Rithm raises Sculptor bid to $12.70/share; secures 15.2% voting support from Och group

Rithm Capital Corp.

Consideration increased to $12.70 per Sculptor Class A share (from $12.00); aggregate value ~$719.8M.
Daniel Och and other former EMDs agree to vote ~15.2% of voting power in favor and dismiss litigation.
Client consent condition waived if closing occurs by Nov 17, 2023.
Termination fee increased to $22.43M (from $20.31M); expense reimbursement cap raised to $5.68M.
Transaction expected to close shortly after Sculptor stockholder meeting on Nov 16, 2023.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.99

Rithm Capital Corp. amended Amendment No. 2 to the Agreement and Plan of Merger with 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, Calder Sub III, LP valued at increase of cash consideration per Share from $12.00 to $12.70 for Class A Common Stock; increase of (effective 2023-10-26).

Action: amendment
Agreement: merger
Counterparty: 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, Calder Sub III, LP
Value: increase of cash consideration per Share from $12.00 to $12.70 for Class A Common Stock; increase of
Effective: 2023-10-26

Exact text from the filing

On October 26, 2023, Rithm, Merger Subs, Sculptor and the Operating Partnerships entered into Amendment No. 2 to the Merger Agreement (the "Second Amendment").

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24 material agreements filed in the last 30 days. Browse all material agreements →

Rithm Capital Corp. filing history →

Source: SEC EDGAR

accession 0001140361-23-049804

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