Fortress Net Lease REIT
04/07/2025 | Press release | Distributed by Public on 04/07/2025 11:58
Private Placement (Form 8-K)
Item 3.02. Unregistered Sale of Equity Securities.
On April 1, 2025, Fortress Net Lease REIT (the "Company") issued and sold an aggregate of 6,656,587 common shares for gross proceeds of approximately $68.0 million, based on net asset value per share of the applicable class of common shares as of February 28, 2025. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.
The following table details the common shares sold:
| Common Shares | Number of Shares Sold | Gross Proceeds | ||||||||||||
| Class I | 1,242,587 | $ | 12,679,108 | |||||||||||
| Class F-S | 1,475,583 | $ | 15,017,300 | |||||||||||
| Class F-I | 3,919,219 | $ | 40,068,920 | |||||||||||
| Class E | 19,198 | $ | 200,000 | |||||||||||
Item 8.01. Other Events.
On March 31, 2025,the Company declared distributions for each class of its common shares in the amount per share set forth below:
| Gross Distribution |
Shareholder
Servicing Fee
|
Net Distribution | |||||||||||||||
| Class I | $ | 0.0574 | $ | - | $ | 0.0574 | |||||||||||
| Class F-S | $ | 0.0574 | $ | 0.0072 | $ | 0.0502 | |||||||||||
| Class F-I | $ | 0.0574 | $ | - | $ | 0.0574 | |||||||||||
| Class D-S | $ | 0.0574 | $ | - | $ | 0.0574 | |||||||||||
| Class D-X* | $ | 0.0574 | $ | - | $ | 0.0574 | |||||||||||
| Class E | $ | 0.0574 | $ | - | $ | 0.0574 | |||||||||||
The net distributions for each class of common shares (which represents the gross distributions less shareholder servicing fees for the applicable class of common shares) are payable to shareholders of record immediately following the close of business on March31, 2024, and will be paid on or about April 2, 2025. These distributions will be paid in cash or reinvested in the applicable class of the Company's common shares for shareholders participating in the Company's distribution reinvestment plan.
*Class D-X represents Class D common shares that were purchased during the Initial Share Offering Period (as defined in the Company's registration statement on Form 10 initially filed with the Securities and Exchange Commission on February 1, 2024 (as amended, the "Form 10")) and that are currently entitled to a fee waiver, as described in the Form 10. Pursuant to the fee waiver: (i) FNLR Management LLC, the Company's adviser, has waived the management fee for six months for certain investors measured from the later of (x) the day on which such investor first purchased any such shares and (y) if applicable, the day on which such shares were released from escrow (such later date in respect of any investor, the "Issuance Date"); and (ii) FNLR SLP LLC, the special limited partner of the Operating Partnership, has waived the performance participation for six months for certain investors measured from the applicable Issuance Date.