UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2023 (
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Item 1.01 Entry into a Material Definitive Agreement.
Merger Agreement
On July 23, 2023, Sculptor Capital Management, Inc., a Delaware corporation (“Sculptor” or the “Company”) entered into an Agreement and Plan of Merger (including the schedules and exhibits thereto, the “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” and, collectively with Capital LP and Advisors LP, the “Operating Partnerships” and each Operating Partnership, in its capacity as the limited partnership surviving the LP Mergers (as defined below), a “Surviving Limited Partnership” and, collectively, the “Surviving Limited Partnerships”), 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” and, collectively with Merger Sub I and Merger Sub II, the “LP Merger Subs” and, collectively with Merger Sub Inc., the “Merger Subs”). The Merger Agreement provides 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 (the “Surviving Corporation”) (the “Public Merger”), (ii) the merger of Merger Sub I with and into Capital LP, with Capital LP surviving such merger as the surviving partnership (“LP Merger I”), (iii) the merger of Merger Sub II with and into Advisors LP, with Advisors LP surviving such merger as the surviving partnership (“LP Merger II”), 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 (“LP Merger III” and, collectively with LP Merger I and LP Merger II, the “LP Mergers,” and the LP Mergers, collectively with the Public Merger, the “Mergers” and collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”). Each capitalized term used herein but not otherwise defined has the meaning given to it in the Merger Agreement.
The Public Merger will become effective at the time the Certificate of Merger has been filed with the Delaware Secretary of State or at such later effective time and date that is agreed to by Rithm and Sculptor and specified in the Certificate of Merger (the “Effective Time”) and the LP Mergers will become effective at the time the applicable LP Certificates of Merger have been filed with the Delaware Secretary of State or at such later effective time and date that is agreed to by Rithm and Sculptor and specified in the LP Certificates of Merger (the “LP Mergers Effective Time”).
Sculptor’s Board of Directors (the “Board”), acting on the unanimous recommendation of a special committee formed for the purpose of considering strategic alternatives for the Company (the “Special Committee”), unanimously approved the terms of the Merger Agreement and unanimously recommended the approval of the Transactions by the Company’s stockholders. The Special Committee also instructed that the general partner of the Operating Partnerships (the “General Partner”) to approve the Merger Agreement and Transactions and the General Partner has approved the Merger Agreement and the Transactions accordingly.
Effect of Public Merger on Capital Stock
On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i) each share of Class A common stock, $0.01 par value per share, of Sculptor (the “Class A Common Stock”) issued and outstanding immediately prior to the Effective Time (but excluding (x) any shares of Sculptor Common Stock (as defined below) that are owned directly by Rithm, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of Sculptor, (y) any shares of Sculptor Common Stock as to which appraisal rights have been properly exercised and (z) any unvested Sculptor Restricted Stock Awards (as defined below and treatment of which is described below) to be cancelled without payment in respect thereof pursuant to Section 3.06(c) of the Merger Agreement) will be cancelled and converted into the right to receive an amount in cash equal to $11.15, without interest (the “Public Merger Consideration”), (ii) each share of Class B common stock, $0.01 par value per share, of Sculptor (the “Class B Common Stock” and, together with the Class A Common Stock, the “Sculptor Common Stock”) issued and outstanding immediately prior to the Effective Time will be cancelled and no payment will be made in respect thereof and (iii) each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time will be converted into and become one (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.
In addition, pursuant to the Merger Agreement, warrants for the purchase of Class A Common Stock (the “Sculptor Warrants”) issued and outstanding immediately prior to the Effective Time will remain outstanding, but will, upon any subsequent exercise of such Sculptor Warrant, be entitled to receive only an amount in cash equal to the Public Merger Consideration less the per-share exercise price for such Sculptor Warrant as set forth in the applicable Sculptor Warrant for each share of Sculptor Common Stock for which such Sculptor Warrant was exercisable immediately prior to the closing of the Transactions (the “Closing”), provided that the holder of any Sculptor Warrant may notify the Surviving Corporation in accordance with the terms of such Sculptor Warrant before the 30th day after a Change of Control (as defined in each Sculptor Warrant) that such holder is exercising the holder’s right to cause Sculptor to purchase such Sculptor Warrant from such holder for the Black-Scholes value of the remaining unexercised portion of such Sculptor Warrant in accordance with its terms.
Effect of LP Mergers on Operating Partnership Units
On the terms and subject to the conditions set forth in the Merger Agreement, at the LP Mergers Effective Time, each Class A common unit of the Operating Partnerships (“LP Class A Unit”), Class A-1 common unit of the Operating Partnerships (“LP Class A-1 Unit”), Class E common unit of the Operating Partnerships (“LP Class E Unit”), Class P common unit of the Operating Partnerships (“LP Class P Unit”) and Class P-4 common unit of the Operating Partnerships (“LP Class P-4 Unit”) issued and outstanding immediately prior to the LP Mergers Effective Time that is vested at the LP Mergers Effective Time or vests as a result of the consummation of the Transactions, in each case, in accordance with the limited partnership agreements of the Operating Partnerships (the “Operating Partnership LPAs”), and any applicable award agreement (but excluding (x) any units of the Operating Partnerships that are owned directly by Rithm, the LP Merger Subs or any of their subsidiaries or held in treasury of the Operating Partnerships, (y) Unvested Units (as defined below) and (z) Rollover Interests (as defined below)) will be converted into the right to receive an amount in cash equal to the applicable per-unit amount that a holder of such unit of the Operating Partnership (an “Operating Partnership Unit”) is entitled to receive in a liquidity event pursuant to the terms of each of the Operating Partnership LPAs (where the aggregate amount payable by the Operating Partnerships is $167,367,690 (inclusive of the aggregate value of the Rollover Interests)), payable to the holder thereof, without interest (the “LP Merger Consideration”), which equates to approximately $6.90 for each LP Class A Unit and each LP Class A-1 Unit and $0 for each LP Class E Unit, LP Class P Unit and LP Class P-4 Unit.
At the LP Mergers Effective Time, (i) each Operating Partnership Unit held by a Sculptor service provider that is unvested at the LP Mergers Effective Time and that does not vest as a result of the consummation of the Transactions (the “Unvested Units”), (ii) each LP profit sharing interest and (iii) each Class C non-equity interest of the Operating Partnerships, in each case of clauses (i), (ii) and (iii), will cease to exist and no payment will be made in respect thereof. Additionally, at the LP Mergers Effective Time, (a) each Class B common unit of the Operating Partnerships (the “LP Class B Units”) that is issued and outstanding immediately prior to the LP Mergers Effective Time will continue to remain outstanding as LP Class B Units of the applicable Surviving Limited Partnership following the LP Mergers Effective Time, (b) each general partner interest of Sculptor Capital Holding Corporation, a Delaware corporation and subsidiary of Sculptor (the “General Partner”), as general partner of each Operating Partnership outstanding immediately prior to the LP Mergers Effective Time will remain outstanding following the LP Mergers Effective Time and the General Partner will continue as the general partner of each Operating Partnership, (c) each Rollover Interest held by each of the Rollover Holders (as defined below) that are outstanding immediately prior to the LP Mergers Effective Time will be contributed to the applicable HoldCo (as defined below) and will continue to remain outstanding following the LP Mergers Effective Time and (d) each issued and outstanding limited partner interest of Merger Sub I, Merger Sub II and Merger Sub III issued and outstanding immediately prior to the LP Mergers Effective Time will be converted into one (1) Class A common unit of the applicable Surviving Limited Partnership and the holder of such limited partner interest of Merger Sub I, Merger Sub II and Merger Sub III will be admitted as a limited partner of the applicable Surviving Limited Partnership.
Treatment of Sculptor Stock Awards
At the Effective Time (i) each outstanding award of performance-based restricted shares of Sculptor Common Stock or performance-based restricted stock units in respect of shares of Sculptor Common Stock granted pursuant to Sculptor’s equity incentive plans (each, a “Sculptor Performance Award”) that is vested or that vests at the Effective
Time pursuant to its terms will be cancelled and converted into the right to receive the Public Merger Consideration with respect to each share of Sculptor Common Stock underlying such Sculptor Performance Award, less any applicable withholding taxes and each other Sculptor Performance Award that remains outstanding as of the Effective Time, and any Sculptor Performance Award that immediately prior to the Effective Time is permitted to be or is automatically cancelled pursuant to its terms, will be cancelled at the Effective Time without any consideration therefor; (ii) each outstanding award of service-based restricted stock units in respect of shares of Sculptor Common Stock (including any such award to be settled in cash) granted pursuant to Sculptor’s equity incentive plans (each, a “Sculptor RSU Award”) that is vested or that vests at the Effective Time pursuant to its terms will be cancelled and converted into the right to receive the Public Merger Consideration with respect to each share of Sculptor Common Stock underlying such Sculptor RSU Award, less any applicable withholding taxes; (iii) each outstanding award of service-based restricted shares of Sculptor Common Stock granted pursuant to Sculptor’s equity incentive plans (each, a “Sculptor Restricted Stock Award”) that is vested or that vests as of the Effective Time pursuant to its terms will be cancelled and converted into the right to receive the Public Merger Consideration, less any applicable withholding taxes; and (iv) each Sculptor RSU Award or Sculptor Restricted Stock Award that remains outstanding immediately prior to the Effective Time that is unvested will automatically be cancelled and converted into a restricted cash award (a “Converted Stock Award”) which will have a cash value equal to the product of (x) the aggregate number of shares of Sculptor Common Stock underlying such unvested Sculptor RSU Award or Sculptor Restricted Stock Award, as applicable, immediately prior to the Effective Time multiplied by (y) the Public Merger Consideration. Each Converted Stock Award will be subject to substantially the same terms and conditions as applied to the corresponding Sculptor RSU Award or Sculptor Restricted Stock Award, as applicable, immediately prior to the Effective Time and will be paid (less applicable withholding taxes) promptly upon vesting.
Rollover
Holders of LP Class A Units and LP Class A-1 Units are expected to be offered the opportunity to enter into a rollover agreement (the “Rollover Agreement”) with Rithm, Calder Holdco I, LP, a Delaware limited partnership and subsidiary of Rithm (“Holdco I”), Calder Holdco II, LP, a Delaware limited partnership and subsidiary of Rithm (“Holdco II”), and Calder Holdco III, LP, a Delaware limited partnership and subsidiary of Rithm (collectively with Holdco I and Holdco II, the “Holdcos”). Holders of such Operating Partnership units that elect to enter into the Rollover Agreement (“Rollover Holders”) will agree, subject to the terms and conditions set forth in the Rollover Agreement, immediately prior to the Closing, to contribute certain of their equity interests in the Operating Partnerships (the “Rollover Interests”) to the Holdcos in exchange for a number of equity interests in each of the Holdcos (with one such interest in each Holdco collectively referred to as a “Holdco Preferred Interest”) having an aggregate value equal to the contributed value of the Rollover Interests (the “Rollover”). The closing of the Rollover will be conditioned upon the holders of at least 50% of the issued and outstanding LP Class A Units and LP Class A-1 Units entering into the Rollover Agreement prior to the date of the Company Stockholder Meeting (the “Rollover Condition”). The terms of the Rollover will be disclosed in the Company’s proxy statement on Schedule 14A in respect of the Transactions. Holders of LP Class A Units and LP Class A-1 Units that do not enter into the Rollover Agreement, or in the event that the Rollover Condition is not satisfied and the Rollover does not occur, all holders of LP Class A Units and LP Class A-1 Units, will receive the consideration described above under “ —Effect of LP Mergers on Operating Partnership Units” at the LP Mergers Effective Time.
Post-Closing Governance
On the terms and subject to the conditions set forth in the Merger Agreement, (i) as of the Effective Time, the directors and officers of Merger Sub Inc. immediately prior to the Effective Time will become the directors and officers of the Surviving Corporation and (ii) as of the LP Mergers Effective Time, (A) the General Partner will continue as the general partner of each Surviving Limited Partnership, Rithm (or a direct or indirect subsidiary of Rithm) will be admitted as a limited partner of each Surviving Limited Partnership and each Surviving Limited Partnership will be continued without dissolution, and (B) the officers of the General Partner of each Operating Partnership immediately prior to the LP Mergers Effective Time will be the officers of the General Partner of each Surviving Limited Partnership.
Representations, Warranties and Covenants
The Merger Agreement contains certain customary representations and warranties made by each party, which, in the case of Sculptor and the Operating Partnerships, are qualified by the confidential disclosures provided to Rithm in connection with the Merger Agreement, as well as matters included in Sculptor’s reports filed with the Securities and Exchange Commission (the “SEC”) prior to the date of the Merger Agreement. Rithm, Sculptor and the Operating Partnerships have agreed to various customary covenants, including covenants regarding the conduct of Sculptor’s business prior to the Closing, covenants requiring Sculptor to recommend that its stockholders approve the Merger Agreement and covenants prohibiting Sculptor from soliciting alternative acquisition proposals or providing information to or engaging in discussions with third parties, in each case, except in limited circumstances as provided in the Merger Agreement.
Rithm has agreed to a covenant requiring it to establish, effective as of the Closing, (i) a retention program for certain members of Sculptor’s leadership team and (ii) a long-term incentive program (“LTIP”) for certain members of Sculptor’s leadership team who support the Sculptor business following the Closing. The retention program will have a total value of up to $35 million and will be allocated to certain members of Sculptor’s leadership team in the form of Rithm restricted stock or restricted stock units, which will vest in two equal installments on the second and third anniversaries of the Closing. The LTIP will provide for awards from a pool of 20%, subject to escalation based on achievement of certain performance thresholds, in the growth in the value of the Sculptor business above Rithm’s basis in such business, measured over a period of five years (or less, upon certain circumstances), subject to achieving an 8% internal rate of return hurdle on Rithm’s investment in the Sculptor business. At least 55% of the pool under the LTIP will be allocated to Sculptor employees. Awards under the LTIP will generally be subject to continued performance of services and will vest in three installments on the third, fourth and fifth anniversaries of the Closing.
Conditions to the Mergers
Consummation of the Transactions is subject to certain customary conditions, including (i) approval of the Transactions by the requisite vote of Sculptor’s stockholders (the “Company Stockholder Approval”) and approval of the Transactions by the affirmative vote of the holders representing at least a majority of the aggregate voting power of the outstanding shares of Class A Common Stock owned by the Non-Unitholder Stockholders and that are entitled to vote thereon (the “Company Non-Unitholder Stockholder Approval” and together with the Company Stockholder Approval, the “Required Stockholder Approval”), (ii) approval of the LP Mergers by the General Partner of each of the Operating Partnerships, (iii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the approval of the Financial Conduct Authority in the United Kingdom and the approval of the Securities and Futures Commission in Hong Kong, (iv) the absence of a Company Material Adverse Effect on Sculptor, (v) the accuracy of each party’s representations and warranties (subject to customary materiality qualifiers), (vi) each party’s compliance with its covenants and agreements contained in the Merger Agreement in all material respects and (vii) the receipt of consent of investment funds or other vehicles managed by Sculptor and its subsidiaries representing at least 85% of such parties’ run rate revenue to the “assignment” (as defined in the Investment Advisers Act of 1940) of their client contracts.
Termination Rights and Fee
The Merger Agreement may be terminated by either party under certain circumstances, including (i) if the Closing has not occurred on or before July 23, 2024; (ii) if a court or other governmental entity has issued a final and non-appealable order prohibiting the Closing; (iii) if Sculptor fails to obtain the Required Stockholder Approval; or (iv) upon a material uncured breach by the other party that would result in a failure of the conditions to the Closing to be satisfied. In addition, prior to obtaining the Required Stockholder Approval, (a) Sculptor may terminate the Merger Agreement, subject to the payment of a termination fee, in order to enter into an agreement for a superior proposal and (b) Rithm may terminate the Merger Agreement if the Board makes an adverse recommendation change.
Sculptor will be required to pay Rithm a termination fee of $16,576,819 (net of any payment of Rithm Expenses (as defined below)) in the following circumstances (i) if Rithm terminates the Merger Agreement due to an adverse recommendation change; (ii) if Sculptor terminates the Merger Agreement and an adverse recommendation change occurs, the Sculptor stockholder meeting has been held and the Merger Agreement has not been adopted by the Required Stockholder Approval; (iii) if Sculptor terminates the Merger Agreement in order to enter into a definitive agreement with respect to a superior proposal; or (iv) if an acquisition proposal is made for Sculptor and not withdrawn, the Merger Agreement is later terminated under certain circumstances and within twelve months after
termination Sculptor enters into a definitive agreement with respect to an acquisition proposal and that acquisition proposal is subsequently consummated. Sculptor is also required to reimburse Rithm’s costs and expenses in connection with the negotiation, execution and performance of the Transactions, subject to a cap of $5,100,560 (“Rithm Expenses”), if the Merger Agreement is terminated by Sculptor or terminated by Rithm if the Sculptor stockholder meeting has been held and the Merger Agreement has not been adopted by the Required Stockholder Approval.
The foregoing description of the Merger Agreement, 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 Merger Agreement, 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 Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about Rithm or Sculptor. The representations, warranties and covenants in the Merger Agreement were made solely for the benefit of the parties to the Merger Agreement and as of specific dates; are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and are subject to standards of materiality applicable to the contracting parties that may differ from those applicable to investors. In particular, the assertions embodied in the representations and warranties contained in the Merger Agreement may be subject to important qualifications and limitations agreed to by Rithm and Sculptor in connection with the negotiated terms of the Merger Agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement. Further, the Merger Agreement should not be read alone but instead should be read in conjunction with the other information regarding the Merger Agreement, the Transactions, Rithm, Sculptor, their respective affiliates and their respective businesses that is or will be contained in, or incorporated by reference into, the proxy statement that will be filed with the SEC, as well as in the Forms 10-K, Forms 10-Q and other filings that Sculptor or Rithm files or furnishes with the SEC.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On and effective as of July 23, 2023, the Board, in consultation with the Special Committee, the Company’s senior management and legal advisors to the Company and the Special Committee, approved an amendment of the Company’s Amended and Restated By-Laws, effective September 12, 2019 (the “Bylaws”) to implement an exclusive forum provision (the “Bylaw Amendment”).
The Bylaw Amendment provides that, unless the Company consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Company, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director, officer or stockholder of the Company to the Company or to the Company’s stockholders, (iii) any action, suit or proceeding arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Company’s Certificate of Incorporation or the Bylaws (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim governed by the internal affairs doctrine; and (b) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant to such complaint. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.
This description of the Bylaw Amendment is qualified in its entirety by reference to the full text of the Bylaw Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 24, 2023, Rithm and Sculptor jointly issued a press release in connection with the Transactions. 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 8.01 Other Events.
Voting and Support Agreements
In connection with entering into the Merger Agreement, on July 23, 2023, Rithm entered into Voting Agreements with each of James S. Levin, Wayne Cohen, Brett Klein and Peter Wallach (the “Specified Stockholders”) (the “Voting Agreements”), whereby each Specified Stockholder has agreed, among other things, to vote all shares held by such Specified Stockholder in favor of the Company Stockholder Approval at any meeting of the stockholders of Sculptor and in favor of any other transactions or matters expressly contemplated by the Merger Agreement and (ii) against any alternative acquisition proposals. The Specified Stockholders also agreed not to transfer or otherwise dispose of any Sculptor Common Stock or other securities of Sculptor or its subsidiaries, other than certain permitted transfers, during the term of the Voting Agreements. The Voting Agreements shall terminate upon the earliest to occur of, among other things, (i) the termination of the Merger Agreement pursuant to and in compliance with the terms therein, (ii) the mutual written consent of Rithm and the Specified Stockholder and (iii) the receipt of the Required Stockholder Approval. As of the date hereof, the Specified Stockholders collectively control approximately 26.0% of the voting power in connection with the Company Stockholder Approval.
The foregoing description of the Voting Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of each of the Voting Agreements, respectively, copies of which are filed as Exhibits 99.2, 99.3, 99.4 and 99.5 to the Current Report on Form 8-K filed by Rithm on the date hereof and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of July 23, 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.* | |
| 3.1 | Amendment No. 1 to the Amended and Restated By-Laws of Sculptor Capital Management, Inc., dated as of July 23, 2023. | |
| 99.1 | Joint Press Release, dated as of July 24, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request. |
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 intends to file with the Securities and Exchange Commission (“SEC”) and 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 [email protected].
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 will be included in the proxy statement when it is 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 required regulatory and stockholder approvals; 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: July 24, 2023 | ||||||
| By: | /s/ Dava Ritchea | |||||
| Name: Dava Ritchea | ||||||
| Title: Chief Financial Officer | ||||||