SEC Form SC 13D filed by Rithm Capital Corp.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

---

CUSIP No.:  811246107

This Schedule 13D relates to the Class A Common Stock, par value $0.01 per share (“Class A Common Stock”), of Sculptor Capital Management, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 9 West 57^th Street, New York, New York 10019.

 Item 2. Identity and Background.

(a), (f)     Rithm Capital Corp., a Delaware corporation (the “Reporting Person”).

Certain information about the directors and executive officers of the Reporting Person is set forth in Annex A attached hereto (collectively, the “Covered Persons”).

(b)          The principal business address of the Reporting Person is 799 Broadway, New York, New York 10003.

(d)          During the last five years, the Reporting Person has not and, to the best of the Reporting Person’s knowledge, none of the Covered Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)          During the last five years, the Reporting Person has not and, to the best of the Reporting Person’s knowledge, none of the Covered Persons, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

The information set forth in Item 4 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

Item 4. Purpose of Transaction.

The Reporting Persons hold the securities of the Issuer for the reasons described below.

On July 23, 2023, the Reporting Person entered into an Agreement and Plan of Merger (including the schedules and exhibits thereto, as amended by the Amendment (as defined below), the “Merger Agreement”), by and among the Reporting Person, the Issuer, Sculptor Capital LP, a Delaware limited partnership and subsidiary of the Issuer (“Capital LP”), Sculptor Capital Advisors LP, a Delaware limited partnership and subsidiary of the Issuer (“Advisors LP”), Sculptor Capital Advisors II LP, a Delaware limited partnership and subsidiary of the Issuer (“Advisors II LP” and, collectively with Capital LP and Advisors LP, the “Operating Partnerships” and each an “Operating Partnership”), Calder Sub, Inc., a Delaware corporation and subsidiary of the Reporting Person (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and subsidiary of the Reporting Person (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and subsidiary of the Reporting Person (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and subsidiary of the Reporting Person (“Merger Sub III” and, collectively with Merger Sub I, Merger Sub II and Merger Sub Inc., the “Merger Subs”). The Merger Agreement provides for, among other things, upon the terms and subject to the conditions set forth therein, (i) the merger of Merger Sub Inc. with and into the Issuer, with the Issuer surviving such merger as the surviving corporation (the “Public Merger”), (ii) the merger of Merger Sub I with and into Capital LP, with Capital LP surviving such merger as the surviving partnership (“LP Merger I”), (iii) the merger of Merger Sub II with and into Advisors LP, with Advisors LP surviving such merger as the surviving partnership (“LP Merger II”), and (iv) the merger of Merger Sub III with and into Advisors II LP, with Advisors II LP surviving such merger as the surviving partnership (“LP Merger III” and, collectively with LP Merger I and LP Merger II, the “LP Mergers,” and the LP Mergers, collectively with the Public Merger, the “Mergers” and collectively with the other transactions contemplated by the Merger Agreement, the “Transactions”). Additionally, on October 12, 2023, the Reporting Person, the Merger Subs, the Issuer and the Operating Partnerships entered into Amendment No. 1 to the Merger Agreement (the “Amendment”).

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 7. Material to be filed as Exhibits.

SIGNATURES

 

After reasonable inquiry and to the best the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Directors and Officers of the Reporting Person:

Business Address: 799 Broadway, New York, New York 10003