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TOKYO and NEW YORK CITY—In a surprise move, Tokyo-based SoftBank Group Corp. said Tuesday it would merge with Fortress Investment Group LLC, the alternative asset manager which has been among the most active in commercial real estate. Expected to close in the second half of this year, the deal calls for SoftBank to acquire Fortress for approximately $3.3 billion in cash.

Post-merger, Fortress will operate within SoftBank as an independent business headquartered in New York City. Fortress principals Pete Briger, Wes Edens and Randy Nardone will continue leading the company, and have committed to invest 50% of their after-tax proceeds from the transaction in Fortress-managed funds and vehicles.

“Fortress's excellent track record speaks for itself, and we look forward to benefitting from its leadership, broad-based expertise and world-class investment platform,” says SoftBank's chairman and CEO, Masayoshi Son. “For SoftBank, this opportunity will immediately help expand our group capabilities, and, alongside our soon-to-be-established SoftBank Vision Fund platform, will accelerate our SoftBank 2.0 transformation strategy of bold, disciplined investment and world class execution to drive sustainable long-term growth.”

In a statement, Fortress co-chairmen Briger and Edens SoftBank says they're joining a company “with tremendous scale and resources, and a culture completely aligned with our focus on performance, service and innovation. We anticipate substantial benefits for our investors and business as a whole, and we have never been more optimistic about our prospects going forward.”

The deal is subject to approval by shareholders of the publicly traded Fortress. It has already been approved by a special committee of the company's independent directors, as well as by the full Fortress board.

J.P. Morgan Securities LLC acted as financial advisor, Weil, Gotshal & Manges LLP and Kirkland & Ellis LLP provided legal counsel, and KPMG LLP acted as accounting and tax advisor to SoftBank. Morgan Stanley & Co. LLC acted as financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP provided legal counsel to Fortress. Paul, Weiss, Rifkind, Wharton & Garrison LLP provided legal counsel to the Fortress principals. Evercore acted as financial advisor, and Davis Polk & Wardwell LLP provided legal counsel to the special committee of Fortress's board.

Founded in 1998, Fortress manages assets on behalf of over 1,750 institutional clients and private investors worldwide across a range of private equity, credit, real estate and traditional asset management strategies. It had $70.1 billion in assets under management globally as of this past Sept. 30. In a February 2015 profile of the company, PERE reported that in real estate, “Fortress has found some of the most fertile ground for opportunistic and distressed investing coming out of the financial crisis.”

Photo of SoftBank logo

TOKYO and NEW YORK CITY—In a surprise move, Tokyo-based SoftBank Group Corp. said Tuesday it would merge with Fortress Investment Group LLC, the alternative asset manager which has been among the most active in commercial real estate. Expected to close in the second half of this year, the deal calls for SoftBank to acquire Fortress for approximately $3.3 billion in cash.

Post-merger, Fortress will operate within SoftBank as an independent business headquartered in New York City. Fortress principals Pete Briger, Wes Edens and Randy Nardone will continue leading the company, and have committed to invest 50% of their after-tax proceeds from the transaction in Fortress-managed funds and vehicles.

“Fortress's excellent track record speaks for itself, and we look forward to benefitting from its leadership, broad-based expertise and world-class investment platform,” says SoftBank's chairman and CEO, Masayoshi Son. “For SoftBank, this opportunity will immediately help expand our group capabilities, and, alongside our soon-to-be-established SoftBank Vision Fund platform, will accelerate our SoftBank 2.0 transformation strategy of bold, disciplined investment and world class execution to drive sustainable long-term growth.”

In a statement, Fortress co-chairmen Briger and Edens SoftBank says they're joining a company “with tremendous scale and resources, and a culture completely aligned with our focus on performance, service and innovation. We anticipate substantial benefits for our investors and business as a whole, and we have never been more optimistic about our prospects going forward.”

The deal is subject to approval by shareholders of the publicly traded Fortress. It has already been approved by a special committee of the company's independent directors, as well as by the full Fortress board.

J.P. Morgan Securities LLC acted as financial advisor, Weil, Gotshal & Manges LLP and Kirkland & Ellis LLP provided legal counsel, and KPMG LLP acted as accounting and tax advisor to SoftBank. Morgan Stanley & Co. LLC acted as financial advisor, and Skadden, Arps, Slate, Meagher & Flom LLP provided legal counsel to Fortress. Paul, Weiss, Rifkind, Wharton & Garrison LLP provided legal counsel to the Fortress principals. Evercore acted as financial advisor, and Davis Polk & Wardwell LLP provided legal counsel to the special committee of Fortress's board.

Founded in 1998, Fortress manages assets on behalf of over 1,750 institutional clients and private investors worldwide across a range of private equity, credit, real estate and traditional asset management strategies. It had $70.1 billion in assets under management globally as of this past Sept. 30. In a February 2015 profile of the company, PERE reported that in real estate, “Fortress has found some of the most fertile ground for opportunistic and distressed investing coming out of the financial crisis.”

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.

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