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Item 1.
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Security and Issuer.
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This Amendment No. 1 to Schedule 13D is being filed by Nomura Investment Managers U.S.A., Inc. (“NIM”, or the “Reporting Person”) to amend the Schedule 13D filed on May 29, 2009 (as amended, this “Schedule 13D”) with respect to the shares of Class A Common Stock, no par value per share (the “Class A Shares”), of Fortress Investment Group LLC (the “Issuer”).
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Item 2.
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Identity and Background.
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Item 2 is hereby amended and restated as follows:
This Schedule 13D is being filed by the Reporting Person. Nomura Holdings, Inc. (“NHI”) is deemed to control NIM for purposes of the Act.
NIM is a corporation incorporated under the laws of the State of Delaware. NHI is a corporation incorporated under the laws of Japan. The principal business of NIM is any lawful business activity, including acquiring, holding and disposing of interests in various companies for investment purposes. The principal business of NHI includes retail investment consultation services, asset management services and wholesale investment products and services. The principal business address of NIM and NHI is, 1-9-1, Nihonbashi, Chuo-ku, Tokyo 103-8011, Japan.
Attached as Schedule A hereto and incorporated by reference herein is a list of (i) all executive officers and directors of NIM, (ii) all persons controlling NIM (including NHI), and (iii) all executive officers and directors of any corporations ultimately in control of any of the foregoing (including NHI). Such Schedule A also sets forth the address, principal occupation or employment and, with respect to natural persons, citizenship of each person listed thereon.
During the past five years, none of NIM or NHI nor, to the knowledge of the Reporting Person, any of the persons listed on Schedule A hereto: (i) has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 any violation with respect to such laws.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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No material change.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended and restated as follows:
Effective as of April 3, 2013, Mr. Takumi Shibata, resigned from the Board of Directors (the “Board”) of the Issuer, in connection with his retirement from NHI and NIM. In connection with the resignation of Mr. Shibata, NIM has waived its right to cause the Board to nominate individuals designated by NIM so that NIM will no longer have one designee on the Board.
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CUSIP No. 34958B106
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SCHEDULE 13D |
Page 4 of 12
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The Reporting Person expects that it will, from time to time, review its investment position in the Issuer and may, depending on the Issuer’s performance and other market conditions, determine to sell Class A Shares, either in the open market or in privately-negotiated transactions. Whether the Reporting Person disposes of any Class A Shares, and the amount and timing of any such transactions, will depend upon the Reporting Person’s continuing assessments of pertinent factors, including the market for Class A Shares at particular price levels, the Issuer’s and the Reporting Person’s business and prospects, other business investment opportunities available to the Reporting Person, economic conditions, stock market conditions, money market conditions, the actions of the Board, management of the Issuer and other shareholders of the Issuer, the availability and nature of opportunities to dispose of the Reporting Person’s interest in the Issuer, to realize trading profits or minimize trading losses, and other plans and requirements of the Reporting Person.
The Reporting Person also has the right, which may be exercised no more than two times for so long as it and its permitted transferees hold securities of the Issuer representing at least 2.5% of the voting power of the Issuer, to request that the Issuer register securities of the Issuer representing at least 2.5% of the total voting power of the Class A Shares under the Securities Act of 1933 (the “Securities Act”). Subject to certain exceptions, whenever the Issuer proposes to register any of its equity under the Securities Act, NIM and its permitted transferees holding at least 1% of the voting power of the Issuer have the right to request registration of all or a portion of such person’s securities.
Depending upon the factors noted above, the Reporting Person may also decide to hold or dispose of all or part of its investment in Class A Shares, make a demand registration request at any time requiring the Issuer to register all or a part of the Reporting Person’s investment in Class A Shares and/or enter into derivative transactions with institutional counterparties with respect to the Issuer’s securities, including the Class A Shares.
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Item 5.
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Interest in Securities of Issuer.
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Item 5 is hereby amended and restated as follows:
All calculations of percentage ownership in this Schedule 13D are based on the information provided by the Issuer in its Form 10-K that, as of February 26, 2013, the total number of Class A Shares outstanding was 218,334,273.
NIM beneficially owns 60,568,275 Class A Shares (approximately 27.7% of the total number of Class A Shares outstanding). NIM has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such 60,568,275 Class A Shares. As the sole shareholder of NIM, NHI may be deemed to beneficially own and to have the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, all such 60,568,275 Class A Shares.
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CUSIP No. 34958B106
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SCHEDULE 13D |
Page 5 of 12
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Except as set forth in this Schedule 13D, to the knowledge of the Reporting Person, none of NIM or NHI, nor any person listed on Schedule A hereto, has effected any transactions in Class A Shares during the past 60 days.
No person other than NIM and NHI is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by NIM and NHI.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby amended and supplemented by the following.
In connection with the resignation of Mr. Shibata, NIM has waived its right under the Investor Shareholder Agreement to cause the Board to nominate individuals designated by NIM so that NIM will no longer have one designee on the Board.
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Item 7.
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Material to be Filed as Exhibits.
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Item 7 is hereby amended and supplemented by adding the following.
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Exhibit 3
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Letter, dated as of March 29, 2013, from Nomura Investment Managers U.S.A., Inc. to Fortress Investment Group LLC.
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CUSIP No. 34958B106
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SCHEDULE 13D |
Page 6 of 12
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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.
Date: April 10, 2013
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Nomura Investment Managers U.S.A., Inc.
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/s/ Takumi Kitamura |
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By: Takumi Kitamura
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Its: President and Secretary
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CUSIP No. 34958B106
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SCHEDULE 13D |
Page 7 of 12
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Schedule A
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Executive Officers and Directors of Nomura Investment Managers U.S.A., Inc.
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Name
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Address
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Position
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Present Principal Occupation or Employment
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Citizenship
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Takumi Kitamura
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c/o Nomura Holdings, Inc.,
1-9-1, Nihonbashi, Chuo-ku, Tokyo 103-8011, Japan
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President and Secretary and Director
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Managing Director
and Co-Deputy CFO of NHI
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Japan
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Executive Officers and Directors of Nomura Holdings, Inc.
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Name
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Address
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Position
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Present Principal Occupation or Employment
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Citizenship
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Nobuyuki Koga
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1-9-1, Nihonbashi,
Chuo-ku, Tokyo
103-8011, Japan
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Chairman of the Board/Director
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Chairman of the Board/
Director of NHI
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Japan
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Koji Nagai
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1-9-1, Nihonbashi,
Chuo-ku, Tokyo
103-8011, Japan
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Group CEO/ Representative Executive Officer
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Group CEO/ Representative Executive Officer of NHI
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Japan
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Atsushi Yoshikawa
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1-9-1, Nihonbashi,
Chuo-ku, Tokyo
103-8011, Japan
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Group COO/ Representative Executive Officer
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Group COO/ Representative Executive Officer of NHI
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Japan
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Toshio Morita
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1-9-1, Nihonbashi,
Chuo-ku, Tokyo
103-8011, Japan
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Executive Managing Director
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Executive Managing
Director of NHI
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Japan
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Toshihiro Iwasaki
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1-9-1, Nihonbashi,
Chuo-ku, Tokyo
103-8011, Japan
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Executive Managing Director
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Executive Managing
Director of NHI
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Japan
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CUSIP No. 34958B106
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SCHEDULE 13D |
Page 8 of 12
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Shoichi Nagamatsu
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1-9-1, Nihonbashi,
Chuo-ku, Tokyo
103-8011, Japan
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Executive Managing Director
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Executive Managing
Director of NHI
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Japan
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Shigesuke Kashiwagi
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1-9-1, Nihonbashi,
Chuo-ku, Tokyo
103-8011, Japan
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Executive Managing Director
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Executive Managing
Director of NHI
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Japan
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Haruo Tsuji
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22-22 Nagaike-cho,
Abeno-ku, Osaka
545-8522, Japan
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Director
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Special Advisor to Sharp Corporation
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Japan
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Tsuguoki Fujinuma
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1-13-27 Kasuga,
Bunkyo-ku, Tokyo
112-8551, Japan
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Director
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Certified Public Accountant
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Japan
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Masahiro Sakane
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2-3-6 Akasaka,
Minato-ku, Tokyo
107-8414, Japan
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Director
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Director and Councilor of Komatsu Ltd.
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Japan
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Dame Clara Furse
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1 Angel Lane
London EC4R 3AB, UK
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Director
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Member of the Bank of
England’s Financial Policy Committee
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UK, Canada
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Takao Kusakari
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2-3-2 Marunouchi,
Chiyoda-ku, Tokyo
100-0005, Japan
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Director
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Corporate Advisor to NYK Line
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Japan
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Toshinori Kanemoto
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2-2-2 Marunouchi,
Chiyoda-ku,
Tokyo 100-0005,
Japan
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Director
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Of-Counsel, City-Yuwa Partners
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Japan
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Michael Lim Choo San
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10 Marina Boulevard,
Marina Bay Financial Centre Tower 2, #36-01
Singapore 018983
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Director
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Chairman of Nomura
Singapore Limited
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Singapore
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Masanori Itatani
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1-9-1, Nihonbashi,
Chuo-ku, Tokyo
103-8011, Japan
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Director
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Director of NHI
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Japan
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CUSIP No. 34958B106
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SCHEDULE 13D |
Page 9 of 12
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Masanori Nishimatsu
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1-9-1, Nihonbashi,
Chuo-ku, Tokyo
103-8011, Japan
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Director
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Director of NHI
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Japan
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David Benson
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1 Angel Lane
London EC4R 3AB, UK
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Director
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Director of NHI
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UK
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CUSIP No. 34958B106
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SCHEDULE 13D |
Page 10 of 12
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Exhibit 3
Letter
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CUSIP No. 34958B106
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SCHEDULE 13D |
Page 11 of 12
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NOMURA INVESTMENT MANAGERS U.S.A., INC.
2 World Financial Center
New York, N.Y. 10281
March 29, 2013
Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, NY 10105
Attn: David Brooks, General Counsel
Re: Investor Shareholder Agreement
Dear Mr. Brooks:
We are writing in reference to the Investor Shareholder Agreement dated as of January 17, 2007 (the “Agreement”) between Fortress Investment Group Holdings LLC (“Fortress”) and Nomura Investment Managers U.S.A., Inc. (“NIM”) and that certain letter, dated as of the date hereof (the “Resignation Letter”), from Takumi Shibata to the Board of Directors of Fortress (the “Board”).
In connection with the resignation of Mr. Shibata from the Board as effected by the Resignation Letter, pursuant to Sections 2.1(c)(i) and 8.13(a) of the Agreement Nomura hereby elects to waive and relinquish the right to designate a member of the Board in accordance with Section 2.1(a) of the Agreement effective as of April 3, 2013. Except as set forth in the preceding sentence, nothing in this letter is intended to operate as a waiver or modification of any right or provision under the Agreement, and the Agreement shall remain in full force and effect in accordance with its terms.
Although Nomura will no longer have the right for a designee on the Board, as a significant investor in Fortress we value the long relationship between Nomura and Fortress and look forward to continuing our relationship in the future. As always, we are available to discuss any questions or concerns with respect to this letter or otherwise.
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Sincerely yours, |
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NOMURA INVESTMENT MANAGERS U.S.A., INC.
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By: |
NOMURA HOLDINGS, INC.,
as sole shareholder
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By:
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/s/ Atsushi Yoshikawa |
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Atsushi Yoshikawa
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President and Group COO
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Wholesale CEO
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CUSIP No. 34958B106
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SCHEDULE 13D |
Page 12 of 12
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cc: Joseph A. Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036