ThZeal - The Zeal

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

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 SEPTEMBER 30, 2022

☐	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:

None

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

Limited liability company units

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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 November 10, 2022, the registrant had 11,342,193 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

Consolidated Statement of Cash Flows

(Unaudited)


	For the Nine Months Ended September 30, 2022			For the Period from Formation (June 1, 2021) to September 30, 2021
Cash flows from operating activities
Net Income	$	2,656,328		$	—

Adjustments to reconcile net income to net cash provided by operating activities
Amortization of net loan fees and discount/premiums on loans receivable		(460,238	)		—
Amortization of basis difference of equity method investments		(1,263,320	)		—
Income from equity method investments		(554,459	)		—
Distributions of earnings from equity method investments		554,459			—
Amortization of deferred financing costs		536,229			—
Provision for credit losses		1,632,519			—

Increase or decrease in operating assets and liabilities:
(Increase) in accrued interest receivable		(1,005,601	)		—
Decrease in prepaid expenses		178,549			—
(Increase) in reimbursement receivable		(357,515	)		—
Increase in professional fees payable		592,727			—
Increase in management fees payable		449,710			—
Increase in interest payable		528,073			—
Increase in administration and custodian fee payable		24,359			—
Increase in incentive fees payable		91,327			—
(Decrease) in other liabilities		(275,388	)		—

Net cash provided by operating activities		3,327,759			—


Cash flows from investing activities
Origination and purchase of mortgage loan receivables		(166,678,453	)		—
Purchase of equity method investments		(74,651,763	)		—
Distributions from equity method investments in excess of earnings		8,474,573			—

Net cash used for investing activities		(232,855,643	)		—


Cash flows from financing activities
Issuance of common units		90,599,413			1,000
Distributions paid		(1,517,220	)		—
Line of credit borrowings		130,700,000			—
Line of credit paydowns		(147,100,000	)		—
Repurchase agreement borrowings		159,005,233			—
Deferred financing costs paid		(1,097,727	)		—


Net cash provided by financing activities		230,589,699			1,000

Net increase in cash and cash equivalents		1,061,815			1,000
Cash and cash equivalents, beginning of period		3,108,981			—


Cash and cash equivalents, end of period	$	4,170,796		$	1,000


Supplemental financing activities
Cash paid during the period for interest	$	2,993,027		$	—

Noncash financing activities
Increase in distribution payable	$	1,957,206		$	—

See Notes to Financial Statements

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AB Commercial Real Estate Private Debt Fund, LLC

Notes to Financial Statements

September 30, 2022

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 will seek 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 will invest 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 intends to focus mainly on loans directly secured by commercial real estate-related assets, it 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.

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 to 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 sole shareholder, will serve as the investment manager of the Company pursuant to the Management Agreement. The investment management services provided by the Investment Manager will be 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 during 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 interim financial data includes all adjustments, consisting only of normal recurring adjustments, necessary to a fair statement of the results for the interim periods.

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 subsidiary (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) in its consolidated financial statements. All intercompany balances and transactions have been eliminated in consolidation.

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.

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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.

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.

A loan is also considered impaired if its terms are modified in a troubled debt restructuring (“TDR”). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loans. Generally, when granting concessions, the Company will seek to protect its position by requiring incremental pay downs, additional collateral or guarantees and, in some cases, lookback features or equity interests to offset concessions granted should conditions impacting the loan improve. The Company’s determination of credit losses is impacted by TDRs whereby loans that have gone through TDRs are considered impaired and are assessed for specific reserves. Loans previously restructured under TDRs that subsequently default are reassessed to incorporate the Company’s current assumptions on expected cash flows and additional provision expense is recorded to the extent necessary. There have been no TDRs through September 30, 2022.

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

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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 September 30, 2022.

For the three and nine months ended September 30, 2022, the Company recognized a provision for credit losses in the amount of $345,573 and $1,632,519 respectively, and is included in the accompanying consolidated financial statements. As of September 30, 2022 and December 31, 2021 the allowance for credit losses amounted to $2,004,565 and $372,046, respectively and is included in the accompanying consolidated balance sheets.

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.

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.

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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.

Organization and Operating Expenses

Organization costs include costs relating to the formation and organization of the Company. Organization and operating expenses are recognized as incurred on the consolidated statements of income.

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 both the Credit Facility and Repurchase Agreement. 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.

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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.

Recent Accounting Pronouncements Pending Adoption

In March 2022, the FASB issued ASU

2022-02

Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings and Vintage Disclosures, (“ASU

2022-02”).

ASU

2022-02

eliminates the recognition and measurement guidance for troubled debt restructuring for creditors that have adopted ASC 326 and requires them to make enhanced disclosures about loan modifications for borrowers experiencing financial difficulty. Early adoption is permitted and is effective for fiscal years beginning after December 15, 2022. The Company does not expect the adoption to have a material impact on the Company’s consolidated financial statements.

3.	Capital Commitments

The following information sets forth the capital commitments of the Company as of September 30, 2022 and December 31, 2021:


	As of September 30, 2022		As of December 31, 2021
Capital Commitments	$	489,577,065	$	151,458,870
Capital Funded		111,804,515		21,205,102

Unfunded Capital Commitments	$	377,772,550	$	130,253,768

With respect to each capital commitment made by a Member, the Member will be 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.”

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4. Loan Receivables Held for Investment

The following table summarizes the Company’s investments in loan receivables held for investment as of September 30, 2022:


Investment	Investment Type	Loan Type	Origination Date		Total Commitment		Loan Balance		Contractual Interest Rate	Carrying Value at September 30, 2022		Interest Rate September 30, 2022 (1)			Maturity Date		Payment Terms
Loan 1	Loan origination	Multifamily		12/17/2021	$	41,648,000	$	40,779,892	SOFR + 3.06%	$	40,519,673		5.81	%		1/10/2024		Interest only
Loan 2	Loan origination	Industrial		12/28/2021		50,585,000		43,700,000	SOFR + 3.61%		43,297,269		6.36	%		7/10/2025		Interest only
Loan 3	Loan origination	Hospitality		2/14/2022		42,750,000		41,000,000	SOFR + 6.75%		40,652,224		9.50	%		3/10/2025		Interest only
Loan 4	Loan origination	Multifamily		4/14/2022		41,500,000		37,920,000	SOFR + 3.30%		37,564,248		6.05	%		5/10/2025		Interest only
Loan 5	Loan origination	Office		7/14/2022		55,935,000		50,197,476	SOFR + 4.25%		49,693,791		6.85	%		8/5/2024		Interest only
Loan 6	Purchase	Hospitality		7/7/2022		38,250,000		38,250,000	SOFR + 4.75%		37,943,603		7.50	%		7/5/2025		Interest only

Total					$	270,668,000	$	251,847,368		$	249,670,808

(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 their most recent reset period prior to September 30, 202 2

The following table summarizes the Company’s investments in loan receivables held for investment as of December 31, 2021:


Investment	Investment Type	Loan Type	Origination Date		Total Commitment		Loan Balance		Contractual Interest Rate	Carrying Value at December 31, 2021		Interest rate at December 31, 2021 (1)			Maturity Date		Payment Terms
Loan 1	Loan origination	Multifamily		12/17/2021	$	41,648,000	$	39,745,000	SOFR + 3.06%	$	39,336,506		3.13	%		1/10/2024		Interest only
Loan 2	Loan origination	Industrial		12/28/2021		50,585,000		43,700,000	SOFR + 3.50%		43,195,611		3.75	%		7/10/2025		Interest only

Total					$	92,233,000	$	83,445,000		$	82,532,117

(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 their most recent reset period prior to December 31, 2021

5.	Equity Method Investments

As of September 30, 2022, the Company held 7.13% and 6.99% 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 $14,641,906 and $52,798,604, 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 September 30, 2022, the unamortized basis differences of the Company’s equity investments were $3,741,861.

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 estimate life of the investments or recognized when a loan is

repaid. 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 estimate 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 and nine months ended September 30, 2022, in the amount of $1,087,137 and $1,263,320, respectivel

As noted in Note 2 the reporting period of the investments’ financial statements lags the Company’s financial reporting period, but such lag is never more than three months.

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


Balance Sheet	As of June 30, 2022
Assets
Investments	$	975,716,318
Cash and cash equivalents		72,085,492
Other assets		7,170,472

Total assets	$	1,054,972,282

Liabilities
Accrued Expenses	$	26,941,486
Other liabilities		2,190,699

Total liabilities	$	29,132,185

Total equity	$	1,025,840,097

Total liabilities and equity	$	1,054,972,282

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Statements of Income	For the Three Months Ended June 30, 2022			For the Six Months Ended June 30, 2022
Total income	$	14,621,581		$	14,621,581
Total expenses		2,170,559			2,170,559

Net investment income	$	12,451,022		$	12,451,022
Other income/(expenses)
Net realized loss		(801,370	)		(801,370	)
Net change in unrealized depreciation		(6,296,338	)		(6,296,338	)

Net Income	$	5,353,314		$	5,353,314

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 September 30, 2022, and the level of each financial instrument within the fair value hierarchy:


	Carrying Value		Level 1		Level 2		Level 3		Total
Assets
Loan receivables held for investment	$	249,670,808	$	—	$	—	$	250,585,472	$	250,585,472

	$	249,670,808	$	—	$	—	$	250,585,472	$	250,585,472

Liabilities
Line of credit payable	$	48,000,000	$	—	$	—	$	48,000,000	$	48,000,000
Repurchase agreement		159,005,233						159,005,233		159,005,233

	$	207,005,233	$	—	$	—	$	207,005,233	$	207,005,233

Fair values for commercial real estate loans 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 September 30, 2022 are the discount rates and range from 2.95% to 6.75%.

Fair values of the Company’s debt obligations approximate their carrying value as of September 30, 2022.

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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, 2021 and the level of each financial instrument within the fair value hierarchy:


	Carrying Value		Level 1		Level 2		Level 3		Total
Assets
Loan receivables held for investment	$	82,532,117	$	—	$	—	$	82,532,117	$	82,532,117

	$	82,532,117	$	—	$	—	$	82,532,117	$	82,532,117

Liabilities
Line of credit payable	$	64,400,000	$	—	$	—	$	64,400,000	$	64,400,000

	$	64,400,000	$	—	$	—	$	64,400,000	$	64,400,000

Fair value approximates their carrying value as of December 31, 2021.

7.	Debt Obligations

Summarized Debt Obligations

The following table summarizes the Company’s debt obligations:


Debt Obligation	Outstanding Balance as of September 30, 2022		Outstanding Balance as of December 31, 2021		Weighted Average Interest Rate for the Period			Interest Expense For the Three Months Ended September 30, 2022		Interest Expense For the Nine Months Ended September 30, 2022		Interest Payable as of September 30, 2022		Interest Payable as of December 31, 2021		Value of Underlying Collateral as of September 30, 2022
Credit facility	$	48,000,000	$	64,400,000		4.88	%	$	629,522	$	1,348,970	$	182,690	$	31,901		N/A
Repurchase agreement		159,005,233		—		5.13	%		1,707,294		2,176,400		362,874		—		210,847,358

Total	$	207,005,233	$	64,400,000				$	2,336,816	$	3,525,370	$	545,564	$	31,901	$	210,847,358

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 $100 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.

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

ne-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 will mature on December 13, 2022 (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.

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.

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Repurchase Agreement

On April 27, 2022, AB CRE PDF Member I LLC entered into a $150,000,000 master repurchase and securities contract agreement (the “Repurchase Agreement”), with an option to increase the maximum facility amount (the “Maximum Facility Amount”) to $250,000,000, 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 $200,000,000.

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.

Combined Maturity of Debt Obligations

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


Period ending December 31,	Borrowing by Maturity
2022 (last 3 months)	$	48,000,000
2023		—
2024		—
2025		159,005,233
2026		—

Total	$	207,005,233

8.	Related Party Transactions

Management Fee

The Company has entered into an investment management agreement, as amended on April 1, 2022, (the “Management Agreement”) with the Investment Manager. Pursuant to the Management Agreement the Company will pay 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 shall not be 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.

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	%

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Notwithstanding the foregoing, with respect to any Member that makes a capital commitment (“Capital Commitment”) on the initial closing (“Initial Closing Date”) (each, a “Founding Member”), the Management Fee shall be waived with respect to such Founding Member (including any additional Capital Commitments made by such Member) until the

six-month

anniversary of the Initial Closing Date.

Payment of the Management Fee will be 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 will be 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 and nine months ended September 30, 2022 the Company incurred Management Fees of $393,069 and $750,033, respectively of which the Investment Manager waived $0 and $300,323, respectively. As of September 30, 2022 and December 31, 2021 the Management Fees payable amounted to $449,710 and $0, respectively.

Investment Activity

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

During the three months ended September 30, 2022 the Company purchased loan 6 from a related party at the respective fair value.

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.

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.

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For the three and nine months ended September 30, 2022 the Company incurred Incentive Fees of $91,327 and $91,327, respectively. As of September 30, 2022 and December 31, 2021, the Incentive Fees payable amounted to $91,327 and $0, respectively.

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. 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 will not be included as Company Expenses for purposes of calculating the expense cap.

For the three and nine months ended September 30, 2022 the Company incurred expenses in excess of the Expense Cap totaling $88,521 and $357,515, respectively. As of September 30, 2022 and December 31, 2021 the Company is owed reimbursements of $895,416 and $537,901, respectively, from the Investment Manager and is included in the balance sheets in the accompanying financial statements. It is expected the reimbursement amounts will be paid at the third anniversary of the initial closing or as soon as practical.

9.	Risks and Uncertainties

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.

10.	Commitments and Contingencies

Commitments

The Company may enter into commitments to fund investments. As of September 30, 2022 and December 31, 2021, 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 September 30, 2022:


Investment	Expiration Date		Unfunded Commitment
Loan 1		1/10/2024	$	868,108
Loan 2		7/10/2025		6,885,000
Loan 3		3/10/2025		1,750,000
Loan 4		5/10/2025		3,580,000
Loan 5		8/5/2024		5,737,524
Loan 6		7/5/2025		—

Total			$	18,820,632

The Company had the following unfunded commitments by investment as of December 31, 2021:


Investment	Expiration Date		Unfunded Commitment
Loan 1		1/10/2024	$	1,903,000
Loan 2		7/10/2025		6,885,000

Total			$	8,788,000

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.

11.	Subsequent Events

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

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 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, 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;

•

pandemics or other serious public health events, such as the global outbreak of a novel strain of the coronavirus, commonly known as “COVID-19”;

•

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 “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, 2021.

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, 2021. 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 (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), will 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 will 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 Company Act, by satisfying the conditions of Section 3(c)(5)(C) of the 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 will make 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 will have its own lock-up period (a “Lock-Up Period”). The Lock- Up Period for each Capital Commitment will be 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” will be equal to 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 will be 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 will last 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 (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.

Investors will be required to purchase Units each time we provide notice of a capital call, which be delivered at least 5 business days prior to which a capital call is due, in an aggregate amount not to exceed their respective Capital Commitments. All capital calls will generally be 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, 2021.

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 will remain 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 will be 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 will be 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, will be the “Valuation Date.” The NAV per Unit will be 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 will be 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 will be 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 will be 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 will use the methods described above, to the extent reasonably possible, to determine the NAV per Unit as of such issuance date.


	NAV Per Share
December 31, 2021	$	9.8228
March 31, 2022	$	9.8793
June 30, 2022	$	9.7059
September 30, 2022	$	9.7521

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 will seek 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 will invest 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 intend to 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 plan to 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 will 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, 2021.

We will reimburse the Investment Manager for Organizational Expenses. Pursuant to an Expense Limitation Agreement, 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. 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 will 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) will be 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 will reimburse such party for such expenses.

Portfolio Summary

As of September 30, 2022, the Company had made investments of $251,847,368 in six floating rate loans, along with $74,651,763 in two unconsolidated equity investments. The six floating rate loans had a weighted average interest rate of 7.01% and weighted average remaining term of 2.25 years.

Portfolio Investment Activity

During the three months ended September 30, 2022, the Company invested in two new loans with a combined outstanding principal balance of $88,447,476.

Portfolio Information

The table below sets forth select information about the assets in the Company’s portfolio as of September 30, 2022:


Investment	Balance		Loan Structure	Property Type	Geographic Location
Loan 1	$	40,779,892	First Lien	Multifamily	California
Loan 2	$	43,700,000	First Lien	Industrial	Mississippi
Loan 3	$	41,000,000	First Lien	Hospitality	California
Loan 4	$	37,920,000	First Lien	Multifamily	New York
Loan 5	$	50,197,476	First Lien	Office	Texas
Loan 6	$	38,250,000	First Lien	Hospitality	California

As of September 30, 2022, the Company held 7.13% and 6.99% 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 $14,641,906 and $52,798,604, respectively.

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.

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.

The COVID-19 pandemic has resulted in extreme volatility in a variety of global markets, including the real estate-related debt markets. U.S. financial markets, in particular, are experiencing limited liquidity and forced selling by certain market participants with insufficient liquidity available to meet current obligations, which puts further downward pressure on asset prices.

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 COVID-19 pandemic has significantly impacted the commercial real estate markets, causing reduced occupancy, requests from tenants for rent deferral or abatement, and delays in construction and development projects currently planned or underway. These negative conditions may persist into the future and impair the Company’s borrowers’ ability to pay principal and interest due to the Company under its loan agreements.

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 will be 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. Market volatility has been particularly heightened due to the COVID-19 global pandemic. COVID-19 has disrupted economic activities and could have a continued significant adverse effect on economic and market conditions including limited lending from financial institutions, depressed asset values, and limited market liquidity.

Results of Operations

The Company had no operating results for the quarter ended September 30, 2021. The following is a summary of the Company’s operating results for the quarter ended September 30, 2022:


	For the Three Months Ended September 30, 2022
Net interest income (loss)
Interest income net of amortization/accretion	$	4,255,415
Interest expense		(2,582,580	)


	For the Three Months Ended September 30, 2022
Net interest income		1,672,835
Provision for credit losses		(345,573	)

Net interest income after provision for credit losses		1,327,262

Operating expenses
Management fees		393,069
Incentive fees		91,327
Professional fees		276,735
Administration and custodian fees		47,858
Other expenses		8,489

Total operating expenses		817,478

Other income
Reimbursement – Investment Manager (see Note 8)		88,521
Income from equity method investments		1,641,596
Other income		9,968

Total other income		1,740,085

Net Income		2,249,869

Net income per unit (basic and diluted)
Net income per unit (basic and diluted)		0.20
Weighted average units outstanding		11,253,028

The Company had no operating results for the period from Formation (June 1, 2021) to September 30, 2021. The following is a summary of the Company’s operating results for the nine months ended September 30, 2022:


	For the Nine Months Ended September 30, 2022
Net interest income (loss)
Interest income net of amortization/accretion	$	7,522,316
Interest expense		(4,061,599	)

Net interest income		3,460,717
Provision for credit losses		(1,632,519	)

Net interest income after provision for credit losses		1,828,198

Operating expenses
Management fees		750,033
Incentive fees		91,327
Professional fees		711,146
Administration and custodian fees		108,840
Other expenses		13,490

Total operating expenses		1,674,836

Other income
Reimbursement – Investment Manager (see Note 8)		357,515
Waived Management Fees		300,323
Income from equity method investments		1,817,779
Other income		27,349

Total other income		2,502,966


	For the Nine Months Ended September 30, 2022
Net Income		2,656,328

Net income per unit (basic and diluted)
Net income per unit (basic and diluted)		0.37
Weighted average units outstanding		7,104,557

Net Interest Income

During the three months ended September 30, 2022, the Company’s net interest income was comprised of $1,327,262 as the interest income from the mortgage loan portfolio exceeded the interest expense from our Debt obligations and provision for credit losses.

During the nine months ended September 30, 2022, the Company’s net interest income was comprised of $1,828,198 as the interest income from the mortgage loan portfolio exceeded the interest expense from our Debt obligations and provision for credit losses.

Net Income

During the three months ended September 30, 2022, the net income was $2,249,869 p primarily driven by interest income and expense reimbursements, partially offset by the provision for credit losses and operating expenses.

During the nine months ended September 30, 2022, the net income was $2,656,328 primarily driven by interest income and waivers of fees and expense reimbursements, partially offset by the provision for credit losses and operating expenses.

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 its 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 will be investments in Portfolio Investments, cash distributions to Members and the payment of operating expenses.

Cash and cash equivalents as of September 30, 2022, taken together with the Company’s uncalled Capital Commitments of $377,772,550 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.

Credit Facility

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

As of September 30, 2022, the Company had $48,000,000 outstanding on the Credit Facility and the Company was in compliance with the terms of the Agreement. As of September 30, 2022, the remaining amount the Company could drawdown against the Credit Facility was $17,000,000. The Company intends to continue to utilize the Credit Facility on a revolving basis to fund investments and for other general corporate purposes.

Repurchase Agreement

On April 27, 2022, the Company, through AB CRE Member I LLC, a wholly owned entity formed to hold assets and be the borrower under the Company’s repurchase agreement, entered into a $150,000,000 master repurchase and securities contract agreement (the “Repurchase Agreement”), with an option to increase the maximum facility amount to $250,000,000, with Morgan Stanley Mortgage Capital Holdings LLC (“Morgan Stanley”), as administrative agent for Morgan Stanley Bank, N.A. During July 2022 the Company increased the Maximum Facility Amount to $200,000,000.

As of September 30, 2022, the Company had $159,005,233 outstanding on the repurchase contract, however, the Company can borrow an additional $40,994,767 as part of the Repurchase Agreement. As of September 30, 2022, the Company was in compliance with the terms of the Repurchase Agreement.

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

Member Distributions

For the nine months ended September 30, 2022, the Company paid or declared distributions of $3,474,426.

Cash Flows Provided by Operating Activities

For the nine months ended September 30, 2022, cash flows provided by operating activities were $3,327,759.

Cash Flows Used by Investing Activities

For the nine months ended September 30, 2022, cash flows used for investing activities were $232,855,643, primarily driven by expenditures to originate new loans and purchase equity method investments.

Cash Flows Provided by Financing Activities

For the period from formation (June 1, 2021) to September 30, 2021, cash flows provided by financing activities were $1,000, driven by the issuance of common units.

For the nine months ended September 30, 2022, cash flows provided by financing activities were $230,589,699, primarily driven by the issuance of common units, borrowings on the Credit Facilities, and borrowings on repurchase agreements.

Critical Accounting Policies and Use of Estimates

This discussion of our expected operating plans is based upon our financial statements, which will be prepared in accordance with U.S. GAAP. The preparation of these financial statements will 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. In addition to the discussion below, we will describe our critical accounting policies in the notes to our future 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 its historical loss experience 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.

A loan is also considered impaired if its terms are modified in a troubled debt restructuring (“TDR”). A TDR occurs when a concession is granted and the debtor is experiencing financial difficulties. Impairments on TDR loans are generally measured based on the present value of expected future cash flows discounted at the effective interest rate of the original loans. Generally, when granting concessions, the Company will seek to protect its position by requiring incremental pay downs, additional collateral or guarantees and, in some cases, lookback features or equity interests to offset concessions granted should conditions impacting the loan improve. The Company’s determination of credit losses is impacted by TDRs whereby loans that have gone through TDRs are considered impaired, assessed for specific reserves, and are not included in the Company’s assessment of the portfolio-based general reserve. Loans previously restructured under TDRs that subsequently default are reassessed to incorporate the Company’s current assumptions on expected cash flows and additional provision expense is recorded to the extent necessary.

The Company designates non-accrual loans at such time as, in the opinion of the Company, it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan. Income recognition will be suspended when a loan is designated non-accrual and resumed only when the suspended loan becomes contractually current and performance is demonstrated to have resumed. Any interest received for loans on non-accrual status will be applied as a reduction to the unpaid principal balance. A loan will be written off when it is no longer realizable and legally discharged.

In June 2016, the FASB issued ASU 2016-13 Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments (Topic 326) (“ASU 2016-13”) and in April 2019, the FASB issued ASU 2019-04 Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), collectively, the “CECL Standard.” These updates change how entities will measure potential credit losses for most financial assets and certain other instruments that are not measured at fair value. The CECL Standard replaces the “incurred loss” approach under existing guidance with an “expected loss” model for instruments measured at amortized cost. The net carrying value of an asset under the CECL Standard is intended to represent the amount expected to be collected on such asset and requires entities to deduct allowances for potential losses on held-to-maturity debt securities. The Company will continue to record asset-specific reserves consistent with our existing accounting policy.

Equity Method Investments

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 investments and is classified as cash inflows from investing activities.

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.

Other Contractual Obligations

We will enter 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 will be 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 we expect that most of our investments will bear interest at floating rates, we anticipate that an increase in interest rates would have a corresponding increase in our interest income that would likely 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. In addition, U.S. and global capital markets and credit markets have experienced a higher level of stress due to the global COVID-19 pandemic, which has resulted in an increase in the level of volatility across such markets.

Assuming that the statement of assets and liabilities as of September 30, 2022, 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 $251,847,368 and $207,005,233; respectively.


Change in Interest Rates	Increase (Decrease) in Interest Income			Increase (Decrease) in Interest Expense			Net Increase (Decrease) in Net Interest Income
Down 25 basis points	$	(629,618	)	$	(739,175	)	$	109,557
Up 100 basis points		2,518,474			1,848,390			670,084
Up 200 basis points		5,036,947			3,918,442			1,118,505
Up 300 basis points		7,555,421			5,988,495			1,566,926

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.

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, 2021, 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 nine months ended September 30, 2022, 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, 2021.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosure

Not applicable.

Item 5.

Other Information

None.


	As of September 30, 2022			As of December 31, 2021
	(unaudited)
Assets
Loan receivables held for investments, net, at amortized cost
Mortgage loans receivable	$	249,670,808		$	82,532,117
Allowance for credit losses		(2,004,565	)		(372,046	)
Equity method investments		67,440,510			—
Cash and cash equivalents		4,170,796			3,108,981
Accrued interest receivable		1,075,577			69,976
Prepaid expenses		—			178,549
Reimbursement receivable (see Note 8)		895,416			537,901
Deferred financing costs, net		715,984			154,486

Total assets	$	321,964,526		$	86,209,964

Liabilities and Members’ Capital
Liabilities
Debt obligations	$	207,005,233		$	64,400,000
Distribution payable		1,957,206			—
Professional fees payable		818,751			226,024
Management fees payable		449,710			—
Interest payable		564,244			36,171
Administration and custodian fee payable		54,568			30,209
Organization fee payable		278,504			278,504
Incentive fees payable		91,327			—
Other liabilities		134,250			409,638

Total liabilities	$	211,353,793		$	65,380,546

Commitments and contingencies (see Note 10)		—			—
Members’ capital
Common units (11,342,193 and 2,120,510 units issued and outstanding at September 30, 2022 and December 31, 2021, respectively)	$	111,804,515		$	21,205,102
Distributions in excess of earnings		(1,193,782	)		(375,684	)

Total members’ capital		110,610,733			20,829,418

Total liabilities and members’ capital	$	321,964,526		$	86,209,964


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.SCHS		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)*


AB Commercial Real Estate Private Debt Fund, LLC

By:		/s/ Peter Gordon
		Peter Gordon
		Senior Vice President and Director
		(Principal Executive Officer)


	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		16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		29

Item 4.	Controls and Procedures		30

PART II.	OTHER INFORMATION		30

Item 1.	Legal Proceedings		30

Item 1A.	Risk Factors		30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		30

Item 3.	Defaults Upon Senior Securities		30

Item 4.	Mine Safety Disclosures		30

Item 5.	Other Information		30

Item 6.	Exhibits		31

SIGNATURES


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,			For the Period from Formation (June 1, 2021) to September 30,
	2022			2021		2022			2021
Net interest income
Interest income net of amortization/accretion	$	4,255,415		$	—	$	7,522,316		$	—
Interest expense		(2,582,580	)		—		(4,061,599	)		—

Net interest incom e		1,672,835			—		3,460,717			—
Provision for credit losses		(345,573	)		—		(1,632,519	)		—

Net interest income after provision for credit losses		1,327,262			—		1,828,198			—

Operating Expenses:
Management fees		393,069			—		750,033			—
Incentive fees		91,327			—		91,327			—
Professional fees		276,735			—		711,146			—
Administration and custodian fees		47,858			—		108,840			—
Other expenses		8,489			—		13,490			—

Total operating expenses		817,478			—		1,674,836			—

Other Income:
Reimbursement - Investment Manager (see Note 8)		88,521			—		357,515			—
Waived management fees		—			—		300,323			—
Income from equity method investments		1,641,596			—		1,817,779			—
Other income		9,968			—		27,349			—

Total other income		1,740,085			—		2,502,966			—

Net Income	$	2,249,869		$	—	$	2,656,328		$	—

Net income per unit (basic and diluted)
Net income per unit (basic and diluted)		0.20			—		0.37			—
Weighted average units outstanding		11,253,028			—		7,104,557			—


	Common Units
	Units		Par Amount		Paid in Capital in Excess of Par		Distributions in Excess of Earnings			Total Members’ Capital


Members’ capital at June 1, 2021 (Formation)		—	$	—	$	—	$	—		$	—
Issuance of common units		10		—		1,000		—			1,000

Members’ capital at September 30, 2021		10	$	—	$	1,000	$	—		$	1,000

Issuance of common units		2,120,500		—		21,204,102		—			21,204,102
Net Loss		—		—		—		(375,684	)		(375,684	)

Members’ capital at December 31, 2021		2,120,510	$	—	$	21,205,102	$	(375,684	)	$	20,829,418

Issuance of common units		2,073,257		—		20,547,339		—			20,547,339
Net Income		—		—		—		54,523			54,523

Members’ capital at March 31, 2022		4,193,767	$	—	$	41,752,441	$	(321,161	)	$	41,431,280

Issuance of common units		2,350,421		—		23,250,937		—			23,250,937
Net Income		—		—		—		351,936			351,936

Members’ capital at June 30, 2022		6,544,188	$	—	$	65,003,378	$	30,775		$	65,034,153

Issuance of common units		4,798,004		—		46,801,137		—			46,801,137
Net Income		—		—		—		2,249,869			2,249,869
Distributions declared		—		—		—		(3,474,426	)		(3,474,426	)

Members’ capital at September 30, 2022		11,342,192	$	—	$	111,804,515	$	(1,193,782	)	$	110,610,733