0001314453-20-000001.txt : 20200818 0001314453-20-000001.hdr.sgml : 20200818 20200818161500 ACCESSION NUMBER: 0001314453-20-000001 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200818 DATE AS OF CHANGE: 20200818 GROUP MEMBERS: GRANDVIEW LLC GROUP MEMBERS: ISRAEL A. ENGLANDER GROUP MEMBERS: MILLENNIUM GROUP MANAGEMENT LLC GROUP MEMBERS: MILLENNIUM MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Fortress Value Acquisition Corp. II CENTRAL INDEX KEY: 0001815849 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-91622 FILM NUMBER: 201113810 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 212-798-6100 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS STREET 2: 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Grandview, LLC CENTRAL INDEX KEY: 0001314453 IRS NUMBER: 043724062 STATE OF INCORPORATION: DE FISCAL YEAR END: 1205 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 666 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10103 BUSINESS PHONE: 212-841-4100 MAIL ADDRESS: STREET 1: 666 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10103 SC 13G 1 FAII_SC13G.htm SCHEDULE 13G

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

SCHEDULE 13G
Under the Securities Exchange Act of 1934

FORTRESS VALUE ACQUISITION CORP. II
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)

349642207**
(CUSIP Number)

AUGUST 12, 2020
(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o Rule 13d-1(d)

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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).

** (See Item 2(e))


                     
CUSIP No.
  
349642207

SCHEDULE 13G

 Page  
2
   of   
11
1
 NAMES OF REPORTING PERSONS
 
 Grandview LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 2,150,000 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 2,150,000
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,150,000
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.2%
12 TYPE OF REPORTING PERSON

 OO

                     
CUSIP No.
  
349642207

SCHEDULE 13G

 Page  
3
   of   
11
1
 NAMES OF REPORTING PERSONS
 
 Millennium Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 2,150,000 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 2,150,000 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,150,000
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.2%
12 TYPE OF REPORTING PERSON

 OO
                     
CUSIP No.
  
349642207

SCHEDULE 13G

 Page  
4
   of   
11
1
 NAMES OF REPORTING PERSONS
 
 Millennium Group Management LLC
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 2,150,000 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 2,150,000 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,150,000
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.2%
12 TYPE OF REPORTING PERSON

 OO
                     
CUSIP No.
  
349642207

SCHEDULE 13G

 Page  
5
   of   
11
1
 NAMES OF REPORTING PERSONS
 
 Israel A. Englander
2
 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 (a)   o
 (b)   þ
3
 SEC USE ONLY
4
 CITIZENSHIP OR PLACE OF ORGANIZATION

 United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
 5
 SOLE VOTING POWER

 -0-
6
 SHARED VOTING POWER

 2,150,000 
7
 SOLE DISPOSITIVE POWER

 -0- 
8
 SHARED DISPOSITIVE POWER

 2,150,000 
9
 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 2,150,000
10
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 o
11
 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 6.2%
12
 TYPE OF REPORTING PERSON

 IN
                     
CUSIP No.
  
349642207

 SCHEDULE 13G

 Page  
6
   of   
11
 
Item 1.    
 
 (a) Name of Issuer:
 
    
 
  Fortress Value Acquisition Corp. II, a Delaware corporation (the "Issuer").
 
    
 
 (b) Address of Issuer’s Principal Executive Offices:
 
    
 
 

1345 Avenue of the Americas, 46th Floor
New York, New York 10105

     
Item 2.
 (a) Name of Person Filing:
 
 (b) Address of Principal Business Office:
 
 (c) Citizenship:
     
 
  Grandview LLC
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
    
 
  Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
    
 
  Millennium Group Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: Delaware
 
    
 
  Israel A. Englander
c/o Millennium Management LLC
666 Fifth Avenue
New York, New York 10103
Citizenship: United States
 
    
  (d) Title of Class of Securities:
Class A common stock, par value $0.0001 per share ("Class A Common Stock").
 
  (e) CUSIP Number:
As of the date of this Schedule 13G, a CUSIP number for Issuer’s Class A Common Stock is not available. The CUSIP number for the Issuer’s units is 349642207.
 
 

Item 3.  If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:

 
  (a)   o   Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
             
 
  (b)   o   Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
             
 
  (c)   o   Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
             
 
  (d)   o   Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
             
 
  (e)   o   An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
             
 
  (f)   o    An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
                     
CUSIP No.
  
349642207

 SCHEDULE 13G

 Page  
7
   of   
11
             
 
  (g)   o   A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
             
 
  (h)   o   A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
             
 
  (i)   o   A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
             
 
  (j)   o   Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

   Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

   As of the close of business on August 17, 2020, Grandview LLC, a Delaware limited liability company ("Grandview"), beneficially owned 2,150,000 shares of the Issuer’s Class A Common Stock as a result of holding 2,150,000 of the Issuer’s units. Each unit consists of one share of the Issuer’s Class A Common Stock and one-fifth of one warrant. Each whole warrant entitles the holder to purchase one share of the Issuer’s Class A Common Stock. The Issuer’s warrants will become exercisable on the later of 30 days after the completion of the Issuer’s initial business combination and 12 months from the closing of the Issuer’s initial public offering.

   Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the managing member of Grandview and may be deemed to have shared voting control and investment discretion over securities owned by Grandview.

   Millennium Group Management LLC, a Delaware limited liability company ("Millennium Group Management"), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by Grandview.

   The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen ("Mr. Englander"), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by Grandview.

   The foregoing should not be construed in and of itself as an admission by Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by Grandview.

(b) Percent of Class:   

   As of the close of business on August 17, 2020, Grandview, Millennium Management, Millennium Group Management and Mr. Englander beneficially owned or may be deemed to have beneficially owned, as the case may be, 2,150,000 shares of the Issuer’s Class A Common Stock or 6.2% of the Issuer’s Class A Common Stock outstanding (see Item 4(a) above), which percentage was calculated based on 34,500,000 shares of the Issuer’s Class A Common Stock outstanding as of August 14, 2020, as per the Issuer’s Form 8-K dated August 17, 2020.

 (c) Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote

   -0-

                     
CUSIP No.
  
349642207

 SCHEDULE 13G

 Page  
8
   of   
11

(ii) Shared power to vote or to direct the vote

   2,150,000 (See Item 4(a))

 (iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   2,150,000 (See Item 4(a))

Item 5. Ownership of Five Percent or Less of a Class

   If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

    Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

    Not applicable.

Item 8. Identification and Classification of Members of the Group

    See Exhibit I.

Item 9. Notice of Dissolution of Group

    Not applicable.

Item 10. Certification 

   By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

                     
CUSIP No.
  
349642207

SCHEDULE 13G

 Page  
9
   of   
11

Exhibits:

Exhibit I:  Joint Filing Agreement, dated as of August 17, 2020, by and among Grandview LLC, Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander.

                     
CUSIP No.
  
349642207

SCHEDULE 13G

 Page  
10
   of   
11
                     
     

SIGNATURE

              

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: August 17, 2020

GRANDVIEW LLC

By: Millennium Management LLC,
       its Managing Member

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

MILLENNIUM MANAGEMENT LLC

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

MILLENNIUM GROUP MANAGEMENT LLC

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

/s/ Israel A. Englander

Israel A. Englander


                     
CUSIP No.
  
349642207

SCHEDULE 13G

 Page  
11
   of   
11
                     
      EXHIBIT I              
                     
      JOINT FILING AGREEMENT              

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A Common Stock, par value $0.0001 per share, of Fortress Value Acquisition Corp. II, a Delaware corporation, will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: August 17, 2020

GRANDVIEW LLC

By: Millennium Management LLC,
       its Managing Member

By: /s/ Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

MILLENNIUM MANAGEMENT LLC

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

MILLENNIUM GROUP MANAGEMENT LLC

By: /s/Gil Raviv

Name: Gil Raviv
Title:  Global General Counsel

 

/s/ Israel A. Englander

Israel A. Englander