The Founding Partners of Sculptor Capital Enter Into Agreement With Rithm Capital to Support Increased Offer to Benefit All Sculptor Shareholders

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10/27/2023 - 06:02 AM

NEW YORK--(BUSINESS WIRE)-- The Founding Partners of Sculptor Capital Management, Inc. ("Sculptor" or the "Company") (NYSE: SCU), which group is comprised of Daniel S. Och, Harold Kelly, Richard Lyon, James O’Connor and Zoltan Varga, today announced that they have entered into an agreement to support Rithm Capital Corp. (NYSE: RITM; “Rithm”) in connection with its materially increased offer to acquire Sculptor for $12.70 per Class A share (the “Support Agreement”).

Over the last 18 months, the Founding Partners have focused on increasing shareholder value. Through public statements and actions, we have sought to promote transparency and worked to ensure a competitive process open to all bidders.

Specifically, since Sculptor announced a deal with Rithm, we have focused our efforts on securing a better deal for all shareholders. Today, Rithm has raised the deal price for all shareholders to $12.70, which is an increase of 13.9% from the original deal price of $11.15. The enhanced consideration will be paid in part by the adoption of additional management compensation changes, including by eliminating a walkaway provision and establishing standard non-compete and non-solicit clauses that will promote stability at the combined company.

Daniel S. Och, said, “We are pleased to have helped negotiate a better outcome for Sculptor shareholders. I have known Michael Nierenberg for a long time, and I believe that he and his team will be proper stewards of the business for the benefit of investors, employees and shareholders.”

Under the terms of the Support Agreement, the Founding Partners have agreed to vote shares held by them, representing an aggregate of approximately 15.2% of the outstanding Sculptor voting shares, in favor of the transaction. The Founding Partners have also agreed to withdraw their pending litigation.