UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2024

Fortress Net Lease REIT
(Exact name of registrant as specified in its charter)

Maryland
000-56632
92-1937121
(State or other jurisdiction of
incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)

1345 Avenue of the Americas
New York, NY
10105
(Address of principal executive offices)
(Zip Code)

(212) 798-6100
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
None
  
None
  
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01
Other Events

March 31, 2024 Net Asset Value (“NAV”) Per Share

The NAV per share for each class of common shares of Fortress Net Lease REIT (the “Company”, “we” or “us”) as of March 31, 2024 is set forth below:

   
NAV per Share
  
Class F-I
  
$
10.0433
  
Class F-I X*
  
$
10.0645
  
Class B
  
$
10.0495
  
Class D
  
$
10.0566
  
Class E
  
$
10.0661
  

Net Asset Value

A detailed calculation of the NAV per share is set forth below. We calculate NAV per share in accordance with the valuation guidelines that have been approved by our board of trustees. Our total NAV presented in the following tables includes the NAV of our outstanding classes of common shares, which includes Class F-S, Class F-D, Class F-I, Class F-I X, Class B, Class D and Class E common shares, as well as the partnership interests (“OP Units”) of FNLR OP LP (the “Operating Partnership”), if any, held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of March 31, 2024 (amounts in thousands, except per share/unit data):

Components of NAV
  
Amount
  
Investments in real estate, net
  
$
195,409
  
Intangible assets, net
    
40,680
  
Cash and cash equivalents
    
188,427
  
Restricted cash
    
59,002
  
Other assets
    
1,129
  
Subscriptions received in advance
    
(54,074
)
Due to affiliate
    
(649
)
Distribution payable
    
(1,845
)
Other liabilities
    
(898
)
Accounts payable and accrued expenses
    
(5,486
)
Net Asset Value
  
$
421,695
  
Number of outstanding shares/units
    
41,937
  

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of March 31, 2024 (amounts in thousands, except per share/unit data):

   
Monthly NAV
    
Number of
outstanding
shares/units
    
NAV per Share/Unit
as of March 31, 2024
  
Class F-S
    
-
      
-
      
-
  
Class F-D
    
-
      
-
      
-
  
Class F-I
  
$
28,735
      
2,861
    
$
10.0433
  
Class F-I X*
  
$
30,109
      
2,992
    
$
10.0645
  
Class B
  
$
48,089
      
4,785
    
$
10.0495
  
Class D
  
$
312,637
      
31,088
    
$
10.0566
  
Class E
  
$
2,125
      
211
    
$
10.0661
  
OP Units
    
-
      
-
      
-
  
Total
  
$
421,695
      
41,937
          

* Class F-I X represents Class F-I common shares that were purchased during the Initial Share Offering Period (as defined in the Company’s registration statement on Form 10 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 external manager, 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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 19, 2024

 
Fortress Net Lease REIT
   
 
By:
/s/ Avraham Dreyfuss
 
Name:
 Avraham Dreyfuss
 
Title:
 Chief Financial Officer