UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT
TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 13, 2015
Fortress Investment Group LLC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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001-33294 |
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20-5837959 |
(Commission
File Number) |
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(IRS Employer
Identification No.) |
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1345 Avenue of the Americas, 46th Floor
New York, New York |
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10105 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code (212) 798-6100
N/A
(Former name or
former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in Item 8.01 is incorporated herein by reference in its entirety.
On October 13, 2015, the Company issued a press release announcing the closing of the
Fortress Macro Fund, retirement of Principal, director and Fund CIO Michael Novogratz and expected repurchase of Mr. Novogratzs ownership interests.
The full text of the press release is included in Exhibit 99.1 hereto and is incorporated by reference herein in its entirety.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit Number |
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Description |
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99.1 |
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Press release, dated October 13, 2015, issued by Fortress Investment Group LLC |
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. These statements are generally identified by the use of words such as outlook, believe, expect, potential, continue, may, will, should,
could, would, seek, approximately, predict, intend, plan, estimate, anticipate, opportunity, pipeline,
comfortable, assume, remain, maintain, sustain, achieve or the negative version of those words or other comparable words. Forward-looking statements are not historical facts,
but instead represent only the Companys beliefs as of the date of this report regarding future events, many of which, by their nature, are inherently uncertain and outside of the Companys control. Numerous factors could cause actual
events to differ from these forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Current Report, and you should not regard any forward-looking statement as a representation
by the Company or any other person that the future plans, estimates or expectations currently contemplated by the Company will be achieved. The Company can give no assurance that the expectations of any forward-looking statement will be obtained.
Such forward-looking statements speak only as of the date of this Current Report. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in
the Companys expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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FORTRESS INVESTMENT GROUP LLC |
(Registrant) |
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/s/ David N. Brooks |
David N. Brooks |
General Counsel |
Date: October 14, 2015
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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99.1 |
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Press release, dated October 13, 2015, issued by Fortress Investment Group LLC |
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Exhibit 99.1
Fortress Announces Closing of Fortress Macro Fund
Principal and Fund CIO Michael Novogratz to Retire from Fortress at Year-End
Repurchase of Shares at Price of $4.50 to Reduce Dividend-Paying Share Count by 13%
New York, NY. October 13, 2015 Fortress Investment Group LLC today announced that it will close the Fortress Macro Funds and managed separate
accounts (FMF or the Funds) and return all capital to investors by the end of the year. Fortress Principal Michael Novogratz, who founded the firms Liquid Markets business in 2002, is expected to retire from the firm
and its Board of Directors at year end.
In conjunction with todays announcement, Fortress will redeem all of Mr. Novogratz Fortress
Operating Group Units, representing beneficial ownership of approximately 56.8 million class A or equivalent shares as of September 30, 2015. The company will repurchase Mr. Novogratz ownership interests at a price of $4.50,
equivalent to a 17% discount to the closing price of Fortress Class A shares on October 12, 2015. As a result of this transaction, Fortresss dividend-paying share count will be reduced by approximately 13%. Fortress will fund the
transaction through a combination of available cash and a note issued to Mr. Novogratz. The transaction is subject to completion of definitive documentation and customary Board approvals.
After careful consideration and analysis, we have decided to close the Fortress Macro Funds and return cash to our investors, said Fortress
Principal and Macro CIO Mike Novogratz. This was a difficult decision given my confidence in both the research positions we hold and the talent of our team. But we have had an extremely challenging two years, and I do not believe the current
environment is conducive to achieving our best results. The recent past does not negate years of hard work and achievement. It has been a rare privilege to lead the Macro team and to serve as a Principal at Fortress.
Fortress co-Chairmen Peter Briger and Wesley Edens, and CEO Randal Nardone, made the following joint statement:
We are obviously disappointed in this outcome, and we are grateful for Mikes many contributions to Fortress over the years. While we regret
closing a fund that has been productive in the past, we also recognize the markets reluctance to ascribe value to this strategy even in its best years.
Looking ahead, all meaningful drivers of business and earnings growth remain in place, embedded value on our balance sheet and in our funds is enormous
relative to our market cap, and approximately 90% of our alternative capital will now reside in long-term or unlimited duration structures. We have an exceptional group of businesses in place today, and we have tremendous confidence in the ability
of our company to grow and create value in the years ahead.
As of June 30, 2015, FMF assets under management (AUM) of approximately $2.3 billion represented
approximately 3% of total Fortress AUM. FMF has been the core strategy in the firms Liquid Markets business, which accounted for approximately 2% of total Fortress pre-tax distributable earnings (DE) in the last 12 months through
June 30, 2015. In aggregate, the firms Credit and Real Estate, Private Equity, Permanent Capital and traditional asset management businesses have delivered annualized growth in DE and AUM of 24% and 14%, respectively, over the past three
years.
About Fortress
Fortress Investment Group
LLC is a leading, highly diversified global investment firm with $72.0 billion in assets under management as of June 30, 2015. Founded in 1998, Fortress manages assets on behalf of approximately 1,700 institutional clients and private investors
worldwide across a range of private equity, credit, liquid hedge funds and traditional asset management strategies. Fortress is publicly traded on the New York Stock Exchange (NYSE: FIG). For additional information, please visit www.fortress.com.
Contact:
Gordon E. Runté
212-798-6082
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