Founding Partners of Sculptor Capital File Complaint in Delaware Seeking Injunctive Relief
The Founding Partners of Sculptor Capital Management, Inc. (“Sculptor” or the “Company”) (NYSE: SCU), which include Daniel S. Och, Harold Kelly, Richard Lyon, James O’Connor and Zoltan Varga, today filed a complaint against the Company, its directors (including the members of the Special Committee) and Rithm Capital Corp ("Rithm”) in the Delaware Court of Chancery. The lawsuit seeks to stop the defendants from continuing to breach their fiduciary duties to the shareholders in connection with a proposed merger transaction between the Company and Rithm (the “Merger”). Specifically, to protect the shareholders’ interests, the Founding Partners have asked the Court to enjoin:
- Rithm and the Company from consummating the Merger until the Boaz Weinstein Consortium (the “Consortium”) is able to bid for the Company without restriction from the standstill obligations imposed on them by the Board and Special Committee;
- The Company, Board and Special Committee from enforcing the standstill restrictions described above against the Consortium, including but not limited to provisions that have limited the Consortium's ability to communicate with stockholders and/or other potential bidders; and
- Rithm from voting new shares of Sculptor stock acquired from Delaware Life Insurance in a side deal facilitated by the Special Committee to influence the vote on the Merger.
The lawsuit also seeks to reinstate the provision of the Merger Agreement requiring the approval of a majority of independent stockholders to effectuate the Merger and to reduce the break-up fee to the substantially lesser amount to which Rithm and the Company had previously agreed.
The Founding Partners said:
“The Special Committee’s actions over the past several weeks remove any doubt that they favor only one result – the preservation of management’s jobs and compensation, at the expense of shareholder value. Since the initial announcement of the Rithm transaction at $11.15 per share, the Company’s stock has been trading well above $12 per share, reflecting stockholders’ expectations that the Special Committee would act to maximize value given the higher $13 per share offer from the Consortium. Despite these fundamental facts, the Special Committee has agreed to an amended deal with Rithm at only $12 per share. Worse yet, the Special Committee has imposed a series of extraordinary conditions designed to tilt the playing field against the Consortium or any other bidder and undermine stockholders’ ability to vote down the Rithm deal.
The Sculptor Board continues to prevent the Consortium from communicating directly with the public stockholders or the Company’s clients, and from negotiating with the Founders. In contrast, the Special Committee has readily waived Rithm’s NDA to permit it to negotiate with the Founders and to purchase 6.5% of the vote from Delaware Life. Working together, the Special Committee and Rithm are pushing forward an inferior deal that protects Sculptor management at the expense of the public stockholders. In light of what we and others believe to be a flagrant breach of fiduciary duty, we have brought this action in an effort to force the Company and its directors to maximize shareholder value.”