Fortress Announces Expiration And Preliminary Results Of Modified “Dutch Auction” Self-Tender Offer
March 07 2016 - 6:35AM
Business Wire
Fortress Investment Group LLC (NYSE:FIG) (“Fortress” or the
“Company”) today announced the expiration and preliminary results
of its modified “Dutch auction” self-tender offer to repurchase up
to $100 million in cash of its Class A shares, representing limited
liability company interests in the Company.
Fortress’s modified “Dutch auction” self-tender offer expired at
11:59 p.m., New York City time, on March 4, 2016. Based on the
preliminary count by American Stock Transfer & Trust Company,
LLC, the depositary for the self-tender offer, 4,798,863 of
Fortress’s Class A shares, including 924,805 Class A shares that
were tendered through notice of guaranteed delivery, were properly
tendered (and not properly withdrawn) at a price at or below the
final purchase price of $4.75 per share. In accordance with the
terms of the self-tender offer, and based on these preliminary
results, Fortress expects to repurchase 4,798,863 of its Class A
shares at the final purchase price of $4.75 per share, for a total
cost of approximately $22.8 million, excluding fees and expenses
relating to the self-tender offer. The Class A shares expected to
be repurchased in the self-tender offer represent approximately
2.17% of Fortress’s issued and outstanding Class A shares as of
March 4, 2016.
“We believe our shares are deeply undervalued, and we saw a
tender offer as a compelling opportunity to maximize economic value
for our long term shareholders,” said Fortress Chief Executive
Officer Randy Nardone. “We believe the undersubscribed tender offer
is clear evidence that shareholders share our view that there is
substantial upside to our valuation today.”
The number of Class A shares expected to be repurchased in the
self-tender offer is preliminary and subject to change. Fortress
will fund the repurchase of Class A shares in the self-tender offer
using a portion of its cash and cash equivalents on hand. Payment
for Fortress’s Class A shares accepted for purchase in the
self-tender offer will occur promptly after the final number of
Class A shares properly tendered and not properly withdrawn is
confirmed by the depositary for the self-tender offer.
Morgan Stanley & Co. LLC is serving as dealer manager for
the self-tender offer. Innisfree M&A Incorporated is serving as
information agent for the self-tender offer and American Stock
Transfer & Trust Company, LLC is serving as depositary for the
self-tender offer. Shareholders who have questions or need
information about the self-tender offer may contact Innisfree
M&A Incorporated at 1-888-750-5834.
ABOUT FORTRESS
Fortress Investment Group LLC is a leading, highly diversified
global investment firm with $70.5 billion in assets under
management as of December 31, 2015. Founded in 1998, Fortress
manages assets on behalf of over 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.
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 Annual Report on Form 10-K, 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. 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 Company’s expectations with regard
thereto or any change in events, conditions or circumstances on
which any statement is based.
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version on businesswire.com: http://www.businesswire.com/news/home/20160307005655/en/
INVESTOR & MEDIA RELATIONSFortress Investment
GroupGordon E. Runté, +1-212-798-6082grunte@fortress.com
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