Fortress Affiliate Files 13D for Broad Street Realty
Ticker: BRST · Form: SC 13D · Filed: May 21, 2024 · CIK: 764897
| Field | Detail |
|---|---|
| Company | Broad Street Realty, Inc. (BRST) |
| Form Type | SC 13D |
| Filed Date | May 21, 2024 |
| Risk Level | medium |
| Pages | 10 |
| Reading Time | 12 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: 13D-filing, ownership-change, real-estate
Related Tickers: BRT
TL;DR
**Fortress affiliate FIG Buyer GP, LLC just filed a 13D on Broad Street Realty (BRT). Big player alert.**
AI Summary
FIG Buyer GP, LLC, an affiliate of Fortress Investment Group LLC, has filed a Schedule 13D on May 21, 2024, indicating a change in beneficial ownership of Broad Street Realty, Inc. The filing does not specify the exact number of shares or dollar amount involved, but it signifies a new significant stakeholder in the company.
Why It Matters
This filing signals a potential shift in control or influence over Broad Street Realty, Inc., which could impact its strategic direction and shareholder value.
Risk Assessment
Risk Level: medium — The filing indicates a new significant stakeholder, which could lead to changes in company strategy or potential activism, but the exact stake and intentions are not yet fully disclosed.
Key Players & Entities
- FIG Buyer GP, LLC (company) — Filing entity
- Fortress Investment Group LLC (company) — Affiliated entity
- Broad Street Realty, Inc. (company) — Subject company
- David N. Brooks (person) — Mentioned in relation to Fortress Investment Group
FAQ
What is the exact percentage of Broad Street Realty, Inc. shares beneficially owned by FIG Buyer GP, LLC?
The provided text does not specify the exact percentage or number of shares owned by FIG Buyer GP, LLC.
When did FIG Buyer GP, LLC acquire or increase its stake in Broad Street Realty, Inc.?
The filing date is May 21, 2024, and the date of change in beneficial ownership is also May 21, 2024, indicating the stake change occurred on or around this date.
What is the primary business of Broad Street Realty, Inc.?
Broad Street Realty, Inc. is in the Real Estate industry, with a Standard Industrial Classification code of 6500.
What was Broad Street Realty, Inc. formerly known as?
Broad Street Realty, Inc. was formerly known as MedAmerica Properties Inc., Banyan Rail Services Inc., and BHIT INC.
What is the business address of FIG Buyer GP, LLC?
The business address of FIG Buyer GP, LLC is 1345 Avenue of the Americas, 46th Floor, New York, NY 10105.
Filing Stats: 2,890 words · 12 min read · ~10 pages · Grade level 13.9 · Accepted 2024-05-21 17:14:11
Key Financial Figures
- $0.01 — ame of Issuer) Common Stock, par value $0.01 par value per share (Title of Class of
Filing Documents
- sc13d.htm (SC 13D) — 144KB
- ex99_1.htm (EX-99) — 19KB
- 0001341004-24-000100.txt ( ) — 164KB
Security and Issuer
Item 1. Security and Issuer. This Statement on Schedule 13D (this " Schedule 13D ") relates to common stock, par value $0.01 par value per share (" Common Stock "), of Broad Street Realty, Inc., a Delaware corporation (the " Issuer "). The Issuer's principal executive offices are located at 11911 Freedom Drive, Suite 450, Reston, Virginia 20190.
Identity and Background
Item 2. Identity and Background. (a) (i) FINCO I Intermediate Holdco LLC, a Delaware limited liability company (" FINCO I IH "), is the sole member of Fortress Investment Group. (ii) FINCO I LLC, a Delaware limited liability company, is the sole member of FINCO I IH. (iii) FIG Parent, LLC, a Delaware limited liability company (" FIG Parent "), is the sole member of FINCO I LLC. (iv) Foundation Holdco LP, a Delaware limited partnership (" Foundation Holdco "), is the sole member of FIG Parent. (v) FIG Buyer GP, LLC, a Delaware limited liability company (" FIG Buyer "), is the general partner of Foundation Holdco. FINCO I IH, FINCO I LLC, FIG Parent, Foundation Holdco and FIG Buyer are collectively referred to herein as the " Reporting Persons ." (b) 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. 7 (c) 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 on Annex A attached hereto is a listing of the directors and executive officers of each of the Reporting Persons (collectively, the " Covered Persons "), and the business address and present principal occupation or employment/role of each of the Covered Persons, and is incorporated herein by reference. (d) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers or members has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons, nor, to the best of their knowledge, any of their directors, executive officers, general partners or members has, during the last five years, been a party to
Source and Amount of Funds or Other Consideration
Item 3. Source and Amount of Funds or Other Consideration. On May 14, 2024, as a result of the Internal Reorganization, the Reporting Persons may be deemed to have acquired beneficial ownership of the securities beneficially owned by Fortress Investment Group at the time of the Mubadala Transaction reported herein.
Purpose of Transaction
Item 4. Purpose of Transaction. The Reporting Persons hereby adopt the information set forth in Item 4 of the Initial Fortress Schedule 13D to the extent applicable, and such information is incorporated herein by reference. Other than as described in this Schedule 13D, none of the Reporting Persons nor, to the best of their knowledge, any of the Covered Persons listed in Annex A currently has any plans or proposals that relate to, or would result in, any of the matters listed in Item 4 of this Schedule 13D, although the Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.
Interest in Securities of the Issuer
Item 5. Interest in Securities of the Issuer. The information contained in rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2 and 4 is incorporated by reference in its entirety into this Item 5. (a) and (b) All percentages of Common Stock outstanding contained herein are based on 34,325,565 shares of Common Stock outstanding, as of May 8, 2024, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed on May 15, 2024, as adjusted pursuant to Rule 13d-3(d)(1)(i) under the Exchange Act to include the 2,560,000 shares of Common Stock issuable upon the exercise of the Warrant (as defined in the Initial Fortress Schedule 13D) held directly by CF Flyer Mezz Holdings. 8 Each of the Reporting Persons may be deemed to beneficially own and share the power to vote and dispose of 2,560,000 shares of Common Stock, which represents 6.9% of the Common Stock outstanding, comprised of 2,560,000 shares of Common Stock that CF Flyer Mezz Holdings may acquire by exercising the Warrant within 60 days. (c) Other than as disclosed herein, the Reporting Persons have not engaged in any transaction during the past 60 days involving shares of Common Stock of the Issuer. (d) No person other than the Reporting Persons or the Other Fortress Entities 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 Common Stock beneficially owned by the Reporting Persons and described in this Item 5. (e) Not applicable.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The Reporting Persons hereby adopt the information set forth in Item 6 of the Initial Fortress Schedule 13D to the extent applicable, and such information is incorporated herein by reference.
Material to be Filed as Exhibits
Item 7. Material to be Filed as Exhibits. 99.1 Joint Filing Agreement (filed herewith). Additionally, the Reporting Persons hereby adopt the information set forth in Item 7 of the Initial Fortress Schedule 13D and such information is incorporated herein by reference. 9
SIGNATURES
SIGNATURES After reasonable inquiry and to the best of each of the undersigned's knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Dated: May 21, 2024 FINCO I INTERMEDIATE HOLDCO LLC By: /s/ David N. Brooks Name: David N. Brooks Title: Secretary Dated: May 21, 2024 FINCO I LLC By: /s/ David N. Brooks Name: David N. Brooks Title: Secretary Dated: May 21, 2024 FIG PARENT, LLC By: /s/ David N. Brooks Name: David N. Brooks Title: Secretary Dated: May 21, 2024 FOUNDATION HOLDCO LP By: FIG Buyer GP, LLC, its general partner By: /s/ David N. Brooks Name: David N. Brooks Title: Secretary Dated: May 21, 2024 FIG BUYER GP, LLC By: /s/ David N. Brooks Name: David N. Brooks Title: Secretary ANNEX A Directors and Officers of FINCO I Intermediate Holdco LLC: Name : Principal Occupation/Role : Andrew McKnight Co-Chief Executive Officer Joshua Pack Co-Chief Executive Officer Jack Neumark Managing Partner David N. Brooks Secretary Daniel N. Bass Treasurer Directors and Officers of FINCO I LLC: Name : Principal Occupation/Role : Andrew McKnight Co-Chief Executive Officer Joshua Pack Co-Chief Executive Officer Jack Neumark Managing Partner David N. Brooks Secretary Daniel N. Bass Treasurer Directors and Officers of FIG Parent, LLC: Name : Principal Occupation/Role : Andrew McKnight Co-Chief Executive Officer Joshua Pack Co-Chief Executive Officer Jack Neumark Managing Partner David N. Brooks Secretary Daniel N. Bass Treasurer Directors and Officers of Foundation Holdc