Fortress Announces Commencement of Tender Offer to Repurchase up to $100 Million of its Class A Shares
February 05 2016 - 6:01AM
Business Wire
Fortress Investment Group LLC (NYSE:FIG) (“Fortress” or the
“Company”) announced today the commencement of a modified “Dutch
auction” self-tender offer to repurchase up to $100,000,000 in cash
of its Class A shares, representing limited liability company
interests in the Company, at a price per share within the range of
$4.25 to $4.75, less applicable withholding taxes and without
interest. The NYSE closing price of Fortress’s Class A shares on
February 4, 2016 was $4.01 per share.
The tender offer will expire on March 4, 2016 at 11:59 p.m., New
York City time, unless the tender offer is extended or withdrawn by
the Company. Tenders of shares must be made prior to the expiration
of the tender offer and may be withdrawn at any time prior to the
expiration of the tender offer, in each case in accordance with the
procedures described in the tender offer materials that are being
distributed to shareholders.
The Company believes that the modified “Dutch auction” tender
offer mechanism is a prudent use of the Company’s financial
resources and an efficient way to return capital to shareholders
who wish to receive cash for all or a portion of their shares.
A modified “Dutch auction” self-tender offer allows shareholders
to tender their shares pursuant to (i) auction tenders whereby
shareholders indicate at what price within the Company’s specified
range (in increments of $0.05 per share) they wish to tender or
(ii) purchase price tenders whereby shareholders indicate they are
willing to sell their shares to the Company at the purchase price
determined in the tender offer. When the tender offer expires, the
Company will determine the purchase price, which will be the lowest
price per share within the Company’s specified range that will
enable the Company to purchase the maximum number of shares
properly tendered in the tender offer and not properly withdrawn
having an aggregate purchase price not exceeding $100,000,000 (or,
if the tender offer is not fully subscribed, all shares properly
tendered and not properly withdrawn up to $100,000,000), taking
into account the number of shares tendered pursuant to auction
tenders and purchase price tenders and the prices specified by
shareholders tendering shares pursuant to auction tenders.
All shares accepted for payment will be purchased at the same
purchase price, regardless of whether they were tendered at a lower
price. Upon the terms and subject to the conditions of the tender
offer, shareholders will receive the purchase price in cash, less
any applicable withholding taxes and without interest, for shares
properly tendered (and not properly withdrawn) at prices equal to
or less than the purchase price. If shares are tendered at prices
at or below the purchase price with an aggregate purchase price of
more than $100,000,000, tendering shareholders whose shares are
tendered at or below the purchase price owning fewer than 100
shares, or “odd lot” holders, will have their shares purchased
without proration and all other tendered shares will be purchased
on a pro rata basis, subject to the conditional tender provisions
described in the Offer to Purchase. The terms and conditions of the
tender offer are set forth in an Offer to Purchase, Letter of
Transmittal and related documentation that are being distributed to
holders of the Company’s shares and have been filed with the U.S.
Securities and Exchange Commission (the “SEC”). Shareholders whose
shares are purchased in the tender offer will be paid the purchase
price net in cash, less applicable withholding taxes and without
interest, promptly after the expiration of the tender offer. All
shares tendered at prices above the purchase price will not be
purchased and will be returned promptly after the expiration of the
tender offer to the tendering shareholders. The tender offer will
remain open for at least 20 business days. The Company also
reserves the right to purchase up to an additional 2% of its shares
outstanding pursuant to and without amending or extending the
tender offer.
Fortress will use a portion of its cash and cash equivalents on
hand to fund the repurchase of shares in the tender offer. The
tender offer is not conditioned upon obtaining financing or any
minimum number of shares being tendered; however, the tender offer
is subject to a number of other terms and conditions, which are
specified in the Offer to Purchase.
The Company’s directors and executive officers have informed the
Company of their intention not to tender any shares in the tender
offer.
Morgan Stanley & Co. LLC (the “Dealer Manager”) will serve
as dealer manager for the tender offer. Innisfree M&A
Incorporated (the “Information Agent”) will serve as information
agent for the tender offer and American Stock Transfer & Trust
Company, LLC (the “Depositary”) will serve as depositary for the
tender offer. For more information about the tender offer, please
contact Innisfree M&A Incorporated at 1-888-750-5834.
While the Company’s board of directors authorized the tender
offer, it has not made and will not be making, and none of the
Company, the Company’s principals, affiliates or subsidiaries, the
Dealer Manager, the Information Agent or the Depositary has made or
is making, any recommendation to the Company’s shareholders as to
whether to tender or refrain from tendering their shares or as to
the price or prices at which shareholders may choose to tender
their shares. Shareholders must make their own decision as to
whether to tender their shares and, if so, how many shares to
tender and the price or prices at which to tender them.
Shareholders are urged to discuss their decision with their tax
advisors, financial advisors and/or brokers.
The discussion of the tender offer contained in this press
release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell shares. The
offer to purchase and the solicitation of the Company’s shares are
made only pursuant to the Offer to Purchase, the related Letter of
Transmittal, and other related materials mailed or otherwise
delivered to shareholders. Shareholders should read those materials
and the documents incorporated therein by reference carefully when
they become available because they will contain important
information, including the terms and conditions of the tender
offer. The Company will file a Tender Offer Statement on Schedule
TO (the “Tender Offer Statement”) with the SEC. The Tender Offer
Statement, including the Offer to Purchase, the related Letter of
Transmittal and other related materials, will also be available to
shareholders at no charge on the SEC’s website at
www.sec.gov or from the information agent for the tender
offer, Innisfree M&A Incorporated. Shareholders are urged to
read those materials carefully prior to making any decisions with
respect to the tender offer.
ABOUT FORTRESS
Fortress Investment Group LLC is a leading, highly diversified
global investment firm with $74.3 billion in assets under
management as of September 30, 2015. Founded in 1998, Fortress
manages assets on behalf of approximately 1,800 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.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute
“forward-looking statements,” including statements as to the
amount, timing and manner of the Company’s self-tender offer. These
statements are not historical facts, but instead represent only the
Company’s beliefs regarding future events, many of which, by their
nature, are inherently uncertain and outside of the Company’s
control. For a discussion of some of the risks and important
factors that could affect such forward-looking statements, see the
sections entitled “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” in the
Company’s Quarterly Report on Form 10-Q, which is available on the
Company’s website (www.fortress.com). In addition, new risks and
uncertainties emerge from time to time, and it is not possible for
the Company to predict or assess the impact of every factor that
may cause its actual results to differ from those contained in any
forward-looking statements. Accordingly, you should not place undue
reliance on any forward-looking statements contained in this press
release. The Company can give no assurance that the expectations of
any forward-looking statement will be obtained.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160205005253/en/
Fortress Investment GroupGordon E. Runté,
+1-212-798-6082grunte@fortress.com
Simplify Exchang (NYSE:FIG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Simplify Exchang (NYSE:FIG)
Historical Stock Chart
From Apr 2023 to Apr 2024