UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2023~~2024

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

For the transition period from _________ to _________

Commission File Number: 000-56285

GPB Automotive Portfolio, LP

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

35-2484347
(I.R.S. Employer
Identification No.)

c/o Highline Management, Inc.

55 Old Field Point Road, Suite 1 East
Greenwich, CT 06830
(Address of principal executive offices)

Registrant’s telephone number, including area code (~~877~~855) ~~489~~635-~~8484~~3027

Securities registered pursuant to Section 12(b) of the Act: None

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

Class A and A-1 Limited Partnership Units

(Title of class)

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 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, 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.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☑ Smaller reporting company ☐☑ Emerging growth company ☐

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. ☐Yes ☑ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐Yes ☑ No

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive oﬃcers during the relevant recovery period pursuant to §240.10D-1(b). ☐Yes ☑ No

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

There is no established public market for the registrant’s shares of Limited Partnership Units.

As of December 31, ~~2023~~2024, there were 7,890 Class A Limited Partnership Units and 3,538 Class A-1 Limited Partnership Units outstanding.

~~Documents~~DOCUMENTS ~~Incorporated~~INCORPORATED ByBY ~~Reference~~REFERENCE: None.

Exhibit Index is located on page 54 of this filing.

Table of Contents

GPB AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES

Table of Contents


Item Number	Item	Page
	Part I	23
Item 1.	Business	3
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	1514
Item 1C.	Cybersecurity	1614
Item 2.	Properties	1615
Item 3.	Legal Proceedings	1615
Item 4.	Mine Safety Disclosures	2515

	Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2616
Item 6.	Reserved	2816
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2817
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3321
Item 8.	Financial Statements and Supplementary Data	3321
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure	3321
Item 9A.	Controls and Procedures	3321
Item 9B.	Other Information	3422
Item 9C.	Disclosure Regarding Foreign Jurisdiction that Prevent Inspections	3422

	Part III
Item 10.	Directors, Executive Officers and Corporate Governance	3523
Item 11.	Executive Compensation	4328
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	4832
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4932
Item 14.	Principal Accounting Fees and Services	5336

	Part IV
Item 15.	Exhibits, Financial ~~Statements~~Statement ~~and Exhibits~~Schedules	5437
Item 16.	Form 10-K Summary	~~None~~37
	Signature Page	5638

Table of Contents

PART I

Cautionary Note Regarding Forward-Looking Statements

This Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024 (“Form 10-K” or “Annual Report”) contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “could,” “would,” “may,” “potentially” “will be,” “will continue,” “will likely result,” ~~and~~or ~~similar~~other words or expressions that convey future events, conditions, circumstances, or outcomes to identify these forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Forward-looking statements are subject to a variety of risks, uncertainties and assumptions as described in more detail under Part I, Item 1A of this Annual Report. Forward-looking statements in this Annual Report include, without limitation to, statements about: any plans and expected approval of distributions of available assets to investors and creditors; implementation of the Receivership Order (as such term is defined below); the continued services of the Receiver (as such term is defined below); our future financial performance; the continuation of historical trends; and the sufficiency of our resources in meeting our cash obligations. Forward-looking statements are based on our beliefs, assumptions, and expectations of our future performance, taking into account information currently available to us, and are not guarantees of future results. Forward-looking statements should be considered in light of these factors and the factors described elsewhere in this Annual Report, including in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. You should read these factors and the other cautionary statements made in this Annual Report as being applicable to all related forward-looking statements wherever they appear in this Annual Report. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, our actual results may vary materially from those anticipated, estimated, projected or expected. You should not put undue reliance on any forward-looking statements. The forward-looking statements in this Annual Report speak only as of the date hereof. Except as required by federal and state securities laws, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or any other reason.

Table of Contents

PART I

Item 1. Business

Overview

GPB Automotive Portfolio, LP (the “Partnership”, “we”, “us”, “our” or the “Registrant”) is a holding company which was organized as a Delaware limited partnership on May 27, 2013, and commenced operations on that date. As further described below, the Partnership has sold substantially all of its assets and is now in receivership.

GPB Capital Holdings, LLC (“General Partner”, “~~Capital~~GPB ~~Holdings~~Capital”, “~~GPB~~ Capital Holdings”, or “GPB”), a Delaware limited liability company and registered investment adviser, is the Partnership’s General Partner pursuant to the terms of the Fifth Amended and Restated Agreement of Limited Partnership, dated April 27, 2018 (as the same may be amended from time to time, the “LPA”). Pursuant to the LPA, GPB conducts and manages our business. ~~Robert~~As ~~Chmiel, GPB’s Chief Executive Officer and Chief Financial Officer, currently serves as the sole manager of GPB under the terms of GPB’s limited liability company agreement. However, as~~ further described below under “SEC Action, Monitorship, Receivership and Related Matters ~~- Highline Management~~”, ~~Inc.,”~~ GPB has entered into a management services agreement with GPB’s wholly owned subsidiary, Highline Management, Inc. (“Highline”),. ~~pursuant~~GPB toconducted ~~which~~and managed our business, through Highline, which provides certain management services to ~~GPB to~~ assist GPB in fulfilling ~~GPB’s~~its duties as the Partnership’s General Partner. However, now that the Partnership is in receivership, GPB and Highline continue to act out their duties under supervision and direction of the Receiver, as defined below.

Until the sale of substantially all of the Partnership’s assets described below under “Sale of Substantially All of the Partnership’s Assets,” we owned and operated multiple retail automotive dealerships, including in most cases, ~~their~~the related real estate, and sought to further develop ~~their~~those operations to increase cash flow and income from operations on behalf of the Limited Partners, as defined below.

Receivership

The Partnership is currently in receivership. As further described below under “SEC Action, Monitorship, Receivership and Related Matters”, on December 8, 2023, the U.S. District Court for the Eastern District of New York (the “EDNY Court”) entered an order (the “Trial Court Receivership Order”), appointing Joseph T. Gardemal III as receiver (the “Receiver”) of the General Partner, the GPB-managed partnerships, including the Partnership, and certain GPB affiliated entities, including Highline (collectively, the “Receivership Entities”). Following an appeal of the Trial Court Receivership Order, on December 3, 2024, the U.S. Court of Appeals for the Second Circuit (the “Second Circuit”) affirmed the Trial Court Receivership Order (the “Receivership Order”), and the receivership (the “Receivership”) took effect.

Pursuant to the Receivership Order, the EDNY Court has taken exclusive jurisdiction and possession of all assets of the Receivership Entities, and the EDNY Court has appointed Mr. Gardemal to serve as the Receiver for the Receivership Entities.

Under the Receivership Order, the Receiver assumed all powers, authorities, rights, and privileges previously possessed by the Receivership Entities and their officers, directors, managers, managing members, and general and limited partners. Since the issuance of the Receivership Order, through the date of this Annual Report, the Partnership has been operating under the direction of the Receiver. In accordance with the Receivership Order, on January 17, 2025, the Receiver filed with the EDNY Court a proposed plan to distribute available Receivership assets to investors and creditors of the Receivership Entities, including the Partnership. The proposed plan of distribution is currently pending before the EDNY Court.

Robert Chmiel and Evan Cutler currently serve as Highline’s Chief Executive Officer and Chief Financial Officer, respectively, under the supervision and direction of the Receiver. As Highline’s executive officers their duties include managing the Partnership.

Sale of Substantially All of the Partnership’s Assets

On September 12, 2021, the Partnership and certain of its direct and indirect subsidiaries entered into a Purchase Agreement (the “Purchase Agreement”) with Group 1 Automotive, Inc., a Delaware corporation (“Group 1”). Pursuant to the Purchase Agreement, the Partnership agreed to sell substantially all of the assets of the Partnership, including, but not limited to the Partnership’s real property (including entities owning real property), vehicles, parts and accessories, goodwill, permits, intellectual property and substantially all contracts, that relate to their automotive dealership and collision center businesses, subject to obtaining the relevant manufacturer ~~approvals, and excluding certain assets such as cash and certain receivables (the “Group 1 Sale”). The Purchase Agreement was approved by GPB (via Highline) and the Monitor (as defined below).~~

In November 2021, the Partnership obtained the necessary manufacturer approvals and completed the sale of substantially all of its assets, including real estate, three collision centers, and 27 of its 29 dealerships to Group 1. In December 2021, the Partnership obtained the necessary manufacturer approval and completed the sale of its 28th dealership and the related real estate to a third-party. The aggregate consideration for all of the 28 dealership purchases and real-estate was $824.9 million after taking into account the payoff of floorplan financing and mortgage debt outstanding at the time of the Group 1 Sale. The aggregate consideration was subject to customary post-close adjustments as defined in the Purchase Agreement. See “Footnote 5. Dispositions” in our Consolidated Financial Statements included in “Item 15. Financial Statements and Exhibits.” for more information.

The foregoing description of the Purchase Agreement is a summary only and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which is filed as Exhibit 2.1 in “Item 15. Financial Statements and Exhibits.”

The aggregate consideration of $824.9 million for the sale of 28 dealerships and real-estate includes $763.6 million received directly by GPB Prime (as defined below) and was therefore, restricted from distribution to the Partnership or any of its affiliates pursuant to the terms of the M&T Credit Agreement. On December 28, 2021, the Partnership and GPB Prime Holdings, LLC (“GPB Prime”), an entity in which the Partnership holds a 66.5% interest, reached an agreement in principle with M&T Bank Corporation (“M&T Bank”) to allow for a $570.0 million distribution to the Partnership and GPB Holdings II, LP, of which $188.8 million was distributed to GPB Holdings II, LP, an affiliated entity to the Partnership which holds a 33.5% non-controlling interest in GPB Prime.

In January 2022, the Partnership and GPB Prime entered into a Twelfth Amendment (the “Amendment”) to the M&T Credit Agreement. The Amendment, among other things, reaffirmed the agreement in principle which (i) allows for distribution to the Partnership and GPB Holdings II, LP of $570.0 million, representing a portion of the proceeds received from the Group 1 Sale; (ii) changes the definition of floor plan borrowers to mean Prime Subaru Manchester; (iii) decreases the credit limit that may be borrowed for vehicle floorplan financing from $360.0 million to up to $8.8 million; and (iv) replaces the benchmark interest rates for borrowings from the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR) subject to certain adjustments in the Amendment.

Table of Contents

~~The~~approvals, ~~M&T Credit Agreement was amended primarily to reflect that we own only one new vehicle dealership~~ and noexcluding ~~longer~~certain ~~require~~assets ~~the~~such ~~same amount of debt financing~~ as ~~was~~cash ~~previously~~and incertain ~~place.~~receivables ~~Proceeds from~~ (the “Group 1 Sale”). ~~were~~The ~~used~~Purchase inAgreement ~~part~~was toapproved ~~repay~~by ~~all~~GPB ~~other~~(via ~~amounts~~Highline) ~~outstanding~~and ~~under~~ the ~~M&T~~Monitor ~~Credit~~(as ~~Agreement~~defined below).

OnIn ~~October~~November 162021, ~~2023,~~ the Partnership ~~transferred~~obtained the ~~legal~~necessary ~~ownership~~manufacturer ofapprovals and completed the ~~sole~~sale ~~remaining~~of ~~dealership,~~substantially ~~Prime~~all ~~Subaru~~of ~~Manchester~~its assets, toincluding ~~Group~~real 1estate, ~~following~~three ~~the~~collision ~~parties’~~centers, ~~settlement~~and 27 of ~~litigation~~its ~~(see~~29 ~~“Item~~dealerships 3to Group 1. ~~Legal~~In ~~Proceedings”~~December ~~for~~2021, ~~more~~the ~~information~~Partnership onobtained the ~~Prime~~necessary ~~Subaru~~manufacturer ~~Manchester~~approval ~~matter).~~and ~~Consideration~~completed the sale of ~~$33.4~~its ~~million~~28th ~~purchase~~dealership ~~price~~and ~~was~~the ~~placed~~related ~~into~~real anestate ~~escrow~~to ~~account,~~a ~~which~~third-party. ~~was~~The ~~released~~aggregate toconsideration ~~GPB~~for ~~Prime~~all inof ~~April~~the ~~2022~~28 dealership purchases and real-estate was $824.9 ~~The~~million ~~net~~after ~~consideration~~taking ~~received~~into ~~for~~account the ~~ownership~~payoff ~~transfer~~ of ~~Prime~~floorplan ~~Subaru~~financing ~~Manchester,~~and ~~including~~mortgage debt outstanding at the ~~initial~~time ~~closing~~of ~~consideration,~~the ~~was~~Group ~~$34.5~~1 ~~million~~Sale. The aggregate consideration was subject to customary post-close adjustments as defined in the Purchase Agreement. See “Note 4. Dispositions” in our Consolidated Financial Statements included in “Item 15. Exhibits, Financial Statement Schedules.” for more information.

~~Plan~~The aggregate consideration of ~~Liquidation~~$824.9 million for the sale of 28 dealerships and real-estate includes $763.6 million received directly by GPB Prime (as defined below) and was therefore, restricted from distribution to the Partnership or any of its affiliates pursuant to the terms of the M&T Credit Agreement. On December 28, 2021, the Partnership and GPB Prime Holdings, LLC (“GPB Prime”), an entity in which the Partnership holds a 66.5% interest, reached an agreement in principle with M&T Bank Corporation (“M&T Bank”) to allow for a $570.0 million distribution to the Partnership and GPB Holdings II, LP, of which $188.8 million was distributed to GPB Holdings II, LP, an affiliated entity to the Partnership which holds a 33.5% non-controlling interest in GPB Prime.

~~Concurrent~~In ~~with~~January ~~reaching~~2022, anthe ~~agreement~~Partnership inand ~~principle~~GPB ~~with~~Prime entered into a Twelfth Amendment (the “Amendment”) to the M&T ~~Bank~~Credit onAgreement. ~~December~~The 28Amendment, ~~2021~~among other things, toreaffirmed ~~allow~~the agreement in principle which (i) allowed for ~~distributions~~distribution to the Partnership and GPB Holdings II, LP, ~~Highline~~of ~~management~~$570.0 million, onrepresenting ~~behalf~~a portion of ~~GPB,~~the ~~caused~~proceeds usreceived tofrom ~~commence~~the aGroup ~~plan~~1 toSale; ~~liquidate~~(ii) changed the ~~Partnership’s~~definition ~~remaining~~of ~~net~~floor ~~assets~~plan ~~and~~borrowers ~~wind~~to upmean ~~the~~Prime ~~Partnership~~Subaru Manchester; (~~“Plan~~iii) ofdecreased ~~Liquidation”).~~the ~~Highline~~credit ~~management~~limit ~~reached~~that ~~its~~may ~~decision~~be toborrowed ~~commence~~for ~~the~~vehicle ~~Plan~~floorplan offinancing ~~Liquidation~~from ~~because~~$360.0 ~~of,~~million ~~among~~to ~~other~~up ~~things,~~to $8.8 million; and (iv) replaced the ~~advanced~~benchmark ~~stage~~interest ofrates for borrowings from the ~~Group~~London 1Interbank ~~Sale,~~Offered Rate (LIBOR) to the ~~agreement~~Secured inOvernight ~~principle~~Financing ~~with~~Rate ~~M&T~~(SOFR) ~~Bank~~subject to ~~allow~~certain ~~for~~adjustments ain ~~$570~~the Amendment.0 ~~million~~The ~~distribution,~~M&T ~~and~~Credit ~~the~~Agreement ~~fact~~was ~~that~~amended noprimarily ~~further~~to ~~plans~~reflect tothat ~~deploy~~we ~~capital~~owned inonly ~~any~~one ~~other~~new ~~investments~~vehicle ~~are~~dealership ~~contemplated.~~and Inno ~~accordance~~longer ~~with~~required ~~United~~the ~~States~~same ~~generally~~amount ~~accepted~~of ~~accounting~~debt ~~principles~~financing ~~(“U.S.~~as ~~GAAP”),~~was ~~liquidation~~previously ofin ~~the~~place. ~~Partnership~~Proceeds ~~was~~from ~~thereby~~the ~~determined~~Group to1 beSale ~~imminent,~~were ~~resulting~~used in ~~the~~part ~~need~~ to ~~adopt~~repay ~~the~~all ~~liquidation~~other ~~basis~~amounts ofoutstanding ~~accounting~~under asthe ofM&T ~~December~~Credit ~~28, 2021~~Agreement.

~~The~~On ~~Highline~~October ~~Board~~16, of2023, ~~Directors (~~the ~~“Board”)~~Partnership ~~formally~~transferred ~~approved~~ the ~~commencement~~legal ofownership ~~the Plan~~ of ~~Liquidation at~~ the ~~Board~~sole ~~meeting~~remaining ~~held~~dealership, onPrime ~~February~~Subaru 3Manchester, ~~2022. The Board concluded that it was appropriate~~ to ~~adopt~~Group ~~liquidation accounting in accordance with U.S. GAAP for financial reporting purposes~~1, ~~using~~following athe ~~“convenience~~parties’ ~~date”~~settlement of ~~December 31, 2021~~litigation.

~~The~~Plan ~~Partnership cannot predict the timing or amount~~ of any distributions to its limited partners (the “Limited Partners”), because uncertainties exist as to: (i) the ultimate amount of expenses associated with implementing its monetization strategy, liabilities, operating costs, and amounts to be set aside for claims; (ii) obligations and provisions during the liquidation and winding-up process; and (iii) the timing and outcome of the pending litigation, and the related timing to complete such transactions during the overall liquidation process. Upon transitioning to the liquidation basis of accounting on December 31, 2021, the Partnership initially estimated the liquidation process would be complete by December 31, 2024, an estimate that was, in part, driven by the anticipated commencement date for the Criminal Case (see “Item 3. Legal Proceedings”). In a status conference held on April 17, 2023, the judge in the Criminal Case scheduled the trial for June 3, 2024, which is later than initially estimated by the Partnership. As a result, the Partnership extended the expected liquidation completion date from December 31, 2024 to December 31, 2025, beginning with the quarter ended March 31, 2023 (see “Footnote 3. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation” ~~included in “Item 15. Financial Statements~~ and ~~Exhibits” for information on~~ the impact this change in estimate had on the Consolidated Financial Statements). No assurances can be provided that the expected liquidation completion date will be met and future changes to this expected date could have a material impact on the Consolidated Financial Statements. Receivership

~~SEC~~Prior ~~Action~~to the Receivership taking effect, ~~Monitorship~~concurrent with reaching an agreement in principle with M&T Bank on December 28, 2021, to allow for distributions to the Partnership and ~~Related~~GPB ~~Matters~~Holdings II, LP, Highline, on behalf of GPB, caused us to commence a plan to liquidate the Partnership’s remaining net assets and wind up the Partnership (“Plan of Liquidation”). Highline’s management reached its decision to commence the Plan of Liquidation because of, among other things, the advanced stage of the Group 1 Sale, the agreement in principle with M&T Bank to allow for a $570.0 million distribution, and the fact that no further plans to deploy capital in any other investments were contemplated. In accordance with United States generally accepted accounting principles (“U.S. GAAP”), liquidation of the Partnership was thereby determined to be imminent, resulting in the need to adopt the liquidation basis of accounting as of December 28, 2021.

~~Federal~~The ~~Matters~~then-Highline Board of Directors (the “Board”) formally approved the commencement of the Plan of Liquidation at the Board meeting held on February 3, 2022. The Board concluded that it was appropriate to adopt liquidation accounting in accordance with U.S. GAAP for financial reporting purposes, using a “convenience date” of December 31, 2021.

On ~~February~~December 43, ~~2021~~2024, the ~~Securities~~Receivership ~~and~~took ~~Exchange~~effect, ~~Commission~~and ~~(the~~since ~~“SEC”)~~that ~~filed~~date athrough ~~contested civil enforcement action (~~the ~~“SEC~~date ~~Action”)~~of ~~against~~this ~~GPB,~~Annual ~~Ascendant Capital~~Report, ~~LLC~~the ~~(“Ascendant”),~~Partnership ~~Ascendant~~has ~~Alternative~~been ~~Strategies,~~operating ~~LLC~~under ~~(“AAS”),~~the ~~David~~direction ~~Gentile,~~of ~~Jeffry~~the ~~Schneider~~Receiver. ~~and~~In ~~Jeffrey~~accordance ~~Lash~~with in the ~~United~~Receivership ~~States~~Order, ~~District~~on ~~Court~~January ~~for~~17, 2025, the ~~Eastern~~Receiver ~~District~~filed ofwith ~~New York (~~the “EDNY Court~~”).~~ Noa ~~GPB-managed~~proposed ~~partnership~~plan isto adistribute ~~named~~available ~~defendant.~~Receivership ~~The~~assets ~~SEC~~to ~~Action~~investors ~~alleges~~and ~~several~~creditors ~~violations~~ of the ~~federal~~Receivership ~~securities laws~~Entities, including ~~securities~~the ~~fraud~~Partnership. ~~The SEC is seeking disgorgement and civil monetary penalties, among other remedies.~~

~~Also,~~Prior onto ~~February~~an 4approval, ~~2021~~if any, ~~the~~by ~~U.S. Attorney’s Office for~~ the ~~Eastern~~EDNY ~~District~~Court of ~~New York (~~the ~~“USAO”)~~distribution ~~brought~~to athe ~~criminal~~Partnership’s ~~indictment~~investors ~~against~~and ~~Mr. Gentile~~creditors, ~~Mr.~~the ~~Schneider,~~Partnership ~~and~~cannot ~~Mr.~~predict ~~Lash (~~the ~~“Criminal~~timing ~~Case”).~~or ~~The~~amount ~~indictment~~of inany ~~the~~distributions ~~Criminal Case alleges conspiracy~~ to ~~commit~~its ~~securities~~limited ~~fraud,~~partners ~~conspiracy~~(the to“Limited ~~commit~~Partners”). ~~wire~~In ~~fraud~~addition, ~~and~~no ~~securities~~assurances ~~fraud~~can ~~against~~be ~~all~~provided ~~three~~that ~~individuals.~~any ~~Mr.~~expected ~~Gentile~~liquidation and ~~Mr.~~winding ~~Lash~~down ~~were~~will ~~also~~be ~~charged~~completed ~~with~~as ~~two~~set ~~counts~~forth ofin ~~wire~~the ~~fraud.~~proposed Weplan ~~understand~~filed ~~that~~by the ~~USAO~~Receiver ~~intends to seek criminal forfeiture. Mr. Gentile resigned from all management and board positions~~ with ~~GPB and Highline, the GPB-managed funds, including the Partnership, and subsidiaries~~

Table of Contents

of the ~~Partnership~~EDNY Court, ~~promptly~~and ~~following~~future ~~his~~changes ~~indictment.~~to Inany asuch ~~status~~expected ~~conference~~date ~~held~~could onhave ~~April~~a ~~17,~~material ~~2023,~~impact ~~the~~on ~~judge in~~ the ~~Criminal~~Consolidated ~~Case~~Financial ~~scheduled~~Statements and the ~~trial~~amount, ~~for~~if ~~June 3~~any, ~~2024.~~that Onis ~~June~~ultimately 6,distributed ~~2023,~~to ~~Mr.~~our ~~Lash~~Limited ~~pled~~Partners. ~~guilty~~As toof ~~one~~the ~~count~~date of ~~wire~~this ~~fraud~~filing, in the ~~Criminal~~Partnership ~~Case~~continues ~~pursuant~~ to abelieve ~~plea~~that ~~agreement.~~December ~~Mr.~~31, ~~Lash’s~~2025 ~~sentencing~~is ~~was~~the ~~originally~~best ~~scheduled~~estimate for ~~April~~the 4,expected ~~2024.~~liquidation ~~This~~completion ~~has been postponed to a future undetermined~~ date.

~~Appointment~~SEC ofAction, ~~Monitor~~Monitorship, Receivership and ~~Application~~Related ~~for Receivership~~Matters

OnFederal February 11, 2021, the EDNY Court in the SEC Action appointed Joseph T. Gardemal III as an independent monitor over GPB (the “Monitor”) until further order of the Court (the “Monitor Order”). The EDNY Court appointed the Monitor in response to a request from the SEC, which asserted that the Monitor was necessary to protect investors in light of the alleged misconduct of GPB Capital’s former CEO, David Gentile. In its February 4, 2021 complaint (“the Complaint”) in the SEC Action, the SEC alleged that Mr. Gentile, as the owner and then-CEO of GPB Capital, along with Jeffry Schneider, the owner of Ascendant, GPB’s placement agent, lied to investors about the source of money used to make 8% annualized distribution payments to investors. According to the SEC, Mr. Gentile and others allegedly told investors that the distribution payments were paid exclusively with monies generated by GPB portfolio companies, but as alleged, GPB actually used investor money to pay portions of the annualized 8% distributions. The Complaint further contains allegations that Mr. Gentile and others manipulated financial statements of certain limited partnership funds that GPB manages to perpetuate the deception by giving the false appearance that the funds’ income was closer to generating sufficient income to cover the distribution payments than it actually was. Moreover, the Complaint alleges that Mr. Gentile engaged in undisclosed self-dealing, including by omitting from investor communications certain conflicts of interest and fees and other compensation that he received, totaling approximately $8.0 million.Matters

InOn ~~support~~February of4, ~~the Monitor Order~~2021, the ~~SEC~~Securities ~~contended~~and ~~that~~Exchange Commission (the ~~Monitor~~“SEC”) ~~would~~filed ~~provide~~a ~~assurances~~contested tocivil ~~investors,~~enforcement ~~GPB’s~~action ~~counterparties, and~~ (the ~~public~~“SEC ~~that~~Action”) anagainst ~~unbiased~~GPB, ~~and~~Ascendant ~~qualified~~Capital, ~~person~~LLC ~~who~~(“Ascendant”), ~~was~~Ascendant ~~not~~Alternative ~~beholden~~Strategies, toLLC ~~Mr.~~(“AAS”), David Gentile, ~~was~~Jeffry ~~vetting~~Schneider ~~any significant transactions~~ and ~~decisions,~~Jeffrey ~~and~~Lash ~~looking~~in ~~out for~~ the ~~interests~~EDNY ~~of investors~~Court. ~~Accordingly,~~No ~~pursuant~~GPB-managed topartnership ~~the~~is ~~Monitor~~a ~~Order,~~named ~~GPB~~defendant ~~shall~~in ~~(i) grant~~ the ~~Monitor~~SEC ~~access~~Action. toThe ~~all~~SEC ~~non-privileged~~Action ~~books,~~alleged ~~records~~several ~~and~~violations ~~account~~of ~~statements for~~ the ~~GPB-managed~~federal ~~funds~~securities laws, including ~~the~~securities ~~Partnership,~~fraud. asThe ~~well~~SEC aswas ~~their~~seeking ~~portfolio~~disgorgement ~~companies;~~ and ~~(ii)~~civil ~~cooperate~~monetary ~~fully~~penalties, ~~with~~among ~~requests~~other ~~by the Monitor reasonably calculated to fulfill the Monitor’s duties~~remedies.

~~The~~Also, ~~Monitor~~on ~~Order~~February ~~provides~~4, ~~that~~2021, the ~~Monitor~~U.S. ~~will~~Attorney’s ~~remain~~Office infor ~~place~~the ~~until~~Eastern ~~terminated~~District byof ~~order~~New ofYork (the ~~EDNY~~“USAO”) ~~Court,~~brought ~~and~~a ~~grants~~criminal ~~the~~indictment ~~Monitor~~against ~~the~~Mr. ~~authority~~Gentile, toMr. ~~approve~~Schneider, orand ~~disapprove~~Mr. ~~proposed~~Lash ~~material~~(the ~~corporate~~“Criminal ~~transactions~~Case”). byThe ~~GPB,~~indictment in the ~~Partnership~~Criminal ~~and~~Case ~~its~~alleges ~~subsidiaries,~~conspiracy ~~extensions~~to ofcommit ~~credit~~securities byfraud, ~~them~~conspiracy ~~outside~~to ~~the~~commit ~~ordinary~~wire ~~course of business~~fraud, ~~decisions~~and tosecurities ~~make~~fraud ~~distributions~~against toall ~~the~~three ~~Limited~~individuals. ~~Partners~~Mr. ofGentile ~~the~~and ~~Partnership,~~Mr. orLash ~~any~~were ~~decision~~also tocharged ~~file~~with ~~any~~two ~~bankruptcy~~counts orof ~~receiver~~wire ~~petition~~fraud. ~~for~~Promptly ~~any~~following ofhis ~~them~~indictment, ~~among~~Mr. ~~other~~Gentile ~~actions.~~resigned ~~The~~from ~~Monitor~~all ismanagement ~~not~~and ~~required~~board topositions ~~approve~~with ~~the~~GPB ~~issuance~~and ofHighline, the ~~Form 10~~GPB-Kmanaged funds, ~~nor~~including ~~has~~the ~~management~~Partnership, ~~sought~~and orsubsidiaries ~~obtained~~of ~~approval from~~ the ~~Monitor~~Partnership.

On ~~April~~June 146, ~~2021~~2023, ~~the~~Mr. ~~EDNY~~Lash ~~Court~~pled ~~entered~~guilty ~~and~~to ~~amendment~~one tocount ~~the~~of ~~Monitor~~wire ~~Order~~fraud (in the ~~“Amended~~Criminal ~~Monitor~~Case ~~Order”),~~pursuant ~~which~~to ~~amendment~~a ~~provided~~plea ~~that~~agreement. On June 10, 2024, the trial in ~~addition~~the toCriminal Case commenced against Mr. Gentile and Mr. Schneider. The jury in the ~~SEC~~Criminal Case returned a guilty verdict on all counts against Mr. Gentile and ~~GPB~~Mr. Schneider on August 1, ~~certain~~2024. ~~State~~Mr. ~~regulators~~Gentile ~~will~~and ~~receive~~Mr. ~~access~~Schneider’s tosentencing ~~the~~is ~~periodic~~scheduled ~~reports~~for ~~filed~~April by4, ~~the~~2025. ~~Monitor~~Mr. ~~pursuant~~Lash’s tosentencing ~~the~~is ~~Amended~~scheduled ~~Monitor~~for ~~Order~~May 8, 2025.

OnAppointment ~~May 31, 2022, Mr. Gentile filed a motion in the SEC Action to modify the Amended Monitor Order pursuant to Rule 60(b)~~ of ~~the Federal Rules of Civil Procedure (“Rule 60(b) Motion”). In his Rule 60(b) Motion, Mr. Gentile sought a court order to, among other things, (i) narrow the scope of the~~ Monitor’s responsibilities; and (ii) direct the Monitor to ensure that GPB does not sell or otherwise dispose of assets or portfolio companies that the Partnership owns before the completion of a “strategic assessment” to be conducted by three managers Mr. Gentile purported to appoint to GPB on May 27, 2022. On that same day, May 31, 2022, the Monitor notified Mr. Gentile and GPB that Mr. Gentile’s purported appointment of three new managers to GPB without Monitor approval was in violation of the Amended Monitor Order. Mr. Gentile and GPB were, at that time, given ten (10) business days to cure the violation of the Amended Monitor Order. The cure period has expired without any steps having been taken to comply with the Monitor’s notification of violation of the Amended Monitor Order.

On ~~June~~February 1311, ~~2022~~2021, the ~~SEC~~EDNY ~~filed~~Court byin ~~order~~the toSEC ~~show~~Action ~~cause~~appointed inJoseph ~~the~~T. ~~SEC~~Gardemal ~~Action~~III as an ~~application~~independent ~~and~~monitor ~~order~~over toGPB (ithe “Monitor”) ~~convert~~until further order of the ~~existing~~EDNY ~~Monitorship~~Court ~~over~~(the ~~GPB~~“Monitor ~~and~~Order”). The EDNY Court appointed the ~~GPB-managed~~Monitor ~~funds~~in response to a ~~Receivership~~request from the SEC, ~~and~~which ~~appoint~~asserted that the Monitor was necessary to protect investors in light of the alleged misconduct of GPB Capital’s former Chief Executive Officer, ~~Joseph~~David TGentile. ~~Gardemal~~In ~~III~~its February 4, 2021 complaint (“the Complaint”) in the SEC Action, the SEC alleged that Mr. Gentile, as ~~Receiver;~~the owner and ~~(ii)~~then-Chief ~~impose~~Executive aOfficer ~~litigation~~of ~~injunction~~GPB onCapital, ~~cases~~along ~~filed~~with ~~against~~Jeffry Schneider, the owner of Ascendant, GPB’s placement agent, lied to investors about the source of money used to make 8% annualized distribution payments to investors. According to the SEC, Mr. Gentile and others allegedly told investors that the distribution payments were paid exclusively with monies generated by GPB~~-managed~~ ~~funds~~portfolio (companies, but as alleged, GPB actually used investor money to pay portions of the ~~“Receivership~~annualized ~~Application”)~~8% distributions. The ~~Receivership~~Complaint ~~Application~~further contains allegations that Mr. Gentile and ~~the~~others ~~Proposed~~manipulated ~~Order~~financial ~~Appointing~~statements ~~Receiver~~of ~~and~~certain ~~Imposing~~limited ~~Litigation~~partnership ~~Injunction~~funds (that GPB manages to perpetuate the ~~“Proposed~~deception ~~Order”)~~by ~~were~~giving ~~filed~~the ~~with~~false appearance that the ~~EDNY~~funds’ ~~Court~~income ~~with~~was closer to generating sufficient income to cover the ~~consent~~distribution payments than it actually was. Moreover, the Complaint alleges that Mr. Gentile engaged in undisclosed self-dealing, including by omitting from investor communications certain conflicts of ~~GPB’s~~interest ~~management~~and fees and other compensation that he received, totaling approximately $8.0 million.

In support of the Monitor Order, the SEC contended that the Monitor would provide assurances to investors, GPB’s counterparties, and the public that an unbiased and qualified person who was not beholden to Mr. Gentile was vetting any significant transactions and decisions, and looking out for the interests of investors. Accordingly, pursuant to the Monitor Order, GPB was required to (i) grant the Monitor access to all non-privileged books, records and account statements for the GPB-managed funds, including the Partnership, as well as their portfolio companies; and (ii) cooperate fully with requests by the Monitor reasonably calculated to fulfill the Monitor’s duties.

The Monitor Order provided that the Monitor would remain in place until terminated by order of the EDNY Court, and granted the Monitor the authority to approve or disapprove proposed material corporate transactions by GPB, the Partnership and its subsidiaries, extensions of credit by them outside the ordinary course of business, decisions to make distributions to the Limited Partners of the Partnership, or any decision to file any bankruptcy or receiver petition for any of them, among other actions.

Table of Contents

~~The~~On ~~Receivership~~April ~~Application seeks the appointment of Mr. Gardemal as Receiver in order to~~14, ~~in part~~2021, ~~streamline~~ the ~~process by which GPB and the GPB-managed funds liquidate remaining portfolio company assets and distribute money to Limited Partners, subject to the~~ EDNY Court’s ~~supervision.~~entered ~~The~~an ~~Proposed~~amendment ~~Order would grant~~ to ~~Mr. Gardemal, generally, all powers and authorities previously possessed by~~ the ~~entities~~Monitor ~~subject~~Order to (the ~~Proposed~~“Amended Monitor Order”), aswhich ~~well~~provided asthat, ~~the~~in ~~powers~~addition ~~possessed~~to by the ~~officers,~~SEC ~~directors, managers~~ and ~~others~~GPB, ~~previously~~certain inState ~~charge~~regulators ofwould ~~those~~receive ~~entities,~~access ~~and permits him~~ to, ~~among~~the ~~other~~periodic ~~things,~~reports ~~take~~filed ~~all~~by ~~such~~the ~~actions~~Monitor ~~necessary~~pursuant to ~~preserve~~the ~~receivership~~Amended ~~assets~~Monitor Order.

~~Additionally~~On May 31, ~~the~~2022, ~~Receivership~~Mr. ~~Application~~Gentile ~~includes~~filed a ~~proposed~~motion ~~stay~~in ofthe ~~all~~SEC ~~Federal~~Action ~~and~~to ~~State~~modify ~~actions~~the Amended Monitor Order. In his motion, asMr. ~~well~~Gentile assought ~~any~~a ~~arbitrations~~court order to, ~~presently~~among ~~pending~~other ~~against~~things, ~~GPB~~(i) narrow the scope of the Monitor’s responsibilities; and (ii) direct the Monitor to ensure that GPB~~-managed~~ ~~funds,~~does not sell or otherwise dispose of assets or portfolio companies that the Partnership owns before the completion of a “strategic assessment” to be ~~filed~~conducted inby three managers Mr. Gentile purported to have appointed to GPB on May 27, 2022. On that same day, May 31, 2022, the ~~future~~Monitor notified Mr. Gentile and ~~provides~~GPB ~~for~~that aMr. ~~centralized~~Gentile’s ~~claims~~purported ~~process~~appointment of three new managers to GPB without Monitor approval was in violation of the ~~EDNY~~Amended ~~Court~~Monitor ~~for~~Order. Mr. Gentile and GPB ~~Limited~~were, ~~Partners~~at that time, given ten (10) business days to ~~prevent~~cure ~~potentially~~the ~~disparate~~violation ~~actions~~of inthe ~~different~~Amended ~~courts~~Monitor ~~that~~Order. ~~could~~The ~~negatively~~cure ~~impact~~period ~~the~~expired ~~assets~~without ~~proposed~~any tosteps behaving ~~subject~~been taken to ~~the~~comply ~~EDNY~~with ~~Court~~the Monitor’s ~~jurisdiction~~notification ~~and~~of ~~control~~violation of the Amended Monitor Order.

On ~~July~~June 2813, ~~2023~~2022, anthe ~~Eastern~~SEC ~~District~~filed ofby ~~New~~order ~~York~~to ~~Magistrate~~show ~~Judge~~cause ~~issued~~in ~~a Report and Recommendation (“R&R”), recommending that~~ the ~~EDNY~~SEC ~~Court~~Action ~~grant~~an ~~the~~application ~~SEC’s~~and ~~Receivership~~order ~~Application~~to (i~~.e.,~~) convert the ~~monitorship~~existing toMonitorship aover ~~receivership),~~GPB ~~including~~and the ~~imposition~~GPB-managed offunds to a ~~litigation~~Receivership, ~~injunction.~~and ~~The~~appoint ~~Magistrate~~the ~~Judge~~Monitor, ~~further~~Joseph ~~recommended~~T. ~~that~~Gardemal ~~Mr.~~III, ~~Gentile’s~~as ~~Rule~~Receiver; 60and (bii) ~~Motion~~impose bea ~~denied~~litigation asinjunction ~~moot,~~on orcases ~~alternatively,~~filed ~~that~~against itGPB beand ~~denied~~the asGPB-managed ~~procedurally~~funds ~~improper.~~(the Mr“Receivership Application”). ~~Gentile’s~~The ~~and~~Receivership ~~Mr.~~Application ~~Schneider’s~~and ~~objections~~a toProposed ~~the~~Order ~~R&R,~~Appointing Receiver and ~~all~~Imposing ~~responses~~Litigation ~~thereto,~~Injunction (the “Proposed Order”) were filed with the EDNY Court aswith ofthe ~~September~~consent ~~29,~~of ~~2023~~GPB’s management.

On December 7, 2023, the EDNY Court issued ~~an Order, granting~~ the ~~SEC’s~~Trial ~~Receivership~~Court ~~Application and adopting the SEC’s Proposed Order (the “~~Receivership Order”). On December 12, 2023, Mr. Gentile and Mr. Schneider filed notice of appeal with the EDNY Court of the Trial Court Receivership Order, along with an Application for Order to Show Cause to the EDNY Court to stay the Trial Court Receivership Order pending resolution of Mr. Gentile’s and Mr. Schneider’s appeal to the ~~United States Court of Appeals for the~~ Second Circuit ~~(the “Second Circuit”)~~. On December 14, 2023, the EDNY Court denied the Order to Show Cause, but exercised its discretion to grant a temporary stay of the Trial Court Receivership Order to allow Mr. Gentile and ~~another~~Mr. ~~defendant~~Schneider to seek a stay pending appeal of the Trial Court Receivership Order from the Second Circuit. On December 21, 2023, Mr. Gentile and Mr. Schneider timely filed their motion for a stay pending appeal with the Second Circuit. The parties to the appeal have agreed to an expedited briefing schedule, which as of this filing is set to be completed on April 12, 2024. If the Receivership Order is affirmed on appeal, the receiver would assume the power to operate and manage the business but would have the power to authorize or delegate said power to others, including the current management team at GPB. Under the Receivership, we may be subject to, among other things, closer monitoring of our day-to-day activities and books and records than under the current Monitorship. We may also be prohibited from making certain investments or undertaking activities that we would have otherwise pursued, may be required to settle certain disputes (including disputes with creditors), or otherwise may be subject to reorganization or liquidation. This may also impact our estimates regarding costs expected to be incurred during the liquidation process.

Appointment of Receiver

On December 3, 2024, the Second Circuit affirmed the EDNY Court’s Trial Court Receivership Order and lifted the stay, and the Receivership took effect. Pursuant to the Receivership Order, the EDNY Court has taken exclusive jurisdiction and possession of all assets of the Receivership Entities, and the EDNY Court has appointed Mr. Gardemal to serve as the Receiver for the Receivership Entities.

Under the Receivership Order, the Receiver assumed all powers, authorities, rights, and privileges previously possessed by the Receivership Entities and their officers, directors, managers, managing members, and general and limited partners. Since the issuance of the Receivership Order, through the date of this Annual Report, the Partnership has been operating under the direction of the Receiver. The Receiver serves as the board of directors of the Partnership, as discussed in “Item 10. Directors, Executive Officers and Corporate Governance” below.

In accordance with the Receivership Order, on January 17, 2025, the Receiver filed with the EDNY Court a proposed plan to distribute available Receivership assets to investors and creditors of the Receivership Entities, including the Partnership. The proposed plan of distribution is currently pending before the EDNY Court.

State Matters

On May 27, 2020, the Massachusetts Securities Division of the Office of the Secretary of the Commonwealth (“Massachusetts”) filed an Administrative Complaint against GPB for alleged violations of the Massachusetts Uniform Securities Act. No GPB-managed fund is a named defendant. The complaint alleges, among other things, that the offering documents for several GPB-managed funds, including the Partnership, included material misstatements or omissions. Massachusetts is ~~seeking~~seeks both monetary and administrative relief, including disgorgement and rescission to Massachusetts residents who purchased interest in the GPB-managed funds. This matter is ~~currently~~ stayed, pending resolution of the Criminal Case.

On February 4, 2021, the seven State securities regulators (from Alabama, Georgia, Illinois, Missouri, New Jersey, New York, and South Carolina, collectively the “States”) each filed suit against GPB. No GPB-managed fund is a named defendant in any of the suits. Several of the suits also named Ascendant, AAS, Mr. Gentile, Mr. Schneider, and Mr. Lash as defendants. The States’ lawsuits allege, among other things, that the offering documents for several GPB-managed funds, including the Partnership, included material misstatements and omissions. The States are seeking both monetary and administrative relief, including disgorgement and rescission. The cases brought by the States have been stayed pending the conclusion of the Criminal Case. The State of New Jersey has voluntarily dismissed its case, without prejudice to re-file it following the conclusion of the Criminal Case.

The following discussion of the authority of various governing bodies related to GPB is qualified by reference to the Amended Monitor Order. See “Item 3. Legal Proceedings” to our Consolidated Financial Statements for more information on the appointment of the Monitor.

Table of Contents

~~Highline~~On ~~Management~~February 4, ~~Inc~~2021, the seven State securities regulators (from Alabama, Georgia, Illinois, Missouri, New Jersey, New York, and South Carolina, collectively the “States”) each filed suit against GPB. No GPB-managed fund is a named defendant in any of the suits. Several of the suits also named Ascendant, AAS, Mr. Gentile, Mr. Schneider, and Mr. Lash as defendants. The States’ lawsuits allege, among other things, that the offering documents for several GPB-managed funds, including the Partnership, included material misstatements and omissions. The States are seek both monetary and administrative relief, including disgorgement and rescission. The cases brought by the States were stayed pending the conclusion of the Criminal Case. The State of New Jersey voluntarily dismissed its case, without prejudice to re-file it following the conclusion of the Criminal Case.

In January 2020, Highline was formed as a wholly owned subsidiary of GPB, to provide management and operational support services to the GPB-managed partnerships. Highline’s formation followed the completion of an independent special investigation by outside legal counsel as a response to recommendations made by GPB’s predecessor Audit Committee to certain allegations brought against the General Partner as described above and in “Item 3. Legal Proceedings.” The predecessor Audit Committee made recommendations which led to a series of restructuring activities undertaken to accomplish a number of objectives including, but not limited to, the: (i) further enhancement of the corporate management structure, with additional professionals knowledgeable in the industry and commensurate with the complexity and demands of the business of the Partnership; (ii) formalization, to the extent possible, of the commitment to share human resources, facilities and operating assets among and between the entities that comprise the General Partner and the Partnership; and (iii) further development of the independent oversight of the corporate governance structure and framework to help enable the Partnership to achieve its goals, control risks and compliance with laws, rules and regulations which govern the management of the Partnership. To that end, the initial five member Board (now three members, see “Item 10. Directors, Executive Officers and Corporate Governance”) was appointed, the remaining three members are “independent” as that term is used in the NYSE listed company manual. To address its oversight and governance purposes, the Board established three committees, consisting entirely of the ~~independent~~Partnership ~~members,~~Prior ~~including an Audit Committee, a Governance Committee and a Compensation Committee, as more fully described below. Additionally, these restructuring activities were designed and implemented, in part,~~ to ~~establish independent committees responsible for overseeing GPB’s management related to~~ the ~~Partnership’s~~Appointment ~~affairs, establish additional layers~~ of ~~responsibility within~~ the ~~Partnership’s governance structure and enhance internal controls.~~Receiver

~~Pursuant to a Management Service Agreement with GPB (“MSA”).~~ Highline currently oversees, on GPB’s behalf, all day-to-day functions of the Partnership and its subsidiaries, including management of all underlying assets, human capital, accounting and financial reporting, and operation. As a result, Highline provides independent oversight and review of most aspects of our operations.

~~The~~In ~~initial~~January ~~iteration~~2020, ofHighline ~~the~~was ~~MSA~~formed ~~was~~as ~~dated~~a ~~January~~wholly 1,owned ~~2020.~~subsidiary Anof ~~amendment~~GPB, into ~~May~~provide ~~2020~~management ~~set~~and ~~forth~~operational ~~that~~support services to the ~~MSA~~GPB-managed ~~would~~partnerships. beHighline’s information ~~effect~~followed ~~for~~the completion of an ~~initial~~independent ~~three-year~~special ~~term,~~investigation ~~effective~~by ~~from~~outside ~~January~~legal 1,counsel ~~2020~~as ~~through~~a ~~December~~response ~~31,~~to ~~2023.~~recommendations ~~The~~made ~~MSA~~by ~~was~~GPB’s ~~subsequently~~predecessor ~~amended~~Audit inCommittee ~~August~~(the ~~2021,~~“Audit ~~through~~Committee”) ~~which~~to ~~the~~certain ~~initial~~allegations ~~term~~brought ofagainst the ~~MSA~~General ~~was~~Partner ~~extended~~as todescribed aabove ~~five-year~~and ~~term,~~in ~~through~~“Item ~~December~~3. ~~31,~~Legal ~~2024~~Proceedings.”

~~Highline’s~~The ~~bylaws~~Audit ~~require~~Committee made recommendations which led to a ~~majority~~series ~~vote~~of ~~for~~restructuring ~~any~~activities ~~act~~undertaken to accomplish a number of objectives including, but not limited to, the: ~~Board~~(i) ~~except~~further enhancement of the corporate management structure, with ~~respect~~the toaddition ~~approval~~of orprofessionals ~~adoption~~knowledgeable in the industry and commensurate with the complexity and demands of ~~any~~the ~~MSA~~business of the Partnership; (ii) formalization, ~~Resource~~to ~~Sharing~~the ~~Agreement~~extent orpossible, ~~other~~of ~~similar~~the ~~agreement~~commitment to share human resources, facilities and operating assets among and between ~~Highline~~the entities that comprise the General Partner and ~~GPB~~the Partnership; and (oriii) ~~any~~further ~~amendment~~development ~~thereto)~~of the independent oversight of the corporate governance structure and framework to help enable the Partnership to achieve its goals, control risks and compliance with laws, rules and regulations which ingovern the management of the Partnership. To that end, an initial five-member Board was appointed; the Board was first reduced to three members and, later, to two (all ~~instances~~of ~~must~~whom bewere ~~approved~~“independent”, byas athat ~~majority~~term is used in the New York Stock Exchange-listed company manual). To address its oversight and governance, the Board previously established three committees, each consisting entirely of the independent ~~directors.~~members, an Audit Committee, a Governance Committee and a Compensation Committee, as more fully described below, responsible for overseeing GPB’s ~~has~~management ~~nominated~~related to the Partnership’s affairs, establishing additional layers of responsibility within the Partnership’s governance structure and ~~elected~~enhancing internal controls. As of this filing, the ~~initial~~Board is defunct. The Receiver serves as the board of directors toof the ~~Board~~Partnership. For details, see “Item 10. Directors, Executive Officers and Corporate Governance”.

~~Highline~~Pursuant ~~has~~to ~~agreed~~a toManagement ~~provide~~Service ~~the~~Agreement ~~following~~with ~~services~~GPB (“~~Services~~MSA”), todated ~~the~~January ~~Partnership~~1, ~~(but~~2020, ~~not~~on toGPB’s ~~the~~behalf ~~dealerships~~and ~~owned~~now byunder ~~the~~Receivership ~~Partnership~~supervision and direction, ~~which~~Highline ~~are~~manages ~~managed~~all day-to-day byfunctions ~~their~~of ~~own~~the Partnership and its subsidiaries, including management ~~teams)~~of ~~pursuant~~all tounderlying ~~the~~assets, ~~MSA:~~human capital, accounting and financial reporting, and operations. Thus, Highline provides independent oversight and review of most aspects of our operations.

●A ~~Manage~~May ~~and~~2020 ~~oversee~~amendment to the ~~day~~MSA set forth that the MSA would be in effect for an initial three-~~to-day~~year ~~affairs~~term, ~~and~~effective ~~operations~~from January 1, 2020 through December 31, 2023. The MSA was subsequently amended in August 2021, through which the initial term of the ~~Partnership~~MSA ~~including~~was ~~developing~~extended ~~corporate~~to ~~strategy~~a ~~and~~five-year ~~business~~term, ~~plans~~through December 31, 2024, and ~~managing~~automatically ~~annual~~renews ~~budgets;~~annually thereafter.

●Under ~~Manage~~the MSA, ~~oversee~~Highline ~~and~~agreed ~~facilitate~~to provide the ~~accounting~~following ~~and~~services ~~payment~~to ~~functions,~~the ~~including~~Partnership ~~necessary~~(but ~~cash~~not ~~management~~to ~~services~~the ~~with~~remaining ~~respect~~businesses toowned by the ~~operations~~Partnership, ofwhich, at the ~~Partnership;~~time, were managed day-to-day by their own management teams):

● ~~Manage~~manage and oversee the ~~administration,~~day-to-day ~~operations,~~affairs ~~financial accounting~~ and ~~financial~~operations ~~reporting~~of ~~for~~ the Partnership, including ~~managing~~developing ~~the~~corporate ~~preparation~~strategy ofand ~~financial~~business ~~statements~~plans, ~~for~~and ~~the~~managing ~~Partnership~~annual budgets;

● ~~Manage~~manage, ~~the~~oversee ~~process~~and ~~for~~facilitate the ~~audits~~accounting ofand ~~the~~payment ~~financial~~functions, ~~statements~~including necessary cash management services with respect to the operations of the Partnership;

● ~~Manage~~manage and oversee the ~~process~~administration, ofoperations, ~~obtaining~~financial ~~third-party~~accounting ~~valuations~~and offinancial reporting for the Partnership, inincluding ~~accordance~~managing ~~with~~ the ~~LPA~~preparation ~~and~~of ~~the~~financial ~~Class~~statements Afor ~~and Class A-1 Private Placement Memorandum (~~the ~~“PPM”) dated July 2018~~Partnership;

● ~~Communicate~~manage ~~regularly~~the ~~and~~process ~~provide~~for ~~written reports (no less frequently than monthly) concerning~~ the ~~financial~~audits ~~status and financial performance~~ of the ~~Partnership to GPB, including providing regular (no less frequent than monthly) asset management reports and updated~~ financial ~~models~~statements ~~for~~of the Partnership;

Table of Contents

● ~~Provide~~manage ~~periodic~~and ~~market~~oversee ~~data~~the ~~and~~process ~~information~~of ~~(no~~obtaining ~~less~~third-party ~~frequent~~valuations ~~than~~of ~~quarterly)~~the ~~relating~~Partnership toin accordance with the ~~businesses~~LPA ofand the Class A Limited Partnership ~~reasonably~~Units ~~requested~~(“Class byA”) ~~GPB~~and ~~for~~Class ~~investor~~A-1 ~~marketing~~Limited ~~and~~Partnership ~~communication~~Units ~~purposes~~(“Class A-1”) Private Placement Memorandum (the “PPM”) dated July 2018;

● ~~Review~~communicate regularly and ~~approve~~provide ~~“Significant~~written ~~Transactions”~~reports ~~approved~~(no byless ~~GPB’s~~frequently ~~Acquisition~~than ~~Committee.~~monthly) Aconcerning ~~Significant~~the ~~Transaction~~financial ~~shall~~status ~~mean~~and ~~(i)~~financial aperformance ~~transaction~~of ~~that meets~~ the ~~definition~~Partnership ofto aGPB, ~~Significant~~including ~~Subsidiary~~providing ~~contained~~regular in(no ~~Regulation~~less ~~S-X~~frequent ~~under~~than ~~federal~~monthly) ~~securities~~asset ~~laws;~~management orreports ~~(ii)~~and ~~based~~updated onfinancial ~~criteria~~models ~~otherwise~~for ~~determined by~~ the ~~Board~~Partnership;

● ~~Review~~provide periodic market data and ~~approve~~information ~~any~~(no ~~material~~less ~~change~~frequent inthan ~~the~~quarterly) ~~investment~~relating ~~strategy~~to the businesses of the Partnership; reasonably requested by GPB for investor marketing and communication purposes;

● ~~Perform~~review ~~such~~and ~~other~~approve ~~services~~significant astransactions ~~may~~approved ~~be reasonably requested~~ by GPB’s ~~and~~Acquisition ~~which~~Committee ~~are~~(“Acquisition ~~reasonably acceptable to Highline.~~Committee”);

~~GPB,~~● ~~through~~review ~~its Acquisition Committee, controls all major asset acquisition~~ and ~~divestiture~~approve ~~decisions~~any ~~concerning~~material ~~the~~change ~~Partnership,~~in ~~subject to~~ the ~~approval~~investment bystrategy ~~the Board~~ of ~~any~~the ~~such~~Partnership; ~~transaction that constitutes a Significant Transaction as described above. Highline’s responsibilities set forth above encompass reporting~~ and ~~monitoring distributions to our Limited Partners.~~;

~~Pursuant~~● toperform ~~the~~such ~~April~~other ~~14,~~services ~~2021~~as ~~Amended~~may ~~Monitor~~be ~~Order,~~reasonably ~~operational~~requested ~~and financial decisions made~~ by ~~Highline~~GPB ~~regarding~~and ~~the~~which ~~affairs of the Partnership~~ are ~~subject~~reasonably toacceptable ~~the same authority of the Monitor as are decisions~~ to ~~be made by GPB~~Highline.

~~For~~Prior ~~further~~to ~~discussion of~~ the ~~relationship~~Receivership ~~between~~taking effect, GPB, through its Acquisition Committee, controlled all major asset acquisition and ~~Highline~~divestiture decisions concerning the Partnership, ~~see~~subject ~~“Item~~to 10the approval by the Board of any such transaction that constituted a significant transaction as described above. ~~Directors,~~Highline’s ~~Executive~~former ~~Officers~~responsibilities ~~and~~set ~~Corporate~~forth ~~Governance”~~above ~~elsewhere~~encompassed inreporting ~~this~~and ~~Annual~~monitoring ~~Report~~distributions to our Limited Partners.

Between the April 14, 2021 Amended Monitor Order and the time when the Receivership took effect, operational and financial decisions made by Highline regarding the affairs of the Partnership were subject to the same authority of the Monitor as decisions made by GPB. Since the affirmation of the Receivership Order by the Second Circuit, and through the date of the filing of this Annual Report, the Partnership has been managed under the direct supervision of the Receiver.

For further discussion of the relationship between GPB and Highline and the corporate governance of the Partnership prior to the appointment of the Receiver, see “Item 10. Directors, Executive Officers and Corporate Governance” elsewhere in this Annual Report.

Our Business

Summary

Prior to the Group 1 Sale, we were a leading operator of automotive franchises and a retailer of new and used vehicles and related products and services. Our dealerships, through both physical retail locations and online (primarily through their individual websites), offered 24 brands of new vehicles and a wide variety of brands of used vehicles. We aimed to offer the brands most desired by consumers in the markets that we served. Our dealerships sold new and used cars and replacement parts, provided vehicle maintenance, warranty, collision and mechanical repair services, arranged related financing for our customers and sold vehicle service contracts, vehicle protection products and credit insurance.

AsAt of December 31, ~~2023~~2024, the Partnership no longer operates any dealerships.

Regulation

Human Capital Resources

As of December 31, 2023, there are no employees on a full-time equivalent basis.

Certain employees of Highline and certain third party consultants perform all general and administrative services pursuant to the MSA (see “Item 1. Business - Highline Management, Inc.”).

Our employees were fairly compensated, without regard to gender, race, ethnicity, religion, age, disability, sexual orientation, or expression, and routinely recognized for outstanding performance. To ensure the health and well-being of our employees, we provided access to benefits and offered programs that supported work-life balance and overall well-being including financial, physical and mental health resources. We endeavored to maintain workplaces that were free from discrimination or harassment on the basis of color, race, sex, national origin, ethnicity, religion, age, disability, sexual orientation, gender identification or expression or any other status protected by applicable law. We conducted training to prevent harassment and discrimination and monitor employee conduct year-round. The Partnership believes a diverse workforce fosters innovation and cultivates an environment filled with unique perspectives. As a result, diversity and inclusion helped the Partnership meet the needs of customers. We strived to maintain a culture that enabled all employees to be treated with dignity and respect while devoting their best efforts to performing their jobs to the best of their respective abilities and operate in a supportive culture that incorporates highly ethical behavior. The Partnership measured employee engagement on an ongoing

Table of Contents

~~basis~~Business as it believes an engaged workforce leads to a more innovative, productive and profitable company. The results from engagement efforts were used to implement and enhance programs and processes designed to keep employees connected with the Partnership.Plan

Since the entry of the Receivership Order, and through the date of the filing of this Annual Report, the Partnership has been managed under the direct supervision of the Receiver. Pursuant to the Receivership Order, the Receiver is responsible for managing and overseeing the Receivership estate (the Receivership Estate”), including the preparation distributions of available assets to the Partnership’s creditors and investors. Under the Receivership Order, the Receiver intends, among his other duties, to conduct an orderly liquidation of the Partnership and its remaining assets in a manner and over a period of time calculated to maximize their value for investors and the Receivership Estate.

Human Capital Resources

As of December 31, 2024, there were approximately 13 full-time employees working at Highline and GPB combined, supporting operations of the Partnership and its affiliates, excluding the Receiver and his staff. None of these employees are represented by a labor union, and management considers its relations with these employees to be good.

Available Information

Our SEC filings are available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

We also make available, through the website of our ~~web~~claims ~~site~~administrator at ~~http~~https://~~www~~dm.~~gpb-cap~~epiq11.com/case/gpbcapital/documents) ~~in the “Monitor Info & SEC Filings — SEC Filings” section, free of charge,~~ all reports and amendments to those reports filed or furnished pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Information contained on the website does not constitute part of this Annual Report. We have included ~~our~~this website address in this Annual Report solely as an inactive textual reference. ~~Occasionally, we may use our web site as a channel of distribution of material Partnership and GPB information.~~

The foregoing information regarding our website and its content is for convenience only. The content of our website is not deemed to be incorporated by reference into this Annual Report nor should it be deemed to have been filed with the SEC.

Item 1A. Risk Factors

~~Our~~The ~~net~~Partnership’s ~~assets~~proportion inof ~~liquidation~~the Receivership Estate and changes in ~~net~~its ~~assets in liquidation~~value, ~~and~~ the ~~performance~~value of ~~our~~the limited partnership interests, ~~which~~(the we“Units”) ~~refer~~and available distributions, if any, to asthe ~~“Units”~~Limited Partners, may be adversely affected by a number of factors. The risks, uncertainties, and other factors that ~~our~~the Limited Partners and prospective Limited Partnership Unitholders, if any, should consider include, but are not limited to, the following:

RISKS RELATED TO THE PARTNERSHIP AND ~~PLAN~~RECEIVERSHIP ~~OF LIQUIDATION~~ORDER

We are currently under the control of a court-appointed receiver and may not be able to ~~pay~~distribute ~~liquidating~~any ~~distributions~~available assets from the Receivership Estate to our Limited Partners at the times and in the amounts expected, if at all.

WeOn ~~cannot~~December ~~predict~~3, 2024, the ~~timing~~Second orCircuit ~~amount~~affirmed ofthe ~~any~~EDNY ~~liquidating~~Court’s ~~distributions,~~Trial asCourt ~~uncertainties~~Receivership ~~exist~~Order asand tolifted the ~~ultimate~~stay, ~~amount~~and ofthe ~~our~~Receivership ~~expenses~~took ~~associated~~effect. ~~with~~Pursuant ~~completing~~to ~~our~~the ~~monetization~~Receivership ~~strategy~~Order, ~~our~~the ~~liabilities,~~Court ~~our~~has ~~operating~~taken ~~costs~~exclusive jurisdiction and ~~amounts~~possession toof beall ~~set~~assets ~~aside~~of ~~for claims, obligations and expenses during~~ the ~~liquidation~~Receivership ~~and winding-up process~~Entities, and the ~~related~~Court ~~timing~~has toappointed ~~complete such transactions~~Mr. ~~These~~Gardemal ~~and other factors make it impossible~~ to ~~predict~~serve ~~with~~as ~~certainty~~ the ~~actual~~Receiver ~~net cash amount that will ultimately be available~~ for ~~distribution~~the toReceivership ~~Limited~~Entities, ~~Partners~~including or the ~~timing of any such distributions~~Partnership.

IfIn weaccordance ~~fail~~with ~~to retain sufficient funds to pay~~ the ~~liabilities~~Receivership ~~actually~~Order, ~~owed~~on toJanuary ~~our~~17, ~~creditors~~2025, ~~each~~the ~~Limited~~Receiver ~~Partner~~filed ~~receiving~~with ~~liquidating~~the ~~distributions~~EDNY ~~could~~Court bea ~~liable~~proposed ~~for~~plan ~~payment~~ to ~~our~~distribute ~~creditors~~available ~~for~~Receivership ~~such~~assets ~~Limited~~to ~~Partners’~~investors ~~pro~~and ~~rata~~creditors ~~share~~ of ~~any~~the ~~shortfall~~Receivership Entities, upincluding to the ~~amount~~Partnership. ~~actually~~The ~~distributed~~proposed toplan ~~such~~of ~~Limited~~distribution ~~Partner~~is incurrently ~~connection~~pending ~~with~~before the ~~dissolution~~EDNY Court.

~~Under~~We ~~Delaware~~cannot ~~law,~~predict in the ~~event~~timing weor ~~fail~~amount toof ~~retain~~any ~~sufficient~~distributions ~~funds~~ to ~~pay~~ the ~~expenses~~Limited ~~and liabilities actually owed to our creditors~~Partners, ~~each~~as ~~Limited~~uncertainties ~~Partner~~exist ~~could~~as ~~be held liable for payment~~ to ~~our creditors for claims brought during~~ the ~~three-year~~ultimate ~~period~~amount ~~after the effective date~~ of ~~dissolution,~~our upexpenses toassociated ~~the~~with ~~lesser~~implementing ~~of (1) such Limited Partner’s pro rata share of amounts owed to creditors in excess of~~ the ~~contingency~~Receivership ~~reserve~~Order, ~~and~~including ~~(2)~~ the ~~amounts~~liquidation ~~previously received by such Limited Partner in dissolution from us~~ and ~~from~~winding ~~any~~down ~~liquidating~~of ~~trust~~our ~~or trusts. Accordingly~~business, ~~in such event~~obligations, aliabilities ~~Limited~~and ~~Partner~~expenses ~~could~~during bethe ~~required~~liquidation toand ~~return~~winding-up ~~part~~process, orand ~~all, of~~ the ~~distributions~~related ~~previously~~timing ~~made~~ to complete such ~~Limited~~transactions. ~~Partner in the dissolution~~Accordingly, ~~and~~there acan ~~Limited~~be ~~Partner could receive nothing from us under the Plan of Liquidation, but~~ no ~~Limited~~assurances ~~Partner~~as ~~will~~to ~~be liable for claims against~~ the ~~Partnership~~timing ~~in excess of their capital account balance. Moreover, in the event a Limited Partner has paid taxes on amounts previously received, a repayment of all~~ or aamount ~~portion~~ of ~~such~~any ~~amount~~distributions ~~could~~to ~~result in a Limited Partner incurring a net tax cost if~~ the Limited ~~Partner’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable~~Partners.

Our Limited Partners may not receive distributions to fully return their invested capital.

There can be no assurance that the Partnership will pay its operating expenses, liabilities, and obligations during the liquidation and wind-down process, and make distributions to its Limited Partners to fully return their paid capital, or any distributions at all in excess of their paid-in capital.

Table of Contents

We ~~and~~will ~~the~~continue ~~General~~to ~~Partner~~incur ~~are~~liabilities ~~involved~~and inexpenses ~~material~~that ~~litigation~~will ~~arising~~reduce ~~from~~ the ~~operations~~proceeds ofavailable, ~~the~~if ~~Partnership~~any, ~~and~~for wedistribution ~~are subject~~ to ~~litigation~~the ~~risks.~~Limited ~~Resolving litigation disputes can be costly and time consuming~~Partners.

WeClaims, ~~the~~liabilities ~~General~~and ~~Partner,~~expenses aswill ~~well~~continue asto ~~Ascendant~~be ~~and~~incurred ~~Axiom~~as ~~Capital~~we ~~Management,~~seek ~~Inc.~~to ~~(“Axiom”),~~liquidate ~~affiliated~~our ~~broker-dealers,~~remaining ~~and~~assets ~~current~~ and ~~former~~wind ~~officers~~down ~~and~~operations ~~employees~~pursuant ofto the ~~foregoing,~~Receivership ~~are~~Order. ~~defendants~~These inexpenses ~~lawsuits~~could ~~arising~~be ~~from~~material ~~the sale~~ and ~~marketing~~will ofreduce the ~~Units,~~amount ~~including~~of ~~fees~~proceeds ~~paid in connection therewith~~available, ~~and~~if ~~the operation of the Partnership~~any, ~~including~~for ~~the~~ultimate ~~dissemination~~distribution ~~of information~~ to ~~Limited Partners regarding~~ the ~~Partnership~~Limited ~~and Partnership distributions~~Partners. ~~These~~If ~~lawsuits~~we ~~variously~~incur ~~allege fraud and misrepresentation~~obligations, ~~misuse of investor funds~~liabilities, ~~breach~~expenses ~~of fiduciary duty~~ and ~~other~~claims ~~causes~~in excess of ~~action~~those ~~and~~we ~~seek~~currently ~~substantial damages~~anticipate, ~~injunctive~~the ~~relief,~~amount ~~rescission,~~distributed ~~disgorgement~~to ~~and~~the ~~other~~Limited ~~remedies.~~Partners ~~As a result of outstanding litigation, there~~ may be ~~significant~~lower ~~legal~~than ~~fees~~we ~~incurred~~currently ~~by the Partnership~~estimate.

~~GPB~~Our ~~faces~~Limited ~~various~~Partners ~~regulatory~~may ~~and~~not ~~governmental~~receive ~~matters,~~distributions ~~certain of which arise from its activities as our General Partner. See “Item 3. Legal Proceedings” for more details. We intend~~ to ~~defend~~fully ~~against~~return ~~these~~their ~~claims~~invested ~~vigorously, however, an unfavorable resolution of one or more of these matters could have a material adverse effect on our business, financial condition or results of operations~~capital. Any restriction on GPB’s ability to conduct business as an investment advisor registered under the Investment Advisors Act of 1940 could materially and adversely affect our ability to manage the Partnership.

~~The~~There ~~Partnership~~can ~~was~~be ~~required~~no ~~under~~assurance ~~federal~~that ~~securities laws to file a Registration Statement on Form 10 (“Form 10”)and thereafter file periodic reports pursuant to Section 12(g) of~~ the ~~Exchange Act. The~~ Partnership ~~failed~~will topay ~~file~~its aoperating ~~Form~~expenses, ~~10 until May 14~~liabilities, ~~2021. Owners of Class A Units~~ and ~~Class~~obligations ~~A-1~~during ~~Units would have lacked material information about~~ the ~~Partnership~~liquidation ~~prior to the filing of the Form 10~~ and ~~may~~wind-down ~~have been harmed by the Partnership’s delay in filing. The SEC has filed a lawsuit against the General Partner~~process, and ~~one~~make ofdistributions ~~the~~to ~~allegations in~~ the ~~lawsuit~~Limited isPartners ~~that the Partnership failed~~ to ~~file~~fully areturn ~~Form~~their 10paid ~~when~~capital, ~~required.~~or ~~The~~any ~~Partnership~~distributions ~~has~~at ~~incurred~~all ~~expenses~~ in ~~advancing~~excess ~~funds~~of totheir ~~the General Partner to pay for its attorney’s fees and costs~~ paid-in ~~that lawsuit, and will continue to incur expenses in that regard~~capital.

We and ~~our~~the ~~subsidiaries~~General ~~that~~Partner ~~used to operate dealerships~~ are involved, ~~and will continue to be involved,~~ in ~~legal~~material ~~proceedings~~litigation arising ~~out~~from of the operations of ~~our~~the ~~business,~~Partnership. ~~including~~Resolving litigation ~~with~~disputes ~~customers,~~can ~~wage, hour and other employment-related lawsuits, and actions brought by governmental authorities. Some of these lawsuits purport or may~~ be ~~determined~~costly ~~to be class or collective actions~~ and ~~seek~~time ~~substantial damages or injunctive relief, or both, and some may remain unresolved for several years~~consuming. The results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our business, financial condition, or results of operations.

InAlthough most of the ~~event~~legal ~~settlement~~proceedings ~~discussions~~against ~~regarding~~us, ~~class~~the ~~action~~General ~~lawsuits~~Partner orand ~~any~~the ~~pending~~Receivership Entities are currently stayed (see “Item 3. Legal Proceedings”), we, the General Partner, our portfolio companies, as well as Ascendant and Axiom Capital Management, Inc. (“Axiom”), affiliated broker-dealers, and current and former officers and employees of the foregoing, are involved in regulatory, litigation, arbitration, and other proceedings and investigations, ~~are~~which ~~unsuccessful~~expose us to potential significant financial loss. These proceedings and investigations arise, ~~any~~for ~~liability~~the ~~may~~most ~~require~~part, anfrom ~~outflow~~the sale and marketing of ~~cash~~the ~~from~~Units, including fees paid in connection therewith, and the operation of the Partnership, including the dissemination of information to Limited Partners regarding the Partnership and Partnership distributions. ~~The~~These ~~amount~~claims in these proceedings and ~~timing~~investigations variously allege fraud and misrepresentation, misuse of ~~any~~investor ~~such~~funds, ~~outflow~~breach of ~~cash~~fiduciary isduty ~~not~~and ~~estimable~~other atcauses ~~this~~of ~~time~~action and seek substantial damages, injunctive relief, rescission, disgorgement and other remedies.

~~GPB~~In ~~anticipates~~addition, ~~that~~we and the ~~resolution~~General Partner may be subject to additional claims by creditors, including relating to our current or former portfolio companies. We are also advancing funds to former officers and directors, as well as the General Partner, its principals, representatives and affiliates, for costs they incur in connection with their legal defense of such disputes. Resolution of these matters will likely take substantial time, and we cannot predict the results of these matters with certainty. InAn ~~many~~unfavorable resolution of ~~the~~one ~~cases,~~or ~~there~~more isof ~~still~~these matters could have a material adverse effect, including incurring significant ~~discovery~~legal fees, expenses, costs and/ damages by the Partnership, and in turn, reduce or ~~investigation~~completely deplete otherwise available proceeds for distribution to bethe ~~completed~~Limited Partners. ~~When~~Further, ~~combined~~if ~~with~~amounts ~~lengthy~~of ~~motion~~reserves ~~practice~~or ~~and~~escrows ~~possible~~that ~~trial~~were ~~and~~established ~~appeals~~for ~~some~~contingent orliabilities ~~all~~that could result from the advance of ~~these~~indemnification ~~matters~~expenses ~~may~~are ~~not~~insufficient, such liabilities might ultimately be ~~resolved~~funded ~~for~~by ~~several~~the ~~years~~Limited Partners to the extent that such Limited Partners have received prior cash distributions from us.

WeIf ~~are~~any ~~advancing funds to officers, directors and representatives~~ of the ~~dealerships,~~parties asto ~~well~~our asfuture ~~GPB,~~sale ~~its~~agreements ~~principals~~default ~~and representatives~~thereunder, ~~for any reasonable costs they may incur in connection with defending themselves in such disputes as required by various agreements~~ or ~~governing~~if ~~law.~~these ~~This~~sales ~~advancing~~do ~~of funds does~~ not ~~cover~~otherwise ~~any potential future outcomes or settlements that result from these disputes. The officers~~close, ~~directors~~any ~~and~~available ~~representatives~~proceeds ~~of our dealerships (including our personnel or persons affiliated with GPB) may similarly receive funds by such dealerships. These arrangements to advance funds may result in contingent liabilities,~~ for ~~which we established reserves and escrows. In that regard,~~ distributions to the Limited Partners may be delayed or ~~withheld until such reserve is no longer needed or the escrow period expires~~reduced. If the amounts of such reserves or escrows are insufficient, such liabilities might ultimately have to be funded by Limited Partners to the extent that such Limited Partners have received prior cash distributions from us.

WeUnder ~~expend~~the ~~significant~~Receivership ~~financial~~Order, we may seek to enter into binding sale agreements for each of our assets, investments and ~~other~~businesses. ~~resources~~The consummation of the potential, future sales may be subject to ~~comply~~satisfaction ~~with~~of closing conditions. If any of the ~~requirements~~transactions contemplated by these future sale agreements do not close because of ~~being~~a buyer default, failure of a ~~public~~closing ~~reporting~~condition ~~entity~~or for any other reason, we will need to locate a new buyer for the assets, which we may be unable to do promptly or at prices or on terms that are as favorable as the original agreement. We will also incur additional costs involved in locating a new buyer and negotiating a new sale agreement for these assets. In the event that we incur these additional costs, any available proceeds for distributions to the Limited Partners would be delayed or reduced.

AsWe amay ~~public~~be ~~reporting~~unable ~~entity, the Partnership is subject~~ to ~~the~~sell ~~reporting~~our ~~requirements~~remaining ofassets ~~the Securities Exchange Act of 1934 (the “Exchange Act”)~~ and ~~requirements~~our ofremaining ~~the~~lines ~~Sarbanes-Oxley Act~~ of ~~2002 (the “Sarbanes-Oxley Act” or “Sarbanes-Oxley”). The Exchange Act requires that we file annual, quarterly and current reports with respect to material events affecting our~~ business ~~and~~at ~~financial~~acceptable ~~condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. Further~~prices, ~~in July 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act,~~ or ~~the~~at ~~Dodd-Frank Act,~~ all.

In accordance with the Receivership Order, we presently intend to sell our remaining assets and lines of businesses. We may, however, may not be able to find purchasers for such assets due to market conditions or we may be unable to obtain acceptable value for these remaining assets and lines of business. As a result, we may be forced to attempt to sell our remaining assets and lines of businesses at a

Table of Contents

~~was~~time ~~enacted.~~or ~~There~~at ~~are~~a ~~significant~~value ~~corporate governance and executive compensation related provisions in both Sarbanes-Oxley and the Dodd-Frank Act~~ that ~~required~~is ~~changes~~unfavorable into ~~our corporate governance practices. Stockholder activism~~us, ~~the~~which ~~current~~would ~~political~~delay ~~environment~~or ~~and~~decrease the ~~current~~potential ~~high~~available ~~level~~proceeds offor ~~government~~distributions ~~intervention and regulatory reform may lead~~ to ~~substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact~~ the ~~manner~~Limited ~~in which we operate our business in ways we cannot currently anticipate~~Partners.

WeIf ~~may~~our ~~expend~~liquidation ~~substantial~~costs ~~resources~~or ~~developing~~unpaid ~~and~~liabilities ~~maintaining~~are ~~procedures,~~greater ~~processes~~than we expect, ~~policies~~any ~~and~~available ~~practices~~proceeds for ~~the~~distributions ~~purpose of addressing the standards and requirements applicable~~ to ~~public reporting entities. In order to ensure~~ the ~~effectiveness~~Limited ofPartners ~~our~~may ~~disclosure controls and procedures and our internal control, significant financial and human resources as well as management oversight would~~ be ~~required.~~delayed Inor particular, to achieve compliance with Sarbanes-Oxley internal control mandates within the prescribed period, we are engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challengingreduced.

WeBefore ~~expect~~paying any available proceeds to ~~incur~~the ~~significant~~Limited ~~annual~~Partners, ~~costs~~we ~~related~~will need to ~~our~~pay ~~public~~or ~~company~~arrange ~~status~~for ~~including,~~the ~~among~~payment ~~other~~of ~~things,~~all toof ~~directors’~~costs associated with liquidation and ~~officers’~~winding ~~liability~~down ~~insurance~~under ~~cost,~~the ~~director~~Receivership ~~fees~~Order, ~~SEC~~including ~~reporting~~all ~~expenses,~~costs ~~additional~~and ~~administrative~~all ~~expenses~~valid ~~payable~~claims toagainst ~~GPB~~us or(which ~~affiliated~~claims ~~entities~~may be unknown to ~~compensate~~us ~~them~~at ~~for~~this ~~hiring~~time), ~~additional~~which ~~accounting~~in turn, ~~legal~~may ~~and~~result ~~administrative~~in ~~personnel,~~reduced ~~and~~or ~~legal~~delayed ~~fees~~payment ~~and~~of ~~similar~~any ~~expenses~~available proceeds for distributions to the Limited Partners.

WeOur ~~have~~entity ~~concluded~~value ~~that~~may ~~there~~be ~~are material weaknesses in our system of internal control over financial reporting, which if not remediated could materially and~~ adversely ~~affect~~affected ~~our~~by ~~ability~~the toReceivership ~~timely and accurately report our results of operations and financial condition~~Order.

AUnder ~~company’s~~Receivership ~~internal~~Order, ~~control over financial reporting is a process designed to provide reasonable assurance regarding~~ the ~~reliability~~Receiver, ofamong ~~financial~~other ~~reporting~~duties, ~~and~~is ~~the~~responsible ~~preparation of financial statements~~ for ~~external~~managing ~~purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies~~ and ~~procedures~~overseeing ~~that (1) pertain to~~ the ~~maintenance~~liquidation ~~of records that, in reasonable detail, accurately~~ and ~~fairly~~winding ~~reflect~~down ~~the transactions and dispositions~~ of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principlesPartnership, ~~and~~which ~~that receipts and expenditures of the company are being made only~~ in ~~accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition~~turn, ~~use,~~may orinherently ~~disposition~~adversely ofaffect the ~~company~~Receivership Estate’s ~~assets that could have a material effect on the financial statements~~value. Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and, together with adequate disclosure controls and procedures, are designed to prevent fraud. Any failure to implement internal control over financial reporting could cause us to fail to meet our reporting obligations. We have determined that material weaknesses in our internal control over financial reporting exist in part as a result of insufficient and ineffective controls within our financial close and reporting process. Moreover, the Partnership did not design and implement effective control over our control environment, risk assessment, control activities and monitoring activities with regard to our processes and procedures commensurate with our financial reporting requirements which were determined to be material weaknesses.

~~Breaches~~We inwill ~~our~~continue ~~data security systems or in systems used by our vendor partners, including cyber-attacks or unauthorized data distribution by employees or affiliated vendors, or disruptions~~ to ~~access~~incur ~~and~~the ~~connectivity~~expenses of ~~our~~complying ~~information~~with ~~systems~~public ~~could~~company ~~impact~~reporting ~~our operations or result in the loss or misuse of customers’ proprietary information~~requirements.

~~Our~~Although ~~information~~we ~~technology~~may ~~systems~~in ~~are~~the ~~important~~future ~~for~~seek ~~operating~~relief ~~our~~from ~~business~~the ~~efficiently.~~SEC Wefrom ~~rely~~certain onreporting ~~information~~requirements ~~systems~~under tothe ~~effectively~~Exchange ~~manage~~Act, ~~our~~which ~~business~~may ~~and~~not ~~the~~be ~~preparation~~granted, ofuntil our ~~consolidated~~liquidation ~~financial~~ and ~~operating~~dissolution ~~data.~~is ~~Despite~~complete, ~~the security measures~~ we ~~plan to~~ have inan ~~place~~obligation ~~and~~to ~~any~~continue ~~additional~~to ~~measures~~comply wewith ~~may~~the ~~implement,~~applicable ~~our~~reporting ~~facilities~~requirements ~~and systems, and those~~ of ~~any~~the ~~third-party~~Exchange ~~service providers~~Act, ~~could~~even beif ~~vulnerable~~compliance towith ~~security~~these ~~breaches,~~reporting ~~ransomware,~~requirements ~~computer~~is ~~viruses,~~economically ~~lost or misplaced data, programming errors, human errors, acts of vandalism, or other events~~burdensome. The ~~failure~~expenses ofwe ~~information~~incur ~~systems~~in tocomplying ~~perform~~with ~~as designed,~~ the ~~failure~~applicable toreporting ~~maintain~~requirements ~~and~~will ~~enhance~~reduce ~~or protect the integrity of these systems or~~ any ~~security~~available ~~breach~~proceeds orfor ~~event~~distributions ~~resulting~~we inmay ~~the~~pay ~~misappropriation, loss, or other unauthorized disclosure of confidential information, whether by us directly or any third-party service providers, could damage our reputation, expose us~~ to the ~~risks~~Limited ~~of litigation and liability, disrupt our business, expose us to third-party claims, result in adverse publicity or otherwise adversely affect our financial condition and results of operations~~Partners.

~~Aspects~~The oftax ~~our~~treatment ~~operations~~of ~~are~~any ~~subject~~available toproceeds ~~privacy,~~for ~~data~~distributions ~~use~~may ~~and~~vary ~~data~~from ~~security~~one ~~regulations,~~Limited ~~which~~Partner ~~impact~~to ~~the way we use and handle data~~another. InYou ~~addition,~~should ~~regulators~~consult ~~are~~your ~~proposing~~own ~~and~~tax ~~adopting~~advisor ~~new~~instead ~~laws~~of orrelying ~~regulations~~on ~~that~~the ~~could~~discussions ~~require~~of ustax totreatment ~~adopt~~in ~~certain~~any ~~cyber~~of ~~security~~these ~~and~~statements ~~data~~for ~~handling~~tax ~~practices~~advice. ~~The changing privacy laws create new individual privacy rights and impose increased obligations on companies handling personal data.~~

We have not requested a ruling from the Internal Revenue Service with respect to the anticipated tax consequences of the liquidation, and we will not seek an opinion of counsel with respect to the anticipated tax consequences of any available proceeds for distributions. Tax considerations applicable to particular Limited Partners may vary with and be contingent upon the Limited Partner’s individual circumstances.

If we have not accurately assessed the current realizable values and settlement amounts of our assets and liabilities, respectively, we will not be able to realize amounts equal to their statement of net asset carrying values. This may materially affect future distributions to the Limited Partners, if any.

The valuation of our assets and liabilities presented in our financial statements in accordance with liquidation accounting will be tested as we account for actual disposition and winding down transactions. We apply rules required by U.S. GAAP which may or may not result in deriving an accurate approximate realizable value. Risks are inherent in assessing current value when measured against the outcome of future transactions. Those risks include, without limitation to, the accuracy of:

●

our valuation of our existing fixed assets and business units;

●

our evaluation of our ability to settle future obligations to third parties;

●

our assessment of the current state of litigation and potential litigation against us, including anticipated indemnification costs to be incurred; and

●

our assessment of our tax obligations.

Table of Contents

~~We collect, process, and retain personally identifiable information regarding Limited Partners and vendors in the normal course of our business.~~ Our ~~internal~~assessment and third-party systems are subject to risk from hackers or other individuals with malicious intent to gain unauthorized access to our systems. Cyber-attacks are growing in number and sophistication thus presenting an ongoing threat to systems, whether internal or external, used to operate the business on a day-to-day basis. We invest in reasonable commercial security technology to protect our data and business processes against many of these ~~risks.~~items Werequires ~~also~~a ~~purchase~~substantial ~~insurance~~amount ~~to mitigate the potential financial impact~~ of ~~many of these risks~~judgment. ~~Despite~~This ~~the~~judgment ~~security~~is ~~measures~~exercised weby ~~have in place,~~ our ~~facilities~~choice ~~and systems, and those~~ of ~~our~~assumptions ~~third-party~~from ~~service~~which ~~providers,~~a ~~could~~wide belatitude ~~vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, human errors, acts~~ of ~~vandalism,~~likely orfuture ~~other~~outcomes ~~events.~~are Any security breach or event resulting in the misappropriation, loss, or other unauthorized disclosure of confidential information, or degradation of services provided by critical business systems, whether by us directly or our third-party service providers, could adversely affect our business operations, reputation with current and potential Limited Partners, employees, or vendorspossible. WeAmong ~~could~~these ~~also~~assumptions ~~experience, other operational and financial impacts resulting from investigations, litigation, or imposition of penalties or other means.~~are:

We● ~~depend~~our onassumption ~~GPB~~related to ~~develop~~the timing and ~~implement~~amount ~~appropriate systems for certain~~ of ~~our~~future ~~activities.~~business Inrevenue ~~addition~~streams, ~~certain~~whether offrom ~~GPB’s~~sale ~~operations may interface with or depend on systems operated by third parties, and there may be inadequate means to verify the risks or reliability~~ of ~~such~~business ~~third-party systems. These programs or systems could be vulnerable to security breaches~~units, ~~computer viruses, lost~~ or ~~misplaced~~sale ~~data, programming errors, human errors, acts~~ of ~~vandalism,~~independent or other events. Any such defect or failure could have a material adverse effect on us. Although GPB endeavors to provide sufficient redundancy and back-up for material information related to us, GPB is not liable to us for losses caused by systems failures.assets;

~~RISKS~~● ASour Aassumption ~~RESULT~~related OFto ~~OUR~~the ~~ASSOCIATION~~duration ~~WITH~~of ~~THE~~the ~~GENERAL~~retention ~~PARTNER~~of ~~AND~~our ~~HIGHLINE~~assets and liabilities until disposition;

We● ~~rely~~our onassumption ~~Highline,~~regarding ~~GPB~~the timing and ~~its~~transactional ~~affiliates.~~costs associated with dispositions;

~~The~~● ~~Partnership~~our isability ~~dependent upon the efforts, experience, contacts and skills of Highline, GPB and its affiliates, as well as those of the independent managers recruited by GPB~~ to ~~assist~~affect intimely ~~the management of the Partnership. The main governing bodies which ultimately manage~~ and ~~make~~efficient ~~decisions~~closing ~~for the Partnership are the GPB Acquisition Committee, and GPB’s Operation Service Provider, Highline. The structure and composition~~ of ~~each~~disposition of these bodies is described in “Item 10. Directors, Executive Officers and Corporate Governance” in this Form 10-K. Various employees of and advisors to GPB provide services to the Partnership, which are in addition to and separate from GPB’s services as General Partner of the Partnership. There can be no assurance that such employees and advisors will continue to provide services to GPB or will continue to function on the Partnership’s behalf. The future loss of any member of the GPB Acquisition Committee, or Highline, any of GPB’s key employees or any GPB or Highline employees or advisors providing services to the Partnership, could have a material, adverse effect on the Partnership, and the recruitment of qualified replacement personnel could prove difficult. We do not maintain any key man insurance for any such individuals. In addition, there is no key man succession plan currently in place.transactions;

~~The~~● ~~events~~our ofassumption ~~February~~regarding ~~4, 2021, and thereafter, including~~ the ~~indictment~~amount of ~~the~~legal ~~owner~~costs ~~and~~we ~~former~~will ~~officer~~pay ofduring ~~GPB,~~ the ~~filing~~liquidation by the SEC and other government agencies of litigations against GPB, and the appointment of the Monitor, may have an adverse impact on the ability of GPB to operate its business and manage the Partnership effectively. The Monitor was granted the authority to approve or disapprove of material actions proposed by Highline, GPB and its affiliates. The Monitor could recommend to the Court that the Partnership liquidate its assets or file for a reorganization in bankruptcy. In addition, pursuant to the Amended Monitor Order of April 14, 2021, GPB shall (i) grant the Monitor access to all non-privileged books, records and account statements for the GPB-managed funds, including the Partnership, as well as their portfolio companiesprocess; ~~and (ii) cooperate fully with requests by the Monitor reasonably calculated to fulfill the Monitor’s duties.~~

~~The~~● ~~Monitor~~our ~~Order~~assumption ~~provides~~regarding ~~that~~ the ~~Monitor~~time it will ~~remain~~take ~~in place until terminated by order of the EDNY Court, and grants the Monitor the authority~~ to ~~approve~~complete ~~or disapprove proposed material corporate transactions by GPB,~~ the ~~Partnership~~liquidation ~~and~~process; its subsidiaries, extensions of credit by them outside the ordinary course of business, decisions to make distributions to the Limited Partners of the Partnership, or any decision to file any bankruptcy or receiver petition for any of them, among other actions. The Monitor is not required to approve the issuance of the Form 10 - K, nor has management sought or obtained approval from the Monitor.and

On● ~~May~~our ~~31,~~assumption ~~2022,~~regarding ~~Mr. Gentile filed a motion in~~ the ~~SEC~~estimated ~~Action~~interest toincome ~~modify~~accrued ~~the~~from ~~Amended~~investment ~~Monitor Order pursuant to the Rule 60(b) Motion~~securities. In his Rule 60(b) Motion, Mr. Gentile sought a Court order to, among other things, (i) narrow the scope of the Monitor’s responsibilities; and (ii) direct the Monitor to ensure that GPB does not sell or otherwise dispose of assets or portfolio companies that the Partnership owns before the completion of a “strategic assessment” to be conducted by three managers Mr. Gentile purported to

The judgments and the resulting valuations taken therefrom form the basis for our realizable value assessment of carrying values on our financial statements. If we fail to accurately assess realizable values in our financial statement presentation, the amounts realized from transactions may be different from amounts in the financial statement presentation, and these amounts may differ in a material amount. If such material differences are found to exist, the amount available for distribution, if any, to the Limited Partners will be materially affected.

Market volatility due to adverse economic and geopolitical conditions or dislocations in the credit markets, could have a material adverse effect on our ability to complete our liquidation and winding down and pay distributions, if any, to the Limited Partners.

The implementation of the Receivership Order may be adversely affected by market and economic volatility experienced by the U.S. and global economies. Such adverse economic and geopolitical conditions may be due to, among other issues, rising inflation and interest rates, volatility in the public equity and debt markets, and international economic and other conditions, including pandemics, geopolitical instability, sanctions and other conditions beyond our control. These current conditions may adversely affect the implementation of the Receivership Order and the amount of distributions we may pay to the Limited Partners, if at all. The implementation of the Receivership Order may be further impacted by disruptions in the financial markets and continued economic uncertainty, and this may have a material effect on the ultimate amount and timing of distributions, if any, received by the Limited Partners.

We face risks associated with security breaches through cyber-attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (“IT”) networks and related systems.

We face risks associated with security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have invested in reasonable commercial security technology to protect our data and business processes against many of these risks, there can be no assurance that our security efforts and measures will be effective or that attempted security breaches or disruptions would not be successful or damaging. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted security breaches evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

Table of Contents

~~appoint~~A tosecurity ~~GPB~~breach onor ~~May~~other ~~27,~~significant ~~2022.~~disruption Oninvolving ~~that~~our ~~same~~IT ~~day,~~networks ~~May 31, 2022, the Monitor notified Mr. Gentile~~ and ~~GPB~~related ~~that~~systems Mr. Gentile’s purported appointment of three new managers to GPB without Monitor approval, was in violation of the Amended Monitor Order. Mr. Gentile and GPB were, at that time, given ten (10) business days to cure the violation of the Amended Monitor Order. The cure period has expired without any steps having been taken to comply with the Monitor’s notification of violation of the Amended Monitor Order.could:

On● ~~June~~disrupt ~~13, 2022,~~ the ~~SEC~~proper ~~filed~~functioning byof ~~Order~~our tonetworks ~~Show Cause in the SEC Action an application to (i) convert the existing Monitorship over GPB~~ and ~~the GPB-managed funds to a Receivership, and appoint the Monitor, Joseph T. Gardemal III, as Receiver~~systems; ~~and (ii) impose the Receivership Application. The Receivership Application and the Proposed Order were filed with the EDNY Court with the consent of GPB’s management.~~

~~The~~● ~~Receivership~~result ~~Application seeks appointment of Mr. Gardemal as Receiver~~ in ~~order~~misstated ~~to,~~financial inreports ~~part, streamline the process by which GPB~~ and/or ~~the~~missed ~~GPB-managed~~reporting funds liquidate remaining portfolio company assets and distribute money to Limited Partners, subject to the EDNY Court’s supervision. The Proposed Order grants to Mr. Gardemal, generally, all powers and authorities previously possessed by the entities subject to the Proposed Order, as well as the powers possessed by the officers, directors, managers and others previously in charge of those entities, and permits him to, among other things, take all such actions necessary to preserve receivership assets.deadlines;

~~Additionally,~~● ~~the~~result ~~Receivership Application includes a proposed stay of all Federal and State actions, as well as any arbitrations presently pending against GPB and the GPB-managed funds or to be filed~~ in ~~the~~our ~~future,~~inability ~~and a centralized claims process in the EDNY Court for GPB Limited Partners~~ to ~~prevent~~properly ~~potentially~~monitor disparate actions in different courts that could negatively impact the assets proposed to be subject to the EDNY Court’s jurisdiction and control. If appointed, the receiver could assume the right to operate and manage the business and we may be subject to, among other things, closer monitoring of our ~~day-to-day~~compliance ~~activities~~with ~~and~~rules ~~books~~ and records than under the current Monitorship. We may also be prohibited from making certain investments or undertaking other activities that we would have otherwise pursued, may be required to settle disputes, including with creditors, in ways that we may not otherwise have agreed to outside of Receivership, or otherwise be subject to reorganization or liquidation.regulations;

On● ~~July~~result ~~28,~~in ~~2023,~~the anunauthorized ~~Eastern~~access ~~District~~to, ofand ~~New York Magistrate Judge issued a R&R~~destruction, ~~recommending that the EDNY Court grant the SEC’s Receivership Application (i.e.~~loss, ~~convert the monitorship to a receivership)~~theft, ~~including~~misappropriation ~~the~~or ~~imposition~~release of, aproprietary, ~~litigation~~confidential, ~~injunction.~~sensitive ~~The~~or ~~Magistrate~~otherwise ~~Judge~~valuable ~~further~~information ~~recommended~~of ~~that~~ours ~~Mr. Gentile’s Rule 60(b) Motion be denied as moot,~~ or ~~alternatively~~others, ~~that~~which itothers becould ~~denied~~use asto ~~procedurally~~compete ~~improper.~~against ~~Mr.~~us ~~Gentile’s~~or ~~and~~which ~~Mr.~~could ~~Schneider’s~~expose ~~objections~~us to ~~the~~damage ~~Report~~claims ~~and~~by ~~Recommendation,~~third-parties ~~and~~for ~~all responses thereto~~disruptive, ~~were~~destructive ~~filed~~or ~~with~~otherwise ~~the~~harmful ~~EDNY~~purposes ~~Court~~and ~~as of September 29, 2023.~~outcomes;

On● ~~December~~require 7,significant ~~2023,~~management ~~the~~attention ~~EDNY Court issued an Order, granting the SEC’s Receivership Application~~ and ~~adopting~~resources ~~the Receivership Order. On December 12, 2023, Mr. Gentile and Mr. Schneider filed notice of appeal with the EDNY Court of the Receivership Order, along with an Application for Order~~ to ~~Show~~remedy ~~Cause~~any todamages the EDNY Court to stay the Receivership Order pending resolution of Mr. Gentile’s and Mr. Schneider’s appeal to the Second Circuit. On December 14, 2023, the EDNY Court denied the Order to Show Cause, but exercised its discretion to grant a temporary stay of the Receivership Order to allow Mr. Gentile and another defendant to seek a stay pending appeal of the Receivership Order from the Second Circuit. On December 21, 2023, Mr. Gentile and Mr. Schneider timely filed their motion for a stay pending appeal with the Second Circuit. The parties to the appeal have agreed to an expedited briefing schedule, which as of this filing is set to be completed on April 12, 2024. If the Receivership Order is affirmed on appeal, the receiver would assume the power to operate and manage the business but would have the power to authorize or delegate said power to others, including the current management team at GPB. Under the Receivership, we may be subject to, among other things, closer monitoring of our day-to-day activities and books and records than under the current Monitorship. We may also be prohibited from making certain investments or undertaking activities that weresult; ~~would have otherwise pursued, may be required to settle certain disputes (including disputes with creditors),~~ or ~~otherwise may be subject to reorganization or liquidation. This may also impact our estimates regarding costs expected to be incurred during the liquidation process.~~

~~Expenses~~● ~~related~~subject us to ~~GPB~~claims ~~and~~for ~~Highline~~breach ~~are~~of ~~significant~~contract, ~~and~~damages, ~~may~~credits, ~~deplete~~penalties ~~net~~or ~~assets~~termination ~~available~~of ~~for~~leases ~~distribution~~or toother ~~our Limited Partners~~agreements.

GPB is entitled to receive the “Managerial Assistance Fee” described herein regardless of whether we or any of our dealerships operated or were sold at a profit. Similarly, we are obligated to reimburse GPB for the portion of the total compensation of GPB’s officers and employees relating to the time such officers or employees provide “In-House Services” or “Operations Support Services” as defined in the PPM to the Partnership or our dealerships regardless of whether we or any of our dealerships operated or were sold at a profit. In addition to the fees paid to GPB, Highline is paid an operation service provider (“OSP”) fee for services provided to the Partnership.

Any or all of the foregoing could have a material adverse effect on our ability to successfully execute the execution of the Receivership Order and could reduce the amount and timing of distributions, if any, to the Limited Partners.

Breaches in our data security systems or in systems used by our vendor partners, including cyber-attacks or unauthorized data distribution by employees or affiliated vendors, or disruptions to access and connectivity of our information systems could impact our operations or result in the loss or misuse of proprietary information.

Our information technology systems are important for efficiently managing the liquidation and winding down of our operations, as well as overseeing and managing our remaining assets. We rely on information systems to effectively prepare our consolidated financial and operating data. Our facilities and systems, and those of any third-party service providers, could be vulnerable to security breaches, ransomware, computer viruses, lost or misplaced data, programming errors, human errors, acts of vandalism, or other events. The failure of information systems to perform as designed, the failure to maintain and enhance or protect the integrity of these systems or any security breach or event resulting in the misappropriation, loss, or other unauthorized disclosure of confidential information, whether by us directly or any third-party service providers, could expose us to the risks of litigation and liability, disrupt our liquidation and winding down process, expose us to third-party claims, result in adverse publicity or otherwise adversely affect our financial reporting.

We are subject to privacy, data use and data security regulations, which impact the way we use and handle data. In addition, regulators are proposing and adopting new laws or regulations that could require us to adopt certain cyber security and data handling practices. The changing privacy laws create new individual privacy rights and impose increased obligations on companies handling personal data.

We collect, process, and retain personally identifiable information regarding the Limited Partners and vendors in the normal course of our business. Our internal and third-party systems are subject to risk from hackers or other individuals with malicious intent to gain unauthorized access to our systems. Cyber-attacks are growing in number and sophistication, thus presenting an ongoing threat to systems, whether internal or external, used to operate the business in which we historically operated. Previously, we invested in reasonable commercial security technology to protect our data and business processes against certain of these risks. We also purchase insurance to mitigate the potential financial impact of certain of these risks. Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, human errors, acts of vandalism, or other events. Any security breach or event resulting in the misappropriation, loss, or other unauthorized disclosure of confidential information, or degradation of services provided by critical business systems, whether by us directly or our third-party service providers, could adversely affect our implementation of the Receivership Order, primarily, the liquidation and winding down process. We could also experience other financial impacts resulting from investigations, litigation, or imposition of penalties or other means.

Table of Contents

~~There~~RISKS ~~are~~RELATED ~~potential~~TO ~~conflicts~~THE ofMANAGEMENT ~~interest~~OF ~~between~~THE ~~GPB and its affiliates and the Partnership that could impact our returns.~~PARTNERSHIP

~~GPB~~We ~~and~~rely ~~its~~on ~~affiliates~~Highline, ~~their~~GPB ~~directors, officers, employees~~ and ~~agents~~its ~~and~~affiliates ~~entities in which the foregoing persons have an ownership interest, which collectively, including GPB, are referred~~ to ~~herein~~manage ~~as “Related Parties,” may have actual or potential conflicts of interest in connection with~~ our activities and acquisitions. GPB typically places certain restrictions on the Partnership entering into a transaction in which a Related Party has a financial interest (referred to herein as an “Interested Transaction”). GPB has policies and procedures in place for addressing Interested Transactionsoperations, ~~which~~including ~~typically include a review of~~ the ~~transaction~~winding ~~and~~down ~~associated documents by GPB’s Chief Compliance Officer and/or the Chief Compliance Officer’s delegate(s)~~thereof. These Interested Transaction procedures do not, however, assure that all conflict of interest transactions and relationships involving the Partnership will receive independent review or that all conflicts will be effectively remediated in transactions that are reviewed.

The Partnership’s ~~fee~~is ~~structure~~dependent upon the efforts and ~~expense~~experience ~~reimbursement~~of ~~policies~~Highline, ~~also~~GPB ~~give~~and ~~rise~~its affiliates to ~~conflicts~~assist in the management, under the supervision and direction of ~~interest~~the ~~between~~Receiver, of the Partnership, ~~and~~including the ~~Related~~winding ~~Parties~~down thereof. ~~Because~~Various employees of GPB isand ~~entitled~~Highline provide services to bethe ~~reimbursed~~Partnership, ~~for~~which ~~In-House~~are ~~Services~~in ~~and~~addition ~~Operations~~to ~~Support~~and ~~Services,~~separate from GPB’s ~~could~~services ~~assign~~as ~~internal~~General ~~personnel~~Partner of the Partnership. There can be no assurance that such employees will continue to provide ~~more~~ services to GPB or will continue to function on the Partnership’s ~~than~~behalf. ~~are~~The ~~necessary~~future inloss ~~order~~of toemployees ~~defray~~of ~~its~~key ~~internal~~employees ~~compensation~~of ~~expenses~~GPB or ~~allocate~~Highline anproviding ~~excessive~~services ~~portion~~to ofthe ~~such~~Partnership ~~expenses~~could tohave an adverse effect on the Partnership.

Limited Partners have very limited rights to vote or to remove the General Partner.

Limited Partners are not entitled to participate in operating the Partnership’s business, and have only limited voting and consent rights on matters affecting our business. The Limited Partners may only remove GPB upon the occurrence of certain events, such as if a court of competent jurisdiction has entered a final, non-appealable judgment finding GPB liable for actual fraud or willful misconduct in its capacity as our General Partner, in which case the vote of unaffiliated holders of at least 20% of the Units is required to remove the General Partner. There is also a limited ability of Limited Partners to call meetings or to acquire information about our operations. As a result of these provisions, Limited Partners have very little ability to influence the Partnership’s operating results and may not remove GPB as our General Partner because Limited Partners believe that it is poorly managing our business.

RISKS RELATED TO CURRENT ECONOMIC AND MARKET CONDITIONS

In general, capital markets may experience periods of disruption and instability and we cannot predict when these conditions will occur. Such market conditions could materially and adversely affect debt and equity capital markets in the United States and abroad, which could have a negative impact on our business, financial condition and results of operations.

Adverse developments affecting financial institutions, companies in the financial services industry or the financial services industry generally, such as actual events or concerns involving liquidity, defaults or non-performance, could adversely affect our business, financial condition, results of operations and liquidity.

Actual events involving limited liquidity, defaults, non-performance or other adverse developments that affect financial institutions or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems. On March 12, 2023, Signature Bank, the Partnerships primary banking relationship, was closed by the New York State Department of Financial Services, which appointed the Federal Deposit Insurance Corporation, or the FDIC, as Signature Bank’s receiver. Subsequent to March 12, 2023, GPB began the process of reducing the Partnership’s exposure to Signature Bank. As of the date of this filing, the Partnership’s exposure to Signature Bank is considered by management to not be material to the Partnership.

Although a statement by the U.S. Department of the Treasury, the Federal Reserve and the FDIC stated that all depositors of Signature Bank would have access to all of their money after only one business day following the date of closure and we and other depositors with Signature Bank received such access on March 13, 2023, uncertainty and liquidity concerns in the broader financial services industry remain. On March 19, 2023 Signature Bank’s assets were acquired by Flagstar Bank, N.A. Nonetheless, GPB has secured banking relationships with larger banking institutions. Inflation and rapid increases in interest rates have led to a decline in the trading value of previously issued government securities with interest rates below current market interest rates. The U.S. Department of Treasury, FDIC and Federal Reserve Board have announced a program to provide up to $25 billion of loans to financial institutions secured by such government securities held by financial institutions to mitigate the risk of potential losses on the sale of such instruments. However, widespread demands for customer withdrawals or other needs of financial institutions for immediate liquidity may exceed the capacity of such program. There is no guarantee that the U.S. Department of Treasury, FDIC and Federal Reserve Board will provide access to uninsured funds in the future in the event of the closure of other banks or financial institutions in a timely fashion or at all.

Table of Contents

Our access to our cash, cash equivalents, and investments, in amounts adequate to finance our plan of liquidation could be significantly impaired by the financial institutions with which we have arrangements. Any material decline in our ability to access our cash, cash equivalents, and investments could adversely impact our ability to meet certain steps in our plan of liquidation, pay distributions, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws, among other things, any of which could have material adverse impacts on the amount of total net assets in liquidation.

RISKS RELATED TO THE UNITS

Our corporate transfer book is currently closed and any attempted third-party transfer, sale, pledge or assignment of our Class A and Class A-1 Units will not be recognized, and accordingly, our Class A and Class A-1 Units are illiquid, have no public market, and ~~are~~our ~~generally~~Limited ~~transferable~~Partners’ ~~only~~primary ~~with~~source of liquidity is the ~~consent~~implementation of the ~~General~~Receivership ~~Partner~~Order. ~~Redemptions~~As ofwe ~~the~~continue ~~Units~~to ~~are~~facilitate ata ~~the~~distribution ~~discretion~~plan ofunder the ~~General~~Receivership ~~Partner~~Order, ~~and~~any ~~have~~amendments ~~been~~to ~~suspended~~this policy will be posted by the Receiver.

~~Our~~Outside ~~Units~~of ~~are~~certain ~~not~~limited ~~listed~~contexts, onsuch ~~any~~as ~~securities~~permitted ~~exchange~~transfers orupon ~~interdealer~~death ~~quotation~~and ~~system~~certain ~~and~~litigation ~~there~~settlements, isour nocorporate ~~intention~~transfer tobook ~~seek~~is ~~such~~closed aand ~~listing.~~we ~~There~~prohibit isrecording notransfers ~~established~~of ~~market~~our ~~for~~Class ~~the~~A and Class A-1 Units. ~~Transfers~~Class ofA ~~Units~~and ~~are~~Class ~~permitted~~A-1 ~~under~~were ~~the~~not ~~LPA~~transferable, ~~only~~saleable, ~~with~~pledgeable, ~~the~~or ~~consent~~assignable ofon the ~~General~~Partnership’s ~~Partner~~books. ~~The~~Our Units ~~have~~are not ~~been~~listed ~~registered~~on ~~under~~any ~~the~~securities ~~1933~~exchange ~~Act~~ or ~~applicable~~interdealer ~~state~~quotation ~~“Blue~~system ~~Sky” securities laws~~ and ~~cannot~~there beis ~~sold~~no ~~unless~~intention ~~they~~to ~~are~~seek ~~subsequently registered or an exemption from~~ such ~~registration~~a ~~is available~~listing. The absence of a market for the Units means that there is anno ~~extremely limited~~ opportunity ~~for a Limited Partner~~ to sell ~~its~~your Units. Units should be viewed solely as long-term, illiquid investments. Accordingly, Limited Partners should be prepared to hold their investments in us for the long-term with the expectation that any returns will be realized only from the ~~effective~~implementation ~~execution~~ of the ~~Plan~~plan of ~~Liquidation~~distribution.

Although the LPA contains provisions for limited redemptions of Units, redemptions are at the General Partner’s sole discretion and are subject to notice requirements and other limitations set forth in the LPA. The General Partner has suspended all redemptions and there can be no assurance as to whether or when voluntary redemptions will resume. Unitholders must bear the economic risk of their investments for an indefinite period of time.

Limited Partners may be subject to filing requirements and may be subject to short-swing profits under the Exchange Act as a result of an investment in us. It can be burdensome to comply with filing requirements.

Because our Units are registered under the Exchange Act, ownership information for any person who beneficially owns 5% or more of our Units must be disclosed in a Schedule 13D or other filings with the SEC. Beneficial ownership for these purposes is determined in accordance with the rules of the SEC, and includes having voting or investment power over the securities. Although we will provide in our annual financial statements the amount of outstanding Units and our Limited Partners’ Units, the responsibility for determining the filing obligation and preparing the filing remains with the Limited Partner. In addition, owners of 10% or more of our Units are subject to reporting obligations under Section 16(a) of the Exchange Act.

Investors who hold 10% or more of a class or series of our Units may be subject to Section 16(b) of the Exchange Act, which recaptures for the benefit of the issuer profits from the purchase and sale of securities registered under the Exchange Act within a six-month period.

Investments in our Units may have adverse tax consequences.

With limited exceptions designed to meet the needs of U.S. tax exempt investors and certain non -U.S. investors, the Partnership generally expects to be treated as a partnership for U.S. federal income tax purposes. Each Limited Partner, in determining its U.S. federal income tax liability, will take into account its allocable share of the Partnership’s income, gain, loss, deduction and credits, without regard to whether it has received distributions from the Partnership. The Partnership anticipates that it may incur income that would be treated as unrelated business taxable income ~~(“UBTI”)~~ under Sections 512 and 514 of the Internal Revenue Code of 1986, as amended ~~(the “IRC”)~~. Accordingly, ~~Limited~~Unitholders ~~Partners~~ that are tax exempt entities, including qualified retirement plans (stock, bonus, pension, or profit -sharing plans described in IRC§401(a)) and individual retirement accounts (“IRAs”), are urged to consult their tax advisors concerning the U.S. Federal, state and local income and other tax consequences that may result from antheir investment in the Partnership.

Item 1B. Unresolved Staff Comments

None.

Table of Contents

Item 1C. Cybersecurity

As previously discussed in “Item 1. Business” the Partnership is managed by GPB, through its affiliation with Highline under supervision and direction of the Receiver. Among the services provided to the Partnership under the MSA is a cybersecurity risk management program designed to identify, assess, manage, mitigate, and respond to cybersecurity threats. This program iswas integrated within the Partnership’s enterprise risk management system as administered and overseen by Highline under supervision and direction of the Receiver and addresses the corporate information technology environment.

The underlying controls of the cyber risk management program that the Partnership currently has in place are based on recognized best practices and standards for cybersecurity and information technology, including the International Organization Standardization (“ISO”) 27001 Information Security Management System Requirements.

Highline partners with leading cybersecurity companies and organizations, leveraging third-party technology and expertise, including secure cloud storage solutions, firewalls and monitoring software. Highline engages with these partners and their technology to monitor and maintain the performance and effectiveness of its corporate information environment. 14

Table of Contents

Highline partners with cybersecurity companies and organizations, leveraging third-party technology and expertise, including secure cloud storage solutions, firewalls and monitoring software. Highline engages with these partners and their technology to monitor and maintain the performance and effectiveness of its corporate information environment.

Highline has a dedicated specialist who oversees Highline’s cybersecurity efforts on behalf of all of its clients. This specialist is responsible for assessing and managing Highline’s cyber risk management program, informs senior management regarding the prevention, detection, mitigation, and remediation of cybersecurity incidents and supervises such efforts. The cybersecurity specialist has experience selecting, deploying, and operating cybersecurity technologies, initiatives, and processes around the world, and relies on threat intelligence as well as other information obtained from governmental, public or private sources, including external consultants engaged by Highline.

The ~~Board~~Receiver currently oversees the Partnership’s cybersecurity risk exposures and the steps taken by management to monitor and mitigate cybersecurity risks. ~~The~~Highline’s cybersecurity specialist briefs the ~~CEO~~Chief Executive Officer, who presents to the ~~Board~~Receiver ~~annually,~~as necessary on the effectiveness of the Partnership’s cyber risk management program and any potential cybersecurity threats. ~~Cybersecurity risks are reviewed by the Board, at least annually, as part of Highline’s corporate risk mapping exercise.~~

The Partnership faces risks from cybersecurity threats that could have aan ~~material~~ adverse effect on its ~~business,~~implementation ~~financial~~of ~~condition~~the Receivership Order, ~~results~~including ofliquidation ~~operations~~and winding down, ~~cash~~as ~~flows~~well oras ~~reputation~~its financial reporting. The Partnership has experienced, and ~~will~~may continue to experience, cyber incidents in the normal course of its business. However, prior cybersecurity incidents have not ~~had~~been adetermined ~~material~~to ~~adverse~~have ~~effect~~been onmaterial to the Partnership’s business, financial condition, results of operations, or cash flows. See “Item 1A. Risk Factors – Risks Related to the Partnership and ~~Plan~~Receivership ofOrder”. ~~Liquidation –~~ Breaches in our data security systems or in systems used by our vendor partners, including cyber-attacks or unauthorized data distribution by employees or affiliated vendors, or disruptions to access and connectivity of our information systems could impact our operations or result in the loss or misuse of customers’ proprietary information” for more information about the cybersecurity risks the Partnership faces.

Item 2. Properties

As of December 31, ~~2023~~2024, we owned one property. This property is located in New York. The property consists primarily of an automotive showroom, service facility, supply facility, storage lot, parking lot and office.

Item 3. Legal Proceedings

~~We,~~For ~~our~~discussion ~~General~~of ~~Partner, and~~ our ~~former~~legal ~~dealerships are involved in a number of regulatory, litigation, arbitration and other~~ proceedings ~~or investigations~~, ~~many~~refer ~~of which expose us~~ to ~~potential~~“Note ~~financial loss~~11. WeCommitments ~~are~~and ~~advancing~~Contingencies” ~~funds,~~within ~~pursuant~~our toNotes ~~indemnification clauses in the LPA,~~ to ~~officers, directors and representatives of~~ the ~~dealerships,~~Consolidated asFinancial ~~well as GPB, its principals, representatives, and affiliates, for any costs they may incur in connection with their legal defense of such disputes as required by various agreements or governing law~~Statements. ~~Any advancement of funds does not cover any potential future outcomes or settlements that result from these disputes.~~

We establish reserves or escrows for legal actions when potential losses associated with the actions become probable and the costs can be reasonably estimated. The actual costs of resolving legal actions may be substantially higher or lower than the amounts reserved or placed in escrow for those actions. Distributions may be delayed or withheld until such reserves are no longer needed or the escrow period expires. If liabilities exceed the amounts reserved or placed in escrow, Limited Partners may need to fund the difference by refunding some or all distributions previously received. During the years ended December 31, 2023 and 2022, GPB increased the

Table of Contents

estimated legal indemnification costs expected to be paid during the liquidation term resulting in an increase in the liability for estimated costs in excess of estimated receipts during liquidation of $22.5 million and $12.3 million, respectively. Legal indemnification expenses paid during the years ended December 31, 2023 and 2022, were $14.2 million and $5.0 million, respectively, and reduced the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets in Liquidation by a corresponding amount. In 2021, the Partnership expensed $4.0 million of legal indemnification expenses recorded in selling, general and administrative expenses in the Consolidated Statements of Operations.

With respect to all significant litigation and regulatory matters facing us, our General Partner, and our dealerships, we have considered the likelihood of an adverse outcome. It is possible that we could incur losses pertaining to these matters that may have a material adverse effect on our operational results, financial condition or liquidity in any future reporting period. We understand that the General Partner is currently paying legal costs associated with these actions for itself and certain indemnified parties. The Partnership expects to provide partial, or in many cases complete, reimbursement to the General Partner as required by various agreements or governing law.

Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. We record a liability when we believe that it is probable a loss will be incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, if any, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgement is required to determine both the likelihood of there being and the estimated amount of a loss related to such matters. Under the liquidation basis of accounting pursuant to ASC 205-30, we continue to evaluate these legal matters and potential future losses in accordance with FASB ASC 450, Contingencies.

Regulatory and Governmental Matters

GPB and certain of its principals and affiliates face various regulatory and governmental matters. GPB seeks to comply with all laws, rules, regulations and investigations into any potential or alleged violation of law. In such situations where GPB disagrees with the Government’s allegations made against it, GPB intends to vigorously defend itself in court. These matters could have a material adverse effect on GPB and/or the Partnership’s net assets in liquidation.

Federal Matters

On February 4, 2021, the SEC filed the SEC Action against GPB, Ascendant, AAS, David Gentile, Jeffry Schneider and Jeffrey Lash in the EDNY Court. No GPB-managed partnership is a named defendant in the SEC Action. The SEC Action alleges several violations of the federal securities laws, including securities fraud. The SEC is seeking disgorgement and civil monetary penalties, among other remedies.

Also, on February 4, 2021, the USAO brought the Criminal Case against Mr. Gentile, Mr. Schneider, and Mr. Lash. The indictment in the Criminal Case alleges conspiracy to commit securities fraud, conspiracy to commit wire fraud, and securities fraud against all three individuals. Mr. Gentile and Mr. Lash were also charged with two counts of wire fraud. We understand that the USAO intends to seek criminal forfeiture. Mr. Gentile resigned from all management and board positions with GPB and Highline, and the GPB-managed funds, including the Partnership, and subsidiaries of the Partnership, promptly following his indictment. In a status conference held on April 17, 2023, the judge in the Criminal Case scheduled the trial for June 3, 2024. On June 6, 2023, Mr. Lash pled guilty to one count of wire fraud in the Criminal Case pursuant to a plea agreement. Mr. Lash’s sentencing was originally scheduled for April 4, 2024. This has been postponed to a future undetermined date.

Appointment of Monitor and Application for Receivership

On February 11, 2021, the EDNY Court in the SEC Action appointed the Monitor over GPB until further order of the Court. The EDNY Court appointed the Monitor in response to a request from the SEC, which asserted that the Monitor was necessary to protect investors in light of the alleged misconduct of GPB Capital’s former CEO, David Gentile. In the Complaint, in the SEC Action, the SEC alleged that Mr. Gentile, as the owner and then-CEO of GPB Capital, along with Jeffry Schneider, the owner of Ascendant, GPB’s placement agent, lied to investors about the source of money used to make 8% annualized distribution payments to investors. According to the SEC, Mr. Gentile and others allegedly told investors that the distribution payments were paid exclusively with monies generated by GPB portfolio companies, but as alleged, GPB actually used investor money to pay portions of the annualized 8% distributions. The Complaint further contains allegations that Mr. Gentile and others manipulated financial statements of certain limited partnership funds

Table of Contents

that GPB manages to perpetuate the deception by giving the false appearance that the funds’ income was closer to generating sufficient income to cover the distribution payments than it actually was. Moreover, the Complaint alleges that Mr. Gentile engaged in undisclosed self-dealing, including by omitting from investor communications certain conflicts of interest and fees and other compensation that he received, totaling approximately $8.0 million.

In support of the Monitor Order, the SEC contended that the Monitor would provide assurances to investors, GPB’s counterparties, and the public that an unbiased and qualified person who was not beholden to Mr. Gentile would be vetting any significant transactions or decisions, and looking out for the best interests of investors. Accordingly, pursuant to the Monitor Order, GPB shall (i) grant the Monitor access to all non-privileged books, records and account statements for the GPB-managed funds, including the Partnership, as well as their portfolio companies; and (ii) cooperate fully with requests by the Monitor reasonably calculated to fulfill the Monitor’s duties.

The Monitor Order provides that the Monitor will remain in place until terminated by order of the EDNY Court, and grants the Monitor the authority to approve or disapprove proposed material corporate transactions by GPB, the Partnership and its subsidiaries, extensions of credit by them outside the ordinary course of business, decisions to make distributions to the Limited Partners of the Partnership, or any decision to file any bankruptcy or receiver petition for any of them, among other actions. The Monitor is not required to approve the issuance of the Form 10-K, nor has management sought or obtained approval from the Monitor.

On April 14, 2021, the EDNY Court entered the Amended Monitor Order, which provides that, in addition to the SEC and GPB, certain State regulators will receive access to the periodic reports filed by the Monitor pursuant to the Amended Monitor Order.

On May 31, 2022, Mr. Gentile filed a motion in the SEC Action to modify the Amended Monitor Order pursuant to Rule 60(b) Motion. In his Rule 60(b) Motion, Mr. Gentile sought a court order to, among other things, (i) narrow the scope of the Monitor’s responsibilities; and (ii) direct the Monitor to ensure that GPB does not sell or otherwise dispose of assets or portfolio companies that the Partnership owns before the completion of a “strategic assessment” to be conducted by three managers Mr. Gentile purported to appointed to GPB on May 27, 2022. On that same day, May 31, 2022, the Monitor notified Mr. Gentile and GPB that Mr. Gentile’s purported appointment of three new managers to GPB without Monitor approval was in violation of the Amended Monitor Order. Mr. Gentile and GPB were, at that time, given ten (10) business days to cure the violation of the Amended Monitor Order. The cure period has expired without any steps having been taken to comply with the Monitor’s notification of violation of the Amended Monitor Order.

On June 13, 2022, the SEC filed by order to show cause in the SEC Action an application and order to (i) convert the existing Monitorship over GPB and the GPB-managed funds to a Receivership, and appoint the Monitor, Joseph T. Gardemal III, as Receiver; and (ii) impose a litigation injunction on cases filed against GPB and the GPB-managed funds. The Receivership Application and the Proposed Order Appointing Receiver and Imposing Litigation Injunction were filed with the EDNY Court with the consent of GPB’s management.

The Receivership Application seeks appointment of Mr. Gardemal as Receiver in order to, in part, streamline the process by which GPB and the GPB-managed funds liquidate remaining portfolio company assets and distribute money to Limited Partners, subject to the EDNY Court’s supervision. The Proposed Order would grant to Mr. Gardemal, generally, all powers and authorities previously possessed by the entities subject to the Proposed Order, as well as the powers possessed by the officers, directors, managers and others previously in charge of those entities, and permits him to, among other things, take all such actions necessary to preserve receivership assets.

Additionally, the Receivership Application includes a proposed stay of all Federal and State actions (as well as any arbitrations) presently pending against GPB and the GPB-managed funds or to be filed in the future, and provides for a centralized claims process in the EDNY Court for GPB Limited Partners to prevent potentially disparate actions in different courts that could negatively impact the assets proposed to be subject to the EDNY Court’s jurisdiction and control.

On July 28, 2023, an Eastern District of New York Magistrate Judge issued a R&R, recommending that the EDNY Court grant the SEC’s Receivership Application (i.e., convert the monitorship to a receivership), including the imposition of a litigation injunction. The Magistrate Judge further recommended that Mr. Gentile’s Rule 60(b) Motion be denied as moot, or alternatively, that it be denied as procedurally improper. Mr. Gentile’s and Mr. Schneider’s objections to the Report and Recommendation, and all responses thereto, were filed with the EDNY Court as of September 29, 2023.

On December 7, 2023, the EDNY Court issued an Order, granting the SEC’s Receivership Application and adopting the Receivership Order. On December 12, 2023, Mr. Gentile and Mr. Schneider filed notice of appeal with the EDNY Court of the Receivership Order,

Table of Contents

along with an Application for Order to Show Cause to the EDNY Court to stay the Receivership Order pending resolution of Mr. Gentile’s and Mr. Schneider’s appeal to the Second Circuit. On December 14, 2023, the EDNY Court denied the Order to Show Cause, but exercised its discretion to grant a temporary stay of the Receivership Order to allow Mr. Gentile and another defendant to seek a stay pending appeal of the Receivership Order from the Second Circuit. On December 21, 2023, Mr. Gentile and Mr. Schneider timely filed their motion for a stay pending appeal with the Second Circuit. The parties to the appeal have agreed to an expedited briefing schedule, which as of this filing is set to be completed on April 12, 2024. If the Receivership Order is affirmed on appeal, the receiver would assume the power to operate and manage the business but would have the power to authorize or delegate said power to others, including the current management team at GPB. Under the Receivership, we may be subject to, among other things, closer monitoring of our day-to-day activities and books and records than under the current Monitorship. We may also be prohibited from making certain investments or undertaking activities that we would have otherwise pursued, may be required to settle certain disputes (including disputes with creditors), or otherwise may be subject to reorganization or liquidation. This may also impact our estimates regarding costs expected to be incurred during the liquidation process.

State Matters

On May 27, 2020, Massachusetts filed an Administrative Complaint against GPB for alleged violations of the Massachusetts Uniform Securities Act. No GPB-managed fund is a named defendant. The complaint alleges, among other things, that the offering documents for several GPB-managed funds, including the Partnership, included material misstatements or omissions. Massachusetts is seeking both monetary and administrative relief, including disgorgement and rescission to Massachusetts residents who purchased the GPB-managed funds. This matter is currently stayed, pending resolution of the Criminal Case.

On February 4, 2021, the seven State securities regulators each filed suit against GPB. No GPB-managed fund is a named defendant in any of the suits. Several of the suits also named Ascendant, AAS, Mr. Gentile, Mr. Schneider, and Mr. Lash as defendants. The States’ lawsuits allege, among other things, that the offering documents for several GPB-managed funds, including the Partnership, included material misstatements and omissions. The States are seeking both monetary and administrative relief, including disgorgement and rescission. The cases brought by the States have been stayed pending the conclusion of the related Criminal Case. The State of New Jersey has voluntarily dismissed its case, without prejudice to re-file it following the conclusion of the Criminal Case.

Actions Asserted Against GPB and Others, Not Including the Partnership

Ismo J. Ranssi, derivatively on behalf of Armada Waste Management, LP, v. GPB Capital Holdings, LLC, et al. (New York Supreme Court, New York County, Index No. 654059/2020)

In August 2020, plaintiffs filed a derivative action against GPB, Ascendant, AAS, Axiom, David Gentile, Mark D. Martino, and Jeffry Schneider in New York Supreme Court. GPB Waste Management, LP is named as a nominal defendant. The Partnership is not a named defendant. The Complaint alleges, among other things, that the offering documents for certain GPB managed funds include material misstatements and omissions. Plaintiffs bring causes of action against GPB for breach of fiduciary duty, breach of contract, unjust enrichment, and an equitable accounting, and against all other defendants for breach of fiduciary duty and aiding and abetting breach of fiduciary duty, and unjust enrichment. The plaintiffs seek a declaration from the Court that defendants breached duties owed to them, and that defendants must indemnify GPB Waste Management, LP for costs in connection with the suit. Plaintiffs also seek unspecified damages and an equitable accounting, and an Order that defendants disgorge all fees obtained through the sale of GPB Waste Management, LP “securities”. Any potential losses associated with this matter cannot be estimated at this time.

Galen G. Miller and E. Ruth Miller, derivatively on behalf of GPB Holdings II, LP, v. GPB Capital Holdings, LLC, et al. (New York Supreme Court, New York County, Index No. 656982/2019)

In November 2019, plaintiffs filed a derivative action against GPB, Ascendant, AAS, Axiom, Michael Cohn, Steven Frangioni, David Gentile, William Jacoby, Minchung Kgil, Mark D. Martino, and Jeffry Schneider in New York Supreme Court, New York County. The Partnership was named only as a nominal defendant. An Amended Complaint was filed on or about March 2, 2020, alleging, among other things, that the offering documents for certain GPB-managed funds include material misstatements and omissions. The Amended Complaint alleges causes of action for breach of fiduciary duty against all defendants; aiding and abetting breach of fiduciary duty against Ascendant, AAS, Axiom and Mr. Martino; breach of contract against GPB; unjust enrichment against all defendants; and an equitable accounting against GPB. The plaintiffs are seeking disgorgement of alleged unjust enrichment, unspecified damages as a result

Table of Contents

of alleged wrongful acts, costs of the action, and an equitable accounting. Any potential losses associated with this matter cannot be estimated at this time.

Actions Asserted Against GPB and Others, Including the Partnership

For all matters below in which the Partnership is a defendant and where the partnership disagrees with the allegations against it, we intend to vigorously defend against the allegations, however no assurances can be given that we will be successful.

John Thomas Alberto, et al. v. GPB Capital Holdings, LLC, GPB Automotive Portfolio, LP, GPB Cold Storage, LP, GPB Holdings, LP, GPB Holdings Qualified, LP, GPB Holdings II, LP, GPB Holdings III, LP, GPB NYC Development, LP, GPB Waste Management, LP, Ascendant Capital, LLC, Alternative Strategies, LLC, Axiom Capital Management, Inc., DJ Partners, MR Ranger, LLC, David Gentile, Jeffry Schneider, Jeffrey Lash, Mark Martino, and DOES 1-50 (New York Supreme Court, New York County, Index No. 651143/2023)

In March 2023, plaintiffs filed an action in New York Supreme Court against the above-named defendants, alleging, inter alia, breaches of contract, breaches of fiduciary duty, constructive fraud, conspiracy to commit fraud, negligent misrepresentation, unjust enrichment, and violations of New York General Business Laws. Defendants were not served with the complaint until June 2023. Plaintiffs are seeking compensatory, punitive, and exemplary damages, restitution, rescission, and an equitable accounting. Any potential losses associated with this matter cannot be estimated at this time.

Michael Peirce, derivatively on behalf of GPB Automotive Portfolio, LP v. GPB Capital Holdings, LLC, Ascendant Capital, LLC, Ascendant Alternative Strategies, LLC, Axiom Capital Management, Inc., Steven Frangioni, David Gentile, William Jacoby, Minchung Kgil, Mark D. Martino and Jeffry Schneider, -and- GPB Automotive Portfolio, LP, Nominal Defendant (New York Supreme Court, New York County, Case No. 652858/2020)

In July 2020, plaintiff filed a derivative action in New York Supreme Court against GPB, Ascendant, AAS, Axiom, Steve Frangioni, David Gentile, William Jacoby, Minchung Kgil, Mark Martino, and Jeffry Schneider. The Complaint alleges various breaches of fiduciary duty and/or aiding and abetting the breaches of fiduciary duty against all defendants, breach of contract against GPB, unjust enrichment, and an equitable accounting. Plaintiffs are seeking declaratory relief, disgorgement, restitution, an equitable accounting, and unspecified damages. Any potential losses associated with this matter cannot be estimated at this time.

Alfredo J. Martinez, et al. v. GPB Capital Holdings, LLC (Delaware Chancery Court, Case No. 2019-1005)

In December 2019, plaintiffs filed a civil action in Delaware Court of Chancery to compel inspection books and records from GPB, as General Partner, and from the Partnership, GPB Holdings I, GPB Holdings II, and GPB Waste Management. In June 2020, the court dismissed plaintiffs’ books and records request, but allowed a contract claim for specific performance to proceed as a plenary action. The plaintiffs are seeking unspecified damages and penalties. Any potential losses associated with this matter cannot be estimated at this time.

Alfredo J. Martinez and HighTower Advisors v. GPB Capital Holdings, LLC, et al. (Delaware Chancery Court, Case No. 2020-0545)

In July 2020, plaintiff filed a complaint against GPB, Armada Waste Management GP, LLC, Armada Waste Management, LP, the Partnership, GPB Holdings II, LP, and GPB Holdings, LP in the Delaware Court of Chancery to compel inspection of GPB’s books and records based upon specious and unsubstantiated allegations regarding alleged fraudulent activity, mismanagement, and breaches of fiduciary duty. The plaintiffs are seeking an order compelling GPB to permit inspection of documents related to Armada Waste, as well as for costs and fees. Any potential losses associated with this matter cannot be estimated at this time.

In re: GPB Capital Holdings, LLC Litigation (formerly, Adam Younker, Dennis and Cheryl Schneider, Elizabeth Plaza, and Plaza Professional Center Inc. PFT Sharing v. GPB Capital Holdings, LLC, et al. and Peter G. Golder, individually and on behalf of all others similarly situated, v. GPB Capital Holdings, LLC, et al. (New York Supreme Court, New York County, Case No. 157679/2019)

In May 2020, plaintiffs filed a consolidated class action complaint in New York Supreme Court, New York County against GPB, GPB Holdings, GPB Holdings II, GPB Holdings III, the Partnership, GPB Cold Storage, GPB Waste Management, David Gentile, Jeffrey

Table of Contents

Lash, Macrina Kgil, a/k/a Minchung Kgil, William Edward Jacoby, Scott Naugle, Jeffry Schneider, AAS, Ascendant, and Axiom Capital Management. The Complaint alleges, among other things, that the offering documents for certain GPB-managed funds, include material misstatements and omissions. The plaintiffs are seeking disgorgement, unspecified damages, and other equitable relief. Any potential losses associated with this matter cannot be estimated at this time.

Phillip J. Cadez, et al. v. GPB Capital Holdings, LLC, et al. (Delaware Chancery Court, Case No. 2020-0402)

In May 2020, plaintiffs filed a derivative action in Delaware Court of Chancery against GPB, David Gentile, Jeffrey Lash, and Jeffry Schneider. The complaint also names GPB Holdings, LP, and the Partnership as nominal defendants. Previously, plaintiffs had filed a complaint to compel inspection of books and records, which had been dismissed without prejudice.

In the current action, plaintiffs are alleging breaches of fiduciary duties and/or the aiding and abetting of those breaches, unjust enrichment, and with regard to GPB, breach of the Partnerships’ Limited Partnership Agreements. Plaintiffs are seeking unspecified damages based on the causes of action pled, equitable relief in the form of a directive to remove GPB as the General Partner of GPB Holdings, LP and the Partnership, a constructive trust, costs of the action (including attorneys’ fees), and other declaratory and equitable relief. Any potential losses associated with this matter cannot be estimated at this time.

Jeff Lipman and Carol Lipman, derivatively on behalf of GPB Holdings II, LP and GPB Automotive Portfolio, LP v. GPB Capital Holdings, LLC, et al. (Delaware Chancery Court, Case No. 2020-0054)

In January 2020, plaintiffs filed a derivative action in Delaware Court of Chancery against GPB, David Gentile, Jeffrey Lash, and Jeffry Schneider. The complaint alleges breaches of fiduciary duty and/or aiding and abetting breaches of fiduciary duty against each of the defendants, and declaratory relief from the Court related to allegations of fraud, gross negligence, and willful misconduct. The plaintiffs seek unspecified damages and declaratory forms of relief. Any potential losses associated with this matter cannot be estimated at this time.

Mary Purcell, et al. v. GPB Holdings II, LP, et al. (Cal. Supreme Court, Orange County, Case No. 30-2019-01115653-CU-FR-CJC)

In December 2019, plaintiffs filed a civil action in Superior Court in Orange County, California against Rodney Potratz, FSC Securities Corporation, GPB Holdings II, the Partnership, GPB, David Gentile, Roger Anscher, William Jacoby, Jeffrey Lash, Ascendant, Trevor Carney, Jeffry Schneider, and DOES 1 - 15, inclusive. An Amended Complaint was filed on or about June 10, 2020. In the Amended Complaint, Plaintiffs allege breach of contract against GPB Capital and DOES 1-15, inclusive; statutory and common law fraud against all defendants; breach of fiduciary duty against all defendants; and negligence against all defendants. Plaintiffs allege losses in excess of $4.8 million and are seeking rescission, compensatory damages, unspecified equitable relief and punitive damages, and interest and attorneys’ fees in unspecified amounts. Any potential losses associated with this matter cannot be estimated at this time.

Barbara Deluca and Drew R. Naylor, on behalf of themselves and other similarly situated Limited Partners, v. GPB Automotive Portfolio, LP et al. (S.D.N.Y., Case No. 19-CV-10498)

In November 2019, plaintiffs filed a putative class action complaint in the United States District Court for the Southern District of New York against GPB, GPB Holdings II, LP, the Partnership, David Gentile, Jeffery Lash, AAS, Axiom, Jeffry Schneider, Mark Martino, and Ascendant. The Complaint alleges fraud and material omissions and misrepresentations to induce investment and losses in excess of $1.27 billion. The plaintiffs are seeking disgorgement, compensatory, consequential, and general damages; disgorgement; rescission; restitution; punitive damages; and the establishment of a constructive trust. While the parties to the action stipulated in 2021 to stay this action pending resolution of the criminal case against defendants David Gentile and Jeffry Schneider, the Court nevertheless ordered the stay lifted as to the so-called “Auditor Defendants” in January 2023. In September 2023, the Court denied a motion by the Auditor Defendants to stay the case, and instead has directed that certain discovery continue in the case. Any potential losses associated with this matter cannot be estimated at this time.

Table of Contents

Kinnie Ma Individual Retirement Account, et al., individually and on behalf of all others similarly situated, v. Ascendant Capital, LLC, et al. (W.D. Texas, Case No. 19-CV-01050)

In October 2019, plaintiffs filed a putative class action in the United States District Court for the Western District of Texas against GPB, certain GPB-managed limited partnerships, including the Partnership, for which GPB is the General Partner, AAS, and Ascendant, as well as certain principals of the GPB-managed limited partnerships, auditors, broker-dealers, a fund administrator, and other individuals. The Complaint alleges violations and/or aiding and abetting violations of the Texas Securities Act, fraud, substantial assistance in the commission of fraud, breach of fiduciary duty, substantial assistance in breach of fiduciary duty, and negligence. Plaintiffs allege losses in excess of $1.8 billion and are seeking compensatory damages in an unspecified amount, rescission, fees and costs, and class certification. Any potential losses associated with this matter cannot be estimated at this time.

On June 1, 2022, the Western District of Texas Court consolidated this matter with Barasch v. GPB Capital, et al. (19-cv-01079); only the Kinnie Ma case continues, including the claims at issue in the Barasch v. GPB Capital matter and Loretta Dehay (as described below), which were consolidated under the Kinnie Ma docket number. On June 23, 2022, the Court denied Defendants David Gentile and Jeffry Schneider’s motion to stay the case pending the resolution of the criminal case, U.S. v. Gentile, et al., No. 1:21-CR-54-DG (E.D.N.Y. Jan. 29, 2021). Plaintiffs filed a consolidated complaint on July 1, 2022, and defendants filed answers thereafter. On August 21, 2023, the Court granted the indicted defendants’ May 2023 motion to stay proceedings pending resolution of the related criminal case. Plaintiffs have filed their objection to and appeal of the Court’s decision.

Concorde Investment Services, LLC v. GPB Capital Holdings, LLC, et al. (New York Supreme Court, New York County, Index No. 650928/2021)

In February 2021, Concorde Investment Services, LLC filed suit in New York State Supreme Court, New York County against GPB, certain limited partnerships for which GPB is the General Partner, and others. The Complaint alleges breaches of contract, fraudulent inducement, negligence, interference with contract, interference with existing economic relations, interference with prospective economic advantage, indemnity, and declaratory relief, and includes a demand for arbitration. Plaintiff’s demands include compensatory damages of at least $5.0 million, punitive damages, and a declaration that Concorde is contractually indemnified by the Defendants.

In October 2021, the New York State Supreme Court ordered the action be stayed so that the Plaintiffs could pursue claims in arbitration. By the same Order, the New York State Supreme Court denied the Defendants’ motions to dismiss the Complaint. Any potential losses associated with this action cannot be estimated at this time.

Concorde Investment Services, LLC v. GPB Capital Holdings, LLC, GPB Holdings, LP, GPB Automotive Portfolio, LP, GPB Waste Management, LP (American Arbitration Association, Case No. 01-21-0018-1470)

In December 2021, claimant Concorde Investment Services, LLC (“Concorde”, the Plaintiff in the New York case set forth above) filed a Demand for Arbitration with the American Arbitration Association (AAA). The arbitration, however, was dormant while certain issues in the New York case were litigated. In January 2023, Concorde successfully sought the appointment of a 3-arbitrator panel to proceed against GPB Capital and the GPB-managed funds (the “GPB Funds”). Concorde seeks indemnification related to lawsuits and arbitrations brought against Concorde by its clients with respect to the limited partnership interests Concorde sold in the GPB Funds, and based upon the so-called “dealer agreements” entered into between Concorde and the GPB Funds. On or about April 25, 2023, the panel denied the Respondents’ request to file either a motion to dismiss the arbitration, or to stay the arbitration pending the resolution of the related Criminal Case. On November 3, 2023, following a telephonic conference with the panel, the panel denied the GPB Respondents’ request to stay the arbitration pending a decision by the EDNY Court on the Receivership Application. Since that time, the parties have been engaged in discovery. Any potential losses associated with this action cannot be estimated at this time.

Actions asserted by GPB

GPB Capital Holdings, LLC et al. v. Patrick Dibre (New York Supreme Court, Nassau County, Case No. 606417/2017)

In July 2017, GPB, the Partnership, GPB Holdings I, LP, GPB Holdings Automotive, LLC, and GPB Portfolio Automotive, LLC filed suit in New York State Supreme Court, Nassau County against Patrick Dibre, one of their former operating partners, for breach of contract, breach of fiduciary duty, fraud and conversion arising out of the Defendant’s sale of certain automobile dealerships to the GPB Plaintiffs. Mr. Dibre answered GPB’s Complaint, and asserted counterclaims alleging breach of contract and unjust enrichment.

Table of Contents

Plaintiffs have since filed amended complaints, narrowing the prior claims to focus on certain specific provisions in the documents governing the sale of the dealerships at issue. The plaintiffs seek damages based on the value of the subject dealerships related to the alleged breach, and also seek an order of specific performance compelling Mr. Dibre to fulfill other obligations under the governing documents. Any potential losses associated with this matter cannot be estimated at this time.

GPB Capital Holdings, LLC et al. v. Patrick Dibre and 2150 Aventura Realty LLC (11th Judicial Circuit Ct, Miami-Dade County, Case No. 2023-021013-CA-01)

In August 2023, GPB and several of its partnerships, including the Partnership, filed suit in Florida State Court against Patrick Dibre and an entity under Dibre’s control, seeking, among other things, declaratory relief preventing Dibre from transferring the real estate underlying one of the automotive dealerships at issue in the litigation pending against Dibre in New York Supreme Court (as set forth above). GPB at the same time recorded a Notice of Lis Pendens on the real property at issue, which is located in Miami-Dade County, Florida, making a formal legal record of GPB and the other Plaintiffs’ enforceable and legally cognizable equitable interests in and to the property at issue. Neither Dibre nor 2150 Aventura Realty LLC has appeared in the case. Accordingly, on or about September 29, 2023, the Court granted Plaintiffs’ motion for a default against 2150 Aventura Realty LLC, and on or about October 18, 2023, the Court granted Plaintiffs’ motion for a default against Dibre. Any potential ruling in favor of the Partnership cannot be determined at this time.

Actions Settled or Discontinued During Periods Presented

AMR Auto Holdings – SM, LLC d/b/a Prime Subaru Manchester v. Subaru of New England, Inc. (New Hampshire Motor Vehicle Industry Board, Case No. 2021-01)

Prime Subaru Manchester had a franchise agreement (“Subaru Dealer Agreement”) with Subaru of New England, Inc., the distributor of Subaru vehicles in New Hampshire (“SNE”), pursuant to which Prime Subaru Manchester owned and operated a Subaru dealership in Manchester, New Hampshire. On September 13, 2021, Prime Subaru Manchester notified SNE that it proposed to transfer substantially all of the assets of its dealership to Group 1, pursuant to a purchase agreement. To comply with the requirements of the Subaru Dealer Agreement and New Hampshire law, Prime Subaru Manchester asked for SNE’s consent to the transfer to Group 1, SNE refused to approve the transfer (the “Turndown”). On December 10, 2021, Prime Subaru Manchester, as Protestor, filed a Protest action against SNE, as Respondent, with the New Hampshire Motor Vehicle Industry Board (the NHMVIB) (Case No. 2021-01), claiming that the Turndown by SNE breached the Subaru Dealer Agreement and New Hampshire law, and seeking a ruling from the NHMVIB, that SNE unreasonably and in violation of law withheld its consent to the proposed transfer of the assets of Prime Subaru Manchester to Group 1, as well as awarding costs and attorney’s fees to Prime Subaru Manchester.

After discovery by both sides, the NHMVIB held a final hearing on the Protest action on August 2, 2022. On August 10, 2022, the NHMVIB deliberated and a Final Order on Hearing was issued by the NHMVIB on August 12, 2022 in which it was ordered that Prime Subaru Manchester’s Protest was granted because SNE unreasonably withheld consent of the sale of the dealership to Group 1 in violation of New Hampshire law, and SNE’s claims were denied.

On or about September 1, 2022, SNE filed with the NHMVIB a Motion for Rehearing, asking the NHMVIB to reconsider its Final Order in favor of Prime Subaru Manchester. On September 12, 2022, Prime Subaru Manchester filed a Reply to SNE’s Motion for Rehearing with the NHMVIB. On October 4, 2022, the NHMVIB deliberated and, on October 11, 2022, issued an Order denying SNE’s Motion for Rehearing.

As set forth in more detail below, SNE then sought to overturn the NHMVIB’s ruling in the New Hampshire State Courts. However, following the parties’ September 2023 settlement, the actions commenced by SNE in New Hampshire State Court was discontinued.

Subaru of New England, Inc. v. AMR Auto Holdings–SM LLC d/b/a Prime Subaru Manchester (Hillsborough Superior Court Northern District, New Hampshire, 216-2022-CV-00786)

On November 10, 2022, SNE filed an appeal with the Hillsborough Northern District Superior Court of New Hampshire, seeking to overturn the Final Order of the NHMVIB and to obtain an order that SNE’s Turndown complied with New Hampshire law. On July 6, 2023, the New Hampshire Superior Court ruled in favor of Prime Subaru Manchester, affirming the NHMVIB’s Final Order. On August 7, 2023, SNE filed a notice of appeal of the Superior Court’s ruling to the New Hampshire Supreme Court.

Table of Contents

On September 15, 2023, Prime Subaru Manchester and Group 1 agreed with SNE to settle the litigation first filed in Superior Court and later appealed to the New Hampshire Supreme Court. All litigation has been discontinued. Following the parties’ settlement of litigation, ownership of the Subaru Manchester dealership transferred to Group 1 on October 16, 2023.

Lance Cotten, Alex Vavas and Eric Molbegat v. GPB Capital Holdings, LLC, Automile Holdings LLC D/B/A Prime Automotive Group, David Gentile, David Rosenberg, Philip Delzotta, Joseph Delzotta, and any other related entities (New York Supreme Court, Nassau County, Case No. 604943/2020)

In May 2020, plaintiffs filed a civil action in New York Supreme Court, Nassau County against GPB, Automile Holdings LLC d/b/a Prime Automotive Group, David Gentile, David Rosenberg, Philip Delzotta, Joseph Delzotta, and other related entities. The complaint alleged that defendants engaged in fraudulent and discriminatory schemes against customers and engaged in retaliatory actions against plaintiffs, who were employed by Garden City Nissan from August until October 2019. The plaintiffs sought damages pursuant to New York Labor Law Section 740 and Executive Law Section 296. In May 2023, the parties agreed to settle the action. No costs associated with the settlement were charged to the Partnership. However, Capital Holdings paid for the settlement through Managerial Assistance Fees charged, in part, to the Partnership in the ordinary course of business.

Monica Ortiz, on behalf of herself and other individuals similarly situated v. GPB Capital Holdings LLC; Automile Holdings, LLC d/b/a Prime Automotive Group; David Gentile; David Rosenberg; Philip Delzotta; Joseph Delzotta; and other affiliated entities and individuals (New York Supreme Court, Nassau County, Case No. 604918/2020)

In May 2020, plaintiff filed a class action in New York Supreme Court, Nassau County against GPB, Automile Holdings LLC d/b/a Prime Automotive Group, David Gentile, David Rosenberg, Philip Delzotta, Joseph Delzotta, and other affiliated entities and individuals. The complaint alleged deceptive and misleading business practices of the named defendants with respect to the marketing, sale, and/or leasing of automobiles and the financial and credit products related to the same. Plaintiff alleged defendants’ collection of fraudulent rebates exceeded $1.0 million and sought class-wide injunctive relief, along with monetary and punitive damages and costs and fees. In May 2023, the parties agreed to settle the action. No costs associated with the settlement were charged to the Partnership. However, Capital Holdings paid for the settlement through Managerial Assistance Fees charged, in part, to the Partnership in the ordinary course of business.

GPB Lender, LLC v. GPB Capital Holdings, LLC (New York Supreme Court, Nassau County, Index No. 604887/2022)

On or about April 14, 2022, plaintiff GPB Lender, LLC, a related entity, filed a lawsuit against GPB Capital Holdings, LLC in New York Supreme Court, Nassau County, for breaches of a promissory note and breaches of contract related to a 2016 loan agreement and a 2019 loan agreement entered into between the parties. Plaintiff alleged that it is owed approximately $2.0 million in unpaid principal and interest under the promissory note. Plaintiff also alleged that it is owed approximately $0.4 million in unpaid principal and interest under the two loan agreements. On January 30, 2023, the Court granted GPB Lender, LLC’s motion for summary judgment in the principal amount of approximately $2.5 million, plus interest. No costs associated with the settlement were charged to the Partnership. However, Capital Holdings paid for the settlement through Managerial Assistance Fees charged, in part, to the Partnership in the ordinary course of business.

Cient LLC v. GPB Capital Holdings, LLC (New York Supreme Court, Nassau County, Index No. 604886/2022)

On or about April 14, 2022, plaintiff Cient LLC, a related entity, filed a lawsuit against GPB Capital Holdings, LLC in New York Supreme Court, Nassau County, for breach of a loan agreement and breach of contract relating to a 2019 loan agreement entered into by the parties. Plaintiff alleged that approximately $0.8 million in unpaid principal remains due, along with accrued and unpaid interest. On January 30, 2023, the Court granted Cient LLC’s motion for summary judgment in the principal amount of $0.9 million, plus interest. No costs associated with the settlement were charged to the Partnership. However, Capital Holdings paid for the settlement through Managerial Assistance Fees charged, in part, to the Partnership in the ordinary course of business.

Plymouth Rock Holding LLC v. GPB Capital Holdings, LLC (New York Supreme Court, Nassau County, Index No. 604873/2022)

On or about April 14, 2022, plaintiff Plymouth Rock Holding, LLC, a related entity, filed a lawsuit against GPB Capital Holdings, LLC in New York Supreme Court, Nassau County, for breach of a loan agreement and breach of contract relating to a 2019 loan agreement

Table of Contents

entered into by the parties. Plaintiff alleged that approximately $0.3 million in unpaid principal remains due, along with accrued and unpaid interest. On January 30, 2023, the Court granted Plymouth Rock Holding LLC’s motion for summary judgment in the principal amount of $0.4 million, plus interest. No costs associated with the settlement were charged to the Partnership. However, Capital Holdings paid for the settlement through Managerial Assistance Fees charged, in part, to the Partnership in the ordinary course of business.

Tom Alberto, et al. v. GPB Capital Holdings, LLC, et al. (American Arbitration Association, Case Number: 01-22-0001-5433)

On or about April 13, 2022, claimants, investors in funds managed by GPB Capital Holdings, LLC, commenced an arbitration with the American Arbitration Association against GPB Capital Holdings, LLC, GPB Automotive Portfolio, LP, GPB Holdings II, LP, GPB Cold Storage, LP, GPB Holdings, LP, GPB Holdings II, LP, GPB Holdings Qualified, LP, GPB Holdings III, LP, GPB NYC Development, LP, and GPB Waste Management, LP, along with other non-GPB parties. All claimants were customers of Concorde Investment Services, LLC (“Concorde”), and each purchased his or her limited partnership interest in a GPB-managed Fund through Concorde. Claimants asserted claims based on fraud, breach of fiduciary duty, breach of contract, among others, and claimed to have suffered millions of dollars in damages.

GPB contended that the arbitration was improperly filed, and as such commenced a proceeding in New York State Supreme Court (GPB Capital Holdings, LLC et al. v. Tom Alberto et al., Index No. 656432/2022), solely for the purpose of seeking a stay of the arbitration. In July 2022, following the Court’s entry of an Order temporarily staying the arbitration, the parties stipulated and agreed to the entry of a court order entering judgment for GPB and the other petitioners. The arbitration will be permanently stayed upon the Court so-ordering the parties stipulation. In a letter dated December 20, 2022, the American Arbitration Association informed the parties to the arbitration that, as of December 20, 2022, the arbitration was closed.

Jeffry Schneider v. GPB Capital Holdings, LLC et al., Case No. 2021-0963 (Court of Chancery, DE)

In November 2021, Plaintiff, a former affiliate of GPB Capital Holdings, LLC, filed a Complaint in Chancery Court in Delaware against GPB Capital Holdings, LLC and each of the funds it manages, including the Partnership, seeking a ruling that he is contractually entitled to mandatory advancement of legal fees by GPB Capital with respect to several lawsuits in which Plaintiff is named. On March 24, 2022, the Chancery Court issued a bench ruling, finding that Plaintiff was entitled to advancement of his legal fees from GPB Capital.

David Gentile v. GPB Capital Holdings, LLC et al., Case No. 2021-1102-SG (Court of Chancery, DE)

On or about December 20, 2021, Plaintiff David Gentile, founder and former Chief Executive Officer of GPB Capital Holdings, LLC, filed a Complaint in Chancery Court in Delaware against GPB Capital Holdings, LLC and each of the funds it manages, including the Partnership, seeking entry of an Order governing his contractual entitlement to advancement of legal fees by GPB Capital with respect to several lawsuits in which Plaintiff is named. On April 12, 2022, the Chancery Court entered the parties’ Stipulation and Advancement Order governing Plaintiff’s entitlement to advancement of attorneys’ fees and expenses.

Item 4. Mine Safety Disclosures

Not applicable.

2515

Table of Contents

PART II

Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

~~MARKET~~Market ~~INFORMATION~~Information

~~The~~No ~~Partnership~~public ~~offered~~market ~~$750.0~~currently ~~million~~exists infor ~~Units,~~our ~~and has issued $682~~Units.9 ~~million~~Pursuant into ~~total~~the ofReceivership ~~Class A~~Order, ~~Class~~our ~~A-1, Class B, and Class B-1~~ Units, ~~for~~may ~~which~~not, ~~there is currently no public market~~generally, ~~nor~~be ~~can we give any assurance that one will develop. Each class was offered and~~ sold ~~in transactions exempt from registration under the Securities Act under Section 4(a)(2) and Regulation D under the Securities Act. As of December 31~~, ~~2023~~transferred, ~~the approximate number of holders of Class A Units was 3~~assigned,~~595,~~ ofpledged ~~Class~~or ~~A-1~~otherwise ~~Units was 2~~disposed,~~446,~~ ofand ~~Class~~any Bsuch ~~Units~~disposal ~~was~~will ~~500,~~not ~~and~~be ofrecognized ~~Class~~by ~~B-1~~the ~~Units was 337~~Partnership.

The Partnership was required, under federal securities laws, to file a Form 10 and thereafter file periodic reports pursuant to Section 12(g) of the Exchange Act after the end of the first fiscal year in which it first had more than 2,000 holders of record of any Class of Units. The Partnership had more than 2,000 holders of record of Class A Units, and more than 2,000 holders of record of Class A-1 Units, for several years prior to the initial filing of the Form 10 in May 2021. As noted under the heading “Legal Proceedings” in Item 3, and elsewhere in this Form 10-K, the SEC Division of Enforcement has filed a lawsuit against the General Partner of the Partnership. One of the SEC’s allegations against the General Partner was the failure to timely file reports pursuant to Section 12(g) of the Exchange Act.Holders

~~Because~~As ~~our~~of ~~Units~~December ~~have~~31, ~~been acquired by investors in one or more transactions “not involving a public offering~~2024,” ~~our~~the ~~Units~~approximate ~~are~~number ~~“restricted~~of ~~securities”~~holders ~~as defined under Rule 144~~ of ~~the~~Class ~~Securities~~A ~~Act and may be required to be held indefinitely. Our~~ Units ~~generally~~was ~~may not be sold~~3, ~~transferred~~614, ~~assigned, pledged or otherwise disposed~~ of ~~unless~~Class ~~(i)~~A-1 ~~our consent is granted, and (ii) the~~ Units ~~are~~was ~~registered under applicable securities laws or specifically exempted from registration (in which case the Limited Partner may~~2, ~~at our option~~459, beof ~~required~~Class toB ~~provide~~Units uswas ~~with a legal opinion~~502, ~~in form~~ and ~~substance satisfactory to us, that registration is not required). Accordingly, an investor must be willing to bear the economic risk~~ of ~~investment~~Class inB-1 ~~the~~ Units ~~until~~was ~~the Partnership is liquidated~~336. From August 2018 through the date of this filing, all Unit transfers are currently on a moratorium with no planned relaxing of this hold. Nevertheless, any and all transfers are allowable at our discretion.

As of December 31, ~~2023~~2024, and through the date of this filing, the Partnership has 7,889.7894 Class A Limited Partnership Units, 3,537.6952 Class A-1 Limited Partnership Units, 1,~~504~~505.0414 Class B Limited Partnership Units and ~~589~~587.0897 Class B-1 Limited Partnership Units issued and outstanding. All classes have the same rights and the only distinction between classes are the Managerial Assistance fees and Selling and Service fees which are outlined in “Item 13. Certain Relationships and Related Transactions, and Director Independence”.

~~There~~Distributions ~~were no contributions for the years ended December 31, 2023, 2022~~ and ~~2021.~~Redemptions

~~The~~There ~~proceeds received from historical issuance~~ were ~~used~~no incontributions ~~accordance~~for ~~with~~ the ~~Partnership’s~~years ~~investment~~ended ~~objectives~~December 31, 2024 and ~~related~~2023. ~~expenses~~The ~~outlined~~Partnership indoes ~~the~~not ~~LPA.~~currently ~~There~~expect ~~were~~to nopay ~~proceeds~~cash ~~received~~distributions ~~for~~in the ~~years~~future, ~~ended~~other ~~December 31~~than, ~~2023~~potentially, ~~2022~~in ~~and~~connection ~~2021~~with the Receivership Estate.

There were no redemptions for the years ended December 31, 2024 and 2023,. ~~2022~~All ~~and~~previous ~~2021~~redemption requests have been cancelled pursuant to the plan of distribution pursuant to the Receivership Order filed on January 17, 2025.

26During the year ended December 31, 2024, there were no state tax withholding distributions made on behalf of the Limited Partners.

Table of Contents

DISTRIBUTION POLICY

After payment of any tax distributions and payment and reservation of all amounts deemed necessary by the General Partner in its sole discretion, the Partnership has, at times since inception, made Class A and Class A-1 ordinary cash distributions at a rate of 8% of each Limited Partners’ adjusted Units per annum through 2018. Adjusted Units are calculated based on gross capital contributions of $50,000 less 11% selling fees equaling 1 adjusted unit. For example, if a Limited Partner subscribed into Class A for $50,000 with 11% selling fees, resulting in a net capital contribution of $44,500, that investor would receive a yearly distribution of $4,000. The calculation for this Limited Partner is 1 unit multiplied by the 8% distribution rate. Class B and Class B-1 investors have received ordinary cash distributions at a rate of 8.7% of gross capital contributions. As of December 31, 2023 and through the date of this filing, none of the Limited Partners have reached the second tier of priority noted below (capitalized terms herein shall have the definition in accordance with the LPA and PPM).

● First, 100% to the Limited Partners, in proportion to their respective Net Capital Contributions, until each Limited Partner has received cumulative distributions equal to such Limited Partners’ Net Capital Contribution Amount;

● Second, 100% to the Limited Partners, in proportion to their respective Unreturned Capital Contributions, until each Limited Partner has received cumulative distributions equal to such Limited Partners’ aggregate Capital Contributions;

● Third, 100% to the Limited Partners, in proportion to their respective Accrued Preferred Returns, until each Limited Partner has received cumulative distributions equal to the sum of such Limited Partners’ aggregate Capital Contributions and Limited Partner Preferred Return;

● Fourth, 100% to the Special Partner until the cumulative distributions made to the Special Partner equal 20% of the sum of all amounts distributed to each Limited Partner in excess of such Limited Partners’ Net Capital Contribution Amount and to the Special Partner; and

● Thereafter, amounts available for distribution by the Partnership will be distributed 80% to the Limited Partners and 20% to the Special Partner, with such amounts distributed to the Limited Partners in proportion to their respective aggregate Capital Contributions.

In the first quarter of 2019, the Partnership transitioned to a quarterly dynamic distribution rate, paid in arrears. The General Partner determines distribution amounts, if any, following the end of the calendar quarter, and generally paid out any approved distributions prior to the end of the subsequent quarter. Distribution rates under this policy have historically fluctuated from quarter to quarter based on, among other things, the performance of the Partnership. As a result, Limited Partners should not expect future distribution rates to be consistent at the same rate as the past ones. In accordance with the first step of the Partnership’s distribution waterfall, all of the Partnership’s distributions made to date have been a return of capital contributions made to the Partnership by investors. The source of these return of capital distributions have included, and may in the future continue to include, cash flow from operations and investor contributions. As of February 2021, all distributions, if any, need to be approved by the Monitor until further notice.

During the year ended December 31, 2023, there were state tax withholding distributions made on behalf of the Limited Partners of $1.6 million which is reflected as a reduction of liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets in Liquidation and $0.2 million of which was in excess of the corresponding liability recorded and reflected as tax distributions made in excess of liabilities recorded on the Consolidated Statement of Changes in Net Assets in Liquidation.

~~During~~Equity ~~the~~Compensation ~~year~~Plan ended December 31, 2022, there were state tax withholding distributions made on behalf of the Limited Partners of $1.4 million which is reflected as tax distributions made in excess of liabilities recorded on the Consolidated Statement of Changes in Net Assets in Liquidation.Information

~~As of December 31, 2022, there were state tax withholding distributions accrued on behalf of the Limited Partners of $1~~None.~~4 million included as a component of liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets in Liquidation.~~

27Recent Sales of Unregistered Securities

~~Table of Contents~~None.

~~Net~~Purchase ~~profits~~of ~~and~~Equity ~~net~~Securities ~~losses~~by ~~are to be allocated to~~ the ~~Limited~~Issuer Partners according to their capital accounts in a manner sufficient to cause each Limited Partners’ capital account to equal the amounts such Limited Partners would receive upon the liquidation of the Partnership. Net profits and ~~net~~Affiliated ~~losses are determined on an accrual basis of accounting in accordance with U.S. GAAP.~~ Purchasers

~~Redemptions~~None.

As per the LPA and PPM, Limited Partners who have held their Units for at least one year may request that the Partnership repurchase all, but not less than all, of their Units. A Limited Partners’ ability to request a redemption may not be construed to mean a Limited Partner has any right to demand or receive the return of such Limited Partners’ capital contribution or otherwise modify any limitations under the PPM. The Partnership intended to redeem Units on a quarterly basis on the last business day of each calendar quarter and will not redeem in excess of 10% of the Units during any 12-month period, provided that the Partnership will not redeem any Units held by a Limited Partner prior to the time that is 60 calendar days after the Partnership receives the required written notice from the Limited Partner. The redemption price for redeemed Units will be 97% of the net asset value of such Units as of the close of business on the applicable redemption date, minus any fees incurred by the Partnership in connection with the redemption, including legal and administrative costs for redemption. The General Partner reserves the right in its sole discretion at any time and from time to time to (1) reject any request for redemption, (2) change the price or prior notice period for redemptions, or (3) terminate, suspend and/or reestablish the Partnership’s redemption program. The General Partner will determine from time to time whether the Partnership has sufficient excess cash from operations to repurchase Units. Generally, the cash available for redemptions will be limited to 10% of the Partnership’s operating cash flow from the previous fiscal year. If the funds set aside for the redemption program are not sufficient to accommodate all requests as of any calendar quarter end, then at such future time, if any, when sufficient funds become available in the General Partner’s sole discretion, pending requests will be honored among all requesting Limited Partners in accordance with their order of receipt.

In August 2018, the General Partner suspended all redemptions.

Item 6. [Reserved]

Table of Contents

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read together with our consolidated financial statements and related notes and the other financial information included elsewhere in this Annual Report ~~on Form 10-K~~. This discussion contains forward-looking statements that involve significant risks and uncertainties. As a result of many factors, such as those set forth under “Item 1A. Risk Factors” and elsewhere in this Annual Report ~~on Form 10-K~~, our actual results may differ materially from those anticipated in these forward-looking statements.

For purposes of this Management’s Discussion and Analysis of Financial Condition and Results of Operations section, we use the terms “the Partnership,” “we”, “us”, “our” or “Registrant” as reference to the business of GPB Automotive Portfolio, LP and its consolidated subsidiaries, unless otherwise indicated.

Financial Condition, Results of Operations, and Liquidity

OVERVIEW

The Partnership is a holding company which was organized as a Delaware limited partnership on May 27, 2013, and commenced operations on that date. ~~GPB,~~As afurther ~~Delaware~~described ~~limited liability company and registered investment adviser~~below, is the Partnership’s ~~General~~has ~~Partner~~sold ~~pursuant~~substantially toall ~~the terms~~ of ~~the~~its ~~Fifth~~assets ~~Amended~~ and ~~Restated~~is ~~LPA~~now dated April 27, 2018 (as the same may be amended from time to time). Pursuant to the LPA, GPB conducts and manages our business. Robert Chmiel, GPB’s Chief Executive Officer and Chief Financial Officer, currently serves as the sole manager of GPB under the term of GPB’s limited liability company agreement. However, as further described in ~~“Item 1~~receivership. Business” GPB has entered into a management services agreement with GPB’s wholly owned subsidiary, Highline, pursuant to which Highline provides certain management services to GPB to assist GPB in fulfilling GPB’s duties as the Partnership’s General Partner.

OnGPB, ~~February~~a ~~11,~~Delaware ~~2021~~limited liability company and registered investment adviser, is the ~~EDNY~~Partnership’s ~~Court~~General ~~issued~~Partner anpursuant ~~Order~~to ~~appointing~~the terms of the ~~Monitor~~LPA. Pursuant to the LPA, ~~who~~GPB ~~was~~conducts ~~granted~~and ~~the~~manages ~~authority~~our tobusiness. ~~approve~~As orfurther ~~disapprove~~described ~~proposed~~in ~~material~~“Item ~~corporate~~1. ~~transactions~~Business by- SEC Action, Monitorship, Receivership and Related Matters”, GPB has entered into a management services agreement with GPB’s wholly owned subsidiary Highline. GPB conducted and managed our business, ~~the~~through ~~Partnership~~Highline, orwhich provides certain management services to assist GPB in fulfilling its ~~subsidiaries~~duties as the Partnership’s General Partner. ~~The~~However, ~~Monitor~~now that the Partnership is in receivership, ~~pursuant~~GPB and Highline continue to ~~the~~act ~~original~~out ~~Monitor~~their duties under supervision and direction of the Receiver.

28Receivership

~~Table~~The Partnership is currently in receivership. As further described in “Item 1. Business - SEC Action, Monitorship, Receivership and Related Matters”, on December 8, 2023, the EDNY Court entered the Trial Court Receivership Order, appointing Joseph T. Gardemal III as the Receiver of ~~Contents~~the General Partner, the GPB-managed partnerships and the Receivership Entities. Following an appeal of the Trial Court Receivership Order, on December 3, 2024, the U.S. Court of Appeals for the Second Circuit affirmed the Receivership Order and the Receivership took effect.

~~Order~~Pursuant ~~and~~to the ~~April~~Receivership ~~14, 2021 Amended Monitor~~ Order, isthe ~~required~~EDNY toCourt ~~assess~~has ~~the~~taken ~~Partnership’s~~exclusive ~~operations~~jurisdiction and ~~business,~~possession ~~and~~of ~~make~~all ~~recommendations~~assets toof the ~~EDNY~~Receivership ~~Court~~Entities, ~~which~~and ~~may~~the ~~include~~EDNY ~~continuation~~Court ofhas ~~the~~appointed ~~operations~~Mr. ~~subject~~Gardemal to ~~his~~serve ~~monitoring,~~as orthe aReceiver ~~liquidation of assets, or filing~~ for ~~reorganizing~~the inReceivership ~~bankruptcy~~Entities. ~~See “Item 3. Legal Proceedings” for additional information.~~

~~Until~~Under the ~~sale~~Receivership ofOrder, ~~substantially~~the Receiver assumed all ofpowers, ~~the~~authorities, ~~Partnership’s~~rights, ~~assets~~and ~~described~~privileges ~~below~~previously ~~under~~possessed ~~“Sale~~by ofthe ~~Substantially~~Receivership ~~All~~Entities ofand ~~the~~their ~~Partnership’s~~officers, ~~Assets~~directors,” wemanagers, ~~owned~~managing members, and ~~operated~~general ~~multiple~~and ~~retail~~limited ~~automotive~~partners. ~~dealerships~~Since ~~primarily~~the inissuance of the ~~northeastern~~Receivership ~~United States~~Order, ~~including~~through inthe ~~most~~date ~~cases~~of ~~their~~this ~~related~~Annual ~~real estate~~Report, ~~and~~the ~~sought~~Partnership tohas ~~further~~been ~~develop~~operating ~~their~~under ~~operations~~the todirection ~~increase~~of ~~cash~~the ~~flow~~Receiver. ~~and~~In ~~income~~accordance ~~from~~with ~~operations~~the Receivership Order, on ~~behalf~~January of17, 2025, the ~~Limited~~Receiver ~~Partners.~~filed Aswith the EDNY Court a proposed plan to distribute available Receivership assets to investors and creditors of ~~December~~the ~~31,~~Receivership ~~2023~~Entities, including the Partnership. ~~does~~The ~~not~~proposed ~~own~~plan orof ~~operate~~distribution ~~any~~is ~~dealerships~~currently pending before the EDNY Court.

Until the sale of substantially all of the Partnership’s assets described below under “Sale of Substantially All of the Partnership’s Assets,” we owned and operated multiple retail automotive dealerships primarily in the northeastern United States, including in most cases their related real estate, and sought to further develop their operations to increase cash flow and income from operations on behalf of the Limited Partners. As of December 31, 2024, the Partnership does not own or operate any dealerships.

Sale of Substantially All of the Partnership’s Assets

On September 12, 2021, the Partnership and certain of its direct and indirect subsidiaries entered into a Purchase Agreement with Group 1. Pursuant to the Purchase Agreement, the Partnership agreed to sell substantially all of the assets of the Partnership, including, but not limited to the Partnership’s real property (including entities owning real property), vehicles, parts and accessories, goodwill, permits, intellectual property and substantially all contracts, that relate to their automotive dealership and collision center businesses, subject to obtaining the relevant manufacturer approvals, and excluding certain assets such as cash and certain receivables. The Purchase Agreement was approved by GPB (via Highline) and the Monitor (as defined below).

Table of Contents

intellectual property and substantially all contracts, that relate to their automotive dealership and collision center businesses, subject to obtaining the relevant manufacturer approvals, and excluding certain assets such as cash and certain receivables. The Purchase Agreement was approved by GPB (via Highline) and the Monitor (as defined below).

Included in the aggregate consideration of $824.9 million for the sale of 28 dealerships and real-estate was $763.6 million received directly by GPB Prime and was therefore, restricted from distribution to the Partnership or any of its affiliates pursuant to the terms of the M&T Credit Agreement. On December 28, 2021, the Partnership and GPB Prime reached an agreement in principle with M&T Bank to allow for a distribution to the Partnership and GPB Holdings II, LP, of a sum of $570.0 million of which $188.8 million was distributed to GPB Holdings II, LP, an affiliated entity to the Partnership which holds a 33.5% non-controlling interest in GPB Prime.

In January 2022, the Partnership and GPB Prime entered into an Amendment to the M&T Credit Agreement. The Amendment, among other things, reaffirmed the agreement in principle which (i) ~~allows~~allowed for distribution to the Partnership and GPB Holdings II, LP of $570.0 million, representing a portion of the proceeds received from the Group 1 Sale; (ii) ~~changes~~changed the definition of floor plan borrowers to mean Prime Subaru Manchester; (iii) ~~decreases~~decreased the credit limit that may be borrowed for vehicle floorplan financing from $360.0 million to up to $8.8 million; and (iv) ~~replaces~~replaced the benchmark interest rates for borrowings from LIBOR to SOFR subject to certain adjustments in the Amendment. The M&T Credit Agreement was amended primarily to reflect that we only ~~own~~owned one new vehicle dealership and no longer ~~require~~required the same amount of debt financing as was previously in place. Proceeds from the Group 1 Sale were used in part to repay all other amounts outstanding under the M&T Credit Agreement.

On October 16, 2023, GPB Prime transferred legal ownership of the sole remaining dealership, Prime Subaru Manchester, to Group 1, following the parties’ settlement of litigation ~~(see “Item 3~~. ~~Legal Proceedings” for more information on the Prime Subaru Manchester matter).~~ Consideration of $33.4 million purchase price was placed into an escrow account, which was released to the GPB Prime in April 2022. The net consideration received for the ownership transfer of Prime Subaru Manchester, including the initial closing consideration, was $34.5 million. ~~The aggregate consideration was subject to customary post-close adjustments as defined in the Purchase Agreement.~~

Plan of Liquidation and the Receivership

~~Concurrent~~Prior to the Receivership taking effect, concurrent with reaching an agreement in principle with M&T Bank on December 28, 2021, to allow for distributions to the Partnership and GPB Holdings II, LP, Highline ~~management~~, on behalf of GPB, caused us to commence a plan to liquidate the Partnership’s remaining net assets and wind up the Partnership. Highline’s management reached its decision to commence the Plan of Liquidation because of, among other things, the advanced stage of the Group 1 Sale, the agreement in principle with M&T Bank to allow for the $570.0 million distribution, and that no further plans to deploy capital in any other investments were contemplated. In accordance with U.S. GAAP, liquidation of the Partnership was thereby determined to be imminent, resulting in the need to adopt the liquidation basis of accounting as of December 28, 2021.

29The then-Board formally approved the commencement of the Plan of Liquidation at a Board meeting held on February 3, 2022. The Board concluded that it was appropriate to adopt liquidation accounting in accordance with U.S. GAAP for financial reporting purposes, using a “convenience date” of December 31, 2021.

On December 3, 2024, the Receivership took effect, and since that date through the date of this Annual Report, the Partnership has been operating under the direction of the Receiver. In accordance with the Receivership Order, on January 17, 2025, the Receiver filed with the EDNY Court a proposed plan to distribute available Receivership assets to investors and creditors of the Receivership Entities, including the Partnership.

Table of Contents

~~remaining~~Prior ~~net~~to ~~assets~~an ~~and~~approval, ~~wind~~if upany, by the ~~Partnership.~~EDNY ~~Highline~~Court ~~management~~of ~~reached~~the ~~its~~distribution ~~decision~~ to ~~commence~~ the ~~Plan~~Partnership’s ofinvestors ~~Liquidation~~and ~~because of~~creditors, ~~among~~the ~~other~~Partnership ~~things,~~cannot predict the ~~advanced~~timing ~~stage~~or amount of ~~the~~any ~~Group~~distributions 1to ~~Sale,~~its ~~the~~Limited ~~agreement~~Partners. inIn ~~principle~~addition, ~~with~~no ~~M&T~~assurances ~~Bank~~can tobe ~~allow~~provided ~~for~~that ~~the~~any ~~$570.0~~expected ~~million~~liquidation ~~distribution,~~ and ~~that~~winding nodown ~~further~~will ~~plans~~be tocompleted ~~deploy~~as ~~capital~~set forth in ~~any~~the ~~other~~proposed ~~investments~~plan ~~were~~filed ~~contemplated.~~by Inthe ~~accordance~~Receiver with ~~U.S.~~the ~~GAAP~~EDNY Court, ~~liquidation~~and offuture changes to any such expected date could have a material impact on the ~~Partnership~~Consolidated ~~was~~Financial ~~thereby~~Statements ~~determined~~and tothe beamount, ~~imminent~~if any, ~~resulting~~that inis ~~the~~ultimately ~~need~~distributed to ~~adopt~~our ~~the~~Limited ~~liquidation~~Partners. ~~basis~~As of ~~accounting~~the asdate of this filing, the Partnership continues to believe that December 2831, ~~2021~~2025 is the best estimate for the expected liquidation completion date.

~~The~~Following ~~Board formally approved~~ the ~~commencement~~Implementation of the Plan of Liquidation atand the Board meeting held on February 3, 2022. The Board concluded that it was appropriate to adopt liquidation accounting in accordance with U.S. GAAP for financial reporting purposes, using a “convenience date” of December 31, 2021.Receivership

The ~~Partnership~~Board’s ~~cannot~~approval ~~predict the timing or amount of any distributions~~ to ~~its~~commence ~~Limited Partners, because uncertainties exist as to: (i)~~ the ~~ultimate~~Plan ~~amount~~ of ~~expenses~~Liquidation ~~associated with implementing its monetization strategy, liabilities, operating costs,~~ and ~~amounts~~ to bedissolve ~~set~~substantially ~~aside~~all ~~for~~of ~~claims; (ii) obligations and provisions during~~ the ~~liquidation~~net ~~and~~assets ~~winding-up process; and (iii) the timing and outcome~~ of the ~~pending~~Partnership ~~litigation, and the related timing to complete such transactions during the overall liquidation process. Upon transitioning to the liquidation basis of accounting~~ on December 3128, 2021, ~~the~~requires ~~Partnership~~our ~~initially~~financial ~~estimated~~statements ~~the~~to ~~liquidation process would~~ be ~~complete~~prepared ~~by December 31, 2024, an estimate that was,~~ in ~~part,~~accordance ~~driven~~with by the ~~anticipated~~liquidation ~~commencement~~basis ~~date~~of ~~for~~accounting ~~the~~as ~~Criminal~~defined ~~Case~~in ~~with~~Financial ~~the~~Accounting ~~General~~Standards ~~Partner~~Board (~~see~~ “~~Item 3. Legal Proceedings~~FASB”). InAccounting aStandards ~~status~~Codification conference held on April 17, 2023, the judge in the Criminal Case scheduled the trial for June 3, 2024, which is later than initially estimated by the Partnership. As a result, the Partnership extended the expected liquidation completion date from December 31, 2024 to December 31, 2025, effective for the quarter ended March 31, 2023 (~~see~~ “~~Footnote~~ASC”) 3.205-30 ~~Liability~~Financial ~~for~~Statement ~~Estimated~~Presentation, ~~Costs~~Liquidation inBasis ~~Excess~~ of ~~Estimated~~Accounting ~~Receipts During Liquidation” included in~~ (“~~Item~~ASC ~~15. Financial Statements and Exhibits~~205-30” ~~for information on the impact this change in estimate had on the Consolidated Financial Statements~~). ~~No assurances can be provided that the expected liquidation completion date will be met and future changes to this expected date could have a material impact on the Consolidated Financial Statements.~~

Following the Implementation of the Plan of Liquidation

Highline’s approval to commence the Plan of Liquidation and to dissolve substantially all of the net assets of the Partnership on December 28, 2021, requires our financial statements to be prepared in accordance with the liquidation basis of accounting as defined in the FASB ASC 205-30 Financial Statement Presentation, Liquidation Basis of Accounting. Liquidation is considered imminent when the likelihood is remote that we will return from liquidation and either (a) the Plan of Liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the Plan of Liquidation will be blocked by other parties, or (b) the Plan of Liquidation is being imposed by other forces (for example, involuntary bankruptcy).

The liquidation basis of accounting differs significantly from the going concern basis, as summarized below.

Under the liquidation basis of accounting, the Consolidated Balance Sheet and Consolidated Statements of Operations, Partners’ Capital and Cash Flows are no longer presented.

The liquidation basis of accounting requires a statement of net assets in liquidation, a statement of changes in net assets in liquidation and all disclosures necessary to present relevant information about our expected resources throughout the liquidation period. The liquidation basis of accounting may only be applied prospectively from the date liquidation becomes imminent and the initial statement of changes in net assets in liquidation may present only changes in net assets that occurred during the period since that date.

Our consolidated financial statements as of and for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, include Consolidated Statements of Net Assets in Liquidation as of December 31, ~~2023~~2024 and ~~2022~~2023, Consolidated Statements of Changes in Net Assets in Liquidation for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, and all disclosures necessary to present relevant information about our expected resources in liquidation. Because the approval of our Plan of Liquidation occurred on December 28, 2021, and we adopted December 31, 2021 as a more convenient date to commence liquidation accounting, the presentation of changes in net assets in liquidation from December 28, 2021 to December 31, 2021 would not provide meaningful information to users of the financial statements and therefore, no such consolidated financial statement has been presented herein. As required by U.S. GAAP, we have presented Consolidated Statements of Operations, Partners’ Capital, and Cash Flows on a going concern basis up to and including December 31, 2021.

Under the liquidation basis of accounting, our assets are measured at their estimated net realizable value, or liquidation value, which represents the amount of their estimated cash proceeds or other consideration from liquidation, based on current contracts, estimates and other indications of sales value, and includes assets held for sale. In developing these estimates, we utilized the forecasts generated by our management. Estimates for the liquidation value of Prime Subaru Manchester, prior to the transfer in October 2023, were determined through a combination of historical and projected business cash flows. All estimates by nature involve a large degree of judgement and sensitivity to the underlying assumptions.

Table of Contents

other indications of sales value, and includes assets held for sale. In developing these estimates, we utilized the expertise of members of the Board, and forecasts generated by our management. Estimates for the liquidation value of Prime Subaru Manchester, prior to the transfer in October 2023, were determined through a combination of historical and projected business cash flows. All estimates by nature involve a large degree of judgement and sensitivity to the underlying assumptions.

Under the liquidation basis of accounting, we recognize liabilities as they would have been recognized under the going concern basis as adjusted for the timing assumptions related to the liquidation process and they will not be reduced to expected settlement values prior to settlement. Our liabilities are derecognized when we pay the obligation or when we are legally released from being the primary obligor under the liability.

The valuation of our assets and liabilities, as described above, represents estimates, based on present facts and circumstances, of the net realizable value of the assets and costs associated with carrying out the Plan of Liquidation. The actual values and costs associated with carrying out the Plan of Liquidation may differ from amounts reflected in the accompanying consolidated financial statements because of the Plan of Liquidation’s inherent uncertainty. These differences may be material. In particular, these estimates will vary with the length of time necessary to complete the Plan of Liquidation. It is currently anticipated that aliquidation ~~majority of the assets we owned on the date the Plan of Liquidation as approved by Highline~~ will be ~~sold~~completed by ~~June 30, 2025, with liquidation complete by~~ December 31, 2025, however, no assurances can be provided that this date will be met. This date was determined through management consultation with the ~~Board,~~Receiver ~~consultation with the Monitor~~ and ~~the~~ GPB’s external counsel and contemplates such matters as the timing of the approval of the distribution plan, the timing of Mr. Gentile’s criminal trial, and outcome and the settling of pending litigation as the main components driving the estimate on timing of complete liquidation. Any delays in the timing of the resolution of these matters could significantly delay both the completion date and the amounts available to be distributed upon liquidation. In addition, this date assumes that if the Partnership continues to be responsible for costs relating to matters expected to occur after the anticipated liquidation completion date of December 31, 2025, primarily the anticipated indemnification costs, such estimated amounts would be reserved for and managed by GPB to pay such obligations. The current projection model used to estimate future costs during liquidation includes consideration of this scenario.

Table of Contents

Net assets in liquidation represents the estimated liquidation value to holders of Units upon liquidation. It is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to our Limited Partners and no assurance can be given that the distributions will equal or exceed the estimate presented in these Consolidated Financial Statements.

~~RESULTS~~Results OFof ~~OPERATIONS~~Operations

In light of the adoption of ~~Liquidation~~liquidation ~~Basis~~basis of Accounting as of December 31, 2021, comparisons of the year ended December 31, ~~2023~~2024 to the prior year ended December 31, ~~2022~~2023 are not meaningful, and therefore we no longer discuss the changes in results of our operations.

~~Dispositions~~On October 16, 2023, GPB Prime transferred ownership of the sole remaining dealership, Prime Subaru Manchester, to Group 1, following the parties’ settlement of litigation. The net proceeds of $34.4 million from the sale of Prime Subaru Manchester were received in 2022, in advance of the final transfer in October 2023.

The results of operations for the year ended December 31, 2021 is primarily influenced by the disposition of our dealerships pursuant to the sale of substantially all of our operating assets, including real estate, to Group 1. We did not acquire any dealerships during any of the periods presented.

Net proceeds received from dispositions, as well as other certain disposition-related information is presented below:


	Years Ended December 31,
(Dollars in thousands)	2023		2022		2021

Number of dealerships disposed		1		—		34
Number of franchises disposed		1		—		18
Net proceeds from disposition of dealerships	$	—	$	34,403	$	629,580

Proceeds received from the sale of dealerships is net of the repayment of the related floor plan debt.

On October 16, 2023, GPB Prime transferred ownership of the sole remaining dealership, Prime Subaru Manchester, to Group 1, following the parties’ settlement of litigation (see “Item 3. Legal Proceedings” for more information on the Prime Subaru Manchester matter). The net proceeds of $34.4 million from the sale of Prime Subaru Manchester were received in 2022, in advance of the final transfer in October 2023.

Table of Contents

During the year ended December 2021 the Partnership sold 34 dealerships. The Partnership received net proceeds of $629.6 million.

Additionally, proceeds of $nil, $nil, and $285.2 million for the sale of property and equipment (including related real estate) was received in 2023, 2022, and 2021, respectively.

Liquidity and Capital Resources

The Partnership has historically relied primarily on cash on hand, cash flows from operations, floorplan lines of credit and borrowings under our credit facilities as the main sources for liquidity. We used those funds to invest in capital improvements and additions and satisfy contractual obligations. Since the adoption of our Plan of Liquidation, our ability to meet our obligations is contingent upon the disposal of our assets in accordance with the Plan of Liquidation. We had $~~547~~527.4 million in cash on hand, cash equivalents and ~~investments~~investment securities, and $2.2 million in restricted cash as of December 31, ~~2023~~2024. We expect that this will be adequate to meet our obligations, pursuant to our Plan of Liquidation.

Contractual Payment Obligations

The following table summarizes our payment obligations under certain contracts as of December 31, ~~2023~~2024, that obligate the Partnership to contractual payments. The amounts presented are based upon, among other things, the terms of any relevant agreements. Future events that may occur related to payment obligations could cause actual payments to differ significantly from these amounts.


(Dollars in thousands)	Payments Due by Period
									More Than 5
			Less than 1 Year		1 - 3 Years		3 - 5 Years		Years (~~2029~~2030 and
	Total		(~~2024~~2025)		(~~2025~~2026 and ~~2026~~2027)		(~~2027~~2028 and ~~2028~~2029)		thereafter)
Notes payable - related parties		20,643		20,643		—		—		—
Notes payable - related party		24,267		24,267		—		—		—
Total	$	2024,~~643~~267	$	2024,~~643~~267	$	—	$	—	$	—

Additionally, $59.62 million of interest has been accrued associated with these notes payable - related ~~parties~~party and is included as a component of the $2024.63 million reflected in the table above.

Holding Company Status

The Partnership is a holding company that does not conduct any business operations for its own.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and reported amounts of revenues and expenses at the date of the financial statements. Certain accounting policies require us to make difficult and subjective judgments on matters that are inherently uncertain. The following accounting policies involve critical accounting estimates because they are particularly dependent on assumptions made by management. While we have made our best estimates based on facts and circumstances available to us at the time, different estimates could have been used in the current period. Changes in the accounting estimates we used are reasonably likely to occur from period to period, which may have a material impact on the presentation of our financial condition in liquidation.

Our most critical accounting estimates include those related to reserves for potential litigation and our liquidation accounting estimates including: the date on which we expect the liquidation process to be complete, the estimated legal costs expected to be incurred during the liquidation process, estimated settlement proceeds of our assets, estimated settlement amounts of our liabilities, and the estimated revenue and operating expenses that were projected through the date in which we no longer operate Prime Subaru Manchester. We review our estimates, judgments and assumptions periodically and reflect the effects of revisions in the period that they are deemed to be necessary. We believe that these estimates are reasonable, however, the actual results could differ from the estimates and assumptions made in the preparation of the accompanying Consolidated Financial Statements.

3220

Table of Contents

the liquidation process, estimated settlement proceeds of our assets, and estimated settlement amounts of our liabilities. We review our estimates, judgments and assumptions periodically and reflect the effects of revisions in the period that they are deemed to be necessary. We believe that these estimates are reasonable, however, the actual results could differ from the estimates and assumptions made in the preparation of the accompanying Consolidated Financial Statements.

Reserves for potential litigation

We, our General Partner, and our subsidiaries are involved in a number of regulatory, litigation, arbitration and other proceedings or investigations, and many of those matters expose us to potential financial loss and the resolutions of which could impact our estimated liquidation completion date. We record a liability when we believe that it is probable a loss will be incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. We evaluate developments in our legal matters that could affect the amount of liability that has been previously accrued, if any, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgement is required to determine both the likelihood of there being a resolution and the estimated amount of a loss related to such matters.

Liquidation Basis of Accounting

As of December 31, 2021, the Partnership transitioned from a going concern basis of accounting to a liquidation basis of accounting in accordance with U.S. GAAP. Under the ~~Liquidation~~liquidation ~~Basis~~basis, the remeasurement of the Partnership’s assets and liabilities includes management’s estimates and assumptions of: (i) income to be generated from the remaining assets until the anticipated date of sale; (ii) sales proceeds to be received for these assets at the time of sale; (iii) operating expenses to be incurred during the liquidation period; and (iv) amounts required to settle liabilities. The estimated liquidation values for assets and liabilities derived from future operations and asset sales and the settlement of estimated liabilities are reflected on the Consolidated Statements of Net Assets in Liquidation in “Item 15. Exhibits, Financial ~~Statements~~Statement ~~and Exhibits~~Schedules.” The actual amounts realized could differ materially from the estimated amounts.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

~~Interest~~We ~~Rate~~are ~~Risk~~a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and are not required to provide the information under this item.

We are exposed to interest rate risk related to our significant cash, cash equivalents and investment security balances as a result of the sale of substantially all of our assets. All cash and cash equivalents were held in bank deposits, and investment securities were held in U.S. Treasury Bills as of December 31, 2023. If interest rates decrease in the future, we will earn a lower return on our cash balances, which would impact interest income along with cash flows but would not materially impact the fair market value of the related underlying instruments

We currently do not have outstanding debt with variable interest rates, and we do not use derivatives or other financial instruments for trading or speculative purposes.

Item 8. Financial Statements and Supplementary Data

The consolidated financial statements and notes thereto required by this item begin on page F-1 as listed in “Item 15. Exhibits, ~~and~~ Financial Statement Schedules.” of Part IV of this Form 10-K and are incorporated herein by reference.

Item 9. Changes Inin and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Control and Procedures

~~Our~~In ~~management,~~connection ~~under~~with the ~~supervision~~preparation and ~~with~~filing ~~the participation~~ of our ~~Chief~~prior ~~Executive~~reports ~~Officer~~on ~~and~~Form ~~Chief~~10-K ~~Financial~~and ~~Officer~~Form 10-Q, ~~has~~we ~~evaluated~~determined ~~the~~that ~~effectiveness~~there ofwere material weaknesses in our ~~disclosure~~internal ~~controls~~control ~~and~~over ~~procedures~~financial reporting (“ICFR”), as such term is defined in ~~Rule~~Exchange Act Rules 13a-15(ef) ~~under~~and ~~the~~15d-15(f). ~~Exchange~~The ~~Act,~~underlying ascircumstances ofthat ~~December~~led ~~31,~~to ~~2023.~~this ~~Based~~conclusion onrelated in part to the events that ~~evaluation,~~led ~~our~~to ~~Chief~~the ~~Executive~~U.S. ~~Officer~~government’s ~~and~~criminal ~~Chief~~prosecution ~~Financial~~of ~~Officer~~Mr. ~~have~~Gentile ~~concluded~~and the governance changes that, aswere ofrequired ~~December~~in 31response, ~~2023,~~and these matters contributed to our determination that our disclosure controls and procedures were not effective in providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. We have continued to make this same determination in Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filed thereafter.

3321

Table of Contents

~~management~~Since this initial determination was made, ~~including~~we ~~its~~have ~~principal~~worked ~~executive~~to address and ~~principal~~remediate ~~financial~~these ~~officers~~ICFR and disclosure controls weaknesses, and we believe that they have been substantially addressed or ~~persons~~eliminated ~~performing~~through ~~similar~~the ~~functions,~~sale of substantially all of our operations as ~~appropriate~~of December 31, 2024. However, in view of the Partnership being in a process of liquidation (with no material non-cash assets left in its portfolio), and with the Partnership also now in Receivership, we have determined that it would not be in the best interests of the Partnership and the holders of its Units to ~~allow~~spend ~~timely~~the ~~decisions~~resources ~~regarding~~on ~~required~~the third-party testing and monitoring processes that would be needed for us to finalize and confirm a conclusion that these weaknesses have been remediated and that our ICFR and disclosure controls and procedures are effective. As a result, when we evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2024 (under the supervision and with the participation of the Receiver), we determined that our disclosure controls and procedures were not effective as of such date.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate ~~internal control over financial reporting~~ICFR, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Because of its inherent limitations, ~~internal~~ICFR ~~control over financial reporting~~ may not prevent or detect material misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. ~~Under~~As ~~the~~further ~~supervision~~described ~~and~~directly ~~with~~above ~~the~~under ~~participation~~“Evaluation of ~~our~~Disclosure ~~management,~~Control ~~including our Chief Executive Officer~~ and ~~Chief Financial Officer~~Procedures,” we ~~have~~determined ~~evaluated~~that ~~the~~there ~~effectiveness~~were ofmaterial ~~our~~weaknesses ~~internal~~in ~~control~~our ~~over~~ICFR ~~financial reporting based on the framework~~ in ~~Internal~~connection ~~Control~~with ~~– Integrated Framework-2013 issued by~~ the ~~Committee~~preparation ofand ~~Sponsoring~~filing ~~Organizations~~ of ~~the Treadway Commission, and concluded~~ our ~~internal~~prior ~~control~~reports ~~over~~on ~~financial~~Form ~~reporting~~10-K ~~was~~and ~~not~~Form ~~effective as of December 31, 2023 due to the material weaknesses set forth below~~10-Q.

~~Material~~We ~~Weaknesses~~have worked to address and remediate these ICFR and disclosure controls weaknesses, and we believe that they have been substantially addressed or eliminated through the sale of substantially all of our operations as of December 31, 2024. However, in view of the Partnership being in a process of liquidation (with no material non-cash assets left in its portfolio), and with the Partnership also now in Receivership, we have determined that it would not be in the best interests of the Partnership and the holders of its Units to spend the resources on the third-party testing and monitoring processes that would be needed for us to finalize and confirm a conclusion that these weaknesses have been remediated and that our ICFR is effective. As a result, when we evaluated the effectiveness of our ICFR as of December 31, 2024, based on the framework in Internal Control – Integrated Framework-2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission, under the supervision and with the participation of the Receiver and our Chief Executive Officer and Chief Financial Officer, we concluded that our ICFR was not effective as of such date because of the material weaknesses in our system of ICFR that we had previously identified.

We have concluded that there are material weaknesses in our system of internal control over financial reporting (“ICFR”), which if not remediated could materially and adversely affect our ability to timely and accurately report our results of operations and financial condition.

We have identified weaknesses, or a combination of deficiencies, relating to risk assessment, control activities and monitoring of the Partnership’s control environment that have been determined to be material weaknesses in our internal controls. These identified weaknesses are attributed, in part to insufficient and ineffective controls within our financial close and reporting process.

Remediation Plan

Our management is committed to maintaining a strong internal control environment and implementing measures designed to help ensure the financial statements are free of material error. To remediate the material weaknesses, management believes the following remediation plans would have to be developed, implemented, and tested:

● establishing a hierarchy of review with the appropriate complement of management personnel, and

● implementing intensive review policies and procedures to be performed at an appropriate level of precision.

While management believes the measures described above and others that may be implemented should remediate the material weaknesses that we have identified, management does not expect to fully remediate these material weaknesses in the near term. Our management is currently determining the extent and timing of its remediation efforts including rationalizing the level of investment necessary to mitigate the level of risk brought on by our material weaknesses, in light of the progress being made in our Plan of Liquidation. We may decide to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete such actions due to the timing of carrying out the Plan of Liquidation.

Changes in Internal Control over Financial Reporting

~~Other~~There ~~than the ongoing effort to implement elements of our remediation plan, there~~ were no changes in our ~~internal~~ICFR ~~control over financial reporting~~ during the ~~last~~ three months ended December 31, ~~2023~~2024, that have materially affected, or are reasonably likely to materially affect, our ~~internal control over financial reporting~~ICFR.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

Not applicable.

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

MANAGEMENT OVERVIEW

As previously discussed, inpursuant ~~“Item~~to 1.the ~~Business”~~Receivership Order, the Partnership is managed by GPB, through its affiliation with Highline, under the supervision and direction of the Receiver. ~~The~~Prior to the appointment of the Receiver, the main governing bodies that ~~ultimately~~managed ~~manage~~ and ~~make~~made decisions for the Partnership ~~are~~were the ~~GPB~~ Acquisition Committee and Highline, including Highline’s ~~Executive~~executive ~~Officers~~officers asand ~~well~~its asnow ~~the~~defunct Board, asdiscussed ~~described in this “Item 10~~below. ~~Directors, Executive Officers and Corporate Governance.”~~ The Acquisition Committee and Highline each ~~perform~~performed distinct functions on behalf of the Partnership, as outlined below.

~~Appointment~~Upon the appointment of ~~Monitor~~the Receiver, all powers previously possessed by Highline, GPB, the Acquisition Committee, the Receivership Entities and ~~Application~~their ~~for~~officers, directors, managers, agents and affiliates were suspended, except to the extent as granted by the Receiver. Under the Receivership Order, the Receiver has powers, authorities, rights, and privileges previously possessed by Highline, GPB, the Acquisition Committee, the Receivership Entities, and their officers, directors, managers, managing members, and the general and limited partners of Highline, GPB, and the Receivership Entities.

OnThe ~~February~~Receiver ~~11, 2021, the EDNY Court~~ re-appointed ~~the~~each ~~Monitor~~of ~~over GPB. Pursuant to~~ the ~~EDNY~~individuals ~~Court’s~~listed ~~original~~below ~~order, GBP shall (i) grant the Monitor access~~ to ~~all~~serve ~~non-privileged~~under ~~books,~~his ~~records~~direct ~~and~~supervision ~~account~~as ~~statements~~executive ~~for~~officers. ~~the~~The ~~GPB-managed~~term ~~funds,~~of ~~including~~office ~~the~~of ~~Partnership,~~each asof ~~well~~these asexecutive ~~their~~officers ~~portfolio~~continues ~~companies,~~until ~~and~~his ~~(ii)~~resignation ~~cooperate~~or ~~fully~~removal ~~with requests~~ by the ~~Monitor reasonably calculated to fulfill the Monitor’s duties~~Receiver. The ~~Order~~following ~~also~~table ~~grants~~sets ~~the~~forth ~~Monitor~~information concerning the ~~authority~~executive ~~to approve or disapprove proposed material corporate transactions by GPB~~officers, ~~the~~including ~~Partnership~~their ~~or its subsidiaries~~ages, ~~extensions~~positions ofand ~~credit by them outside the ordinary course of business~~tenure, ~~decisions~~as ~~to resume distributions to the Limited Partners~~ of the ~~Partnership,~~date ~~or any decision to file any bankruptcy or receivership petition for any of them, among other actions~~hereof.

The Monitor was required to submit a report to the court within 60 days of his appointment recommending either continuation of the Monitorship, conversion to a receivership, and/or filing of bankruptcy petitions for one or more of the various entities. The Monitor submitted this report on April 12, 2021, and recommended continuation of the Monitorship.


Name	Age	Officer since	Position
Robert Chmiel	64	2021	GPB Chief Executive Officer and Chief Financial Officer and Highline Chief Executive Officer
Evan Cutler	40	2021	Highline Chief Financial Officer
Michael Emanuel	58	2022	GPB and Highline General Counsel and Chief Compliance officer
Joseph T. Gardemal III ⁽¹⁾	58	2023	Receiver

On1. ~~May 31, 2022,~~ Mr. ~~Gentile~~Gardemal ~~filed~~is anot ~~motion~~an inexecutive ~~the~~officer ~~SEC~~pursuant ~~Action~~ to ~~modify~~Item ~~the~~401 ~~Amended~~of ~~Monitor~~Regulation ~~Order~~S-K. ~~pursuant~~Pursuant to ~~Rule~~the ~~60(b)~~Receivership ~~Motion. In his Rule 60(b) Motion~~Order, Mr. ~~Gentile sought a court order to~~Gardemal, ~~among~~in ~~other~~his ~~things,~~capacity ~~(i)~~as ~~narrow~~ the ~~scope~~Receiver of the ~~Monitor’s~~Partnership, ~~responsibilities;~~serves ~~and~~in ~~(ii) direct~~ the ~~Monitor~~effect tofunction ~~ensure that GPB does not sell or otherwise dispose~~ of ~~assets~~an orexecutive ~~portfolio~~officer ~~companies~~and ~~that~~possesses the ~~Partnership owns before the completion of a “strategic assessment” to be conducted by three managers Mr. Gentile purported to appointed to GPB on May 27~~powers, ~~2022. On that same day~~authorities, ~~May 31~~rights, ~~2022, the Monitor notified Mr. Gentile~~ and ~~GPB~~privileges ~~that~~previously ~~Mr.~~held ~~Gentile’s~~by ~~purported appointment of three new managers to GPB without Monitor approval was, in violation of~~ the ~~Amended~~former ~~Monitor~~management ~~Order. Mr. Gentile and GPB were, at that time, given ten (10) business days to cure the violation~~ of the ~~Amended Monitor Order~~Partnership. ~~The cure period has expired without any steps having been taken to comply with the Monitor’s notification of violation of the Amended Monitor Order.~~

OnRobert ~~June 13~~Chmiel, ~~2022, the SEC filed by order to show cause in the SEC Action an application and order to (i) convert the existing Monitorship over~~ GPB and ~~the~~Highline ~~GPB-managed~~Chief ~~funds~~Executive toOfficer ~~a Receivership,~~ and ~~appoint the Monitor, Joseph T. Gardemal III, as Receiver; and (ii) impose a litigation injunction on cases filed against~~ GPB ~~and~~Chief ~~the~~Financial ~~GPB-managed funds. The Receivership Application and the Proposed Order Appointing Receiver and Imposing Litigation Injunction were filed with the EDNY Court with the consent of GPB’s management.~~Officer

~~The~~Robert ~~Receivership~~Chmiel, ~~Application~~64, ~~seeks~~Chief ~~appointment~~Executive ofOfficer ~~Mr.~~(since ~~Gardemal~~July as2021), ~~Receiver~~Interim inChief ~~order~~Executive Officer (from February 2021 to, inJune ~~part~~2021) and Chief Financial Officer of GPB (since November 2019), ~~streamline~~leads all aspects of the ~~process~~firm, byincluding ~~which~~investment ~~GPB~~management, accounting and ~~the~~finance, ~~GPB-managed~~legal ~~funds~~and ~~liquidate~~compliance, ~~remaining~~and ~~portfolio~~communications ~~company~~and ~~assets~~investor relations. Mr. Chmiel has extensive experience in due diligence and ~~distribute~~SEC ~~money~~filings tofor ~~Limited~~publicly ~~Partners~~traded companies. His experience also includes six years of various finance roles with The Walt Disney Company, ~~subject~~most tonotably as a senior member of the ~~EDNY~~executive ~~Court’s~~team ~~supervision~~which launched Disney Online. ~~The~~Most ~~Proposed~~recently, ~~Order~~he ~~would~~was ~~grant~~the CFO of Orion Resource Partners, a $4 billion New York-based commodity-themed investment manager. Prior to Orion, Mr. ~~Gardemal,~~Chmiel ~~generally,~~was ~~all~~the ~~powers~~CFO and ~~authorities~~Head ~~previously~~of ~~possessed~~Marketing byfor ~~the~~Pia ~~entities~~Capital ~~subject~~Management, toa ~~the~~Greenwich, ~~Proposed~~CT- ~~Order~~based global macro hedge fund. Before Pia, asMr. ~~well~~Chmiel aswas the ~~powers~~Managing ~~possessed~~Principal byof ~~the~~RC ~~officers,~~Financial ~~directors~~Group LLC, ~~managers~~a ~~and~~financial ~~others~~consulting ~~previously~~firm which specialized in ~~charge~~due ofdiligence ~~those~~services, ~~entities~~capital raising, marketing and ~~permits~~CFO ~~him~~services to, ~~among~~hedge ~~other things~~funds, ~~take~~private ~~all~~equity ~~such~~funds ~~actions~~as ~~necessary~~well as to ~~preserve~~small ~~receivership~~and ~~assets~~micro-cap public companies. Mr. Chmiel holds a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania and a Bachelor of Arts in Economics from the College of the Holy Cross.

Additionally, the Receivership Application includes a proposed stay of all Federal and State actions as well as any arbitrations presently pending against GPB and the GPB-managed funds or to be filed in the future, and provides for a centralized claims process in the EDNY Court for GPB Limited Partners to prevent potentially disparate actions in different courts that could negatively impact the assets proposed to be subject to the EDNY Court’s jurisdiction and control.23

Table of Contents

OnMichael ~~July 28~~Emanuel, ~~2023,~~GPB anGeneral ~~Eastern~~Counsel District of New York Magistrate Judge issued a R&R, recommending that the EDNY Court grant the SEC’s Receivership Application (i.e., convert the monitorship to a receivership), including the imposition of a litigation injunction. The Magistrate Judge further recommended that Mr. Gentile’s Rule 60(b) Motion be denied as moot, or alternatively, that it be denied as procedurally improper. Mr. Gentile’s and ~~Mr.~~Chief ~~Schneider’s~~Compliance ~~objections to the R&R, and all responses thereto, were filed with the EDNY Court as of September 29, 2023.~~Officer

OnMichael ~~December 7~~Emanuel, ~~2023~~58, ~~the~~is ~~EDNY Court issued an Order, granting~~ the ~~SEC’s~~General ~~Receivership~~Counsel ~~Application~~ and ~~adopting~~Chief ~~the~~Compliance ~~Receivership~~Officer ~~Order.~~of OnGPB ~~December~~(since ~~12,~~August ~~2023,~~2020) ~~Mr. Gentile~~ and ~~Mr.~~is ~~Schneider~~responsible ~~filed~~for ~~notice~~all ~~of appeal with the EDNY Court of the Receivership Order~~legal, ~~along~~compliance ~~with~~and anregulatory ~~Application for Order to Show Cause to the EDNY Court to stay the Receivership Order pending resolution of Mr~~functions. ~~Gentile’s and~~ Mr. ~~Schneider’s~~Emanuel ~~appeal~~joined toGPB ~~the~~from ~~Second~~Stroock ~~Circuit.~~& OnStroock ~~December~~& 14Lavan, ~~2023,~~a ~~the~~New ~~EDNY~~York-based ~~Court~~law ~~denied~~firm ~~the~~where ~~Order~~he toserved ~~Show~~as ~~Cause,~~a ~~but~~partner ~~exercised~~(March ~~its~~2018 ~~discretion~~- toJuly ~~grant~~2020). aThere, ~~temporary~~he ~~stay~~advised ofclients ~~the~~in ~~Receivership~~matters ~~Order~~relating to ~~allow~~fund, ~~Mr.~~adviser ~~Gentile~~ and ~~another~~family ~~defendant~~office tolegal, ~~seek~~compliance aand ~~stay~~regulatory ~~pending appeal of the Receivership Order from the Second Circuit~~infrastructure. ~~On December 21, 2023,~~ Mr. ~~Gentile~~Emanuel ~~and~~has ~~Mr.~~focused ~~Schneider~~his ~~timely~~career ~~filed~~practice ~~their~~on ~~motion~~investment ~~for~~adviser aand ~~stay~~investment ~~pending~~company ~~appeal~~regulation, ~~with~~ the ~~Second~~representation ~~Circuit. The parties to the appeal have agreed to an expedited briefing schedule, which as~~ of ~~this~~investment ~~filing~~funds isand ~~set~~investment toadvisors bein ~~completed~~the ~~on April 12~~formation, ~~2024. If the Receivership Order is affirmed on appeal~~structuring, ~~the~~capitalization ~~receiver~~and ~~would~~operations ~~assume~~of ~~the~~investment ~~power~~funds ~~to operate~~ and ~~manage~~management ~~the~~businesses. ~~business~~Prior ~~but would have the power~~ to ~~authorize~~becoming ora ~~delegate~~law ~~said~~firm ~~power to others~~partner, ~~including~~Mr. ~~the~~Emanuel ~~current~~spent ~~management~~over ~~team~~20 atyears ~~GPB.~~as ~~Under~~a ~~the~~general ~~Receivership~~counsel, wechief ~~may~~compliance ~~be subject to~~officer, ~~among~~chief ~~other~~operating ~~things,~~officer ~~closer monitoring of our day-to-day activities~~ and ~~books~~senior ~~and~~vice ~~records~~president ~~than~~at ~~under~~leading ~~the~~registered ~~current~~investment ~~Monitorship.~~management Wefirms, ~~may~~family ~~also~~offices, beglobal ~~prohibited~~banks ~~from~~and ~~making~~other ~~certain~~financial ~~investments~~services orand ~~undertaking~~law ~~activities that we would have otherwise pursued~~firms, ~~may~~most berecently ~~required~~at toEagle ~~settle~~Investment ~~certain~~Solutions ~~disputes~~ (~~including~~from ~~disputes~~June ~~with~~2010 ~~creditors),~~– orMarch ~~otherwise~~2018). ~~may~~Mr. beEmanuel ~~subject~~received tohis ~~reorganization~~Juris orDoctor ~~liquidation.~~degree ~~This~~from ~~may~~Fordham ~~also~~University ~~impact~~and ~~our~~his ~~estimates~~Bachelor ~~regarding~~of ~~costs~~Science ~~expected~~in toAccounting befrom ~~incurred~~Washington ~~during the liquidation process~~University.

~~GPB~~Evan ~~Summary~~Cutler, Highline Chief Financial Officer

~~GPB~~Mr. isCutler, a40, ~~Delaware~~Chief ~~limited~~Financial ~~liability~~Officer ~~company~~(since January 2022), ~~registered~~previously served as anSenior ~~investment~~Controller ~~adviser~~of ~~with~~Highline, ~~the~~and ~~SEC.~~formerly ~~Under~~GPB, ~~the~~since ~~Partnership’s~~April ~~LPA,~~2019. ~~GPB~~Mr. ~~conducts~~Cutler ~~and~~leads ~~manages~~all ~~our~~financial ~~business.~~aspects ~~However~~of Highline, ~~pursuant~~including tofinance aand ~~MSA~~accounting, ~~with~~financial ~~Highline~~reporting, ~~Highline~~taxes, ~~oversees~~and assists in all ~~day-to-day~~other ~~functions~~areas of ~~the~~Highline’s ~~Partnership~~business. ~~and~~Mr. ~~its~~Cutler ~~subsidiaries,~~was ~~including~~previously ~~management~~Controller of ~~all~~Capstone ~~underlying~~Investment ~~assets,~~Advisors ~~human~~from ~~capital~~2015 to 2018, ~~accounting~~where ~~and~~he ~~financial~~led ~~reporting,~~the fund accounting group and ~~operations.~~was ~~The~~responsible ~~main~~for ~~governing~~P&L, ~~body~~review ~~internal~~and tomonitoring ~~GPB~~of isoperations ~~the~~functions, ~~Acquisition~~month ~~Committee.~~end ~~While~~close ~~GPB~~processes, ~~through~~regulatory ~~its~~filings, ~~Acquisition~~financial ~~Committee~~statements, ~~controls~~taxes, ~~all~~investor ~~major~~due ~~asset~~diligence ~~acquisition~~meetings and ~~divestiture~~new ~~decisions~~fund ~~concerning~~launches ~~the~~from ~~Partnership,~~an ~~Highline~~accounting isand ~~responsible~~operational ~~for~~perspective. ~~reporting~~Mr. ~~and~~Cutler ~~monitoring~~also ~~distributions~~was toa ~~our~~member ~~Limited~~and ~~Partners.~~presenter ~~Pursuant~~ to the ~~April~~valuation ~~14,~~committee ~~2021~~of ~~Amended~~Capstone ~~Order~~Investment ~~issued~~Advisors. byMr. Cutler has 15 years total experience in the ~~EDNY~~investment ~~Court~~management industry, ~~Highline’s~~is ~~operational~~a ~~and~~Certified ~~financial~~Public ~~decisions~~Accountant ~~regarding~~licensed in the ~~affairs~~state of ~~the~~New ~~Partnership~~Jersey, ~~are~~and ~~subject~~has toa ~~the~~B.S. ~~Monitor’s~~from ~~authority~~Montclair State University.

Joseph T. Gardemal III, Receiver

Mr. Gardemal, 58, serves as the Receiver of the Partnership, and is responsible for overseeing and managing the Receivership Estate pursuant to the Receivership Order. Mr. Gardemal is a managing director at Alvarez & Marsal, a position he has held since August 2006. Mr. Gardemal is a Certified Public Accountant licensed in Louisiana, Washington D.C., Maryland, and Virginia and received his Bachelor in Business Administration (Accounting) From Loyola University New Orleans.

No family relationship exists among any of the executive officers.

Board Committees

Pursuant to the Receivership Order, the Receiver now performs the functions of the compensation, governance and audit committees. As a result, the former Board and committees have been disbanded.

Involvement in Certain Legal Proceedings

None of the executive officers have been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 10 years.

Director Independence

As discussed below, we do not currently have a board of directors.

Code of Ethics

GPB operates under a Code of Ethics, reviewed at least one time per year, which is designed to prevent, among other things, improper personal trading; identify conflicts of interest; and provide a means to resolve any actual or potential conflicts.

Table of Contents

Insider Trading

Outside of certain limited contexts, such as permitted transfers upon death and certain litigation settlements, the Partnership’s corporate transfer book is closed and we prohibit recording transfers of our Partnership units. Our management, employees and their affiliates, as well as the Receiver, each do not own or trade in Partnership units. As a result of the foregoing, the Partnership has not adopted formal insider trading policies and procedures governing the purchase, sale and/or other dispositions of the Partnership’s units.

Corporate Governance of the Partnership Prior to the Appointment of the Receiver

Prior to the appointment of the Receiver, GPB conducted and managed our business, with Highline overseeing the day-to-day functions of the Partnership and its subsidiaries, including management of all underlying assets, human capital, accounting and financial reporting, and operations. GPB’s main governing body was the Acquisition Committee. GPB, through its Acquisition Committee, controlled all major asset acquisition and divestiture decisions concerning the Partnership, and Highline was responsible for reporting and monitoring distributions to our Limited Partners. Before the Receivership took effect, but following the April 14, 2021 Amended Monitor Order issued by the EDNY Court, Highline’s operational and financial decisions regarding the affairs of the Partnership were subject to Mr. Gardemal’s authority and supervision as the Monitor of the Partnership.

The following overview reflects the corporate governance of the Partnership prior to the appointment of the Receiver:

Acquisition Committee

~~The~~Prior ~~Acquisition~~to ~~Committee~~the isReceivership ~~currently~~taking ~~composed~~effect, ofthe ~~three~~Acquisition Committee comprised two members appointed by GPB;. ~~however,~~ GPB ~~may~~controlled ~~increase or decrease~~ the size of the Acquisition Committee, and could nominate and remove Acquisition Committee members at its sole discretion. ~~Currently~~Prior to the Receivership taking effect, the members of the Acquisition Committee ~~are~~were Robert Chmiel, and Michael Emanuel,. ~~and~~ Nico Gutierrez resigned as a member of the Acquisition Committee in June 2024. Pursuant to letter agreements with us,: ~~Acquisition~~(i) ~~Committee~~the ~~members~~terms ~~agree~~of tothe ~~serve~~Acquisition onCommittee ~~such~~members ~~committee~~were automatically renewed for ~~automatically~~a ~~renewing~~term of one year ~~terms~~, and provided that either party may terminate the relationship at any time, ~~that~~(ii) ~~they~~the ~~will~~Acquisition Committee members were bound to use their best judgment when making recommendations on acquisitions and divestiture decisions for us, and ~~will~~(iii) ~~regularly~~and the Acquisition Committee members were required to attend committee meetings.

~~According~~The ~~to the~~ Acquisition Committee governing charter, set forth the authority and responsibilities of the Acquisition Committee, ~~include~~which included:

● Understanding our mission and organizational goals and how they underscore and support the objectives of the portfolio companies.;

● Reviewing and advising on proposed acquisitions based on the consistency, viability and fit of those proposed acquisitions with our acquisition and operational criteria.; and

● Voting on acquisitions and divestitures, which ~~require~~required the approval of at least 75% of the Acquisition Committee members in order to proceed with a particular investment decision.

~~Notwithstanding~~The ~~the above, GPB’s~~ Acquisition Committee asset acquisition and divestiture decisions concerning ~~the~~significant ~~Partnership~~transactions ~~that~~were ~~constitute a Significant Transaction are~~ subject to required approval by a majority of the independent Directors of the Board. AIn ~~“Significant~~December ~~Transaction”~~2024, ~~means~~in ~~(i)~~accordance awith ~~transaction~~the Receivership, the Acquisition Committee was disbanded.

3625

Table of Contents

~~that~~The ~~meets~~Acquisition ~~the~~Committee ~~definition~~members ofwere anot ~~Significant~~independent ~~Subsidiary~~and ~~contained~~were inaffiliated ~~Regulation~~with ~~S-X~~either ~~under~~GPB ~~federal~~or ~~securities~~Highline. ~~laws;~~The ormembers ~~(ii)~~were ~~based~~not onseparately ~~criteria~~compensated ~~otherwise~~for ~~determined~~their byservice on the ~~Board~~Acquisition Committee. The below chart reflects the Acquisition Committee make up and their tenure on the committee:

Acquisition Committee members are not independent and are affiliated with either GPB or Highline. The members are not separately compensated for their service on the Acquisition Committee. The below chart reflects the Acquisition Committee make up and their tenure on the committee:


Name	Position	Tenure
Robert Chmiel	Committee Chair Person	March 2021 - December 2024
Michael Emanuel	Committee Member	December 2021- December 2024
Nico Gutierrez	Committee Member	December 2021- June 2024


Name	Position	Tenure
Robert Chmiel	Committee Chair Person	March 2021 - Present
Michael Emanuel	Committee Member	December 2021- Present
Nico Gutierrez	Committee Member	December 2021- Present

Highline Management Services Agreement

~~Advisory~~Pursuant ~~Committee~~to the MSA, dated January 1, 2020, on GPB’s behalf and now under Receivership supervision and direction, Highline manages all day-to-day functions of the Partnership and its subsidiaries, including management of all underlying assets, human capital, accounting and financial reporting, and operations. Thus, Highline provides independent oversight and review of most aspects of our operations.

~~During~~A ~~2021,~~May ~~GPB~~2020 ~~had~~amendment anto ~~Advisory~~the ~~Committee~~MSA ~~composed~~set offorth that the MSA would be in effect for an initial three-year ~~members~~term, ~~appointed~~effective byfrom ~~GPB~~January 1, 2020 through December 31, 2023. The ~~Advisory~~MSA ~~Committee~~ was ~~responsible~~subsequently ~~for~~amended ~~reviewing~~in ~~and~~August ~~approving~~2021, ~~all~~through ~~related~~which ~~party~~the ~~transactions~~initial ~~involving~~term of the ~~Partnership.~~MSA Inwas ~~February~~extended ~~2022~~to a five-year term, ~~with~~through ~~the~~December ~~Monitor’s~~31, ~~approval~~2024, ~~the~~and ~~Advisory~~automatically ~~Committee~~renews ~~was~~annually ~~disbanded~~thereafter.

~~Code~~Under ofthe ~~Ethics~~MSA, ~~and~~Highline ~~Business~~agreed ~~Conduct~~to provide the following services to the Partnership (but not to the remaining businesses owned by the Partnership, which are managed day-to-day by their own management teams):

~~GPB’s~~● ~~Code~~manage ~~of Ethics~~ and ~~Compliance~~oversee ~~Manual~~the ~~applies~~ day-to-day ~~all~~affairs ~~officers~~ and ~~employees~~operations of ~~GPB~~the ~~and~~Partnership, ~~Highline.~~including Adeveloping ~~copy~~corporate ofstrategy ~~our~~and ~~code~~business ofplans, ~~ethics~~and ismanaging ~~posted~~annual ~~on our website at http://www.gpb-cap.com.~~budgets;

~~GPB~~● ~~Executive~~manage, ~~Leadership~~oversee and facilitate the accounting and payment functions, including necessary cash management services with respect to the operations of the Partnership;

~~GPB’s~~● ~~senior~~manage ~~executives~~and ~~are~~oversee ~~experienced~~the ~~financial~~administration, ~~management~~operations, ~~legal~~financial ~~and~~ accounting ~~professionals with several decades of combined private investment~~ and ~~acquisitions~~financial ~~experience.~~reporting ~~None~~for of the ~~GPB executive leadership have familial relationships with each other or any person listed in this “Item 10. Directors~~Partnership, ~~Executive~~including ~~Officers~~managing ~~and~~the ~~Corporate~~preparation ~~Governance” or “Item 11. Executive Compensation”. The current executive leadership~~ of ~~GPB~~financial isstatements asfor ~~follows:~~the Partnership;

~~Robert~~● ~~Chmiel,~~manage ~~Chief~~the ~~Executive~~process ~~Officer~~for ~~and~~the ~~Chief~~audits ~~Financial~~of ~~Officer~~the financial statements of the Partnership;

~~Robert~~● ~~Chmiel,~~manage ~~63, Chief Executive Officer (since July 2021), Interim Chief Executive Officer (from February 2021 to June 2021)~~ and ~~Chief~~oversee ~~Financial~~the ~~Officer~~process of ~~GPB~~obtaining ~~(since~~third-party ~~November~~valuations ~~2019), leads all aspects~~ of the ~~firm,~~Partnership ~~including investment management, accounting and finance, legal and compliance, and communications and investor relations. Mr. Chmiel has extensive experience~~ in ~~due~~accordance ~~diligence and SEC filings for publicly traded companies. His experience also includes six years of various finance roles~~ with ~~The Walt Disney Company, most notably as a senior member of~~ the ~~executive~~LPA ~~team which launched Disney Online. Most recently, he was the CFO of Orion Resource Partners, a $4 billion New York-based commodity-themed investment manager. Prior to Orion, Mr. Chmiel was the CFO~~ and ~~Head of Marketing for Pia Capital Management, a Greenwich, CT- based global macro hedge fund. Before Pia, Mr. Chmiel was~~ the ~~Managing~~Class ~~Principal~~A ~~of RC Financial Group LLC, a financial consulting firm which specialized in due diligence services, capital raising, marketing~~ and ~~CFO~~Class ~~services to hedge funds, private equity funds as well as to small and micro~~A-~~cap~~1 ~~public~~PPM ~~companies.~~dated ~~Mr.~~July ~~Chmiel holds a Master of Business Administration from the Wharton School of Business at the University of Pennsylvania and a Bachelor of Arts in Economics from the College of the Holy Cross.~~2018;

~~Michael~~● ~~Emanuel,~~communicate regularly and provide written reports (no less frequently than monthly) concerning the financial status and financial performance of the Partnership to GPB, ~~General~~including ~~Counsel~~providing regular (no less frequent than monthly) asset management reports and ~~Chief~~updated ~~Compliance~~financial ~~Officer~~models for the Partnership;

~~Michael~~● ~~Emanuel,~~provide ~~57,~~periodic ismarket ~~the~~data ~~General Counsel~~ and ~~Chief~~information ~~Compliance Officer of GPB~~ (~~since~~no ~~August~~less ~~2020)~~frequent ~~and~~than ~~is responsible for all legal, compliance and regulatory functions. Mr. Emanuel joined GPB from Stroock & Stroock & Lavan, a New York-based law firm where he served as a partner (March 2018 - July 2020~~quarterly). ~~There, he advised clients in matters~~ relating to ~~fund, adviser and family office legal, compliance and regulatory infrastructure. Mr. Emanuel has focused his career practice on investment adviser and investment company regulation,~~ the ~~representation~~businesses of ~~investment funds and investment advisors in~~ the ~~formation,~~Partnership ~~structuring,~~reasonably ~~capitalization~~requested ~~and~~by ~~operations~~GPB offor ~~investment~~investor ~~funds~~marketing and ~~management~~communication businesses. Prior to becoming a law firm partner, Mr. Emanuel spent over 20 years as a general counsel, chief compliance officer, chief operating officer and senior vice president at leading registered investment management firms, family offices, global banks and other financial services and law firms, most recently at Eagle Investment Solutions (from June 2010 - purposes;

37● review and approve significant transactions approved by the Acquisition Committee;

●

review and approve any material change in the investment strategy of the Partnership; and;

●

perform such other services as may be reasonably requested by GPB and which are reasonably acceptable to Highline.

Prior to the Receivership taking effect, GPB, through its Acquisition Committee, controlled all major asset acquisition and divestiture decisions concerning the Partnership, subject to the approval by the Board of any such transaction that constituted a significant transaction as described above. Highline’s former responsibilities set forth above encompassed reporting and monitoring distributions to our Limited Partners.

Table of Contents

~~March~~Between ~~2018).~~the MrApril 14, 2021 Amended Monitor Order and the time when the Receivership took effect, operational and financial decisions made by Highline regarding the affairs of the Partnership were subject to the same authority of the Monitor as decisions made by GPB. ~~Emanuel~~Since ~~received~~the ~~his~~affirmation ~~Juris~~of ~~Doctor~~the ~~degree~~Receivership ~~from~~Order ~~Fordham~~by ~~University~~the Second Circuit, and ~~his~~through ~~Bachelor~~the date of ~~Science~~the infiling ~~Accounting~~of ~~from~~this ~~Washington~~Annual ~~University~~Report, the Partnership has been managed under the direct supervision of the Receiver.

As compensation for the services to be rendered by Highline, ~~Management~~the Partnership paid operation service provider fees (“OSP fees”), ~~Inc~~to Highline at an annual amount agreed to by GPB and Highline, subject to the Board’s approval, following Highline’s delivery of the annual written budget to GPB. ~~Summary~~In 2024 and 2023, OSP fees paid to Highline amounted to $0.3 million and $0.8 million, respectively. After the OSP fee payment in January 2024, management has suspended the payment of all OSP fees from the Partnership until further notice.

In January of 2020, Highline was formed as a wholly-owned subsidiary of GPB to provide services to the GPB-managed partnerships as described below under “Highline Management Services Agreement.” Highline’s formation followed the completion of an independent special investigation by outside legal counsel as a response to recommendations made by GPB’s predecessor Audit Committee to certain allegations brought against the General Partner as described in “Item 3. Legal Proceedings”. The predecessor Audit Committee made recommendations that led to us undertaking a series of restructuring activities to accomplish a number of objectives including, but not limited to: (i) further enhancement of the corporate management structure, with additional professionals knowledgeable in the industry and commensurate with the complexity and demands of the business of the Partnership; (ii) formalization, to the extent possible, of the commitment to share human resources, facilities and operating assets among and between the entities that comprise the Partnership; and (iii) further development of the independent oversight of the corporate governance structure and framework to help enable the Partnership to achieve its goals, control risks and promote compliance with applicable laws, rules and regulations. To that end, Highline was authorized to, and established the Board, initially consisting of five members, three of which are “independent”, as that term is used in the NYSE listed company manual. To address its oversight and governance purposes, the Board established three committees, each consisting entirely of independent members – an Audit Committee, a Governance Committee, and a Compensation Committee. Additionally, these restructuring activities were designed and implemented, in part, to establish independent committees responsible for overseeing GPB’s management related to the Partnership’s affairs, establish additional layers of responsibility within the Partnership’s governance structure, and enhance internal controls.

Highline Board of Directors

~~The~~Prior to the Receivership taking effect, the Board ~~currently~~oversaw ~~consists~~the business and affairs of ~~three~~Highline. ~~members~~Among (other things, the ~~“Directors”)~~Board ~~all~~established Highline’s overall corporate policies and reviewed and oversaw the performance of ~~which~~Highline’s ~~are~~senior ~~independent.~~management ~~The~~in ~~Directors~~(i) ~~are~~executing ~~Walter~~Highline’s ~~Bishop~~business strategy, ~~Jane~~(ii) ~~Kanter,~~managing ~~and~~the ~~Thomas~~day-to-day ~~Lemke.~~operations ~~David~~of ~~Gentile~~Highline, ~~the~~and ~~former~~(iii) ~~Chief~~managing ~~Executive~~the ~~Officer~~LPs ofand ~~GPB~~affiliates, ~~served~~including asthe ~~Chairman~~Partnership, ofin accordance with the ~~Board~~MSA. InThe ~~February~~Board ~~2021,~~also ~~David~~acted ~~Gentile~~as ~~resigned~~an ~~his~~advisor ~~Board~~to ~~position.~~Highline’s Mrsenior management team. ~~Gentile~~The Board’s ~~position~~mission aswas ~~Chairman~~to ~~was~~further ~~assumed~~the bylong-term ~~Michael~~interests ~~Frost~~of ~~following~~the MrReceivership Entities. ~~Gentile~~The Board was kept informed of Highline’s ~~resignation,~~businesses ~~until~~through ~~February~~discussions ~~2022.~~with InHighline’s ~~February 2022~~management, ~~Mr.~~primarily ~~Frost~~at ~~resigned~~meetings ~~from~~of the Board and its committees, and ~~Jane~~through ~~Kanter~~reports ~~replaced~~and ~~Mr.~~analyses ~~Frost~~presented asto the Board by Highline’s ~~Chair~~senior management. The ~~biographies~~Board ofalso ~~current~~reviewed ~~Board~~and ~~members~~approved ~~are~~significant ~~contained~~transactions approved by the Acquisition Committee and any material change in ~~this~~investment ~~“Item~~strategy ~~10.~~of ~~Directors,~~the ~~Executive~~Partnership ~~Officers~~or ~~and~~any ~~Corporate~~of ~~Governance~~the LPs.”

Highline’s ~~Management~~Board ~~Services~~is ~~Agreement~~currently defunct, as previously disclosed. Joseph LaPorta resigned as a director in January 2024, followed by the resignations of Thomas Lemke in May 2024, and Walter Bishop and Jane Kanter in December 2024. The decision of Messrs. LaPorta, Lemke and Bishop, and Ms. Kanter, to resign was not the result of any disagreement relating to the Partnership’s operations, policies and practices. Upon his appointment, the Receiver assumed the effective function of the board of directors of the Partnership.

~~Highline~~Appointment ~~provides~~of ~~certain services to GPB as set forth in the MSA dated January 1, 2020~~Mr. ~~The~~Gardemal ~~May 2020 Amendment to the MSA set forth that the MSA would be in effect for an initial three-year term, effective~~ as ofMonitor ~~January~~and ~~1, 2020 through December 31, 2022. The MSA was subsequently amended in August 2021, under which the initial term of the MSA was extended for a five-year term, through December 31, 2024.~~Receiver

~~Highline~~On ~~provides~~February ~~significant~~11, ~~management~~2021, ~~and~~the ~~operational~~EDNY ~~services~~Court toappointed Mr. Gardemal over GPB. ~~through~~Pursuant to the ~~MSA~~EDNY ~~with~~Court’s ~~respect~~original toorder, ~~limited~~GBP ~~partnerships~~was required to (~~“LPs”~~i) ~~managed~~grant byMr. ~~GPB,~~Gardemal ~~including~~access ~~the~~to ~~Partnership,~~all ~~which~~non-privileged ~~are~~books, ~~operating~~records ~~holding~~and ~~companies~~account ~~engaged~~statements infor the ~~business~~GPB-managed offunds, ~~acquiring~~including ~~and~~the ~~managing~~Partnership, ~~operating~~as ~~businesses~~well ~~and~~as ~~certain~~their ~~loans~~portfolio companies, and ~~debt~~(ii) ~~positions~~cooperate ~~held~~fully bywith ~~the~~requests ~~LPs~~by ~~and~~Mr. ~~their~~Gardemal ~~affiliates.~~reasonably ~~Pursuant~~calculated to ~~the~~fulfill ~~MSA,~~Mr. ~~Highline~~Gardemal’s ~~provides~~duties. ~~strategic~~The ~~management,~~order ~~day-to-day~~also ~~operational~~granted ~~oversight,~~Mr. ~~administration,~~Gardemal ~~acquisition~~the ~~and~~authority ~~disposition~~to ~~oversight,~~approve ~~and~~or ~~accounting~~disapprove ~~and~~proposed ~~financial~~material ~~reporting~~corporate ~~services~~transactions toby GPB, ~~with~~the ~~respect~~Partnership toor ~~the~~its ~~LPs~~subsidiaries, ~~and~~extensions ~~affiliates.~~of ~~Highline~~credit ~~has~~by ~~agreed~~them tooutside ~~provide~~ the ~~following~~ordinary ~~services~~course toof ~~the~~business, ~~Partnership~~decisions ~~(but~~to ~~not~~resume distributions to the ~~businesses~~Limited ~~owned~~Partners byof the Partnership, ~~which~~or ~~are~~any ~~managed~~decision ~~day-~~to~~-day~~ byfile ~~their~~any ~~own~~bankruptcy ~~management~~or ~~teams)~~receivership ~~pursuant~~petition tofor ~~the~~any ~~MSA:~~of them, among other actions.

●Mr. ~~Manage~~Gardemal ~~and~~was ~~oversee~~required to submit a report to the ~~day-~~court within 60 days of his appointment recommending either continuation of the Monitorship, conversion to~~-day~~ ~~affairs~~a receivership, and/or ~~operations~~filing of bankruptcy petitions for one or more of the ~~Partnership~~various ~~including~~entities. ~~developing~~The ~~corporate~~Monitor ~~strategy~~submitted ~~and~~this ~~business~~report ~~plans~~on April 12, 2021, and ~~managing~~recommended ~~annual~~continuation ~~budgets;~~of the Monitorship.

●On ~~Manage~~April 14, ~~oversee~~2021, ~~and~~the ~~facilitate~~EDNY Court entered the ~~accounting~~Amended ~~and~~Monitor ~~payment~~Order, ~~functions~~which provides that, ~~including~~in ~~necessary~~addition ~~cash~~to ~~management~~the ~~services~~SEC ~~with~~and ~~respect~~GPB, certain State regulators will receive access to the ~~operations~~periodic ofreports filed by Mr. Gardemal pursuant to the ~~Partnership;~~Amended Monitor Order.

●On ~~Manage~~May ~~and~~31, ~~oversee~~2022, Mr. Gentile filed a motion in the ~~administration~~SEC Action to modify the Amended Monitor Order. In that motion, ~~operations~~Mr. Gentile sought a court order to, ~~financial~~among ~~accounting~~other things, (i) narrow the scope of Mr. Gardemal’s responsibilities; and ~~financial~~(ii) ~~reporting~~direct ~~for~~the monitor to ensure that GPB did not sell or otherwise dispose of assets or portfolio companies that the Partnership owns before the completion of a “strategic assessment” to be conducted by three managers Mr. Gentile purported to appointed to GPB on May 27, ~~including~~2022. ~~managing~~On that same day, May 31, 2022, Mr. Gardemal notified Mr. Gentile and GPB that Mr. Gentile’s purported appointment of three new managers to GPB without Mr. Gardemal’s approval was in violation of the ~~preparation~~Amended Monitor Order. Mr. Gentile and GPB were, at that time, given ten (10) business days to cure the violation of ~~financial~~the ~~statements~~Amended ~~for~~Monitor Order. The cure period has expired without any steps having been taken to comply with the ~~Partnership;~~Monitor’s notification of violation of the Amended Monitor Order.

3827

Table of Contents

●On ~~Manage~~June 13, 2022, the ~~process~~SEC ~~for~~filed by order to show cause in the ~~audits~~SEC ofAction an application and order to (i) convert the ~~financial~~existing ~~statements~~monitorship ofover GPB and the ~~Partnership~~GPB-managed funds to a receivership, and appoint Joseph T. Gardemal III, as receiver; and (ii) impose a litigation injunction on cases filed against GPB and the GPB-managed funds. The Receivership Application and the Proposed Order Appointing Receiver and Imposing Litigation Injunction were filed with the EDNY Court with the consent of GPB’s management.

●On ~~Manage~~December 7, 2023, the EDNY Court issued an Order, granting the SEC’s Receivership Application and ~~oversee~~adopting the ~~process~~Receivership Order. On December 12, 2023, Mr. Gentile and Mr. Schneider filed notice of ~~obtaining~~appeal ~~third-party~~with ~~valuations~~the EDNY Court of the ~~Partnership~~Receivership inOrder, ~~accordance~~along with an Application for Order to Show Cause to the ~~LPA~~EDNY Court to stay the Receivership Order pending resolution of Mr. Gentile’s and Mr. Schneider’s appeal to the ~~Class~~Second ACircuit. On December 14, 2023, the EDNY Court denied the Order to Show Cause, but exercised its discretion to grant a temporary stay of the Receivership Order to allow Mr. Gentile and ~~Class~~Mr. ~~A-1~~Schneider ~~PPM~~to ~~dated~~seek ~~July~~a ~~2018;~~stay pending appeal of the Receivership Order from the Second Circuit. On December 21, 2023, Mr. Gentile and Mr. Schneider timely filed their motion for a stay pending appeal with the Second Circuit.

●On ~~Communicate~~December ~~regularly~~3, 2024, the Second Circuit affirmed the EDNY Court’s Receivership Order and ~~provide~~lifted ~~written~~the ~~reports~~stay, ~~(no~~and ~~less~~the ~~frequently~~Receivership ~~than~~took ~~monthly)~~effect. ~~concerning~~Pursuant to the ~~financial~~Receivership ~~status~~Order, ~~and~~the ~~financial~~Court ~~performance~~has taken exclusive jurisdiction and possession of ~~the~~all ~~Partnership~~assets toof Highline, GPB, ~~including~~and ~~providing~~certain ~~regular~~other ~~(no~~Receivership ~~less~~Entities, ~~frequent~~and ~~than~~the ~~monthly)~~Court ~~asset~~has ~~management~~appointed ~~reports~~Mr. ~~and~~Gardemal ~~updated~~to ~~financial~~serve ~~models~~as Receiver for the ~~Partnership;~~Receivership Estate of Highline, GPB, and the other Receivership Entities.

●Under ~~Provide~~the ~~periodic~~Receivership ~~market~~Order, ~~data~~the Receiver has all powers, authorities, rights, and ~~information~~privileges ~~(no~~heretofore ~~less~~possessed ~~frequent~~by ~~than~~Highline, ~~quarterly)~~GPB, ~~relating~~and tothe other Receivership Entities, and by any officers, directors, managers, managing members, and general and limited partners of Highline, GPB, and the ~~businesses~~other Receivership Entities. In connection with the implementation of the ~~Partnership~~Receivership ~~reasonably~~Order, ~~requested~~the members of the board of directors of Highline ceased to serve as directors. Since the issuance of the Receivership Order by ~~GPB~~the ~~for~~Court, ~~investor~~through ~~marketing~~the ~~and~~date ~~communication~~of ~~purposes;~~this Annual Report, the Partnership has been operating under the direction of the Receiver.

● Review and approve “Significant Transactions” approved by GPB’s Acquisition Committee. A Significant Transaction shall mean (i) a transaction that meets the definition of a Significant Subsidiary contained in Regulation S-X under federal securities laws; or (ii) based on criteria otherwise determined by the Board;

● Review and approve any material change in the investment strategy of the Partnership; and

● Perform such other services as may be reasonably requested by GPB and which are reasonably acceptable to Highline.

As compensation for the services to be rendered by Highline, the Partnership pays an operation service provider fee, or OSP, to Highline at an annual amount agreed to by GPB and Highline, subject to the Board’s approval, following Highline’s delivery of the annual written budget to GPB. In 2023, 2022, and 2021, OSP fees paid to Highline amounted to $0.8 million, $1.1 million, and $3.6 million respectively.

The Board oversees the business and affairs of Highline. Among other things, the Board establishes Highline’s overall corporate policies and reviews and oversees the performance of Highline’s senior management in (i) executing Highline’s business strategy, (ii) managing the day-to-day operations of Highline, and (iii) managing the LPs and affiliates, including the Partnership, in accordance with the MSA. The Board also acts as an advisor to Highline’s senior management team. The Board’s mission is to further the long-term interests of the LPs. The Board is kept informed of Highline’s businesses through discussions with Highline’s management, primarily at meetings of the Board and its Committees, and through reports and analyses presented to the Board by Highline’s senior management. Additionally, significant communications between Highline’s Directors and management occur apart from such meetings. The Board also reviews and approves Significant Transactions approved by the GPB Acquisition Committee and any material change in investment strategy of the Partnership or any of the LPs.

The Board believes the Directors’ diverse experience, qualifications, and skills in strategic and financial planning, operations, risk management, complex transactions, leadership development, and regulatory compliance provide Highline and its management team with a comprehensive range of perspectives. The biographies below describe the skills, qualities, attributes, and experience of the Directors.

Name	Position with Highline	Director Tenure
Walter Bishop+	Director	January 2020 - Present
Jane Kanter+	Director and Chair	January 2020 - Present
Thomas Lemke+	Director	April 2021 - Present

+ Independent director

In January 2024, Joseph LaPorta resigned as a Director and the remaining Directors reduces the size of the Board from four to three members. Mr. LaPorta’s decision to resign was not the result of any disagreement relating to the Partnership’s operations, policies and practices.

Table of Contents

Jane Kanter, Board Chair, Independent Director, and Chair of the Governance Committee

Jane Kanter, 74, is a retired financial services industry professional. From February 2021 through March 2023, Ms. Kanter served as a director of 2nd Vote Value Investments, Inc. and held various executive positions at 2nd Vote Advisers, LLC, which was the sponsor and investment manager of three SEC registered exchange traded funds and adviser to numerous separately managed accounts. From January 1, 2018 through December 31, 2019, Ms. Kanter served as Chief Counsel of Manifold Partners, LLC, which is as an investment adviser to private investment funds and separately managed accounts. From June 2014 through September 2016, Ms. Kanter served as General Counsel and Chief Operating Officer of ARK Investment Management LLC, a prominent investment adviser that focuses on disruptive innovation and offers investment advice to retail and institutional investors. From May 1997 through June 2014, Ms. Kanter was a Senior Partner at Dechert LLP, a leading global law firm that delivers practical commercial advice on complex matters and transactions. Starting in 1980, Ms. Kanter has worked in the financial services industry in various capacities: in private legal practice as a senior partner with various law firms, with T. Rowe Price Associates as Vice President and Legal Counsel, and at the SEC’s Division of Investment Management as the Head of the Investment Company Disclosure Study. Ms. Kanter has published numerous articles on topics concerning investment advisers and asset management firms. Ms. Kanter has also acted as a consultant to foreign governments and foreign and domestic regulatory bodies on matters relating to the regulation of securities, securities markets and specialized asset management issuers. The Board has concluded that Ms. Kanter’s qualifications to serve on the Board include, among other things, her vast experience in counseling financial services firms, both as a senior executive and as a senior partner with one of the nation’s leading law firms.

Walter Bishop, Independent Director and Chair of the Audit Committee

Walter (“Wally”) Bishop, 62, served as Managing Director within Deutsche Bank’s (“DB”) USA Regional Management Team, responsible for several key roles within DB’s U.S. operations including, Chief Operating Officer for DB’s U.S. Bank ($40Bn), Chairman of the Board for DB Trust Company Delaware, member of the Board of Directors and Branch Manager for DB Cayman Islands Branch ($100Bn) and Head of Governance for Capital Management and Stress Testing, from January 2015 until his retirement in June 2019. Prior to DB, Bishop worked as a manager at KPMG Peat Marwick in the financial services audit practice, managing audits for several key financial services clients, including Manufacturers Hanover and Donaldson, Lufkin & Jenrette Securities Corp. Mr. Bishop also served as Chief Financial Officer and Deputy General Manager for Nordbanken’s U.S. operations and Chief Administrative Officer for Barclays Bank U.S. Mr. Bishop most recently served as a Senior Advisor to Thunder Bridge Capital Acquisition II ($300M IPO). Mr. Bishop is a Certified Public Accountant (CPA), Chartered Financial Analyst (CFA) and Project Management Professional (PMP). Mr. Bishop also currently serves on the board of Syntec Optics as Lead Independent Director and Chairman of the Audit Committee since November 2023. The Board has concluded that Mr. Bishop’s qualifications to serve on the Board include, among other things, his management and financial experience as a senior executive of a large banking firm and his qualifications as a “financial expert” under the rules of the federal securities laws.

Thomas Lemke, Independent Director and Chair of the Compensation Committee

Thomas Lemke, 69, is a retired financial services industry executive with over 35 years of experience, including experience in various senior management positions with financial services firms, in addition to multiple years of service with the SEC and with a major law firm. He has a background in internal controls, including legal, compliance, internal audit, risk management, and fund administration, and has served as general counsel for several financial services firms. He has familiarity with a variety of financial, governance, accounting, investment, regulatory, risk, and operational matters through his prior experience (including as Executive Vice President, General Counsel, and Head of the Governance Group of Legg Mason, Inc.). He has gained experience as an independent director of several registered investment companies. Finally, Mr. Lemke is co-author of a number of legal treatises on the regulation of mutual funds, investment advisers, and broker-dealers. The Board has concluded that Mr. Lemke’s qualifications to serve on the Board include, among other things, his extensive experience with a variety of financial, governance, accounting, investment, regulatory, risk, and operational matters.

Highline Audit Committee

The Highline Audit Committee (the “Audit Committee”) consists of at least three independent members of the Board. The members are appointed by the Board and serve on the Audit Committee as long as they continue to serve as independent members of the Board. Per the Audit Committee charter, each member must be financially literate in accordance with New York Stock Exchange (“NYSE”)

Table of Contents

requirements and at least one member of the Audit Committee shall be an “audit committee financial expert” as such term is defined in the rules and regulations promulgated by the SEC. Mr. Bishop is the Board’s audit committee financial expert.

The Audit Committee is currently composed of three members – Walter Bishop, Jane Kanter and Thomas Lemke. The Board has determined that the Audit Committee members are independent, as that term is used in the NYSE listed company manual, from both GPB and Highline. Board members are compensated as stated in “Item 11. Executive Compensation.”

The Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of any independent auditors engaged for the purpose of rendering an audit report on the financial statements of the Partnership or performing other audit, review or related services for the Partnership. The Audit Committee’s responsibilities include resolutions of any disagreements between management of the Partnership and the independent auditor regarding financial reporting. The independent auditor reports directly to the Audit Committee. Specifically, the Audit Committee ensures:

● The integrity and quality of the financial statements of the Partnership and other entities as may be relevant to the audit of the Partnerships financial statements;

● The qualifications, independence and performance of the Partnership’s independent auditors;

● The adequacy and effectiveness of the Partnership’s accounting systems, disclosure controls and system of internal controls; and

● The issuance of audited financial statements by the Partnership.

In the course of performing these functions, the Audit Committee reports regularly to the Board. In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Partnership, GPB or affiliated entities and the authority to engage independent counsel and other advisers as it determines necessary to carry out its duties.

Highline Compensation Committee

The Highline Compensation Committee (the “Compensation Committee”) is responsible primarily for (i) overseeing and making recommendations as to the compensation of Highline’s executive officers and Directors, (ii) overseeing Highline’s overall compensation structure, policies, and programs, and (iii) reviewing and approving disclosures regarding the compensation of Highline’s executive officers and Directors for this Form 10-K filing and other filings made by or on behalf of the Partnership, in accordance with the applicable rules and regulations of the SEC and any other applicable rules and regulations.

The number of individuals serving on the Compensation Committee is determined by the Board from time to time, but consists of no fewer than three (3) members, each of whom must satisfy the independence requirements of the Board, the New York Stock Exchange, the Exchange Act, and any other applicable rules and regulations of the SEC. The members of the Compensation Committee are appointed by the Board for an initial term of one (1) year and may be replaced or removed by the Board at any time. The current members of the Compensation Committee are Thomas Lemke, Jane Kanter and Walter Bishop.

The Compensation Committee reviews and advises the Board in the following areas when determining Director and Executive Officer compensation:

Incentive-Compensation and Equity-Based Plans:

● Reviews and approves the recommendations of Highline’s management regarding any grants and awards under the Highline’s incentive-based compensation plans and equity-based plans, if any, in each case consistent with the terms of such plans; and

● Reviews and makes such recommendations to the management of Highline, as the Compensation Committee deems advisable, with regard to policies and procedures for granting incentive-based compensation and equity-based awards, if any, by Highline.

Table of Contents

Matters Related to Highline’s CEO:

● Reviews and approves the corporate goals and objectives, which may be relevant to the compensation of Highline’s Chief Executive Officer (the “CEO”);

● Evaluates the CEO’s performance in light of the goals and objectives that were set for the CEO and determines and approves the CEO’s compensation level based on such evaluation. In connection with determining the long-term incentive component of the CEO’s compensation, the Compensation Committee may consider a number of factors, including Highline’s performance and the performance of the Limited Partners and Partnership, the value of similar incentive awards to CEOs at comparable entities, and the long term compensation given to Highline’s CEO in past years; and

● Reviews and approves, at least annually, the aggregate amount of base salary and annual incentive compensation that may be paid to the CEO.

Matters Related to Compensation of the Officers Other Than the CEO:

● Reviews and approves the compensation of all executive officers of Highline other than the CEO, as recommended by management; and

● Reviews and approves, at least annually, the aggregate amount of base salary and annual incentive compensation that may be paid to Highline’s officers.

Further, if it is determined that disclosure by the Compensation Committee of its review, discussions with management, and analysis of Director and executive officer compensation (“Compensation Disclosure”) is required to be included in filings made by or on behalf of the Partnership, it reviews and approves such disclosure, prepared by management, with the assistance of its outside counsel and in accordance with SEC requirements, and makes a recommendation to the Board as to whether the Compensation Disclosure, in the form provided to the Board, should be included in the required filings for the Partnership.

Highline Governance Committee

The Highline Governance Committee (the “Governance Committee”) assists the Board in (i) identifying and discussing corporate governance issues with a view to providing guidance and recommendations to the Board and management regarding such matters, (ii) developing a set of corporate governance guidelines and other corporate governance related documents, (iii) establishing criteria for selecting new Board members, (iv) identifying, evaluating, and nominating candidates to serve as Board members, (v) reviewing annually the independence of each of the independent Directors and reporting its findings to the Board, (vi) overseeing the annual evaluation and self-assessment of the effectiveness and performance of the Board and each of the Directors, including making recommendations to the Board as to any improvements it deems advisable, and (vii) developing, proposing, and administering Highline’s Related Party Transactions policies and procedures, as such policies and procedures are approved and adopted by the Board for Highline to implement for the Partnership. The current members of the Governance Committee are Jane Kanter, Thomas Lemke and Walter Bishop.

The Board, in consultation with the Governance Committee, establishes criteria for Board membership, which reflects the requirements of applicable laws and regulations, while taking into consideration factors as the Board deems appropriate. These factors include director independence, diversity, age, skills, management experience in businesses and other organizations of comparable size, and the extent to which the candidate and his or her experience complements, enhances or supports the Board’s ability to oversee the affairs and business of Highline, including the ability of the Board committees to fulfill their duties and responsibilities. Based on these criteria, the Governance Committee identifies individuals qualified to become independent Board members and recommends to the Board appropriate candidates for appointment to the Board. Any director candidate proposed for appointment and/or election to the Board must receive the concurrence of the full Board before the Chair of the Board can extend a formal invitation to the candidate to join the Board. Prior to any candidate becoming a member of the Board, the candidate must be approved in accordance with the Bylaws of Highline.

Table of Contents

Highline Management, Inc. Executive Officers

Robert Chmiel, Chief Executive Officer

See “GPB Executive Leadership” section above for Mr. Chmiel’s complete biography. Mr. Chmiel was CFO of Highline from July 2020 through January 2022.

Michael Emanuel, General Counsel

See “GPB Executive Leadership” section above for Mr. Emanuel’s complete biography.

Evan Cutler, Chief Financial Officer

Mr. Cutler, 39, Chief Financial Officer (since January 2022), previously served as Senior Controller of Highline, and formerly GPB, since April 2019. Mr. Cutler leads all financial aspects of Highline, including finance and accounting, financial reporting, taxes, and assists in all other areas of Highline’s business. Mr. Cutler was previously Controller of Capstone Investment Advisors from 2015 to 2018, where he led the fund accounting group and was responsible for P&L, review and monitoring of operations functions, month end close processes, regulatory filings, financial statements, taxes, investor due diligence meetings and new fund launches from an accounting and operational perspective. Mr. Cutler also was a member and presenter to the valuation committee of Capstone Investment Advisors. Mr. Cutler has 15 years total experience in the investment management industry, is a Certified Public Accountant licensed in the state of New Jersey, and has a B.S. from Montclair State University.

ADMINISTRATOR

GPB has engaged Phoenix American Services, Inc. (“Phoenix” or the “Administrator”) to perform various third-party administrative services for us, including certain investor administration and investor relations functions. Phoenix provides investor administration functions including: new business processing, bank account management, electronic document management, database and file management, electronic and physical data storage, confirmation letters and investor / financial representative record access through a customized web portal. Investor relations functions include: distributions and redemptions processing, account summary, commission calculation, tax reporting and Office of Foreign Asset Control (“OFAC”) compliance.

Item 11. Executive Compensation

Overview

The Partnership does not have “Executive Compensation.” As previously discussed in “Item 1. Business” above, the Partnership is managed by GPB through its affiliation with Highline. ~~The~~under ~~governing bodies that ultimately manage and make decisions for~~ the ~~Partnership~~supervision ~~are the GPB Acquisition Committee~~ and ~~Highline,~~direction ~~including~~of ~~Highline’s Directors and Executive Officers, and~~ the ~~Highline Audit Committee (previously described in “Item 10~~Receiver. ~~Directors,~~The ~~Executive~~current ~~Officers~~governing ~~and~~body ~~Corporate~~that ~~Governance”).~~ultimately ~~The~~manages ~~Acquisition Committee~~ and ~~Highline~~make ~~each~~decisions ~~perform~~for ~~distinct functions on behalf of~~ the Partnership asis ~~outlined~~now inthe ~~“Item 10~~Receiver. ~~Directors, Executive Officers and Corporate Governance.”~~

We have set forth below the compensation of all persons who served as a principal executive officer or principal financial officer of GPB and Highline, and the other applicable executive officers of GPB and Highline, during the year ended December 31, ~~2023~~2024. For certain officers, a portion of the compensation was paid by GPB and the remainder was paid by Highline and the applicable tables reflect the respective amounts paid by each of them.

Also, we have set forth below the compensation paid to the members of the Board during the year ended December 31, ~~2023~~2024. As the members of the GPB Acquisition Committee are not separately compensated for their service on the Acquisition Committee, compensation information for the Acquisition Committee is not set forth below.

Table of Contents

GPB Executive Compensation

The cash compensation with respect to ~~2023~~2024 that was payable by GPB to each of GPB’s executive officers who were serving as of December 31, ~~2023~~2024 in respect of their services to GPB is set forth in the GPB ~~2023~~2024 Summary Compensation Table below. The amount of the payments for each of those executive officers was approved by the Mr. Gardemal as then-Monitor. The executive officers did not receive any equity awards or other non-cash compensation from GPB in ~~2023~~2024, and they participated in employee benefit plans and retirement plans that are sponsored and maintained by Highline.

Employment Agreements with Robert Chmiel and Michael Emanuel

On November 15, 2023, GPB and Highline entered into the third amended employment agreements with each of Robert Chmiel and Michael Emanuel, pursuant to which Mr. Chmiel serves as Chief Executive Officer and Chief Financial Officer of GPB and Chief Executive Officer of Highline, and Mr. Emanuel serves as General Counsel and Chief Compliance Officer of GPB and General Counsel of Highline.

Table of Contents

Each agreement provides that the executive will receive annualized base salary compensation of $1,000,000, of which $750,000 is payable in equal semi-monthly installments throughout the year and the remaining $250,000 is payable in a lump sum each year, occurring on or about February 15 of each year thereafter, provided each are employed as of December 31 of that year.

In addition, each agreement provides for a stay bonus (the “Stay Bonus”) payment equal to $300,000 each, which ~~vests~~vested on February 15, 2024. Further, to the extent that each executive continues to be employed by GPB or Highline on each of February 15, 2025, February 15, 2026 and February 15, 2027, each shall be entitled to receive an amount equal to $333,333 (each, a “New Stay Bonus”) to be paid no later than February 22 of such calendar year. If the executive’s employment is terminated without Cause or the executive terminates for Good Reason, in each case prior to the payment of the final such payment, the executive will receive a pro-rata payment in respect of the amount payable on the next applicable payment date based on the duration of the executive’s employment from the prior February 15 through the date of termination. Following the payment of the Stay Bonus in February 2024, each executive ~~will~~became be eligible to participate in Highline’s key employee retention program (“KERP”) if, and to the extent, such a KERP is adopted by GPB and Highline for 2024 and subsequent years. The amount, if any, of such retention payment under the KERP for 2024 and subsequent years, if applicable, shall be determined by the Compensation Committee of the Board (and, ~~if applicable~~now, the ~~monitor or receiver appointed by the District Court in Securities and Exchange Commission v. GPB Capital Holdings, LLC, et al., 21 cv 00583 (MKB~~Receiver) ~~(VMS) (such receiver or monitor referred to hereinafter as the “Monitor”)~~. The right to any payments from the KERP shall be determined solely based on the terms of the KERP as adopted by GPB and Highline and approved by the former Compensation Committee of the Board and the ~~Monitor~~Receiver.

Each agreement provides that if the executive’s employment is terminated without Cause or the executive terminates for Good Reason, or the executive terminates due to death or Disability (as defined in the agreement), the executive will receive a payment of COBRA costs for up to 18 months following the date of termination. These severance payment amounts were funded into an escrow account in accordance with the terms of the agreements.

The agreements provide for various restrictive covenants, including with respect to confidential information and assignment of inventions, restrictions on soliciting clients and customers for one year following termination and non-disparagement.

For purposes of the agreements, Good Reason means, in summary, (i) a material adverse change in title or duties, (ii) a non-appealable legal or regulatory finding of a material breach of the agreement by GPB or Highline, (iii) a relocation of executive’s principal office location outside of Connecticut, New York or Florida or a prohibition on working from home, (iv) certain new legal or regulatory actions by or against GPB or Highline, the factual basis for which arises after April 30, 2021, and (v) certain felony actions relating to GPB or its members following April 30, 2021.

44GPB 2024 Summary Compensation Table

~~Table~~The table below summarizes the total compensation earned by each named executive officer of ~~Contents~~GPB in fiscal years ended December 31, 2024 and 2023.

GPB 2023 Summary Compensation Table

The following table provides the compensation paid by GPB to the executive officers of GPB who were serving as of December 31, 2023.


				All other
Name and Principal Position	Fiscal Year	Salary ($)	Bonus (1) ($)	Compensation (2) ($)	Total ($)
Robert Chmiel	~~2023~~2024	~~712~~975,~~500~~000	—300,000	6352,~~014~~055	~~775~~1,~~514~~327,055
Chief Executive Officer and Chief
Financial Officer of GPB (3)	~~2022~~2023	~~650~~712,~~000~~500	—	6863,~~493~~014	~~718~~775,~~493~~514
Michael Emanuel	~~2023~~2024	~~141~~975,~~667~~000	—300,000	2132,~~918~~877	~~163~~1,~~585~~307,877
General Counsel and Chief
Compliance Officer of GPB(3)	2022	325,000	—	43,836	368,836
Compliance Officer of GPB (4)	2023	141,667	—	21,918	163,585

1.	The amounts in this column represent bonuses paid to the executive officer with respect to the applicable year listed in the table.

2. The amounts in this column represent payouts for unused personal time off” (“PTO”) with respect to the applicable year listed in the table.

3. Mr. ~~Emanuel~~Chmiel’s ~~has~~compensation ~~served~~from asHighline ~~General~~is ~~Counsel~~separately ~~and~~reported ~~Chief~~in ~~Compliance~~the ~~Officer~~below ofunder ~~GPB since August 2020, Mr. Chmiel has served as~~ the ~~Chief~~heading ~~Financial~~“Highline ~~Officer~~2024 ofSummary ~~GPB~~Compensation ~~since November 2019~~Table”.

4.	Mr. Emanuel’s compensation from Highline is separately reported in the below under the heading “Highline 2024 Summary Compensation Table”.

Table of Contents

Grants of Plan-Based Awards

During the year ended December 31, ~~2023~~2024, GPB did not grant any plan-based awards to its executive officers.

Outstanding Equity Awards at Fiscal Year End

As of December 31, ~~2023~~2024, the executive officers of GPB did not have any outstanding equity awards of GPB.

Option Exercises and Stock Vested

During the year ended December 31, ~~2023~~2024, the executive officers of GPB did not have any option exercises or stock vested.

Pension Benefits

During the year ended December 31, ~~2023~~2024, GPB did not provide its executive officers pension benefits.

Non-qualified Deferred Compensation

During the year ended December 31, ~~2023~~2024, GPB did not provide its executive officers with a non-qualified deferred compensation plan.

Potential Payments upon Termination or Change of Control

The following table sets forth certain information with respect to compensation that would be payable to Messrs. Chmiel and Emanuel upon a termination of employment by GPB without Cause, by the executive for Good Reason or as a result of the executive’s death or Disability, in each case as of December 31, 2023.


			Severance(1)
Name	Cash ($)	Bonus ($)	($)	Other ($)	Total ($)
Robert Chmiel	—	—	—	—	—
Michael Emanuel	—	—	—	—	—

1. All severance payments are contingent on a fully effective separation agreement. The amounts do not include the value of any COBRA payments.

Table of Contents

Highline Executive Compensation

The cash compensation with respect to ~~2023~~2024 that was payable by Highline to each of Highline’s executive officers who were serving as of December 31, ~~2023~~2024 in respect of their services to Highline is set forth in the Highline ~~2023~~2024 Summary Compensation Table below. The amount of the payments for each of those executive officers was approved by ~~the~~Mr. Gardemal as then-Monitor. The executive officers did not receive any equity awards or other non-cash compensation from Highline in ~~2023~~2024, and they participated in employee benefit plans and retirement plans that are sponsored and maintained by Highline.

Highline ~~2023~~2024 Summary Compensation Table

The ~~following~~ table ~~provides~~below summarizes the total compensation ~~paid~~earned toby the principal executive officer, principal financial officer, and the two most highly compensated executive officers of Highline ~~who~~in ~~were~~fiscal ~~serving~~years asended of December 31, ~~2023,~~2024 ~~along with the former Chief Executive Officer~~ and ~~a former Managing Director, who each ceased providing services in 2022~~2023.


				All other
Name and Principal Position	Fiscal Year	Salary ($)	Bonus(21) ($)	Compensation ($)		Total ($)
Robert Chmiel, Chief Executive	~~2023~~2024	~~587~~25,~~536~~000	—120,000	—		~~587~~145,~~536~~000
Officer	2022	650,000	—	—		650,000
Officer (2)(3)	2023	587,536	—	—		587,536
Michael Emanuel, General Counsel	2023	1,158,390	—	—		1,158,390
Michael Emanuel, General Counsel (2)(4)	2024	25,000	120,000	—		145,000
	~~2022~~2023	~~975~~1,~~000~~158,390	—	—		~~975~~1,~~000~~158,390
Evan Cutler, Chief Financial Officer	2023	345,833	135,000	—		480,833
Evan Cutler, Chief Financial Officer (5)	2024	350,000	150,000	—		500,000
	~~2022~~2023	~~287~~345,~~500~~833	~~175~~135,000	~~5,800~~—	~~(5)~~	~~468~~480,~~300~~833
Nico Gutierrez, Managing Director	2023	362,500	330,000	—		692,500
Nico Gutierrez, Managing Director (2)	2024	187,500	412,500	306,971	(6)	906,971
	~~2022~~2023	~~300~~362,~~000~~500	~~345~~330,000	~~5,800~~—	~~(5)~~	~~650~~692,~~800~~500
Michael Frost, Former Chief	~~2023~~2024	—	—	~~300,000~~—	~~(3)~~	~~300,000~~—
Executive Officer	~~2022~~2023	~~300,000~~—	~~400,000~~—	~~328~~300,~~846~~000	(37)	1300,~~028,846~~000
Daniel Rainey, Former Managing	2023	—	—	—		—
Director	2022	150,000	225,000	169,915	(4)	544,915

1. ~~All~~The ~~executives~~amounts ~~listed~~in ~~had~~this acolumn ~~hire~~represent ~~date~~annual ofbonuses ~~July~~paid 1,to ~~2020~~the ~~except~~executive ~~for~~officer ~~Mr.~~with ~~Frost~~respect ~~(August~~to 1,the ~~2020)~~applicable year listed in the table and, Mrfor Messrs. ~~Rainey~~Cutler ~~(September~~and 1Gutierrez, ~~2020)~~a portion of the reported bonus amount for 2023 was paid under the key employee retention program.

2. The ~~amounts in this column represent annual bonuses paid to the executive officer with respect to the applicable year~~ listed inexecutives ~~the~~had ~~table~~a ~~and,~~hire ~~for~~date ~~Messrs.~~of ~~Cutler~~July ~~and Gutierrez~~1, ~~a portion of the reported bonus amount for 2023 and 2022 was paid under the key employee retention program~~2020.

3. ~~The~~Mr. ~~amount~~Chmiel’s incompensation ~~this~~from ~~column~~GPB ~~represents~~is ~~cash~~separately ~~severance~~reported ~~and~~in ~~PTO~~the ~~pay-out~~above ~~paid~~under tothe ~~Mr.~~heading ~~Frost~~“GPB in2024 ~~connection~~Summary ~~with~~Compensation ~~his termination on June 30, 2022~~Table”.

4. ~~The~~Mr. ~~amount~~Emanuel’s incompensation ~~this~~from ~~column~~GPB ~~represents~~is ~~cash~~separately ~~severance~~reported ~~and~~in ~~unused~~the ~~personal~~above ~~time~~under ~~off~~the ~~paid~~heading to“GPB ~~Mr.~~2024 ~~Rainey~~Summary inCompensation ~~connection with his termination on June 30, 2022~~Table”.

~~5. The amount in this column represents retirement plan matching contributions paid by Highline.~~30

6.Table ~~Mr.~~of ~~Cutler has served as Chief Financial Officer since January 2022.~~Contents

5.	Mr. Cutler has served as Chief Financial Officer since January 2022.

6.	The amount in this column represents cash severance and PTO paid to Mr. Gutierrez.

7.	The amount in this column represents cash severance and PTO paid to Mr. Frost in connection with his termination on June 30, 2022.

Grants of Plan-Based Awards

During the year ended December 31, ~~2023~~2024, Highline did not grant any plan-based awards to its executive officers.

Outstanding Equity Awards at Fiscal Year End

As of December 31, ~~2023~~2024, the executive officers of Highline did not have any outstanding equity awards of Highline.

Option Exercises and Stock Vested

During the year ended December 31, ~~2023~~2024, the executive officers of Highline did not have any option exercises or stock vested.

Table of Contents

Pension Benefits

During the year ended December 31, ~~2023~~2024, Highline did not provide its executive officers pension benefits.

Non-qualified Deferred Compensation

During the year ended December 31, ~~2023~~2024, Highline did not provide its executive officers with a non-qualified deferred compensation plan.

Potential Payments Upon Termination or Change of Control

The following table sets forth certain information with respect to compensation that has been paid to Mr. Frost and Mr. Rainey as a result of the termination of their employment by Highline without Cause on June 30, 2022. The severance payable to Messrs. Chmiel and Emanuel upon a qualifying termination of employment has been included in the section entitled “GPB Executive Compensation—Potential Payments upon Termination or Change of Control” and has not been reproduced here. No other Highline executive officers who were serving as of December 31, 2023 were entitled to any severance payments or benefits upon a termination of employment.


Name	Cash ($)	Bonus ($)	Severance(1) ($)	Other ($)	Total ($)
Michael Frost	—	—	600,000(1)	—	600,000
Daniel Rainey	—	—	150,000(2)	—	150,000

1. The amount represented is equivalent to twelve months of Mr. Frost’s base salary and would be paid out over a twelve month period. However, the actual amount paid could be less if other employment is obtained prior to the twelve months being reached. The portion of the payments made for 2023 and 2022 are reflected in the Highline 2023 and 2022 Summary Compensation Tables above.

2. The amount represents six months of Mr. Rainey’s base salary paid out over a six month period and does not include the value of any COBRA payments.

Highline Directors Compensation

The following table provides the compensation paid to the Highline Directors who served for all or part of ~~2023~~2024 with respect to the year ended December 31, ~~2023~~2024.


	Fees earned or				All other
	paid in cash		Stock	Option	Compensation
Name	($)		Awards ($)	Awards ($)	($)	Total ($)
Walter Bishop	~~215~~167,~~000~~500	(1)	—	—	—	~~215~~167,~~000~~500
Jane Kanter	190,000	(2)	—	—	—	190,000
Joseph LaPorta	~~120~~6,~~000~~333	~~(3)~~	—	—	—	~~120~~6,~~000~~333
Thomas Lemke	~~190~~95,000	(43)	—	—	—	~~190~~95,000

1. Includes committee member fees paid to Mr. Bishop for serving as the Audit Committee Chair and as a member of the Governance and Compensation Committees of $5728,~~500~~750, $189,~~750~~375 and $189,~~750~~375, respectively.

2. Includes committee member fees paid to Ms. Kanter for serving as the Governance Committee Chair and as a member of the Audit and Compensation Committees of $2015,000, $3123,~~250~~437 and $1814,~~750~~063, respectively.

3. Includes committee member fees paid to Mr. ~~LaPorta~~Lemke ~~resigned~~for ~~from~~serving as a member of the ~~Board~~Audit, ~~effective~~Governance ~~January~~and 19Compensation Committees of $15,625, ~~2024~~$9,375 and $10,000, respectively.

4. Includes committee member fees paid to Mr. Lemke for serving as a member of the Audit, Governance and Compensation Committees of $31,250, $18,750 and $20,000 respectively.

Compensation Risks

Highline and the Board, including the Compensation Committee, consider and discuss the risks inherent in our business, as well as the design of our compensation plans, policies and programs that are intended to further our business objectives. Given the nature of our business, and the material risks we face, we believe that our compensation plans, policies and programs are not reasonably likely to give

Table of Contents

rise to risk that would have a material adverse effect on our business. We also believe that the mix and design of the elements of our executive compensation do not encourage management to assume excessive risks. Our compensation programs and decisions include qualitative factors which restrain excessive risk taking by management.

Pay Ratio Disclosure

GPB is the General Partner of the Partnership, and also is the General Partner of several other GPB-managed partnerships. The compensation of the Chief Executive Officer of GPB relates to services performed for all of the partnerships for which GPB is the General Partner, and not just the services that GPB performed for the Partnership. The Partnership does not have its own Chief Executive Officer specifically related to the business of the Partnership, and the compensation paid to the Chief Executive Officer of GPB is not determined by the Partnership. As a result, the Partnership has no basis for disclosing the ratio required under Item 402(u) of Regulation S-K.

Table of Contents

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters

The Partnership is a limited partnership, and GPB serves as our General Partner pursuant to the LPA. As of December 31, ~~2023~~2024 and through the date of this filing, there is no person, entity or group who is known by us to be the beneficial owner of more than 5% of the outstanding Units of the Partnership.

SECURITY OWNERSHIP OF MANAGEMENT

As of December 31, 2023 and through the date of this filing, David Gentile, owns directly or indirectly 6.2 of the 13,520.59 outstanding Units of the Partnership through GPB Auto SLP, LLC, an affiliate of the General Partner.


					Percentage						Percentage of
	Class A	Percentage of		Class A-1	of Class		Class B	Percentage of		Class B-1	Class B-1
Beneficial Owner	Units	Class A Units		Units	A-1 Units		Units	Class B Units		Units	Units
Executive Officers and	Beneficially	Beneficially		Beneficially	Beneficially		Beneficially	Beneficially		Beneficially	Beneficially
Directors	Owned(1)	Owned (%)		Owned(2)	Owned (%)		Owned(3)	Owned (%)		Owned(4)	Owned (%)
David Gentile**	5.2		*	—		*	1.0		*	—	—	%
Joseph T. Gardemal III(5)	—	—	%	—	—	%	—	—	%	—	—	%
Rob Chmiel	—	—	%	—	—	%	—	—	%	—	—	%
Rob Chmiel(6)	—	—	%	—	—	%	—	—	%	—	—	%
Evan Cutler	—	—	%	—	—	%	—	—	%	—	—	%
Evan Cutler(7)	—	—	%	—	—	%	—	—	%	—	—	%
Michael Emanuel	—	—	%	—	—	%	—	—	%	—	—	%
Michael Frost	—	—	%	—	—	%	—	—	%	—	—	%
All executive officers and directors as a group (4 persons)	—	—	%	—	—	%	—	—	%	—	—	%
Walter Bishop	—	—	%	—	—	%	—	—	%	—	—	%
Jane Kanter	—	—	%	—	—	%	—	—	%	—	—	%
Thomas P. Lemke	—	—	%	—	—	%	—	—	%	—	—	%
All executive officers and directors as a group (8 persons)	5.2		*	—		*	1.0		*	—	—	%

*(1) ~~Less~~As ~~than~~of 1%December 31, 2024, there were 7,889.94 Class A Units outstanding.

**(2) ~~Mr.~~As ~~Gentile~~of isDecember ~~the~~31, ~~former~~2024, ~~Chief~~there ~~Executive~~were ~~Officer of GPB~~3,537.52 ~~effective~~Class asA-1 ofUnits ~~February 2021 (see “Item 1~~outstanding. ~~Business”)~~

(3)	As of December 31, 2024, there were 1,505.14 Class B Units outstanding.

(4)	As of December 31, 2024, there were 587.97 Class B-1 Units outstanding.

(5)	Joseph T. Gardemal III serves as the Receiver, and is responsible for managing and administering the Partnership pursuant to the Receivership Order. Mr. Gardemal is not a named executive officer Pursuant to Item 402 of Regulation S-K.

(6)

Robert Chmiel serves as the effect function Chief Executive Officer and Chief Financial Officer of GPB and Chief Executive Officer of Highline. Pursuant to the Court Order, Mr. Chmiel serves under the direct supervision of the Receiver and is not a named executive officer Pursuant to Item 402 of Regulation S-K.

(7)	Evan Cutler serves as the effect function Chief Financial Officer of Highline. Pursuant to the Court Order, Mr. Cutler serves under the direct supervision of the Receiver and is not a named executive officer Pursuant to Item 402 of Regulation S-K.

CHANGE IN CONTROL

WeThe Partnership and GPB are not aware of any arrangements with respect to our Units, which may at a subsequent date result in a change of control.

Item 12A. Recent Sales of Unregistered Securities

None

Table of Contents

Item 13. Certain Relationships and Related Transactions, and Director Independence

FEES AND EXPENSES

The Partnership has entered into, and expects to continue to enter into, numerous related party transactions. The Partnership has incurred, and estimates it will incur in the future, the following fees and expenses:

Managerial Assistance Fee

Per the LPA and PPM, GPB, as General Partner is entitled to receive an annualized managerial assistance fee (the “Managerial Assistance Fee”), for providing managerial assistance services to the Partnership and the dealerships. Those services include conducting the day-to-day operations of the Partnership inclusive of the identification, management and disposition of underlying portfolio companies and/or dealerships, and other duties assumed and stated under the LPA. The Managerial Assistance Fee does not include expenses related to In-House Services and operations support services (defined below under “Partnership Expenses”) provided to the Partnership or its subsidiaries. Such expenses are in addition to, and not in lieu of, the Managerial Assistance Fee. The Managerial Assistance Fee is payable by the Partnership quarterly, in advance, at 2.0% per annum for Class A and B Units, and 1.75% per annum for Class A-1 and B-1 Units calculated on each Limited ~~Partners~~Partner’s Gross Capital Contributions. GPB, inunder ~~its~~supervision ~~sole~~and ~~discretion,~~direction ~~may defer, reduce or waive all or a portion~~ of the Managerial Assistance Fee with respect to one or more Limited Partners for any period of time (and intends to waive the Managerial Assistance Fee with respect to the Special LP, as defined below, and its affiliates that invest in the Partnership).

During the year ended December 31, 2023 and 2022, the Partnership paid $5.0 million and $8.5 million, respectively, in managerial assistance fees which reduced the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets in Liquidation.32

Table of Contents

the Receiver, in its sole discretion, may defer, reduce or waive all or a portion of the Managerial Assistance Fee with respect to one or more Limited Partners for any period of time (and intends to waive the Managerial Assistance Fee with respect to the Special LP, as defined below, and its affiliates that invest in the Partnership).

During the year ended December 31, 2024 and 2023, the Partnership paid $5.2 million and $5.0 million, respectively, in managerial assistance fees which reduced the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets in Liquidation.

During the year ended December 31, 2024, GPB increased the Management Assistance Fees expected to be paid during the liquidation term resulting in an increase in the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets in Liquidation of $0.3 million.

During the year ended December 31, 2023, GPB increased the Management Assistance Fees expected to be paid during the liquidation term resulting in an increase in the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets in Liquidation of $7.6 million primarily due to the extension of the expected liquidation completion date from December 31, 2024 to December 31, 2025.

During the year ended December 31, 2022, GPB reduced the Management Assistance Fees expected to be paid during the liquidation term resulting in a reduction in the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets in Liquidation of $10.8 million.

Managerial Assistance Fees charged to expense and included in the Consolidated Statements of Operations for the years ended December 31, 2021 was $12.2 million.

Partnership Expenses

The Partnership pays its own operating expenses. GPB is responsible for its or its affiliates’ general and administrative costs and expenses and its day-to-day overhead expenses of managing the Partnership and is not entitled to be reimbursed by the Partnership for such expenses other than for the portion of the total compensation of GPB’s or its affiliates (including holding companies) officers and employees relating to the time such officers or employees provide In-House services or Operations Support Services to the Partnership or its subsidiaries. Such expenses are in addition to, and not in lieu of, the Managerial Assistance Fee. “In-House Services” include but are not limited to accounting, legal, compliance, information technology, human resources, and operational and management services to the Partnership or its subsidiaries. Operations Support Services include but are not limited to operational support and consulting services and similar services to, or in connection with, the identification, acquisition, holding and improvement of its subsidiaries. In addition, GPB, on occasion, pays Partnership expenses on the Partnership’s behalf when operationally feasible and obtains reimbursement. Upon request from GPB, the Partnership reimburses GPB, in full, for all of the expenses paid on its behalf. The balance associated with Partnership expenses payable was $0.31 million and $0.13 million of December 31, ~~2023~~2024 and ~~2022~~2023, respectively, and was included as a component of due to related parties in the Consolidated Statements of Net Assets in Liquidation. Partnership expenses paid for the year ended December 31, ~~2023~~2024 and ~~2022~~2023 were $1437.39 million and $614.93 million, respectively, primarily consisting of legal indemnification costs, which reduced the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets in Liquidation by a corresponding amount.

49The partnership expenses paid for by the Partnership to GPB are passed along to vendors that are unrelated parties which are included in general and administrative expenses - corporate in “Note 3. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation”.

Table of Contents

Partnership expenses included as a component of selling, general and administrative expenses in the Consolidated Statement of Operations for the year ended December 31, 2021 was $6.0 million. For the year ended December 31, 2021, the Partnership reimbursed Highline $1.2 million for professional fees that are included as a component of selling, general and administrative expenses in the Consolidated Statements of Operations.

The partnership expenses paid for by the Partnership to GPB are passed along to vendors that are unrelated parties which are included in general and administrative expenses - corporate in “Footnote 3. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation”.

NOTES PAYABLE TO RELATED PARTIES

In 2017, the Partnership entered into two loan agreements with an affiliate of the Partnership, GPB Automotive Income Sub-Fund, Ltd. (“GPB AISF”), an offshore financing facility formed for the benefit of the Partnership, (“AISF Note 5 and AISF Note 6”) for a total of $11.8 million and incurred debt issuance costs of $2.0 million. In 2019, the Partnership entered into one loan agreement (“AISF Note 7”) with GPB AISF for $3.3 million and incurred debt issuance costs of $0.6 million.

Each AISF note was initially set to mature four years from the issuance date, and accrued interest at 8.75% per annum, payable monthly in arrears. In July 2021, AISF Note 5 and AISF Note 6 were amended to increase the interest rate to 12.5% and to extend the maturity date to December 2022. AISF Note 7 had an original maturity date of April 2023.

AISF Note 5, AISF Note 6, and AISF Note 7 entered into default in 2021. In August 2021, a waiver for the event of default was issued and the interest payments were deferred until December 2022 for AISF Note 5, AISF Note 6, and AISF Note 7.

~~Upon~~Table ~~maturity, payments have not been made for AISF Note 5, AISF Note 6 and AISF Note 7. The timing for payment~~ of these notes is contingent on GPB finalizing a plan to distribute money to its Limited Partners. GPB is not in a position to make distributions until the EDNY Court rules on the pending Receivership Application, (See “Item 3. Legal Proceedings”). GPB is unable to provide any meaningful estimate on when the Receivership Application might be resolved. Until a ruling is made, however, GPB will continue to accrue interest on the outstanding notes each quarterly and annual filing using management’s best estimate of six months of interest past the filing date. The balance of accrued interest associated with these loans of $4.0 million was included as a component of notes payable - related parties in the Consolidated Statements of Net Assets in Liquidation as of December 31, 2022. As of December 31, 2023, additional interest was accrued through June 2024 of $1.6 million for AISF Note 5, AISF Note 6, and AIFS Note 7, as that represents the Partnership’s best estimate of the expected date of repayment, and was included as a component of notes payable - related parties on the Consolidated Statements of Net Assets in Liquidation and a component of increase in notes payable - related party on the Statement of Changes in Net Assets in Liquidation.Contents

InUpon ~~2023~~maturity, ~~the~~payments ~~Partnership~~had ~~reclassified~~not ~~$1.3~~been ~~million~~made offor ~~accrued~~AISF ~~interest~~Note ~~associated~~5, ~~with~~ AISF 5,Note 6, and AISF Note 7. ~~incurred~~The ~~prior~~timing tofor payment of these notes is contingent on the ~~transition~~Partnership finalizing a plan to distribute money to its Limited Partners. The Partnership is not in a position to make distributions until the ~~liquidation~~EDNY ~~basis~~Court ofrules ~~accounting~~on the pending Receivership Application, (See “Item 3. Legal Proceedings”). The Partnership accrued interest on the outstanding notes using management’s best estimate of six months of interest past the reporting period end date. As of December 31, ~~2021~~2024, ~~from~~additional ~~due~~interest towas ~~related~~accrued ~~parties~~through toJune ~~notes~~2025 ~~payable~~for AISF Note 5, ~~related~~AISF ~~parties~~Note on6, and AIFS Note 7, as that represents the ~~accompanying~~Partnership’s ~~Consolidated~~best ~~Statement~~estimate of ~~Net~~the ~~Assets~~expected indate ~~Liquidation.~~of ~~The~~repayment, ~~amounts~~and ~~reflected~~was included as a component of ~~December~~notes ~~31,~~payable ~~2022~~- related party on the Consolidated ~~Statement~~Statements of Net Assets in Liquidation ~~have~~and ~~been~~a ~~adjusted~~component toof ~~conform~~increase toin notes payable - related party on the ~~current~~Statement ~~period~~of ~~presentation~~Changes in Net Assets in Liquidation.

In 2024, the Partnership and the Directors of GPB AISF determined an additional $1.2 million should be accrued as representing additional interest due on the historical unpaid interest, calculated by applying the contractual interest rates specified above for AISF Notes 5, 6 and 7.

Going forward, the Partnership will continue to accrue interest on the outstanding principal and unpaid interest amounts for AISF Notes 5, 6 and 7 at the contractual rates specified above.

Notes payable - related party consisted of the following:


(Dollars in thousands)				December 31,
Note	Face Value		Maturity Date	~~2023~~2024		~~2022~~2023
AISF Note 5	$	6,556	12/31/2022(1)	$	6,556	$	6,556
AISF Note 6		5,203	12/31/2022(1)		5,203		5,203
AISF Note 7		3,272	4/24/2023(2)		3.272		3.272
Total					15,031		15,031
Add: accrued interest in liquidation					5,612		3,951
Add: accrued interest in liquidation(3)					9,236		5,612
Total notes payable - related party				$	2024,~~643~~267	$	1820,~~982~~643

1.	At December 31, 2022, these notes matured and the Partnership continues to accrue interest pursuant to the contractual terms.

2.	At April 24, 2023, this note matured and the Partnership continues to accrue interest pursuant to the contractual terms.

3.	Per the explanation above, interest is accrued on the outstanding notes for six months past the reporting period end date.

OTHER RELATED PARTY TRANSACTIONS

~~During~~GPB’s principals, certain other individuals and entities that have assisted and may in the ~~year~~future ~~ended~~assist ~~December~~in 31our operations are or will be members in GPB Auto SLP, ~~2021~~LLC, ~~certain~~a ~~dealerships~~Delaware ~~owned~~limited byliability company (the ~~Partnership~~“Special ~~purchased~~LP”). ~~vehicles~~The ~~from~~Special LP will receive a ~~dealership~~profit ~~owned~~allocation, bycommonly ~~GPB~~referred ~~Holdings~~to ~~II,~~as LP“carried interest”, ~~totaling~~from ~~$1.5~~the ~~million.~~Partnership Noin ~~such~~accordance ~~transactions~~with ~~occurred~~the ~~during~~waterfall ~~2023~~provisions in the LPA. In 2024 and ~~2022~~2023, there have been no profit allocations allocated to the Special LP.

50As compensation for the services to be rendered by Highline, the Partnership pays an OSP to Highline for an annual amount agreed to by GPB and Highline, subject to the then-Board’s approval, following Highline’s delivery of the annual written budget to GPB detailing the fees, costs and expenses that will be incurred by Highline in providing its Services.

OSP fees paid for the years ended December 31, 2024 and 2023 were $0.3 million and $0.8 million, respectively, which reduced the liability for estimated costs in excess of estimated receipts during liquidation in the Consolidated Statements of Net Assets in Liquidation. After the OSP fee payment in January 2024, management has suspended the payment of all OSP fees from the Partnership until further notice.

Table of Contents

During the year ended December 31, 2021, certain dealerships owned by the Partnership sold vehicles to a dealership owned by GPB Holdings II, LP, totaling $1.1 million. No such transactions occurred during 2023 and 2022.

GPB’s principals, certain other individuals and entities that have assisted and may in the future assist in our operations are and / or will be members in GPB Auto SLP, LLC, a Delaware limited liability company (the “Special LP”). The Special LP will receive a profit allocation, commonly referred to as “carried interest”, from the Partnership in accordance with the waterfall provisions in the LPA. In 2023, 2022, and 2021, there have been no profit allocations allocated to the Special LP.

As compensation for the services to be rendered by Highline, the Partnership pays an OSP to Highline for an annual amount agreed to by GPB and Highline, subject to the Board’s approval, following Highline’s delivery of the annual written budget to GPB detailing the fees, costs and expenses that will be incurred by Highline in providing its Services. The Partnership recorded OSP fees as a component of selling, general and administrative expenses in the Consolidated Statements of Operations of $3.6 million, for the year ended December 31, 2021.

OSP fees paid for the year ended December 31, 2023 and 2022 were $0.8 million and $1.1 million, respectively, which reduced the liability for estimated costs in excess of estimated receipts during liquidation in the Consolidated Statements of Net Assets in Liquidation. Additionally, projected OSP fees to be paid during liquidation were revised resulting in a further reduction of $1.1 million and $1.7 million, for the years ended December 31, 2023 and 2022, respectively, to the liability for estimated costs in excess of estimated receipts during liquidation in the Consolidated Statements of Net Assets in Liquidation.

Guarantees

The ~~Member~~member of GPB provided personal guarantees on certain floorplan and real estate loans prior to 2018. The initial amounts guaranteed totaled $48.7 million. Pursuant to the PPM, the ~~Member~~member ~~of the General Partner~~ can charge a fee to the Partnership for providing such guarantee services. The guarantee fees payable to the ~~Member~~member ofwere ~~the General Partner was~~ calculated at $1.0 million based on 1.99% of the amount of the loans initially guaranteed. $1.0 million ~~was~~is due and payable to the ~~Member~~member ~~of the General Partner~~ which is reflected as a component of due to related parties in the Consolidated ~~Statement~~Statements of Net Assets as of December 31, ~~2023~~2024 and ~~2022~~2023. The guarantee fees are amortized over the life of the loans and were fully amortized in 2021.

REPURCHASE AGREEMENTS

Redeemable Non-Controlling Interests

In August 2020, the Partnership and Toyota Motor Sales (“TMS”) settled a dispute via a confidential settlement arrangement. As part of this resolution, the then CEO of GPB Prime agreed to make an investment of $3.7 million in the subsidiary which held the Partnership’s Toyota dealerships. In connection with the CEO’s investment of $3.7 million, the agreement between the Partnership and the CEO provided terms that upon certain triggers, including a mandatory repurchase requirement upon the death of the holder, the Partnership was required to repurchase all of the interest. As a result, the non-controlling interest was adjusted to $4.0 million and was classified as a component of redeemable non-controlling interest in the Consolidated Balance Sheet as of December 31, 2020. For the year ended December 31, 2021 interest expense of approximately $1.2 million was recorded and is included in other income in the Consolidated Statements of Operations. In November 2021, the Partnership paid $5.2 million to satisfy in full, the redeemable non-controlling interest obligation.

The Partnership entered into a repurchase agreement in 2017 with the Former CEO of Automile (“David Rosenberg”), a related party who held a non-controlling interest in a subsidiary of the Partnership. The agreement provided a put repurchase feature, including a mandatory repurchase requirement upon the death of the holder.

On April 1, 2019, David Rosenberg elected to have his interest redeemed. Based on the amended and restated repurchase agreement dated March 1, 2019, the defined purchase price for the interest was set at $23.6 million. This amount was to be paid in four equal installments of $5.9 million, beginning on July 1, 2019 and thereafter annually on April 1, 2020 through April 1, 2022.

Due to the restrictive terms of the M&T Credit Agreement at the time, see “Footnote 10. Borrowings”, the Partnership did not make the required payments that came due, and began accruing interest at LIBOR plus 5.0% per annum.

Table of Contents

Pursuant to the repurchase agreement, management has determined that no further adjustments to the liability were required subsequent to the election of the repurchase, other than the accrual of interest, as noted below. For the year ended December 31, 2021, an accrual of $5.7 million was recorded in the Consolidated Statements of Operations to account for the 2021 interest and a final settlement reached between Mr. Rosenberg and the Partnership. In November 2021, the Partnership paid $25.0 million to Mr. Rosenberg to satisfy the outstanding redeemable non-controlling interest liability. In addition, as part of a legal settlement, the Partnership paid $5.0 million to Mr. Rosenberg which is in selling, general, and administrative expenses included in the Consolidated Statement of Operations for the year ended December 31, 2021.

Non-Controlling Interests

An affiliated entity to the Partnership, GPB Holdings II, LP (“H2”), holds a 33.5% non-controlling interest in GPB Prime. In 2021, as a result of the proceeds from dispositions of dealerships, property and equipment, see “Footnote 5. Dispositions” in “Item 15. Financial Statements and Exhibits.” and, the Partnership distributed $188.8 million to GPB Holdings II, LP.

On ~~March~~January 85, ~~2022~~2023, the Partnership and GPB Prime reached an agreement ~~in principle with M&T Bank to allow~~ for an additional $8524.0 million distribution to the Partnership and ~~GPB Holdings II~~H2, ~~LP,~~ of which $288.50 million was distributed to ~~GPB Holdings II, LP~~H2.

On ~~April~~July 2619, ~~2022~~2023, ~~the Partnership and~~ GPB Prime ~~reached~~distributed ~~an agreement in principle with M&T Bank to allow for an additional~~ $3010.0 million ~~distribution~~ to the Partnership and ~~GPB Holdings II~~H2, ~~LP,~~ of which $103.14 million was distributed to ~~GPB Holdings II, LP~~H2.

On ~~December~~November 273, ~~2022~~2023, ~~the~~GPB ~~Partnership~~Prime distributed $013.14 million to the ~~former~~Partnership ~~general~~and ~~manager~~H2, of ~~two~~which ~~dealerships of the New York Metro reporting unit, who holds~~ $4%.5 ~~non-controlling~~million ~~interest,~~was indistributed ~~the~~to ~~two New York Metro dealerships~~H2.

On ~~January~~November 522, 2023, ~~the Partnership and~~ GPB Prime ~~reached~~distributed ~~an agreement for an additional~~ $246.06 million ~~distribution~~ to the Partnership and ~~GPB Holdings II~~H2, ~~LP,~~ of which $82.01 million was distributed to ~~GPB Holdings II, LP~~H2.

On July 19, 2023, GPB Prime distributed $10.0 million to the Partnership and GPB Holdings II, LP, of which $3.4 million was distributed to GPB Holdings II, LP.

On November 3, 2023, GPB Prime distributed $13.4 million to the Partnership and GPB Holdings II, LP, of which $4.5 million was distributed to GPB Holdings II, LP.

On November 22, 2023, GPB Prime distributed $6.6 million to the Partnership and GPB Holdings II, LP, of which $2.1 million was distributed to GPB Holdings II, LP.

On November 22, 2023, the Partnership distributed $0.3 million to the former general manager of two dealerships of the New York Metro reporting unit, who holds 4% non-controlling interest, in the two New York Metro dealerships.

On January 23, 2024, GPB Prime distributed $7.0 million to the Partnership and ~~GPB Holdings II~~H2, ~~LP,~~ of which $2.3 million was distributed to ~~GPB Holdings II, LP~~H2.

On April 5, 2024, GPB Prime distributed $2.8 million to the Partnership and $0.9 million was distributed to H2.

Director Independence

For discussion of our director independence see “Item 10. Director, Executive Officers and Corporate Governance.”

Table of Contents

Item 14. Principal Accounting Fees and Services

Fees Paid to the Independent Registered Public Accounting Firm

~~The Audit Committee appointed the firm~~ EisnerAmper LLP ~~New York, New York~~ (“EisnerAmper”), ~~PCAOB~~served ~~identification number 274,~~ as the independent registered public accounting firm for the audit of the consolidated financial statements of the Partnership for the years ending December 31, ~~2023~~2024 and ~~2022~~2023. As ~~our~~the Partnership’s independent registered public accounting firm, EisnerAmper audited our consolidated financial statements for the years ending December 31, ~~2023~~2024 and ~~2022~~2023 and reviewed the related interim quarters.

The table below shows aggregate fees for professional services rendered to the Partnership by EisnerAmper, for years ended December 31:


	December 31,
(Dollars in thousands)	~~2023~~2024		~~2022~~2023
Audit Fees	$	~~475~~490	$	~~463~~475
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total	$	~~475~~490	$	~~463~~475

Audit Fees. Audit fees for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, consisted of fees associated with the audit of the Partnership’s consolidated financial statements included in the Partnership’s Annual Report on Form 10-K and ~~Registration Statement on Form 10, respectively, and~~ reviews of the consolidated financial statements included in the Partnership’s Quarterly Reports on Form 10-Q.

Audit-Related Fees. The Partnership did not incur any audit related fees from EisnerAmper for years ended December 31, ~~2023~~2024 or ~~2022~~2023.

Tax Fees. The Partnership did not incur any tax fees from EisnerAmper for years ended December 31, ~~2023~~2024 or ~~2022~~2023.

All Other Fees. The Partnership did not incur any other fees from EisnerAmper for years ended December 31, ~~2023~~2024 or ~~2022~~2023.

5336

Table of Contents

PART IV

Item 15. Exhibits, Financial ~~Statements~~Statement ~~and Exhibits~~Schedules

The following documents are filed as a part of this Annual Report on Form 10-K:

(a)(1.) All Financial Statements: Consolidated Financial Statements are included herein immediately following the signature page of this report. See Index to Consolidated Financial Statements on page F-1.


	Page
Report of Independent Registered Public Accounting Firm	F-1
Report of Independent Registered Public Accounting Firm (EisnerAmper LLP PCAOB ID 274)	F-1
Audited Consolidated Financial Statements:
Consolidated Statements of Net Assets in Liquidation as of December 31, 2023 and 2022	F-3
Consolidated Statements of Net Assets in Liquidation as of December 31, 2024 and 2023	F-3
Consolidated Statements of Changes in Net Assets in Liquidation for the years ended December 31, 2023 and 2022	F-4
Consolidated Statements of Changes in Net Assets in Liquidation for the years ended December 31, 2024 and 2023	F-4
Consolidated Statement of Operations for the year ended December 31, 2021	F-5
Notes to Consolidated Financial Statements	F-5
Consolidated Statement of Changes in Partners’ Capital for the year ended December 31, 2021	F-6
Consolidated Statement of Cash Flows for the year ended December 31, 2021	F-7
Notes to Consolidated Financial Statements	F-9

(a)(2.) Financial Statement Schedules~~: None~~

3.We ~~Exhibits:~~have ~~The~~omitted ~~following~~these ~~exhibits~~schedules because they are ~~filed~~not ~~herewith~~required, or are ~~incorporated~~not byapplicable, ~~reference~~or tothe ~~exhibits~~required ~~previously~~information ~~filed~~is ~~with~~shown in the ~~SEC,~~consolidated asfinancial ~~indicated~~statements inor ~~the~~notes ~~description of each~~thereto.

(a)(3) Exhibits


Exhibit Number		Exhibit Description
2.1		Purchase Agreement, dated as of September 12, 2021, by and between GPB Portfolio Automotive, LLC, Capstone Automotive Group, LLC, Capstone Automotive Group II, LLC, Automile Parent Holdings, LLC, Automile TY Holdings, LLC, Prime Real Estate Holdings, LLC and Group 1 Automotive, Inc. (incorporated herein by reference to Exhibit 2.1 to the Partnership’s Quarterly Report on Form 10-Q filed with the SEC on November 15, 2021).
3.1		Certificate of Limited Partnership of GPB Automotive Portfolio, LP (incorporated herein by reference to Exhibit 3.1 to the Partnership’s Registration Statement on Form 10 filed with the SEC on May 14, 2021)
3.1		Certificate of Limited Partnership of GPB Automotive Portfolio, LP (incorporated herein by reference to Exhibit 3.1 to the Partnership’s Registration Statement on Form 10 filed with the SEC on May 14, 2021).
4.1		Fifth Amended and Restated Agreement of Limited Partnership of GPB Automotive Portfolio, LP, dated April 27, 2018 (incorporated herein by reference to Exhibit 4.1 to the Partnership’s Registration Statement on Form 10 filed with the SEC on May 14, 2021).
4.1.2		Fifth Amended and Restated Class A Private Placement Memorandum GPB Automotive Portfolio, LP, dated July 2018 (incorporated herein by reference to Exhibit 4.1.2 to the Partnership’s Registration Statement on Form 10 filed with the SEC on May 14, 2021).
4.1.3		Fifth Amended and Restated Class B Private Placement Memorandum GPB Automotive Portfolio, LP, dated July 2018 (incorporated herein by reference to Exhibit 4.1.3 to the Partnership’s Registration Statement on Form 10 filed with the SEC on May 14, 2021).
4.2*		Description of Securities
4.2		Description of the Partnership’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed on March 11, 2024).
10.1 +		Management Services Agreement, by and between GPB Automotive Portfolio, LP and Highline Management Inc., dated January 1, 2020 (incorporated herein by reference to Exhibit 10.12 to the Partnership’s Registration Statement on Form 10 filed with the SEC on May 14, 2021).
10.2		Variable Rate Demand Note, by and between AMR Auto Holdings – SM, LLC and M&T Bank Corporation, dated December 30, 2022.Parent Holdings, LLC, Automile TY Holdings, LLC, AMR Real Estate Holdings, LLC and M&T Bank Corporation dated January 2022 (incorporated herein by reference to Exhibit 10.2 to the Partnership’s Annual Report on Form 10-K filed with the SEC on March 28, 2023).
21		Subsidiaries of GPB Automotive Portfolio, LP (incorporated by reference to Exhibit 21 to the Partnership’s Annual Report on Form 10-K filed with the SEC on April 14, 2022).
31.1*		Certification pursuant to Section 302 of Sarbanes-Oxley Act.
31.2*		Certification pursuant to Section 302 of Sarbanes-Oxley Act.
32.1**		Certification pursuant to Section 906 of Sarbanes-Oxley Act.
32.2**		Certification pursuant to Section 906 of Sarbanes-Oxley Act.
101.INS		XBRL Instance Document.
101.SCG		XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).

Table of Contents

101.INS		XBRL Instance Document.
101.SCG		XBRL Taxonomy Extension Schema.
101.CAL		XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		XBRL Taxonomy Extension Definition Linkbase.
101.LAB		XBRL Taxonomy Extension Label Linkbase.
101.PRE		XBRL Taxonomy Extension Presentation Linkbase.

*	Filed herewith

**	Furnished herewith.

+	This exhibit is a management contract or compensatory plan or arrangement.

Item 16. Form 10-K Summary

5537

Table of Contents

~~REPORT~~Not ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~applicable.

~~To the Board of Directors of Highline Management, Inc., and Limited Partners of GPB Automotive Portfolio, LP~~

~~Opinion on the Financial Statements~~ 38

Table of Contents

WeREPORT ~~have~~OF ~~audited~~INDEPENDENT ~~the~~REGISTERED ~~accompanying~~PUBLIC ~~consolidated~~ACCOUNTING statements of net assets in liquidation of GPB Automotive Portfolio, LP (the “Partnership”) as of December 31, 2023 and 2022, and the related consolidated statements of changes in net assets in liquidation for the years ended December 31, 2023 and 2022, and the consolidated statements of operations, changes in partners’ capital, and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated net assets in liquidation of the Partnership as of December 31, 2023 and 2022, and the consolidated results of changes in its net assets in liquidation for the years ended December 31, 2023 and 2022, and the results of its operations and cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.FIRM

~~Basis~~To the Receiver and Limited Partners of ~~Accounting~~GPB Automotive Portfolio, LP

AsOpinion ~~discussed in Notes 1 and 2 to the financial statements, the Board of Directors of Highline Management, Inc. approved the plan of liquidation effective~~ on ~~December 28, 2021, and~~ the ~~Partnership~~Financial ~~determined~~Statements ~~that liquidation is imminent. As a result, the Partnership changed its basis of accounting on December 31, 2021, from the going concern basis to a liquidation basis.~~

~~Basis~~We have audited the accompanying consolidated statements of net assets in liquidation of GPB Automotive Portfolio, LP (the “Partnership”) as of December 31, 2024 and 2023, and the related consolidated statements of changes in net assets in liquidation for ~~Opinion~~each of the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated net assets in liquidation of the Partnership as of December 31, 2024 and 2023, and the consolidated results of changes in their net assets in liquidation for the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

~~These~~Basis ~~financial~~for ~~statements~~Opinion are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on the Partnership’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

WeThese ~~conducted~~financial ~~our~~statements ~~audits~~are ~~in accordance with~~ the ~~standards~~responsibility of the ~~PCAOB~~Partnership’s management. ~~Those~~Our ~~standards~~responsibility ~~require~~is ~~that we plan and perform the audit~~ to ~~obtain~~express ~~reasonable~~an ~~assurance~~opinion ~~about~~on ~~whether~~ the Partnership’s financial statements ~~are~~based ~~free~~on ofour ~~material misstatement, whether due to error or fraud~~audits. ~~The~~We ~~Partnership~~are isa ~~not~~public ~~required~~accounting tofirm ~~have,~~registered ~~nor~~with ~~were~~the wePublic ~~engaged~~Company toAccounting ~~perform,~~Oversight anBoard ~~audit~~(United ofStates) ~~its~~(“PCAOB”) ~~internal~~and ~~control over financial reporting. As part of our audits, we~~ are required to ~~obtain~~be anindependent ~~understanding~~with ofrespect ~~internal~~to ~~control~~the ~~over~~Partnership ~~financial~~in ~~reporting~~accordance ~~but~~with ~~not~~the ~~for~~U.S. ~~the~~federal ~~purpose~~securities oflaws ~~expressing~~and anthe ~~opinion~~applicable onrules ~~the~~and ~~effectiveness~~regulations of the ~~Partnership’s~~Securities ~~internal~~and ~~control~~Exchange ~~over~~Commission ~~financial~~and ~~reporting.~~the ~~Accordingly, we express no such opinion~~PCAOB.

~~Our~~We ~~audits~~conducted ~~included~~our ~~performing~~audits ~~procedures~~in toaccordance ~~assess~~with the ~~risks~~standards of ~~material~~the ~~misstatement~~PCAOB. ofThose standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud,. ~~and~~The ~~performing~~Partnership ~~procedures~~is ~~that~~not ~~respond~~required to ~~those~~have, ~~risks.~~nor ~~Such~~were ~~procedures~~we ~~included~~engaged ~~examining~~to perform, onan aaudit ~~test~~of ~~basis,~~its ~~evidence~~internal ~~regarding~~control ~~the~~over ~~amounts~~financial ~~and~~reporting. ~~disclosures~~As inpart ~~the~~of ~~financial~~our ~~statements.~~audits, ~~Our~~we ~~audits~~are ~~also~~required ~~included~~to ~~evaluating~~obtain ~~the~~an ~~accounting~~understanding ~~principles~~of ~~used~~internal ~~and~~control ~~significant~~over ~~estimates~~financial ~~made~~reporting bybut ~~management,~~not asfor ~~well~~the aspurpose ~~evaluating~~of ~~the~~expressing ~~overall~~an ~~presentation~~opinion ofon the ~~financial~~effectiveness ~~statements.~~of Wethe ~~believe~~Partnership’s ~~that~~internal ~~our~~control ~~audits~~over ~~provide~~financial areporting. ~~reasonable~~Accordingly, ~~basis~~we ~~for~~express ~~our~~no such opinion.

~~Critical~~Our ~~Audit~~audits ~~Matter~~included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~The~~Critical ~~critical~~Audit audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (i) relates to accounts or disclosures that are material to the financial statements and (ii) involved especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.Matter

~~Liquidation~~The ~~Basis~~critical audit matter communicated below is a matter arising from the current period audit of ~~Accounting~~the –financial ~~estimated~~statements ~~liquidation~~that ~~completion~~was ~~date~~communicated or required to be communicated to the audit committee and ~~estimated~~that: ~~selling~~(i) relates to accounts or disclosures that are material to the financial statements and (ii) involved especially challenging, ~~general~~subjective, or complex judgements. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and ~~administrative~~we ~~costs~~are ~~expected~~not, toby becommunicating ~~incurred~~the ~~during~~critical audit matter below, providing a separate opinion on the ~~liquidation~~critical ~~process~~audit matter or on the accounts or disclosures to which it relates.

AsLiquidation discussed in Notes 1 and 2 to the financial statements, the Board of Directors of Highline Management, Inc. commenced a plan to liquidate the Partnership’s remaining net assets and wind up the Partnership on December 28, 2021. As a result, the Partnership changed its basis of accounting, ~~using~~– aestimated ~~convenience~~liquidation completion date ofand ~~December~~estimated 31selling, ~~2021,~~general ~~from~~and ~~the~~administrative ~~going~~costs ~~concern~~expected ~~basis~~ to abe ~~liquidation~~incurred ~~basis~~during ~~in accordance with accounting principles generally accepted in~~ the ~~United States of America. Under the~~ liquidation ~~basis, the remeasurement of the~~ process

~~F-1~~

~~Table~~As discussed in Notes 1 and 2 to the financial statements, the then Board of ~~Contents~~Directors of Highline Management, Inc. commenced a plan to liquidate the Partnership’s remaining net assets and wind up the Partnership on December 28, 2021. As a result, the Partnership changed its basis of accounting, using a convenience date of December 31, 2021, from the going concern basis to the liquidation basis in accordance with accounting principles generally accepted in the United States of America. Under the liquidation basis, the remeasurement of the Partnership’s assets and liabilities through the anticipated date of liquidation include management’s estimates and assumptions of: (i) income to be generated from the remaining assets until the anticipated date of sale or disposal; (ii) net sales proceeds to be received for assets at the time of sale or disposal; (iii) amounts expected to be incurred for operating expenses during liquidation; and (iv) amounts expected to be received or paid to settle assets and liabilities. Under the liquidation basis of accounting, the accounting estimates that require management’s most significant, difficult and subjective judgements include the estimated date the liquidation process will be complete, and the estimated amount of selling, general and administrative costs – corporate, primarily legal costs, expected to be incurred through the final point of liquidation. The Partnership estimated the date liquidation will be complete is

Partnership’s assets and liabilities through the anticipated date of liquidation include management’s estimates and assumptions of: (i) income to be generated from the remaining assets until the anticipated date of sale or disposal; (ii) net sales proceeds to be received for assets at the time of sale or disposal; (iii) amounts expected to be incurred for operating expenses during liquidation; and (iv) amounts expected to be received or paid to settle assets and liabilities. Under the liquidation basis of accounting, the accounting estimates that require management’s most significant, difficult and subjective judgements include the estimated date the liquidation process will be complete, and the estimated amount of selling, general and administrative costs – corporate, including legal costs, expected to be incurred through the final point of liquidation. The Partnership estimated the date liquidation will be complete is December 31, 2025, and the Partnership estimated they will incur selling, general and administrative costs F- corporate of $30.3 million through that estimated date of liquidation, which is presented as a component of the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets in Liquidation as of December 31, 2023.1

Table of Contents

WeDecember ~~identified~~31, ~~the~~2025, ~~date the liquidation process will be complete~~ and the Partnership estimated ~~amount~~they ofwill incur selling, general and administrative costs –- corporate, ~~including~~of ~~legal~~$34.5 ~~costs,~~million ~~expected~~through tothat beestimated ~~incurred~~date ~~during~~of ~~the~~ liquidation, ~~process~~which is presented as a ~~critical~~component ~~audit~~of ~~matter due to~~ the ~~significant~~liability ~~judgements~~for byestimated ~~management~~costs in ~~projecting~~excess ~~the time it will take to complete the liquidation process and the judgements included in estimating the amount~~ of ~~selling,~~estimated ~~general~~receipts ~~and~~during ~~administrative costs expected to be incurred through the final point of~~ liquidation. ~~This~~on ~~estimate includes significant assumptions related to legal costs expected to be incurred to defend~~ the ~~Partnership~~Consolidated ~~and~~Statement ~~its affiliates against the various pending legal matters described in Note 15 to the financial statements. This required a high degree~~ of ~~auditor~~Net ~~judgement,~~Assets ~~subjectivity, and effort~~ in ~~performing~~Liquidation ~~procedures~~as ~~and evaluating audit evidence related to (i) management’s judgements around key events that may delay the liquidation process, and (ii) the extent~~ of ~~the~~December ~~selling~~31, general and administrative costs – corporate to be incurred by the Partnership, including legal costs charged to the Partnership to defend against the pending legal matters during the liquidation process2024.

~~Addressing~~We identified the ~~critical~~date ~~audit~~the ~~matter~~liquidation ~~involved~~process ~~performing~~will ~~procedures~~be complete and ~~evaluating~~the ~~audit~~estimated ~~evidence~~amount inof ~~connection~~selling, ~~with~~general ~~forming~~and ~~our~~administrative ~~overall~~costs ~~opinion~~– oncorporate ~~the~~expected ~~financial~~to ~~statements.~~be ~~These~~incurred ~~procedures~~during ~~included,~~the ~~among~~liquidation ~~others,~~process ~~(i)~~as ~~testing~~a ~~management’s~~critical ~~process~~audit ~~for~~matter ~~and~~due ~~evaluating~~to ~~management’s~~the significant judgements ~~used~~by management in ~~determining~~projecting the ~~date~~time ~~the~~it ~~liquidation process~~ will betake to complete the liquidation process and ~~those~~the ~~used~~judgements included in ~~developing~~estimating the ~~projection~~amount of selling, general and administrative costs ~~– corporate, including legal costs,~~ expected to be incurred through the final point of liquidation,. ~~(ii)~~This ~~testing~~estimate ~~the~~includes ~~completeness~~significant ~~and~~assumptions ~~accuracy~~related ofto ~~the~~legal ~~data~~costs ~~used~~expected byto ~~management~~be inincurred ~~developing the estimates, (iii) evaluating information received directly from external legal counsel and others~~ to ~~corroborate~~defend the ~~information~~Partnership ~~used~~and byits ~~Management~~affiliates inagainst the ~~development~~various ofpending ~~the~~legal ~~estimates~~matters ~~and~~described ~~(iv)~~in ~~evaluating~~Note ~~the~~11 ~~adequacy~~to of the ~~Partnership’s~~financial ~~disclosures around the estimates~~statements. ~~Evaluating~~This ~~management’s~~required ~~assumptions~~a ~~related~~high todegree ~~the~~of ~~estimated~~auditor ~~date~~judgement, ~~the~~subjectivity, ~~liquidation~~and ~~process~~effort ~~will~~in beperforming ~~complete~~procedures ~~involved~~and evaluating ~~whether~~audit ~~the~~evidence ~~assumptions~~related ~~used~~to by(i) management’s ~~were~~judgements ~~reasonable~~around ~~considering~~key ~~(i) the~~ events ~~identified~~ that ~~will~~may ~~impact~~delay the ~~timing of Management’s~~ liquidation ~~plan;~~process, and (ii) ~~whether~~ the ~~assumptions~~extent ~~used~~of ~~to evaluate~~ the ~~events were consistent with information received from third parties. Evaluating management’s assumptions related to the estimated~~ selling, general and administrative costs – corporate, ~~including legal costs expected~~ to be incurred ~~during~~by ~~liquidation involved evaluating whether~~ the ~~assumptions~~Partnership, ~~used~~primarily ~~by management were reasonable considering (i)~~ the ~~current and past~~ legal costs ~~incurred~~charged byto the Partnership; ~~and~~to ~~(ii)~~defend ~~whether~~against ~~these~~the ~~assumptions~~pending ~~were~~legal ~~consistent~~matters ~~with~~during ~~evidence~~the ~~obtained~~liquidation inprocess ~~other~~and ~~areas~~potentially ~~of the audit~~thereafter.

/Addressing the critical audit matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included, among others, (i) testing management’s/ ~~EisnerAmper~~process ~~LLP~~for and evaluating management’s judgements used in determining the date the liquidation process will be complete and those used in developing the projection of selling, general and administrative costs – corporate, primarily legal costs, expected to be incurred through the final point of liquidation, (ii) testing the completeness and accuracy of the data used by management in developing the estimates, (iii) evaluating information received directly from external legal counsel and others to corroborate the information used by Management in the development of the estimates and (iv) evaluating the adequacy of the Partnership’s disclosures around the estimates. Evaluating management’s assumptions related to the estimated date the liquidation process will be complete involved evaluating whether the assumptions used by management were reasonable considering (i) the events identified that will impact the timing of Management’s liquidation plan, and (ii) whether the assumptions used to evaluate the events were consistent with information received from third parties and others throughout the organization. Evaluating management’s assumptions related to the estimated selling, general and administrative costs – corporate, primarily legal costs, expected to be incurred during liquidation involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past legal costs incurred by the Partnership, and (ii) whether these assumptions were consistent with evidence obtained in other areas of the audit as well as information received from third parties.

~~We have served as the Partnership’~~/s/ ~~auditor~~EisnerAmper ~~since 2018.~~LLP

~~EISNERAMPER~~We ~~LLP~~have served as the Partnership’s auditor since 2018.

~~New York, New York~~

~~March~~EISNERAMPER ~~11, 2024~~LLP

Iselin, New Jersey

~~F-2~~March 27, 2025

~~Table of Contents~~

~~GPB AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES~~F-2

~~Consolidated~~Table ~~Statement~~ of ~~Net Assets in Liquidation~~Contents

~~(Liquidation~~GPB ~~Basis)~~AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES

~~(Dollars~~Consolidated Statements of Net Assets in ~~thousands)~~Liquidation

(Liquidation Basis)


	December 31,		December 31,
	2023		2022
Assets
Cash and cash equivalents	$	14,315	$	541,873
Investments		533,113		—
Restricted cash		2,200		21,975
Contracts in transit		—		990
Receivables		2,032		3,022
Assets held for sale		1,224		4,874
Other assets		2,316		2,316
Total assets	$	555,200	$	575,050
Liabilities
Floorplan payable	$	—	$	2,514
Accounts payable		1,071		1,597
Accrued expenses and other liabilities		1,558		3,711
Liabilities held for sale		—		1,127
Notes payable - related party		20,643		18,982
Operating lease liability		—		928
Liability for estimated costs in excess of estimated receipts during liquidation		27,754		22,573
Due to related parties		1,314		1,171
Total liabilities		52,340		52,603
Commitments and contingencies (see Footnote 15. Commitments and Contingencies)
Net assets in liquidation:
Net assets attributable to the Partnership in liquidation		499,052		500,865
Net assets attributable to the non-controlling interests in liquidation		3,808		21,582
Total net assets in liquidation	$	502,860	$	522,447

(Dollars in thousands)

See Notes to Consolidated Financial Statements.


	December 31,		December 31,
	2024		2023
Assets
Cash and cash equivalents	$	3,464	$	14,315
Investment securities		523,896		533,113
Restricted cash		2,200		2,200
Receivables		100		2,032
Asset held for sale		512		1,224
Other assets		520		2,316
Total assets	$	530,692	$	555,200
Liabilities
Accounts payable	$	366	$	1,071
Accrued expenses and other liabilities		500		1,558
Notes payable - related party		24,267		20,643
Liability for estimated costs in excess of estimated receipts during liquidation		29,693		27,754
Due to related parties		1,060		1,314
Total liabilities		55,886		52,340
Commitments and contingencies (see Note 11. Commitments and Contingencies)
Net assets in liquidation:
Net assets attributable to the Partnership in liquidation		474,271		499,052
Net assets attributable to the non-controlling interests in liquidation		535		3,808
Total net assets in liquidation	$	474,806	$	502,860

~~F-3~~See Notes to Consolidated Financial Statements.

~~Table of Contents~~

~~GPB AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES~~F-3

~~Consolidated~~Table ~~Statements~~ of ~~Changes in Net Assets in Liquidation~~Contents

~~(Liquidation~~GPB ~~Basis)~~AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES

~~(Dollars~~Consolidated Statements of Changes in ~~thousands)~~Net Assets in Liquidation

(Liquidation Basis)


	Year ended		Year ended
	December 31,		December 31,
	2023		2022
Net assets in liquidation, beginning of year	$	522,447	$	535,761
Changes in assets and liabilities in liquidation:
(Decrease) increase in receivables		(112)		1,872
(Decrease) increase in assets held for sale		(918)		1,091
Decrease in accounts payable		227		6
Decrease in accrued expenses and other liabilities		1,025		10,865
Decrease in liabilities held for sale		33		—
Decrease in operating lease liability		498		—
Increase in notes payable - related party		(1,578)		(1,047)
(Increase) decrease in liability for estimated costs in excess of estimated receipts during liquidation		(2,475)		13,885
Net changes in liquidation value		(3,300)		26,672
Changes in net assets in liquidation resulting from settlement of assets and liabilities:
Proceeds received in excess of assets recorded		7,368		6,248
Payments made in excess of liabilities recorded		(5,063)		(6,237)
Tax distributions made in excess of liabilities recorded		(247)		(1,411)
Distributions to non-controlling interests		(18,345)		(38,586)
Changes in net assets in liquidation		(19,587)		(13,314)

Net assets in liquidation, end of year	$	502,860	$	522,447

(Dollars in thousands)

See Notes to Consolidated Financial Statements.


	Year ended		Year ended
	December 31,		December 31,
	2024		2023
Net assets in liquidation, beginning of year	$	502,860	$	522,447
Changes in assets and liabilities in liquidation:
Decrease in receivables		(1,180)		(112)
Decrease in asset held for sale		(712)		(918)
Decrease in accounts payable		508		227
Decrease in accrued expenses and other liabilities		863		1,025
Decrease in liabilities held for sale		—		33
Decrease in operating lease liability		—		498
Increase in notes payable - related party		(3,624)		(1,578)
Increase in liability for estimated costs in excess of estimated receipts during liquidation		(20,915)		(2,475)
Decrease in due to related party		254		—
Net changes in liquidation value		(24,806)		(3,300)
Changes in net assets in liquidation resulting from settlement of assets and liabilities:
Proceeds received in excess of assets recorded		385		7,368
Payments made in excess of liabilities recorded		(348)		(5,063)
Tax distributions made in excess of liabilities recorded		—		(247)
Distributions to non-controlling interests		(3,285)		(18,345)
Changes in net assets in liquidation		(28,054)		(19,587)

Net assets in liquidation, end of year	$	474,806	$	502,860

~~F-4~~See Notes to Consolidated Financial Statements.

~~Table of Contents~~

~~Consolidated Statement of Operations~~F-4

~~(Dollars~~Table inof ~~thousands)~~Contents

GPB AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES


	Year Ended December 31,
	2021
Revenues:
New vehicle retail sales	$	924,310
Used vehicle retail sales		552,830
Used vehicle wholesale sales		93,567
Service, body, and parts sales		207,455
Finance and insurance sales		77,365
Total revenues		1,855,527
Costs of sales:
New vehicle retail cost		829,732
Used vehicle retail cost		506,953
Used vehicle wholesale cost		82,543
Service, body, and parts cost		87,302
Total cost of sales		1,506,530
Gross profit		348,997
Operating expenses:
Selling, general and administrative expenses		284,988
Gain on sale of dealerships, property and equipment		(313,441)
Managerial assistance fee, related party		12,162
Rent expense		6,109
Asset impairment		1,758
Depreciation and amortization		9,124
Total operating expenses		700
Operating income		348,297
Other income (expense):
Floorplan interest		(3,048)
Interest expense		(8,620)
Interest expense to related parties		(2,906)
Gain on forgiveness of PPP loans		19,811
Other expense		(1,626)
Total other income, net		3,611
Net income		351,908
Net income attributable to non-controlling interests		118,276
Net income attributable to the Partnership	$	233,632

Notes to Consolidated Financial Statements

1. Organization, Nature of Business, Liquidation Events, and Significant Legal Matters

~~See Notes to Consolidated Financial Statements.~~Organization

~~F-5~~GPB Capital Holdings, LLC (“General Partner”, “GPB Capital”, “Capital Holdings”, or “GPB”), a Delaware limited liability company and registered investment adviser, is the Partnership’s General Partner pursuant to the terms of the Fifth Amended and Restated Agreement of Limited Partnership, dated April 27, 2018 (as the same may be amended from time to time, the “LPA”). Pursuant to the LPA, GPB conducts and manages our business. As further described below under “SEC Action, Monitorship, Receivership and Related Matters” GPB has entered into a management services agreement with GPB’s wholly owned subsidiary Highline Management, Inc. (“Highline”). GPB conducted and managed our business, through Highline, which provides certain management services to assist GPB in fulfilling its duties as the Partnership’s General Partner. However, now that the Partnership is in receivership, GPB and Highline continue to act out their duties under supervision and direction of the Receiver, as defined below.

~~Table~~Until the sale of ~~Contents~~substantially all of the Partnership’s assets described below under “Sale of Substantially All of the Partnership’s Assets,” we owned and operated multiple retail automotive dealerships, including in most cases their related real estate, and sought to further develop their operations to increase cash flow and income from operations on behalf of the Limited Partners, as defined below. We disposed of our last dealership in October 2023 and the Partnership no longer owns or operates any dealerships.

~~GPB~~Receivership ~~AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES~~

~~Consolidated~~The ~~Statement~~Partnership ofis ~~Changes~~currently in ~~Partners’~~receivership. ~~Capital~~As further described below under “SEC Action, Monitorship, Receivership and Related Matters”, on December 8, 2023, the U.S. District Court for the Eastern District of New York (the “EDNY Court”) entered an order (the “Trial Court Receivership Order”), appointing Joseph T. Gardemal III as receiver (the “Receiver”) of the General Partner, the GPB-managed partnerships, including the Partnership, and certain GPB affiliated entities, including Highline (collectively, the “Receivership Entities”). Following an appeal of the Trial Court Receivership Order, on December 3, 2024, the U.S. Court of Appeals for the Second Circuit (the “Second Circuit”) affirmed the Trial Court Receivership Order (the “Receivership Order”), and the receivership (the “Receivership”) took effect.

~~(Dollars~~Pursuant into ~~thousands)~~the Receivership Order, the EDNY Court has taken exclusive jurisdiction and possession of all assets of the Receivership Entities, and the EDNY Court has appointed Mr. Gardemal to serve as the Receiver for the Receivership Entities.


	GPB		Class A		Class A-1		Class B		Class B-1		Total		Non-
	Auto		Limited		Limited		Limited		Limited		Controlling		Controlling
	SLP, LLC		Partners		Partners		Partners		Partners		Interests		Interests		Total
Partners’ capital - December 31, 2020	$	—	$	177,570	$	80,294	$	35,883	$	15,118	$	308,865	$	131,074	$	439,939
Partners’ capital contributions		—		—		—		—		—		—		342		342
Unit issuance costs		—		—		—		(16)		(9)		(25)		—		(25)
Distributions		—		(3,948)		(1,785)		(798)		(336)		(6,867)		(191,809)		(198,676)
Net income		—		134,080		60,817		27,818		10,917		233,632		118,276		351,908
Partners’ capital - December 31, 2021 (see Footnote 4)	$	—	$	307,702	$	139,326	$	62,887	$	25,690	$	535,605	$	57,883	$	593,488

Sale of Substantially All of the Partnership’s Assets

~~See~~On ~~Notes~~September to12, ~~Consolidated~~2021, ~~Financial~~the ~~Statements~~Partnership and certain of its direct and indirect subsidiaries entered into a Purchase Agreement (the “Purchase Agreement”) with Group 1 Automotive, Inc., a Delaware corporation (“Group 1”). Pursuant to the Purchase Agreement, the Partnership agreed to sell substantially all of the assets of the Partnership, including, but not limited to the Partnership’s real property (including entities owning real property), vehicles, parts and accessories, goodwill, permits, intellectual property and substantially all contracts, that relate to their automotive dealership and collision center businesses, subject to obtaining the relevant manufacturer

F-5

~~F-6~~Table of Contents

~~Table~~GPB ofAUTOMOTIVE ~~Contents~~PORTFOLIO, LP AND SUBSIDIARIES

~~GPB~~Notes ~~AUTOMOTIVE~~to ~~PORTFOLIO,~~Consolidated LPFinancial ~~AND~~Statements ~~SUBSIDIARIES~~(Continued)

~~Consolidated~~approvals, ~~Statement~~and ofexcluding ~~Cash~~certain ~~Flows~~assets such as cash and certain receivables (the “Group 1 Sale”). The Purchase Agreement was approved by GPB (via Highline) and the Monitor (as defined below).

~~(Dollars~~In inNovember ~~thousands)~~2021, the Partnership obtained the necessary manufacturer approvals and completed the sale of substantially all of its assets, including real estate, three collision centers, and 27 of its 29 dealerships to Group 1. In December 2021, the Partnership obtained the necessary manufacturer approval and completed the sale of its 28th dealership and the related real estate to a third-party. The aggregate consideration for all of the 28 dealership purchases and real-estate was $824.9 million after taking into account the payoff of floorplan financing and mortgage debt outstanding at the time of the Group 1 Sale.

The aggregate consideration of $824.9 million for the sale of 28 dealerships and real-estate includes $763.6 million received directly by GPB Prime, as defined below, and was therefore, restricted from distribution to the Partnership or any of its affiliates pursuant to the terms of the M&T Credit Agreement. On December 28, 2021, the Partnership and GPB Prime Holdings, LLC (“GPB Prime”), an entity in which the Partnership holds a 66.5% interest, reached an agreement in principle with M&T Bank Corporation (“M&T Bank”) to allow for a $570.0 million distribution to the Partnership and GPB Holdings II, LP, of which $188.8 million was distributed to GPB Holdings II, LP, an affiliated entity to the Partnership which holds a 33.5% non-controlling interest in GPB Prime.


	Year Ended December 31,
	2021
Cash flows from operating activities:
Net income	$	351,908
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		7,292
Amortization of right-of-use assets - finance		1,832
Amortization of right-of-use assets - operating		4,618
Amortization of capitalized guarantee costs in interest expense to related party		62
Amortization of debt issuance costs in interest expense to related party		509
Amortization of debt issuance costs in interest expense		3,493
Asset impairment		1,758
Gain on disposal of property and equipment, net		(26,058)
Gain on disposal of dealerships, net		(287,383)
Decrease in interest rate swap liability in interest expense		(836)
Bad debt recovery		(946)
Forgiveness of debt		(19,811)
Other adjustments to reconcile net loss		2,108
Changes in operating assets and liabilities, net of effects from business combinations:
Contracts in transit		37,918
Receivables		28,804
Due from related parties		283
Inventories		137,799
Prepaid expenses and other current assets		(1,497)
Leased rental/service vehicles		12,463
Other assets		(1,638)
Floorplan payable, trade, net		(11,548)
Accounts payable		(28,788)
Accrued expenses and other current liabilities		(13,938)
Payments on lease liabilities - operating		(4,313)
Due to related parties		(664)
Leased vehicle liability		(12,510)
Other liabilities		7,911
Net cash provided by operating activities		188,828
Cash flows from investing activities:
Purchase of property and equipment		(18,449)
Proceeds from disposition of property and equipment		285,189
Proceeds from disposition of dealerships		629,580
Repayment from note receivable from related party		3,700
Net cash provided by investing activities		900,020

In January 2022, the Partnership and GPB Prime entered into a Twelfth Amendment (the “Amendment”) to the M&T Credit Agreement. The Amendment, among other things, reaffirmed the agreement in principle which (i) allowed for distribution to the Partnership and GPB Holdings II, LP of $570.0 million, representing a portion of the proceeds received from the Group 1 Sale; (ii) changed the definition of floor plan borrowers to mean Prime Subaru Manchester; (iii) decreased the credit limit that may be borrowed for vehicle floorplan financing from $360.0 million to up to $8.8 million; and (iv) replaced the benchmark interest rates for borrowings from the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR) subject to certain adjustments in the Amendment. The M&T Credit Agreement was amended primarily to reflect that we owned only one new vehicle dealership and no longer required the same amount of debt financing as was previously in place. Proceeds from the Group 1 Sale were used in part to repay all other amounts outstanding under the M&T Credit Agreement.

On October 16, 2023, the Partnership transferred the legal ownership of the sole remaining dealership, Prime Subaru Manchester, to Group 1, following the parties’ settlement of litigation.

Plan of Liquidation and The Receivership

~~F-7~~Prior to the Receivership taking effect, and concurrent with reaching an agreement in principle with M&T Bank on December 28, 2021 to allow for distributions to the Partnership and GPB Holdings II, LP, Highline, on behalf of GPB, caused us to commence a plan to liquidate the Partnership’s remaining net assets and wind up the Partnership (“Plan of Liquidation”). Highline reached its decision to commence the Plan of Liquidation because of, among other things, the advanced stage of the Group 1 Sale, the agreement in principle with M&T Bank to allow for a $570.0 million distribution, and the fact that no further plans to deploy capital in any other investments were contemplated. In accordance with United States generally accepted accounting principles (“U.S. GAAP”) liquidation of the Partnership was thereby determined to be imminent, resulting in the need to adopt the liquidation basis of accounting as of December 28, 2021.

~~Table~~The then-Highline Board of ~~Contents~~Directors (the “Board”) formally approved the commencement of the Plan of Liquidation at the Board meeting held on February 3, 2022. The Board concluded that it was appropriate to adopt liquidation accounting in accordance with U.S. GAAP for financial reporting purposes, using a “convenience date” of December 31, 2021.

~~GPB~~On ~~AUTOMOTIVE~~December ~~PORTFOLIO~~3, LP2024, ~~AND~~the ~~SUBSIDIARIES~~Receivership took effect, and since that date through the date of this Annual Report, the Partnership has been operating under the direction of the Receiver. In accordance with the Receivership Order, on January 17, 2025, the Receiver filed with the EDNY Court a proposed plan to distribute available Receivership assets to investors and creditors of the Receivership Entities, including the Partnership.

~~Consolidated~~Prior ~~Statement~~to an approval, if any, by the EDNY Court of ~~Cash~~the ~~Flows~~distribution to the Partnership’s investors and creditors, the Partnership cannot predict the timing or amount of any distributions to its limited partners (the “Limited Partners”). In addition, no assurances can be

~~(Dollars in thousands)~~F-6

Table of Contents


	Years Ended December 31,
	2021
Cash flows from financing activities:
Payments of floorplan debt, non-trade, net		(162,219)
Payments of long-term debt		(244,690)
Payments of finance lease liabilities		(2,477)
Payments of deferred financing costs		(2,190)
Capital contributions from non-controlling interests		342
Unit issuance costs		(25)
Distributions to redeemable non-controlling interests		(31,927)
Distributions to non-controlling interests		(189,626)
Net cash used in financing activities		(632,812)
Net increase in cash		456,036
Cash, beginning of year		135,412
Cash, end of year	$	591,448

Supplemental cash flow information:
Reconciliation of cash and restricted cash:
Cash	$	550,048
Restricted cash, net of current portion		41,400
Total cash and restricted cash	$	591,448

Supplemental disclosure of cash flow information:
Cash payments for interest	$	14,947
Supplemental schedule of non-cash investing and financing activities:
Distributions to non-controlling interests included in due to related parties	$	2,183
Distributions to partners’ included in distributions payable for tax withholding		6,867

GPB AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

~~See~~provided ~~Notes~~that any expected liquidation and winding down will be completed as set forth in the proposed plan filed by the Receiver with the EDNY Court, and future changes to any such expected date could have a material impact in the Consolidated Financial Statements and the amount, if any, that is ultimately distributed to our Limited Partners. As of the date of this filing, the Partnership continues to believe that December 31, 2025 is the best estimate for the expected liquidation completion date.

Following the Implementation of the Plan of Liquidation

FThe Board’s approval to commence the Plan of Liquidation and to dissolve substantially all of the net assets of the Partnership on December 28, 2021, requires the financial statements to be prepared in accordance with the liquidation basis of accounting as defined in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 205-830 Financial Statement Presentation, Liquidation Basis of Accounting (“ASC 205-30”). The liquidation basis of accounting differs significantly from the going concern basis, as summarized below.

~~Table~~Under the liquidation basis of ~~Contents~~accounting, the consolidated balance sheet and consolidated statements of operations, changes in partner’ capital and cash flows are no longer presented.The liquidation basis of accounting requires a statement of net assets in liquidation, a statement of changes in net assets in liquidation and all disclosures necessary to present relevant information about our expected resources in liquidation. The liquidation basis of accounting may only be applied prospectively from the date liquidation becomes imminent and the initial statement of changes in net assets in liquidation may present only changes in net assets that occurred during the period since that date.

~~GPB~~Under ~~AUTOMOTIVE~~the ~~PORTFOLIO~~liquidation basis of accounting, LPour ~~AND~~assets ~~SUBSIDIARIES~~are measured at their estimated net realizable value, or liquidation value, which represents the amount of their estimated cash proceeds or other consideration from liquidation, based on current contracts, estimates and other indications of sales value, and includes assets held for sale. In developing these estimates, we utilized the forecasts generated by our management. All estimates by nature involve a large degree of judgement and sensitivity to the underlying assumptions.

~~Notes~~Under the liquidation basis of accounting, we recognize liabilities as they would have been recognized under the going concern basis adjusted for the timing assumptions related to ~~Consolidated~~the ~~Financial~~liquidation ~~Statements~~process and they will not be reduced to expected settlement values prior to settlement. Our liabilities are derecognized when we pay the obligation or when we are legally released from being the primary obligor under the liability.

1.The ~~Organization~~valuation of our assets and liabilities, ~~Nature~~as described above, represents estimates, based on present facts and circumstances, of ~~Business~~the net realizable value of the assets and costs associated with carrying out the Plan of Liquidation. The actual values and costs associated with carrying out the Plan of Liquidation may differ from amounts reflected in the accompanying Consolidated Financial Statements because of the Plan of Liquidation’s inherent uncertainty. These differences may be material. In particular, these estimates will vary with the length of time necessary to complete the Plan of Liquidation. ~~Events~~It is currently anticipated that liquidation will be completed by December 31, 2025, however, no assurances can be provided that this date will be met. This date was determined through management, consultation with the Receiver and ~~Significant~~the ~~Legal~~Partnership’s ~~Matters~~external counsel and contemplates such matters as the timing of the approval of the distribution plan, the timing of David Gentile’s criminal trial, and outcome and the settling of pending litigation as the main components driving the estimate on timing of complete liquidation. In addition, this date assumes that if the Partnership continues to be responsible for costs relating to matters expected to occur after the anticipated liquidation completion date of December 31, 2025, primarily the anticipated indemnification costs, such estimated amounts would be reserved for and managed by GPB to pay such obligations. The current projection model used to estimate future costs during liquidation includes consideration of this scenario.

~~Organization~~Net assets in liquidation represents the estimated liquidation value to holders of Units upon liquidation. It is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to our Limited Partners and no assurance can be given that the distributions will equal or exceed the estimate presented in these Consolidated Financial Statements.

~~GPB~~Table Capital Holdings, LLC (“General Partner”, “Capital Holdings”, “GPB Capital”, or “GPB”), a Delaware limited liability company and registered investment adviser, is the Partnership’s General Partner pursuant to the terms of the Fifth Amended and Restated Agreement of Limited Partnership, dated April 27, 2018 (as the same may be amended from time to time, the “LPA”). Pursuant to the LPA, GPB conducts and manages our business. Robert Chmiel, GPB’s Chief Executive Officer and Chief Financial Officer, currently serves as the sole manager of GPB under the terms of GPB’s limited liability company agreement. GPB has entered into a management services agreement with GPB’s wholly owned subsidiary, Highline Management, Inc. (“Highline”), pursuant to which Highline provides certain management services to GPB to assist GPB in fulfilling GPB’s duties as the Partnership’s General Partner.Contents

~~Until~~GPB ~~the~~AUTOMOTIVE ~~sale of substantially all of the Partnership’s assets described below under “Sale of Substantially All of the Partnership’s Assets~~PORTFOLIO,” weLP ~~owned~~AND and operated multiple retail automotive dealerships, including in most cases their related real estate, and sought to further develop their operations to increase cash flow and income from operations on behalf of the Limited Partners, as defined below. As of December 31, 2023, the Partnership does not own or operate any dealerships.SUBSIDIARIES

~~Sale~~Notes ofto ~~Substantially~~Consolidated ~~All~~Financial ofStatements ~~the Partnership’s Assets~~(Continued)

OnNature ~~September 12, 2021, the Partnership and certain~~ of its direct and indirect subsidiaries entered into a Purchase Agreement (the “Purchase Agreement”) with Group 1 Automotive, Inc., a Delaware corporation (“Group 1”). Pursuant to the Purchase Agreement, the Partnership agreed to sell substantially all of the assets of the Partnership, including, but not limited to the Partnership’s real property (including entities owning real property), vehicles, parts and accessories, goodwill, permits, intellectual property and substantially all contracts, that relate to their automotive dealership and collision center businesses, subject to obtaining the relevant manufacturer approvals, and excluding certain assets such as cash and certain receivables (the “Group 1 Sale”). The Purchase Agreement was approved by GPB (via Highline) and the Monitor (as defined below).Business

InPrior ~~November~~to ~~2021,~~the sale of substantially all of the Partnership’s ~~obtained~~assets, the ~~necessary~~Partnership’s ~~manufacturer~~principal ~~approvals~~business ~~and~~was ~~completed~~ the retail sale of ~~substantially~~automobiles ~~all~~primarily ofin ~~its~~the ~~assets,~~northeast ~~including~~United ~~real~~States. ~~estate,~~The ~~three~~Partnership ~~collision~~offered ~~centers,~~a ~~and~~diversified 27range of ~~its~~automotive 29products ~~dealerships~~and toservices, ~~Group~~which 1.included Innew ~~December 2021~~vehicles, ~~the~~used ~~Partnership~~vehicles, ~~obtained~~parts ~~the~~and ~~necessary~~service ~~manufacturer~~and ~~approval~~automotive finance and ~~completed~~insurance ~~the~~products, ~~sale~~which ofincluded ~~its~~vehicle ~~28th~~service ~~dealership~~ and ~~the~~other ~~related~~protection ~~real~~products, ~~estate~~as towell aas ~~third-party.~~the ~~The~~arranging ~~aggregate~~of ~~consideration~~financing for ~~all~~vehicle ~~of the 28 dealership~~ purchases ~~and~~through ~~real-estate~~third ~~was~~party ~~$824~~finance sources.9 ~~million~~In ~~after~~2021, ~~taking into account~~ the ~~payoff~~Partnership disposed of ~~floorplan~~28 ~~financing~~dealerships and ~~mortgage~~any ~~debt~~attendant ~~outstanding~~real atestate, ~~the~~for ~~time~~$824.9 million of ~~the~~aggregate ~~Group 1 Sale~~consideration.

~~The~~On ~~aggregate~~September ~~consideration~~15, of2023, ~~$824.9 million for the sale of 28 dealerships and real-estate includes $763.6 million received directly by GPB~~ Prime, asSubaru ~~defined~~Manchester ~~below,~~ and ~~was~~Group ~~therefore,~~1 ~~restricted~~agreed ~~from~~with ~~distribution~~its toSubaru ~~the~~distributor ~~Partnership~~in orNew ~~any~~Hampshire ~~of its affiliates pursuant~~ to ~~the~~settle ~~terms of~~ the ~~M&T~~litigation ~~Credit~~first ~~Agreement.~~filed Onin ~~December~~Superior ~~28,~~Court ~~2021, the Partnership~~ and ~~GPB~~later ~~Prime~~appealed ~~Holdings,~~to ~~LLC (“GPB Prime”), an entity in which~~ the ~~Partnership~~New ~~holds~~Hampshire aSupreme 66Court.5% ~~interest,~~Following ~~reached an agreement in principle with M&T Bank Corporation (“M&T Bank”) to allow for a $570.0 million distribution to~~ the ~~Partnership~~parties’ ~~and~~settlement ~~GPB~~of ~~Holdings II~~litigation, ~~LP,~~ownership of ~~which~~Prime ~~$188.8~~Subaru ~~million~~Manchester ~~was~~transferred ~~distributed~~ to ~~GPB~~Group ~~Holdings~~1 ~~II,~~on LPOctober 16, ~~an affiliated entity to the Partnership which holds a 33~~2023.~~5% non-controlling interest in GPB Prime.~~

InConsideration ~~January~~of ~~2022,~~$33.4 ~~the~~million ~~Partnership~~paid ~~and~~at ~~GPB Prime entered into a Twelfth Amendment (~~the ~~“Amendment”)~~initial todate ~~the~~of ~~M&T~~closing ~~Credit~~was ~~Agreement.~~put ~~The~~into ~~Amendment,~~escrow ~~among~~by ~~other~~Group ~~things,~~1 ~~reaffirmed the agreement~~ in ~~principle~~November ~~which~~2021 ~~(i)~~and ~~allows~~was ~~for~~released ~~distribution~~ to the Partnership ~~and~~on ~~GPB~~April ~~Holdings II~~12, LP2022. ofOn ~~$570.0~~October ~~million~~16, ~~representing~~2023, aownership ~~portion~~ of ~~the~~Prime ~~proceeds~~Subaru ~~received~~Manchester ~~from~~has ~~the~~transferred, ~~Group~~The 1net ~~Sale;~~consideration ~~(ii)~~received ~~changes~~for the ~~definition~~ownership transfer of ~~floor plan borrowers to mean~~ Prime Subaru Manchester;, ~~(iii)~~including ~~decreases~~ the ~~credit~~initial ~~limit~~closing ~~that~~consideration, ~~may~~was ~~be borrowed for vehicle floorplan financing from~~ $~~360~~34.05 million ~~to up to $8~~.8 million; and (iv) replaces the benchmark interest rates for borrowings from the London Interbank Offered Rate (LIBOR) to the Secured Overnight Financing Rate (SOFR) subject to certain adjustments in the Amendment. The M&T Credit Agreement was amended primarily to reflect that we own only one new vehicle dealership and no longer require the same amount of debt financing as was previously in place. Proceeds from the Group 1 Sale were used in part to repay all other amounts outstanding under the M&T Credit Agreement.

~~F-9~~Highline

~~Table~~In January 2020, Highline was formed as a wholly owned subsidiary of ~~Contents~~GPB, to provide management and operational support services to the GPB-managed partnerships. Highline’s formation followed the completion of an independent special investigation by outside legal counsel as a response to recommendations made by GPB’s predecessor audit committee (the “Audit Committee”) to certain allegations brought against the General Partner as described above and in “Note 11. Commitments and Contingencies.”

The predecessor Audit Committee made recommendations which led to a series of restructuring activities undertaken to accomplish a number of objectives including, but not limited to the: (i) further enhancement of the corporate management structure, with the addition of professionals knowledgeable in the industry and commensurate with the complexity and demands of the business of the Partnership; (ii) formalization, to the extent possible, of the commitment to share human resources, facilities and operating assets among and between the entities that comprise the General Partner and the Partnership; and (iii) further development of the independent oversight of the corporate governance structure and framework to help enable the Partnership to achieve its goals, control risks and compliance with laws, rules and regulations which govern the management of the Partnership. To that end, an initial five-member Board was appointed; the Board was first reduced to three members and, later, to two (all of whom were “independent”, as that term is used in the New York Stock Exchange-listed company manual). To address its oversight and governance, the Board previously established three committees, each consisting entirely of the independent members, an Audit Committee, a Governance Committee and a Compensation Committee, responsible for overseeing GPB’s ~~AUTOMOTIVE~~management ~~PORTFOLIO~~related to the Partnership’s affairs, LPestablishing ~~AND~~additional ~~SUBSIDIARIES~~layers of responsibility within the Partnership’s governance structure and enhancing internal controls. As of this filing, the Board is defunct. The Receiver serves as the board of directors of the Partnership.

~~Notes~~Between the April 14, 2021 Amended Monitor Order and the time when the Receivership took effect, operational and financial decisions made by Highline regarding the affairs of the Partnership were subject to ~~Consolidated~~the ~~Financial~~same ~~Statements~~authority ~~(Continued)~~of the Monitor as decisions made by GPB. Since the affirmation of the Receivership Order by the Second Circuit, and through the date of the filing of this Annual Report, the Partnership has been managed under the direct supervision of the Receiver, who has assumed the governance role over the Partnership.

OnNew ~~October~~Accounting 16, 2023, the Partnership transferred the legal ownership of the sole remaining dealership, Prime Subaru Manchester, to Group 1, following the parties’ settlement of litigation (see “Footnote 15. Commitments and Contingencies” for more information on the Prime Subaru Manchester matter). Consideration of $33.4 million purchase price was placed into an escrow account, which was released to GPB Prime in April 2022. The net consideration received for the ownership transfer of Prime Subaru Manchester, including the initial closing consideration, was $34.5 million. The aggregate consideration was subject to customary post-close adjustments as defined in the Purchase Agreement.Pronouncements

~~Plan~~As a result of ~~Liquidation~~the transition to the liquidation basis of accounting in 2021, we believe new accounting pronouncements will not have a material impact on our Consolidated Financial Statements.

~~Concurrent~~Federal with reaching an agreement in principle with M&T Bank on December 28, 2021, to allow for distributions to the Partnership and GPB Holdings II, LP, Highline, on behalf of GPB, caused us to commence a plan to liquidate the Partnership’s remaining net assets and wind up the Partnership (“Plan of Liquidation”). Highline reached its decision to commence the Plan of Liquidation because of, among other things, the advanced stage of the Group 1 Sale, the agreement in principle with M&T Bank to allow for a $570.0 million distribution, and the fact that no further plans to deploy capital in any other investments are contemplated. In accordance with United States generally accepted accounting principles (“U.S. GAAP”) liquidation of the Partnership was thereby determined to be imminent, resulting in the need to adopt the liquidation basis of accounting as of December 28, 2021. Matters

~~The~~On ~~Highline~~February ~~Board~~4, of2021, ~~Directors~~the Securities and Exchange Commission (the “~~Board~~SEC”) ~~formally~~filed ~~approved~~a ~~the~~contested ~~commencement~~civil ofenforcement ~~the~~action ~~Plan of Liquidation at~~ (the ~~Board~~“SEC ~~meeting~~Action”) ~~held~~against onGPB, ~~February~~Ascendant 3Capital, ~~2022.~~LLC ~~The~~(“Ascendant”), ~~Board~~Ascendant ~~concluded~~Alternative ~~that it was appropriate to adopt liquidation accounting in accordance with U.S. GAAP for financial reporting purposes~~Strategies, ~~using~~LLC a (“~~convenience date~~AAS”), ofDavid ~~December 31~~Gentile, ~~2021.~~Jeffry

The Partnership cannot predict the timing or amount of any distributions to its limited partners (the “Limited Partners”), because uncertainties exist as to: (i) the ultimate amount of expenses associated with implementing its monetization strategy, liabilities, operating costs, and amounts to be set aside for claims; (ii) obligations and provisions during the liquidation and windingF-up process; and (iii) the timing and outcome of the pending litigation, and the related timing to complete such transactions during the overall liquidation process. Upon transitioning to the liquidation basis of accounting on December 31, 2021, the Partnership initially estimated the liquidation process would be complete by December 31, 2024, an estimate that was, in part, driven by the anticipated commencement date for the Criminal Case with the General Partner (see “Footnote 15. Commitments and Contingencies”). In a status conference held on April 17, 2023, the judge in the Criminal Case scheduled the trial for June 3, 2024, which is later than initially estimated by the Partnership. As a result, the Partnership extended the expected liquidation completion date from December 31, 2024 to December 31, 2025, beginning with the quarter ended March 31, 2023 (see “Footnote 3. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation” for information on the impact this change in estimate had on the Consolidated Financial Statements). No assurances can be provided that the expected liquidation completion date will be met and future changes to this expected date could have a material impact on the Consolidated Financial Statements.8

~~Following~~Table ~~the Implementation~~ of ~~the Plan of Liquidation~~Contents

~~Highline’s~~GPB ~~approval~~AUTOMOTIVE ~~to commence the Plan of Liquidation and to dissolve substantially all of the net assets of the Partnership on December 28~~PORTFOLIO, ~~2021,~~LP ~~requires~~AND the financial statements to be prepared in accordance with the liquidation basis of accounting as defined in the FASB ASC 205-30 Financial Statement Presentation, Liquidation Basis of Accounting. Liquidation is considered imminent when the likelihood is remote that we will return from liquidation and either (a) the Plan of Liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the Plan of Liquidation will be blocked by other parties, or (b) the Plan of Liquidation is being imposed by other forces (for example, involuntary bankruptcy).SUBSIDIARIES

~~The~~Notes ~~liquidation~~to ~~basis~~Consolidated ofFinancial ~~accounting~~Statements ~~differs significantly from the going concern basis, as summarized below.~~(Continued)

~~Under~~Schneider and Jeffrey Lash in the ~~liquidation~~United ~~basis~~States District Court for the Eastern District of ~~accounting,~~New York (the ~~consolidated~~“EDNY ~~balance~~Court”). ~~sheet~~No ~~and~~GPB-managed ~~consolidated~~partnership ~~statements~~is a named defendant in the SEC Action. The SEC Action alleged several violations of ~~operations~~the federal securities laws, ~~changes~~including insecurities ~~partner’~~fraud. ~~capital~~The SEC was seeking disgorgement and ~~cash~~civil ~~flows~~monetary ~~are~~penalties, noamong ~~longer~~other ~~presented~~remedies.

~~The~~Also ~~liquidation~~on ~~basis~~February 4, 2021, the U.S. Attorney’s Office for the Eastern District of ~~accounting~~New ~~requires~~York (the “USAO”) brought a ~~statement~~Criminal ofindictment ~~net~~against ~~assets~~Mr. inGentile, ~~liquidation~~Mr. Schneider, aand ~~statement~~Mr. ofLash ~~changes~~(the in“Criminal ~~net~~Case”). ~~assets~~The indictment in ~~liquidation~~the Criminal Case alleges conspiracy to commit securities fraud, conspiracy to commit wire fraud, and securities fraud against all ~~disclosures~~three ~~necessary~~individuals. toMr. ~~present~~Gentile ~~relevant~~and ~~information~~Mr. ~~about~~Lash ~~our~~were ~~expected~~also ~~resources~~charged inwith ~~liquidation~~two counts of wire fraud. ~~The~~Promptly ~~liquidation~~following ~~basis~~his indictment, Mr. Gentile resigned from all management and board positions with GPB and Highline, the GPB-managed funds, including the Partnership, and subsidiaries of the Partnership.

F-On June 6, 2023, Mr. Lash pled guilty to one count of wire fraud in the Criminal Case pursuant to a plea agreement. On June 10, 2024, the trial in the Criminal Case commenced against Mr. Gentile and Mr. Schneider. The jury in the Criminal Case returned a guilty verdict on all counts against Mr. Gentile and Mr. Schneider on August 1, 2024. Mr. Gentile and Mr. Schneider’s sentencing is scheduled for April 4, 2025. Mr. Lash’s sentencing is scheduled for May 8, 2025.

~~Table~~Appointment of ~~Contents~~Monitor

On February 11, 2021, the EDNY Court in the SEC Action appointed Joseph T. Gardemal III as the independent monitor over GPB ~~AUTOMOTIVE~~(the ~~PORTFOLIO~~“Monitor”) until further order of the EDNY Court (the “Monitor Order”). The EDNY Court appointed the Monitor in response to a request from the SEC, LPwhich ~~AND~~asserted ~~SUBSIDIARIES~~that the Monitor was necessary to protect investors in light of the alleged misconduct of GPB Capital’s former Chief Executive Officer, David Gentile. In its February 4, 2021 complaint (“the Complaint”) in the SEC Action, the SEC alleged that Mr. Gentile, as the owner and then-Chief Executive Officer of GPB Capital, along with Jeffry Schneider, the owner of Ascendant, GPB’s placement agent, lied to investors about the source of money used to make 8% annualized distribution payments to investors. According to the SEC, Mr. Gentile and others allegedly told investors that the distribution payments were paid exclusively with monies generated by GPB portfolio companies, but as alleged, GPB actually used investor money to pay portions of the annualized 8% distributions. The Complaint further contains allegations that Mr. Gentile and others manipulated financial statements of certain limited partnership funds that GPB manages to perpetuate the deception by giving the false appearance that the funds’ income was closer to generating sufficient income to cover the distribution payments than it actually was. Moreover, the Complaint alleges that Mr. Gentile engaged in undisclosed self-dealing, including by omitting from investor communications certain conflicts of interest and fees and other compensation that he received, totaling approximately $8.0 million.

~~Notes~~In support of the Monitor Order, the SEC contended that the Monitor would provide assurances to ~~Consolidated~~investors, ~~Financial~~GPB’s ~~Statements~~counterparties, and the public that an unbiased and qualified person who was not beholden to Mr. Gentile was vetting any significant transactions and decisions, and looking out for the interests of investors. Accordingly, pursuant to the Monitor Order, GPB was required to (~~Continued~~i) grant the Monitor access to all non-privileged books, records and account statements for the GPB-managed funds, including the Partnership, as well as their portfolio companies; and (ii) cooperate fully with requests by the Monitor reasonably calculated to fulfill the Monitor’s duties.

~~accounting~~The ~~may~~Monitor ~~only~~Order beprovided ~~applied~~that ~~prospectively~~the ~~from~~Monitor ~~the~~would ~~date~~remain ~~liquidation~~in ~~becomes~~place ~~imminent~~until terminated by order of the EDNY Court, and granted the ~~initial~~Monitor ~~statement~~the authority to approve or disapprove proposed material corporate transactions by GPB, the Partnership and its subsidiaries, extensions of ~~changes~~credit inby ~~net~~them ~~assets~~outside inthe ~~liquidation~~ordinary ~~may~~course ~~present~~of ~~only~~business, ~~changes~~decisions into ~~net~~make ~~assets~~distributions ~~that~~to ~~occurred~~the ~~during~~Limited Partners of the ~~period~~Partnership, ~~since~~or ~~that~~any ~~date~~decision to file any bankruptcy or receiver petition for any of them, among other actions.

~~Under~~On ~~the~~April ~~liquidation~~14, ~~basis of accounting~~2021, ~~our~~the ~~assets~~EDNY ~~are~~Court ~~measured~~entered atan ~~their~~amendment ~~estimated~~to ~~net~~the ~~realizable~~Monitor ~~value,~~Order ~~or liquidation value, which represents~~ (the ~~amount~~“Amended ofMonitor ~~their estimated cash proceeds or other consideration from liquidation~~Order”), ~~based~~which onprovided ~~current contracts~~that, ~~estimates~~in ~~and~~addition ~~other~~to ~~indications~~the ofSEC ~~sales value,~~ and ~~includes assets held for sale. In developing these estimates~~GPB, wecertain ~~utilized~~State ~~the~~regulators ~~expertise~~would ofreceive ~~members~~access ofto the ~~Board,~~periodic ~~and~~reports ~~forecasts~~filed ~~generated~~ by ~~our management. Estimates for~~ the ~~liquidation~~Monitor ~~value~~pursuant ~~of Prime Subaru Manchester, prior~~ to the ~~transfer~~Amended inMonitor ~~October 2023, were determined through a combination of historical and projected business cash flows~~Order. ~~All estimates by nature involve a large degree of judgement and sensitivity to the underlying assumptions.~~

~~Under~~On ~~the~~May ~~liquidation~~31, ~~basis of accounting~~2022, weMr. ~~recognize~~Gentile ~~liabilities~~filed asa ~~they~~motion ~~would~~in ~~have~~the ~~been~~SEC ~~recognized~~Action ~~under~~to modify the ~~going~~Amended ~~concern~~Monitor ~~basis~~Order ~~adjusted~~pursuant ~~for~~to Rule 60(b) of the ~~timing~~Federal ~~assumptions~~Rules ~~related~~of toCivil ~~the~~Procedure ~~liquidation~~(“Rule ~~process~~60(b) ~~and~~Motion”). ~~they~~In ~~will~~his ~~not~~Rule be60(b) ~~reduced~~Motion, toMr. ~~expected~~Gentile ~~settlement~~sought ~~values~~a ~~prior~~court order to, ~~settlement.~~among ~~Our~~other ~~liabilities~~things, ~~are~~(i) ~~derecognized~~narrow ~~when~~the wescope ~~pay~~of the ~~obligation~~Monitor’s responsibilities; and (ii) direct the Monitor to ensure that GPB does not sell or ~~when~~otherwise wedispose ~~are~~of ~~legally~~assets ~~released~~or ~~from~~portfolio ~~being~~companies that the ~~primary~~Partnership ~~obligor~~owns ~~under~~before the ~~liability.~~completion of a “strategic assessment” to be conducted by

~~Net~~Table ~~assets in liquidation represents the estimated liquidation value to holders~~ of Units upon liquidation. It is not possible to predict with certainty the timing or aggregate amount which may ultimately be distributed to our Limited Partners and no assurance can be given that the distributions will equal or exceed the estimate presented in these Consolidated Financial Statements.Contents

~~Certain~~GPB ~~disclosures~~AUTOMOTIVE ~~historically included relating to the statement of operations for the year ended December 31~~PORTFOLIO, ~~2021,~~LP ~~have~~AND not been included in these notes to the Consolidated Financial Statements, as the Partnership has determined they are no longer comparable or meaningful to the users of the financial statements in light of the transition to the liquidation basis of accounting.SUBSIDIARIES

~~Prior~~Notes to ~~Implementation~~Consolidated ofFinancial ~~the~~Statements ~~Plan of Liquidation~~ (Continued)

~~The~~three ~~Consolidated~~managers ~~Financial~~Mr. ~~Statements~~Gentile ~~for~~purported ~~the~~to ~~periods~~have ~~ended~~appointed ~~just~~to ~~prior~~GPB toon ~~December~~May 27, 2022. On that same day, May 31, ~~2021~~2022, ~~have~~the ~~been~~Monitor ~~prepared~~notified onMr. ~~the~~Gentile ~~going~~and ~~concern~~GPB ~~basis~~that Mr. Gentile’s purported appointment of ~~accounting~~three new managers to GPB without Monitor approval was, ~~which~~amongst ~~contemplates~~other ~~the~~things, ~~realization~~in violation of ~~assets~~the Amended Monitor Order. Mr. Gentile and GPB were, at that time, given ten (10) business days to cure the ~~satisfaction~~violation of ~~liabilities~~the inAmended ~~the~~Monitor ~~normal~~Order. ~~course~~The ofcure ~~business~~period ~~and~~expired ~~were~~without ~~prepared~~any insteps ~~accordance~~having been taken to comply with ~~U.S.~~the ~~GAAP~~Monitor’s notification of violation of the Amended Monitor Order.

~~Nature~~On June 13, 2022, the SEC filed by order to show cause in the SEC Action an application and order to (i) convert the existing Monitorship over GPB and the GPB-managed funds to a Receivership, and appoint the Monitor, Joseph T. Gardemal III, as Receiver; and (ii) impose a litigation injunction on cases filed against GPB and the GPB- managed funds (the “Receivership Application”). The Receivership Application and the Proposed Order Appointing Receiver and Imposing Litigation Injunction (the “Proposed Order”) were filed with the EDNY Court with the consent of ~~Business~~GPB’s management.

~~Prior~~On toDecember 7, 2023, the ~~sale~~EDNY Court issued the Trial Court Receivership Order. On December 12, 2023, Mr. Gentile and Mr. Schneider filed notice of ~~substantially~~appeal ~~all~~with the EDNY Court of the ~~Partnership’s~~Trial ~~assets~~Court Receivership Order, along with an Application for Order to Show Cause to the ~~Partnership’s~~EDNY ~~principal~~Court ~~business~~to ~~was~~stay the ~~retail~~Trial ~~sale~~Court Receivership Order pending resolution of ~~automobiles~~Mr. ~~primarily~~Gentile’s inand ~~the~~Mr. ~~northeast~~Schneider’s appeal to the United States. ~~The~~Court ~~Partnership~~of ~~offered~~Appeals afor ~~diversified~~the ~~range~~Second ofCircuit ~~automotive~~(the ~~products~~“Second ~~and~~Circuit”). ~~services,~~On ~~including~~December ~~new~~14, ~~vehicles~~2023, ~~used~~the ~~vehicles~~EDNY Court denied the Order to Show Cause, ~~parts~~but ~~and~~exercised ~~service~~its ~~and~~discretion ~~automotive~~to ~~finance~~grant ~~and~~a ~~insurance~~temporary ~~products,~~stay ~~which~~of ~~include~~the ~~vehicle~~Trial ~~service~~Court Receivership Order to allow Mr. Gentile and ~~other~~Mr. ~~protection~~Schneider ~~products,~~to asseek ~~well~~a asstay ~~the~~pending ~~arranging~~appeal of ~~financing~~the ~~for~~Receivership ~~vehicle~~Order ~~purchases~~from ~~through~~the ~~third~~Second ~~party~~Circuit. ~~finance~~On ~~sources.~~December In21, ~~2021~~2023, ~~the~~Mr. ~~Partnership~~Gentile ~~disposed~~and ofMr. 28Schneider ~~dealerships~~timely ~~and~~filed ~~any~~their ~~attendant~~motion ~~real~~for ~~estate,~~a ~~for~~stay ~~$824.9~~pending ~~million~~appeal ofwith ~~aggregate~~the ~~consideration~~Second Circuit.

OnAppointment ~~September~~of ~~15, 2023, Prime Subaru Manchester and Group 1 agreed with its Subaru distributor in New Hampshire to settle~~ the ~~litigation first filed in Superior Court and later appealed to the New Hampshire Supreme Court. Following the parties’ settlement of~~ Receiver

~~F-11~~On December 3, 2024, the Second Circuit affirmed the EDNY Court’s Trial Court Receivership Order and lifted the stay, and the Receivership took effect. Pursuant to the Receivership Order, the Court has taken exclusive jurisdiction and possession of all assets of the Receivership Entities, and the Court has appointed Mr. Gardemal to serve as the Receiver for the Receivership Entities.

~~Table~~Under the Receivership Order, the Receiver assumed all powers, authorities, rights, and privileges previously possessed by the Receivership Entities and their officers, directors, managers, managing members, and general and limited partners. Since the issuance of ~~Contents~~the Receivership Order, through the date of this Annual Report, the Partnership has been operating under the direction of the Receiver. The Receiver serves as the board of directors of the Partnership.

~~GPB~~In ~~AUTOMOTIVE~~accordance ~~PORTFOLIO~~with the Receivership Order, LPon ~~AND~~January ~~SUBSIDIARIES~~17, 2025, the Receiver filed with the EDNY Court a proposed plan to distribute available Receivership assets to investors and creditors of the Receivership Entities, including the Partnership. The proposed plan of distribution is currently pending before the EDNY Court.

~~Notes~~State ~~to Consolidated Financial Statements (Continued)~~Matters

~~litigation~~On May 27, ~~ownership~~2020, the Massachusetts Securities Division of ~~Prime~~the ~~Subaru~~Office ~~Manchester~~of ~~transferred~~the toSecretary ~~Group~~of 1the onCommonwealth ~~October~~(“Massachusetts”) ~~16,~~filed ~~2023~~an Administrative Complaint against GPB for alleged violations of the Massachusetts Uniform Securities Act. ~~See~~No ~~“Footnote~~GPB-managed 15fund is a named defendant. ~~Commitments~~The ~~and~~complaint ~~Contingencies”~~alleges, among other things, that the offering documents for ~~more~~several ~~information~~GPB-managed onfunds, including the ~~Prime~~Partnership, ~~Subaru~~included ~~Manchester~~material misstatements or omissions. Massachusetts seeks both monetary and administrative relief, including disgorgement and rescission to Massachusetts residents who purchased interest in the GPB-managed funds. This matter is stayed, pending resolution of the Criminal Case.

~~Consideration~~On ofFebruary ~~$33.~~4, ~~million~~2021, ~~paid~~the atseven State securities regulators (from Alabama, Georgia, Illinois, Missouri, New Jersey, New York, and South Carolina, collectively the ~~initial~~“States”) ~~date~~each offiled ~~closing~~suit ~~was~~against ~~put~~GPB. ~~into~~No ~~escrow~~GPB-managed byfund ~~Group~~is 1a named defendant in ~~November~~any ~~2021~~of ~~and~~the ~~was~~suits. ~~released~~Several toof the ~~Partnership~~suits onalso ~~April~~named 12Ascendant, ~~2022~~AAS, Mr. OnGentile, ~~October~~Mr. 16Schneider, ~~2023,~~and ~~ownership~~Mr. ofLash ~~Prime~~as ~~Subaru~~defendants. ~~Manchester~~The ~~has~~States’ ~~transferred~~lawsuits allege, ~~The~~among ~~net~~other ~~consideration~~things, ~~received~~that the offering documents for several GPB-managed funds, including the ~~ownership~~Partnership, ~~transfer~~included ofmaterial ~~Prime~~misstatements ~~Subaru~~and ~~Manchester~~omissions. The States seeks both monetary and administrative relief, including disgorgement and rescission. The cases brought by the ~~initial~~States ~~closing~~were ~~consideration,~~stayed ~~was~~pending ~~$34~~the conclusion of the related Criminal Case.5 ~~million~~The State of New Jersey voluntarily dismissed its case, without prejudice to re-file it following the conclusion of the Criminal Case.

~~Highline Management, Inc.~~F-10

InTable ~~January 2020, Highline was formed as a wholly owned subsidiary~~ of GPB, to provide operational support services to the GPB-managed partnerships. Highline’s formation followed the completion of an independent special investigation by outside legal counsel as a response to recommendations made by GPB’s predecessor Audit Committee to certain allegations brought against the General Partner as described above and in “Footnote 15. Commitments and Contingencies.” The predecessor Audit Committee made recommendations which led to a series of restructuring activities undertaken to accomplish a number of objectives including, but not limited to, the: (i) further enhancement of the corporate management structure, with additional professionals knowledgeable in the industry and commensurate with the complexity and demands of the business of the Partnership; (ii) formalization, to the extent possible, of the commitment to share human resources, facilities and operating assets among and between the entities that comprise the General Partner and the Partnership; and (iii) further development of the independent oversight of the corporate governance structure and framework to help enable the Partnership to achieve its goals, control risks and compliance with laws, rules and regulations which govern the management of the Partnership. To that end, the initial five member Board (now three members) was appointed, the remaining three members are “independent” as that term is used in the NYSE listed company manual. To address its oversight and governance purposes, the Board established three committees, consisting entirely of the independent members, including an Audit Committee, a Governance Committee and a Compensation Committee, as more fully described below. Additionally, these restructuring activities were designed and implemented, in part, to establish independent committees responsible for overseeing GPB’s management related to the Partnership’s affairs, establish additional layers of responsibility within the Partnership’s governance structure and enhance internal controls.Contents

~~As a key feature of this restructuring, Highline was formed to provide~~ GPB ~~with~~AUTOMOTIVE ~~management and operation support services for the GPB-managed partnerships. Highline currently oversees~~PORTFOLIO, onLP ~~GPB’s~~AND behalf, all day-to-day functions of the Partnership and its subsidiaries, including management of all underlying assets, human capital, accounting and financial reporting, and operations pursuant to a Management Services Agreement (“MSA”). As a result, Highline provides independent oversight and review of most aspects of our operations.SUBSIDIARIES

~~Highline’s~~Notes ~~bylaws require a majority vote for any act of the Board except with respect~~ to ~~approval~~Consolidated orFinancial ~~adoption~~Statements ~~of any MSA, Resource Sharing Agreement or other similar agreement between Highline and GPB~~ (~~or any amendment thereto~~Continued)~~, which in all instances must be approved by a majority of the independent directors. GPB has nominated and elected the initial directors to the Board.~~

~~Highline~~2. ~~has~~Summary ~~agreed~~of toSignificant ~~provide~~Accounting ~~the following services (“Services”) to the Partnership (but not to the dealerships owned by the Partnership, which are managed day-to-day by their own management teams) pursuant to the MSA:~~Policies

●Basis ~~Manage and oversee the day-to-day affairs and operations~~ of ~~the Partnership including developing corporate strategy and business plans, and managing annual budgets;~~Presentation

●Under ~~Manage~~the liquidation basis of accounting, ~~oversee~~the ~~and~~remeasurement ~~facilitate~~of the ~~accounting~~Partnership’s assets and ~~payment~~liabilities ~~functions,~~includes ~~including~~management’s ~~necessary~~estimates ~~cash~~and ~~management~~assumptions ~~services~~of: ~~with~~(i) ~~respect~~income to be generated from the ~~operations~~remaining assets until the anticipated date of sale; (ii) sales proceeds to be received for these assets at the ~~Partnership~~time of sale; (iii) operating expenses to be incurred during the liquidation period; and (iv) amounts required to settle liabilities.

●Principles ~~Manage and oversee the administration, operations, financial accounting and financial reporting for the Partnership, including managing the preparation~~ of ~~financial statements for the Partnership;~~Consolidation

●The ~~Manage~~consolidated financial statements include the ~~process~~accounts ~~for~~of the ~~audits~~Partnership and its subsidiaries in which we have a controlling interest. Upon consolidation, all intercompany accounts, transactions, and profits are eliminated. The Partnership has a controlling interest when it owns a majority of the ~~financial~~voting ~~statements~~interest in an entity or when it is the primary beneficiary of a variable interest entity (“VIE”). When determining which enterprise is the primary beneficiary, management considers (i) the entity’s purpose and design, (ii) which variable interest holder has the power to direct the activities that most significantly impact the entity’s economic performance, and (iii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. When certain events occur, the Partnership; reconsidered whether it was the primary beneficiary of that VIE. A VIE is an entity in which the equity investment holders have not contributed sufficient capital to finance its activities or the equity investment holders do not have defined rights and obligations normally associated with an equity investment.

~~F-12~~Use of Estimates

~~Table~~The preparation of ~~Contents~~consolidated financial statements under the liquidation basis of accounting, requiring management’s most significant, difficult and subjective judgments, include: the date on which we expect the liquidation process to be complete, and the estimated amount of legal costs to be incurred during liquidation which is recorded as a component of the liability for estimated costs in excess of estimated receipts during liquidation on the accompanying consolidated statements of net assets in liquidation.

~~GPB~~Non-Controlling ~~AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES~~Interests

~~Notes~~Non-controlling tointerests ~~Consolidated~~represent ~~Financial~~the ~~Statements~~portion ~~(Continued)~~of net assets in the consolidated entities that are not owned by the Partnership. Historically under the going concern basis of accounting, when the Partnership acquired a controlling interest in a consolidated entity, the non-controlling interest was initially recorded at fair value and subsequently adjusted for any capital transactions between the third party investors and the consolidated entity that occurred during the period and by net income attributable to non-controlling interests.

●Cash, ~~Manage~~Cash ~~and~~Equivalents ~~oversee the process of obtaining third-party valuations of the Partnership in accordance with the LPA~~ and ~~the~~Investment ~~Class~~Securities ~~A and Class A-1 Private Placement Memorandum (the “PPM”) dated July 2018;~~

●Cash ~~Communicate~~and ~~regularly~~cash ~~and~~equivalents ~~provide~~includes ~~written~~cash ~~reports~~on ~~(no~~hand ~~less~~and ~~frequently~~cash ~~than~~in ~~monthly)~~bank ~~concerning~~accounts ~~the~~without ~~financial~~restrictions.The ~~status~~Partnership ~~and~~maintains ~~financial~~cash ~~performance~~balances ofwith ~~the~~financial ~~Partnership~~institutions tothat, ~~GPB~~at times, ~~including~~may ~~providing~~exceed ~~regular~~federally ~~(no~~insured ~~less~~limits. ~~frequent~~Management ~~than~~periodically ~~monthly)~~evaluates ~~asset~~the ~~management~~creditworthiness ~~reports~~of these institutions and ~~updated~~has ~~financial~~not ~~models~~experienced ~~for~~any ~~the~~losses ~~Partnership;~~on such deposits.

●As ~~Provide~~of ~~periodic~~December ~~market~~31, ~~data~~2024, ~~and~~the ~~information~~standard ~~(no~~Federal ~~less~~Deposit ~~frequent~~Insurance ~~than~~Corporation ~~quarterly~~(the “FDIC”) ~~relating~~insurance tocoverage limit is $250,000 per depositor, per FDIC-insured bank, per ownership category. Any deposit in excess of this insured amount could be lost. As of December 31, 2024, substantially all of the ~~businesses~~Partnership’s $3.5 million of deposited cash held in banks was in excess of the FDIC coverage limit. The Partnership ~~reasonably~~regularly ~~requested~~monitors bythe ~~GPB~~financial ~~for~~stability ~~investor~~of ~~marketing~~these financial institutions and ~~communication~~believes ~~purposes;~~that it is not exposed to any significant credit risk in cash and cash equivalents.

●Investments ~~Review~~include ~~and~~U.S. ~~approve~~Treasury ~~“Significant~~Bills ~~Transactions”~~with ~~approved~~original bymaturities ~~GPB’s~~on ~~Acquisition~~the ~~Committee~~date of purchase of greater than three months. AAs ~~Significant~~of ~~Transaction~~December ~~shall~~31, ~~mean~~2024, ~~(i)~~$523.9 amillion ~~transaction~~was ~~that~~invested ~~meets~~in ~~the~~U.S. ~~definition~~Treasury ofBills awith ~~Significant~~original ~~Subsidiary~~maturities ~~contained~~on the date of purchase in ~~Regulation~~excess ~~S-X~~of ~~under~~three ~~federal~~months ~~securities~~and ~~laws;~~is orpresented ~~(ii)~~as ~~based~~Investment securities on ~~criteria~~the ~~otherwise~~Consolidated ~~determined~~Statement byof ~~the~~Net ~~Board;~~Assets in Liquidation.

~~● Review and approve any material change in the investment strategy of the Partnership; and~~F-11

●Table ~~Perform~~of ~~such other services as may be reasonably requested by GPB and which are reasonably acceptable to Highline.~~Contents

GPB, ~~through~~AUTOMOTIVE ~~its Acquisition Committee~~PORTFOLIO, ~~controls~~LP ~~all~~AND major asset acquisition and divestiture decisions concerning the Partnership, subject to the approval by the Board of any such transaction that constitutes a Significant Transaction as described above. Highline’s responsibilities set forth above encompass reporting and monitoring distributions to our Limited Partners.SUBSIDIARIES

~~Highline~~Notes ~~provides certain services~~ to ~~GPB~~Consolidated asFinancial ~~set~~Statements forth in the MSA dated January 1, 2020. The May 2020 Amendment to the MSA set forth that the MSA would be in effect for an initial three - year term, effective as of January 1, 2020 through December 31, 2022. The MSA was subsequently amended in August 2021, under which the initial term of the MSA was extended as a five - year term, through December 31, 2024.(Continued)

~~Pursuant~~Restricted to the April 14, 2021 Amended Monitor Order (as defined below, see Appointment of Monitor and Application for Receivership), operational and financial decisions made by Highline regarding the affairs of the Partnership are subject to the same authority of the Monitor as are decisions to be made by GPB.Cash

~~New~~At ~~Accounting~~December ~~Pronouncements~~31, 2024, the Partnership held $2.2 million of restricted cash as a result of cash collateral for Letters of Credit relating to potential insurance liabilities associated with the Partnership’s previously owned and operated dealerships. These Letters of Credit automatically renew annual and cash could be released from restriction depending on the assessments of the current and future claims at the time of renewal.

AsReceivables a result of adopting the liquidation basis of accounting, we believe no new accounting pronouncements will have a material impact on our consolidated net assets in liquidation or consolidated changes in net assets in liquidation.

~~Federal~~Receivables ~~Matters~~consist of the following:

On● ~~February~~Manufacturer 4,receivables ~~2021,~~represent ~~the~~amounts ~~Securities~~due ~~and~~from ~~Exchange Commission (the “SEC”) filed a contested civil enforcement action (the “SEC Action”) against GPB~~manufacturers, ~~Ascendant~~including ~~Capital~~holdbacks, ~~LLC (“Ascendant”)~~rebates, ~~Ascendant~~incentives ~~Alternative Strategies, LLC (“AAS”), David Gentile, Jeffry Schneider~~ and ~~Jeffrey~~warranty ~~Lash in the United States District Court for the Eastern District of New York (the “EDNY Court”)~~claims. No GPB-managed partnership is a named defendant. The SEC Action alleges several violations of the federal securities laws, including securities fraud. The SEC is seeking disgorgement and civil monetary penalties, among other remedies.

● Trade receivables are comprised of amounts due from customers related to sales of new and used vehicles and service, body, and parts sales.

~~Also~~● onFinance ~~February 4, 2021, the U.S. Attorney’s Office for the Eastern District of New York (the “USAO”) brought a Criminal indictment against Mr. Gentile, Mr. Schneider,~~ and ~~Mr.~~insurance ~~Lash~~receivables ~~(the~~represent ~~“Criminal~~amounts ~~Case”).~~owed ~~The indictment in the Criminal Case alleges conspiracy~~ to commit securities fraud, conspiracy to commit wire fraud, and securities fraud against all three individuals. Mr. Gentile and Mr. Lash were also charged with two counts of wire fraud. We understand that the ~~USAO~~Partnership ~~intends~~for tocommissions ~~seek criminal forfeiture. Mr. Gentile resigned~~ from ~~all~~third-party ~~management~~lending and ~~board~~insurance ~~positions~~institutions ~~with~~for ~~GPB~~arranging ~~and~~customer ~~Highline,~~financing ~~the~~and ~~GPB-managed~~for ~~funds, including~~ the ~~Partnership,~~sale ~~and subsidiaries~~ of ~~the~~vehicle ~~Partnership,~~service ~~promptly following his indictment~~contracts. ~~In a status conference held on April 17, 2023, the judge in the Criminal Case~~

~~F-13~~Under the liquidation basis of accounting, receivables are stated at the amount of their estimated cash proceeds.

~~Table~~Assets ofHeld ~~Contents~~for Sale

~~GPB~~Under ~~AUTOMOTIVE~~the ~~PORTFOLIO~~liquidation basis of accounting, LPassets ~~AND~~held ~~SUBSIDIARIES~~for sale are reflected at the amount of net cash proceeds expected from the sale, and liabilities held for sale are reflected at the expected cash settlement amounts, and are presented in the line items assets held for sale and liabilities held for sale in the accompanying Consolidated Statements of Net Assets in Liquidation.

~~Notes~~The Partnership classifies long-lived assets (disposal groups) to ~~Consolidated~~be sold as held for sale in accordance with Accounting Standards Update (“ASU”) 2014-08, Presentation Of Financial Statements (~~Continued~~Topic 205) And Property, Plant, And Equipment (Topic 360): Reporting Discontinued Operations And Disclosures Of Disposals Of Components Of An Entity (“ASU 2014-08”), in the period in which all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (ii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iii) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset beyond one year; (iv) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (v) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

~~scheduled~~Risks ~~the~~and trial for June 3, 2024. On June 6, 2023, Mr. Lash pled guilty to one count of wire fraud in the Criminal Case pursuant to a plea agreement. Mr. Lash’s sentencing was originally scheduled for April 4, 2024. This has been postponed to a future undetermined date.Uncertainties

~~Appointment~~We are subject to a number of ~~Monitor~~legal proceedings at both the Partnership and ~~Application~~its ~~for~~subsidiaries, ~~Receivership~~and GPB, as described in “Note 11. Commitments and Contingencies.” While we are vigorously defending our position in these proceedings, there is uncertainty surrounding their related outcomes and timing. The cost to defend and the outcomes of these proceedings could affect the liquidity of the Partnership and the use of available cash.

OnUnder ~~February 11, 2021,~~ the ~~EDNY~~liquidation ~~Court~~basis ~~in the SEC Action appointed Joseph T. Gardemal III as an independent monitor over GPB (the “Monitor”) until further order~~ of ~~the Court (the “Monitor Order”). The EDNY Court appointed the Monitor in response to a request from the SEC~~accounting, ~~which~~we ~~asserted~~estimate ~~that~~ the ~~Monitor~~liquidation ~~was~~value ~~necessary to protect investors in light~~ of ~~the~~our ~~alleged~~assets ~~misconduct of GPB Capital’s former CEO, David Gentile. In its February 4, 2021 complaint (“the Complaint”) in the SEC Action, the SEC alleged that Mr. Gentile, as the owner~~ and ~~then-CEO~~recognize offuture ~~GPB~~costs ~~Capital,~~expected ~~along with Jeffry Schneider, the owner of Ascendant, GPB’s placement agent, lied~~ to ~~investors~~be ~~about~~incurred ~~the~~during ~~source of money used to make 8% annualized distribution payments to investors. According to~~ the ~~SEC,~~liquidation Mrperiod. ~~Gentile~~Our ~~and~~estimate ~~others~~of ~~allegedly~~future ~~told~~legal ~~investors~~costs ~~that~~is ~~the~~a ~~distribution~~significant ~~payments~~estimate ~~were~~recorded ~~paid exclusively with monies generated by GPB portfolio companies, but~~ as ~~alleged,~~a ~~GPB~~component ~~actually used investor money to pay portions~~ of ~~the~~liability ~~annualized~~for 8%estimated ~~distributions.~~costs ~~The~~in ~~Complaint~~excess ~~further contains allegations that Mr. Gentile and others manipulated financial statements~~ of ~~certain~~estimated ~~limited~~receipts ~~partnership~~during ~~funds~~liquidation ~~that~~on ~~GPB manages to perpetuate~~ the ~~deception~~Consolidated byStatements ~~giving~~of ~~the~~Net ~~false appearance that the funds’ income was closer to generating sufficient income to cover the distribution payments than it actually was~~Assets. ~~Moreover,~~These ~~the~~estimates ~~Complaint~~are alleges that Mr. Gentile engaged in undisclosed self-dealing, including by omitting from investor communications certain conflicts of interest and fees and other compensation that he received, totaling approximately $8.0 million.

In support of the Monitor Order, the SEC contended that the Monitor would provide assurances to investors, GPB’s counterparties, and the public that an unbiased and qualified person who was not beholden to Mr. Gentile was vetting any significant transactions and decisions, and looking out for the interests of investors. Accordingly, pursuant to the Monitor Order, GPB shall (i) grant the Monitor access to all nonF-privileged books, records and account statements for the GPB-managed funds, including the Partnership, as well as their portfolio companies; and (ii) cooperate fully with requests by the Monitor reasonably calculated to fulfill the Monitor’s duties. 12

~~The~~Table ~~Monitor Order provides that the Monitor will remain in place until terminated by order~~ of the EDNY Court, and grants the Monitor the authority to approve or disapprove proposed material corporate transactions by GPB, the Partnership and its subsidiaries, extensions of credit by them outside the ordinary course of business, decisions to make distributions to the Limited Partners of the Partnership, or any decision to file any bankruptcy or receiver petition for any of them, among other actions. The Monitor is not required to approve the issuance of the Form 10-K, nor has management sought or obtained approval from the Monitor.Contents

OnGPB ~~April~~AUTOMOTIVE 14PORTFOLIO, ~~2021,~~LP ~~the~~AND EDNY Court entered and amendment to the Monitor Order (the “Amended Monitor Order”), which amendment provided that, in addition to the SEC and GPB, certain State regulators will receive access to the periodic reports filed by the Monitor pursuant to the Amended Monitor Order.SUBSIDIARIES

OnNotes ~~May 31, 2022, Mr. Gentile filed a motion in the SEC Action~~ to ~~modify~~Consolidated ~~the~~Financial ~~Amended~~Statements ~~Monitor Order pursuant to Rule 60~~(bContinued) of the Federal Rules of Civil Procedure (“Rule 60(b) Motion”). In his Rule 60(b) Motion, Mr. Gentile sought a court order to, among other things, (i) narrow the scope of the Monitor’s responsibilities; and (ii) direct the Monitor to ensure that GPB does not sell or otherwise dispose of assets or portfolio companies that the Partnership owns before the completion of a “strategic assessment” to be conducted by three managers Mr. Gentile purported to appoint to GPB on May 27, 2022. On that same day, May 31, 2022, the Monitor notified Mr. Gentile and GPB that Mr. Gentile’s purported appointment of three new managers to GPB without Monitor approval was, amongst other things, in violation of the Amended Monitor Order. Mr. Gentile and GPB were, at that time, given ten (10) business days to cure the violation of the Amended Monitor Order. The cure period has expired without any steps having been taken to comply with the Monitor’s notification of violation of the Amended Monitor Order.

Onreviewed ~~June~~on ~~13,~~a ~~2022,~~quarterly ~~the~~basis ~~SEC~~or ~~filed~~as bymaterial ~~order~~changes tooccur ~~show cause in the SEC Action an application~~ and ~~order~~adjusted toas ~~(i) convert the existing Monitorship over GPB and the GPB-managed funds to a Receivership, and appoint the Monitor, Joseph T~~appropriate. ~~Gardemal~~There ~~III,~~can asbe ~~Receiver;~~no ~~and~~assurance ~~(ii)~~that ~~impose~~these aestimated ~~litigation~~values ~~injunction~~will onbe ~~cases filed against GPB and the GPB- managed funds (the “Receivership Application”)~~realized. ~~The~~Such ~~Receivership~~amounts ~~Application~~should ~~and~~not ~~the~~be ~~Proposed~~taken ~~Order~~as ~~Appointing~~an ~~Receiver~~indication ~~and~~of ~~Imposing Litigation Injunction (~~the ~~“Proposed~~timing ~~Order”)~~or ~~were filed with~~ the ~~EDNY~~amount ~~Court~~of ~~with~~future ~~the~~distributions ~~consent~~or ofour ~~GPB’s~~actual ~~management~~dissolution.

~~F-14~~Our access to cash, cash equivalents, and investments in amounts adequate to finance our plan of liquidation could be significantly impaired by the financial institutions with which we have arrangements. Any material decline in our ability to access our cash and cash equivalents could adversely impact our ability to meet certain steps in our plan of liquidation, pay distributions, result in breaches of our contractual obligations or result in violations of federal or state wage and hour laws, among other things. Additionally, given our significant investment in U.S. Treasury Bills as of December 31, 2024, changes in interest rates could impact our estimated cash inflows during the liquidation period. These risks and uncertainties could have material adverse impacts on our operations and the amount of total net assets in liquidation.

~~Table of Contents~~

~~GPB~~3. ~~AUTOMOTIVE~~Liability ~~PORTFOLIO,~~for LPEstimated ~~AND~~Costs ~~SUBSIDIARIES~~in Excess of Estimated Receipts During Liquidation

~~Notes~~The liquidation basis of accounting requires the estimation of net cash flows from operations and all costs associated with implementing and completing the Plan of Liquidation. These accrued receipts and costs are estimated and are anticipated to ~~Consolidated~~be ~~Financial~~collected ~~Statements~~and paid out over the liquidation period. We project that we will have estimated costs in excess of estimated receipts during the liquidation period. These amounts can vary significantly due to, among other things, the timing and estimates for receipts and costs associated with estimates of direct costs incurred to complete the sale of assets, the timing and amounts associated with discharging known and contingent liabilities, the costs associated with the winding up of operations, and other costs that we may incur which are not currently foreseeable. These accrued receipts and costs will be adjusted periodically as projections and assumptions change. Upon transition to the liquidation basis of accounting on December 31, 2021, we accrued receipts to be received and costs expected to be incurred during liquidation and have evaluated and updated as necessary those accruals at each reporting period. The liability for estimated costs in excess of estimated receipts during liquidation is comprised of (~~Continued~~in thousands):

The Receivership Application seeks the appointment of Mr. Gardemal as Receiver in order to, in part, streamline the process by which GPB and the GPB-managed funds liquidate remaining portfolio company assets and distribute money to Limited Partners, subject to the EDNY Court’s supervision. The Proposed Order would grant to Mr. Gardemal, generally, all powers and authorities previously possessed by the entities subject to the Proposed Order, as well as the powers possessed by the officers, directors, managers and others previously in charge of those entities, and permits him to, among other things, take all such actions necessary to preserve receivership assets.

Additionally, the Receivership Application includes a proposed stay of all Federal and State actions (as well as any arbitrations) presently pending against GPB and the GPB-managed funds, and provides for a centralized claims process for GPB Limited Partners, in the EDNY Court, to prevent potentially disparate actions in different courts that could negatively impact the assets proposed to be subject to the EDNY Court’s jurisdiction and control.


	December 31, 2024		December 31, 2023
Total estimated receipts during remaining liquidation period	$	11,098	$	14,020
Estimated costs during remaining liquidation period:
Selling, general and administrative expenses - corporate		(34,522)		(30,310)
Selling, general and administrative expenses - corporate, related party		(6,269)		(11,464)
Total estimated costs during remaining liquidation period	$	(40,791)	$	(41,774)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(29,693)	$	(27,754)

On July 28, 2023, an Eastern District of New York Magistrate Judge issued a Report and Recommendation (‘R&R”), recommending that the EDNY Court grant the SEC’s Receivership Application (i.e., convert the monitorship to a receivership), including the imposition of a litigation injunction. The Magistrate Judge further recommended that Mr. Gentile’s Rule 60(b) Motion be denied as moot, or alternatively, that it be denied as procedurally improper. Mr. Gentile’s and Mr. Schneider’s objections to the R&R, and all responses thereto, were filed with the EDNY Court as of September 29, 2023.

On December 7, 2023, the EDNY Court issued an Order, granting the SEC’s Receivership Application and adopting the SEC’s Proposed Order (the “Receivership Order”). On December 12, 2023, Mr. Gentile and Mr. Schneider filed notice of appeal with the EDNY Court of the Receivership Order, along with an Application for Order to Show Cause to the EDNY Court to stay the Receivership Order pending resolution of Mr. Gentile’s and Mr. Schneider’s appeal to the United States Court of Appeals for the Second Circuit (the “Second Circuit”). On December 14, 2023, the EDNY Court denied the Order to Show Cause, but exercised its discretion to grant a temporary stay of the Receivership Order to allow Mr. Gentile and another defendant to seek a stay pending appeal of the Receivership Order from the Second Circuit. On December 21, 2023, Mr. Gentile and Mr. Schneider timely filed their motion for a stay pending appeal with the Second Circuit. The parties to the appeal have agreed to an expedited briefing schedule, which as of this filing is set to be completed on April 12, 2024. If the Receivership Order is affirmed on appeal, the receiver would assume the power to operate and manage the business but would have the power to authorize or delegate said power to others, including the current management team at GPB. Under the Receivership, we may be subject to, among other things, closer monitoring of our day-to-day activities and books and records than under the current Monitorship. We may also be prohibited from making certain investments or undertaking activities that we would have otherwise pursued, may be required to settle certain disputes (including disputes with creditors), or otherwise may be subject to reorganization or liquidation. This may also impact our estimates regarding costs expected to be incurred during the liquidation process.

~~State~~The ~~Matters~~change in the liability for estimated costs in excess of estimated receipts during liquidation for the year ended December 31, 2024, is as follows (in thousands):

On May 27, 2020, the Massachusetts Securities Division of the Office of the Secretary of the Commonwealth (“Massachusetts”) filed an Administrative Complaint against GPB for alleged violations of the Massachusetts Uniform Securities Act. No GPB-managed fund is a named defendant. The complaint alleges, among other things, that the offering documents for several GPB-managed funds, including the Partnership, included material misstatements or omissions. Massachusetts is seeking both monetary and administrative relief, including disgorgement and rescission to Massachusetts residents who purchased the GPB-managed funds. This matter is currently stayed, pending resolution of the Criminal Case.

On February 4, 2021, the seven State securities regulators (from Alabama, Georgia, Illinois, Missouri, New Jersey, New York, and South Carolina, collectively the “States”) each filed suit against GPB. No GPB-managed fund is a named defendant in any of the suits. Several of the suits also named Ascendant, AAS, Mr. Gentile, Mr. Schneider, and Mr. Lash as defendants. The States’ lawsuits allege, among other things, that the offering documents for several GPB-managed funds, including the Partnership, included material misstatements and omissions. The States are seeking both monetary and administrative relief, including disgorgement and rescission. The cases brought by the States have been stayed pending the conclusion of the related Criminal Case. The State of New Jersey has voluntarily dismissed its case, without prejudice to re-file it following the conclusion of the Criminal Case.


					Changes in Estimated
			Net Change in		Future Cash Flows
	December 31, 2023		Working Capital⁽³⁾		During Liquidation ⁽⁴⁾		December 31, 2024
Assets:
Estimated net inflows from investments⁽¹⁾	$	14,020	$	(26,370)	$	23,448	$	11,098
Liabilities:
Corporate expenditures⁽²⁾		(41,774)		45,346		(44,363)	$	(40,791)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(27,754)	$	18,976	$	(20,915)	$	(29,693)

~~F-15~~

~~Table~~1. Estimated net inflows from investments consists of ~~Contents~~total estimated receipts during liquidation from estimated interest income accrued from investment securities.

~~GPB~~2. ~~AUTOMOTIVE~~Corporate ~~PORTFOLIO~~expenditures primarily consists of (i) selling, LPgeneral ~~AND~~and ~~SUBSIDIARIES~~administrative expenses, (ii) managerial assistant fees, and (iii) legal and consulting fees relating to our corporate activities.

~~Notes to Consolidated Financial Statements (Continued)~~F-13

2.Table ~~Summary~~ of ~~Significant Accounting Policies~~Contents

~~Basis~~GPB ofAUTOMOTIVE ~~Presentation~~PORTFOLIO, LP AND SUBSIDIARIES

~~The~~Notes consolidated financial statements through December 31, 2021 have been prepared in accordance with U.S. GAAP assuming the Partnership would continue as a going concern. As discussed in “Footnote 1. Organization, Nature of Business, Liquidation Events, and Significant Legal Matters”, on December 31, 2021 the Partnership transitioned to aConsolidated ~~liquidation~~Financial ~~basis~~Statements ~~of accounting.~~(Continued)

~~Under~~3. ~~the~~Net ~~liquidation~~change ~~basis,~~in ~~the~~working ~~remeasurement~~capital ofrepresents ~~the~~changes ~~Partnership’s~~in assets and liabilities ~~includes~~for ~~management’s estimates and assumptions of: (i) income to be generated from~~ the ~~remaining~~year ~~assets~~ended ~~until~~December ~~the~~31, ~~anticipated~~2024, ~~date~~primarily ofas ~~sale;~~a ~~(ii)~~result ~~sales proceeds to be received for these assets at the time~~ of ~~sale;~~actual ~~(iii)~~cash ~~operating~~receipts ~~expenses~~or ~~to be incurred during the liquidation period; and (iv) amounts required to settle liabilities~~payments.

~~Principles~~4. Changes in estimated future cash flows during liquidation includes adjustments to previous estimates and changes in estimated holding periods of ~~Consolidation~~our assets.

The consolidated financial statements include the accounts of the Partnership and its subsidiaries in which we have a controlling interest. Upon consolidation, all intercompany accounts, transactions, and profits are eliminated. The Partnership has a controlling interest when it owns a majority of the voting interest in an entity or when it is the primary beneficiary of a variable interest entity (“VIE”). When determining which enterprise is the primary beneficiary, management considers (i) the entity’s purpose and design, (ii) which variable interest holder has the power to direct the activities that most significantly impact the entity’s economic performance, and (iii) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE. When certain events occur, the Partnership reconsidered whether it was the primary beneficiary of that VIE. A VIE is an entity in which the equity investment holders have not contributed sufficient capital to finance its activities or the equity investment holders do not have defined rights and obligations normally associated with an equity investment.

~~Use~~During the year ended December 31, 2024, the Partnership accrued interest income expected to be received on the investment securities invested in U.S. Treasury Bills of ~~Estimates~~approximately $23.4 million. This resulted in an increase to the total estimated receipts during the remaining liquidation period within the liability for estimated costs in excess of estimated receipts during liquidation.

~~The~~During ~~preparation~~the year ended December 31, 2024, the Partnership revised its projection for legal and legal indemnification costs, primarily as a result of ~~consolidated~~significantly ~~financial~~higher ~~statements~~legal ~~under~~costs due to: (i) the ~~liquidation~~guilty ~~basis~~verdict returned in the Criminal Case (as defined in Note 11. Commitments and Contingencies) and the impact it had on our consideration of ~~accounting,~~potential ~~requiring~~outcomes ~~management~~with respect to the Criminal Case and the Receivership and (ii) higher-than-expected activity in numerous current and ongoing legal matters. The Partnership’s ~~most~~revision ~~significant~~resulted in an increase of $42.7 million, ~~difficult~~in selling, general and ~~subjective~~administrative ~~judgments,~~expenses ~~include:~~- corporate within the ~~date~~liability onfor ~~which~~estimated wecosts ~~expect~~in ~~the~~excess of estimated receipts during liquidation ~~process~~during tothe beyear ~~complete~~ended December 31, 2024. As the various pending legal matters against GPB and the Partnership continue, particularly with respect to the Appeal Process, the estimated ~~amount~~legal ofand legal related costs could continue to be ~~incurred~~significantly ~~during~~adjusted ~~liquidation~~resulting ~~which~~in isadditional ~~recorded~~changes asto ~~a component of~~ the liability for estimated ~~costs~~cost in excess of estimated receipts. onThere is significant uncertainty surrounding estimated costs expected to be incurred during the ~~accompanying~~liquidation ~~consolidated~~term, ~~statements~~and ofpotentially ~~net~~thereafter, ~~assets~~primarily due to the costs covered under the indemnification agreements described in ~~liquidation~~more detail in Note 11. Commitments and Contingencies.

~~Non-Controlling~~The ~~Interests~~remaining $1.6 million of changes in estimated future cash flows during liquidation relates primarily to the change in estimated future costs during liquidation for various additional professional fees and managerial assistance fees.

~~Non-controlling~~The ~~interests~~change ~~represent~~in the ~~portion~~liability offor ~~net~~estimated ~~assets~~costs in ~~the~~excess ~~consolidated~~of ~~entities~~estimated ~~that~~receipts ~~are~~during ~~not~~liquidation ~~owned~~for by the ~~Partnership.~~year ~~Historically~~ended ~~under~~December ~~the~~31, ~~going concern basis of accounting~~2023, ~~when~~is ~~the~~as ~~Partnership~~follows ~~acquired a controlling interest~~ (in a consolidated entity, the non-controlling interest was initially recorded at fair value and subsequently adjusted for any capital transactions between the third party investors and the consolidated entity that occurred during the period and by net income attributable to non-controlling interests.thousands):

Cash, Cash Equivalents and Investments


					Changes in Estimated
			Net Change in		Future Cash Flows
	December 31, 2022		Working Capital ⁽³⁾		During Liquidation ⁽⁴⁾		December 31, 2023
Assets:
Estimated net inflows from operations⁽¹⁾	$	12,705	$	(26,852)	$	28,167	$	14,020
Liabilities:
Corporate expenditures⁽²⁾		(35,278)		24,146		(30,642)	$	(41,774)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(22,573)	$	(2,706)	$	(2,475)	$	(27,754)

Cash and cash equivalents includes cash on hand and cash in bank accounts without restriction.The Partnership maintains cash balances with financial institutions that, at times, may exceed federally insured limits. Management periodically evaluates the creditworthiness of these institutions and has not experienced any losses on such deposits.

As1. ofEstimated ~~December~~net ~~31,~~inflows ~~2023,~~from ~~the~~operations ~~standard~~consists ~~Federal~~of ~~Deposit~~total ~~Insurance~~estimated ~~Corporation~~receipts ~~(the~~during ~~“FDIC”)~~liquidation ~~insurance~~less ~~coverage~~the ~~limit~~sum isof ~~$250,000~~total ~~per~~estimated ~~depositor,~~(i) ~~per~~costs ~~FDIC-insured~~of ~~bank~~operations, ~~per~~(ii) ~~ownership~~selling, ~~category.~~general ~~Any~~and ~~deposit~~administrative ~~in excess of this insured amount could be lost. As of December 31~~expenses, ~~2023,~~(iii) ~~substantially~~interest ~~all~~expense ofrelating to the ~~Partnership’s~~operation ~~$14.3 million~~ of ~~deposited~~Prime ~~cash~~Subaru ~~held~~Manchester inthrough ~~banks~~October ~~was~~16, in2023 ~~excess of~~ (the ~~FDIC~~date ~~coverage limit. The Partnership regularly monitors~~ the ~~financial~~ownership ~~stability~~transfer ofwas ~~these~~completed), ~~financial institutions~~ and ~~believes~~(iv) ~~that~~interest itincome isaccrued ~~not~~from ~~exposed to any significant credit risk in~~ cash equivalents and ~~cash equivalents~~investments. ~~However,~~As inof ~~March~~December ~~and~~31, ~~April~~ 2023, ~~certain~~estimated ~~U.S.~~net ~~government~~inflows ~~banking~~are ~~regulators~~comprised ~~took~~only ~~steps to intervene in the operations~~ of ~~certain~~our ~~financial~~estimated ~~institutions~~interest ~~due~~income tofrom ~~liquidity~~cash ~~concerns,~~equivalents ~~which~~and ~~caused general heightened~~ investments.

~~F-16~~2. Corporate expenditures primarily consists of (i) selling, general and administrative expenses, (ii) management fees, and (iii) legal and consulting fees relating to our corporate activities.

~~Table~~3. Net change in working capital represents changes in assets and liabilities for the year ended December 31, 2023, primarily as a result of ~~Contents~~actual cash receipts or payments.

~~GPB~~4. ~~AUTOMOTIVE~~Changes ~~PORTFOLIO,~~in LPestimated ~~AND~~future ~~SUBSIDIARIES~~cash flows during liquidation includes adjustments to previous estimates and changes in estimated holding periods of our assets.

~~Notes to Consolidated Financial Statements (Continued)~~F-14

~~uncertainties~~Table ~~in the financial markets. While these events have not had a material direct impact on the Partnership’s plan~~ of liquidation, if further liquidity and financial stability concerns arise with respect to banks and financial institutions, either nationally or in specific regions of the United States, the Partnership’s ability to access cash may be threatened, which could have a material adverse effect on its net assets in liquidation.Contents

~~Investments~~GPB ~~include~~AUTOMOTIVE ~~Treasury Bills with original maturities on the date of purchase of greater than three months. As of December 31~~PORTFOLIO, ~~2023,~~LP ~~$533.1~~AND million was invested in Treasury Bills with original maturities on the date of purchase in excess of three months and is presented as Investments on the Consolidated Statement of Net Assets in Liquidation.SUBSIDIARIES

~~Restricted~~Notes ~~Cash~~to Consolidated Financial Statements (Continued)

AtThe ~~December~~Partnership ~~31,~~has ~~2023,~~increased the ~~Partnership~~liability ~~held~~for estimated costs in excess of estimated receipts during liquidation by a net $2.25 million ofas ~~restricted~~presented ~~cash~~on asthe aConsolidated ~~result~~Statement of ~~cash~~Changes ~~collateral~~in ~~for~~Net ~~Letters~~Assets ofin ~~Credit~~Liquidation ~~relating~~for tothe ~~potential~~year ~~insurance~~ended ~~liabilities~~December 31, 2023. The net change is comprised of the following:

InDuring ~~2021,~~ the ~~Partnership~~year ~~held~~ended ~~$41.4~~December ~~million~~31, of2023, ~~restricted cash which represented~~ the ~~funds~~Partnership ~~held~~accrued ininterest ~~escrow~~income ~~relating~~expected to ~~amounts~~be toreceived ~~compensate~~on ~~Group~~the 1cash ~~for~~equivalents ~~any~~and ~~potential~~investments ~~post-closing~~invested ~~indemnifiable~~in ~~losses~~U.S. ~~pursuant~~Treasury toBills ~~the terms~~ of ~~the~~approximately ~~Purchase~~$29.0 ~~Agreement~~million. ~~The~~This ~~Purchase~~resulted ~~Agreement stated 50% of the funds held~~ in ~~escrow~~an ~~are~~increase to ~~be released one year from~~ the ~~date~~total ofestimated ~~the~~receipts ~~Group~~during ~~1 Sale with~~ the remaining 50liquidation %period towithin ~~be released at~~ the ~~end~~liability offor ~~the~~estimated ~~second~~costs ~~year.~~in Asexcess of ~~December~~estimated ~~31,~~receipts ~~2023,~~during ~~all restricted cash held in escrow in connection with the Group 1 transaction has been released~~liquidation.

~~Contracts~~During the year ended December 31, 2023, the Partnership revised its projection for legal indemnification costs, primarily as a result of the change in ~~Transit~~the expected liquidation date from December 31, 2024 to December 31, 2025, (see “Note 1. Organization, Basis of Presentation, and Other” for more information on this change), resulting in an increase of $22.5 million in selling, general and administrative expenses - corporate within the liability for estimated costs in excess of estimated receipts during liquidation. Also, primarily as a result of the change in the expected liquidation date, the Partnership revised the projection for managerial assistance fees and operation service provider fees (“OSP”) expected to be paid, see “Note 10. Related Party Transactions” resulting in an increase of $6.5 million in selling, general and administrative expenses - corporate, related party within the liability for estimated costs in excess of estimated receipts during liquidation.

~~Under~~The Partnership initially projected they would operate the ~~liquidation~~Prime ~~basis~~Subaru ofManchester ~~accounting~~dealership through November 2023, ~~contracts~~however, inthe ~~transit~~transfer ~~are~~was ~~recognized~~completed aton ~~the~~October ~~amount~~16, ~~expected~~2023, resulting in a decrease to bethe ~~collected~~estimated net cash inflows during liquidation of $0.9 million.

~~Receivables~~The remaining $1.6 million increase relates primarily to the change in estimated future costs during liquidation for other professional fees in light of the change in the estimated liquidation completion date to December 31, 2025.

~~Receivables consist of the following:~~

~~● Manufacturer receivables represent amounts due from manufacturers, including holdbacks, rebates, incentives and warranty claims~~4. Dispositions

●In ~~Trade~~October ~~receivables~~2023, ~~are~~GPB ~~comprised~~Prime transferred legal ownership of ~~amounts~~the ~~due~~Prime ~~from~~Subaru ~~customers~~Manchester ~~related~~dealership to ~~sales~~Group 1. Consideration of ~~new~~$33.4 ~~and~~million ~~used~~paid ~~vehicles~~at the initial date of closing was put into escrow by Group 1 in November 2021 and ~~service~~was released to the Partnership on April 12, ~~body~~2022. The net consideration received for the ownership transfer of Prime Subaru Manchester, ~~and~~including ~~parts~~the ~~sales~~initial closing consideration of $33.4 million, was $34.5 million.

● Finance and insurance receivables represent amounts owed to the Partnership for commissions from third-party lending and insurance institutions for arranging customer financing and for the sale of vehicle service contracts5. Receivables

Under the liquidation basis of accounting, receivables ~~are~~consisted ~~stated~~of at the ~~amount~~following ~~of their estimated cash proceeds.~~at:

~~Leases~~

Under the liquidation basis of accounting, our right-of-use assets are written down to the net realizable values and our lease liabilities are recorded at the respective cash settlement amounts.


	December 31,
(Dollars in thousands)	2024		2023
Receivables
Manufacturer receivables	$	—	$	691
Trade receivables		100		510
Finance and insurance receivables		—		831
Total	$	100	$	2,032

~~Assets and Liabilities Held for Sale~~

~~Under~~During the ~~liquidation~~years ~~basis~~ended ofDecember ~~accounting~~31, ~~assets~~2024 ~~held~~and ~~for~~2023, ~~sale~~we ~~are~~decreased ~~reflected~~our atestimate of the ~~amount~~net realizable value of ~~net~~receivables ~~cash~~by ~~proceeds~~$1.2 ~~expected~~million ~~from~~and ~~the~~$0.1 ~~sale~~million, ~~and~~respectively. ~~liabilities~~The ~~held~~decrease ~~for~~in ~~sale~~estimate ~~are~~in ~~reflected~~2024 atwas primarily attributable to management’s evaluation of the ~~expected~~probability of the cash ~~settlement~~that ~~amounts,~~is ~~and~~expected ~~are~~to ~~presented~~be incollected during the ~~line~~remainder ~~items~~of ~~assets~~the ~~held~~liquidation ~~for~~period ~~sale~~which ~~and~~is ~~liabilities~~reflected ~~held~~as ~~for~~a ~~sale~~decrease in ~~the~~receivables ~~accompanying~~on the Consolidated ~~Statements~~Statement of Changes in Net Assets in Liquidation.

~~F-17~~

~~Table of Contents~~

~~GPB AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES~~F-15

~~Notes~~Table toof ~~Consolidated Financial Statements (Continued)~~Contents

~~The~~GPB ~~Partnership~~AUTOMOTIVE ~~classifies long-lived assets (disposal groups) to be sold as held for sale in accordance with Accounting Standards Update (“ASU”) 2014-08~~PORTFOLIO, ~~Presentation~~LP OfAND Financial Statements (Topic 205) And Property, Plant, And Equipment (Topic 360): Reporting Discontinued Operations And Disclosures Of Disposals Of Components Of An Entity (“ASU 2014-08”), in the period in which all of the following criteria are met: (i) management, having the authority to approve the action, commits to a plan to sell the asset; the asset (disposal group) is available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such assets; (ii) an active program to locate a buyer and other actions required to complete the plan to sell the asset have been initiated; (iii) the sale of the asset (disposal group) is probable, and transfer of the asset (disposal group) is expected to qualify for recognition as a completed sale within one year, except if events or circumstances beyond our control extend the period of time required to sell the asset beyond one year; (iv) the asset (disposal group) is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (v) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.SUBSIDIARIES

~~Risks~~Notes ~~and~~to ~~Uncertainties~~Consolidated Financial Statements (Continued)

~~We are subject to a number of legal proceedings at both the Partnership and its subsidiaries, as described in “Footnote 15~~6. ~~Commitments~~Asset ~~and~~Held ~~Contingencies.”~~for While we are vigorously defending our position in these proceedings, there is uncertainty surrounding their related outcomes and timing. The cost to defend and the outcomes of these proceedings could affect the liquidity of the Partnership and the use of available cash.Sale

~~Under~~In ~~the liquidation basis of accounting~~2022, ~~we estimate~~ the ~~liquidation~~Partnership ~~value~~committed ofto ~~our~~a ~~assets~~plan ~~and~~to ~~recognize~~dispose ~~future~~of ~~costs~~one ~~expected~~property, to18675 beRoute ~~incurred~~11 ~~during~~in ~~the~~Watertown, ~~liquidation~~New ~~period~~York. ~~Our~~As ~~estimate~~ of ~~future~~December ~~legal~~31, ~~costs~~2024, isthe aPartnership’s ~~significant~~expected ~~estimate~~recovery ~~recorded~~value aswas a$0.5 ~~component~~million, ofreduced ~~liability~~from ~~for~~$1.2 ~~estimated~~million ~~costs~~as ~~in excess~~ of ~~estimated~~December ~~receipts~~31, ~~during liquidation on the Consolidated Statements of Net Assets~~2023. ~~These~~This ~~estimates~~reduction ~~will~~is bepresented ~~reviewed~~as on a ~~quarterly~~decrease ~~basis~~in orasset asheld ~~material~~for ~~changes~~sale ~~occur~~of ~~and adjusted as appropriate~~$0.7 ~~There~~million ~~can~~in bethe noConsolidated ~~assurance~~Statement ~~that~~of ~~these~~Changes ~~estimated~~in ~~values~~Net ~~will~~Assets bein ~~realized.~~Liquidation ~~Such~~for ~~amounts should not be taken as an indication of~~ the ~~timing~~year orended ~~the~~December ~~amount~~31, ~~of future distributions or our actual dissolution~~2024.

~~Our~~The ~~access~~following totable ~~cash,~~reconciles ~~cash equivalents, and investments in amounts adequate to finance our plan of liquidation could be significantly impaired by~~ the ~~financial~~major ~~institutions~~classes ~~with which we have arrangements. Any material decline in our ability to access our cash and cash equivalents could adversely impact our ability to meet certain steps in our plan~~ of ~~liquidation,~~assets ~~pay distributions, result in breaches of our contractual obligations or result in violations of federal or state wage~~ and ~~hour~~liabilities ~~laws,~~classified ~~among~~as ~~other~~held ~~things.~~for ~~Additionally,~~sale ~~given our significant investment in treasury bills~~ as of December 31, ~~2023,~~2024 ~~changes~~and 2023 in ~~interest rates could impact our estimated cash inflows during~~ the ~~liquidation~~accompanying ~~period.~~Consolidated ~~These~~Statements ~~risks and uncertainties could have material adverse impacts on our operations and the amount~~ of ~~total~~Net ~~net~~Assets ~~assets~~ in ~~liquidation.~~Liquidation:

3. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation


	December 31,
(Dollars in thousands)	2024		2023
Asset held for sale
Property and equipment		512		1,224
Total asset held for sale	$	512	$	1,224

The liquidation basis of accounting requires the estimation of net cash flows from operations and all costs associated with implementing and completing the plan of liquidation. These accrued receipts and costs are estimated and are anticipated to be collected and paid out over the liquidation period. We project that we will have estimated costs in excess of estimated receipts during the liquidation period. These amounts can vary significantly due to, among other things, the timing and estimates for receipts and costs associated with the operations of Prime Subaru Manchester until ownership transferred (which did not occur until October 16, 2023 as explained in “Footnote 1. Organization, Basis of Presentation, and Other”), estimates of direct costs incurred to complete the sale of assets, the timing and amounts associated with discharging known and contingent liabilities, the costs associated with the winding up of operations, and other costs that we may incur which are not currently foreseeable. These accrued receipts and costs will be adjusted periodically as projections and assumptions change. Upon transition to the liquidation basis of accounting on December 31, 2021, we accrued receipts

~~F-18~~

~~Table~~7. ofAccrued ~~Contents~~Expenses and Other Liabilities

~~GPB AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES~~

~~Notes~~During the year ended December 31, 2024 and 2023, we decreased our estimate of accrued expenses and other liabilities by $0.9 million $1.0 million, respectively, due to management’s evaluation of the probability of the actual accrued expenses that are expected to be paid during the remainder of the liquidation period which is reflected as a decrease in accrued expenses and other liabilities on the Consolidated ~~Financial~~Statement ~~Statements~~of ~~(Continued)~~Changes in Net Assets in Liquidation.

and costs expected to be earned or incurred during liquidation and have evaluated and updated as necessary those accruals at each reporting period. The liability for estimated costs in excess of estimated receipts during liquidation is comprised of (in thousands):

8. Non-Controlling Interests


	December 31, 2023		December 31, 2022
Total estimated receipts during remaining liquidation period	$	14,020	$	58,870
Estimated costs during remaining liquidation period:
Total estimated costs of operations - Prime Subaru Manchester	$	—	$	(39,448)
Selling, general and administrative expenses - Prime Subaru Manchester		—		(6,447)
Selling, general and administrative expenses - corporate		(30,310)		(24,648)
Selling, general and administrative expenses - corporate, related party		(11,464)		(10,630)
Interest expense		—		(270)
Total estimated costs during remaining liquidation period	$	(41,774)	$	(81,443)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(27,754)	$	(22,573)

An affiliated entity to the Partnership, GPB Holdings II, LP (“H2”), holds a 33.5% non-controlling interest in GPB Prime. On January 5, 2023, the Partnership and GPB Prime reached an agreement for an additional $24.0 million distribution to the Partnership and H2, of which $8.0 million was distributed to H2.

On July 19, 2023, GPB Prime distributed $10.0 million to the Partnership and H2, of which $3.4 million was distributed to H2.

On November 3, 2023, GPB Prime distributed $13.4 million to the Partnership and H2, of which $4.5 million was distributed to H2.

~~The~~On ~~change~~November in22, ~~the~~2023, ~~liability~~GPB ~~for~~Prime ~~estimated~~distributed ~~costs~~$6.6 inmillion ~~excess~~to ~~of estimated receipts during liquidation for~~ the ~~years~~Partnership ~~ended~~and ~~December 31~~H2, ~~2023~~of ~~and~~which ~~2022,~~$2.1 ismillion aswas ~~follows~~distributed ~~(in~~to ~~thousands):~~H2.


					Changes in Estimated
			Net Change in		Future Cash Flows
	December 31, 2022		Working Capital (3)		During Liquidation (4)		December 31, 2023
Assets:
Estimated net inflows from operations (1)	$	12,705	$	(26,852)	$	28,167	$	14,020
Liabilities:
Corporate expenditures (2)		(35,278)		24,146		(30,642)	$	(41,774)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(22,573)	$	(2,706)	$	(2,475)	$	(27,754)

On November 22, 2023, the Partnership distributed $0.3 million to the former general manager of two dealerships of the New York Metro reporting unit, who holds 4% non - controlling interest, in the two New York Metro dealerships.

On January 23, 2024, GPB Prime distributed $7.0 million to the Partnership and H2, of which $2.3 million was distributed to H2.

1. Estimated net inflows from operations consists of total estimated receipts during liquidation less the sum of total estimated (i) costs of operations, (ii) selling, general and administrative expenses, (iii) interest expense relating to the operation of Prime Subaru Manchester through October 16, 2023 (the date the ownership transfer was completed), and (iv) interest income accrued from cash equivalents and investments. As of December 31, 2023, estimated net inflows are comprised only of our estimated interest income from cash equivalents and investments.

2.On ~~Corporate~~April ~~expenditures~~5, ~~primarily~~2024, ~~consists~~GPB ofPrime ~~(i)~~distributed ~~selling,~~$2.8 ~~general~~million ~~and~~to ~~administrative~~the ~~expenses,~~Partnership ~~(ii)~~and ~~management fees~~H2, ~~and~~of ~~(iii)~~which ~~legal~~$0.9 ~~and~~million ~~consulting~~was ~~fees~~distributed ~~relating~~ to ~~our corporate activities~~H2.

~~3. Net change in working capital represents changes in assets and liabilities for the year ended December 31, 2023, primarily as a result of actual cash receipts or payments.~~

49. ~~Changes~~Partners’ ~~in estimated future cash flows during liquidation includes adjustments to previous estimates and changes in estimated holding periods of our assets.~~Capital

~~The~~Capital Partnership has increased the liability for estimated costs in excess of estimated receipts during liquidation by a net $2.5 million as presented on the Consolidated Statement of Changes in Net Assets in Liquidation for the year ended December 31, 2023. The net change is comprised of the following:Contributions

~~During~~The ~~the year ended December 31, 2023, the~~ Partnership ~~accrued~~was ~~interest~~authorized ~~income expected~~ to beissue ~~received~~up onto ~~the cash equivalents and investments invested in treasury bills of approximately~~ $29750.0 million. ~~This~~of ~~resulted~~Class inA anand ~~increase~~Class toB ~~the~~Limited ~~total~~Partnership ~~estimated receipts during the remaining liquidation period within the liability for estimated costs in excess of estimated receipts during liquidation~~Units.

~~During~~As ~~the~~of ~~year ended~~ December 31, ~~2023~~2024, the Partnership ~~revised~~has ~~its projection for legal indemnification costs~~7,889.94 ~~primarily~~Class asA aLimited ~~result~~Partnership ~~of the change in the expected liquidation date from December 31~~Units, ~~2024 to December 31~~3,537.52 ~~2025,~~Class ~~(see “Footnote~~ A-1. ~~Organization,~~Limited ~~Basis~~Partnership ~~of Presentation~~Units, ~~and Other” for more information on this change)~~1, ~~resulting in an increase of $22~~505.514 ~~million~~Class inB ~~selling,~~Limited ~~general~~Partnership Units and ~~administrative~~587.97 ~~expenses~~Class B-1 ~~corporate~~Limited ~~within~~Partnership ~~the~~Units ~~liability~~issued ~~for~~and ~~estimated costs in excess of estimated receipts during liquidation~~outstanding. ~~Also,~~

F-1916

Table of Contents

GPB AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

~~primarily~~As ~~as a result~~ of ~~the~~December ~~change~~31, in2023, ~~the~~there ~~expected~~were ~~liquidation date~~7,889.78 ~~the~~Class ~~Partnership~~A ~~revised~~Limited ~~the~~Partnership ~~projection~~Units, ~~for~~3,537.69 ~~managerial~~Class ~~assistance~~A-1 ~~fees~~Limited ~~and~~Partnership ~~operation service provider fees (“OSP”) expected to be paid~~Units, ~~see “Footnote 14~~1,504.04 ~~Related~~Class ~~Party~~B ~~Transactions”~~Limited ~~resulting~~Partnership inUnits anand ~~increase of $6~~589.508 ~~million~~Class ~~in selling, general and administrative expenses~~ B-1 ~~corporate,~~Units ~~related party within the liability for estimated costs in excess of estimated receipts during liquidation~~outstanding.

The ~~Partnership~~unit ~~initially~~issuance ~~projected~~fees ~~they~~for ~~would~~Class ~~operate~~B and Class B-1 Limited Partners are different than the ~~Prime~~fees ~~Subaru~~paid ~~Manchester~~by ~~dealership~~Class ~~through~~A ~~November~~and ~~2023,~~Class ~~however,~~A-1 Limited Partners. Each class of Limited Partnership interests is restricted and cannot be transferred without the ~~transfer~~consent ~~was~~of ~~completed~~the onGeneral ~~October~~Partner. 16GPB Auto SLP, ~~2023~~LLC (“SLP” or the “Special LP”), ~~resulting~~an inaffiliate aof ~~decrease~~the General Partner, is entitled to ~~the~~receive ~~estimated~~a ~~net~~performance ~~cash~~allocation ~~inflows~~from ~~during~~the ~~liquidation~~Partnership ofas ~~$0.9~~discussed ~~million~~below.

~~The~~DISTRIBUTIONS ~~remaining~~AND $1.6 million increase relates primarily to the change in estimated future costs during liquidation for other professional fees in light of the change in the estimated liquidation completion date to December 31, 2025.REDEMPTIONS

~~The~~There ~~change~~were inno contributions for the ~~liability~~years ~~for~~ended ~~estimated~~December ~~costs~~31, in2024 ~~excess~~and of2023. ~~estimated~~The ~~receipts~~Partnership ~~during~~does ~~liquidation~~not ~~for~~currently ~~the~~expect ~~years~~to ~~ended~~pay ~~December~~cash ~~31,~~distributions ~~2022~~in ~~and~~the ~~2021~~future, isother asthan, ~~follows~~potentially, (in ~~thousands):~~connection with the Receivership Estate.


						Changes in Estimated
			Net Change in			Future Cash Flows
	December 31, 2021		Working Capital (3)		During Liquidation (4)		December 31, 2022
Assets:
Estimated net inflows from operations (1)	$	4,175	$	(6,594)	$	15,124	$	12,705
Liabilities:
Corporate expenditures (2)		(55,236)		21,197		(1,239)	$	(35,278)
Liability for estimated costs in excess of estimated receipts during liquidation	$	(51,061)	$	14,603	$	13,885	$	(22,573)

There were no redemptions for the years ended December 31, 2024 and 2023. All previous redemption requests have been cancelled pursuant to the plan of distribution pursuant to the Receivership Order filed on January 17, 2025.

During the year ended December 31, 2024, there were no state tax withholding distributions made on behalf of the Limited Partners.

During the year ended December 31, 2023, there were state tax withholding distributions made on behalf of the Limited Partners of $1.6 ~~Estimated~~million ~~net~~which ~~inflows~~is ~~from~~reflected ~~operations~~as ~~consists~~a reduction of ~~total~~liability for estimated costs in excess of estimated receipts during liquidation ~~less~~on the ~~sum~~Consolidated Statement of ~~total~~Net ~~estimated~~Assets ~~(i)~~in ~~costs~~Liquidation and $0.2 million of ~~sales,~~which ~~(ii)~~was ~~selling,~~in ~~general~~excess ~~and~~of ~~administrative~~the ~~expense,~~corresponding ~~(iii)~~liability ~~interest~~recorded ~~expense~~and ~~relating~~reflected toas ~~the~~tax ~~operation~~distributions made in excess of ~~Prime~~liabilities ~~Subaru~~recorded ~~Manchester,~~on ~~and~~the ~~(iv)~~Consolidated ~~interest~~Statement ~~income~~of ~~accrued~~Changes ~~from~~in ~~cash~~Net ~~equivalents~~Assets in Liquidation.

~~2. Corporate expenditures primarily consists of (i) selling, general and administrative expenses, (ii) management fees, and (iii) legal and consulting fees relating to our corporate activities.~~

310. ~~Net~~Related ~~change~~Party ~~in working capital represents changes in assets and liabilities for the year ended December 31, 2022, primarily as a result of actual cash receipts or payments.~~Transactions

4.FEES ~~Changes~~AND ~~in estimated future cash flows during liquidation includes adjustments to previous estimates and changes in estimated holding periods of our assets, if applicable.~~EXPENSES

The Partnership has ~~decreased~~entered ~~the~~into, ~~liability~~and ~~for~~expects ~~estimated~~to ~~costs~~continue into ~~excess~~enter ofinto, ~~estimated~~numerous ~~receipts~~related ~~during~~party ~~liquidation by a net $13~~transactions.9 ~~million~~The asPartnership ~~presented~~has onincurred, ~~the~~and ~~Consolidated~~estimates ~~Statement~~it ofwill ~~Changes~~incur in ~~Net Assets in Liquidation for~~ the ~~year ended December 31~~future, ~~2022.~~the ~~The~~following ~~net~~fees ~~change~~and ~~is comprised of the following~~expenses:

~~During~~Managerial ~~the~~Assistance year ended December 31, 2022, the Partnership revised its projection for legal indemnification costs, see “Footnote 15. Commitments and Contingencies,” resulting in an increase of $12.3 million in selling, general and administrative expenses - corporate within the liability for estimated costs in excess of estimated receipts during liquidation. This increase is offset by a revision to the projection for managerial assistance fees and operation service provider fees (“OSP”) expected to be paid, see “Footnote 14. Related Party Transactions” resulting in a reduction of $12.6 million in selling, general and administrative expenses - corporate, related party within the liability for estimated costs in excess of estimated receipts during liquidation. Fee

AsPer ofthe ~~December~~LPA 31and PPM, ~~2022~~GPB, as General Partner is entitled to receive an annualized managerial assistance fee (the ~~Partnership~~“Managerial ~~accrued~~Assistance Fee”), for aproviding ~~future~~managerial ~~tax~~assistance ~~liability~~services ofto $1the Partnership and the dealership.4 ~~million~~Those ~~while~~services ~~awaiting~~include conducting the ~~approval~~day-to-day ~~for~~operations ~~transfer~~of the Partnership inclusive of ~~Prime~~the ~~Subaru~~identification, ~~Manchester~~management inand ~~selling~~disposition of underlying portfolio companies and/or dealerships, ~~general~~and other duties assumed and ~~administrative~~stated under the LPA. The Managerial Assistance Fee does not include expenses related to In-House ~~corporate~~Services and operations support services (defined below under “Partnership Expenses”) provided to the Partnership or its subsidiaries. Such expenses are in addition to, ~~within~~and not in lieu of, the ~~liability~~Managerial Assistance Fee. The Managerial Assistance Fee is payable by the Partnership quarterly, in advance, at 2.0% per annum for ~~estimated~~Class ~~costs~~A and B Units and 1.75% per annum for Class A-1 and B-1 Units calculated on each Limited Partners’ Gross Capital Contributions. GPB, under supervision and direction of the Receiver, in ~~excess~~its sole discretion, may defer, reduce or waive all or a portion of ~~estimated~~the ~~receipts~~Managerial ~~during~~Assistance ~~liquidation~~Fee with respect to one or more Limited Partners for any period of time (and intends to waive the Managerial Assistance Fee with respect to the Special LP, as defined below, and its affiliates that invest in the Partnership).

During the year ended December 31, ~~2022~~2024 and 2023, the Partnership ~~revised~~paid ~~projected~~$5.2 ~~interest~~million ~~expected~~and to$5.0 bemillion, ~~received~~respectively, byin ~~approximately~~Managerial ~~$13.2~~Assistance ~~million~~Fees ~~related~~which toreduced the ~~cash~~liability ~~equivalents~~for ~~invested~~estimated costs in ~~Treasury~~excess ~~Bills as~~ of ~~December~~estimated ~~31,~~receipts ~~2022.~~during ~~Additionally,~~liquidation on the ~~Partnership~~Consolidated ~~revised~~Statement of Net Assets in Liquidation.

F-2017

Table of Contents

GPB AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Continued)

~~projected~~During ~~receipts related to~~ the ~~operations~~year ofended ~~Prime~~December ~~Subaru~~31, ~~Manchester~~2024, byGPB ~~approximately~~increased ~~$1.8~~the ~~million.~~Management ~~This~~Assistance ~~resulted~~Fees inexpected anto ~~increase~~be topaid during the ~~total~~liquidation ~~estimated~~term ~~receipts~~resulting ~~during~~in ~~liquidation~~an ~~period~~increase ~~within~~in the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets in Liquidation of $0.3 million.

~~4.Initial~~During the year ended December 31, 2023, GPB increased the Management Assistance Fees expected to be paid during the liquidation term resulting in an increase in the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets in Liquidation of $7.6 million primarily due to the extension of the expected liquidation completion date from December 31, 2024 to December 31, 2025.

~~The~~Partnership following is a reconciliation of total Partners’ Capital under the going concern basis of accounting to net assets in liquidation under the liquidation basis of accounting as of December 31, 2021 (in thousands):Expenses

The Partnership pays its own operating expenses. GPB is responsible for its or its affiliates’ general and administrative costs and expenses and its day-to-day overhead expenses of managing the Partnership and is not entitled to be reimbursed by the Partnership for such expenses other than for the portion of the total compensation of GPB’s or its affiliates (including holding companies) officers and employees relating to the time such officers or employees provide In-House services or Operations Support Services to the Partnership or its subsidiaries. Such expenses are in addition to, and not in lieu of, the Managerial Assistance Fee. “In-House Services” include but are not limited to accounting, legal, compliance, information technology, human resources, and operational and management services to the Partnership or its subsidiaries. Operations Support Services include but are not limited to operational support and consulting services and similar services to, or in connection with, the identification, acquisition, holding and improvement of its subsidiaries. In addition, GPB, on occasion, pays Partnership expenses on the Partnership’s behalf when operationally feasible and obtains reimbursement. Upon request from GPB the Partnership reimburses GPB, in full, for all of the expenses paid on its behalf. The balance associated with Partnership expenses payable was $0.1 million and $0.3 million of December 31, 2024 and 2023, respectively, and was included as a component of due to related parties in the Consolidated Statements of Net Assets in Liquidation. Partnership expenses paid for the year ended December 31, 2024 and 2023 were $37.9 million and $14.3 million, respectively, primarily consisting of legal indemnification costs, which reduced the liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statements of Net Assets in Liquidation by a corresponding amount.


	December 31, 2021
Total Partner’s Capital as of December 31, 2021 (going concern basis)	$	593,488
Increase due to estimated net realizable value of Assets Held for Sale (1)		12,410
Net decrease due to write-off of prepaid expenses, other assets(2)		(17,086)
Decrease due to adjustment of operating lease liability (3)		(139)
Decrease due to interest expense on notes payable - related party (4)		(1,851)
Decrease due to liability for estimated costs in excess of estimated receipts during liquidation (5)		(51,061)
Net adjustments to reflect the change to the liquidation basis of accounting		(57,727)
Estimated value of net assets in liquidation as of December 31, 2021	$	535,761

The partnership expenses paid for by the Partnership to GPB are passed along to vendors that are unrelated parties which are included in general and administrative expenses - corporate in “Note 3. Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation”.

NOTES PAYABLE TO RELATED PARTIES

1.In ~~Under~~2017, the ~~liquidation~~Partnership ~~basis~~entered into two loan agreements with an affiliate of ~~accounting~~the Partnership, ~~all~~GPB ~~assets~~Automotive ~~are~~Income ~~recorded~~Sub-Fund, atLtd. ~~net~~(“GPB ~~realizable~~AISF”), ~~value.~~an ~~This~~offshore ~~adjustment~~financing ~~reflects~~facility formed for the ~~increase~~benefit inof the ~~then~~Partnership, ~~carrying~~(“AISF ~~value~~Note 5 and AISF Note 6”) for a total of ~~our~~$11.8 ~~Assets~~million ~~Held~~and incurred debt issuance costs of $2.0 million. In 2019, the Partnership entered into one loan agreement (“AISF Note 7”) with GPB AISF for ~~Sale~~$3.3 tomillion ~~net~~and ~~realizable~~incurred ~~value~~debt issuance costs of $0.6 million.

2.Each ~~Under~~AISF ~~the~~note ~~liquidation~~was ~~basis~~initially ofset ~~accounting~~to mature four years from the issuance date, ~~assets~~and ~~are~~accrued ~~recorded~~interest at ~~net~~8.75% ~~realizable~~per ~~value~~annum, payable monthly in arrears. ~~This~~In ~~adjustment~~July is2021, AISF Note 5 and AISF Note 6 were amended to ~~adjust~~increase ~~prepaid~~the interest rate to 12.5% and ~~other~~to ~~assets~~extend the maturity date to ~~net~~December ~~realizable~~2022. ~~value~~AISF Note 7 had an original maturity date of April 2023.

3.AISF ~~Under~~Note ~~the~~5, ~~liquidation~~AISF ~~basis~~Note ~~of accounting~~6, weand ~~recorded~~AISF ~~lease~~Note ~~liabilities~~7 atentered ~~the~~into ~~amount~~default in ~~which~~2021. ~~they~~In ~~are~~August ~~expected~~2021, toa bewaiver ~~settled~~for inthe ~~cash.~~event ~~This~~of ~~adjustment~~default was toissued ~~record~~and ~~our~~the ~~lease~~interest ~~liability~~payments atwere ~~the~~deferred ~~cash~~until ~~settlement~~December ~~amount~~2022 for AISF Note 5, AISF Note 6, and AISF Note 7.

4Upon maturity, payments had not been made for AISF Note 5, AISF Note 6 and AISF Note 7. ~~Under~~The ~~the~~timing ~~liquidation~~for ~~basis~~payment of ~~accounting~~these notes is contingent on the Partnership finalizing a plan to distribute money to its Limited Partners. GPB is not in a position to make distributions until the EDNY Court rules on the pending Receivership Application, we(See ~~recorded~~“Note ~~contractual~~11. Commitments and Contingencies”). The Partnership accrued interest ~~expected~~on tothe beoutstanding ~~incurred~~notes ~~through~~using management’s best estimate of six months of interest past the ~~liquidation~~reporting ~~term~~period end date. ~~This~~As ~~adjustment~~of isDecember to31, ~~accrue~~2024, additional interest was accrued through June 2025 for AISF Note 5, AISF Note 6, and AIFS Note 7, as that represents the ~~interest~~Partnership’s best estimate of the expected todate beof ~~incurred~~repayment, ~~relating~~and towas ~~our~~included ~~notes~~as ~~payable~~a -component ~~related~~of ~~party.~~notes

5. Under the liquidation basis of accounting, we recorded the projected net operating cash flows for Prime Subaru Manchester through the date of expected transfer. Additionally, we recorded our corporate expenses expected to be incurred during liquidation.F-18

Table of Contents

5.GPB ~~Dispositions~~AUTOMOTIVE PORTFOLIO, LP AND SUBSIDIARIES

~~2023~~Notes ~~Dispositions:~~to Consolidated Financial Statements (Continued)

Inpayable ~~October~~- ~~2023,~~related ~~GPB~~party ~~Prime~~on ~~transferred legal ownership of~~ the ~~Prime~~Consolidated ~~Subaru~~Statements ~~Manchester dealership to Group 1. Consideration~~ of ~~$33.4~~Net ~~million~~Assets ~~paid~~in atLiquidation ~~the~~and ~~initial~~a ~~date~~component of ~~closing~~increase ~~was put into escrow by Group 1~~ in ~~November~~notes ~~2021~~payable ~~and~~- ~~was~~related ~~released~~party ~~to the Partnership~~ on ~~April 12, 2022. The net consideration received for~~ the ~~ownership~~Statement ~~transfer~~ of ~~Prime~~Changes ~~Subaru~~in ~~Manchester,~~Net ~~including~~Assets ~~the~~in ~~initial closing consideration of $33~~Liquidation.~~4 million, was $34.5 million.~~

~~2021~~In ~~Dispositions:~~2024, the Partnership and the Directors of GPB AISF determined an additional $1.2 million should be accrued as representing additional interest due on the historical unpaid interest, calculated by applying the contractual interest rates specified above for AISF Notes 5, 6 and 7.

InGoing ~~December 2021~~forward, ~~GPB Prime sold~~ the ~~Toyota~~Partnership ~~Route~~will 2continue ~~dealership and the related real estate~~ to aaccrue ~~third-party.~~interest ~~The Partnership received net proceeds of $33.4 million and $9.3 million, respectively, and recognized a net loss~~ on ~~disposal of~~ the ~~dealership~~outstanding ofprincipal ~~$1.0 million~~ and aunpaid ~~net~~interest ~~gain~~amounts onfor ~~disposal~~AISF ofNotes ~~related real estate of $1.1 million~~5, ~~recorded~~6 ~~in gain on sale of dealerships, property~~ and ~~equipment,~~7 ~~net~~at in the ~~Consolidated~~contractual ~~Statement~~rates ofspecified ~~Operations for the year ended December 31, 2021~~above. ~~The proceeds relating to this disposition were used in part to pay down debt.~~

InNotes ~~November~~payable ~~2021,~~- ~~GPB Prime sold 23 dealerships and the~~ related ~~real~~party ~~estate~~consisted ~~to Group 1. The Partnership received net proceeds~~ of ~~$505.0 million and $215.9 million, respectively, and recognized a net gain on disposal of~~ the ~~dealerships of $267.8 million and a net gain on disposal of related real estate of $18.7 million, respectively, recorded in gain on sale of dealerships, property and equipment,~~ following:

~~F-21~~

Table of Contents


(Dollars in thousands)				December 31,
Note	Face Value		Maturity Date	2024		2023
AISF Note 5	$	6,556	12/31/2022¹	$	6,556	$	6,556
AISF Note 6		5,203	12/31/2022¹		5,203		5,203
AISF Note 7		3,272	4/24/2023²		3,272		3,272
Total					15,031		15,031
Add: accrued interest in liquidation					9,236		5,612
Total notes payable - related party

Filing Compare · GPB Automotive Portfolio, LP