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): November 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 November 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 nine months endedSeptember 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

November 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 nine months endedSeptember 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 nine months endedSeptember 30, 2017, which was filed with the U.S. Securities and Exchange Commission on November 2, 2017.

	September 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	$	315,879		$	—		$	2,038		$	317,917
Investments	324,031			(19,383		)	—			304,648
Income and fees receivable	77,847			—			—			77,847
Due from related parties	71,905			—			(49,103		)	22,802
Deferred income tax assets	2,168			—			680,984			683,152
Other assets, net	83,411			—			106			83,517
Assets of consolidated funds:
Investments of consolidated funds, at fair value	—			41,074			—			41,074
Other assets of consolidated funds	—			12,416			—			12,416
Total Assets	$	875,241		$	34,107		$	634,025		$	1,543,373
Liabilities and Shareholders' Equity
Liabilities
Due to related parties	$	1,117		$	—		$	520,831		$	521,948
Debt obligations	541,016			—			—			541,016
Compensation payable	53,143			—			—			53,143
Other liabilities	179,956			—			487			180,443
Liabilities of consolidated funds:
Other liabilities of consolidated funds	—			8,965			—			8,965
Total Liabilities	775,232			8,965			521,318			1,305,515
Redeemable Noncontrolling Interests	420,000			25,142			—			445,142
Shareholders' (Deficit) Equity
Class A Shares, no par value	—			—			—			—
Class B Shares, no par value	—			—			—			—
Paid-in capital	12,740,515			—			(9,653,268		)	3,087,247
Accumulated deficit	(13,064,597		)	—			9,505,964			(3,558,633		)
Shareholders' deficit attributable to Class A Shareholders	(324,082		)	—			(147,304		)	(471,386		)
Shareholders' equity attributable to noncontrolling interests	4,091			—			260,011			264,102
Total Shareholders' (Deficit) Equity	(319,991		)	—			112,707			(207,284		)
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders' (Deficit) Equity	$	875,241		$	34,107		$	634,025		$	1,543,373

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

	Nine Months Ended September 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	$	243,510		$	(2	)	$	—		$	243,508
Incentive income	168,990			—			—			168,990
Other revenues	4,271			(190		)	—			4,081
Income of consolidated funds	—			3,518			—			3,518
Total Revenues	416,771			3,326			—			420,097
Expenses
Compensation and benefits	214,112			—			—			214,112
Interest expense	17,043			—			—			17,043
General, administrative and other	114,229			—			—			114,229
Expenses of consolidated funds	—			9,368			—			9,368
Total Expenses	345,384			9,368			—			354,752
Other Income
Changes in tax receivable agreement liability	—			—			—			—
Net gains on investments in funds and joint ventures	2,048			(998		)	—			1,050
Net gains of consolidated funds	—			8,278			—			8,278
Total Other Income	2,048			7,280			—			9,328
Income (Loss) Before Income Taxes	73,435			1,238			—			74,673
Income taxes	3,269			—			13,973			17,242
Consolidated and Total Comprehensive Net Income (Loss)	70,166			1,238			(13,973		)	57,431
Less: Income attributable to noncontrolling interests	(535		)	—			(41,145		)	(41,680		)
Less: Income attributable to redeemable noncontrolling interests	—			(1,238		)	—			(1,238		)
Net Income (Loss) Attributable to Och-Ziff Capital Management Group LLC	69,631			—			(55,118		)	14,513
Less: Change in redemption value of Preferred Units	(7,446		)	—			4,593			(2,853		)
Net Income (Loss) Attributable to Class A Shareholders	$	62,185		$	—		$	(50,525	)	$	11,660

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