0001140361-23-054064.txt : 20231120
0001140361-23-054064.hdr.sgml : 20231120
20231120195357
ACCESSION NUMBER: 0001140361-23-054064
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231117
FILED AS OF DATE: 20231120
DATE AS OF CHANGE: 20231120
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rithm Capital Corp.
CENTRAL INDEX KEY: 0001556593
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33805
FILM NUMBER: 231424195
BUSINESS ADDRESS:
STREET 1: 799 BROADWAY
CITY: New York
STATE: NY
ZIP: 10003
BUSINESS PHONE: (212) 850-7770
MAIL ADDRESS:
STREET 1: 799 BROADWAY
CITY: New York
STATE: NY
ZIP: 10003
FORMER NAME:
FORMER CONFORMED NAME: New Residential Investment Corp.
DATE OF NAME CHANGE: 20121227
FORMER NAME:
FORMER CONFORMED NAME: New Residential Investment LLC
DATE OF NAME CHANGE: 20121214
FORMER NAME:
FORMER CONFORMED NAME: Spinco Inc.
DATE OF NAME CHANGE: 20120821
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Sculptor Capital Management, Inc.
CENTRAL INDEX KEY: 0001403256
STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 9 WEST 57TH STREET FL 39
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: (212)790-0000
MAIL ADDRESS:
STREET 1: 9 WEST 57TH STREET FL 39
CITY: NEW YORK
STATE: NY
ZIP: 10019
FORMER COMPANY:
FORMER CONFORMED NAME: Och-Ziff Capital Management Group Inc.
DATE OF NAME CHANGE: 20190508
FORMER COMPANY:
FORMER CONFORMED NAME: Och-Ziff Capital Management Group LLC
DATE OF NAME CHANGE: 20070614
4
1
form4.xml
X0508
4
2023-11-17
true
0001403256
Sculptor Capital Management, Inc.
SCU
0001556593
Rithm Capital Corp.
799 BROADWAY
NEW YORK
NY
10003
true
false
Class A Common Stock
2023-11-17
4
P
0
29664827
12.7
A
1000
D
Class A Units
2023-11-17
4
P
0
15025994
7.33
A
Class A Common Stock
15025994
0
D
On November 17, 2023, pursuant to the Agreement and Plan of Merger, dated as of July 23, 2023 (as amended, the "Merger Agreement"), by and among the Reporting Person, the Issuer, Calder Sub, Inc., a subsidiary of the Reporting Person ("Merger Sub Inc."), and the other parties thereto, among other things, (i) Merger Sub Inc. merged with and into the Issuer (the "Public Merger") with the Issuer surviving such merger as the surviving corporation, and (ii) all shares of Issuer Class A Common Stock ("Class A Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger (other than certain excluded shares, including those described in footnote 3 below) were canceled and extinguished and automatically converted into the right to receive an amount in cash equal to $12.70 per share.
All shares of Issuer Class B common stock (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock") issued and outstanding immediately prior to the effective time of the Public Merger were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof.
All Issuer common stock owned directly by the Reporting Person, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Issuer were canceled and retired without any conversion thereof and ceased to exist and no payment was made in respect thereof. Following consummation of the closing of the Public Merger, all 1,000 shares of common stock of Merger Sub Inc. owned by the Reporting Person prior to the effective time of the Public Merger converted into 1,000 shares of common stock of the Issuer.
Reflects Class A common units of Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP ("Class A Units").
Class A Units were exchangeable for shares of Class A Common Stock on a one-for-one basis (or cash at the election of the Issuer's Election Committee), subject to certain terms and conditions. Pursuant to the terms of the Merger Agreement, each vested Class A Unit issued and outstanding immediately prior to the Effective Time was canceled and converted into the right to receive approximately $7.33 per unit.
Rithm Capital Corp., By: /s/ Nicola Santoro, Jr.,Chief Financial Officer
2023-11-20