Rithm Capital to acquire Sculptor Capital for $12.00 per share

Rithm Capital (RITM) and Sculptor Capital (SCU) announced that they have amended the terms of their previously announced definitive merger agreement, pursuant to which Rithm will acquire Sculptor. Under the amended agreement, which has been unanimously approved by the boards of directors of both companies, Sculptor Class A stockholders will receive $12.00 per share, representing an increase of 7.62% over Rithm’s previously agreed price of $11.15 per Class A share announced on July 24 and an aggregate transaction value of approximately $676M. Sculptor’s board of directors, acting on the unanimous recommendation of the special committee of independent members of Sculptor’s board of directors, unanimously approved and recommended that stockholders vote to adopt the amended agreement at Sculptor’s special meeting of stockholders, which will be held at 9:00am ET on November 16. Stockholders of record as of the close of business on October 17 will be entitled to vote their shares at the special meeting. All regulatory approvals necessary to consummate the transaction have been received and the fund investor consent threshold of 85% has currently been met. Subject to stockholder approval at the special meeting and the satisfaction of other customary closing conditions, Sculptor anticipates that the transaction will close in the fourth quarter of 2023.