Fortress Investment Group LLC (NYSE:FIG) Files An 8-K Termination of a Material Definitive AgreementItem 3.01. Termination of a Material Definitive Agreement.
On December 27, 2017, in connection with closing of the Merger, FIG LLC, a Delaware limited liability company and a subsidiary of the Company, repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, under that certain Credit Agreement, dated as of January15, 2016, by and among FIG LLC, as borrower, the guarantors party thereto, the lenders party thereto and Bank of America, N.A., in its capacity as administrative agent, and terminated all commitments thereunder.
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At the Founders Closing, that certain Shareholders Agreement, dated as of February13, 2007, by and among the Founders, the Company and the other parties thereto, as amended, terminated in accordance with its terms.
Item 3.01. Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the Introductory Note is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On December 27, 2017, in connection with the Merger, the Company notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE file with the SEC an application on Form 25 to report that the ClassA Shares are no longer listed on the NYSE. In addition, the Company intends to file with the SEC a certification and notice of termination on Form 15 with respect to the ClassA Shares, requesting that the ClassA Shares be deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that the reporting obligations of the Company with respect to the ClassA Shares under the Exchange Act be suspended.
Item 3.01. Material Modification to Rights of Security Holders.
The disclosure set forth in the Introductory Note and Item 3.01 are incorporated herein by reference.
Item 3.01. Changes in Control of Registrant.
to the Merger Agreement, at the Effective Time, the Company became a wholly owned indirect subsidiary of Parent. The disclosure set forth in the Introductory Note and Item 3.01 is incorporated herein by reference.
Item 3.01. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Following the Effective Time, Messrs. Briger, Edens and Nardone remained directors of the Company. In addition, following the Effective Time, each of Michael G. Rantz, George G. Wellde, Jr., Yoshimitsu Goto and Rajeev Misra became directors of the Company.
Item 3.01. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Immediately following the Effective Time, the Company’s sole member approved the amendment and restatement of the Company’s Limited Liability Company Agreement. A copy of the Fifth Amended and Restated Limited Liability Company Agreement of the Company is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.01 Other Events
On December 27, 2017, SoftBank issued a press release announcing the completion of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 3.01 Financial Statements and Exhibits.
(d) Exhibits.
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Fortress Investment Group LLC ExhibitEX-3.1 2 d515283dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 EXECUTION VERSION FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FORTRESS INVESTMENT GROUP LLC TABLE OF CONTENTS Page Article I DEFINITIONS 2 Section 1.1. Definitions 2 Section 1.2. Construction 4 Article II ORGANIZATION 4 Section 2.1. Formation 4 Section 2.2. Name 5 Section 2.3. Registered Office: Registered Agent: Principal Office: Other Offices 5 Section 2.4. Purposes 5 Section 2.5. Powers 5 Section 2.6. Power of Attorney 5 Section 2.7. Term 6 Section 2.8. Title to Company Assets 6 Article III THE MEMBER AND INTERESTS 6 Section 3.1. The Initial Member 6 Section 3.2. Capital Structure 7 Section 3.3. Capital Accounts 7 Section 3.4. Transfer 7 Article IV ALLOCATIONS AND DISTRIBUTIONS 7 Section 4.1. Allocations 7 Section 4.2. Distributions 7 Article V MANAGEMENT AND OPERATION OF BUSINESS 8 Section 5.1. Power and Authority of Board of Directors 8 Section 5.2. Class,…To view the full exhibit click here
About Fortress Investment Group LLC (NYSE:FIG)
Fortress Investment Group LLC (Fortress) is an investment management firm with approximately $70.5 billion in assets under management (AUM). The Company operates through segments, including private equity funds, permanent capital vehicles, credit hedge funds, credit PE funds, liquid hedge funds and Logan Circle. Its business is to sponsor the formation of, and provide investment management services for, various investment funds, permanent capital vehicles and related managed accounts (collectively, the Fortress Funds). Fortress makes investments in these funds. Fortress’s primary sources of income from the Fortress Funds are management fees, incentive income and investment income on its investments in the funds. The Company’s private equity business manages approximately $15.8 billion of AUM; credit funds business manages over $18.1 billion of AUM; liquid hedge funds business manages over $5.4 billion of AUM, and Logan Circle business manages approximately $31.2 billion of AUM.