Sculptor Special Committee Responds To Revised Unsolicited Proposals From Bidder J Consortium; Latest Proposal Does Not Constitute A Superior Proposal; Board Reaffirms Recommendation With Respect To Proposed Transaction With Rithm

Latest Proposal Does Not Constitute a Superior Proposal;

Board Reaffirms Recommendation With Respect to Proposed Transaction with Rithm

Sculptor Capital Management, Inc. ("Sculptor" or the "Company") (NYSE:SCU) today announced that its special committee of independent members of the Company's Board of Directors (the "Special Committee") has received a series of revised, unsolicited, non-binding proposals from a consortium of bidders (the "Consortium") led by the founder of "Bidder J" as described in the Company's preliminary proxy statement filed with the Securities and Exchange Commission ("SEC") on August 21, 2023.

Consistent with its fiduciary duties, the Special Committee, in consultation with its outside legal and financial advisors, carefully reviewed the Consortium's revised proposals. The Special Committee has not concluded that the Consortium's most recent revised proposal constitutes a superior proposal or is reasonably expected to lead to a superior proposal (as defined in the Company's merger agreement with Rithm Capital Corp ("Rithm") (NYSE:RITM)).

Notwithstanding its proposed price of $12.76 per Class A Share, the Special Committee cannot support a transaction that has significantly less certainty of closing than the transaction with Rithm.

In making its determination, the Special Committee considered that, even after it provided feedback to Bidder J multiple times (including detailed written feedback provided as recently as yesterday), the Consortium's proposal continues to lack certainty of closing and presents significantly higher execution risk for Sculptor's stockholders than the Rithm transaction. Specifically, the Special Committee believes the Consortium's proposed transaction is significantly less likely to close for the following reasons:

• The Consortium's proposal requires Sculptor's stockholders to take the risk that Sculptor's fund investors will not approve of Bidder J's CEO and other outsiders having dominion over their capital. The idea that sophisticated institutional investors undertaking extensive due diligence will simply consent to a change of control which results in new personnel or a new "Office of the CIO" managing their money (even where this "Office" includes certain members of the existing investment team) is aspirational at best. Thus, the Special Committee is concerned about the Company's ability to obtain the consents required by the proposal, especially in light of client feedback received to date. If the Consortium believes that the Company's clients would in fact grant their consent, then the Consortium, and not Sculptor's public stockholders, should bear the risk of obtaining client consents.
• The Consortium's proposal includes equity commitments that are insufficient to fund the transaction and consequently requires debt financing that is substantially more conditional and creates greater risk to closing when compared to the Rithm transaction.
• Because members of the Consortium are providing the debt commitments for its proposed debt financing, there is an increased risk that if circumstances change prior to closing, the Consortium can use a failure to satisfy the debt financing conditions as a reason not to close the transaction.
• The Consortium's proposal caps its financial exposure in a damages action at $39.2 million should it breach and refuse to consummate the transaction, which caps the Consortium's ultimate downside. This makes the Consortium's proposal more risky to the Company's stockholders when compared with the Rithm transaction, including Rithm's greater incentive to close, since it would be exposed to full damages if it breaches its merger agreement with Sculptor.

The Company previously announced that it had entered into a definitive merger agreement with Rithm on July 23, 2023, pursuant to which Rithm will acquire the Company in a transaction in which the Company's Class A stockholders will receive $11.15 per share in cash. The Company's Board of Directors, acting on the unanimous recommendation of the Special Committee, unanimously approved the transaction and recommended that the Company's stockholders vote to approve it as well, and the Company's Board, acting on the unanimous recommendation of the Special Committee, has unanimously re-affirmed its recommendation to the Company's stockholders with respect to the transaction with Rithm.

As detailed in the Company's preliminary proxy statement, the Rithm transaction is the result of an extensive process during which the Special Committee and its independent advisors engaged with multiple potential buyers who the Special Committee believed could expeditiously close a transaction. The Company has filed its preliminary proxy statement for a special meeting of stockholders to obtain stockholder approval of the Rithm transaction. Subject to customary closing conditions, including stockholder and regulatory approval, Sculptor and Rithm expect to close the transaction in the fourth quarter of 2023.