If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e),
Rule
13d-1(f)
or Rule
13d-1(g),
check the following box. ☐
The information required on the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
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CUSIP NO. 34958B106
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13D
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Page 2
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1
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NAME OF
REPORTING PERSONS
SoftBank Group Corp.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OR
ORGANIZATION
Japan
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
—
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8
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SHARED VOTING POWER
—
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9
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SOLE DISPOSITIVE POWER
—
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10
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SHARED DISPOSITIVE POWER
—
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
—
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
HC, CO
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CUSIP NO. 34958B106
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13D
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Page 3
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1
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NAME OF
REPORTING PERSONS
Foundation (GP) Holdings LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OR
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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|
SOLE VOTING POWER
—
|
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8
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SHARED VOTING POWER
—
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9
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|
SOLE DISPOSITIVE POWER
—
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|
|
10
|
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SHARED DISPOSITIVE POWER
—
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|
|
|
|
|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
—
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
O
O
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CUSIP NO. 34958B106
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13D
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Page 4
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1
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NAME OF
REPORTING PERSONS
SB Foundation Holdings (GP) LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OR
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
|
|
SOLE VOTING POWER
—
|
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8
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|
SHARED VOTING POWER
—
|
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9
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SOLE DISPOSITIVE POWER
—
|
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10
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SHARED DISPOSITIVE POWER
—
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
—
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
OO
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CUSIP NO. 34958B106
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13D
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Page 5
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1
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NAME OF
REPORTING PERSONS
SB Foundation Holdings LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (see instructions)
(a) ☒ (b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (see instructions)
OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
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6
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CITIZENSHIP OR PLACE OR
ORGANIZATION
Cayman
Islands
|
|
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
—
|
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|
8
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SHARED VOTING POWER
—
|
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9
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SOLE DISPOSITIVE POWER
—
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10
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SHARED DISPOSITIVE POWER
—
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
—
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
0%
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14
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TYPE OF REPORTING PERSON
PN
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This Amendment No. 1 (“Amendment No. 1”) amends the Schedule 13D (the “Original Schedule
13D”) filed by SB Foundation Holdings LP, a Cayman Islands exempted limited partnership (“SBFH”), SB Foundation Holdings (GP) LLC, a Cayman Islands limited liability company (“Holdings”), and SoftBank Group Corp., a Japanese
kabushiki kaisha
, and the ultimate parent of Holdings and SBFH (“SoftBank”), on February 14, 2017 relating to the Class A Shares and Class B Shares of Fortress Investment Group LLC, a Delaware limited liability
company (“Issuer”).
Capitalized terms used but not defined herein have the meanings assigned to them in the Original Schedule 13D. Unless set
forth below, all previous Items set forth in the Original Schedule 13D are unchanged.
Item 2. Identity and Background.
Item 2 of the Original Schedule 13D is hereby amended and supplemented by adding Foundation (GP) Holdings LLC (“Foundation GP”) as a Reporting
Person:
On July 13, 2017, in connection with the planning for the post-closing ownership of the Issuer, all of the membership interests in Holdings
were assigned by SoftBank to Foundation GP, and SoftBank became the sole member of Foundation GP. As a result, Softbank is included as a Reporting Person solely because it is the sole member of Foundation GP, which is the sole member of Holdings,
which is the general partner of SBFH. Foundation GP is member managed by SoftBank. Foundation GP is included as a Reporting Person solely because it is the sole member of Holdings, which is the general partner of SBFH. Holdings is member managed by
Foundation GP.
Foundation (GP) Holdings LLC
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(a) Name of Person Filing
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Foundation (GP) Holdings LLC
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(b) Address of Principal Business Office
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c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman
KY1-9008,
Cayman Islands
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(c) Principal Business
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Wholly owned subsidiary of SoftBank formed for purposes of managing SoftBank’s interest in SBFH.
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(d) — (e) Criminal and Civil Proceedings
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During the last five years, neither Foundation GP nor, to Foundation GP’s knowledge, any of the individuals referred to in Schedule A, has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws, or finding violations with respect to such laws.
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(f) Place of Organization
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Cayman Islands
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Schedule A to the Original Schedule 13D is hereby amended and restated in its entirety by Schedule A to this Amendment No. 1.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On December 27, 2017, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Issuer, with the Issuer surviving the Merger
as a wholly-owned, privately-held subsidiary of SBFH. Upon completion of the Merger, the Voting Agreements between SBFH and each of the Founders and their related parties terminated in accordance with their terms.
Item 4. Purpose of Transaction
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
As described in Item 3 above, on December 27, 2017, pursuant to the terms of the Merger Agreement, Merger Sub was merged with and into the Issuer, with
the Issuer surviving the Merger as a wholly-owned, privately-held subsidiary of SBFH. As a result of the Merger, each Class A Share of the Issuer (other than shares (i) held by the Issuer as treasury stock or (ii) owned by SBFH,
Merger Sub or any subsidiary of the Issuer) and each restricted stock unit with respect to the Class A shares outstanding immediately prior to the effective time of the Merger was converted into the right to receive $8.08 in cash, and each
Class B Share outstanding immediately prior to the effective time of the Merger was cancelled and retired in exchange for no consideration. Upon completion of the Merger, each of the Voting Agreements terminated in accordance with its terms.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety by the following:
(a) - (b) As a result of the completion of the Merger and the termination of the Voting Agreements, the Reporting Persons are no longer deemed, for
purposes of Rule
13d-3
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to beneficially own any Class A Shares or Class B Shares.
To the knowledge of the Reporting Persons, none of the persons named in Schedule A beneficially owns any Class A Shares or Class B Shares.
Neither the filing of this Amendment No. 1 nor any of its contents shall be deemed to constitute an admission by any Reporting Person that it was the
beneficial owner of any of the Class A Shares or Class B Shares referred to in the Original Schedule 13D for purposes of Section 13(d) of the Exchange Act or for any other purpose.
(c) Except as described in this Amendment No. 1, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any persons named in
Schedule A has effected any transaction in the securities of Issuer reported herein during the past 60 days.
(d) Not applicable.
(e) As a result of the transactions described in Item 4 above, as of December 27, 2017, the Reporting Persons ceased to be deemed to be beneficial owners
of more than five percent of the outstanding Class A Shares, the Class B Shares and the combined voting power of the Class A Shares and the Class B Shares.
Item 7. Material to Be Filed as Exhibits
Item 7 of
the Original Schedule 13D is hereby amended to replace Exhibit 99.5 of the Original Schedule 13D with the following:
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99.5
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Joint Filing Agreement, dated as of December 29, 2017, by and among SoftBank Group Corp., Foundation (GP) Holdings LLC, SB Foundation Holdings (GP) LLC and SB Foundation Holdings LP*
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
Dated: December 29, 2017
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SOFTBANK GROUP CORP.
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/s/ Masayoshi Son
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Name:
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Masayoshi Son
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Title:
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Chairman & CEO
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FOUNDATION (GP) HOLDINGS LLC
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By:
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/s/ Brian Wheeler
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Name:
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Brian Wheeler
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Title:
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General Counsel
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SB FOUNDATION HOLDINGS (GP) LLC
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By:
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/s/ Brian Wheeler
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Name:
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Brian Wheeler
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Title:
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General Counsel
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SB FOUNDATION HOLDINGS LP
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By:
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SB Foundation Holdings (GP) LLC, its general partner
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By:
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/s/ Brian Wheeler
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Name:
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Brian Wheeler
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Title:
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General Counsel
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Schedule A
EXECUTIVE OFFICERS AND DIRECTORS
OF
SOFTBANK GROUP CORP.
Set forth below is a list of each executive officer and director of SoftBank Group Corp. setting forth the business address and present principal
occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.
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Name and Business Address
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Present Principal Occupation (principal
business of employer)
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Name and Address of Corporation or
Other
Organization (if different from address provided in
Column 1)
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Masayoshi Son*, a citizen of Japan
SoftBank
Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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Chairman & CEO of SoftBank Group Corp.
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Ken Miyauchi*, a citizen of Japan
SoftBank
Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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Representative Director, President & COO of SoftBank Group Corp. and Director of Yahoo Japan Corporation
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Ronald D. Fisher*, a citizen of the United
States of America
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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Director and Vice Chairman of of SoftBank Group Corp. and President of SoftBank Holdings Inc.
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Softbank Holdings Inc.
38 Glen Avenue
Newton, Massachusetts 02459
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Yun Ma*, a citizen of the People’s Republic of China
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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Director of SoftBank Group Corp. and Executive Chairman of Alibaba Group Holding Limited
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Alibaba Group Holding Limited
Hangzhou
Office
18-19/F
Xihu International Building A
391 Wen Er Road Hangzhou 310013
People’s Republic of
China
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Marcelo Claure*, a citizen of the
United States
of America
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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Director of SoftBank Group Corp. and President and CEO of Sprint Corp.
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Sprint Corp.
6200 Sprint Pkwy.
Overland Park, KS, 66251
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Rajeev Misra*, a citizen of the
United
Kingdom
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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Director of SoftBank Group Corp. and CEO of SB Investment Advisers (UK) Limited
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A-1
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Name and Business Address
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Present Principal Occupation (principal
business of employer)
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Name and Address of Corporation or
Other
Organization (if different from address provided in
Column 1)
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Simon Segars*, a citizen of the
United
Kingdom
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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Director of SoftBank Group Corp. and CEO of Arm Holdings plc
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Arm Holdings plc
150 Rose Orchard Way
San Jose, CA 95134
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Tadashi Yanai*, a citizen of Japan
SoftBank
Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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External Director of SoftBank Group Corp.; Chairman, President & CEO of FAST RETAILING CO., LTD.; Chairman, President and CEO of UNIQLO co., Ltd; and Chairman of GOV RETAILING CO., LTD
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FAST RETAILING CO., LTD.
717-1
Sayama, Yamaguchi City, Yamaguchi
754-0894,
Japan
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Mark Schwartz*, a citizen of the
United States
of America
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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External Director of SoftBank Group
Corp.;
Senior Director of The Goldman
Sachs Group, Inc.
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Goldman Sachs (Asia) LLC
Cheung Kong Center,
68th Floor
2 Queens’s Road Central
Hong
Kong
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Yasir O.
Al-Rymayyan*,
a citizen of
Saudi Arabia
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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External Director of SoftBank Group Corp.; Managing Director of Public Investment Fund of Saudi Arabia
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Public Investment Fund of Saudi Arabia AlRaidah Digital City
Al-Nakheel,
P.O. Box 6847,
Riyadh 11452,
Kingdom of Saudi Arabia
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Soichiro Uno**, a citizen of Japan
SoftBank
Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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Audit & Supervisory Board Member of SoftBank Group Corp.; Partner at Nagashima Ohno & Tsunematsu
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Hidekazu Kubokawa**, a citizen of Japan
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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Audit & Supervisory Board Member of SoftBank Group Corp.; Representative Partner at Yotsuya Partners Accounting Firm; Audit & Supervisory Board Member of Digital Arts Inc.; Corporate Auditor of KYORITSU PRINTING
CO., LTD.; Auditor of Pado Corporation
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Maurice Atsushi Toyama**, a citizen of the
United States of America SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303
Japan
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Full-time Audit & Supervisory
Board
Member of SoftBank
Group Corp.
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A-2
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Name and Business Address
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Present Principal Occupation (principal
business of employer)
|
|
Name and Address of Corporation or
Other
Organization (if different from address provided in
Column 1)
|
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Masato Suzaki, a citizen of Japan
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303,
Japan
|
|
Full-time Audit & Supervisory
Board
Member of SoftBank
Group Corp.
|
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Yoshimitsu Goto, a citizen of Japan
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303,
Japan
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Senior Executive Corporate Officer of SoftBank Group Corp.
|
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Kazuhiko Fujihara, a citizen of Japan
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303,
Japan
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Senior Executive Corporate Officer of SoftBank Group Corp.
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Fumihiro Aono, a citizen of Japan
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303,
Japan
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Executive Corporate Officer of SoftBank Group Corp.
|
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Kazuko Kimiwada, a citizen of Japan
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303,
Japan
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Executive Corporate Officer of SoftBank Group Corp.
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Ren Tanaka, a citizen of Japan
SoftBank
Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303,
Japan
|
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Corporate Officer of SoftBank
Group
Corp.
|
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Kentaro Matsui, a citizen of Japan
SoftBank Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303,
Japan
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Corporate Officer of SoftBank
Group
Corp.
|
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A-3
EXECUTIVE OFFICERS
OF
FOUNDATION (GP)
HOLDINGS LLC
Set forth below is a list of each executive officer of Foundation (GP) Holdings LLC setting forth the business address and present
principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.
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|
|
Name and Business Address
|
|
Present Principal Occupation (principal
business of employer)
|
|
Name and Address of Corporation or
Other
Organization (if different from address provided in
Column 1)
|
|
Jonathan Bullock, a citizen of the United Kingdom
SB Investment Advisers (UK) Limited
69 Grosvenor Street
London W1K 3JP
|
|
Chief Operating Officer of SB Investment Advisers (UK) Limited
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Brian Wheeler, a citizen of the United States
SB Investment Advisers (US) Inc.
1 Circle Star Way
San Carlos, CA 94070
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General Counsel of SB Investment Advisers (US) Inc.
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EXECUTIVE OFFICERS
OF
SB FOUNDATION
HOLDINGS (GP) LLC
Set forth below is a list of each executive officer of SB Foundation Holdings (GP) LLC setting forth the business address and
present principal occupation or employment (and the name and address of any corporation or organization in which such employment is conducted) of each person.
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Name and Business Address
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Present Principal Occupation (principal
business of employer)
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Name and Address of Corporation or Other
Organization (if different from address provided
in
Column 1)
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Masayoshi Son, a citizen of Japan
SoftBank
Group Corp.
1-9-1
Higashi-Shimbashi,
Minato-ku,
Tokyo
105-7303,
Japan
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Chairman & CEO of SoftBank Group Corp.
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Jonathan Bullock, a citizen of the United Kingdom
SB Investment Advisers (UK) Limited
69 Grosvenor Street
London W1K 3JP
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Chief Operating Officer of SB Investment Advisers (UK) Limited
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Brian Wheeler, a citizen of the United States
SB Investment Advisers (US) Inc.
1 Circle Star Way
San Carlos, CA 94070
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General Counsel of SB Investment Advisers (US) Inc.
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A-4
