Current Report Filing (8-k)
September 15 2017 - 4:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2017 (September 15, 2017)
Fortress Investment Group LLC
(Exact name of Registrant as specified in its charter)
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Delaware
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001-33294
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20-5837959
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(State or other jurisdiction
of incorporation)
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(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
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(Address of principal executive offices)
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(Zip Code)
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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):
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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))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for
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complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.
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On September 15, 2017, Fortress Investment Group LLC (the “Company”)
completed the previously announced sale of its traditional asset management business contemplated by that certain Purchase and Sale Agreement (the “Purchase and Sale Agreement”), dated as of July 7, 2017, by and among Fortress Asset
Management LLC, Fortress Asset Management GP LLC (together with Fortress Asset Management LLC, the “Sellers”), Logan Circle Partners, L.P. (“Logan Circle”), Logan Circle Partners GP, LLC (the “General Partner”), FIG LLC
(in a limited capacity), each of which is or, in the case of Logan Circle and the General Partner, prior to such sale was, an indirect subsidiary of the Company, and MetLife, Inc. (the “Parent Buyer”).
Pursuant to the Purchase and Sale Agreement, on September 15, 2017, a wholly owned subsidiary of the Parent Buyer purchased from the Sellers all of the
Sellers’ interests in Logan Circle and the General Partner for an aggregate purchase price of approximately $250,000,000, subject to certain customary adjustments and an allocation of $55,000,000 of the purchase price to an employee long-term
incentive plan (the “Logan Circle Sale”).
The foregoing description of the Purchase and Sale Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase and Sale Agreement, attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, dated July 7, 2017, and
incorporated herein by reference as Exhibit 2.1.
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Item 9.01.
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Financial Statements and Exhibits.
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Exhibit
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Description
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2.1
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Purchase and Sale Agreement, dated July 7, 2017, by and among Fortress Asset Management LLC, Fortress Asset Management GP LLC, Logan Circle Partners,
L.P., Logan Circle Partners GP, LLC, FIG LLC (solely for purposes of Section 5.1(j), Section 5.11 and Article IX), and MetLife, Inc. (incorporated by reference to the Registrant’s Current Report on Form 8-K, dated July 7, 2017).
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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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By:
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/s/ David Brooks
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David Brooks
General Counsel
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Date: September 15, 2017
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3
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