Special Meeting to be Held on November 16,
2023
Sculptor Files Definitive Proxy Materials with
SEC
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.
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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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231012306204/en/
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
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