Rithm Capital has revised its previously announced offer to acquire alternative asset manager Sculptor Capital Management in a deal worth about $719.8m.
According to the terms of the amended definitive merger agreement, Sculptor Capital Management’s Class A shareholders will receive cash consideration equal to $12.7 per share.
The revised consideration represents an increase of 13.9% over Rithm Capital’s original bid of $11.15 per share in July 2023, which translated to an aggregate value of nearly $639m.
Besides, the transaction represents a premium of 49.4% over the unaffected 17 November 2022, closing Class A share price of $8.5.
The amended agreement has been unanimously approved by the boards of directors of both companies.
Rithm Capital has also agreed to waive Sculptor Capital Management’s client consent condition with respect to all of the latter’s funds. This is subject to achieving the deal’s closing on or before 17 November 2023.
The company said that the deal would need the receipt of Sculptor Capital Management’s stockholder approval and other customary conditions.
Rithm Capital chairman, CEO and president Michael Nierenberg said: “We are confident this combination will deliver long-term value for stockholders and fund investors alike by bringing together two talented teams and platforms to create a superior asset management business.
“We look forward to closing this transformational transaction that delivers great value to Sculptor and Rithm stockholders.”
The transaction is anticipated to be completed soon after Sculptor Capital Management’s stockholders’ meeting, which is slated for 16 November 2023.
Citi served as the exclusive financial advisor while Skadden, Arps, Slate, Meagher & Flom and Debevoise & Plimpton acted as legal counsel to Rithm Capital.
PJT Partners was the financial advisor and Latham & Watkins acted as legal counsel to Sculptor Capital Management’s special committee. J.P. Morgan Securities served as financial advisor and Ropes & Gray was legal counsel to Sculptor Capital Management.
