8-K

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) May 14, 2009 (May 13, 2009)

Fortress Investment Group LLC

(Exact name of registrant as specified in its charter)

Delaware	001-33294	20-5837959
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1345 Avenue of the Americas, 46th Floor New York, New York	10105
(Address of principal executive offices)	(Zip Code)

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

(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))

Item 7.01 Regulation FD Disclosure.

On May 13, 2009, Fortress Investment Group LLC (the “Company”) issued a press release announcing that it plans to raise $125 million in a public offering of its Class A shares. The Company expects to grant to the underwriters for the public offering an option for 30 days to purchase up to an additional $18.75 million of Class A shares to cover over-allotments, if any. Citi, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Nomura Securities International, Inc. will serve as Joint Book-Running Managers for the offering. The Fortress principals will not sell any shares in connection with the offering, and anticipate purchasing 10% of the shares sold in the offering (up to an aggregate amount of $25 million). An affiliate of Nomura Holdings, Inc. anticipates purchasing approximately 13.5% of the shares sold in the offering (up to an aggregate amount of $40 million). A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference in its entirety.

In the prospectus supplement for the offering described above, the Company included the following information:

The following table sets forth estimated returns for our hedge funds:

Hybrid

	Estimated2 Month Ended April 30, 2009		Estimated2 Year to Date Through April 30, 2009
Net Returns1
Drawbridge Special Opportunities LP3	1.3	%	4.5	%
Drawbridge Special Opportunities Ltd3	0.3	%	3.8	%
Fortress Partners Fund LP	2.1	%	0.1	%
Fortress Partners Offshore Fund LP	2.4	%	1.0	%

¹ The performance data contained herein reflects returns for a “new issue eligible” investor, net of all fees and expenses borne by the applicable fund as of the close of business on the last day of the relevant period. Fund investor performance may also vary based on, among other things, whether an investor is invested in one or more special investments and the particular fee class to which an investor subscribed.

² Estimated returns are subject to change, and actual results could differ significantly from these estimates.

³ The returns for the Drawbridge Special Opportunities Funds reflect the performance of each fund excluding the performance of the redeeming capital accounts which relate to December 31, 2008 redemptions.

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Liquid

	Estimated2 Month Ended April 30, 2009		Estimated2 Month Through May 8, 2009		Estimated2 Year to Date Through May 8, 2009
Net Returns1
Drawbridge Global Macro Fund Ltd.	0.5	%	1.5	%	7.3	%
Fortress Macro Offshore Fund LP3	N/A		1.6	%	1.6	%
Fortress Commodities Fund L.P.	0.0	%	2.7	%	2.2	%

¹ The performance data contained herein reflects returns for a “new issue eligible” investor, net of all fees and expenses borne by the applicable fund as of the close of business on the last day of the relevant period. Fund investor performance may also vary based on, among other things, whether an investor is invested in one or more special investments and the particular fee class to which an investor subscribed.

² Estimated returns are subject to change, and actual results could differ significantly from these estimates.

³ Fund started on May 1, 2009.

Florida East Coast Industries Inc. (“FECI”), in which we have a total of $281.4 million in direct and indirect equity investments and which therefore constitutes our largest single balance sheet investment, has borrowed a total of approximately $1.6 billion under a credit agreement which matures on July 27, 2009. FECI is currently in negotiations with its lenders under the credit agreement to refinance this indebtedness prior to maturity, and we currently expect that the refinancing will be successfully completed prior to the maturity of the facility. Under the terms of the credit agreement, FECI is required to deliver audited financial statements to its lenders by May 15, 2009, and we do not expect it to deliver those statements. Failure to deliver such statements would result in a technical event of default under the credit agreement, which would permit FECI’s lenders to accelerate the full amount of the indebtedness in their discretion. Based on discussions between FECI and its lenders, we do not currently expect the lenders to exercise this right. Acceleration of FECI’s indebtedness (or the maturity of the facility without being refinanced) could result in a decrease in the valuations ascribed to our direct and indirect investments in FECI which would be taken into account in determining our compliance with covenants under our credit agreement.

The Company is furnishing this Current Report solely to comply with Regulation FD and makes no admission or statement as to the materiality of any information contained in this Current Report. This Current Report is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, unless expressly set forth as being incorporated by reference into such filing. The information contained in this Current Report is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission, particularly the information discussed in the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as other public announcements that the Company may make, by press release or otherwise, from time to time.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated May 13, 2009.

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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.

FORTRESS INVESTMENT GROUP LLC

(Registrant)

/s/ David N. Brooks

David N. Brooks

General Counsel

Date: May 14, 2009

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EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Press Release dated May 13, 2009

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

FORTRESS INVESTMENT GROUP LLC

Contact:

Lilly H. Donohue

Tel: + 1-212-798-6118

Fortress Announces Public Offering of $125 million of Class A Shares

New York, NY. May 13, 2009 - Fortress Investment Group LLC (NYSE: FIG) (“Fortress” or the “Company”) announced today that it plans to raise $125 million in a public offering of its Class A shares. The Company expects to grant the underwriters an option to purchase up to an additional $18.75 million of Class A shares to cover over-allotments, if any. Citi, J.P. Morgan Securities Inc., Merrill Lynch & Co. and Nomura Securities International, Inc. will serve as Joint Book-Running Managers for the offering. The Fortress principals will not sell any shares in connection with the offering, and anticipate purchasing 10% of the shares sold in the offering (up to an aggregate amount of $25 million).

The Company intends to use the net proceeds from the offering to repay a portion of its outstanding indebtedness under its credit agreement, and the remainder for working capital and other general corporate purposes, which may include investments as the general partner in Fortress Funds.

The offering is being made pursuant to a shelf registration statement filed with the Securities and Exchange Commission, which became effective on October 3, 2008. A prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Copies of the preliminary prospectus supplement and the accompanying prospectus may be obtained from Citi, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, NY 11220, or by calling (718) 765-6732; J.P. Morgan Securities Inc., 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245, Attention: Prospectus Department, 718-242-8002; or from Merrill Lynch & Co., 4 World Financial Center, New York, NY 10080, Attn: Prospectus Department.

About Fortress

Fortress is a leading global alternative asset manager with approximately $26.5 billion in assets under management as of March 31, 2009. Fortress manages private equity funds and hedge funds. Fortress was founded in 1998.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not necessarily limited to, statements regarding the plans to make a public offering, the anticipated issuance of Class A Shares by the Company and other statements that are not historical facts. These statements are not historical facts, but instead represent only the Company’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control and are subject to a number of factors that could lead to actual results materially different from those described in the forward-looking statements. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and its Annual Report on Form 10-K, which are, or will be, available on the Company’s website (www.fortress.com). In addition, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. The Company can give no assurance that the expectations of any forward-looking statement will be obtained. Such forward-looking statements speak only as of the date of this press release. The Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based.

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