8-K
filed November 17, 2023, 6:59 PM ET
CIK 0001403256
M&A
confidence high
sentiment neutral
materiality 1.00
Sculptor Capital Management, Inc.: M&A transaction — Sculptor Capital acquired by Rithm for $12.70/share, ~$719.8M
Sculptor Capital Management, Inc.
- All outstanding Class A shares converted into $12.70 cash per share.
- Total transaction valued at approximately $719.8 million.
- Shareholders voted 89.02% of Class A and 97.03% of Class B in favor of merger.
- Sculptor's common stock delisted from NYSE; company now wholly owned by Rithm.
- All pre-closing directors resigned; Rithm designees appointed as directors.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Levin resigned as Director at Sculptor Capital Management, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Mergers, James Levin, Wayne Cohen, Marcy Engel, Charmel Maynard, Bharath Srikrishnan, and David Bonanno, being all of the directors of the Company immediately prior to the Effective Time, resigned from the board of directors of the Company (and from all of the committees thereof), subject to the closing of the Mergers and effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bharath Srikrishnan resigned as Director at Sculptor Capital Management, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Mergers, James Levin, Wayne Cohen, Marcy Engel, Charmel Maynard, Bharath Srikrishnan, and David Bonanno, being all of the directors of the Company immediately prior to the Effective Time, resigned from the board of directors of the Company (and from all of the committees thereof), subject to the closing of the Mergers and effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Bonanno resigned as Director at Sculptor Capital Management, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Mergers, James Levin, Wayne Cohen, Marcy Engel, Charmel Maynard, Bharath Srikrishnan, and David Bonanno, being all of the directors of the Company immediately prior to the Effective Time, resigned from the board of directors of the Company (and from all of the committees thereof), subject to the closing of the Mergers and effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Wayne Cohen resigned as Director at Sculptor Capital Management, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Mergers, James Levin, Wayne Cohen, Marcy Engel, Charmel Maynard, Bharath Srikrishnan, and David Bonanno, being all of the directors of the Company immediately prior to the Effective Time, resigned from the board of directors of the Company (and from all of the committees thereof), subject to the closing of the Mergers and effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Charmel Maynard resigned as Director at Sculptor Capital Management, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Mergers, James Levin, Wayne Cohen, Marcy Engel, Charmel Maynard, Bharath Srikrishnan, and David Bonanno, being all of the directors of the Company immediately prior to the Effective Time, resigned from the board of directors of the Company (and from all of the committees thereof), subject to the closing of the Mergers and effective as of the Effective Time.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Marcy Engel resigned as Director at Sculptor Capital Management, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
In connection with the consummation of the Mergers, James Levin, Wayne Cohen, Marcy Engel, Charmel Maynard, Bharath Srikrishnan, and David Bonanno, being all of the directors of the Company immediately prior to the Effective Time, resigned from the board of directors of the Company (and from all of the committees thereof), subject to the closing of the Mergers and effective as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sculptor Capital Management, Inc.: Amended and restated bylaws in their entirety at effective time of merger.
- Change
- bylaw amendment
Exact text from the filing
at the Effective Time, the amended and restated bylaws of the Company as in effect immediately prior to the Effective Time were amended and restated in their entirety
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Sculptor Capital Management, Inc.: Amended and restated certificate of incorporation at effective time of merger.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, the restated certificate of incorporation of the Company that was in effect immediately prior to the Effective Time was amended and restated to be in the form of Exhibit A to the Merger Agreement
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Sculptor Capital Management, Inc. underwent a change of control involving Rithm Capital Corp. for $12.70 per share in cash (closed 2023-11-17).
- Action
- change of control
- Counterparty
- Rithm Capital Corp.
- Consideration
- $12.70 per share in cash
- Closing
- 2023-11-17
Exact text from the filing
Restricted Stock Awards (as defined below and treatment of which is described below)) was cancelled, extinguished, and converted into the right to receive cash in the amount of $12.70, without interest, subject to applicable withholding taxes (the “ Public Merger Share Consideration ”). At the Effective Time, all of the shares of (i) Class B common stock,
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Sculptor Capital Management, Inc. entered into Limited Waiver with Delaware Life Insurance Company valued at $22,622,205.60 (effective 2023-11-17).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Delaware Life Insurance Company
- Value
- $22,622,205.60
- Effective
- 2023-11-17
Exact text from the filing
On November 17, 2023 the Company entered into a limited waiver (the “ Limited Waiver ”) in connection with that certain Credit and Guaranty Agreement dated as of September 25, 2020, among Capital LP as borrower, Advisors LP, Advisors II LP, Delaware Life Insurance Company, as administrative agent, and the lenders party thereto from time to time
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Sculptor Capital Management, Inc. shareholders approved To adopt the Merger Agreement at the 2023-11-16 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2023-11-16
Exact text from the filing
1. To adopt the Merger Agreement Votes For 30,545,405 Votes Against 3,344,864 Abstentions 1,118,130 Proposal 1 was approved.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Sculptor Capital Management, Inc. shareholders approved To approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to the Company’s named executive officers in connection with the Mergers. at the 2023-11-16 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-11-16
Exact text from the filing
2. To approve, on a non-binding, advisory basis, the compensation that will or may become payable by the Company to the Company’s named executive officers in connection with the Mergers. Votes For 46,992,855 Votes Against 4,488,910 Abstentions 1,526,634 Proposal 2 was approved.
View on SEC.gov
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