on loans directly secured by commercial real estate-related assets, we will also have the flexibility to invest in other types of debt investments, including unsecured debt of entities that directly or indirectly own real property or real estate-related debt, and may invest in commercial real estate-related preferred and common equity interests where doing so is in keeping with the investment objective. This embedded diversification enables the Team to invest across real estate debt opportunities in various stages of an economic cycle, and to capitalize on dislocations in the markets over time.

We generate revenue in the form of cash dividends, interest and other similar cash distributions received by the Company in respect of its investments, as well as principal repayment or sale or distribution proceeds in respect of such investments.

Expenses

Our primary operating expenses include the payment of fees to the Investment Manager pursuant to the Management Agreement and the LLC Agreement, payment of fees to the Administrator pursuant to the Administration Agreement and reimbursement of the Investment Manager or its affiliates for Organizational Expenses. For a description of fees payable to our Investment Manager under the Management Agreement and the LLC Agreement, see Item 1. Business—Investment Manager Fees of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

We will reimburse the Investment Manager for Organizational Expenses. Pursuant to an Expense Limitation Agreement (as amended), the Investment Manager may determine to cap Organizational Expenses and Company Expenses in the aggregate that are borne by the Company to the extent necessary to prevent Organizational Expenses and Company Expenses, on an annualized basis, from exceeding a percentage determined by the Investment Manager in its discretion. This cap will be maintained until the third anniversary of the Initial Closing Date, which is November 5, 2024. Pursuant to the cap, any fees waived and expenses borne by the Investment Manager may be reimbursed by the Company during the period of time following the end of the amortization period and ending on the third anniversary of the start of the amortization period, provided that no reimbursement payment will be made that would cause the Company’s expenses to exceed the same cap. Extraordinary expenses (including, but not limited to, litigation expenses, indemnification expenses, lender liability expenses and other expenses not incurred in the ordinary course of the Company’s business), the Management Fee, the Incentive Fee, interest expenses, financing costs and expenses, reserves for and costs associated with determining current expected credit losses, loan servicing fees and expenses and other fees and expenses incurred in connection with the acquisition, disposition, ownership and operating of the Portfolio Investments will not be included as Company Expenses for purposes of calculating the expense cap.

The Administrator receives negotiated fees paid out of our assets based upon the nature and the extent of services performed by the Administrator. We reimburse the Administrator for all reasonable out-of-pocket expenses.

We bear all direct costs, fees and expenses incurred in connection with our management and operations, including but not limited to the following, which we refer to as “Company Expenses”:

•

investment expenses (including any expenses that the Investment Manager reasonably determines to be related to investments, including expenses related to due diligence, sourcing, purchasing, structuring, originating, disposing, monitoring, financing or hedging of our or each Subsidiary’s assets, such as brokerage commissions, expenses relating to clearing and settlement charges, custodial fees, bank service fees and interest expense, whether or not the investment was consummated);

•

expenses related to owning and operating real assets;

•

servicing fees and expenses including such expenses incurred or such fees paid to the Investment Manager or its affiliate in its capacity as servicer if the Company believes the Investment Manager or its affiliate can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services;

•

expenses incurred in connection with collection of monies owed to the Company or any Subsidiary;

•

expenses relating to compliance with REIT qualification requirements;

•

costs for forming and maintaining any Subsidiaries;

•

expenses arising out of or related to the foreclosure on collateral securing one or more investments of the Company, and, thereafter, expenses associated with holding, valuing, disposing of, trading, financing, negotiating and structuring such foreclosed collateral (including the costs of structuring, establishing, maintaining and liquidating any vehicles established to hold or facilitate the holding of such foreclosed collateral);

•

legal expenses;

•

professional fees (including, without limitation, expenses of asset managers, consultants and experts or master servicing or special servicing fees payable to a third party servicer or to the Investment Manager or its affiliates) relating to investments;

•

accounting expenses;

•

auditing and tax preparation and other tax-related expenses;

•

research-related expenses to the extent that such services fall within the safe harbor of Section 28(e) of the Exchange Act (including, without limitation, news and quotation services, market data services, and fees to third-party providers of research and/or portfolio risk management services);

•

travel-related expenses (including costs related to transportation, lodging and accommodations, meals and entertainment);

•

interest expense, initial and variation margin requirements, appraisal fees and expenses;

•

broken deal expenses and other transactional charges;

•

fees or costs, and all other out-of-pocket expenses incurred in connection with the preparation and distribution of reports to the Members and the operation and administration of the Company’s costs and expenses incurred in connection with the organization and offering and sale of Units (including, without limitation, all legal expenses, printing and mailing costs, insurance costs, filing and registration fees);

•

the Management Fee;

•

the Incentive Fee;

•

the costs and expenses of third-party risk management products and services (including, without limitation, the costs of risk management software or database packages);

•

any insurance, indemnity or litigation expense (including premiums for policies taken out to cover members of the Board and officers of the Investment Manager, regardless of whether or not those policies cover liability that is not indemnifiable pursuant to the terms of the LLC Agreement);

•

fees of the Administrator;

•

expenses associated with the Company’s or any Subsidiary’s administrative and reporting costs, financial statements and tax returns, including the meeting expenses of the Board or the Members;

•

expenses related to regulatory compliance;

•

expenses related to the procurement, maintenance, enhancement and use of software programs and systems;

•

expenses of certain in-house services performed by the Investment Manager in respect of the Company if the Investment Manager believes it can provide such services more effectively and at a cost that is comparable to prevailing market rates for such services;

•

compensation payable to the Company’s chief financial officer, chief accounting officer and other staff of the Company (which such compensation shall be allocated among the Company and other applicable clients of the Investment Manager on a basis that the Investment Manager believes in good faith to be fair and reasonable);

•

expenses incurred in connection with complying with provisions in other agreements, including “most favored nations” provisions;

•

any extraordinary expenses (including, to the extent permitted by law, if applicable, indemnification or litigation expenses and any judgments or settlements paid in connection therewith or other costs or expenses arising therefrom);

•

any taxes, fees or other governmental charges levied against the Company;

•

wind-up and liquidation expenses (and expenses comparable to the foregoing); and

•

other similar expenses related to the Company.

Generally, Company Expenses (other than any expenses that we determine in our sole discretion should be reflected in the NAV of the Units held by a particular Member) are reflected in the NAV of Units of all of the Members on a pro rata basis. To the extent that Company Expenses are borne by the Investment Manager or its affiliates, we reimburse such party for such expenses.

Portfolio Summary

As of March 31, 2024, the Company had made investments in 11 floating rate loans with a loan balance of $670.8 million along with investments in two unconsolidated equity investments for an initial consideration of $74.7 million. These loans had a weighted average interest rate of 9.26% and weighted average remaining term of 1.13 years.

Portfolio Investment Activity

During the three months ended March 31, 2024, the Company did not invest in any loans.

Loan 1 was modified in January 2024 with the maturity extended through January 10, 2025 in exchange for a $12 million paydown of the loan and other consideration.

Loan 7 was extended in March 2024 with the maturity extended through April 10, 2024 to allow for further negotiation on a modification.

Portfolio Information

The table below sets forth select information about the assets in the Company’s portfolio as of March 31, 2024:


Investment (in thousands)	Balance		Interest Rate at March 31, 2024			Maturity Date		Loan Structure		Property Type		Geographic Location
Loan 1	$	29,275		8.33	%		1/10/2025		First Lien		Multifamily		California
Loan 2	$	41,440		8.93	%		7/10/2025		First Lien		Industrial		Mississippi
Loan 3	$	41,000		11.82	%		3/10/2025		First Lien		Hospitality		California
Loan 4	$	40,782		8.62	%		5/10/2025		First Lien		Multifamily		New York
Loan 5	$	55,703		9.57	%		8/5/2024		First Lien		Office		Texas
Loan 6	$	37,748		10.07	%		7/5/2025		First Lien		Hospitality		California
Loan 7	$	18,736		14.37	%		4/10/2024		First Lien		Mixed Use		California
Loan 8	$	34,498		8.82	%		3/10/2026		First Lien		Industrial		Georgia
Loan 9	$	162,503		7.58	%		8/9/2024		First Lien		Student Housing		Various
Loan 10	$	85,000		8.22	%		9/10/2026		First Lien		Multifamily		Virginia
Loan 11	$	124,100		10.82	%		11/10/2025		First Lien		Mixed Use		Nashville

Factors Impacting Operating Results

Our results of operations are affected by a number of factors and primarily depend on, among other things, the level of the interest income generated by the Company from targeted assets, the market value of our assets and the supply of, and demand for, real estate-related loans, including mezzanine loans, first mortgage loans, subordinated mortgage loans, preferred equity investments and other loans related to high quality commercial

real estate in the United States, and the financing and other costs associated with our business. Interest income and borrowing costs of the Company may vary as a result of changes in interest rates, which could impact the net interest we receive on our assets. Our operating results may also be impacted by conditions in the financial markets and unanticipated credit events experienced by borrowers under our loan assets.

Critical Accounting Policies and Use of Estimates

This discussion of our operating plans is based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ. In addition to the discussion below, we describe our critical accounting policies in the notes to our financial statements.

Investments

Loan Receivables

The Company originates and purchases commercial real estate debt and related instruments generally to be held as long-term investments at amortized cost.

Provision for Loan Losses

The provision for loan losses reflects the Company’s estimate of loan losses inherent in the loan portfolio as of the balance sheet date. The provision for loan losses includes a portfolio-based, general component and an asset-specific component.

The Company estimates its portfolio-based loan loss provision based on consultation with a third-party valuation provider and expectation of losses inherent in the investment portfolio but not yet realized. To ensure that the risk exposures are properly measured and the appropriate reserves are taken, the Company assesses a loan loss provision balance that will grow over time with its portfolio and the related risk as the assets are aged and approach maturity and ultimate refinancing where applicable. Significant judgment is required when evaluating loans for impairment, therefore actual results over time could be materially different.

The asset-specific reserve component relates to reserves for losses on individually impaired loans. The Company evaluates each loan for impairment at least quarterly. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of the loan. If the loan is considered to be impaired, an allowance is recorded to reduce the carrying value of the loan to the present value of the expected future cash flows discounted at the loan’s effective rate or the fair value of the collateral, less the estimated costs to sell, if recovery of the Company’s investment is expected solely from the collateral. The Company generally will use the direct capitalization rate valuation methodology or the sales comparison approach to estimate the fair value of the collateral for such loans and in certain cases obtain external appraisals. Determining fair value of the collateral may take into account a number of assumptions including, but not limited to, cash flow projections, market capitalization rates, discount rates and data regarding recent comparable sales of similar properties. Such assumptions are generally based on current market conditions and are subject to economic and market uncertainties.

The Company’s loans are typically collateralized by real estate directly or indirectly. As a result, the Company regularly evaluates the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral property as well as the financial and operating capability of the borrower/sponsor on a loan by loan basis. Specifically, a property’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan at maturity, and/or (iii) the property’s liquidation value. The Company also evaluates the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the properties. In addition, the Company considers the overall economic environment, real estate sector, and geographic submarket in which the collateral property is located. Such impairment analyses are completed and reviewed by asset management and underwriting personnel, who utilize various data sources, including (i) periodic financial data such as property occupancy, tenant profile, rental rates, operating expenses, the borrowers’ business plan, and capitalization and discount rates, (ii) site inspections, and (iii) current credit spreads and other market data and ultimately presented to management for approval.

Equity Method Investments

The Company accounts for its investments in unconsolidated entities under the equity method of accounting. The Company applies the equity method by initially recording these investments at cost, as equity method investments, subsequently adjusted for equity in earnings and cash contributions and distributions. The reporting period of the investments’ financial statements lags the Company’s financial reporting period, but such lag is never more than three months. In the event there is an outside basis portion of the Company’s equity method investments, it is amortized over the anticipated useful lives of the underlying entities’ tangible and intangible assets acquired and liabilities assumed.

The Company evaluates equity investments on a periodic basis to determine if there are any indicators that the value of the equity investment may be impaired and whether or not that impairment is other-than-temporary. To the extent an impairment has occurred and is determined to be other-than- temporary, we measure the charge as the excess of the carrying value of our investment over its estimated fair value.

Revenue Recognition

Interest income, adjusted for amortization of market premium and accretion of market discount, is recorded on an accrual basis to the extent that we expect to collect such amounts. Original issue discount, principally representing the estimated fair value of detachable equity or warrants obtained in conjunction with our debt investments, and market discount or premium are capitalized and accreted or amortized into income over the life of the respective security using the effective interest method. Loan origination fees received in connection with the closing of investments are reported as unearned income which is included as amortized cost of the investment; the unearned income from such fees is accreted over the contractual life of the loan based on a straight line up to the maturity date of the loan. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized loan origination fees, and unamortized market discounts are recorded as income.

Management Fees

We accrue for the Management Fee and Incentive Fee as part of the quarterly valuation of the Company, or as otherwise provided in the LLC Agreement.

Federal Income Taxes

We intend to qualify and elect to be taxed as a REIT for U.S. federal income tax purposes commencing with our taxable year that begins on the date of our Initial Closing. To qualify as a REIT, we must meet a number of organizational and operational requirements, including a requirement that we distribute at least 90% of our REIT taxable income, subject to certain adjustments and excluding any net capital gain, to Members. Our intention is to adhere to the REIT qualification requirements and to maintain our qualification for taxation as a REIT.

As a REIT, we are generally not subject to U.S. federal corporate income tax on the portion of taxable income that is distributed to Members. If we fail to qualify for taxation as a REIT in any taxable year, we will be subject to U.S. federal income taxes at regular corporate rates and we may not be able to qualify as a REIT for four subsequent taxable years. As a REIT, we may be subject to certain state and local taxes on our income and property, and to U.S. federal income and excise taxes on undistributed taxable income. Taxable income from non-REIT activities is subject to U.S. federal, state, and local income taxes at the applicable rates.

We account for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax basis, and for net operating loss, capital loss and tax credit carryforwards. The deferred tax assets and liabilities are measured using the enacted income tax rates in effect for the year in which those temporary differences are expected to be realized or settled. The effect on the deferred tax assets and liabilities from a change in tax rates is recognized in earnings in the period when the new rate is enacted. However, deferred tax assets are recognized only to the extent that it is more likely than not that they will be realized based on consideration of all available evidence, including the future reversals of existing taxable temporary differences, future projected taxable income and tax planning strategies. Valuation allowances are provided if, based upon the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We perform an annual review for any uncertain tax positions and, if necessary, will record the expected future tax consequences of uncertain tax positions in the financial statements.

Deferred Financing Costs

The deferred financing costs that are included as a reduction in the net book value of the related liability on our balance sheets include issuance and other costs related to our debt obligations. These costs are amortized as interest expense using the effective interest method over the life of the related obligations.

Results of Operations

The following is a summary of the Company’s operating results for the three months ended March 31, 2024 and 2023 (in ‘000s):


	For the three Months Ended March 31,
	2024			2023
Net interest income
Interest income net of amortization/accretion	$	16,757		$	6,647
Interest expense		(8,394	)		(4,043	)

Net interest income		8,363			2,604
Provision for credit losses		(3,164	)		(1,025	)

Net interest income after provision for credit losses		5,199			1,579
Operating Expenses:
Management fees (see Note 8)		1,033			398
Incentive fees (see Note 8)		749			259
Professional fees		269			231
Administration and custodian fees		249			59
Other expenses		3			3

Total operating expenses		2,303			950

Other Income:
Reimbursement—Investment Manager (see Note 8)		(104	)		38
Waived management fees (see Note 8)		—			—
Income from equity method investments		609			1,731
Other income		590			31

Total other income		1,095			1,800

Net Income	$	3,991		$	2,429

Net income per unit (basic and diluted)	$	0.13		$	0.21
Weighted average units outstanding		30,207,639			11,536,368

Net Interest Income (Loss)

Net interest income increased $5.8 million during the three months ended March 31, 2024, as compared to the corresponding period for the previous fiscal year. The increase was due primarily to an increase in index rates, including LIBOR and Term SOFR, and outstanding principal balances net of portfolio financing.

Interest income increased $10.1 million during the three months ended March 31, 2024, as compared to the corresponding period for the previous fiscal year. The increase was due primarily to a $391.4 million increase in weighted average principal balance of our loan portfolio, as a result of capital deployment from share issuance and financing proceeds.

Interest expense increased $4.3 million during the three months ended March 31, 2024, as compared to the corresponding period for the previous fiscal year. The increase was driven by a $212.8 million increase in the weighted average portfolio financing for the corresponding period for the previous fiscal year. The proceeds from our financing facilities were used to close new investments and fund draws under previously closed loans.

Operating Expenses

Total operating expenses increased by $1.3 million during the three months ended March 31, 2024, as compared to the corresponding period for the previous fiscal year. This increase was primarily due to an increase of $0.6 million in Management Fees and $0.5 million in Incentive Fees.

Other Income

Total other income decreased by $0.7 million during the three months ended March 31, 2024, as compared to the corresponding period for the previous fiscal year. The increase was primarily driven by an decrease of $1.1 million in income from equity method investments. The decrease was partially offset by a $0.5 million increase in other income related to short term investments of cash on hand.

Net Income (Loss)

During the three months ended March 31, 2024, the net income was approximately $1.6 million higher, as compared to the corresponding period for the previous fiscal year. This increase primarily driven by income from equity method investments and interest income, partially offset by the provision for credit losses and operating expenses.

Cash Flows Provided by Operating Activities

For the three months ended March 31, 2024, cash flows provided by operating activities were approximately $9.5 million, primarily driven by net income, distributions of earnings from equity method investments, provision for credit losses and an increase in management fee payable.

Cash Flows Used by Investing Activities

For the three months ended March 31, 2024, cash flows provided by investing activities were approximately $9.0 million, primarily driven by the repayment of mortgage loan receivables, which was partially offset by additional funding of mortgage loan receivables.

Cash Flows Provided by Financing Activities

For the three months ended March 31, 2024, cash flows used in financing activities were approximately $14.9 million, primarily driven by repurchase agreement borrowings, and proceeds from notes payable and distribution paid.

Financial Condition, Liquidity and Capital Resources

We expect to generate cash primarily from (i) cash flows from our operations, (ii) any financing arrangements now existing or that the Company may enter into in the future and (iii) any future offerings of our equity or debt securities. We may fund a portion of our investments through borrowings from banks, or other large global institutions such as insurance companies, and issuances of senior securities.

The Company’s primary use of funds from its Debt obligations is investments in Portfolio Investments, cash distributions to Members and the payment of operating expenses.

Cash and cash equivalents as of March 31, 2024, taken together with the Company’s uncalled Capital Commitments of $429.1 million and the potential for additional borrowings under the Company’s Credit Facility and the Company’s Repurchase Agreement, is expected to be sufficient for the Company’s investing activities and to conduct the Company’s operations for at least the next twelve months.

State Street Credit Facility

On December 14, 2021, the Company entered into the State Street Credit Agreement to establish the State Street Credit Facility with the State Street Credit Facility Administrative Bank and the State Street Credit Facility Lenders.

As of March 31, 2024, the Company had $0 outstanding on the State Street Credit Facility and the Company was in compliance with the terms of the State Street Credit Agreement. The Company intends to continue to utilize the State Street Credit Facility on a revolving basis to fund investments and for other general corporate purposes.

Note Payable

As of March 31, 2024, the Company had $123.5 million outstanding on the Note and the Company was in compliance with the terms of the Note.

For further details, see “Note 7. Debt Obligations,” to the Company’s financial statements.

Repurchase Agreement.

Member I LLC is permitted to sell, and later repurchase, eligible commercial mortgage loans collateralized by multifamily, office, retail, industrial, hospitality, self-storage or mixed-use properties or such other property types acceptable to Morgan Stanley. The expiration date of the Repurchase Agreement is April 27, 2025, unless extended or earlier terminated in accordance with the terms of the Repurchase Agreement. Any capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Repurchase Agreement. During July 2022 the Company increased the Maximum Facility Amount to $200 million.

As of March 31, 2024, the Company had $177.3 million outstanding on the repurchase contract and the Company was in compliance with the terms of the Repurchase Agreement. As of March 31, 2024, the remaining amount the Company could utilize under the Repurchase Agreement was $22.7 million.

For further details, see “Note 7. Debt Obligations,” to the Company’s financial statements.

HSBC Loan

On December 7, 2023, AB CRE PDF TNVA1 LLC (“TNVA1”), a wholly owned subsidiary of the Company entered into a Loan and Security Agreement (the “HSBC Loan and Security Agreement”) by and among TNVA1, as borrower, HSBC Bank USA, National Association (“HSBC”), as administrative agent for itself and the other lenders signatory thereto, and the lenders signatory thereto (the “HSBC Lenders”) as part of a “note-on-note” loan (the “HSBC TNVA1 Loan”) transaction. The HSBC Lenders have made the HSBC TNVA1 Loan in the aggregate principal amount of $151 million. The HSBC TNVA1 Loan generally bears interest at a rate per annum equal to the greater of (i) Term SOFR plus a margin of 2.25%, with a 0.0% floor on Term SOFR and (ii) 5.25%. The HSBC TNVA1 Loan is secured by a first priority security interest in certain collaterally assigned loans.

As of March 31, 2024, the Company had $135.9 million outstanding on the HSBC Loan and the Company was in compliance with the terms of the HSBC Loan and Security Agreement.

For further details, see “Note 7. Debt Obligations,” to the Company’s financial statements.

Off-Balance Sheet Arrangements

Our investments in debt primarily consist of real estate loans which have commitments outstanding on certain loans. For additional information on our commitments as of March 31, 2024, refer to Note 10 of the “Notes to Consolidated Financial Statements.” We do not expect these commitments, taken as a whole, to be significant to, or to have a material impact on, our overall liquidity or capital resources or our operations.

The Company is subject to an unfunded commitment amount of $45.9 million from the underlying interest in the equity method investments. We do not expect these unfunded commitments to impact the Company’s overall liquidity or capital resources.

Other Contractual Obligations

We have entered into certain contracts under which we have material future commitments. We entered into a Management Agreement with the Investment Manager. Under the Management Agreement, the Investment Manager is responsible for:

•

managing and supervising the development of our Private Offering;

•

obtaining market research and economic and statistical data in connection with the investment objectives and policies discussed herein;

•

identifying, sourcing, evaluating and monitoring investment opportunities consistent with the investment objectives and policies discussed herein, including but not limited to, locating, analyzing and selecting potential investments and, within the discretionary limits and authority granted to the Investment Manager by the Board, making investments in and dispositions of our assets;

•

structuring and conducting negotiations on our behalf with respect to prospective acquisitions, purchases, sales, exchanges or other dispositions of investments, with sellers, purchasers, and other counterparties and, if applicable, their respective agents, advisors and representatives, and determining the structure and terms of such transactions;

•

serving as advisor with respect to decisions regarding any of our financings and hedging strategies;

•

engaging and supervising various service providers on our behalf;

•

providing accounting and administrative services, including but not limited to, the performance of administrative functions required for day-to-day operations; and

•

managing communications with Members, including written and electronic communications, and establishing technology infrastructure to assist in supporting and servicing Members.

For these services, we pay (x) a quarterly Management Fee in respect of each Member, in arrears, equal to the Applicable Percentage of such Member multiplied by the sum of (i) the net asset value (“NAV”) of the Units and (ii) the product of (a) all unfunded commitment amounts under any investments (“Portfolio Investments”) with ongoing funding obligations (e.g., delayed-draw term loans) and (b) the Indebtedness Fraction, each of (i) and (ii) as of the last day of each calendar respect of each Member, in arrears, to the Management Agreement and (y) an incentive fee based on our performance pursuant to the LLC Agreement.

We entered into an Administration Agreement with the Administrator. Under the Administration Agreement, the Administrator acts as administrator to the Company and provides accounting, NAV calculation and certain other administrative services to us.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, including changes in interest rates. To the extent that we borrow money to make investments, our net investment income is dependent upon the difference between the rate at which we borrow funds and the rate at which we invest these funds. In periods of rising interest rates, our cost of funds would increase, which may reduce our net investment income. Because most of our investments bear interest at floating rates, an increase in interest rates could have a corresponding increase in our interest income that may offset any reduction in our net investment income. However, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income.

Assuming that the statement of assets and liabilities as of March 31, 2024, were to remain constant and that we took no actions to alter our existing interest rate sensitivity, the following table shows the annualized impact of hypothetical base rate changes in interest rates. The total outstanding amount of loan receivable assets and debt obligation liabilities subject to changes on floating interest rate are $670.9 million and $436.8 million, respectively.

Change in Interest Rates

Increase
(Decrease in
Interest Income)

Increase
(Decrease) in
Interest Expense

Net Increase
(Decrease) in Net
Investment Income

Down 100 basis points

(6.7 million

)

(4.4 million

)

(2.3 million

)

Down 50 basis points

(3.4 million

)

(2.2 million

)

(1.2 million

)

Up 50 basis points

3.4 million

2.2 million

1.2 million

Up 100 basis points

6.7 million

4.4 million

2.3 million

In addition, any investments we make that are denominated in a foreign currency are subject to risks associated with changes in currency exchange rates. These risks include the possibility of significant fluctuations in the foreign currency markets, the imposition or modification of foreign exchange controls and potential illiquidity in the secondary market. These risks will vary depending upon the currency or currencies involved.

We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates.

Market Risk

The Company’s loans are highly illiquid and there is no assurance that it will achieve its investment objectives, including targeted returns. The Company invests in financial instruments that are subject to interest rate volatility and regional and global conflicts that could adversely affect the results of the Company.

Credit Risk

Credit risk represents the potential loss that the Company would incur if the borrowers failed to perform pursuant to the terms of their obligations to the Company. The Company manages exposure to credit risk by limiting exposure to any one individual borrower and any one asset class. Additionally, the Company employs an asset management approach and monitors the portfolio of loans through, at a minimum, quarterly financial review of property performance including net operating income and the debt yield. The Company also may require certain borrowers to establish a cash reserve, for the purpose of providing for future interest or property-related operating payments.

The performance and value of the Company’s loans depend upon the sponsors’ ability to operate or manage the development of the respective properties that serve as collateral so that each property’s value ultimately supports the repayment of the loan balance. Mezzanine loans and preferred equity investments are subordinate to senior mortgage loans and, therefore, involve a higher degree of risk. In the event of a default, mezzanine loans and preferred equity investments will be satisfied only after the senior lender’s investment is fully recovered. As a result, in the event of a default, the Company may not recover all of its investments.

In addition, the Company is exposed to the risks generally associated with the commercial real estate market, including variances in occupancy rates, capitalization rates, absorption rates, and other macroeconomic factors beyond its control. The Company seeks to manage these risks through its underwriting and asset management processes.

The Company maintains all of its cash at financial institutions which, at times, may exceed the amount insured by the Federal Deposit Insurance Corporation.

Concentration Risk

The Company holds real estate-related loans. Thus, its loan portfolio may be subject to a more rapid change in value than would be the case if it were required to maintain a wide diversification among industries, companies and types of loans. The result of such concentration in real estate assets is that a loss in such loans could materially reduce the Company’s capital.

Liquidity Risk

Liquidity risk represents the possibility that we may not be able to sell, directly or indirectly, our equity interest in the Company at a reasonable price in times of low trading volume, high volatility and financial stress.

Interest Rate Risk

Interest rate risk represents the effect from a change in interest rates, which could result in an adverse change in the fair value of our interest- bearing financial instruments. With respect to the Company’s business operations, increases in interest rates, in general, may over time cause: (i) the interest expense associated with variable rate borrowings to increase; (ii) the value of real estate-related loans to decline; (iii) coupons on variable rate loans to reset, although on a delayed basis, to higher interest rates; (iv) to the extent applicable under the terms of the Company’s investments, prepayments on real estate-related loans to slow, and (v) to the extent we enter into interest rate swap agreements as part of the Company’s hedging strategy, the value of these agreements to increase.

Conversely, decreases in interest rates, in general, may over time cause: (i) the interest expense associated with variable rate borrowings to decrease; (ii) the value of real estate-related loans to increase; (iii) coupons on variable rate real estate-related loans to reset, although on a delayed basis, to lower interest rates (iv) to the extent applicable under the terms of the Company’s investments, prepayments on real estate-related loans to increase, and (v) to the extent the Company enters into interest rate swap agreements as part of its hedging strategy, the value of these agreements to decrease.

Prepayment Risk

Prepayments can either positively or adversely affect the yields on the Company’s loans. Prepayments on debt instruments, where permitted under the debt documents, are influenced by changes in current interest rates and a variety of economic, geographic and other factors beyond our control, and consequently, such prepayment rates cannot be predicted with certainty. If the Company does not collect a prepayment fee in connection with a prepayment or are unable to invest the proceeds of such prepayments received, the yield on the portfolio will decline. In addition, the Company may acquire assets at a discount or premium and if the asset does not repay when expected, the anticipated yield may be impacted. Under certain interest rate and prepayment scenarios the Company may fail to recoup fully its cost of acquisition of certain loans.

Extension Risk

Extension risk is the risk that the Company’s assets are repaid at a slower rate than anticipated and generally increases when interest rates rise. In which case, to the extent the Company has financed the acquisition of an asset, the Company’s may have to finance its asset at potentially higher costs without the ability to reinvest principal into higher yielding securities because borrowers prepay their mortgages at a slower pace than originally expected, adversely impacting its net interest spread, and thus its net interest income.

Real Estate Risk

The market values of commercial and residential mortgage assets are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; retroactive changes to building or similar codes; pandemics; natural disasters and other acts of god. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause the Company to suffer losses.

Item 4. Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s principal executive and principal financial officers, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, the Company’s principal executive and principal financial officers have concluded that the Company’s current disclosure controls and procedures are effective in timely alerting them to material information relating to the Company that is required to be disclosed by the Company in the reports it files or submits under the Exchange Act.

There have been no changes in the Company’s internal control over financial reporting that occurred during the Company’s most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not currently subject to any material legal proceedings, nor, to our knowledge, is any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of these legal proceedings cannot be predicted with certainty, we do not expect that these proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which could materially affect the Company’s business, financial condition and/or operating results. The risks described in the Company’s Annual Report on Form 10-K are not the only risks the Company faces. Additional risks and uncertainties are not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results. During the three months ended March 31, 2024, there have been no material changes from the risk factors set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Except as previously reported by the Company on its current reports on Form 8-K, the

Company

did not sell any securities during the period covered by this Quarterly Report that were not registered under the Securities Act.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

Insider Trading Arrangements and Policies

During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as such terms are defined in paragraphs (a) and (c), respectively, of Item 408 of Regulation S-K promulgated under the Securities Act of 1933, as amended.

Item 6. Exhibits

The following exhibits are filed as part of this report or hereby incorporated by reference to exhibits previously filed with the SEC:


31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as amended*

32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended*

101.INS		XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the XBRL document*

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document*

101.LAB		Inline XBRL Taxonomy Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Presentation Linkbase Document*

104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)*

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in the capacities indicated thereunto duly authorized.

Date: May 10, 2024


AB Commercial Real Estate Private Debt Fund, LLC

By:		/s/ Peter Gordon
		Peter Gordon
		Senior Vice President and Director

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. senior Bad

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company