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Share Name | Share Symbol | Market | Type |
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Sculptor Capital Management Inc | NYSE:SCU | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 12.72 | 0 | 01:00:00 |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Description
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2.1 |
Amendment No. 1 to Agreement and Plan of Merger, dated as of October 12, 2023, by and among Rithm Capital Corp., Sculptor Capital Management, Inc., Sculptor Capital LP, Sculptor Capital
Advisors LP, Sculptor Capital Advisors II LP, Calder Sub, Inc., Calder Sub I, LP, Calder Sub II, LP, and Calder Sub III, LP. |
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Joint Press Release, dated as of October 12, 2023
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Sculptor Capital Management, Inc.
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Dated: October 12, 2023
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By:
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/s/ Dava Ritchea
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Name: Dava Ritchea
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Title: Chief Financial Officer
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1. |
Amendment of Section 1.01 – Definitions.
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a. |
Section 1.01(a) of the Merger Agreement is hereby amended by (i) deleting the defined terms “Company Non-Unitholder Stockholder Approval” and “Required Company Stockholder Approval”, (ii) replacing the dollar amount of “$16,576,819” with
the dollar amount of “$20,307,196” in the definition of “Company Termination Fee”, (iii) replacing the dollar amount of “$167,367,690” with the dollar amount of “$173,104,681” in the definition of “LP Merger Consideration”, (iv) replacing the
dollar amount of “$5,100,560” with the dollar amount of “$5,415,252” in the definition of “Parent Expenses”.
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b. |
Section 1.01(b) of the Merger Agreement is hereby amended by removing any defined term that is no longer used in the Merger Agreement as a result of this Amendment.
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RITHM CAPITAL CORP.
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By:
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/s/ Nicola Santoro, Jr.
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Name: Nicola Santoro, Jr.
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Title: Chief Financial Officer
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CALDER SUB, INC.
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By:
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/s/ Nicola Santoro, Jr.
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Name: Nicola Santoro, Jr.
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Title: Chief Financial Officer
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CALDER SUB I, LP
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By:
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/s/ Nicola Santoro, Jr.
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Name: Nicola Santoro, Jr.
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Title: Chief Financial Officer
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CALDER SUB II, LP
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By:
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/s/ Nicola Santoro, Jr.
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Name: Nicola Santoro, Jr.
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Title: Chief Financial Officer
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CALDER SUB III, LP
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By:
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/s/ Nicola Santoro, Jr.
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Name: Nicola Santoro, Jr.
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Title: Chief Financial Officer
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SCULPTOR CAPITAL MANAGEMENT, INC.
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By:
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/s/ Dava Ritchea
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Name: Dava Ritchea
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Title: Chief Financial Officer
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SCULPTOR CAPITAL LP
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By: Sculptor Capital Holding Corporation, its General Partner
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By:
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/s/ Dava Ritchea
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Name: Dava Ritchea
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Title: Chief Financial Officer
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SCULPTOR CAPITAL ADVISORS LP
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By: Sculptor Capital Holding Corporation, its General Partner
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By:
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/s/ Dava Ritchea
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Name: Dava Ritchea
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Title: Chief Financial Officer
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SCULPTOR CAPITAL ADVISORS II LP
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By: Sculptor Capital Holding Corporation, its General Partner
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By:
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/s/ Dava Ritchea
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Name: Dava Ritchea
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Title: Chief Financial Officer
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Document and Entity Information |
Oct. 12, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 12, 2023 |
Entity File Number | 001-33805 |
Entity Registrant Name | Sculptor Capital Management, Inc. |
Entity Central Index Key | 0001403256 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 26-0354783 |
Entity Address, Address Line One | 9 West 57th Street |
Entity Address, City or Town | New York |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10019 |
City Area Code | 212 |
Local Phone Number | 790-0000 |
Entity Emerging Growth Company | false |
Written Communications | false |
Soliciting Material | true |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(g) Security | Class A Shares |
Trading Symbol | SCU |
Security Exchange Name | NYSE |
1 Year Sculptor Capital Managem... Chart |
1 Month Sculptor Capital Managem... Chart |
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