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): August 2, 2017

OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-33805	26-0354783
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9 West 57th Street, New York, New York	10019
(Address of Principal Executive Offices)	(Zip Code)

212-790-0000

(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 (see General Instruction A.2. below):

¨ 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 August 2, 2017, Och-Ziff Capital Management Group LLC (the “Company”) filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q for the six months endedJune 30, 2017. Pursuant to that certain indenture, as amended by a first supplemental indenture, each dated as of November 20, 2014, among Och-Ziff Finance Co. LLC (“Oz Finance”), the guarantors named therein (collectively with Oz Finance, the “Credit Parties”) and Wilmington Trust, National Association, as trustee, attached as Exhibit 99.1 is a copy of the unaudited reconciliation indicating the differences between the financial information of the Company and the financial information of the Credit Parties and their subsidiaries on a combined and consolidated basis, taken as a whole.

The information in this Current Report on Form 8-K, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Current Report on Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit  No.	Description
99.1	Unaudited Reconciliation of Financial Data

SIGNATURES

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 thereunto duly authorized.

OCH-ZIFF CAPITAL MANAGEMENT GROUP LLC
(Registrant)
By:	/s/ Alesia J. Haas
	Alesia J. Haas
	Chief Financial Officer and Executive Managing Director

August 2, 2017

Exhibit Index

Exhibit  No.	Description
99.1	Unaudited Reconciliation of Financial Data

EX-99.1

Unaudited Reconciliation of Financial Data

The following tables present the historical unaudited financial information for the Credit parties and their consolidated subsidiaries (the “Oz Operating Group”) as of and for the six months endedJune 30, 2017. The Oz Operating Group does not report audited or unaudited financial information on a stand-alone basis. Accordingly, the financial data presented herein for the Oz Operating Group has been reconciled to Och-Ziff Capital Management Group LLC’s financial statements for the relevant periods. You should read this data in conjunction with Och-Ziff Capital Management Group LLC’s financial statements and the related notes included in its Quarterly Report on Form 10-Q for the six months endedJune 30, 2017, which was filed with the U.S. Securities and Exchange Commission on August 2, 2017.

	June 30, 2017
	Oz Operating Group			Consolidated Funds and Related Eliminations			Other(1)			Och-Ziff Capital Management Group LLC Consolidated
	(dollars in thousands)
Assets
Cash and cash equivalents	$	274,150		$	—		$	1,715		$	275,865
Investments	182,365			(22,683		)	—			159,682
Income and fees receivable	81,120			—			—			81,120
Due from related parties	78,492			—			(48,479		)	30,013
Deferred income tax assets	1,631			—			681,690			683,321
Other assets, net	125,822			—			55			125,877
Assets of consolidated funds:
Investments of consolidated funds, at fair value	—			233,100			—			233,100
Other assets of consolidated funds	—			35,404			—			35,404
Total Assets	$	743,580		$	245,821		$	634,981		$	1,624,382
Liabilities and Shareholders' Equity
Liabilities
Due to related parties	$	1,603		$	—		$	520,831		$	522,434
Debt obligations	429,202			—			—			429,202
Compensation payable	47,343			—			—			47,343
Other liabilities	194,052			—			586			194,638
Liabilities of consolidated funds:
Debt obligations of consolidated CLO, at fair value	—			110,938			—			110,938
Other liabilities of consolidated funds	—			110,205			—			110,205
Total Liabilities	672,200			221,143			521,417			1,414,760
Redeemable Noncontrolling Interests	420,000			24,678			—			444,678
Shareholders' (Deficit) Equity
Class A Shares, no par value	—			—			—			—
Class B Shares, no par value	—			—			—			—
Paid-in capital	12,718,171			—			(9,640,021		)	3,078,150
Accumulated deficit	(13,071,203		)	—			9,510,721			(3,560,482		)
Shareholders' deficit attributable to Class A Shareholders	(353,032		)	—			(129,300		)	(482,332		)
Shareholders' equity attributable to noncontrolling interests	4,412			—			242,864			247,276
Total Shareholders' (Deficit) Equity	(348,620		)	—			113,564			(235,056		)
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' (Deficit) Equity	$	743,580		$	245,821		$	634,981		$	1,624,382

(1) Includes amounts related to entities not included in the Oz Operating Group or the consolidated funds, including related eliminations.

	Six Months Ended June 30, 2017
	Oz Operating Group			Consolidated Funds and Related Eliminations			Other(1)			Och-Ziff Capital Management Group LLC Consolidated
	(dollars in thousands)
Revenues
Management fees	$	166,337		$	—		$	—		$	166,337
Incentive income	117,741			—			—			117,741
Other revenues	2,603			(46		)	—			2,557
Income of consolidated funds	—			1,463			—			1,463
Total Revenues	286,681			1,417			—			288,098
Expenses
Compensation and benefits	139,622			—			—			139,622
Interest expense	11,432			—			—			11,432
General, administrative and other	81,090			—			3			81,093
Expenses of consolidated funds	—			544			—			544
Total Expenses	232,144			544			3			232,691
Other Income
Changes in tax receivable agreement liability	—			—			—			—
Net gains on investments in funds and joint ventures	1,473			(687		)	—			786
Net gains of consolidated funds	—			620			—			620
Total Other Income	1,473			(67		)	—			1,406
Income (Loss) Before Income Taxes	56,010			806			(3		)	56,813
Income taxes	2,183			—			13,117			15,300
Consolidated and Total Comprehensive Net Income (Loss)	53,827			806			(13,120		)	41,513
Less: Income attributable to noncontrolling interests	(275		)	—			(31,645		)	(31,920		)
Less: Income attributable to redeemable noncontrolling interests	—			(806		)	—			(806		)
Net Income (Loss) Attributable to Och-Ziff Capital Management Group LLC	53,552			—			(44,765		)	8,787
Less: Change in redemption value of Preferred Units	(7,446		)	—			4,593			(2,853		)
Net Income (Loss) Attributable to Class A Shareholders	$	46,106		$	—		$	(40,172	)	$	5,934

(1) Includes amounts related to entities not included in the Oz Operating Group or the consolidated funds, including related eliminations.