A consortium of bidders led by Boaz Weinstein, Marc Lasry, Bill Ackman and Susquehanna International Group, LLP submits a bid to acquire Sculptor Capital Management, Inc. (NYSE:SCU) for approximately $670 million on August 12, 2023. A consortium of bidders led by Boaz Weinstein, Marc Lasry, Bill Ackman and Susquehanna International Group, LLP submits a revised bid to acquire Sculptor Capital Management, Inc. (NYSE:SCU) from shareholders for approximately $700 million on August 26, 2023. The Consortium offering of August 12 to acquire the Company for $12.25 per share of Class A Common Stock. The Consortium offering of August 26 will acquire the Company for $12.76 per share of Class A Common Stock. The August 12 Proposal contemplated the following: unspecified portions of the Company?s CLO and CFO business lines would be sold to Bidder H in an asset sale (the ?CLO Sale?), and then a newly-formed shell entity would acquire the Company on similar terms and conditions as contemplated in the Merger Agreement with Rithm, except with respect to the key differences noted; the Consortium stated that its newly-formed shell entity would be financed by a combination of: (a) $288 million of equity financing from four unaffiliated parties, (b) $50 million of debt financing from Bidder H, (c) approximately $210 million in proceeds from the CLO Sale from Bidder H, and (d) cash on the Company?s balance sheet (collectively, the ?Potential Funding Sources?); the Consortium delivered five cross-conditioned commitment letters from four unaffiliated parties to fund up to a maximum amount of approximately $288 million (each of which conditioned the funding of the commitments in its letter upon the full funding of the commitments under all the other letters); the Consortium did not deliver any commitment letters or other documentation from Bidder H in respect of the $260 million purported to be provided by Bidder H in respect of the debt financing or the CLO Sale; the Consortium limited their monetary liability for damages (including damages arising from a failure to fund and close the transaction) to $19.6 million. Upon closing of the transaction outlined in the August 12 Proposal, the Company?s Investment Function would be overseen by an ?Office of the CIO? which would include Weinstein, Levin, and certain third parties (Kieran Goodwin and Mike Jacobellis) who were not currently employed by the Company or the Consortium but who the Consortium indicated would be selected and hired by Weinstein. On August 24, 2023, representatives of J.P. Morgan and PJT Partners received a further updated unsolicited, non-binding proposal from the Consortium (the ?August 24 Proposal?). The August 24 Proposal included the following material updates from the August 12 Proposal: the Consortium increased the total ?sources? to fund the transaction consideration to $765 million; the Consortium?s newly-formed shell entity buyer would be financed by a combination of: (a) $288 million of equity financing from four unaffiliated parties, (b) $217 million of shareholder loans from three of the four equity financing sources, (c) $60 million of debt financing from Bidder H, and (d) approximately $200 million in proceeds from the CLO Sale from Bidder H; the Consortium delivered five binding commitment letters from four unaffiliated parties to fund up to $505 million, comprising $288 million of equity and $217 million of shareholder loans; the Consortium did not deliver any commitment letters or other documentation from Bidder H in respect of the $260 million purported to come from Bidder H in respect of the debt financing or the CLO Sale; the Consortium limited its monetary liability for damages (including damages arising from a failure to fund and close the transaction) to $39.2 million (up from $19.6 million); the Consortium did not make any changes to the Consortium Client Consent Condition proposed in the August 12 Proposal but expressed that the Consortium was confident in the Company?s ability to secure the requisite level of client consents based on the Consortium members? reputation in the hedge fund industry, the Consortium?s plans with respect to the ?Office of the CIO,? and the fact that their proposed consent thresholds were lower than those in the Rithm Client Consent Condition; and all other conditions to signing and closing of the proposed transaction remained substantially unchanged from the August 12 Proposal. The August 26 Proposal included the following material updates from the August 12 Proposal and the August 24 Proposal: the Consortium stated that its newly-formed shell entity buyer would be financed by a combination of: (a) $304 million of equity financing from four unaffiliated parties, (b) $217 of shareholder loans from three of the four equity financing sources, and (c) $237 of debt financing from two of the four equity financing sources and delivered five binding commitment letters from four unaffiliated parties for these commitments; the $237 million of debt financing commitments would be subject to negotiation of long-form documentation and additional conditions not applicable to the equity or shareholder loan commitments; the Consortium no longer required any financing from Bidder H, but reserved the right to proceed with the CLO Sale between signing and closing of the proposed transaction (without specifying how the client run-rate consent condition for the CLO business line would be satisfied if a buyer for the CLO business line were not identified at the time consents were sought); and all other conditions to signing and closing of the proposed transaction remained substantially unchanged from the August 12 Proposal and the August 24 Proposal. On October 13, 2023, the Consortium revised the proposal to acquire Sculptor Capital Management for $13.50 per share of Class A Common Stock.

The closing of the proposed transaction would be conditioned upon the Company achieving an 80% client run-rate consent threshold for its CLO business line (which would require clients to consent to Bidder H acquiring the CLO business), an 80% client run-rate consent threshold for its Real Estate business line, and a 50.1% client run-rate consent threshold in respect of the Company?s Multi-Strategy and Opportunistic Credit business lines (collectively, the ?Consortium Client Consent Condition?). The proposal was submitted to the representatives of J.P. Morgan and PJT Partners. As of August 13, 2023, The Special Committee discussed the August 12 Proposal and noted that while the price per share of Class A Common Stock was higher than the price per share of Class A Common Stock in the Public Merger, the Consortium had not delivered (a) documentation evidencing a binding commitment from Bidder H in respect of $260 million necessary for the Consortium to consummate the proposed transaction, (b) evidence that the amounts supplied by the Potential Funding Sources, if delivered at all, would be sufficient to pay the consideration and other fees and expenses that would be due in connection with the consummation of the transactions outlined in the August 12 Proposal, or (c) information regarding the Consortium?s anticipated timeline to signing a definitive merger agreement or satisfying applicable conditions to closing. The transaction is subject to HSR Act and U.S. Antitrust, subject to United Kingdom FCA and upon receipt of written approval from the Hing Kong SFC.

Latham & Watkins acted as legal advisor to Sculptor Capital. PJT Partners acted as financial and fairness opinion and J.P. Morgan Securities LLC acted as financial and fairness opinion to Sculptor Capital in the transaction and JP Morgan will receive fee of $17.5 million. Innisfree M&A Incorporated acted as information agent and will receive a fee of $50,000.

A consortium of bidders led by Boaz Weinstein, Marc Lasry, Bill Ackman and Susquehanna International Group, LLP cancelled the acquisition of Sculptor Capital Management, Inc. (NYSE:SCU) on November 17, 2023. Sculptor Capital Management shareholders accepted the offer from the Rithm Capital Corp. (NYSE:RITM) on November 17, 2023.