Onex Falcon Investment Advisors, LLC f/k/a Falcon Investment Advisors, LLC (“Onex Falcon”
and together with its affiliates, “Onex”) is a Delaware limited liability company formed on June 1,
2000 and founded by Sandeep D. Alva. Onex Falcon was registered under the Advisers Act as an
investment adviser on March 30, 2012. The principal owner of Onex Falcon is Onex Corporation,
which indirectly acquired Onex Falcon on December 29, 2020.
Onex Falcon provides the services described below to its advisory clients, which are private
investment funds, including the following: Falcon Private Credit Opportunities VI, LP, Falcon
Private Credit Opportunities VI (Luxembourg) S.C.Sp, Falcon Strategic Partners III, LP, Falcon
Strategic Partners IV, LP, Falcon Strategic Partners IV (Cayman) LP, Falcon Strategic Partners V,
LP, Falcon Strategic Partners V (Cayman), LP, Falcon Strategic Partners V (Cayman 2), LP, Falcon
Structured Equity Partners, LP, Falcon Structured Equity Partners (Cayman Feeder), LP, Onex
Falcon Private Credit Opportunities VII (Luxembourg), S.C.Sp, Onex Falcon Private Credit
Opportunities VII (Luxembourg) Feeder, S.C.Sp and Onex Falcon Private Credit Opportunities
VII, LP (each a “Falcon Fund,” and collectively, together with any future private investment fund
to which Onex Falcon and/or its affiliates provide investment advisory services, the “Falcon
Funds”). A related person of Onex Falcon generally acts as general partner or manager of each
Falcon Fund, and Onex Falcon generally acts as investment advisor to each Falcon Fund. Onex
Falcon also acts as manager to Onex Direct Lending Cayman Fund, LLC, a feeder fund established
to invest in Onex Direct Lending BDC Fund (“Onex BDC”). The following general partner and
managing member entities are affiliated with Onex Falcon: Falcon Private Credit Investments GP
VI (Luxembourg) S.à r.l., Falcon Private Credit Investments VI, LP, Falcon Strategic Investments
GP IV, LLC, Falcon Strategic Investments GP V, LLC, Falcon Strategic Investments III, LP,
Falcon Strategic Investments IV, LP, Falcon Strategic Investments V, LP, Falcon Structured Equity
Investments, GP LLC, Falcon Structured Equity Investments, LP, Onex Falcon Private Credit
Opportunities VII GP, LP and Onex Falcon Private Credit Opportunities VII Luxembourg GP (each
a “General Partner” and collectively, together with future affiliated general partner or manager
entities the “General Partners”). References to Onex Falcon in this Brochure include, as the context
requires, affiliates through which Onex Falcon provides investment advisory services or that act in
any capacity referenced in the previous sentence.
Onex Falcon’s investment advisory business is principally focused on the lower middle market
through investments in private credit and structured equity. Onex Falcon’s private credit portfolio
seeks to provide investors with current income and long-term capital appreciation through privately
placed junior capital investments, consisting primarily of subordinated debt together with equity
features, primarily in the United States and selectively in Canada and Europe. Onex Falcon’s
structured equity portfolio seeks to achieve a targeted return commensurate with the risk incurred
in privately placed non-control structured equity investments combining structured claims with
covenants on any debt instruments, shareholder rights, contractual yield and upside potential. Both
portfolios employ the same general strategy but the portfolio construction involves separate and
distinct risk profiles.
Onex Falcon tailors its advisory services to the general investment objectives of each Falcon Fund
described in such Falcon Fund’s confidential private placement memorandum (each, an “Offering
Memorandum”), subject to specific investment guidelines and restrictions set forth in the limited
partnership agreement or other operating agreements of such Falcon Fund (each, a “Fund
Agreement”). The Falcon Funds generally enter into a management agreement or advisory
agreement with Onex Falcon setting forth the management or advisory fees payable by such Falcon
Fund to Onex Falcon (its “Advisory Agreement” and, together with any relevant Offering
Memorandum and Fund Agreement, the “Governing Documents”). Investors and prospective
investors of each Falcon Fund should refer to the applicable Governing Documents, as well was
any side letters or similar agreements (“Side Letters”) of the applicable Falcon Fund for complete
information on the investment objectives and investment restrictions with respect to such Falcon
Fund.
The interests in the Falcon Funds are privately offered to qualified investors in the United
States
and elsewhere. The investment advisory services provided to the Falcon Funds by Onex Falcon
consist of identifying and evaluating investment opportunities, negotiating the terms of
investments, managing and monitoring investments and ultimately selling such investments. The
Falcon Funds are private funds that make investments primarily in subordinated debt. The Falcon
Funds predominantly invest in non-public companies, although the Falcon Funds may invest in
public companies, subject to certain limitations set forth in the relevant Falcon Fund’s Fund
Agreement. The Falcon Funds generally seek to place at least one Principal or other Onex Falcon
professional on the portfolio company’s board, and may, on occasion, take controlling positions in
portfolio companies.
Onex Falcon’s advisory services to the Falcon Funds are detailed in the Governing Documents and
are further described below. Investors in Falcon Funds (generally referred to herein as “investors”
or “limited partners”) participate in such Falcon Fund’s overall investment program, but in certain
circumstances are permitted to be excused from a particular investment due to legal, regulatory or
other applicable constraints; such arrangements generally do not and will not create an adviser-
client relationship between Onex Falcon and any investor. In accordance with common industry
practice, the Falcon Funds or their General Partners enter into Side Letters with certain investors
in the Falcon Funds which have the effect of establishing rights under, or altering or supplementing,
the terms of the Governing Documents or an investor’s subscription agreement in respect of the
investor to whom such letter is addressed. Such rights or alterations could be regarding economic
terms, fee structures, excuse rights, information rights, investment limitations, priority co-
investment rights or targeted co-investment amounts, ability to transfer interests in a Falcon Fund,
or compliance with specified laws or regulations. Generally, any rights established, or any terms
altered or supplemented, will govern only that investor and not the applicable Falcon Fund as a
whole. Certain such additional rights but not all rights, terms or conditions may be elected by certain
sizeable investors with “most favored nations” rights pursuant to a Falcon Fund’s Governing
Documents. Such Side Letters may also impose restrictions on participation in certain investments
or types of investments made by the Falcon Funds. Subject to applicable law and regulation, such
agreements will be disclosed only to those actual or potential investors in a Falcon Fund that have
separately negotiated with the general partner of such Falcon Fund for the right to review such
agreements.
Additionally, as permitted by the Governing Documents, Onex Falcon expects to provide (or agree
to provide) investment or co-investment opportunities (including the opportunity to participate in
co-invest vehicles) to certain current or prospective investors or other persons (including investors
or clients of Onex Corporation or its affiliates), including other sponsors, market participants,
finders, consultants and other service providers, portfolio company management or personnel,
Onex personnel and/or certain other persons associated with Onex Falcon and/or its affiliates. Such
co-investments typically involve investment and disposal of interests in the applicable portfolio
company at the same time and on the same terms as the Falcon Fund making the investment.
Therefore, Onex Falcon expects to serve as the investment manager to co-investment vehicles to
participate in Falcon Fund investments on a side-by-side basis with a Falcon Fund. Onex Falcon
may also organize one or more co-investment funds to co-invest alongside the Falcon Funds to
facilitate personal investments by such persons or firms and by partners, officers and personnel and
their related parties and associates of Onex Falcon or of control entities. Onex Falcon may also
facilitate co-investments directly into a portfolio company.
The information provided above about the investment advisory services provided by Onex Falcon
is qualified in its entirety by reference to the Governing Documents.
Onex Falcon does not participate in any wrap fee programs.
Onex Falcon may manage one or more additional or adjacent strategies in the future.
Onex Falcon manages all assets of the Falcon Funds on a discretionary basis in accordance with
the terms and conditions of the Governing Documents for each Falcon Fund. As of December 31,
2023, the amount of assets Onex Falcon manages on a discretionary basis is approximately
$4,584,417,612.00.