0001104659-25-020512.txt : 20250304 0001104659-25-020512.hdr.sgml : 20250304 20250304203700 ACCESSION NUMBER: 0001104659-25-020512 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20250304 DATE AS OF CHANGE: 20250304 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Broad Street Realty, Inc. CENTRAL INDEX KEY: 0000764897 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE [6500] ORGANIZATION NAME: 05 Real Estate & Construction IRS NUMBER: 363361229 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59669 FILM NUMBER: 25708218 BUSINESS ADDRESS: STREET 1: 11911 FREEDOM DRIVE STREET 2: SUITE 450 CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 561-617-8050 MAIL ADDRESS: STREET 1: 11911 FREEDOM DRIVE STREET 2: SUITE 450 CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: MedAmerica Properties Inc. DATE OF NAME CHANGE: 20170619 FORMER COMPANY: FORMER CONFORMED NAME: Banyan Rail Services Inc. DATE OF NAME CHANGE: 20100106 FORMER COMPANY: FORMER CONFORMED NAME: BHIT INC DATE OF NAME CHANGE: 19990518 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Fortress Investment Group LLC CENTRAL INDEX KEY: 0001380393 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] ORGANIZATION NAME: 02 Finance IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A 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 SCHEDULE 13D/A 1 primary_doc.xml SCHEDULE 13D/A 0000895345-22-000798 0001380393 XXXXXXXX LIVE 3 Common Stock, par value $0.01 par value per share 02/28/2025 false 0000764897 111294104 Broad Street Realty, Inc.
11911 FREEDOM DRIVE SUITE 450 RESTON VA 20190
David N. Brooks 212-798-6100 1345 Avenue of the Americas 46th Floor New York NY 10105 Y CF Flyer Mezz Holdings LLC OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). Y FCOF V Expansion ULMA-C Investments LLC OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). Y FCOF V Expansion CDFG MA-C Investments LLC (UL Series) OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0001813886 N Fortress Credit Opportunities Fund V Expansion (G) L.P. OO N E9 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 PN The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0001893413 N Fortress Credit Opportunities V Advisors LLC OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0001893401 N FCO Fund V GP LLC OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0001849502 N Hybrid GP Holdings (Cayman) LLC OO N E9 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0001500292 N Hybrid GP Holdings LLC OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0001245521 N FIG LLC OO Y DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0001387344 N Fortress Operating Entity I LP OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 PN The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0001387345 N FIG Blue LLC (f/k/a FIG Corp.) OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 CO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0001380393 N Fortress Investment Group LLC OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0002024037 N FINCO I Intermediate Holdco LLC OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0002024235 N FINCO I LLC OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0002024041 N FIG Parent, LLC OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0002024043 N Foundation Holdco LP OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 PN The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). 0002024046 N FIG Buyer GP, LLC OO N DE 0.00 2560000.00 0.00 2560000.00 2560000.00 N 6.9 OO The reported securities represent 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and the reported percentage is calculated based on 35,041,443 shares of Common Stock outstanding as of November 6, 2024, as increased by 2,560,000 shares of Common Stock issuable upon the exercise of the Fortress Warrant and deemed outstanding pursuant to Rule 13d-3(d)(1)(i). Common Stock, par value $0.01 par value per share Broad Street Realty, Inc. 11911 FREEDOM DRIVE SUITE 450 RESTON VA 20190 Item 1 is hereby amended and restated as follows: This Amendment No. 3 (this "Amendment") amends and supplements (i) the Statement on Schedule 13D filed on November 29, 2022 and Amendment No.1 thereto filed by Fortress and the other reporting persons named therein (together, the "Original Schedule 13D"), (ii) the Statement on Schedule 13D filed by FINCO I Intermediate Holdco LLC, FINCO I LLC, FIG Parent, LLC, Foundation Holdco LP and FIG Buyer GP, LLC on May 21, 2024 (the "Reorganization 13D") and (iii) Amendment No. 2 filed on February 4, 2025, by Fortress and the other persons named therein, to each of the Original Schedule 13D and the Reorganization 13D (together and as so amended, the "Schedule 13D") each relating to common stock, par value $0.01 par value per share ("Common Stock"), of Broad Street Realty, Inc., a Delaware corporation (the "Issuer"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported on the Schedule 13D. Capitalized terms not otherwise defined in this Amendment shall have the same meanings ascribed thereto in the Schedule 13D. The Issuer's principal executive offices are located at 11911 Freedom Drive, Suite 450, Reston, Virginia 20190. Item 2(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: (i) CF Flyer Mezz Holdings LLC, a Delaware limited liability company ("CF Flyer Mezz Holdings"), holds the Fortress Warrant. (ii) FCOF V Expansion ULMA-C Investments LLC, a Delaware limited liability company ("FCOF V ULMA"), holds the majority of membership interests in CF Flyer Mezz Holdings. (iii) FCOF V Expansion CDFG MA-C Investments LLC (UL Series), a Delaware limited liability company ("FCOF V Investments"), holds the majority of membership interests in FCOF V ULMA. (iv) Fortress Credit Opportunities Fund V Expansion (G) L.P., a Cayman Islands exempted limited partnership ("Fortress Credit V LP"), holds the majority of membership interests in FCOF V Investments. (v) Fortress Credit Opportunities V Advisors LLC, a Delaware limited liability company ("Fortress Credit V LLC"), is the investment adviser to Fortress Credit V LP. (vi) FCO Fund V GP LLC, a Delaware limited liability company ("FCO Fund V"), is the general partner of Fortress Credit V LP. (vii) Hybrid GP Holdings (Cayman) LLC, a Cayman Islands limited liability company ("Cayman GP"), is the parent of the general partners of certain investment funds that hold membership interests in CF Flyer Mezz Holdings, including FCO Fund V. (viii) Hybrid GP Holdings LLC, a Delaware limited liability company ("Hybrid GP"), is the sole owner of Cayman GP. (ix) FIG LLC, a Delaware limited liability company ("FIG LLC"), is the parent of the investment advisers to certain investment funds that hold membership interests in CF Flyer Holdings, including Fortress Credit V LLC. (x) Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), is (i) the sole owner of FIG LLC and (ii) the managing member of, and holds the majority of equity interest in, Hybrid GP. (xi) FIG Blue LLC (formerly known as FIG Corp.), a Delaware limited liability company ("FIG Blue"), is the general partner of FOE I. (xii) Fortress Investment Group LLC, a Delaware limited liability company ("Fortress"), is the sole member of FIG Blue. (xiii) FINCO I Intermediate Holdco LLC, a Delaware limited liability company ("FINCO I IH"), is the sole member of Fortress Investment Group. (xiv) FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH. (xv) FIG Parent, LLC, a Delaware limited liability company ("FIG Parent"), is the sole member of FINCO I LLC. (xvi) Foundation Holdco LP, a Delaware limited partnership ("Foundation Holdco"), is the sole member of FIG Parent. (xvii) FIG Buyer GP, LLC, a Delaware limited liability company ("FIG Buyer"), is the general partner of Foundation Holdco. CF Flyer Mezz Holdings, FCOF V ULMA, FCOF V Investments, Fortress Credit V LP, Fortress Credit V LLC, FCO Fund V, Cayman GP, Hybrid GP, FIG LLC, FOE I, FIG Blue, Fortress, FINCO I IH, FINCO I LLC, FIG Parent, Foundation Holdco and FIG Buyer are collectively referred to herein as the "Reporting Persons." Item 2(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The address of the principal business and principal office of each of the Reporting Persons is 1345 Avenue of the Americas, 46th Floor, New York, New York 10105. Item 2(c) of the Schedule 13D is hereby amended and restated in its entirety as follows: Fortress Investment Group is a highly diversified investment manager. The principal business of Fortress Investment Group and each of the Reporting Persons is forming, managing, and/or directly or indirectly participating in investment funds or their investments, as the case may be. Set forth in Annex A attached hereto and incorporated herein by reference is a list of the persons required to be identified in respect of the Reporting Persons pursuant to General Instruction C to Schedule 13D (collectively, the "Covered Persons"), and the business address and present principal occupation of each of the Covered Persons. Item 2(d) of the Schedule 13D is hereby amended and restated in its entirety as follows: During the last five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, none of the Covered Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Item 2(e) of the Schedule 13D is hereby amended and restated in its entirety as follows: Except as set forth in Annex B, during the last five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, none of the Covered Persons, 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. Item 2(f) of the Schedule 13D is hereby amended and restated in its entirety as follows: See responses to Item 4 on each cover page. Unless otherwise specified in Annex A, each of the Covered Persons is a United States citizen. Item 4 is hereby as amended to incorporate the following at the end thereof: On February 28, 2025, Seller and Note Seller (collectively, the "Sellers") delivered a notice of default, termination and reservation of rights (the "Notice") to the Purchaser and Note Purchaser (collectively, the "Purchasers") following a material breach by the Purchasers of their respective obligations to complete the closings under the Preferred Membership Interest and Warrant Purchase Agreement and Note Purchase Agreement (collectively, the Purchase Agreements"), respectively, without properly exercising the Purchasers' extension options. Pursuant to the Notice, the Sellers terminated the Purchase Agreements effective as of February 28, 2025. Although the Sellers and Purchasers are continuing to discuss, as of the date hereof, the Sellers are seeking disbursement of the Purchasers' nonrefundable deposit from the escrow agent. The information contained in rows 11 and 13 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(a). The information contained in rows 7-10 of each of the cover pages hereto is hereby incorporated by reference into this Item 5(b). The information contained in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 5(c) and, except as set forth therein, the Reporting Persons have not effected any transactions in Common Stock since the filing of Amendment No. 2. No person other than the Reporting Persons are known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Ordinary Shares beneficially owned by the Reporting Persons and described in this Item 5. The information set forth in Item 4 hereof is hereby incorporated into this Item 6 and added at the end thereof. Exhibit 99.7 Joint Filing Agreement, by and among the Reporting Persons, dated as of February 4, 2025, incorporated by reference to Exhibit 99.7 to Amendment No. 2. CF Flyer Mezz Holdings LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 FCOF V Expansion ULMA-C Investments LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 FCOF V Expansion CDFG MA-C Investments LLC (UL Series) /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 Fortress Credit Opportunities Fund V Expansion (G) L.P. /s/ David N. Brooks David N. Brooks/Secretary; By: FCO Fund V GP LLC, its general partner 03/04/2025 Fortress Credit Opportunities V Advisors LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 FCO Fund V GP LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 Hybrid GP Holdings (Cayman) LLC /s/ David N. Brooks David N. Brooks/Secretary; By: Hybrid GP Holdings LLC, its managing member 03/04/2025 Hybrid GP Holdings LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 FIG LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 Fortress Operating Entity I LP /s/ David N. Brooks David N. Brooks/Secretary; By: FIG Blue LLC, its general partner 03/04/2025 FIG Blue LLC (f/k/a FIG Corp.) /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 Fortress Investment Group LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 FINCO I Intermediate Holdco LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 FINCO I LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 FIG Parent, LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 Foundation Holdco LP /s/ David N. Brooks David N. Brooks/Secretary; By: FIG Buyer GP, LLC, its general partner 03/04/2025 FIG Buyer GP, LLC /s/ David N. Brooks David N. Brooks/Secretary 03/04/2025 EX-99.A 2 tm258280d1_ex-a.htm ANNEX A

 

Annex A

 

Directors and Officers of CF Flyer Mezz Holdings LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Scott Desiderio Deputy Chief Financial Officer
Leigh M. Grimner Deputy Chief Financial Officer
William A. Covino Chief Financial Officer
Jason Meyer Chief Operating Officer
Timothy Bailey Treasurer
David N. Brooks Secretary
Marc K. Furstein President
Constantine M. Dakolias Managing Partner
Drew McKnight Managing Partner
Joshua Pack Managing Partner
Jack Neumark Managing Partner
David Sims Assistant Secretary
Valentin Moscaliuc Deputy Chief Financial Officer

 

Directors and Officers of FCOF V Expansion ULMA-C Investments LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Scott Desiderio Deputy Chief Financial Officer
Leigh M. Grimner Deputy Chief Financial Officer
William A. Covino Chief Financial Officer
Jason Meyer Chief Operating Officer
Timothy Bailey Treasurer
David N. Brooks Secretary
David Sims Assistant Secretary
Marc K. Furstein President
Constantine M. Dakolias Managing Partner
Drew McKnight Managing Partner
Joshua Pack Managing Partner
Jack Neumark Managing Partner
Valentin Moscaliuc Deputy Chief Financial Officer

 

 

 

 

Directors and Officers of FCOF V Expansion CDFG MA-C Investments LLC (UL Series):

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Scott Desiderio Deputy Chief Financial Officer
Leigh M. Grimner Deputy Chief Financial Officer
William A. Covino Chief Financial Officer
Jason Meyer Chief Operating Officer
Timothy Bailey Treasurer
David N. Brooks Secretary
David Sims Assistant Secretary
Marc K. Furstein President
Constantine M. Dakolias Managing Partner
Drew McKnight Managing Partner
Joshua Pack Managing Partner
Jack Neumark Managing Partner
Valentin Moscaliuc Deputy Chief Financial Officer

 

 

 

Directors and Officers of Fortress Credit Opportunities Fund V Expansion (G) L.P.:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
FCO Fund V GP LLC General Partner

 

 

 

 

Directors and Officers of Fortress Credit Opportunities V Advisors LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Scott Desiderio Deputy Chief Financial Officer
Leigh M. Grimner Deputy Chief Financial Officer
William A. Covino Chief Financial Officer
Jason Meyer Chief Operating Officer
Timothy Bailey Treasurer
David N. Brooks Secretary
David Sims Assistant Secretary
Marc K. Furstein President
Constantine M. Dakolias Managing Partner
Drew McKnight Managing Partner
Joshua Pack Managing Partner
Jack Neumark Managing Partner
Valentin Moscaliuc Deputy Chief Financial Officer

 

 

 

Directors and Officers of FCO Fund V GP LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Scott Desiderio Deputy Chief Financial Officer
Leigh M. Grimner Deputy Chief Financial Officer
William A. Covino Chief Financial Officer
Jason Meyer Chief Operating Officer
Timothy Bailey Treasurer
David N. Brooks Secretary
David Sims Assistant Secretary
Marc K. Furstein President
Constantine M. Dakolias Managing Partner
Drew McKnight Managing Partner
Joshua Pack Managing Partner
Jack Neumark Managing Partner
Valentin Moscaliuc Deputy Chief Financial Officer

 

 

 

 

Directors and Officers of Hybrid GP Holdings (Cayman) LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Hybrid GP Holdings LLC Managing Member of Hybrid GP Holdings (Cayman) LLC

 

 

 

Directors and Officers of Hybrid GP Holdings LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Peter L. Briger, Jr. Chairman and Director
Constantine M. Dakolias President and Director
Marc K. Furstein Chief Operating Officer and Director
Daniel N. Bass Treasurer and Director
David N. Brooks Secretary and Director

 

 

 

Directors and Officers of FIG LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Joshua Pack Co-Chief Executive Officer
Andrew McKnight Co-Chief Executive Officer
Jack Neumark Managing Partner
David N. Brooks Secretary, Security Officer, Vice President and General Counsel
Daniel N. Bass Chief Financial Officer

 

 

 

Directors and Officers of Fortress Operating Entity I LP:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
FIG Blue LLC General Partner of Fortress Operating Entity I LP

 

 

 

 

Directors and Officers of FIG Blue LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Joshua Pack Co-Chief Executive Officer
Andrew McKnight Co-Chief Executive Officer
Jack Neumark Managing Partner
David N. Brooks Secretary, Security Officer, Vice President and General Counsel
Daniel N. Bass Chief Financial Officer

 

 

 

Directors and Officers of Fortress Investment Group LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Joshua Pack Co-Chief Executive Officer
Andrew McKnight Co-Chief Executive Officer
Jack Neumark Managing Partner
David N. Brooks Secretary, Security Officer, Vice President and General Counsel
Daniel N. Bass Chief Financial Officer

 

 

 

Directors and Officers of FINCO I Intermediate Holdco LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Joshua Pack Co-Chief Executive Officer
Andrew McKnight Co-Chief Executive Officer
Jack Neumark Managing Partner
David N. Brooks Secretary, Security Officer, Vice President and General Counsel
Daniel N. Bass Chief Financial Officer

 

 

 

 

Directors and Officers of FINCO I LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Joshua Pack Co-Chief Executive Officer
Andrew McKnight Co-Chief Executive Officer
Jack Neumark Managing Partner
David N. Brooks Secretary, Security Officer, Vice President and General Counsel
Daniel N. Bass Chief Financial Officer

 

 

 

Directors and Officers of FIG Parent, LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Joshua Pack Co-Chief Executive Officer
Andrew McKnight Co-Chief Executive Officer
Jack Neumark Managing Partner
David N. Brooks Secretary, Security Officer, Vice President and General Counsel
Daniel N. Bass Chief Financial Officer

 

 

 

Directors and Officers of Foundation Holdco LP:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
Peter L. Briger, Jr. Director
Jack Neumark Director
Andrew McKnight Director and Co-Chief Executive Officer
Joshua Pack Director and Co-Chief Executive Officer
Hani Barhoush Director
Antoun Ghanem (citizen of Lebanon and Canada) Director
Michael Morell Director
Daniel N. Bass Chief Financial Officer
David N. Brooks Secretary, Security Officer, Vice President and General Counsel

 

Directors and Officers of FIG Buyer GP, LLC:

 

Business Address: c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, New York, NY 10105.

 

Name: Principal Occupation:
David N. Brooks Secretary
Daniel N. Bass Treasurer

 

 

 

 EX-99.B 3 tm258280d1_ex-b.htm ANNEX B

 

Annex B

 

On September 25, 2024, the SEC published an administrative order of settlement between it and FIG LLC (the “Order”) in which FIG LLC neither admitted nor denied the findings related to the timeliness of three Schedule 13D filings and one Form 3 filing. FIG LLC consented to the entry of the Order finding violations of Section 13(d)(1), 13(d)(2), and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, and 16a-3 thereunder, and was ordered to cease and desist from future violations of Section 13(d)(1), 13(d)(2), and 16(a) of the Exchange Act and Rules 13d-1, 13d-2, and 16a-3 thereunder and pay a civil monetary penalty of $200,000.