Crestline Seeks Shareholder Nod for Advisory Pact Amid Rithm Acquisition

TL;DR

**Vote FOR the New Advisory Agreement; it's a technicality due to Rithm's acquisition, but nothing material changes for Crestline Lending Solutions.**

AI Summary

Crestline Lending Solutions, LLC is seeking shareholder approval for a new investment advisory agreement with Crestline Management, L.P. due to a change of control. Rithm Capital Corporation and its affiliates are acquiring Crestline Management, L.P. and certain related entities, a transaction expected to close in Q4 2025, specifically around December 1, 2025. This acquisition triggers an automatic termination of the existing advisory agreement under Section 15 of the 1940 Act. The proposed New Advisory Agreement is identical to the Existing Advisory Agreement, maintaining the same advisory fees and management team (subject to ordinary course changes). The Company's investment objective and strategies will also remain unchanged. The Board unanimously recommends voting FOR the proposal, emphasizing that the terms and management of the adviser will not change. As of the Record Date, November 3, 2025, there were 17,146,374.16 shares outstanding, with significant holders including Partners Capital Phoenix Fund II Ltd - Diversified Income Fund at 28.00% and Mellifera L.P. at 14.13%.

Why It Matters

This DEF 14A filing is crucial for Crestline Lending Solutions investors as it addresses the continuity of investment advisory services following Rithm Capital Corporation's acquisition of Crestline Management, L.P. While the transaction itself is a change of control, the filing assures that the New Advisory Agreement maintains identical terms, fees, and management, minimizing disruption for shareholders. For employees of Crestline Management, the continuity of the management team suggests stability, though the ultimate impact of Rithm's ownership on long-term strategy and culture remains to be seen. In the competitive landscape, this acquisition could enhance Crestline Management's resources and market reach through Rithm's backing, potentially benefiting customers through improved offerings or stability.

Risk Assessment

Risk Level: low — The risk level is low because the New Advisory Agreement is explicitly stated to be 'identical to the Existing Advisory Agreement, including with respect to advisory fees.' Furthermore, the filing confirms that 'neither the management of the Adviser (subject to ordinary course of hiring and attrition) nor the terms of the New Advisory Agreement compared to the Existing Advisory Agreement will change following the Transaction.' This continuity mitigates operational and financial risks for Crestline Lending Solutions, LLC shareholders.

Analyst Insight

Investors should vote FOR the approval of the New Advisory Agreement as recommended by the Board. This is a procedural vote required by the 1940 Act due to a change in ownership of the investment adviser, but the terms, fees, and management team are explicitly stated to remain unchanged, ensuring continuity for Crestline Lending Solutions, LLC.

Key Numbers

• 17,146,374.16 — Shares Outstanding (As of the Record Date, November 3, 2025)
• 28.00% — Ownership by Partners Capital Phoenix Fund II Ltd - Diversified Income Fund (Largest beneficial owner of Crestline Lending Solutions, LLC)
• 14.13% — Ownership by Mellifera L.P. (Significant beneficial owner of Crestline Lending Solutions, LLC)
• 11.31% — Ownership by Syracuse University (Significant beneficial owner of Crestline Lending Solutions, LLC)
• November 21, 2025 — Date of Special Meeting of Shareholders (When shareholders will vote on the New Advisory Agreement)
• November 3, 2025 — Record Date (Date for determining shareholders entitled to vote)
• October 22, 2025 — Date Board Approved New Advisory Agreement (Board's unanimous recommendation for the New Advisory Agreement)
• December 1, 2025 — Anticipated Closing Date of Transaction (When the New Advisory Agreement is expected to take effect)
• 150 days — Maximum Term of Interim Advisory Agreement (If New Advisory Agreement is not approved before transaction closes)

Key Players & Entities

• Crestline Lending Solutions, LLC (company) — Registrant and Company seeking shareholder approval
• Crestline Management, L.P. (company) — Investment Adviser being acquired by Rithm Capital Corporation
• Rithm Capital Corporation (company) — Acquirer of Crestline Management, L.P.
• Chris Semple (person) — Chief Executive Officer and Chair of the Board of Directors for Crestline Lending Solutions, LLC
• John Cochran (person) — Named proxy for the Special Meeting
• Jesus Payan (person) — Named proxy for the Special Meeting
• Mellifera L.P. (company) — Beneficial owner of 14.13% of outstanding shares
• Partners Capital Phoenix Fund II Ltd - Diversified Income Fund (company) — Beneficial owner of 28.00% of outstanding shares
• Syracuse University (company) — Beneficial owner of 11.31% of outstanding shares
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

The investment management industry is highly regulated, with changes in control often triggering specific compliance requirements, such as shareholder votes on advisory agreements under the 1940 Act. This ensures continuity and investor protection. The market for lending solutions is competitive, with firms like Crestline seeking to maintain stable management and investment strategies to retain assets under management and attract new capital.

Regulatory Implications

The proposed transaction triggers Section 15 of the 1940 Act, requiring shareholder approval for the new investment advisory agreement due to the change of control. Failure to obtain this approval could lead to the termination of advisory services or the need for an interim agreement, potentially impacting operations.

What Investors Should Do

1. Review the proposed New Advisory Agreement
2. Vote FOR the New Advisory Agreement
3. Note the significant ownership stakes

Key Dates

• 2025-11-21: Special Meeting of Shareholders — Shareholders will vote on the proposed New Advisory Agreement.
• 2025-11-03: Record Date — Determined the shareholders entitled to vote at the Special Meeting.
• 2025-10-22: Board Approved New Advisory Agreement — The Board unanimously recommended FOR the New Advisory Agreement.
• 2025-12-01: Anticipated Closing Date of Rithm Capital Acquisition — This date triggers the termination of the existing advisory agreement and the expected effective date of the New Advisory Agreement.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies soliciting shareholder votes. (This document contains the information shareholders need to make an informed decision on the proposed New Advisory Agreement.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization and oversight of mutual funds and other investment companies. (Section 15 of the 1940 Act mandates that investment advisory contracts must be approved by shareholders and automatically terminate upon a change of control.)

Change of Control

A transaction or event that results in a significant shift in the ownership or management of a company. (The acquisition of Crestline Management, L.P. by Rithm Capital Corporation constitutes a change of control, necessitating the shareholder vote on the new advisory agreement.)

New Advisory Agreement

The proposed investment advisory agreement between Crestline Lending Solutions, LLC and Crestline Management, L.P. following the change of control. (Shareholders are being asked to approve this agreement to ensure continuity of advisory services.)

Existing Advisory Agreement

The current investment advisory agreement between Crestline Lending Solutions, LLC and Crestline Management, L.P. (This agreement will automatically terminate due to the change of control, making the New Advisory Agreement necessary.)

Beneficial Ownership

The actual right to control and benefit from a security, even if it is registered in another person's name. (The filing details who the significant beneficial owners are as of the record date, including Partners Capital Phoenix Fund II Ltd and Mellifera L.P.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or receive other distributions. (Establishes the list of shareholders entitled to vote on the New Advisory Agreement at the Special Meeting.)

Year-Over-Year Comparison

This filing is a specific proxy statement (DEF 14A) focused on a change of control event and the subsequent need for shareholder approval of a new investment advisory agreement. It does not provide comparative financial performance metrics or a broad overview of operations as would be found in an annual report (10-K). Therefore, a direct comparison of revenue, margins, or debt ratios to a previous filing is not applicable in this context.

Key Financial Figures

• $1 — ______ (1) The dollar ranges are None, $1 – $10,000, $10,001 – $50,000, $50,001 –
• $10,000 — _ (1) The dollar ranges are None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000,
• $10,001 — e dollar ranges are None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001
• $50,000 — anges are None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,00
• $50,001 — None, $1 – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000, $500,0
• $100,000 — – $10,000, $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000, $500,001 – $1,000
• $100,001 — $10,001 – $50,000, $50,001 – $100,000, $100,001 – $500,000, $500,001 – $1,000,000 or ov
• $500,000 — $50,000, $50,001 – $100,000, $100,001 – $500,000, $500,001 – $1,000,000 or over $1,000,0
• $500,001 — 50,001 – $100,000, $100,001 – $500,000, $500,001 – $1,000,000 or over $1,000,000. (2) T
• $1,000,000 — 00,000, $100,001 – $500,000, $500,001 – $1,000,000 or over $1,000,000. (2) The dollar ran
• $19.9 billion — and its affiliates manage approximately $19.9 billion across multiple funds and accounts, inc
• $17.9 billion — iple funds and accounts, including over $17.9 billion in alternative credit strategies. As of
• $36.0 billion — June 30, 2025, Rithm had approximately $36.0 billion in assets under management. Headquarter

Filing Documents

• projectjetty-def14axdefinia.htm (DEF 14A) — 245KB
• projectjetty-def14axfina001.jpg (GRAPHIC) — 98KB
• projectjetty-def14axfina002.jpg (GRAPHIC) — 107KB
• 0001628280-25-050626.txt ( ) — 529KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth, as of the Record Date, the beneficial ownership of each current director, the Company's executive officers, each person known to us to beneficially own 5% or more of the outstanding shares of the Company, and our executive officers and directors as a group. Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire such powers within 60 days. The percentage ownership is based on 17,146,374.16 shares outstanding as of the Record Date. Ownership information for those persons who beneficially own 5% or more of our shares is based upon reports filed by such persons with the SEC and other information obtained from such persons, if available. To our knowledge, unless indicated otherwise, the Company believes that each beneficial owner set forth in the table below has sole voting and investment power. The Company's directors are divided into two groups — interested directors and independent directors. Independent directors are those who are not "interested persons" (as defined in Section 2(a)(19) of the 1940 Act) of the Company (the "Independent Directors"). The address of all executive officers and directors is co Crestline Lending Solutions, LLC, 201 Main Street, Suite 2100, Fort Worth, Texas 76102. Name and Address of Beneficial Owner Type of Security Type of Ownership Number of Shares Beneficially Owned Percent Ownership Interested Directors Chris Semple (1) Units of LLC Interests NA — —% Independent Directors Bowen Diehl (1) Units of LLC Interests NA — —% Shawn Hessing Units of LLC Interests NA — —% Eric Smith (1) Units of LLC Interests NA — —% Executive Officers Jonathan Cochran (1) Unit

View Full Filing

View this DEF 14A filing on SEC EDGAR