Rithm Capital acquiring Sculptor Capital for $12.70 per share

Rithm Capital (RITM) and Sculptor Capital (SCU) have amended the terms of their definitive merger agreement pursuant to which Rithm will acquire Sculptor. Under the Amended Agreement, unanimously approved by the boards of directors of both companies, Sculptor Class A shareholders will receive $12.70 per share, representing an increase of 13.9% over Rithm’s original bid of $11.15 per share announced on July 24, and an aggregate transaction value of approximately $719.8M. The transaction represents a premium of 49.4% over the unaffected November 17, 2022, closing Class A share price of $8.50. Daniel Och and other former EMDs have executed a transaction support agreement under which they will vote their shares, representing an aggregate of approximately 15.2% of the outstanding Sculptor voting shares, in favor of the Transaction. The group has also agreed to dismiss their pending litigation with prejudice. Rithm has also agreed to waive Sculptor’s client consent condition with respect to all Sculptor funds, provided that the closing of the Transaction occurs on or prior to November 17. The Sculptor Board of Directors has approved the Amended Agreement and recommends Sculptor stockholders vote in favor of the Amended Agreement. The transaction is expected to close shortly after the Sculptor stockholders’ meeting on November 16.