0001341004-15-000144.txt : 20150218 0001341004-15-000144.hdr.sgml : 20150216 20150217151535 ACCESSION NUMBER: 0001341004-15-000144 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150217 DATE AS OF CHANGE: 20150217 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: New Residential Investment Corp. CENTRAL INDEX KEY: 0001556593 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 453449660 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87832 FILM NUMBER: 15621568 BUSINESS ADDRESS: STREET 1: 1345 Avenue of the Americas CITY: New York STATE: NY ZIP: 10105 BUSINESS PHONE: 212-479-3195 MAIL ADDRESS: STREET 1: 1345 Avenue of the Americas CITY: New York STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: New Residential Investment LLC DATE OF NAME CHANGE: 20121214 FORMER COMPANY: FORMER CONFORMED NAME: Spinco Inc. DATE OF NAME CHANGE: 20120821 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fortress Investment Group LLC CENTRAL INDEX KEY: 0001380393 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 46TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: Fortress Investment Group Holdings LLC DATE OF NAME CHANGE: 20061107 SC 13G 1 sc13g.htm SCHEDULE 13G sc13g.htm
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*
 
New Residential Investment Corp.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
64828T201
(CUSIP Number)
 
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this schedule is filed:
 
o Rule 13d-1(b)
o Rule 13d-1(c)
þ Rule 13d-1(d)
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
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).
 
 
 
 

CUSIP No.: 64828T201
1
NAME OF REPORTING PERSON
FIG LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
5
SOLE VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6
SHARED VOTING POWER
8,514,102
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
8,514,102
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,514,102
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%(1)
12
TYPE OF REPORTING PERSON
OO

 
(1)
Based on 141,434,905 Common Stock shares outstanding as of December 31, 2014, as provided by the Issuer, plus 7,995,557 options beneficially owned by FIG LLC that, as of December 31, 2014, were exercisable within 60 days.
 
 
2
 

CUSIP No.: 64828T201
1
NAME OF REPORTING PERSON
Fortress Operating Entity I LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
5
SOLE VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6
SHARED VOTING POWER
8,514,102(1)
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
8,514,102(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,514,102(1)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%(2)
12
TYPE OF REPORTING PERSON
PN

 
 
(1)
Solely in its capacity as the holder of all the issued and outstanding interests of FIG LLC.
 
(2)
Based on 141,434,905 Common Stock shares outstanding as of December 31, 2014, as provided by the Issuer, plus 7,995,557 options beneficially owned by FIG LLC that, as of December 31, 2014, were exercisable within 60 days.
 
 
3
 

CUSIP No.: 64828T201
1
NAME OF REPORTING PERSON
FIG Corp.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
5
SOLE VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6
SHARED VOTING POWER
8,514,102(1)
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
8,514,102(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,514,102
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%(2)
12
TYPE OF REPORTING PERSON
CO

 
(1)
Solely in its capacity as the general partner of Fortress Operating Entity I LP.
 
(2)
Based on 141,434,905 Common Stock shares outstanding as of December 31, 2014, as provided by the Issuer, plus 7,995,557 options beneficially owned by FIG LLC that, as of December 31, 2014, were exercisable within 60 days.
 
 
4
 

CUSIP No.: 64828T201
1
NAME OF REPORTING PERSON
Fortress Investment Group LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ](b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
5
SOLE VOTING POWER
0
NUMBER OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
6
SHARED VOTING POWER
8,514,102(1)
7
SOLE DISPOSITIVE POWER
0
8
SHARED DISPOSITIVE POWER
8,514,102(1)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,514,102
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%(2)
12
TYPE OF REPORTING PERSON
OO

(1)
Solely in its capacity as the holder of all issued and outstanding shares of FIG Corp.
 
(2)
Based on 141,434,905 Common Stock shares outstanding as of December 31, 2014, as provided by the Issuer, plus 7,995,557 options beneficially owned by FIG LLC that, as of December 31, 2014, were exercisable within 60 days.
 
 
5
 

Item 1.
 
(a)        Name of Issuer:
 
The name of the issuer is New Residential Investment Corp. (the “Issuer”).
 
(b)        Address of Issuer’s Principal Executive Offices:
 
The Issuer’s principal executive offices are located at 1345 Avenue of the Americas, New York, NY 10105.
 
Item 2.
 
(a)        Name of Person Filing:
 
This statement is filed by:
 
 
(i)
FIG LLC, a Delaware limited liability company;
 
 
(ii)
Fortress Operating Entity I LP, a Delaware limited liability company, is the holder of all the issued and outstanding interests of FIG LLC and may therefore be deemed to beneficial own the shares of Common Stock beneficially owned thereby;
 
 
(iii)
FIG Corp., a Delaware corporation, is the general partner of Fortress Operating Entity I LP and may therefore be deemed to beneficially own the Common Stock beneficially owned thereby; and
 
 
(iv)
Fortress Investment Group LLC, a Delaware limited liability company, is the holder of all the issued and outstanding shares of FIG Corp. and may therefore be deemed to beneficial own the Common Stock beneficially owned thereby.
 
(b)        Address of Principal Business Office:
 
The address of the principal business office of each of the Reporting Persons is c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.
 
(c)        Citizenship:
 
See Item 4 of each of the cover pages.
 
(d)        Title of Class of Securities:
 
Common Shares, par value $0.01 per share.
 
(e)        CUSIP Number:
 
64828T201
 
 
6
 
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
 

 
(a)
o Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
 
(b)
o Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
(c)
o Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
(d)
o Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
(e)
o An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
 
 
(f)
o An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
 
 
(g)
o A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
 
 
(h)
o A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
 
 
(i)
o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
 
 
(j)
o Group, in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
7
 

Item 4.
Ownership.
 
(a)        Amount beneficially owned:  See Item 9 of each of the cover pages.
 
(b)        Percent of class:  See Item 11 of each of the cover pages.
 
(c)        (i)        Sole power to vote or direct the vote:  See Item 5 of each of the cover pages.
 
(ii)        Shared power to vote or direct the vote:  See Item 6 of each of the cover pages.
 
(iii)       Sole power to dispose or direct the disposition:  See Item 7 of each of the cover pages.
 
(iv)       Shared power to dispose or direct the disposition:  See Item 8 of each of the cover pages.
 
Item 5.
Ownership of Five Percent or Less of a Class.
 
Not applicable.
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group.
 
Not applicable.
 
Item 9.
Notice of Dissolution of a Group.
 
Not applicable.
 
Item 10.
Certification.
 
Not applicable.
 
 
8
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
February 17, 2015
 
 
 
FIG LLC
   
   
 
By:  
 /s/ David Brooks
   
Name:  
  David Brooks
   
Title:
   Secretary
       
       
       
 
FORTRESS OPERATING ENTITY I LP
       
       
 
By:
FIG CORP.
   
Its general partner
     
     
 
By:
  /s/ David Brooks
   
Name:
   David Brooks
   
Title:
   Secretary
       
       
       
 
FIG CORP.
   
   
 
By:
 /s/ David Brooks
   
Name:
   David Brooks
   
Title:
   Secretary
       
       
       
 
FORTRESS INVESTMENT GROUP LLC
       
       
 
By:
  /s/ David Brooks
   
Name:
   David Brooks
   
Title:
   Secretary


 
 
 


EXHIBIT INDEX
 
Exhibit No.
  
Exhibit
1
Joint Filing Agreement, dated as of February 17, 2015, by and among FIG LLC, Fortress Operating Entity I LP, FIG Corp., and Fortress Investment Group LLC.
 
 EX-99 2 ex1.htm EXHIBIT 1 - JOINT FILING AGREEMENT ex1.htm
 
Exhibit 1
 
JOINT FILING AGREEMENT
 
This JOINT FILING AGREEMENT, dated as of February 17, 2015, is entered into by and among, FIG LLC, Fortress Operating Entity I LP, FIG Corp., and Fortress Investment Group LLC. Each of the above are collectively referred to herein as the “Parties” and each individually as a “Party.” Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the Parties hereby acknowledge and agree that the Statement on Schedule 13G is filed on behalf of each such Party and that all subsequent amendments to the Statement on Schedule 13G shall be filed on behalf of each of the Parties without the necessity of executing or filing additional joint filing agreements. The Parties hereby acknowledge that each Party shall be responsible for timely filing of such amendments, and for the completeness and accuracy of the information concerning such Party contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other Party, except to the extent that such Party knows or has reason to believe that such information is inaccurate.
 

 
[Signature pages follow]
 

 
 
 

IN WITNESS WHEREOF, the Parties hereto have executed this Joint Filing Agreement as of the day and year first above written.
 
 
 
FIG LLC
   
   
 
By:  
 /s/ David Brooks
   
Name:  
  David Brooks
   
Title:
   Secretary
       
       
       
 
FORTRESS OPERATING ENTITY I LP
       
       
 
By:
FIG CORP.
   
Its general partner
     
     
 
By:
  /s/ David Brooks
   
Name:
   David Brooks
   
Title:
   Secretary
       
       
       
 
FIG CORP.
   
   
 
By:
 /s/ David Brooks
   
Name:
   David Brooks
   
Title:
   Secretary
       
       
       
 
FORTRESS INVESTMENT GROUP LLC
       
       
 
By:
  /s/ David Brooks
   
Name:
   David Brooks
   
Title:
   Secretary