Sculptor Capital to be acquired by Rithm Capital for $11.15 per share in cash

Sculptor Capital Management, Inc.

Merger consideration: $11.15 per share in cash for Sculptor Class A common stock.
Required approvals include stockholder vote, HSR, UK FCA, Hong Kong SFC, and 85% client consent.
Termination fee of $16.58M payable by Sculptor under certain circumstances, plus expense reimbursement up to $5.1M.
Rollover option for LP unit holders; condition requires at least 50% participation by LP Class A/A-1 holders.
Rithm to establish $35M retention program and LTIP pool of 20% of growth above 8% IRR hurdle for Sculptor leaders.

item 1.01 item 5.03 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Sculptor Capital Management, Inc.: Adopted an exclusive forum provision in the Bylaws (effective 2023-07-23).

Change: bylaw amendment
Effective: 2023-07-23

Exact text from the filing

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 ”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Sculptor Capital Management, Inc. entered into Agreement and Plan of Merger with Rithm Capital Corp. (effective 2023-07-23).

Action: entry
Agreement: merger
Counterparty: Rithm Capital Corp.
Effective: 2023-07-23

Exact text from the filing

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 I

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Source: SEC EDGAR

accession 0001193125-23-191866

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