Form 8-K/A Fortress Investment Grou For: Oct 13

 

 

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)

 

001-33294		20-5837959
(Commission File Number)		(IRS Employer Identification No.)

 

1345 Avenue of the Americas, 46th Floor New York, New York		10105
(Address of principal executive offices)		(Zip Code)

Registrant’s 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):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	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.

 

Item 8.01.

Other Events.

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. Novogratz’s 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.

 

(d)

Exhibits.

 

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 Company’s beliefs as of the date of this report regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s 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 Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

 

2

---

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.

 

Date: October 14, 2015

 

3

---

EXHIBIT INDEX

 

Exhibit Number		Description
99.1		Press release, dated October 13, 2015, issued by Fortress Investment Group LLC

 

4

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 firm’s Liquid Markets business in 2002, is expected to retire from the firm and its Board of Directors at year end.

In conjunction with today’s 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, Fortress’s 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 Mike’s many contributions to Fortress over the years. While we regret closing a fund that has been productive in the past, we also recognize the market’s 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 firm’s 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 firm’s 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

 

2

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Dicello Levitt LLP Announces Investor Class Action Lawsuit Filed Against QuidelOrtho Corp. f/k/a Quidel Corp. (NASDAQ: QDEL) And Lead Plaintiff Deadline
• ENDEAVOR ALERT: Bragar Eagel & Squire, P.C. Investigates Merger of EDR and Encourages Investors to Contact the Firm
• CIDARA Therapeutics ALERT: Bragar Eagel & Squire, P.C. is Investigating Cidara Therapeutics, Inc. on Behalf of Cidara Therapeutics Stockholders and Encourages Investors to Contact the Firm