Rithm Capital, an asset manager focused on the real estate and financial services industries, and Sculptor Capital Management, a global alternative asset manager with $34 billion in assets under management, entered into a definitive agreement under which Rithm will acquire Sculptor in a transaction valued at approximately $639 million, which includes $11.15 per Class A share of Sculptor.
“This transaction is transformational for Rithm,” Michael Nierenberg, chairman, CEO and president of Rithm Capital, said. “Sculptor’s $34 billion of AUM coupled with Rithm’s $7 billion of permanent equity capital and $30-plus billion balance sheet creates a world-class asset management business. We are very excited to bring together two organizations with strong track records, excellent management teams, and seasoned investment professionals. Sculptor has a tremendous global investment platform and we believe the combination of both our businesses will continue to deliver great long-term value for shareholders and fund investors alike.”
Sculptor’s investment and leadership teams will continue in their roles and certain members of Sculptor leadership have agreed to vote shares held by them, representing an aggregate of approximately 26% of the outstanding Sculptor voting shares, in favor of the transaction. Upon completion of the transaction, Sculptor will operate as a subsidiary of Rithm and will continue to be led by Jimmy Levin, as CIO and executive managing partner, reporting to Michael Nierenberg, CEO, president and chairman of Rithm. Sculptor will continue to operate as is.
“We are extremely pleased about the opportunity to combine with Rithm to capitalize on the growing opportunity set we see in our business,” Jimmy Levin, chief investment officer and CEO of Sculptor, said. “We are excited to leverage this combination to continue to execute on our mission of providing our fund investors with attractive investment returns. We have long sought a partner with the stable capital structure, culture and vision to help unlock the potential for our platform to deliver more and greater value to our fund investors.”
“We are thrilled to deliver a great outcome for Sculptor shareholders and an opportunity for Sculptor to continue to build on its exceptional platform,” Marcy Engel, chairperson of Sculptor’s board of directors, said. “We look forward to watching the combined company grow its already strong position as a leader in the alternative asset management space.”
Citi acted as the exclusive financial advisor to Rithm and Skadden, Arps, Slate, Meagher & Flom and Debevoise & Plimpton served as legal counsel to Rithm. PJT Partners acted as financial advisor and Latham & Watkins acted as legal counsel to Sculptor’s special committee. J.P. Morgan Securities acted as financial advisor and Weil, Gotshal & Manges acted as legal counsel to Sculptor.
