Form 4: Fortress Net Lease REIT: Tiedemann Advisors and Affiliates Acquire Class D Shares Through Fee Waiver Conversion

Tiedemann Advisors and its related entities acquired additional Class D Common Shares of Fortress Net Lease REIT through an automatic conversion resulting from a fee waiver, with no consideration paid.

Summary

• Tiedemann Advisors, LLC and several affiliated entities, including TTC Multi-Strategy Fund QP, LP, and various AlTi Global companies, have acquired additional Class D Common Shares of Fortress Net Lease REIT.
• These shares were obtained through an automatic conversion of another class of securities owned by the Reporting Persons, triggered by a fee waiver applied by the Issuer.
• No monetary consideration was paid by any of the Reporting Persons for these newly acquired Class D shares.
• The shares are directly owned by Tiedemann Advisors, LLC, but may be deemed beneficially owned by the other listed entities due to their relationship with Tiedemann.
• The Reporting Persons disclaim beneficial ownership except to the extent of their pecuniary interest, and this report is not an admission of beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934.

Sentiment

Score: 6

Explanation: The document describes a routine share conversion due to a fee waiver, which is neither particularly positive nor negative. The sentiment is neutral to slightly positive due to the cost-effective nature of the transaction for the reporting parties.

Positives

• The acquisition of shares through a fee waiver conversion suggests a potential cost-effective way for Tiedemann and its affiliates to increase their stake in Fortress Net Lease REIT.
• The automatic conversion process simplifies the transaction for the Reporting Persons.

Risks

• The disclaimer of beneficial ownership by the Reporting Persons, except for their pecuniary interest, could indicate a complex ownership structure.
• The reliance on a fee waiver for share conversion may not be a sustainable method for future acquisitions.

Management Comments

• The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.

Industry Context

This announcement reflects a specific transaction related to share ownership within a REIT structure, which is common in the real estate investment sector. The use of fee waivers to facilitate share conversions is a less common but not unheard of practice.

Comparison to Industry Standards

• REITs often have complex ownership structures, and this transaction is not unusual in that context.
• The use of fee waivers to convert shares is not a standard practice, but it is a mechanism that can be used to adjust ownership structures.
• Comparable companies would include other publicly traded REITs with similar ownership structures and share classes.

Stakeholder Impact

• The share conversion may have a minor impact on existing shareholders due to the increase in Class D shares.
• The transaction does not appear to have a significant impact on employees, customers, suppliers, or creditors.

Key Dates

Keywords

Fortress Net Lease REIT, Tiedemann Advisors, Class D Common Shares, Fee Waiver, Automatic Conversion, Beneficial Ownership, AlTi Global, TTC Multi-Strategy Fund