Firm Description
Cohen & Company Financial Management, LLC (“CCFM”) is a Delaware limited liability
company formed on August 13, 2003. CCFM registered as an Investment Adviser in February
2005. CCFM is owned by Dekania Investors, LLC which, in turn, is owned by Cohen & Company,
LLC, the Operating LLC (the “Operating LLC”) of Cohen & Company Inc. (NYSE American:
COHN (“COHN”)).
CCFM acts as the Collateral Manager for Alesco Preferred Funding III, Ltd. Alesco Preferred
Funding IV, Ltd., Alesco Preferred Funding V, Ltd. Alesco Preferred Funding VI, Ltd., Alesco
Preferred Funding VIII, Ltd. Each is a collateralized debt obligation (“CDO”, collectively the
“Alesco CDOs”) that was initially securitized between 2003-2007 and invested in US bank and
insurance TruPS and subordinated debt. A CDO issuer is a special purpose investment vehicle that
raises capital through the issuance of securities and uses the proceeds to purchase financial assets,
typically debt or preferred equity instruments. A CDO issuer pools collateral assets into a portfolio
that generates interest over a fixed period of time.
CCFM acts as the Adviser of the Vellar Special Opportunities Fund, LLC (“VSOF”), a Delaware
series limited liability company formed in October 2018 and the ASJC Global Fund LLC,
(“ASJC”) a Delaware series limited liability company formed in March 2020 (VSOF and ASJC
together, the “SPAC Series Fund Clients”). The SPAC Series Fund Clients will make an
investment in the sponsor entity of a special purpose acquisition company (“SPAC”) which are
commonly referred to as “blank check companies”, SPACs are generally formed for the purpose
of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses (each, a “Business Combination”). The sponsor
will use the funds to subscribe to the applicable SPAC’s private placement, pursuant to which it
will purchase private placement units or private placement warrants, typically exercisable for one
share of the SPAC’s Class A common stock (only after the SPAC’s business combination). Each
sponsor entity investment typically also provides the applicable SPAC Series Fund Client an
opportunity to invest in an allocation of the SPAC’s sponsor stock, commonly referred to as
“founders shares,” for a nominal price (e.g., $0.01 per founders share) (the “Founders Share
Allocation”). Each founders share typically converts to a share of the SPAC’s Class A common
stock automatically upon a business combination and is subject to certain restrictions on trading.
As of December 31, 2023, CCFM has launched twenty-four VSOF Series Funds and nineteen
ASJC Series Funds since inception. Of these, twelve of the VSOF Funds and thirteen of the ASJC
Funds have announced deals.
Our registration on Form ADV also covers Dekania Capital Management, LLC (a “Relying
Adviser” or “DCM”) an affiliate of the Adviser that also provides investment advisory services
and until March 30, 2021 was separately registered. DCM is a Delaware limited liability company
formed on June 19, 2003 that registered as an Investment Adviser in February 2005. All of the
Relying Adviser’s investment advisory activities are subject to the Advisers Act and the rules
thereunder. In addition, employees and persons acting on behalf of the Relying Adviser are subject
to the supervision and control of the Adviser.
DCM acts as the Collateral Manager for Dekania Europe CDO II PLC and Dekania Europe CDO
III PLC (collectively the “Dekania CDOs”) that invest in European bank and insurance TruPS and
subordinated debt. Cohen & Company Financial Europe Limited S.A. (“CCFESA”), a majority
owned operating subsidiary of the Operating
LLC and regulated by the Autorite de Controle
Prudentiel et de Resolution ("ACPR") has agreed to render investment advice and aid in connection
with the services provided to the Dekania CDOs.
DCM performs investment advisory services to SMI 2018, LP, a Delaware limited partnership
f/k/a SMI 2018, LLC through a Sourcing and Servicing Agreement entered into in May 2018. In
addition, DCM is the Collateral Manager for SMI 2018 Finance LP f/k/a S SMI 2018 Finance LLC
(SMI 2018, LP and SMI 2018 Finance LP collectively “Insurance JV”). The Insurance JV invests
in debt issued by small and medium sized U.S. and Bermuda insurance and reinsurance companies.
In addition, our registration also covers Vellar Special Opportunities GP LLC, a Delaware limited
liability company, the managing member of Vellar (the “Vellar Managing Member”) and ASJC
Global Management LLC, a Delaware limited liability company, the managing member of ASJC
(the “ASJC Managing Member”) (ASJC Managing Member and Vellar Managing Member
together the “Managing Members”, each a “Managing Member”). The General Partner the
Managing Members are affiliates of CCFM.
The facilities and personnel utilized by CCFM, DCM, and the Managing Members in their
respective roles as manager, and managing member are provided by the Operating LLC.
Advisory Services
Collateral Management Services
CCFM acts as a collateral manager for the Alesco CDOs and Equalize Capital, LLC (f/k/a
Bluestone Capital Management, LLC) (“Equalize”) is a sub-adviser to CCFM. Pursuant to a Sub-
advisory Agreement (the “Sub-advisory Agreement”), Equalize has agreed to render investment
advice to CCFM and aid CCFM with respect to the provision of services that are required to be
performed by CCFM pursuant to the collateral management agreements and collateral
administration agreements related to the CDOs.
DCM currently acts as a collateral manager for the Dekania CDOs.
DCM currently acts as a sourcer and servicer/collateral manager for Insurance JV.
Advisory Services
The Series Funds are structured to allow them to issue separate series of limited liability company
interests in respect of each separate investment portfolio to be maintained by the Series Funds
(each, a “Portfolio”) and each Portfolio will consist of a separate pool of assets and will function,
in effect, as a separate limited liability company. Each Portfolio will be administered and
maintained separate and apart from the other Portfolios. Under Delaware law, the debts, liabilities,
obligations and expenses incurred by one Portfolio will only be enforceable against the assets of
the same Portfolio and not against the assets of any other Portfolio.
Each Portfolio may have, among other things, different investment objectives, strategies, liquidity
terms, fees, service providers and tax consequences, and the Clients may issue limited liability
company interests for a particular Portfolio in different sub-series, classes or sub-classes, with each
having different terms than those of any other sub-series, class or sub-series, including, without
limitation, different fees or withdrawal rights. The investment program of a Portfolio will be
described in the applicable Client’s Confidential Private Offering Memorandum Supplement and
other governing documents.
These strategies are discussed in more detail in Item 8, Methods of Analysis, Investment Strategies
and Risk of Loss, below.
Client Assets
As of December 31, 2023, CCFM had approximately $924 million assets under management, all
of which was managed on a discretionary basis.
As of December 31, 2023, DCM had approximately $278 million of assets under management, of
which approximately $111 million was managed on a discretionary basis.