Sculptor Capital Management, Inc. (“Sculptor” or the “Company”)
(NYSE: SCU) today announced that its special committee of
independent members of the Company’s Board of Directors (the
“Special Committee”) has issued the following statement in response
to a media inquiry to ensure accurate information is available to
the Company’s stockholders:
“We have received an unsolicited proposal from a third party
that had participated in the strategic alternatives process. This
bidder has not demonstrated adequate committed funding for any of
its bids.
Though this latest bid’s headline valuation is higher than the
Rithm transaction, this proposal only includes committed financing
for less than half of the amount required to consummate the
transaction and underestimates the amount that would be necessary
by several hundred million dollars. Accordingly, in light of the
foregoing and other issues with the proposal, the Special Committee
has not determined that the bid is, or is reasonably expected to
lead to, a Superior Proposal (as defined in the Company’s merger
agreement with Rithm). Further details will be provided in the
Company’s proxy statement which will be publicly filed.”
As previously announced, the Company’s Board of Directors,
acting on the unanimous recommendation of the Special Committee,
has unanimously approved the transaction with Rithm and has
recommended that the Company’s stockholders vote to approve it as
well. The transaction is expected to close in the fourth quarter of
2023, subject to customary closing conditions, including receipt of
approval from the Company’s stockholders, certain regulatory
approvals, and receipt of certain consents.
Advisors
PJT Partners and Latham & Watkins LLP are serving as
advisors to Sculptor’s Special Committee. J.P. Morgan Securities
LLC and Weil, Gotshal & Manges LLP are serving as advisors to
Sculptor.
About Sculptor
Sculptor is a leading global alternative asset manager and a
specialist in opportunistic investing. For over 25 years, Sculptor
has pursued consistent outperformance by building an operating
model and culture which balance the ability to act swiftly on
market opportunity with rigorous diligence that minimizes risk.
Sculptor’s model is driven by a global team that is predominantly
home-grown, long tenured and incentivized to put client outcomes
first. With offices in New York, London and Hong Kong, Sculptor
invests across credit, real estate and multi-strategy platforms in
all major geographies. As of August 1, 2023, Sculptor had
approximately $34.0 billion in assets under management. For more
information, please visit our website (www.sculptor.com).
Additional Information About the Transaction and Where to
Find It
This communication relates to a proposed transaction between
Rithm Capital Corp. and Sculptor Capital Management, Inc.
(“Sculptor”). In connection with the proposed transaction, Sculptor
intends to file with the Securities and Exchange Commission (“SEC”)
and mail or otherwise provide to its stockholders a proxy statement
regarding the proposed transaction. Sculptor may also file other
documents with the SEC regarding the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, SCULPTOR'S STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT IN ITS ENTIRETY WHEN IT BECOMES
AVAILABLE AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION
WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors
and security holders may obtain a free copy of the proxy statement
and other documents containing information about Sculptor and the
proposed transaction, once such documents are filed with the SEC
(when available) from the SEC's website at www.sec.gov and
Sculptor's website at www.sculptor.com. In addition, the proxy
statement and other documents filed by Sculptor with, or furnished
to, the SEC (when available) may be obtained from Sculptor free of
charge by directing a request to Sculptor's Investor Relations at
investorrelations@sculptor.com.
Participants in the Solicitation Sculptor and certain of
its directors, executive officers and employees may be considered
to be participants in the solicitation of proxies from Sculptor's
stockholders in connection with the proposed transaction.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the stockholders
of Sculptor in connection with the proposed transaction, including
a description of their respective direct or indirect interests, by
security holdings or otherwise will be included in the proxy
statement when it is filed with the SEC. You may also find
additional information about Sculptor's directors and executive
officers in Sculptor's proxy statement for its 2023 Annual Meeting
of Stockholders, which was filed with the SEC on April 28, 2023.
You can obtain a free copy of this document from Sculptor using the
contact information above.
No Offer or Solicitation This communication is for
information purposes only and is not intended to and does not
constitute, or form part of, an offer, invitation or the
solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the proposed transaction or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. The proposed
transaction will be implemented solely pursuant to the terms and
conditions of the merger agreement, which contain the full terms
and conditions of the proposed transaction.
Cautionary Note Regarding Forward-Looking Statements The
communication contains statements which may constitute
“forward-looking statements” made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995,
including, but not limited to, statements regarding the proposed
transaction. All statements, other than statements of current or
historical fact, contained in this communication may be
forward-looking statements. Without limiting the foregoing, the
words “believes,” “anticipates,” “plans,” “expects,” “may,”
“should,” “could,” “estimate,” “intend” (or the negative of these
terms) and other similar expressions are intended to identify
forward-looking statements. These statements represent Sculptor’s
current expectations regarding future events and are subject to a
number of assumptions, trends, risks and uncertainties, many of
which are beyond Sculptor’s control, which could cause actual
results to differ materially from those described in the
forward-looking statements. Accordingly, you should not place undue
reliance on any forward-looking statements contained herein. For a
discussion of some of the risks and important factors that could
affect such forward-looking statements, see the sections entitled
“Forward Looking Statements,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of
Operations” in Sculptor’s most recent annual and quarterly reports
and other filings filed with the SEC, which are available on
Sculptor’s website (www.sculptor.com).
Factors that could cause actual results and outcomes to differ
materially from any future results or outcomes expressed or implied
include, but are not limited to, the following risks relating to
the proposed transaction: the occurrence of any event, change, or
other circumstances that could give rise to the termination of the
merger agreement; the satisfaction of closing conditions to the
transaction on a timely basis or at all, including the ability to
obtain required regulatory and stockholder approvals; uncertainties
as to the timing of the transaction; litigation relating to the
transaction; the impact of the transaction on Sculptor’s business
operations (including the threatened or actual loss of employees,
clients or suppliers); incurrence of unexpected costs and expenses
in connection with the transaction; and financial or other setbacks
if the transaction encounters unanticipated problems. Other
important factors that could cause actual results to differ
materially from those expressed or implied include, but are not
limited to, risks related to changes in the financial, equity and
debt markets, risks related to political, economic and market
conditions and other risks discussed and identified in public
filings made by Sculptor with the SEC.
New risks and uncertainties emerge from time to time, and it is
not possible for Sculptor to predict or assess the impact of every
factor that may cause its actual results to differ from those
contained in any forward-looking statements. Forward-looking
statements contained herein speak only as of the date of this
communication, and Sculptor expressly disclaims any obligation to
release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in Sculptor’s
expectations with regard thereto or change in events, conditions or
circumstances on which any statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230820766563/en/
Sculptor - Shareholder Services Ellen Conti Sculptor
212-719-7381 investorrelations@sculptor.com
Sculptor - Media Relations Jonathan Gasthalter Gasthalter
& Co. 212-257-4170 sculptor@gasthalter.com
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