Daniel S. Och and Other Former EMDs Have
Entered into Binding Agreement to Vote Shares in Support of the
Rithm Transaction and Dismiss their Pending Litigation
Transaction Expected to Close Shortly After
Sculptor Stockholders’ Meeting Scheduled on November 16, 2023
Rithm Capital Corp. (NYSE: RITM; “Rithm”) and Sculptor Capital
Management Inc. (NYSE: SCU; “Sculptor”) today announced 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 shareholders will receive $12.70 per share (the
“Transaction”), representing an increase of 13.9% over Rithm’s
original bid of $11.15 per share announced on July 24, 2023, and an
aggregate transaction value of approximately $719.8 million. The
Transaction represents a premium of 49.4% over the unaffected
November 17, 2022, closing Class A share price of $8.50.
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Daniel S. Och and other former EMDs have executed a transaction
support agreement under which they will vote their shares,
representing an aggregate of approximately 15.2% of the outstanding
Sculptor voting shares, in favor of the Transaction. The group has
also agreed to dismiss their pending litigation with prejudice.
As part of the Amended Agreement, Rithm has also agreed to waive
Sculptor’s client consent condition with respect to all Sculptor
funds, provided that the closing of the Transaction occurs on or
prior to November 17, 2023.
Michael Nierenberg, Chairman, Chief Executive Officer and
President of Rithm stated, “We remain thrilled to partner with
Sculptor and thank Dan and the other founders for their support of
Rithm’s amended agreement. We 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. We look forward to closing this
transformational transaction that delivers great value to Sculptor
and Rithm stockholders.”
Marcy Engel, Chair of the Board of Directors of Sculptor stated,
“We are pleased to reach this amended agreement with Rithm, which
delivers a highly attractive premium to Sculptor stockholders, and
appreciate the support of Mr. Och and the other former EMDs in
achieving this outcome for stockholders.”
The Sculptor Board of Directors, acting on the unanimous
approval and recommendation of the Special Committee, has approved
the Amended Agreement and recommends Sculptor stockholders vote in
favor of the Amended Agreement.
As noted above all closing conditions have been satisfied—other
than receipt of Sculptor stockholder approval and other customary
conditions to be satisfied at the closing—and the transaction is
expected to close shortly after the Sculptor stockholders’ meeting
that is scheduled on November 16, 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 $4.9 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 September 1, 2023, Sculptor had
approximately $34.2 billion in assets under management.
Additional Information About the Transaction and Where to
Find It
This press release relates to a proposed transaction between
Rithm and Sculptor. In connection with the proposed transaction,
Sculptor has filed with the SEC and mailed or otherwise provided 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 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 press release 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.
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Rithm
Investor Relations 212-850-7770 ir@rithmcap.com
Media Jon Keehner / Sarah Salky Joele Frank, Wilkinson
Brimmer Katcher 212-355-4449 ritm-jf@joelefrank.com
Sculptor
Shareholder Services Ellen Conti Sculptor 212-719-7381
investorrelations@sculptor.com
Media Jonathan Gasthalter Gasthalter & Co.
212-257-4170 sculptor@gasthalter.com
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