Drawbridge Special Opportunities Fund LP and Drawbridge Special Opportunities Finance Corporation (together, the “Co-Issuers”) today announced that they have commenced a cash tender offer (the “Tender Offer”) for any and all of their outstanding 3.875% Senior Notes due 2026, CUSIP No. 26150TAE9 (the “Notes”), upon the terms and conditions described in the Co-Issuers’ Offer to Purchase, dated September 10, 2025 (as amended or supplemented, the “Offer to Purchase”), and its accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery”). The tender offer is referred to herein as the "Tender Offer." The Offer to Purchase and the Notice of Guaranteed Delivery are referred to herein collectively as the "Tender Offer Documents."
Title of Security |
CUSIP Number |
Principal Amount Outstanding |
U.S. Treasury Reference Security |
Bloomberg Reference Page |
Fixed Spread |
3.875% Senior Notes due 2026 |
26150TAE9 |
$400,000,000 |
4.00% U.S. Treasury due 2/15/26 |
FIT3 |
+50 bps |
Holders must validly tender (and not validly withdraw) or deliver a properly completed and duly executed Notice of Guaranteed Delivery for their Notes at or prior to the Expiration Time (as defined below) to receive the Tender Offer Consideration (as defined below). Additionally, holders whose Notes are purchased in the Tender Offer will receive accrued and unpaid interest from the last interest payment date of the Notes to, but not including, the Settlement Date (as defined below).
The Tender Offer will expire at 5:00 p.m., New York City time, on September 16, 2025 (such time and date, as it may be extended, the "Expiration Time"), unless extended or earlier terminated by the Co-Issuers. The Notes tendered may be withdrawn at any time at or prior to the Expiration Time by following the procedures described in the Offer to Purchase.
The Co-Issuers expect the settlement date to occur on September 17, 2025 (the “Settlement Date”). The Co-Issuers expect the settlement date in respect of Notes with respect to which a properly completed and duly executed Notice of Guaranteed Delivery is delivered at or prior to the Expiration Time and such Notes are delivered by 5:00 p.m., New York City time, on September 18, 2025 (to the extent that such Notes are not delivered prior to the Expiration Time) that are accepted by the Co-Issuers for purchase to be September 19, 2025.
The Co-Issuers’ obligation to accept for purchase and to pay for Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is subject to the satisfaction or waiver, in the Co-Issuers’ discretion, of a financing condition and certain other conditions, which are more fully described in the Offer to Purchase. The Tender Offer is not subject to a minimum tender condition. There can be no assurance that any of the conditions to the Tender Offer will be satisfied. The complete terms and conditions of the Tender Offer are set forth in the Tender Offer Documents. Holders of Notes are urged to read the Tender Offer Documents carefully.
The consideration for each $1,000 principal amount of Notes validly tendered, not validly withdrawn and accepted for purchase pursuant to the applicable Tender Offer (the "Tender Offer Consideration") will be the lesser of (x) the amount as determined in the manner described in the Tender Offer Documents by reference to the fixed spread specified in the table above plus the applicable yield to maturity on the U.S. Treasury Reference Security based on the bid-side price of the U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City time, on September 16, 2025 and (y) $1,000. The Tender Offer Consideration for the Notes shall in no case be greater than 100% of the principal amount of Notes validly tendered and accepted for purchase.
Information Relating to the Tender Offer
The Offer to Purchase is being distributed to holders beginning today. Wells Fargo Securities, LLC is the dealer manager for the Tender Offer. Investors with questions regarding the Tender Offer may contact Wells Fargo Securities, LLC at (866) 309-6316 (toll-free) or (704) 410-4235 (collect) or email liabilitymanagement@wellsfargo.com. Global Bondholder Services Corporation is the tender agent and information agent for the Tender Offer and can be contacted at (212) 430-3774 or toll-free at (855) 654-2015, email contact@gbsc-usa.com or at the following web address: https://www.gbsc-usa.com/drawbridge.
None of the Co-Issuers or their affiliates, their respective general partners, investment managers or boards of directors or managers, the dealer manager, the information agent, the tender agent, the trustee of the Notes or any of their respective affiliates makes any recommendation as to whether holders should tender Notes in response to the Tender Offer. Each holder must make his, her or its own decision as to whether to tender Notes and, if so, as to what principal amount of Notes to tender.
This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law. In those jurisdictions where applicable securities, “blue sky” or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Co-Issuers by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction. In addition, this press release is not an offer to sell or the solicitation to buy any securities issued in connection with any transaction to satisfy the financing condition.
About the Co-Issuers
Drawbridge Special Opportunities Fund LP, a Delaware limited partnership organized in May 2002 (the “Fund”), is a private investment partnership focused on making highly diversified investments in both private and public credit primarily throughout the United States and Western Europe, but also in Australia, Asia and elsewhere on an opportunistic basis.
The Fund’s investment manager and general partner are affiliates of Fortress Investment Group LLC, which is a leading global investment management firm with $53 billion in assets under management as of June 30, 2025.
Drawbridge Special Opportunities Finance Corporation is a wholly-owned subsidiary of the Fund and was formed to serve as co-issuer of the debt securities issued by the Co-Issuers.
Forward-Looking Statements
This press release may contain estimates and “forward-looking statements” as defined under U.S. federal securities laws. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward-looking statements. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond our control. We undertake no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250907629717/en/
Contacts
Fortress Investment Group LLC
Mark Lane, mlane@fortress.com