--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-23-053771" form_type: "8-K" ticker: null cik: "0001403256" company_name: "Sculptor Capital Management, Inc." filed_at: "2023-11-17T23:59:59+00:00" generated_at: "2026-06-07T23:56:18.600016+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Sculptor Capital acquired by Rithm for $12.70/share, ~$719.8M ## Summary - 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. ## SEC filing metadata - accession: 0001140361-23-053771 - form_type: 8-K - cik: 0001403256 - company_name: Sculptor Capital Management, Inc. - filed_at: 2023-11-17T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/ny20014865x1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-23-053771 - JSON: https://secwatch.observer/filing/0001140361-23-053771.json - Plain text: https://secwatch.observer/filing/0001140361-23-053771.txt ## Key facts - Executive change James Levin resigned as Director at Sculptor Capital Management, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - Executive change Bharath Srikrishnan resigned as Director at Sculptor Capital Management, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - Executive change David Bonanno resigned as Director at Sculptor Capital Management, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - Executive change Wayne Cohen resigned as Director at Sculptor Capital Management, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - Executive change Charmel Maynard resigned as Director at Sculptor Capital Management, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - Executive change Marcy Engel resigned as Director at Sculptor Capital Management, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - Governance Changes Sculptor Capital Management, Inc.: Amended and restated bylaws in their entirety at effective time of merger. - Change: bylaw amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - Governance Changes Sculptor Capital Management, Inc.: Amended and restated certificate of incorporation at effective time of merger. - Change: charter amendment source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - M&A Transactions 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 source text: 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, evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - Material Agreements 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - Shareholder Votes 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 source text: 1. To adopt the Merger Agreement Votes For 30,545,405 Votes Against 3,344,864 Abstentions 1,118,130 Proposal 1 was approved. evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm - Shareholder Votes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1403256/000114036123053771/0001140361-23-053771-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.