Overview
Firm Description and Principal Owners
Falcons I, LLC (referred to throughout this Brochure as “Falcons I” or the “Adviser”), a Delaware
limited liability company, was formed in February 2018. Falcons I is an investment advisor
registered with the U.S. Securities and Exchange Commission (“SEC”) which serves as an
investment advisor to a real estate investment trust (“REIT”), Angel Oak Mortgage REIT, Inc.
(“AOMR” or “Client”) which is a publicly traded company listed on the New York Stock
Exchange (“NYSE”) under the ticker AOMR.
Falcons I is directly owned by Angel Oak Asset Management Holdings, LLC which is owned by
Angel Oak Companies, LP. The ultimate control persons of the Adviser are Sreeni Prabhu and
Michael Fierman through their ownership of Angel Oak Companies, LP.
Advisory Services
Falcons I provides investment advisory services to AOMR.
It is important to note that the term “Client” as defined by federal securities regulations refers to
AOMR, the sole entity to which Falcons I currently provides investment advisory services, and
not to the stockholders of AOMR. Falcons I does not manage any assets for or offer services to
any retail investors as defined for the purposes of Form CRS and therefore is not required to
complete, maintain, or deliver a Form CRS to any Client or investor.
Falcons I currently anticipates providing services only to AOMR but could in the future serve as
the investment adviser to other Clients that employ trading and investment strategies similar to
those of AOMR. If Falcons I were to serve as an investment advisor to other entities, Falcons I
generally would not anticipate tailoring its advisory services for each Client, however, potential
Clients would be able to impose restrictions and investment guidelines on investing in certain types
of assets or assets with specific characteristics.
Falcons I entered into a Shared Services Agreement with Angel Oak Capital Advisors, LLC
(“AOCA” or “Angel Oak”) in September
2018 whereby AOCA will provide certain services to
Falcons I, including the provision of personnel and resources, to enable Falcons I to perform its
duties under its investment management agreement with AOMR. Falcons I compensates AOCA
for these services by paying a Service Fee subject to a written contract between the parties.
Although the investment advisory services provided by Falcons I to AOMR via the Shared
Services Agreement are not limited to any specific asset class, Falcons I generally provides
investment advice to AOMR related to residential mortgage loans and residential mortgage-related
assets, commercial mortgage loans, reverse repurchase agreements, and derivative instruments
including futures contracts, options, and swaps. Falcons I can provide advisory services related to
any other type of investments as well.
Wrap Fee Programs
Wrap fee programs are arrangements between broker-dealers, investment advisers, banks, and
other financial institutions (typically acting as sponsors of the programs) and affiliated and
unaffiliated investment advisors (or portfolio managers) through which the customers of such
firms receive discretionary investment advisory, execution, clearing, and custodial services in a
“bundled” form. In exchange for these “bundled” services, customers pay an all-inclusive – or
“wrap” – fee determined as a percentage of assets held in the wrap fee account.
Falcons I does not participate in a wrap fee program.
Assets Under Management
As of December 31, 2023, Falcons I managed approximately $2.31 billion in regulatory assets
under management on a discretionary basis and $0 in regulatory assets under management on a
non-discretionary basis, for a total of approximately $2.31 billion. All regulatory assets under
management were assets of AOMR. Regulatory assets under management includes total assets
without any deductions for outstanding indebtedness or other accrued but unpaid liabilities.