Press Releases | 10/27/2023
Transaction Expected to Close Shortly After Sculptor Stockholders’ Meeting Scheduled on November 16, 2023
NEW YORK— October 27, 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.
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.
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.
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.