SoftBank Group Corp. (TSE:9984) entered into definitive merger agreement to acquire Fortress Investment Group LLC (NYSE:FIG) from Peter Briger, Wes Edens, Randy Nardone and other shareholders for $3.3 billion on February 14, 2017. Under the terms of the merger agreement, each Fortress class A shareholder, company restricted share holder and RSU holder will receive $8.08 per share as consideration. Class B shares of Fortress Investment are exchangeable into class A shares. In related transaction, FIG Corp. and FIG Asset Co. LLC entered into a founder's agreement to acquire units of Fortress Operating Entity I LP, FOE II (NEW) LP and Principal Holdings I LP from Randal Nardone, Wesley Edens and Peter Briger. FIG Corp. and FIG Asset will pay $8.08 for each unit of Fortress Operating Entity I LP, FOE II (NEW) LP and Principal Holdings I LP. SoftBank entered into a new credit agreement in relation to a 5 year $1.4 billion term loan facility and 4.5 year $90 million revolving facility to fund the purchase price. Fortress will become a subsidiary of SoftBank and operate within SoftBank as an independent business headquartered in New York. SoftBank will maintain brand of Fortress. Under the terms of deal, in case of termination, Fortress Investment will pay $131.1 million as termination fees. Post-acquisition, Pete Briger, Wes Edens and Randy Nardone will lead Fortress. Fortress's senior investment professionals will remain in place. SoftBank will maintain personnel of Fortress. Fortress will operate within SoftBank as an independent business headquartered in New York. The Fortress principals have agreed to vote shares representing an aggregate of 34.99% of the outstanding Fortress voting shares held by them in favor of the transaction. The transaction is subject to approval by Fortress shareholders, approvals from governmental bodies including HSR and Committee on Foreign Investment in the United States. The transaction was unanimously approved by a special committee of independent directors of Fortress's Board of Directors and Fortress's full Board of Directors. The transaction has been approved by SoftBank Group. As on June 16, 2017, European Commission has approved the transaction. As on July 12, 2017, Fortress shareholders have approved the transaction. The transaction is expected to close in the second half of 2017. As of September 7, 2017, the transaction is expected to close by the end of 2017. Pete Briger, Wes Edens and Randy Nardone have committed to invest 50% of their after-tax proceeds from the transaction in Fortress-managed funds and vehicles and in equity securities of SoftBank and SoftBank-managed funds and vehicles. Mark Feldman of J.P. Morgan Securities LLC acted as financial advisors, Harvey Eisenberg, Michael Nissan, Mark Schwed, James R. Griffin, Jim Griffin, Ryan Taylor, Ryan Gorsche, Benjamin Adelson, Alexander Miachika, Timothy Ormsby, Clayton Collett, Daniel Waxman, Timothy Burns, Andrew Jacob, Stephanie Srulowitz, David Wohl, Venera Ziegler, Cassie Kimmelman, Carly Groobman, Gregory Denis, Marc Schubert, Matthew Merritt, Nathan Atkins, Andrew Colao, Banks Bruce, Alice Pang, Robert Chiperfield, Shawn Kodes, Matthew Nemeth, Derrick Cephas, Vadim Brusser, Jonathan Cheng, Sarah Downie, Paula Han, Corinne Nhaissi, John Kleinjan , Jared Rusman, Jonathan Macke, Joseph Reich, Soo Jin Kim, Greg Danilow, Paul Dutka, Sean Moloney, Ted Posner, Adam Safwat, Cecile Farmer, Timothy Welch of Weil, Gotshal & Manges LLP and Norm Champ, Sean Rodgers, Jeffrey Fine, Bobak Fatemizadeh, Ian John, Ian Conner, Mike Beinus, Ben Schreiner and Jared Rusman of Kirkland & Ellis LLP acted as legal advisors and KPMG LLP acted as accounting and tax advisor to SoftBank. Eric Bischof of Morgan Stanley & Co. LLC acted as financial advisor and Joseph Coco, Peter Serating, Blair Thetford, Michael Dorum, Heather Cruz, Regina Olshan, Michael Schwartz and David Polster of Skadden, Arps, Slate, Meagher & Flom LLP and Ariel J. Deckelbaum, Ellen N. Ching, Marco Masotti and Shelby E. Cohen of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to Fortress Principals. Saul Goodman, Will Hiltz, John Weinberg, Rafael Polanco, Alex Foster, Jeffrey Masse and Michael Aaronson of Evercore Group L.L.C. acted as financial advisors and John H. Butler, Jesse Kramer, Thomas D. Malinowsky, Lawrence Portnoy, David H. Schnabel, Rachel Lerner, Jeffrey P. Crandall, Ron M. Aizen, Gregory S. Rowland and James Pyo of Davis Polk & Wardwell LLP acted as legal advisors to the special committee of Fortress's Board of Directors. Paul Kranhold, Megan Bouchier, Jim Barron and Ben Spicehandler of Sard Verbinnen & Co acted as public relations advisors for SoftBank. Tracy Fojas of Baobob Advisors LLC acted as business management consultant to Pete Briger, Wes Edens, Randy Nardone and other shareholders. Nizar Al-Bassam and Dalinc Ariburnu of F.A.B. Partners arranged the transaction and advised SoftBank. William D. Regner and Andrew G. Jamieson of Debevoise & Plimpton LLP acted as legal advisor to Evercore. · Tim Baron andMindy Gilbert of Davies Ward Phillips & Vineberg LLP acted as legal advisors for Fortress Investment Group, LLC. Willkie Farr & Gallagher LLP acted as legal advisor to Morgan Stanley & Co. LLC. Ken Siegel of Morrison & Foerster LLP (Japan) acted as legal advisor to SoftBank Group Corp. (TSE:9984).