Rithm Capital Corp. completed the acquisition of Sculptor Capital Management, Inc. from shareholders.
The Sculptor Board of Directors, acting on the unanimous recommendation of the Special Committee, has unanimously approved the transaction and has recommended that Sculptor shareholders vote to approve it as well. Rithm?s Board of Directors has also unanimously approved the transaction. The transaction is subject to customary closing conditions, including approvals by Sculptor?s shareholders (including the approval by the holders of a majority of the outstanding shares of Class A stock not owned by Class A / A-1 unitholder shareholders or executive managing directors of Sculptor as of July 23, 2023 or the date of Sculptor?s shareholder meeting to approve the transaction), certain regulatory approvals, and the receipt of certain consents. As on October 12, 2023, Sculptor announced that the FCA approval was obtained which is valid for three months expiring on November 23, 2023 and the HSR Act waiting period expired at on September 5, 2023, also, on September 29, 2023, Rithm received written confirmation of the SFC Approval. Such approval is valid for a six-month period expiring on March 29, 2024. As of October 17, 2023, Daniel S. Och, Harold Kelly, Richard Lyon, James O?Connor and Zoltan Varga, today filed a complaint against the Company, its directors (including the members of the Special Committee) and Rithm Capital in the Delaware Court of Chancery. The transaction is expected to close in the fourth quarter of 2023. As of October 26, 2023, the Second Amendment increases the termination fee payable by Sculptor to Rithm in certain circumstances pursuant to the Merger Agreement (the ?Company Termination Fee?). Under the terms of the Second Amendment, the Company Termination Fee has been increased from the dollar amount of $20,307,196 to the dollar amount of $22,426,831. As part of the Amended Agreement, 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, 2023. As of November 16, 2023, shareholders of Sculptor voted in favor of the merger agreement thereby approving the transaction.
Citi acted as the exclusive financial advisor to Rithm. Peter D Serating, Heather Cruz, David C Hepp, David Polster and Blair T Thetford of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to Rithm Capital Corp. Lawrence Cagney, Gregory Gooding, Gary Murphy, Jeff Robins, Robert Dura, Marc Ponchione, John Young, Jane Shvets, Phillip Rohlik and Konstantin Bureiko of Debevoise & Plimpton LLP served as legal counsel to Rithm. PJT Partners acted as financial advisor and fairness opinion provider; and Peter Harwich of Latham & Watkins LLP acted as legal counsel to Sculptor?s Special Committee. J.P. Morgan Securities LLC acted as financial advisor and fairness opinion provider; and Adé Heyliger, Brian Parness, David E. Wohl, Harvey M. Eisenberg, Jason Vollbracht, Jessie Chiang, Joe Pari, Marc Schubert, Raymond O. Gietz, Regina Readling, Shawn Brett Cooley, Shawn Kodes, Rachel Shapiro, Michael C. Naughton and Nathan Cunningham of Weil, Gotshal & Manges LLP acted as legal counsel to Sculptor. Jakob Rendtorff of Simpson Thacher & Bartlett LLP Represents PJT Partners LP as Financial Advisor. Stuart Rogers of Alston & Bird acted as legal counsel to Citigroup, financial advisor to Rithm Capital Corp. Andrew J. Levander and Kenneth E. Young of Dechert LLP acted as legal advisor to Sculptor Capital Management, Inc. Sculptor retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $50,000, plus a success fee of $50,000, and will reimburse Innisfree for certain expenses. American Stock Transfer & Trust Company acted as transfer agent to Sculptor.
Harvey M. Eisenberg, Adé Heyliger, Brian Parness, David E. Wohl, Harvey M. Eisenberg, Jason Vollbracht, Jessie Chiang, Joe Pari, Marc Schubert, Raymond O. Gietz, Regina Readling, Shawn Brett Cooley, Shawn Kodes, Rachel Shapiro, Michael C. Naughton and Nathan Cunningham of Weil, Gotshal & Manges LLP acted as a legal advisor to Sculptor. Ropes & Gray LLP acted as legal counsel to Sculptor. PJT Partners is entitled to receive aggregate compensation of approximately $10 million, of which $2 million became payable on delivery of PJT Partners? opinion to the Special Committee and with the remainder of this fee to become payable upon consummation of the proposed Transactions. Sculptor has agreed to pay J.P. Morgan an estimated fee of $17.5 million, $2.0 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion. J.P. Morgan and PJT Partners also acted as due diligence provider to Sculptor in the transaction.
Rithm Capital Corp. (NYSE:RITM) completed the acquisition of Sculptor Capital Management, Inc. (NYSE:SCU) from shareholders on November 17, 2023. As a result of the completion of the merger, class A common stock of Sculptor will be delisted from NYSE. In connection with the consummation of the transaction, James Levin, Wayne Cohen, Marcy Engel, Charmel Maynard, Bharath Srikrishnan, and David Bonanno, all of the directors of Sculptor, resigned from the board of directors.