On August 14, 2020, Fortress Value Acquisition Corp. II (the Company) consummated its initial public offering (the
IPO) of 34,500,000 units (the Units), including the issuance of 4,500,000 Units as a result of the underwriters exercise of their over-allotment option. Each Unit consists of one share of Class A
common stock of the Company, par value $0.0001 per share (Common Stock), and one-fifth of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase
one share of Class A Common Stock at an exercise price of $11.50 per share. The Units were sold at a price of $10.00 per share, generating gross proceeds to the Company of $345,000,000.
Substantially concurrently with the closing of the IPO, the Company completed the private sale of 5,933,333 warrants (the Private
Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant, to the Companys sponsor, Fortress Acquisition Sponsor II LLC (the Sponsor), generating gross proceeds to the Company of approximately
$8,900,000. The Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO, except that, so long as they are held by the Sponsor or its permitted transferees: (i) they will not be redeemable by the Company
(except in certain redemption scenarios when the price per share of Common Stock equals or exceeds $10.00 (as adjusted)), (ii) they (including the shares of Common Stock issuable upon exercise of these warrants) may not, subject to certain limited
exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Companys initial business combination, (iii) they may be exercised by the holders on a cashless basis, and (iv) they (including the
shares of Common Stock issuable upon exercise of these warrants) are entitled to registration rights.
A total of $345,000,000, comprised
of the proceeds from the IPO and the sale of the Private Placement Warrants, were placed in a U.S.-based trust account at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with
respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes, if any, the proceeds from the IPO will not be released from the trust account until the earliest to occur of: (i) the completion
of the Companys initial business combination, (ii) the redemption of any public shares properly tendered in connection with a stockholder vote to amend the Companys amended and restated certificate of incorporation (A) to
modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provisions
relating to stockholders rights or pre-initial business combination activity and (iii) the redemption of all of the Companys public shares if the Company has not completed its initial business
combination within 24 months from the closing of the IPO, subject to applicable law.
On August 11, 2020, in connection with the IPO,
the Company filed its previously approved Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and entered into the following agreements previously filed as exhibits to the Company registration
statement (File No. 333-240092):
A Warrant Agreement, dated August 11, 2020, between the Company and Continental Stock Transfer &