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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.
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CUSIP No.: 00216W109
|
|
1
|
NAMES OF REPORTING PERSONS
Fortress Acquisition Sponsor II LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,025,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
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SHARED DISPOSITIVE POWER
16,025,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,025,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No.: 00216W109
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|
1
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NAMES OF REPORTING PERSONS
Hybrid GP Holdings (Cayman) LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,025,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,025,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,025,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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CUSIP No.: 00216W109
|
|
1
|
NAMES OF REPORTING PERSONS
Hybrid GP Holdings LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,025,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,025,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,025,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No.: 00216W109
|
|
1
|
NAMES OF REPORTING PERSONS
FIG LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,025,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,025,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,025,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
CUSIP No.: 00216W109
|
|
1
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NAMES OF REPORTING PERSONS
Fortress Operating Entity I LP
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,025,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,025,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,025,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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CUSIP No.: 00216W109
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|
1
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NAMES OF REPORTING PERSONS
FIG Corp.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,025,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,025,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,025,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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CUSIP No.: 00216W109
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|
1
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NAMES OF REPORTING PERSONS
Fortress Investment Group LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
AF
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
8
|
SHARED VOTING POWER
16,025,000
|
|
9
|
SOLE DISPOSITIVE POWER
0
|
|
10
|
SHARED DISPOSITIVE POWER
16,025,000
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,025,000
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
(i) |
Sponsor directly holds an aggregate of 16,025,000 shares of Common Stock (as described in Items 5(a) and (b) herein).
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(ii) |
Hybrid GP Holdings (Cayman) LLC, a Cayman Islands limited liability company (“Cayman GP”), controls the general partners of certain investment funds that together, pursuant to
the Transfer Agreement (as defined in Item 4 herein), acquired a majority equity interest in Sponsor.
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(iii) |
Hybrid GP Holdings LLC, a Delaware limited liability company (“Hybrid GP”), is the sole owner of Cayman GP.
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(iv) |
FIG LLC, a Delaware limited liability company (“FIG LLC”), indirectly controls certain investment funds (the “Funds”) managed or advised by controlled affiliates of FIG
LLC, which Funds hold all of the outstanding equity interest in Sponsor.
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(v) |
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.
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(vi) |
FIG Corp., a Delaware corporation (“FIG Corp.”), is the general partner of FOE I.
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(vii) |
Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), is the sole owner of FIG Corp.
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(i) |
Amount beneficially owned: See Item 11 of each of the cover pages.
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(ii) |
Percent of class: See Item 13 of each of the cover pages.
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(iii) |
Number of shares as to which such person has:
|
a. |
Sole power to vote or direct the vote: See Item 7 of each of the cover pages.
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b. |
Shared power to vote or direct the vote: See Item 8 of each of the cover pages.
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c. |
Sole power to dispose or direct the disposition: See Item 9 of each of the cover pages.
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d. |
Shared power to dispose or direct the disposition: See Item 10 of each of the cover pages.
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99.1 |
Joint Filing Agreement (filed herewith).
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99.2 |
Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the SEC on February 22, 2021).
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99.3 |
Parent Sponsor Letter Agreement, dated as of February 21, 2021, by and among Fortress Value Acquisition Corp. II, Fortress Acquisition Sponsor II LLC, Wilco Holdco, Inc. and the
other parties thereto (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed with the SEC on February 22, 2021).
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99.4 |
Amended and Restated Registration Rights Agreement, dated as of February 21, 2021, by and among Fortress Value Acquisition Corp. II, Fortress Acquisition Sponsor II LLC and the other
parties thereto (incorporated by reference to Exhibit 10.4 to the Issuer’s Current Report on Form 8-K, filed with the SEC on February 22, 2021).
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99.5 |
First Amendment to the Amended and Restated Registration Rights Agreement, dated as of June 16, 2021, by and among Fortress Value Acquisition Corp. II, Fortress Acquisition Sponsor
II LLC and the other parties thereto (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K, filed with the SEC on June 23, 2021).
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Dated: June 22, 2021
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FORTRESS ACQUISITION SPONSOR II LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: June 22, 2021
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HYBRID GP HOLDINGS (CAYMAN) LLC
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By: Hybrid GP Holdings LLC, its managing member
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||
By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: June 22, 2021
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HYBRID GP HOLDINGS LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
|
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Title:
|
Secretary
|
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Dated: June 22, 2021
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FIG LLC
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By:
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/s/ David N. Brooks
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Name:
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David N. Brooks
|
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Title:
|
Secretary
|
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Dated: June 22, 2021
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FORTRESS OPERATING ENTITY I LP
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By: FIG Corp., its general partner
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By:
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/s/ David N. Brooks
|
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Name:
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David N. Brooks
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Title:
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Secretary
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Dated: June 22, 2021
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FIG CORP.
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By:
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/s/ David N. Brooks
|
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Name:
|
David N. Brooks
|
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Title:
|
Secretary
|
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Dated: June 22, 2021
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FORTRESS INVESTMENT GROUP LLC
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By:
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/s/ David N. Brooks
|
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Name:
|
David N. Brooks
|
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Title:
|
Secretary
|
Name: |
Principal Occupation:
|
Constantine M. Dakolias |
Managing Partner
|
Joshua Pack |
Managing Partner
|
Drew McKnight |
Managing Partner
|
Marc K. Furstein |
President
|
Jason Meyer |
Chief Operating Officer
|
William A. Covino |
Chief Financial Officer
|
Scott Desiderio |
Deputy Chief Financial Officer
|
Leigh M. Grimner |
Deputy Chief Financial Officer
|
Timothy Bailey |
Treasurer
|
David N. Brooks |
Secretary
|
Alexander Gillette |
Assistant Secretary
|
Name: |
Principal Occupation:
|
Hybrid GP Holdings LLC |
Managing Member of Hybrid GP Holdings (Cayman) LLC
|
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
|
Name: |
Principal Occupation:
|
Wesley R. Edens |
Principal and Co-Chairman of the Board of Directors
|
Randal A. Nardone |
Chief Executive Officer, Principal and Director
|
Peter L. Briger, Jr. |
Principal and Co-Chairman of the Board of Directors
|
David N. Brooks |
Secretary, Vice President and General Counsel
|
Daniel Bass |
Chief Financial Officer and Treasurer
|
Name: |
Principal Occupation:
|
FIG Corp. |
General Partner of Fortress Operating Entity I LP
|
Name: |
Principal Occupation:
|
Wesley R. Edens |
Principal and Co-Chairman of the Board of Directors
|
Randal A. Nardone |
Chief Executive Officer, Principal and Director
|
Peter L. Briger, Jr. |
Principal and Co-Chairman of the Board of Directors
|
David N. Brooks |
Secretary, Vice President and General Counsel
|
Daniel Bass |
Chief Financial Officer and Treasurer
|
Name: |
Principal Occupation:
|
Wesley R. Edens |
Principal, Co-Chief Executive Officer and Class A Director
|
Peter L. Briger, Jr. |
Principal, Co-Chief Executive Officer and Class A Director
|
Randal A. Nardone |
Principal and Class A Director
|
George W. Wellde Jr. |
Class A Director
|
Michael G. Rantz |
Class A Director
|
Jane Dietze |
Class A Director
|
Hani Barhoush |
Class A Director
|
Michael Morell |
Class A Director and Security Director
|
Marcelo Claure |
Chairman of the Board and Class B Director
|
Yoshimitsu Goto (citizen of Japan) |
Class B Director
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Rajeev Misra (citizen of the United Kingdom) |
Class B Director
|
David N. Brooks |
Secretary, Vice President and General Counsel
|
Daniel N. Bass |
Chief Financial Officer and Treasurer
|