Rithm increases to $676M its offer to acquire Sculptor

In July, Rithm said it struck a deal to acquire Sculptor for $639 million

Real estate investment trust Rithm Capital Corp. has increased its offer to acquire Sculptor Capital Management Inc. by 7.62% to $676 million amid competition from a group of investors and a dispute among the shareholders at the asset management firm. 

On July 24, Rithm said it struck a deal to acquire the New York-based company for $639 million, or $11.15 per Class A share. The transaction brings to Rithm Sculptor’s $34 billion of assets under management, including real estate, credit and multi-strategy investing spectrum. 

The July deal led to a dispute among the shareholders at the asset management firm as Sculptor also received a $12.76 per-share bid from a consortium of investors, including Boaz Weinstein, Bill Ackman, Marc Lasry and Jeff Yass.  

Sculptor said it still prefers the deal with Rithm due to the closing certainty. However, it put pressure on Rithm to increase its bid. 

The new offer announced Thursday brings the price per share to $12. The boards of directors of both companies have unanimously approved it, the parties said.  

In a statement, Marcy Engel, chairperson of Sculptor’s board of directors, said they are focused on “consummating a transaction that maximizes value and certainty of closing for Sculptor stockholders.”

Michael Nierenberg, chairman, CEO and president of Rithm, said the deal creates a “superior asset management business.”

All regulatory approvals necessary to close the deal have been received. A share of 85% of the fund investors consented to the agreement, but this is subject to change at closing. Sculptor’s board recommended that stockholders vote for the deal at a special meeting on Nov. 16.

Sculptor anticipates that the transaction will close in the fourth quarter of 2023.

Citi acted as the exclusive financial advisor to Rithm. PJT Partners was the financial advisor to Sculptor’s special committee. Sculptor’s financial advisor was JP Morgan Securities LLC.  

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