Key Takeaways:
– Rithm Capital Corp. has increased its offer to acquire Sculptor Capital Management Inc. by 7.62% to $676 million.
– The initial offer was $639 million, but a group of investors also made a bid for Sculptor at $12.76 per share.
– Sculptor still prefers the deal with Rithm due to closing certainty, but put pressure on Rithm to increase its bid.
– The new offer brings the price per share to $12 and has been unanimously approved by both companies’ boards of directors.
– All necessary regulatory approvals have been received, and 85% of fund investors have consented to the agreement.
– Sculptor anticipates the transaction to close in the fourth quarter of 2023.
– Citi acted as the exclusive financial advisor to Rithm, PJT Partners advised Sculptor’s special committee, and JP Morgan Securities advised Sculptor.
HousingWire:
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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Property Chomp’s Take:
Hey there! Let’s talk about Rithm Capital Corp and their recent increase in offer to acquire Sculptor Capital Management Inc. by 7.62% to $676 million. This move comes in the midst of competition from a group of investors and a dispute among the shareholders at Sculptor.
Back on July 24, Rithm made headlines with their initial deal to acquire Sculptor for $639 million, or $11.15 per Class A share. This acquisition would bring Rithm a significant boost, adding Sculptor’s $34 billion of assets under management, which include real estate, credit, and multi-strategy investments.
However, the July deal sparked a dispute among the shareholders at Sculptor, as they also received a competing bid of $12.76 per share from a consortium of investors, including Boaz Weinstein, Bill Ackman, Marc Lasry, and Jeff Yass. Despite this, Sculptor still expressed a preference for the deal with Rithm due to the certainty of closing.
In response to the pressure from Sculptor, Rithm announced a new offer on Thursday, increasing the price per share to $12. Both companies’ boards of directors have unanimously approved the new offer. Marcy Engel, chairperson of Sculptor’s board of directors, emphasized their focus on maximizing value and certainty of closing for Sculptor stockholders. Michael Nierenberg, chairman, CEO, and president of Rithm, sees the deal as an opportunity to create a superior asset management business.
The necessary regulatory approvals for the deal have already been received, and 85% of the fund investors have consented to the agreement, pending any changes at closing. Sculptor’s board has recommended that stockholders vote for the deal at a special meeting scheduled for November 16. The anticipated timeline for the transaction to close is in the fourth quarter of 2023.
Citi served as the exclusive financial advisor to Rithm, while PJT Partners advised Sculptor’s special committee. Sculptor’s financial advisor was JP Morgan Securities LLC.
So, it seems like the competition and shareholder dispute have led to an increased offer from Rithm. We’ll have to wait and see how everything unfolds, but this deal could potentially create a powerful asset management business.
