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): October 12, 2023
 
Sculptor Capital Management, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
001-33805
 
26-0354783
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
9 West 57th Street,
New York, NY 10019
(Address of principal executive offices, including zip code)
 
Registrant’s telephone number, including area code:
(212) 790-0000
 
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))
 
Title of each class
 
Trading
Symbol
 
Name of each exchange
on which registered
Class A Shares
 
 SCU
 
New York Stock Exchange
 
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 1.01 Entry into a Material Definitive Agreement.
 
Amendment No. 1 to Agreement and Plan of Merger
 
On October 12, 2023, Sculptor Capital Management, Inc., a Delaware corporation (“Sculptor” or the “Company”), entered into Amendment No. 1 (the “Amendment”) to its previously announced Agreement and Plan of Merger dated July 23, 2023 (including the schedules and exhibits thereto, the “Original Merger Agreement” and, as amended by the Amendment, the “Amended Merger Agreement”), by and among Sculptor, Rithm Capital Corp., a Delaware corporation (“Rithm”), 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”), 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”). Capitalized terms used herein shall have the meanings assigned to them in the Original Merger Agreement or the Amended Merger Agreement, as applicable, unless otherwise defined herein.
 
As previously announced, the Original Merger Agreement provided for, among other things, upon the terms and subject to the conditions set forth therein, (i) the merger of Merger Sub Inc. with and into Sculptor, with Sculptor surviving such merger as the surviving corporation, (ii) the merger of Merger Sub I with and into Capital LP, with Capital LP surviving such merger as the surviving partnership, (iii) the merger of Merger Sub II with and into Advisors LP, with Advisors LP surviving such merger as the surviving partnership, and (iv) the merger of Merger Sub III with and into Advisors II LP, with Advisors II LP surviving such merger as the surviving partnership.
 
Under the terms of the Amendment, the parties have agreed to increase the price to be paid to acquire all issued and outstanding shares of the Company’s Class A Common Stock to $12.00 per share in cash, and have further agreed to (i) amend the Company Termination Fee from $16,576,819 to $20,307,196, (ii) amend the LP Merger Consideration from $167,367,690 to $173,104,681, (iii) amend the Parent Expenses from $5,100,560 to $5,415,252, (iv) remove the requirement for the Company Non-Unitholder Stockholder Approval, (v) remove all provisions relating to the contribution of Rollover Interests held by each of the Rollover Holders, and (vi) provide for the waiver of the standstill restrictions set forth in paragraph 11 of the Confidentiality Agreement dated November 14, 2022, as amended on June 28, 2023, by and between the Company and Rithm, solely to the extent such restrictions prohibit Parent from acquiring (and negotiating such acquisition with Delaware Life Insurance Company) and/or exercising the warrants for the purchase of Company Class A Common Stock issued pursuant to that certain Credit and Guaranty Agreement dated September 25, 2020, by and among Capital LP, as borrower, certain other guarantors party thereto from time to time, the lenders party thereto from time to time and Delaware Life Insurance Company, as administrative agent and as a lender.
 
Other than as expressly modified pursuant to the Amendment, the Original Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by Sculptor on July 24, 2023 (the “Previous 8-K”), remains in full force and effect as originally executed on July 23, 2023. The foregoing description of the Original Merger Agreement, the Amendment, the 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 Original Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Previous 8-K and is incorporated herein by reference, and the full text of the Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
The Amendment has been attached to provide investors with information regarding its terms. Further, the Amendment should not be read alone but instead in conjunction with the Original Merger Agreement which it amends and with the other information regarding the Amended Merger Agreement, the transactions contemplated by the Amended Merger Agreement, Rithm, Sculptor, their respective affiliates and their respective businesses that is contained in, or incorporated by reference into, the proxy statement that has been filed with the SEC by Sculptor in connection with the transactions contemplated by the Amended Merger Agreement, as amended or supplemented from time to time, as well as in the definitive proxy statement, Forms 10-K, Forms 10-Q and other filings that Rithm or Sculptor files or furnishes with the SEC.
 
References to the Original Merger Agreement from and after the entry into the Amendment on October 12, 2023 refer to the Amended Merger Agreement as amended by the Amendment.
 

Item 7.01 Regulation FD Disclosure.
 
On October 12, 2023, Rithm and the Company jointly issued a press release announcing entry into the Amendment. 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 and Exhibit 99.1 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 Sculptor under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, 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 and Exhibit 99.1 is not intended to, and does not, constitute a determination or admission by Sculptor 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 Sculptor.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
 
Description
   
2.1
  Amendment No. 1 to Agreement and Plan of Merger, dated as of October 12, 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.
 
Joint Press Release, dated as of October 12, 2023
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
Additional Information About the Transaction and Where to Find It
 
This communication relates to a proposed transaction between Rithm and Sculptor. In connection with the proposed transaction, Sculptor has filed with the SEC and intends to mail or otherwise provide to its stockholders a proxy statement regarding the proposed transaction. Sculptor may also file other documents with the SEC regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, SCULPTOR’S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents containing information about Sculptor and the proposed transaction, once such documents are filed with the SEC (when available) from the SEC’s website at www.sec.gov and Sculptor’s website at www.sculptor.com. In addition, the proxy statement and other documents filed by Sculptor with, or furnished to, the SEC (when available) may be obtained from Sculptor free of charge by directing a request to Sculptor’s Investor Relations at investorrelations@sculptor.com.
 
Participants in the Solicitation
 
Sculptor and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from Sculptor’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Sculptor in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise is included in the proxy statement filed with the SEC. You may also find additional information about Sculptor’s directors and executive officers in Sculptor’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2023. You can obtain a free copy of this document from Sculptor using the contact information above.
 
No Offer or Solicitation
 
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transaction will be implemented solely pursuant to the terms and conditions of the merger agreement, which contain the full terms and conditions of the proposed transaction.
 
Cautionary Note Regarding Forward-Looking Statements
 
The communication contains statements which may constitute “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding the proposed transaction. All statements, other than statements of current or historical fact, contained in this communication 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 represent Sculptor’s current expectations regarding future events and are subject to a number of assumptions, trends, risks and uncertainties, many of which are beyond Sculptor’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 herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Forward Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Sculptor’s most recent annual and quarterly reports and other filings filed with the SEC, which are available on Sculptor’s website (www.sculptor.com).
 
Factors that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied include, but are not limited to, the following risks relating to the proposed transaction: the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement; the satisfaction of closing conditions to the transaction on a timely basis or at all, including the ability to obtain stockholder approval; uncertainties as to the timing of the transaction; litigation relating to the transaction; the impact of the transaction on Sculptor’s business operations (including the threatened or actual loss of employees, clients or suppliers); incurrence of unexpected costs and expenses in connection with the transaction; and financial or other setbacks if the transaction encounters unanticipated problems. Other important factors that could cause actual results to differ materially from those expressed or implied include, but are not limited to, risks related to changes in the financial, equity and debt markets, risks related to political, economic and market conditions and other risks discussed and identified in public filings made by Sculptor with the SEC.
 
New risks and uncertainties emerge from time to time, and it is not possible for Sculptor 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 communication, and Sculptor expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Sculptor’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

 

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.
 
             
 
 
  
 
Sculptor Capital Management, Inc.
   
Dated: October 12, 2023
 
  
       
 
 
  
 
By:
 
/s/ Dava Ritchea
 
 
  
 
  
 
Name: Dava Ritchea
 
 
  
 
  
 
Title: Chief Financial Officer


Exhibit 2.1

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER

This Amendment No. 1, dated as of October 12, 2023 (this “Amendment”), to the Agreement and Plan of Merger, dated as of July 23, 2023 (the “Merger Agreement”), by and among Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), Sculptor Capital LP, a Delaware limited partnership and Subsidiary of the Company (“Capital LP”), Sculptor Capital Advisors LP, a Delaware limited partnership and Subsidiary of the Company (“Advisors LP”), Sculptor Capital Advisors II LP, a Delaware limited partnership and Subsidiary of the Company (“Advisors II LP” and, together with Capital LP and Advisors LP, the “Operating Partnerships”), Rithm Capital Corp., a Delaware corporation (“Parent”), Calder Sub, Inc., a Delaware corporation and Subsidiary of Parent (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and Subsidiary of Parent (“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”), hereby amends the Merger Agreement as set forth herein.  Each of the Company, Capital LP, Advisors LP, Advisors II LP, Parent, Merger Sub Inc., Merger Sub I, Merger Sub II and Merger Sub III is referred to herein as a “Party” and, collectively, the “Parties.”

W I T N E S S E T H:

WHEREAS, the Parties have determined to amend the Merger Agreement in accordance with Section 9.05 of the Merger Agreement as set forth herein; and

WHEREAS, capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement.

NOW, THEREFORE, the Parties hereto agree as follows:


 1.
Amendment of Section 1.01 – Definitions.


a.
Section 1.01(a) of the Merger Agreement is hereby amended by (i) deleting the defined terms “Company Non-Unitholder Stockholder Approval” and “Required Company Stockholder Approval”, (ii) replacing the dollar amount of “$16,576,819” with the dollar amount of “$20,307,196” in the definition of “Company Termination Fee”, (iii) replacing the dollar amount of “$167,367,690” with the dollar amount of “$173,104,681” in the definition of “LP Merger Consideration”, (iv) replacing the dollar amount of “$5,100,560” with the dollar amount of “$5,415,252” in the definition of “Parent Expenses”.


b.
Section 1.01(b) of the Merger Agreement is hereby amended by removing any defined term that is no longer used in the Merger Agreement as a result of this Amendment.

2. Amendment of Required Company Stockholder Approval. The Merger Agreement is hereby amended by replacing all references to “Required Company Stockholder Approval” with “Company Stockholder Approval” (other than as set forth in Section 1 of this Amendment).

3. Amendment of Section 3.01 – Conversion of Company Class A Common Stock. Section 3.01(a) of the Merger Agreement is hereby amended by replacing the dollar amount of “$11.15” with the dollar amount of “$12.00”.


4. Removal of Rollover Provisions.  The Merger Agreement is hereby amended by (i) deleting the ninth recital, (ii) amending the definition of “Ancillary Agreements” to remove the words “Rollover Agreement”, (iii) deleting Section 3.02(e) and replacing such subsection with “[Reserved]”, (iv) amending Section 3.02(f) to delete the words “(including the Rollover Interests)” and “and Section 3.02(e)”, (v) amending Section 4.27 to delete the words “, the Rollover Agreement” and “and the Rollover”, (vi) amending Section 5.07(a) to delete the words “, the Rollover Agreement and any other agreements entered into in connection with the Rollover”, (vii) amending Section 5.07(b) to delete the words “, the Rollover Agreement and any other agreements entered into in connection with the Rollover”, (viii) amending Section 6.02(f) to delete the words “, the Rollover Agreement”, (ix) amending Section 6.20 to delete the words “, the Rollover” and “and by the terms of the Rollover Agreement”, and (x) deleting Section 6.23.

5. Pursuant to the Company Confidentiality Agreement, the Company hereby waives the standstill restrictions set forth in paragraph 11 of the Company Confidentiality Agreement (the “Standstill”) solely to the extent such restrictions prohibit Parent from acquiring and/or exercising the Company Warrants (and negotiating such acquisition with Delaware Life Insurance Company) (collectively, the “Company Warrants Transaction”). For the avoidance of doubt, this waiver does not otherwise waive or amend the terms of the Standstill. The waiver is in full reservation of all, and without waiver of, any other rights in the Company Confidentiality Agreement. No other provisions of the Company Confidentiality Agreement shall be amended or modified by this waiver, and the remainder of the Company Confidentiality Agreement shall remain in full force and effect in accordance with its terms. Notwithstanding anything in the Merger Agreement or the Ancillary Agreements to the contrary, the Company hereby consents to the Company Warrants Transaction for all purposes under the Merger Agreement and the Ancillary Agreements and hereby waives any breach or purported breach of the Merger Agreement or any Ancillary Agreement resulting from the Company Warrants Transaction (including without limitation for purposes of any representations, warranties, covenants, agreements or the corresponding conditions relating thereto).

6. Each Party hereby acknowledges that the provisions of the Merger Agreement which have not been modified or amended by this Amendment shall remain in full force and effect in all respects. Each reference to “hereof,” “herein,” “hereby,” and “this Agreement” in the Merger Agreement will from and after the entry into this Amendment refer to the Merger Agreement as amended by this Amendment. Notwithstanding anything to the contrary in this Amendment, the date of the Merger Agreement, as amended hereby, will in all instances remain as July 23, 2023, and any references in the Merger Agreement to “the date first above written,” “the date of this Agreement,” “the date hereof” and similar references will continue to refer to July 23, 2023.

7. The provisions of Article IX (Miscellaneous) of the Merger Agreement shall apply mutatis mutandis to this Amendment, and to the Merger Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.

[Signature Page Follows]
2


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the date first written above.

 
RITHM CAPITAL CORP.
     
 
By:
/s/ Nicola Santoro, Jr.
   
Name: Nicola Santoro, Jr.
   
Title: Chief Financial Officer
     
 
CALDER SUB, INC.
     
 
By:
/s/ Nicola Santoro, Jr.
   
Name: Nicola Santoro, Jr.
   
Title: Chief Financial Officer
     
 
CALDER SUB I, LP
     
 
By:
/s/ Nicola Santoro, Jr.
   
Name: Nicola Santoro, Jr.
   
Title: Chief Financial Officer
     
 
CALDER SUB II, LP
     
 
By:
/s/ Nicola Santoro, Jr.
   
Name: Nicola Santoro, Jr.
   
Title: Chief Financial Officer
     
 
CALDER SUB III, LP
     
 
By:
/s/ Nicola Santoro, Jr.
   
Name: Nicola Santoro, Jr.
   
Title: Chief Financial Officer
     
 
SCULPTOR CAPITAL MANAGEMENT, INC.
     
 
By:
/s/ Dava Ritchea
   
Name: Dava Ritchea
   
Title: Chief Financial Officer
     
 
SCULPTOR CAPITAL LP
     
 
By: Sculptor Capital Holding Corporation, its General Partner
     
 
By:
/s/ Dava Ritchea
   
Name: Dava Ritchea
   
Title: Chief Financial Officer
     
 
SCULPTOR CAPITAL ADVISORS LP
     
 
By: Sculptor Capital Holding Corporation, its General Partner
     
 
By:
/s/ Dava Ritchea
   
Name: Dava Ritchea
   
Title: Chief Financial Officer
     
 
SCULPTOR CAPITAL ADVISORS II LP
     
 
By: Sculptor Capital Holding Corporation, its General Partner
     
 
By:
/s/ Dava Ritchea
   
Name: Dava Ritchea
   
Title: Chief Financial Officer

[Signature Page to Amendment No. 1 to Merger Agreement]
Exhibit 99.1
Rithm Capital Corp. Enters into Amended Definitive Merger Agreement to Acquire Sculptor Capital Management for $12.00 Per Sculptor Class A Share

Special Meeting to be Held on November 16, 2023

Sculptor Files Definitive Proxy Materials with SEC

NEW YORK— October 12, 2023 — Rithm Capital Corp. (NYSE: RITM) (“Rithm”) and Sculptor Capital Management Inc. (NYSE: SCU) (“Sculptor”) today announced that they have amended the terms of their previously announced definitive merger agreement (the “Amended Agreement”), pursuant to which Rithm will acquire Sculptor. Under the Amended Agreement, which has been unanimously approved by the boards of directors of both companies, Sculptor Class A stockholders will receive $12.00 per share, representing an increase of 7.62% over Rithm’s previously agreed price of $11.15 per Class A share announced on July 24, 2023, and an aggregate transaction value of approximately $676 million.

Sculptor’s Board of Directors, acting on the unanimous recommendation of the special committee of independent members of Sculptor’s Board of Directors (the “Special Committee”), unanimously approved and recommended that stockholders vote to adopt the Amended Agreement at Sculptor’s special meeting of stockholders (the “Special Meeting”), which will be held at 9:00am ET on November 16, 2023.  Stockholders of record as of the close of business on October 17, 2023 will be entitled to vote their shares at the Special Meeting. All regulatory approvals necessary to consummate the transaction have been received and the fund investor consent threshold of 85% has currently been met (although this is subject to change at the time of closing).

“Throughout this process, the Special Committee has been solely focused on consummating a transaction that maximizes value and certainty of closing for Sculptor stockholders. We are pleased to have been able to deliver a price increase and believe this transaction is in the best interest of Sculptor’s stockholders,” said Marcy Engel, Chairperson of Sculptor’s Board of Directors.

“We remain thrilled to partner with Sculptor and are confident this combination will deliver long-term value for stockholders and fund investors alike by bringing together two talented teams and platforms to create a superior asset management business,” said Michael Nierenberg, Chairman, Chief Executive Officer, and President of Rithm Capital.  “We are grateful for the support we have received from Sculptor’s clients, whose backing is an important testament to the long-term potential of this combination, and look forward to closing this transformational transaction.”

Subject to stockholder approval at the Special Meeting and the satisfaction of other customary closing conditions, Sculptor anticipates that the transaction will close in the fourth quarter of 2023.

Advisors

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 and Ropes & Gray LLP acted as legal 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 $4.7 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 October 1, 2023, Sculptor had approximately $33.6 billion in assets under management.

Additional Information About the Transaction and Where to Find It

This communication relates to a proposed transaction between Rithm Capital Corp. and the Company. In connection with the proposed transaction, the Company filed a revised preliminary proxy statement on Schedule 14A on October 5, 2023 with the SEC. Promptly after filing its definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the SEC, the Company intends to mail or otherwise provide to its stockholders such Proxy Statement. The Company may also file other documents with the SEC regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the Proxy Statement and other documents containing information about the Company and the proposed transaction filed with the SEC (when available) from the SEC’s website at www.sec.gov and the Company’s website at www.sculptor.com. In addition, the proxy statement and other documents filed by the Company with, or furnished to, the SEC (when available) may be obtained from the Company free of charge by directing a request to the Company’s Investor Relations at investorrelations@sculptor.com.

Participants in the Solicitation

The Company and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of the Company in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise are included in the revised preliminary proxy statement and will be included in the Proxy Statement when it is filed with the SEC. You may also find additional information about the Company’s directors and executive officers in the Company’s proxy statement for its 2023 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2023. You can obtain a free copy of this document from the Company using the contact information above.

No Offer or Solicitation

This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The proposed transaction will be implemented solely pursuant to the terms and conditions of the merger agreement, which contain the full terms and conditions of the proposed transaction.

Cautionary Note Regarding Forward-Looking Statements

The communication contains statements which may constitute “forward-looking statements”, including, but not limited to, statements regarding the proposed Transaction. All statements, other than statements of current or historical fact, contained in this communication 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 represent the Company’s current expectations regarding future events and are subject to a number of assumptions, trends, risks and uncertainties, many of which are beyond the Company’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 herein. For a discussion of some of the risks and important factors that could affect such forward-looking statements, see the sections entitled “Forward Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s most recent annual and quarterly reports and other filings filed with the SEC, which are available on the Company’s website (www.sculptor.com).

Factors that could cause actual results and outcomes to differ materially from any future results or outcomes expressed or implied include, but are not limited to, the following risks relating to the proposed Transaction: the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger agreement; the satisfaction of closing conditions to the transaction on a timely basis or at all, including the ability to obtain stockholder approval; uncertainties as to the timing of the transaction; litigation relating to the transaction; the impact of the transaction on the Company’s business operations (including the threatened or actual loss of employees, clients or suppliers); incurrence of unexpected costs and expenses in connection with the transaction; and financial or other setbacks if the transaction encounters unanticipated problems. Other important factors that could cause actual results to differ materially from those expressed or implied include, but are not limited to, risks related to changes in the financial, equity and debt markets, risks related to political, economic and market conditions and other risks discussed and identified in public filings made by the Company with the SEC.

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. Forward-looking statements contained herein speak only as of the date of this communication, and 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 change in events, conditions or circumstances on which any statement is based.

Contacts
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

Rithm – Investor Relations
212-850-7770
ir@rithmcap.com

Rithm – Media
Jon Keehner / Sarah Salky
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
ritm-jf@joelefrank.com

v3.23.3
Document and Entity Information
Oct. 12, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Oct. 12, 2023
Entity File Number 001-33805
Entity Registrant Name Sculptor Capital Management, Inc.
Entity Central Index Key 0001403256
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 26-0354783
Entity Address, Address Line One 9 West 57th Street
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10019
City Area Code 212
Local Phone Number 790-0000
Entity Emerging Growth Company false
Written Communications false
Soliciting Material true
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(g) Security Class A Shares
Trading Symbol SCU
Security Exchange Name NYSE
Sculptor Capital Managem... (NYSE:SCU)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Sculptor Capital Managem... Charts.
Sculptor Capital Managem... (NYSE:SCU)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Sculptor Capital Managem... Charts.