UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934 

Release No. 98916 / November 13, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21602

In the Matter of

Prime Group Holdings, LLC,

Respondent.

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EXTENSION ORDER

The Division of Enforcement (“Division”) has requested an extension of time until 

September 30, 2024, to submit a Proposed Plan of Distribution under Rule 1101(a) of the 

Commission’s Rules on Fair Fund and Disgorgement Plans, 17 C.F.R. § 201.1101(a).

On September 5, 2023, the Commission issued an Order Instituting Cease-and-Desist 

Proceedings Pursuant to Sections 8A of the Securities Act of 1933, Making Findings, and 

Imposing a Cease-and-Desist Order (the “Order”)1against Prime Group Holdings, LLC (the 

“Respondent”). In the Order, the Commission found that Respondent, a private equity real estate 

firm focused on alternative real estate asset classes, made inadequate disclosures and materially 

misleading statements in offering of Prime Storage Fund II, LP (“Fund II”), relating to millions 

of dollars of earned real estate brokerage fees paid between 2017 and 2021 to an affiliated real 

estate brokerage firm (“Affiliate”), which is wholly owned by Respondent’s CEO. The 

Respondent managed and oversaw the operations of numerous self storage real estate properties, 

1

 Securities Act Rel. No. 11228 (Sept. 5, 2023).
some of which are fully owned by Fund II, with others managed on behalf of other investors 

including Respondent’s CEO. Respondent retained employees and independent contractors to 

source real estate acquisition transactions (“Deal Teams”). The brokerage fees paid to Affiliate 

in connection with property acquisition were used, in part to compensate the Deal Teams that 

sourced transactions on behalf of Fund II, as well as to pay for operational expenses of 

Respondent’s operations. Fund II’s offering materials, including its limited partnership 

agreement, private placement memorandum, and due diligence questionnaires, included 

statements regarding certain contemplated fees to be paid by Fund II for services, including 

brokerage fees. These offering materials, however, did not adequately disclose that certain 

brokerage fees would be paid to an affiliate or that such payment could create a conflict of 

interest, or that fees received by Affiliate paid for, in part, operation expenses of Respondent. 

These failures to disclose material information rendered statements made by Respondent to 

investors in Fund II misleading. 

The Commission ordered the Respondent to pay $11,510,625.00 in disgorgement, 

$2,561,197.00 in prejudgment interest, and a $6,500,000.00 civil money penalty, for a total of 

$20,571,822.00, to the Commission. The Commission also created a Fair Fund, pursuant to 

Section 308(a) of the Sarbanes-Oxley Act of 2002, so the penalty paid, along with the 

disgorgement and interest paid, can be distributed to harmed investors (the “Fair Fund”).

The Fair Fund consists of the $20,571,822.00 paid by the Respondent. The Fair Fund has 

been deposited in a Commission-designated account at the U.S. Department of the Treasury, and 

any accrued interest will be added to the Fair Fund.

In its request for an extension of time, the Division states that additional time is needed to 

locate and verify contact information for investors, complete the fund administrator solicitation 
and appointment process, develop the distribution methodology, and prepare the proposed plan 

of distribution.

Accordingly, for good cause shown, IT IS HEREBY ORDERED that the Division’s 

request for an extension of time until September 30, 2024, to submit a Proposed Plan of 

Distribution is granted.

For the Commission, by the Division of Enforcement, pursuant to delegated authority.2

Vanessa A. Countryman

Secretary 

2

 17 C.F.R. § 200.30-4(a)(21)(i).