Together, Rithm and Sculptor form a strong partnership offering global investors best in class investment capabilities across multiple asset classes.
Rithm Capital Corp. 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 (“AUM”)(1), announced entry into a definitive agreement under which Rithm will acquire Sculptor in a transaction valued at approximately $639 million(2), which includes $11.15 per Class A share of Sculptor.
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“This transaction is transformational for Rithm,” said Michael Nierenberg, Chairman, Chief Executive Officer and President of Rithm Capital. “Sculptor’s $34 billion of AUM coupled with Rithm’s $7bn of permanent equity capital and $30+ 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, Chief Executive Officer, President, and Chairman of Rithm. Sculptor will continue to operate as is – with an intense focus on delivering risk adjusted returns on the capital with which it has been entrusted.
Jimmy Levin, Chief Investment Officer and Chief Executive Officer of Sculptor, stated “We are extremely pleased about the opportunity to combine with Rithm to capitalize on the growing opportunity set we see in our business. 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.”
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Marcy Engel, Chairperson of Sculptor’s Board of Directors, stated “We are thrilled to deliver a great outcome for Sculptor shareholders and an opportunity for Sculptor to continue to build on its exceptional platform. We look forward to watching the combined company grow its already strong position as a leader in the alternative asset management space.”
Strategic Rationale
- Significantly expands Rithm’s capabilities in the alternative asset management sector:
- $34 billion of AUM(1) diversified across the real estate, credit and multi-strategy investing spectrum
- Creates instant scale and broadens Rithm’s product offerings and investment management capabilities
- Combination of complementary platforms creates a compelling partner for investors:
- Rithm and Sculptor benefit from complementary capabilities, significantly enhancing the transaction potential and benefit to shareholders, fund investors and employees
- Adds a long-tenured management and investment team to the Rithm platform with a strong track record
- Potential to unlock significant opportunities to grow Sculptor:
- Provides capital to accelerate growth across sectors
- Ability to augment existing Sculptor business by seeding new funds and strategies and leveraging existing infrastructure to launch complementary funds
- Attractive transaction for Rithm and Sculptor shareholders:
- Represents a premium of 18% over the closing price of Sculptor’s Class A shares on July 21, 2023 and a premium of 31% over the unaffected November 17, 2022 closing Class A share price of $8.50(3).
- Expected to be neutral to Rithm’s 2024 earnings and accretive in 2025
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