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 17, 2023
Rithm Capital Corp.
(Exact name of registrant as specified in its charter)
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Delaware
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(State or other jurisdiction of incorporation)
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001-35777
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45-3449660
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(Commission File Number)
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(IRS Employer Identification No.)
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799 Broadway
New York, New York
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10003
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code (212)
850-7770
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class:
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Trading Symbol:
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Name of each exchange on which registered:
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Common Stock, $0.01 par value per share
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RITM
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New York Stock Exchange
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7.50% Series A Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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RITM PR A
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New York Stock Exchange
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7.125% Series B Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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RITM PR B
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New York Stock Exchange
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6.375% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
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RITM PR C
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New York Stock Exchange
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7.00% Fixed-Rate Reset Series D Cumulative Redeemable Preferred Stock
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RITM PR D
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
| Item 7.01. |
Regulation FD Disclosure.
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On November 17, 2023 (the “Closing Date”), Rithm Capital Corp., a Delaware corporation (“Rithm”), issued a press release announcing the completion of
the transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger, dated July 23, 2023 (the “Merger Agreement”, and collectively with Amendment No. 1 to the Merger Agreement, dated as of October 12, 2023 (the “First Amendment”),
and Amendment No. 2 to the Merger Agreement, dated as of October 26, 2023 (the “Second Amendment”), the “Amended Merger Agreement”), by and among Rithm, Sculptor Capital Management, Inc., a Delaware corporation (“Sculptor”), Sculptor Capital LP, a
Delaware limited partnership and subsidiary of Sculptor (“Capital LP”), Sculptor Capital Advisors LP, a Delaware limited partnership and subsidiary of Sculptor (“Advisors LP”), Sculptor Capital Advisors II LP, a Delaware limited partnership and
subsidiary of Sculptor (“Advisors II LP” and, collectively with Capital LP and Advisors LP, the “Operating Partnerships” and each Operating Partnership, in its capacity as the limited partnership surviving the LP Mergers (as defined below), a
“Surviving Limited Partnership” and, collectively, the “Surviving Limited Partnerships”), Calder Sub, Inc., a Delaware corporation and subsidiary of Rithm (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and subsidiary of Rithm
(“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub III” and, collectively with Merger Sub I and
Merger Sub II, the “LP Merger Subs” and, collectively with Merger Sub Inc., the “Merger Subs”).
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and the information contained therein is incorporated by
reference into this Item 7.01.
The information contained in the press release is being furnished, not filed, pursuant to this Item 7.01. Accordingly, such information will not be
incorporated by reference into any filing filed by Rithm under the Securities Act of 1933 or the Securities Exchange Act of 1934, unless specifically identified therein as being incorporated by reference therein. The furnishing of the information in
this Current Report on Form 8-K with respect to the press release is not intended to, and does not, constitute a determination or admission by Rithm that such information is material or complete, or that investors should consider this information
before making an investment decision with respect to any security of Rithm.
On the Closing Date, Rithm completed the previously announced acquisition of Sculptor pursuant to the Amended Merger Agreement. Pursuant to the
Amended Merger Agreement, on the Closing Date, (i) Merger Sub Inc. was merged with and into Sculptor, with Sculptor surviving such merger as the surviving corporation (the “Surviving Corporation”) (the “Public Merger”), (ii) Merger Sub I was merged
with and into Capital LP, with Capital LP surviving such merger as the surviving partnership (the “LP Merger I”), (iii) Merger Sub II was merged with and into Advisors LP, with Advisors LP surviving such merger as the surviving partnership (the “LP
Merger II”), and (iv) Merger Sub III was merged with and into Advisors II LP, with Advisors II LP surviving such merger as the surviving partnership (the “LP Merger III” and, collectively with the LP Merger I and the LP Merger II, the “LP Mergers”).
The Public Merger became effective at the time the Certificate of Merger for the Public Merger was filed with the Delaware Secretary of State on the Closing Date (the “Effective Time”) and the LP Mergers became effective at the time the applicable
Certificate of Merger for the LP Mergers were filed with the Delaware Secretary of State on the Closing Date (the “LP Mergers Effective Time”).
Pursuant to the Amended Merger Agreement, at the Effective Time, (i) each share of Class A common stock, $0.01 par value per share, of Sculptor (the
“Class A Common Stock”) issued and outstanding immediately prior to the Effective Time (but excluding (x) any shares of Sculptor Common Stock (as defined below) that were owned directly by Rithm, Merger Sub Inc. or any of their subsidiaries
immediately prior to the Effective Time or held in treasury of Sculptor, (y) any shares of Sculptor Common Stock as to which appraisal rights have been properly exercised and (z) any unvested Sculptor Restricted Stock Awards (as defined below and
treatment of which is described below) that were cancelled without payment in respect thereof pursuant to Section 3.06(c) of the Amended Merger Agreement) was cancelled and converted into the right to receive an amount in cash equal to $12.70,
without interest (the “Public Merger Consideration”), (ii) each share of Class B common stock, $0.01 par value per share, of Sculptor (the “Class B Common Stock” and, together with the Class A Common Stock, the “Sculptor Common Stock”) issued and
outstanding immediately prior to the Effective Time was cancelled and no payment was made in respect thereof and (iii) each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Inc. issued and outstanding immediately
prior to the Effective Time was converted into and became one (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
Pursuant to the Amended Merger Agreement, at the LP Mergers Effective Time, each Class A common unit of the Operating Partnerships (“LP Class A
Unit”), Class A-1 common unit of the Operating Partnerships (“LP Class A-1 Unit”), Class E common unit of the Operating Partnerships (“LP Class E Unit”), Class P common unit of the Operating Partnerships (“LP Class P Unit”) and Class P-4 common unit
of the Operating Partnerships (“LP Class P-4 Unit”) issued and outstanding immediately prior to the LP Mergers Effective Time that was vested at the LP Mergers Effective Time or vested as a result of the consummation of the Transactions, in each
case, in accordance with the limited partnership agreements of the Operating Partnerships (the “Operating Partnership LPAs”), and any applicable award agreement (but excluding (x) any units of the Operating Partnerships that were owned directly by
Rithm, the LP Merger Subs or any of their subsidiaries or held in treasury of the Operating Partnerships and (y) Unvested Units (as defined below)) were converted into the right to receive an amount in cash equal to the applicable per-unit amount
that a holder of such unit of the Operating Partnership (an “Operating Partnership Unit”) was entitled to receive in a liquidity event pursuant to the terms of each of the Operating Partnership LPAs (where the aggregate amount payable by the
Operating Partnerships was $177,856,138, payable to the holder thereof, without interest (the “LP Merger Consideration”), which equated to approximately $7.33 for each LP Class A Unit and each LP Class A-1 Unit and $0 for each LP Class E Unit, LP
Class P Unit and LP Class P-4 Unit.
Pursuant to the Amended Merger Agreement, at the LP Mergers Effective Time, (i) each Operating Partnership Unit held by a Sculptor service provider
that was unvested at the LP Mergers Effective Time and that did not vest as a result of the consummation of the Transactions (the “Unvested Units”), (ii) each LP profit sharing interest and (iii) each Class C non-equity interest of the Operating
Partnerships, in each case of clauses (i), (ii) and (iii), ceased to exist and no payment was made in respect thereof. Additionally, pursuant to the Amended Merger Agreement, at the LP Mergers Effective Time, (a) each Class B common unit of the
Operating Partnerships (the “LP Class B Units”) that was issued and outstanding immediately prior to the LP Mergers Effective Time continued to remain outstanding as LP Class B Units of the applicable Surviving Limited Partnership following the LP
Mergers Effective Time, (b) each general partner interest of Sculptor Capital Holding Corporation, a Delaware corporation and subsidiary of Sculptor (the “General Partner”), as general partner of each Operating Partnership, outstanding immediately
prior to the LP Mergers Effective Time remained outstanding following the LP Mergers Effective Time and the General Partner continued as the general partner of each Operating Partnership, and (c) each issued and outstanding limited partner interest
of Merger Sub I, Merger Sub II and Merger Sub III issued and outstanding immediately prior to the LP Mergers Effective Time was converted into one (1) Class A common unit of the applicable Surviving Limited Partnership and the holder of such limited
partner interest of Merger Sub I, Merger Sub II and Merger Sub III was admitted as a limited partner of the applicable Surviving Limited Partnership.
In addition, pursuant to the Amended Merger Agreement, at the Effective Time (i) each outstanding award of performance-based restricted shares of
Sculptor Common Stock or performance-based restricted stock units in respect of shares of Sculptor Common Stock granted pursuant to Sculptor’s equity incentive plans (each, a “Sculptor Performance Award”) that was vested or vested at the Effective
Time pursuant to its terms was cancelled and converted into the right to receive the Public Merger Consideration with respect to each share of Sculptor Common Stock underlying such Sculptor Performance Award, less any applicable withholding taxes and
each other Sculptor Performance Award that remained outstanding as of the Effective Time, and any Sculptor Performance Award that immediately prior to the Effective Time was permitted to be or was automatically cancelled pursuant to its terms, was
cancelled at the Effective Time without any consideration therefor; (ii) each outstanding award of service-based restricted stock units in respect of shares of Sculptor Common Stock (including any such award to be settled in cash) granted pursuant to
Sculptor’s equity incentive plans (each, a “Sculptor RSU Award”) that was vested or that vested at the Effective Time pursuant to its terms was cancelled and converted into the right to receive the Public Merger Consideration with respect to each
share of Sculptor Common Stock underlying such Sculptor RSU Award, less any applicable withholding taxes; (iii) each outstanding award of service-based restricted shares of Sculptor Common Stock granted pursuant to Sculptor’s equity incentive plans
(each, a “Sculptor Restricted Stock Award”) that was vested or that vested as of the Effective Time pursuant to its terms was cancelled and converted into the right to receive the Public Merger Consideration, less any applicable withholding taxes;
and (iv) each Sculptor RSU Award or Sculptor Restricted Stock Award that remained outstanding immediately prior to the Effective Time that was unvested was automatically cancelled and converted into a restricted cash award (a “Converted Stock Award”)
which has a cash value equal to the product of (x) the aggregate number of shares of Sculptor Common Stock underlying such unvested Sculptor RSU Award or Sculptor Restricted Stock Award, as applicable, immediately prior to the Effective Time
multiplied by (y) the Public Merger Consideration. Each Converted Stock Award is subject to substantially the same terms and conditions as applied to the corresponding Sculptor RSU Award or Sculptor Restricted Stock Award, as applicable, immediately
prior to the Effective Time and will be paid (less applicable withholding taxes) promptly upon vesting.
The foregoing description of the Amended Merger Agreement, the Public Merger, the LP Mergers and the other Transactions is not complete and is subject
to, and qualified in its entirety by reference to, the full text of the Merger Agreement, the First Amendment and the Second Amendment, copies of which are filed as Exhibit 2.1, Exhibit 2.2 and Exhibit 2.3, respectively, to this Current Report on
Form 8-K and are incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Agreement and Plan of Merger, dated as of July 23, 2023, by and among Rithm Capital Corp., Sculptor Capital Management, Inc., Sculptor Capital LP, Sculptor Capital Advisors LP, Sculptor Capital Advisors II LP,
Calder Sub, Inc., Calder Sub I, LP, Calder Sub II, LP, and Calder Sub III, LP (incorporated herein by reference to Exhibit 2.1 of Rithm Capital Corp.’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (the
“SEC”) on July 24, 2023).*
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Amendment No. 1 to Agreement and Plan of Merger, dated as of October 12, 2023, by and among Rithm Capital Corp., Calder Sub, Inc., Calder Sub I, LP, Calder Sub II, LP, and Calder Sub III, LP, Sculptor Capital
Management, Inc., Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP (incorporated herein by reference to Exhibit 2.1 of Rithm Capital Corp.’s Current Report on Form 8-K, filed with the SEC on October 12,
2023).
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Amendment No. 2 to Agreement and Plan of Merger, dated as of October 26, 2023, by and among Rithm Capital Corp., Calder Sub, Inc., Calder Sub I, LP, Calder Sub II, LP, and Calder Sub III, LP, Sculptor Capital
Management, Inc., Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP (incorporated herein by reference to Exhibit 2.1 of Rithm Capital Corp.’s Current Report on Form 8-K, filed with the SEC on October 27,
2023).
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Press Release, dated as of November 17, 2023.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request.
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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.
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RITHM CAPITAL CORP.
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(Registrant)
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By:
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/s/ Nicola Santoro, Jr.
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Name:
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Nicola Santoro, Jr.
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Title:
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Chief Financial Officer and Chief Accounting Officer
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Dated: November 17, 2023
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Exhibit 99.1
Rithm Capital Corp. Completes Acquisition of Sculptor Capital Management
NEW YORK, November 17, 2023 – Rithm Capital Corp. (NYSE: RITM; “Rithm”) today completed its previously announced acquisition of Sculptor Capital Management Inc.
(“Sculptor”) for $12.70 per Class A share in a transaction valued at approximately $719.8 million. In connection with the completion of the transaction, Sculptor's common stock will cease trading on the New York Stock Exchange and will be delisted.
“The completion of this transaction is a significant milestone for our team and an important next step in the growth and evolution of Rithm,” said Michael Nierenberg,
Chairman, Chief Executive Officer, and President of Rithm Capital. “We are excited to bring together our talented teams and create a superior global asset management business focused on delivering significant, long-term value for our shareholders
and fund investors.”
Jimmy Levin, Chief Investment Officer and Executive Managing Partner of Sculptor said “We are extremely happy to combine forces with Rithm. This transaction positions us
for long-term success and our team is invigorated to continue our mission of providing attractive returns to our fund investors.”
Citi acted as the exclusive financial advisor to Rithm and Skadden, Arps, Slate, Meagher & Flom LLP and Debevoise & Plimpton LLP served as legal counsel to Rithm.
PJT Partners acted as financial advisor and Latham & Watkins LLP acted as legal counsel to Sculptor’s Special Committee. J.P. Morgan Securities LLC acted as financial advisor, Ropes & Gray LLP acted as legal counsel, and Gibson Dunn &
Crutcher LLP, as tax counsel to Sculptor.
About Rithm Capital
Rithm Capital is an asset manager focused on the real estate and financial services industries. Rithm Capital’s investments in operating entities include leading
origination and servicing platforms held through its wholly-owned subsidiaries, Newrez LLC, Caliber Home Loans Inc., and Genesis Capital LLC, as well as investments in affiliated businesses that provide residential and commercial real estate
related services. The Company seeks to provide attractive risk-adjusted returns across interest rate environments. Since inception in 2013, Rithm Capital has delivered approximately $4.9 billion in dividends to shareholders. Rithm Capital is
organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes and is headquartered in New York City.
About Sculptor
Sculptor is a leading global alternative asset manager and a specialist in opportunistic investing. For over 25 years, Sculptor has pursued consistent outperformance by
building an operating model and culture which balance the ability to act swiftly on market opportunity with rigorous diligence that minimizes risk. Sculptor’s model is driven by a global team that is predominantly home-grown, long tenured and
incentivized to put client outcomes first. With offices in New York, London and Hong Kong, Sculptor invests across credit, real estate and multi-strategy platforms in all major geographies. As of November 1, 2023, Sculptor had approximately $32.8
billion in assets under management.
Cautionary Note Regarding Forward-Looking Statements
Certain information in this press release may constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. All statements, other than statements of current or historical fact, contained in this press release may be forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,”
“may,” “should,” “could,” “estimate,” “intend” (or the negative of these terms) and other similar expressions are intended to identify forward-looking statements. These statements are not historical facts. They represent management’s current
expectations regarding future events and are subject to a number of trends and uncertainties, many of which are beyond Rithm’s control, which could cause actual results to differ materially from those described in the forward-looking statements.
Accordingly, you should not place undue reliance on any forward-looking statements contained in this press release. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections
entitled “Cautionary Statements Regarding Forward Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Rithm’s and Sculptor’s most recent annual and quarterly reports and
other filings filed with the U.S. Securities and Exchange Commission, which are available on both companies’ websites (www.rithmcap.com and www.sculptor.com).
Factors which could have a material adverse effect on Rithm’s and Sculptor’s operations and future prospects include, but are not limited to, the following risks relating
to the transactions, including in respect of litigation related to the transactions; the impact of the transactions on each company’s business operations (including the threatened or actual loss of employees, clients or suppliers); the inability to
obtain, or delays in obtaining, cost savings and synergies from the transactions; incurrence of unexpected costs and expenses in connection with the transactions; risks related to changes in the financial, equity and debt markets; and risks related
to political, economic and market conditions. In addition, the risks to which Sculptor’s business is subject, including those risks described in Sculptor’s periodic reports filed with the U.S. Securities and Exchange Commission, could adversely
affect the transactions and, following the completion of the transactions, our operations and future prospects.
New risks and uncertainties emerge from time to time, and it is not possible for Rithm 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. Forward-looking statements contained herein speak only as of the date of this press release, and Rithm expressly disclaims any obligation to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change in Rithm’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.
Contacts
Rithm – Investor Relations
212-850-7770
ir@rithmcap.com
Rithm – Media
Jon Keehner / Sarah Salky / Erik Carlson
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ritm-jf@joelefrank.com
Sculptor – Shareholder Services
Ellen Conti
Sculptor
212-719-7381
investorrelations@sculptor.com
Sculptor – Media Relations
Jonathan Gasthalter
Gasthalter & Co.
212-257-4170
sculptor@gasthalter.com