Rithm Capital Corp. Completes Acquisition of Sculptor Capital Management
November 17 2023 - 8:41AM
Business Wire
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20231117314490/en/
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
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