Latest Proposal Does Not Constitute a Superior
Proposal; Board Reaffirms Recommendation With Respect to Proposed
Transaction with Rithm
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 received a series of revised, unsolicited,
non-binding proposals from a consortium of bidders (the
“Consortium”) led by the founder of “Bidder J” as described in the
Company’s preliminary proxy statement filed with the Securities and
Exchange Commission (“SEC”) on August 21, 2023.
Consistent with its fiduciary duties, the Special Committee, in
consultation with its outside legal and financial advisors,
carefully reviewed the Consortium’s revised proposals. The Special
Committee has not concluded that the Consortium’s most recent
revised proposal constitutes a superior proposal or is reasonably
expected to lead to a superior proposal (as defined in the
Company’s merger agreement with Rithm Capital Corp (“Rithm”) (NYSE:
RITM)).
Notwithstanding its proposed price of $12.76 per Class A Share,
the Special Committee cannot support a transaction that has
significantly less certainty of closing than the transaction with
Rithm.
In making its determination, the Special Committee considered
that, even after it provided feedback to Bidder J multiple times
(including detailed written feedback provided as recently as
yesterday), the Consortium’s proposal continues to lack certainty
of closing and presents significantly higher execution risk for
Sculptor’s stockholders than the Rithm transaction. Specifically,
the Special Committee believes the Consortium’s proposed
transaction is significantly less likely to close for the following
reasons:
- The Consortium’s proposal requires Sculptor’s stockholders to
take the risk that Sculptor’s fund investors will not approve of
Bidder J’s CEO and other outsiders having dominion over their
capital. The idea that sophisticated institutional investors
undertaking extensive due diligence will simply consent to a change
of control which results in new personnel or a new “Office of the
CIO” managing their money (even where this “Office” includes
certain members of the existing investment team) is aspirational at
best. Thus, the Special Committee is concerned about the Company’s
ability to obtain the consents required by the proposal, especially
in light of client feedback received to date. If the Consortium
believes that the Company’s clients would in fact grant their
consent, then the Consortium, and not Sculptor’s public
stockholders, should bear the risk of obtaining client
consents.
- The Consortium’s proposal includes equity commitments that are
insufficient to fund the transaction and consequently requires debt
financing that is substantially more conditional and creates
greater risk to closing when compared to the Rithm
transaction.
- Because members of the Consortium are providing the debt
commitments for its proposed debt financing, there is an increased
risk that if circumstances change prior to closing, the Consortium
can use a failure to satisfy the debt financing conditions as a
reason not to close the transaction.
- The Consortium’s proposal caps its financial exposure in a
damages action at $39.2 million should it breach and refuse to
consummate the transaction, which caps the Consortium’s ultimate
downside. This makes the Consortium’s proposal more risky to the
Company’s stockholders when compared with the Rithm transaction,
including Rithm’s greater incentive to close, since it would be
exposed to full damages if it breaches its merger agreement with
Sculptor.
The Company previously announced that it had entered into a
definitive merger agreement with Rithm on July 23, 2023, pursuant
to which Rithm will acquire the Company in a transaction in which
the Company’s Class A stockholders will receive $11.15 per share in
cash. The Company’s Board of Directors, acting on the unanimous
recommendation of the Special Committee, unanimously approved the
transaction and recommended that the Company’s stockholders vote to
approve it as well, and the Company’s Board, acting on the
unanimous recommendation of the Special Committee, has unanimously
re-affirmed its recommendation to the Company's stockholders with
respect to the transaction with Rithm.
As detailed in the Company’s preliminary proxy statement, the
Rithm transaction is the result of an extensive process during
which the Special Committee and its independent advisors engaged
with multiple potential buyers who the Special Committee believed
could expeditiously close a transaction. The Company has filed its
preliminary proxy statement for a special meeting of stockholders
to obtain stockholder approval of the Rithm transaction. Subject to
customary closing conditions, including stockholder and regulatory
approval, Sculptor and Rithm expect to close the transaction in the
fourth quarter of 2023.
Advisors
PJT Partners LP 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 and Sculptor. In connection with the proposed transaction,
Sculptor filed a preliminary proxy statement on Schedule 14A on
August 21, 2023 with the SEC. Promptly after filing its definitive
proxy statement on Schedule 14A (the “Proxy Statement”) with the
SEC, Sculptor intends to mail or otherwise provide to its
stockholders such Proxy Statement. 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 (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS THAT HAVE BEEN OR MAY
BE 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
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 are
included in the preliminary proxy statement and 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/20230830050832/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
Grafico Azioni Sculptor Capital Managem... (NYSE:SCU)
Storico
Da Set 2024 a Ott 2024
Grafico Azioni Sculptor Capital Managem... (NYSE:SCU)
Storico
Da Ott 2023 a Ott 2024