10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-Q

☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2023
	or
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from  ________  to ________

Commission File Number: 001-33805

SCULPTOR CAPITAL MANAGEMENT, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware	26-0354783
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

9 West 57th Street, New York, New York 10019

(Address of principal executive offices)

(212) 790-0000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Class A Shares	SCU	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ☑    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  ☑    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			☐

    Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of November 6, 2023, there were 29,352,181 Class A Shares, 4,650,661 Restricted Class A Shares and 33,017,247 Class B Shares outstanding.

SCULPTOR CAPITAL MANAGEMENT, INC.

TABLE OF CONTENTS

 

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	6
	Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022	6
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	7
	Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2023 and 2022	8
	Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three and Nine Months Ended September 30, 2023 and 2022	9
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	11
	Notes to Consolidated Financial Statements	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	87
Item 4.	Controls and Procedures	89
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	91
Item 1A.	Risk Factors	92
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	93
Item 3.	Defaults upon Senior Securities	93
Item 4.	Mine Safety Disclosures	93
Item 5.	Other Information	94
Item 6.	Exhibits	94
Signatures		95

i

Defined Terms

2007 Offerings	Refers collectively to our IPO and the concurrent private offering of approximately 3.81 million Class A Shares to DIC Sahir Limited, a wholly owned indirect subsidiary of Dubai Holdings LLC.
Accrued but unrecognized incentive income	Accrued but unrecognized incentive income (“ABURI”) is the amount of incentive income accrued at the fund level on longer-term AUM that has not yet been recognized in our revenues. These amounts may ultimately not be recognized as revenue by us in the event of future losses in the respective funds.
active executive managing directors	Executive managing directors who remain active in our business.
Annual Report	Our annual report on Form 10-K for the year ended December 31, 2022, dated March 3, 2023, and filed with the SEC.
Advisers Act	Investment Advisers Act of 1940, as amended.
Assets Under Management	Assets Under Management (“AUM”) refers to the assets for which we provide investment management, advisory or certain other investment-related services. Specifically: a.AUM for our multi-strategy and opportunistic credit funds is generally based on the net asset value of those funds plus any unfunded commitments, if applicable. AUM is reduced for unfunded commitments that will be funded through transfers from other funds. b.AUM for Institutional Credit Strategies is generally based on the amount of equity outstanding for CLOs and CBOs (during the warehouse period) and the par value of the collateral assets and cash held (after the warehouse period). For aircraft securitization vehicles, AUM is based on the adjusted portfolio appraisal values for the aircraft collateral within the securitization. AUM is reduced for any investments in these CLOs and securitization vehicles held by our other funds. AUM also includes the net asset value of other investment vehicles within this strategy. c.AUM for our real estate funds is generally based on the amount of capital committed by our fund investors during the investment period and the amount of actual capital invested for periods following the investment period. AUM is reduced for unfunded commitments that will be funded through transfers from other funds. AUM for our new real estate investment vehicle is based on net asset value. d.AUM for our special purpose acquisition company (“SPAC”) sponsored by us included the proceeds raised in the initial public offering held in a trust account for use in a business combination. The SPAC liquidated in the second quarter of 2023. AUM includes amounts that are not subject to management fees, incentive allocation or other amounts earned on AUM, including without limitation, investments by the Company, its executive managing directors, employees and certain other related parties. Our calculation of AUM may differ from the calculations of other asset managers, and as a result, may not be comparable to similar measures presented by other asset managers. Our calculations of AUM are not based on any definition set forth in the governing documents of the investment funds and are not calculated pursuant to any regulatory definitions.
Class A Shares	Our Class A Shares, representing Class A common stock of Sculptor Capital Management, Inc., which are publicly traded and listed on the NYSE.
Class B Shares	Class B Shares of Sculptor Capital Management, Inc., which are not publicly traded, are currently held solely by our executive managing directors and have no economic rights but entitle the holders thereof to one vote per share together with the holders of our Class A Shares.
CLOs	Collateralized loan obligations.

1

the Company, Sculptor Capital, the firm, we, us, our	Refers, unless the context requires otherwise, to the Registrant and its consolidated subsidiaries, including the Sculptor Operating Group.
Consolidated Entities	Refers to funds, special purpose entities, investment vehicles and other similar structures for which the Company is required to consolidate in accordance with GAAP.
Distribution Holiday	The Sculptor Operating Partnerships initiated a distribution holiday (the “Distribution Holiday”) on the Group A Units, Group E Units and Group P Units and on certain RSUs and RSAs that will terminate on the earlier of (x) 45 days after the last day of the first calendar quarter as of which the achievement of $600.0 million of Distribution Holiday Economic Income is realized and (y) April 1, 2026. Holders of Group A Units, Group E Units and Group P Units and certain RSUs and RSAs, do not receive distributions during the Distribution Holiday.
Distribution Holiday Economic Income	Distribution Holiday Economic Income is the cumulative amount of Economic Income earned since October 1, 2018, less any dividends paid to Class A Shareholders or on the now-retired Preferred Units. Distribution Holiday Economic Income is a non-GAAP measure that is defined in the agreements of limited partnership of the Sculptor Operating Partnerships and is being presented to provide an update on the progress made toward the $600.0 million target required to exit the Distribution Holiday.
Economic Income	Economic Income is a non-GAAP measure of pre-tax operating performance that excludes the following from our results on a GAAP basis: noncontrolling interests, redeemable noncontrolling interests, equity based compensation expense, net of cash settled RSUs, depreciation and amortization expenses, components of our other income (loss), non-cash interest expense accretion on debt, and amounts related to consolidated entities. In addition, expenses related to incentive income profit-sharing arrangements are generally recognized at the same time the related incentive income revenue is recognized. The fair value of RSUs that are settled in cash to employees or executive managing directors, where the number of RSUs to be settled in cash is not certain at the time of grant, is included as an expense at the time of settlement. Where the number of RSUs to be settled in cash is certain on the grant date, the expense is recognized during the performance period to which the award relates. Similarly, deferred cash compensation is expensed in full during the performance period to which the award relates for Economic Income, rather than over the service period for GAAP. Further, impairment of right-of-use lease assets is excluded from Economic Income at the time the impairment is recognized for GAAP and the impact is then amortized over the lease term for Economic Income. Additionally, rent expense is offset by subrental income as management evaluates rent expenses on a net basis.
Exchange Act	Securities Exchange Act of 1934, as amended.
executive managing directors	The current executive managing directors of the Company, and, except where the context requires otherwise, also includes certain executive managing directors who are no longer active in our business.
Fee Paying Assets Under Management	Fee Paying Assets Under Management (“FP AUM”) refers to the AUM on which we earn management fees and/or incentive income.
funds	The multi-strategy funds, dedicated credit funds, including opportunistic credit funds and Institutional Credit Strategies products, real estate funds, and other alternative investment vehicles for which we provide asset management services, as well as the SPAC we sponsored, which was liquidated in the second quarter of 2023.
GAAP	U.S. generally accepted accounting principles.
Group A Units	Refers collectively to one Class A operating group unit in each of the Sculptor Operating Partnerships. Group A Units are limited partner interests held by our executive managing directors.

2

Group A-1 Units	Refers collectively to one Class A-1 operating group unit in each of the Sculptor Operating Partnerships. Group A-1 Units are limited partner interests held by our executive managing directors.
Group B Units	Refers collectively to one Class B operating group unit in each of the Sculptor Operating Partnerships. Group B Units are limited partner interests held by Sculptor Corp.
Group E Units	Refers collectively to one Class E operating group unit in each of the Sculptor Operating Partnerships. Group E Units are limited partner interests held by our executive managing directors.
Group P Units	Refers collectively to one Group P operating group unit in each of the Sculptor Operating Partnerships. Group P Units are limited partner interests held by our executive managing directors.
Institutional Credit Strategies	Our asset management platform that invests in performing credits, including leveraged loans, high-yield bonds, private credit/bespoke financing and investment grade credit via CLOs, aircraft securitization vehicles, collateralized bond obligations, the structured alternative investment solution, and other customized solutions.
IPO	Our initial public offering of 3.6 million Class A Shares that occurred in November 2007.
Longer-term AUM	AUM from investors that are subject to initial commitment periods of three years or longer. Investors with longer-term AUM may have less than three years remaining in their commitment period. This excludes AUM that had initial commitment periods of three years or longer and subsequently moved to shorter commitment periods at the end of their initial commitment period.
NYSE	New York Stock Exchange.
Partner Equity Units	Refers collectively to the Group A Units, Group E Units and Group P Units.
Preferred Units	One Class A cumulative preferred unit in each of the Sculptor Operating Partnerships collectively represented one “Preferred Unit.” Certain of our executive managing directors collectively owned 100% of the Preferred Units. We redeemed in full the Preferred Units in the fourth quarter of 2020.
PSUs	Class A performance-based RSUs.
Recapitalization	Refers to the recapitalization of our business that occurred in February 2019. As part of the Recapitalization, a portion of the interests held by our former executive management were reallocated to existing members of senior management. In addition, we restructured the previously outstanding senior debt and Preferred Units.
Registrant	Sculptor Capital Management, Inc., a Delaware corporation.
RSAs	Restricted Class A Shares.
RSUs	Class A restricted share units.
Sculptor Corp	Sculptor Capital Holding Corporation, a Delaware corporation.
Sculptor Operating Group	Refers collectively to the Sculptor Operating Partnerships and their consolidated subsidiaries.
Sculptor Operating Group Units	Refers collectively to Sculptor Operating Group A, B, E, and P Units.

3

Sculptor Operating Partnerships	Refers collectively to Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP.
SEC	U.S. Securities and Exchange Commission.
Securities Act	Securities Act of 1933, as amended.
SPAC	Refers to special purpose acquisition company.
Special Investments	Investments that we, as investment manager, believe lack a readily ascertainable market value, are illiquid or should be held until the resolution of a special event or circumstance.

4

Available Information

We file annual, quarterly and current reports, proxy statements and other information required by the Exchange Act with the SEC. We make available free of charge on our website (www.sculptor.com) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and any amendments to those filings as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. We also use our website to distribute company information, including Assets Under Management by investment strategy, and such information may be deemed material. Accordingly, investors should monitor our website, in addition to our press releases, SEC filings and public conference calls and webcasts. The contents of our website are not, however, a part of this report.

Also posted on our website in the “Shareholder Services—Corporate Governance” section are charters for our Audit Committee; Compensation Committee; Nominating, Corporate Governance and Conflicts Committee and Corporate Responsibility and Compliance Committee, as well as our Corporate Governance Guidelines and Code of Business Conduct and Ethics governing our directors, officers and employees. Information on, or accessible through, our website is not a part of, and is not incorporated into, this report or any other SEC filing. Copies of our SEC filings or corporate governance materials are available without charge upon written request to Sculptor Capital Management, Inc., 9 West 57th Street, New York, New York 10019, Attention: Office of the Secretary. Any materials we file with the SEC are also publicly available through the SEC’s website (www.sec.gov).

No statements herein, available on our website or in any of the materials we file with the SEC constitute, or should be viewed as constituting, an offer of any fund.

Forward-Looking Statements

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that reflect our current views with respect to, among other things, future events, our operations and our financial performance. We generally identify forward-looking statements by terminology such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “seek,” “approximately,” “predict,” “intend,” “plan,” “estimate,” “anticipate,” “opportunity,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve,” “see,” “think,” “position” or the negative version of those words or other comparable words.

Any forward-looking statements contained herein are based upon historical information and on our current plans, estimates and expectations. The inclusion of this or other forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved.

We caution that forward-looking statements are subject to numerous assumptions, estimates, risks and uncertainties, including but not limited to the following: global economic, business, market and geopolitical conditions, poor investment performance of, or lack of capital flows into, the funds we manage; our investors’ right to redeem their investments from our funds on a regular basis; the highly variable nature of our revenues, results of operations and cash flows; difficult market conditions that could adversely affect our funds; counterparty default risks; the United Kingdom’s withdrawal from the European Union; the outcome of third-party litigation involving us; or from matters involving the founder and former CEO of our predecessor Och-Ziff; conditions impacting the alternative asset management industry; our ability to retain existing investor capital; our ability to successfully compete for fund investors, assets, professional talent and investment opportunities; our ability to retain our executive managing directors, managing directors and other investment professionals; our successful formulation and execution of our business and growth strategies; the publicly announced special committee process and any outcome thereof; our ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to our business; U.S. and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight, fiscal and tax policy; and assumptions relating to our operations, investment performance, financial results, financial condition, business prospects, growth strategy and liquidity.

If one or more of these or other risks or uncertainties materialize, or if our assumptions or estimates prove to be incorrect, our actual results may vary materially from those indicated in these statements. These factors are not and should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risks that are included in our filings with the SEC, including but not limited to those described in our Annual Report.

There may be additional risks, uncertainties and factors that we do not currently view as material or that are not known. The forward-looking statements contained in this report are made only as of the date of this report. We do not undertake to update any forward-looking statement because of new information, future developments or otherwise.

5

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED BALANCE SHEETS — UNAUDITED

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Assets
Cash and cash equivalents	$	159,446	$	258,863
Restricted cash	8,297		7,895
Investments (includes assets measured at fair value of $296,951 and $231,929 including assets sold under agreements to repurchase of $173,156 and $157,107 as of September 30, 2023 and December 31, 2022, respectively)	383,984		299,059
Income and fees receivable	26,569		56,360
Due from related parties	26,706		32,846
Deferred income tax assets	252,911		257,939
Operating lease assets	68,726		75,861
Other assets, net	75,424		106,442
Assets of consolidated entities:
Cash and cash equivalents	413		3
Restricted cash and cash equivalents	9,800		9,805
Investments of consolidated entities	322,516		544,554
Other assets of consolidated entities	11,266		2,579
Total Assets	$	1,346,058	$	1,652,206
Liabilities and Shareholders’ Equity
Liabilities
Compensation payable	$	74,012	$	127,209
Unearned income and fees	40,510		53,869
Tax receivable agreement liability	173,124		190,245
Operating lease liabilities	83,168		92,045
Debt obligations	115,486		124,176
Warrant liabilities, at fair value	34,140		24,163
Securities sold under agreements to repurchase	177,503		166,632
Other liabilities	43,178		43,049
Liabilities of consolidated entities:
Notes payable, at fair value	220,702		196,106
Warrant liabilities, at fair value	—		596
Other liabilities of consolidated entities	5,070		9,669
Total Liabilities	966,893		1,027,759
Commitments and Contingencies (Note 16)
Redeemable Noncontrolling Interests of Consolidated Entities (Note 3)	—		237,864
Shareholders’ Equity
Class A Shares, par value $0.01 per share, 100,000,000 shares authorized; 28,033,472 and 26,729,608 shares issued and 25,011,092 and 23,707,228 shares outstanding as of September 30, 2023 and December 31, 2022, respectively	250		238
Class B Shares, par value $0.01 per share, 75,000,000 shares authorized; 33,017,247 and 33,569,188 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	330		336
Treasury stock, at cost; 3,022,380 as of September 30, 2023 and December 31, 2022	(32,495)		(32,495)
Additional paid-in capital	294,665		255,293
Accumulated deficit	(309,569)		(276,149)
Accumulated other comprehensive loss	(546)		(119)
Shareholders’ deficit attributable to Class A Shareholders	(47,365)		(52,896)
Shareholders’ equity attributable to noncontrolling interests	426,530		439,479
Total Shareholders’ Equity	379,165		386,583
Total Liabilities and Shareholders’ Equity	$	1,346,058	$	1,652,206

    See notes to consolidated financial statements.

6

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS — UNAUDITED

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Revenues
Management fees	$	60,194	$	66,236	$	186,344	$	211,443
Incentive income	17,801		7,566		62,383		73,788
Other revenues	7,683		3,576		20,931		8,526
(Loss) income of consolidated entities	(23)		1,453		4,535		1,603
Total Revenues	85,655		78,831		274,193		295,360
Expenses
Compensation and benefits	62,081		67,130		188,187		224,658
Interest expense	6,712		3,876		18,462		10,588
General, administrative and other	42,088		28,290		105,811		82,031
Expenses of consolidated entities	229		1,031		2,080		2,943
Total Expenses	111,110		100,327		314,540		320,220
Other (Loss) Income
Changes in fair value of warrant liabilities	(9,717)		(2,386)		(9,977)		40,690
Changes in tax receivable agreement liability	225		(14)		(302)		206
Net gains (losses) on investments	7,051		(2,989)		17,187		(39,171)
Net (losses) gains of consolidated entities	(9,440)		(3,498)		303		(5,792)
Other	(1,406)		—		(1,406)		—
Total Other (Loss) Income	(13,287)		(8,887)		5,805		(4,067)
Loss Before Income Taxes	(38,742)		(30,383)		(34,542)		(28,927)
Income taxes	(280)		227		11,277		(720)
Consolidated Net Loss	(38,462)		(30,610)		(45,819)		(28,207)
Less: Net loss attributable to noncontrolling interests	7,349		9,410		23,376		15,837
Less: Net income attributable to redeemable noncontrolling interests	—		(1,492)		(3,350)		(5,257)
Net Loss Attributable to Sculptor Capital Management, Inc.	(31,113)		(22,692)		(25,793)		(17,627)
Change in redemption value of redeemable noncontrolling interests	—		174		6,826		3,939
Net Loss Attributable to Class A Shareholders	$	(31,113)	$	(22,518)	$	(18,967)	$	(13,688)
Loss per Class A Share
Loss per Class A Share - basic	$	(1.23)	$	(0.91)	$	(0.75)	$	(0.53)
Loss per Class A Share - diluted	$	(1.23)	$	(0.91)	$	(1.00)	$	(1.79)
Weighted-average Class A Shares outstanding - basic	25,204,848		24,772,098		25,186,162		25,620,996
Weighted-average Class A Shares outstanding - diluted	25,204,848		24,772,098		40,212,156		26,818,176

See notes to consolidated financial statements.

7

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) — UNAUDITED

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Consolidated net loss	$	(38,462)	$	(30,610)	$	(45,819)	$	(28,207)
Other Comprehensive Loss, Net of Tax
Other comprehensive loss - currency translation adjustment	(1,266)		(1,430)		(427)		(3,406)
Comprehensive Loss	(39,728)		(32,040)		(46,246)		(31,613)
Less: Comprehensive loss attributable to noncontrolling interests	7,349		9,410		23,376		15,837
Less: Comprehensive income attributable to redeemable noncontrolling interests	—		(1,492)		(3,350)		(5,257)
Comprehensive Loss Attributable to Sculptor Capital Management, Inc.	$	(32,379)	$	(24,122)	$	(26,220)	$	(21,033)

See notes to consolidated financial statements.

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SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) — UNAUDITED

	Sculptor Capital Management, Inc. Shareholders
	Class A Shares	Class B Shares	Treasury Stock Shares	Class A Shares Par Value		Class B Shares Par Value		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock, at cost		Shareholders’ Deficit Attributable to Class A Shareholders		Shareholders’ Equity Attributable to Noncontrolling Interests		Total Shareholders’ Equity
	(dollars in thousands, except share data)
Balance at July 1, 2023	24,971,561	33,017,247	3,022,380	$	250	$	330	$	283,057	$	(278,365)	$	720	$	(32,495)	$	(26,503)	$	428,575	$	402,072
Equity-based compensation, net of taxes	39,531	—	—	—		—		11,517		—		—		—		11,517		1,451		12,968
Dividend equivalents on Class A restricted share units	—	—	—	—		—		91		(91)		—		—		—		—		—
Consolidated net loss, excluding amounts attributable to redeemable noncontrolling interests	—	—	—	—		—		—		(31,113)		—		—		(31,113)		(7,349)		(38,462)
Currency translation adjustment	—	—	—	—		—		—		—		(1,266)		—		(1,266)		—		(1,266)
Capital contributions	—	—	—	—		—		—		—		—		—		—		4,649		4,649
Capital distributions	—	—	—	—		—		—		—		—		—		—		(796)		(796)
Balance at September 30, 2023	25,011,092	33,017,247	3,022,380	$	250	$	330	$	294,665	$	(309,569)	$	(546)	$	(32,495)	$	(47,365)	$	426,530	$	379,165
Balance at July 1, 2022	24,885,028	33,633,474	1,641,589	$	249	$	336	$	219,705	$	(251,059)	$	(1,925)	$	(19,492)	$	(52,186)	$	448,085	$	395,899
Equity-based compensation, net of taxes	85,755	(64,286)	—	—		—		17,742		—		—		—		17,742		2,146		19,888
Repurchase of Class A Shares	(936,016)	—	936,016	(9)		—		—		—		—		(8,740)		(8,749)		—		(8,749)
Dividend equivalents on Class A restricted share units	—	—	—	—		—		319		(319)		—		—		—		—		—
Change in redemption value of SPAC Class A Shares	—	—	—	—		—		174		—		—		—		174		—		174
Cash dividends declared on Class A Shares ($0.13 per share)	—	—	—	—		—		—		(3,222)		—		—		(3,222)		—		(3,222)
Consolidated net loss, excluding amounts attributable to redeemable noncontrolling interests	—	—	—	—		—		—		(22,692)		—		—		(22,692)		(9,410)		(32,102)
Currency translation adjustment	—	—	—	—		—		—		—		(1,430)		—		(1,430)		—		(1,430)
Capital contributions	—	—	—	—		—		—		—		—		—		—		5,490		5,490
Capital distributions	—	—	—	—		—		—		—		—		—		—		(1,751)		(1,751)
Balance at September 30, 2022	24,034,767	33,569,188	2,577,605	$	240	$	336	$	237,940	$	(277,292)	$	(3,355)	$	(28,232)	$	(70,363)	$	444,560	$	374,197

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SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) — (continued)

	Sculptor Capital Management, Inc. Shareholders
	Class A Shares	Class B Shares	Treasury Stock Shares	Class A Shares Par Value		Class B Shares Par Value		Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Treasury Stock, at cost		Shareholders’ Deficit Attributable to Class A Shareholders		Shareholders’ Equity Attributable to Noncontrolling Interests		Total Shareholders’ Equity
	(dollars in thousands, except share data)
Balance at January 1, 2023	23,707,228	33,569,188	3,022,380	$	238	$	336	$	255,293	$	(276,149)	$	(119)	$	(32,495)	$	(52,896)	$	439,479	$	386,583
Equity-based compensation, net of taxes	1,303,864	(551,941)	—	12		(6)		31,411		—		—		—		31,417		4,259		35,676
Dividend equivalents on Class A restricted share units	—	—	—	—		—		1,135		(1,135)		—		—		—		—		—
Change in redemption value of SPAC Class A Shares	—	—	—	—		—		6,826		—		—		—		6,826		—		6,826
Cash dividends declared on Class A Shares ($0.26 per share)	—	—	—	—		—		—		(6,492)		—		—		(6,492)		—		(6,492)
Consolidated net loss, excluding amounts attributable to redeemable noncontrolling interests	—	—	—	—		—		—		(25,793)		—		—		(25,793)		(23,376)		(49,169)
Currency translation adjustment	—	—	—	—		—		—		—		(427)		—		(427)		—		(427)
Capital contributions	—	—	—	—		—		—		—		—		—		—		9,177		9,177
Capital distributions	—	—	—	—		—		—		—		—		—		—		(3,009)		(3,009)
Balance at September 30, 2023	25,011,092	33,017,247	3,022,380	$	250	$	330	$	294,665	$	(309,569)	$	(546)	$	(32,495)	$	(47,365)	$	426,530	$	379,165
Balance at January 1, 2022	25,668,987	33,613,023	—	$	257	$	336	$	184,691	$	(253,521)	$	51	$	—	$	(68,186)	$	446,469	$	378,283
Equity-based compensation, net of taxes	943,385	(43,835)	—	9		—		49,167		—		—		—		49,176		6,029		55,205
Repurchase of Class A Shares	(2,577,605)	—	2,577,605	(26)		—		—		—		—		(28,232)		(28,258)		—		(28,258)
Dividend equivalents on Class A restricted share units	—	—	—	—		—		143		(143)		—		—		—		—		—
Change in redemption value of SPAC Class A Shares	—	—	—	—		—		3,939		—		—		—		3,939		—		3,939
Cash dividends declared on Class A Shares ($0.24 per share)	—	—	—	—		—		—		(6,001)		—		—		(6,001)		—		(6,001)
Consolidated net loss, excluding amounts attributable to redeemable noncontrolling interests	—	—	—	—		—		—		(17,627)		—		—		(17,627)		(15,837)		(33,464)
Currency translation adjustment	—	—	—	—		—		—		—		(3,406)		—		(3,406)		—		(3,406)
Capital contributions	—	—	—	—		—		—		—		—		—		—		14,469		14,469
Capital distributions	—	—	—	—		—		—		—		—		—		—		(6,570)		(6,570)
Balance at September 30, 2022	24,034,767	33,569,188	2,577,605	$	240	$	336	$	237,940	$	(277,292)	$	(3,355)	$	(28,232)	$	(70,363)	$	444,560	$	374,197

See notes to consolidated financial statements.

10

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED

	Nine Months Ended September 30,
	2023		2022
	(dollars in thousands)
Cash Flows from Operating Activities
Consolidated net loss	$	(45,819)	$	(28,207)
Adjustments to reconcile consolidated net loss to net cash provided by (used in) operating activities:
Amortization of equity-based compensation	44,263		66,664
Depreciation, amortization and net gains and losses on fixed assets	3,085		3,815
Changes in fair value of warrant liabilities	9,977		(40,690)
Other loss	1,406		—
Deferred income taxes	5,463		(4,103)
Non-cash lease expense	14,030		14,311
Net (gains) losses on investments, net of dividends	(14,517)		42,831
Operating cash flows due to changes in:
Income and fees receivable	29,873		167,168
Due from related parties	6,159		(93)
Other assets, net	(912)		(11,635)
Compensation payable	(59,312)		(178,630)
Unearned income and fees	(13,360)		3,388
Tax receivable agreement liability	(17,121)		(16,979)
Operating lease liabilities	(15,770)		(16,486)
Other liabilities	148		(819)
Consolidated entities related items:
Net losses of consolidated entities	689		5,792
Purchases of investments	(44,537)		(493,970)
Proceeds from sale of investments	59,198		180,669
Other assets of consolidated entities	(11,917)		(10,320)
Other liabilities of consolidated entities	(5,195)		(7,213)
Net Cash Used in Operating Activities	(54,169)		(324,507)
Cash Flows from Investing Activities
Purchases of fixed assets	(66)		(2,317)
Purchases of United States government obligations	(88,222)		(98,082)
Maturities and sales of United States government obligations	35,000		224,386
Investments in funds	(33,502)		(136,734)
Return of investments in funds	44,533		152,517
Consolidated entities related items:
Proceeds from sale of investment in government obligations of consolidated SPAC	242,272		—
Purchases of United States government obligations by SPAC	—		(235,040)
Net Cash Provided by (Used in) Investing Activities	200,015		(95,270)

11

SCULPTOR CAPITAL MANAGEMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS — UNAUDITED — (continued)

	Nine Months Ended September 30,
	2023		2022
	(dollars in thousands)
Cash Flows from Financing Activities
Contributions from noncontrolling interests	9,177		14,469
Distributions to noncontrolling interests	(3,009)		(6,570)
Dividends on Class A Shares	(6,492)		(6,001)
Proceeds from debt obligations, net of issuance costs	1,154		5,881
Repayment of debt obligations, including prepayment costs	(11,145)		(9,424)
Proceeds from securities sold under agreements to repurchase, net of issuance costs	13,299		20,395
Purchases of treasury stock	—		(28,232)
Other, net	(3,123)		(6,254)
Consolidated entities related items:
Redemption of SPAC Class A Shares	(242,172)		—
Proceeds from debt obligations of consolidated entities, net of issuance costs	—		215,733
Net Cash (Used in) Provided by Financing Activities	(242,311)		199,997
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(2,145)		(5,478)
Net change in cash and cash equivalents and restricted cash	(98,610)		(225,258)
Cash and cash equivalents and restricted cash, beginning of period	276,566		412,671
Cash and Cash Equivalents and Restricted Cash, End of Period	$	177,956	$	187,413
Supplemental Disclosure of Cash Flow Information
Cash paid during the period:
Interest	$	16,062	$	8,746
Income taxes	$	8,625	$	7,199
Non-cash transactions:
Assets related to initial consolidation of funds	$	—	$	16,699
Liabilities related to initial consolidation of funds	$	—	$	2,364
Assets related to deconsolidation of funds	$	—	$	44,042
Liabilities related to deconsolidation of funds	$	—	$	29,632
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	$	159,446	$	170,304
Restricted cash	8,297		7,144
Cash and cash equivalents of consolidated entities	413		83
Restricted cash and cash equivalents of consolidated entities	9,800		9,882
Total Cash and Cash Equivalents and Restricted Cash	$	177,956	$	187,413

See notes to consolidated financial statements.

12

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

1. ORGANIZATION

Sculptor Capital Management, Inc. (the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Sculptor Capital”), is a leading global alternative asset manager and a specialist in opportunistic investing with offices in New York, London, Hong Kong and Shanghai. The Company provides asset management services and investment products across Credit, Real Estate, and Multi-Strategy. The Company serves its global client base through commingled funds, separate accounts and specialized products (collectively, the “funds”). The Company’s model is driven by a global team that is predominantly home-grown, long tenured and incentivized to put client outcomes first. The Company’s capabilities span all major geographies and asset classes, including corporate credit, structured credit, real estate debt and equity, fundamental equities, merger arbitrage, and convertible and derivative arbitrage.

The Company manages dedicated credit funds, including opportunistic credit funds and Institutional Credit Strategies products, real estate funds, multi-strategy funds, and other alternative investment vehicles. Through Institutional Credit Strategies, the Company’s asset management platform that invests in performing credits, the Company manages collateralized loan obligations (“CLOs”), aircraft securitization vehicles, collateralized bond obligations (“CBOs”), structured alternative investment solutions, commingled products and other customized solutions for clients.

The Company’s primary sources of revenues are management fees, which are generally based on the amount of the Company’s assets under management (“Assets Under Management” or “AUM”), as defined below, and incentive income, which is based on the investment performance of its funds. Accordingly, for any given period, the Company’s revenues will be driven by the combination of Assets Under Management and the investment performance of the funds. AUM refers to the assets of the funds to which the Company provides investment management and advisory services. The Company’s AUM are a function of the capital that is allocated to it by the investors in its funds and the investment performance of its funds.

The Company conducts its business and generates substantially all of its revenues primarily in the United States (the “U.S.”) through one operating and reportable segment. The single reportable segment reflects how the Company’s chief operating decision makers allocate resources, make operating decisions and assess financial performance on a consolidated basis under the Company’s ‘one-firm approach’, which includes operating collaboratively across business lines, with predominantly a single expense pool. The Company conducts its operations through Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP (collectively, the “Sculptor Operating Partnerships” and collectively with their consolidated subsidiaries, the “Sculptor Operating Group”). The Registrant holds its interests in the Sculptor Operating Group indirectly through Sculptor Capital Holding Corporation (“Sculptor Corp”), a wholly owned subsidiary of the Registrant.

References to the Company’s “executive managing directors” include the current executive managing directors of the Company, and, except where the context requires otherwise, also include certain former executive managing directors who are no longer active in the Company’s business.

On July 23, 2023, the Company entered into an Agreement and Plan of Merger, as amended on October 12, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on October 26, 2023 by Amendment No. 2 to Agreement and Plan of Merger, with Rithm Capital Corp. and certain of its affiliates. Refer to Note 17 for details of the proposed transaction with Rithm Capital Corp.

Company Structure

The Registrant is a holding company that, through Sculptor Corp, holds equity ownership interests in the Sculptor Operating Group. The Registrant had issued and outstanding the following share classes:

•Class A Shares—Class A Shares are publicly traded and entitle the holders thereof to one vote per share on matters submitted to a vote of shareholders. The holders of Class A Shares are entitled to any distributions declared

13

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

on the Class A Shares by the Registrant’s board of directors (the “Board of Directors” or the “Board”) (other than RSAs, where entitlement to distributions may be subject to limitations and conditions).

•Class B Shares—Class B Shares are held by executive managing directors, as further discussed below. These shares are not publicly traded but rather entitle the executive managing directors to one vote per share on matters submitted to a vote of shareholders. These shares do not participate in the earnings of the Registrant, as the executive managing directors participate in the related economics of the Sculptor Operating Group through their direct ownership in the Sculptor Operating Group, subject to the Distribution Holiday discussed below.

The Company conducts its operations through the Sculptor Operating Group. The following is a list of the outstanding units of the Sculptor Operating Partnerships as of September 30, 2023:

•Group A Units—Group A Units are limited partner interests issued to certain executive managing directors. In connection with the Recapitalization, as defined below, the Sculptor Operating Partnerships initiated a distribution holiday (the “Distribution Holiday”). Holders of Group A Units do not receive distributions on such units during the Distribution Holiday. Each executive managing director may exchange his or her vested and booked-up (as defined below) Group A Units for an equal number of Class A Shares (or the cash equivalent thereof) over a period of two years in three equal installments commencing upon the final day of the Distribution Holiday and on each of the first and second anniversary thereof (or, for units that become vested and booked-up Group A Units after the final day of the Distribution Holiday, from the later of the date on which they would have been exchangeable in accordance with the foregoing and the date on which they become vested and booked-up Group A Units) (and thereafter such units will remain exchangeable), in each case, subject to certain restrictions. A “book-up” is achieved when sufficient appreciation has occurred to meet a prescribed capital account book-up target under the terms of the Sculptor Operating Partnership limited partnership agreements.

Group A Unit grants are accounted for as equity-based compensation. See Note 3 and Note 13 in the Company's Annual Report for additional information. The Company completed a recapitalization in February 2019 (“Recapitalization”). In connection with the Recapitalization, each Group A Unit outstanding on the Recapitalization date was recapitalized into 0.65 Group A Units and 0.35 Group A-1 Units.

•Group A-1 Units—Group A-1 Units are limited partner interests into which 0.35 of each Group A Unit was recapitalized in connection with the reallocation that was effectuated by the Recapitalization. The Group A-1 Units will be canceled at such time and to the extent that the Group E Units granted in connection with the Recapitalization vest and achieve a book-up. Group A-1 Units are not eligible to receive distributions at any time and do not participate in the net income (loss) of the Sculptor Operating Group. However, the holders of Group A-1 Units shall participate in any sale, change of control or other liquidity event that takes place prior to cancellation of the Group A-1 Units. In the Recapitalization, the holders of the 2016 Preferred Units, as defined below, forfeited an additional 749,813 Group A Units, which were recapitalized into Group A-1 Units.

•Group B Units—Sculptor Corp holds a general partner interest and Group B Units in each Sculptor Operating Partnership. Sculptor Corp owns all of the Group B Units, which represent equity interest in the Sculptor Operating Partnerships. Except during the Distribution Holiday as described above, the Group B Units are economically identical to the Group A Units held by executive managing directors but are not exchangeable for Class A Shares and are not subject to vesting, book-up, forfeiture or minimum retained ownership requirements.

•Group E Units—Group E Units are limited partner interests issued to certain executive managing directors that are only entitled to future profits and gains upon satisfaction of a certain performance condition. Each Group E Unit converts into a Group A Unit and becomes exchangeable for one Class A Share (or the cash equivalent thereof) to the extent there has been a sufficient amount of appreciation for a Group E Unit to achieve a book-up target and, subject to other conditions contained in the limited partnership agreements of the Sculptor Operating Partnerships, the Distribution Holiday has ended (or an earlier exchange date is established by the Exchange

14

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Committee, which consists of the Chief Executive Officer and the Chief Financial Officer of Sculptor Capital Management, Inc.). The Group E Units are entitled to share in residual assets upon liquidation, dissolution or winding up and become eligible to participate in any tag along right, in a change of control transaction or other liquidity event only to the extent of their relative positive capital accounts (if any). Holders of Group E Units do not receive distributions during the Distribution Holiday. Group E Unit grants are accounted for as equity-based compensation. See Note 3 and Note 13 in the Company’s Annual Report for additional details.

•Group P Units—Group P Units are limited partner interests issued to certain executive managing directors that are only entitled to future profits and gains upon satisfaction of certain service and market conditions. Each Group P Unit becomes exchangeable for one Class A Share (or the cash equivalent thereof), in each case upon satisfaction of certain service and market conditions at such time and, with respect to exchanges, to the extent there has been sufficient appreciation for a Group P Unit to achieve a book-up target and, subject to other conditions contained in the limited partnership agreements of the Sculptor Operating Partnerships, the Distribution Holiday has ended (or an earlier exchange date is established by the Exchange Committee). The Group P Units are entitled to share in residual assets upon liquidation, dissolution or winding up and become eligible to participate in any tag along right, in a change of control transaction or other liquidity event only to the extent that certain market conditions are met and to the extent of their relative positive capital accounts (if any). The terms of the Group P Units may be varied for certain executive managing directors. Group P Unit grants are accounted for as equity-based compensation. See Note 3 and Note 13 in the Company’s Annual Report for additional information.

Executive managing directors hold a number of Class B Shares equal to the number of Group A Units, vested Group E Units, Group A-1 Units (to the extent the corresponding Class B Shares have not been canceled in connection with the vesting of certain Group E Units issued in connection with the Recapitalization, as further discussed in Note 3 in the Company’s Annual Report), and Group P Units held. Upon the exchange of a Group A Unit or Group P Unit for a Class A Share, the corresponding Class B Share is canceled and a Group B Unit is issued to Sculptor Corp. Class B Shares that relate to Group A-1 Units will be voted pro rata in accordance with the vote of the Class A Shares.

15

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The following table presents the number of shares and units of the Company and the Sculptor Operating Partnerships, respectively, that were outstanding as of September 30, 2023:

	As of September 30, 2023
Sculptor Capital Management, Inc.
Class A Shares	25,011,092
Class B Shares	33,017,247
Restricted Class A Shares (“RSAs”)	4,650,661
Restricted Share Units (“RSUs”)	2,593,305
Performance-based RSUs (“PSUs”)	912,500
Warrants to purchase Class A Shares (Note 7)	4,338,015
Sculptor Operating Partnerships
Group A Units	15,025,994
Group A-1 Units	9,244,477
Group B Units	25,011,092
Group E Units	13,020,157
Group P Units	4,734,286

The Company grants RSAs, RSUs and PSUs to its employees and executive managing directors as a form of compensation. These grants are accounted for as equity-based compensation. See Note 13 in the Company's Annual Report for additional information. In addition, the Company has 3,022,380 shares of treasury stock as of September 30, 2023.

Share Repurchase Program

In February 2022, the Company’s Board of Directors authorized the Company to repurchase up to $100.0 million of its outstanding common stock. The Company records its treasury stock repurchases at cost on a trade date basis. As of September 30, 2023, the Company repurchased 3,022,380 Class A Shares at a cost of $32.5 million for an average price of $10.75 per share through open market purchase transactions. No shares were purchased in the three months ended September 30, 2023. As of September 30, 2023, $67.5 million remained available for repurchase of the Company’s common stock under the share repurchase program. All of the repurchased shares are classified as treasury stock in the Company’s consolidated balance sheets.

The repurchase program has no expiration date. On July 23, 2023, we entered into an Agreement and Plan of Merger, as amended on October 12, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on October 26, 2023 by Amendment No. 2 to Agreement and Plan of Merger (including the schedules and exhibits thereto, the “Merger Agreement”) with entities affiliated with Rithm Capital Corp. The Company has not and will not repurchase any shares while the Merger Agreement remains in effect. See Note 17 to the unaudited consolidated financial statements for more information regarding the Merger Agreement.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited, interim, consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”), and exclude some of the disclosures required in audited financial statements and therefore should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report. Management believes all adjustments considered necessary for a fair presentation of the Company’s unaudited, interim, consolidated financial

16

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

statements have been included and are of a normal and recurring nature and that estimates made in preparing unaudited, interim, consolidated financial statements are reasonable and prudent. The consolidated financial statements include the accounts of the Company, its wholly owned or majority owned subsidiaries, the consolidated entities which are considered to be variable interest entities and for which the Company is considered the primary beneficiary, and certain other entities which are not considered variable interest entities but the Company is determined to have control. All significant intercompany transactions and balances have been eliminated in consolidation.

The results of operations presented for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. For example, incentive income for the majority of the Company’s multi-strategy AUM is recognized in the fourth quarter each year, based on full year investment performance.

See Note 2 in the Company’s Annual Report for the complete listing of our significant accounting policies.

Recently Adopted Accounting Pronouncements

No changes to GAAP that went into effect in the nine months ended September 30, 2023 had a material effect on the Company’s consolidated financial statements.

Future Adoption of Accounting Pronouncements

No changes to GAAP that are not yet effective are expected to have a material effect on the Company’s consolidated financial statements.

3. NONCONTROLLING INTERESTS

Noncontrolling interests represent ownership interests in the Company’s subsidiaries held by parties other than the Company, and primarily relate to the Group A Units held by executive managing directors.

Prior to the Recapitalization, the attribution of net income (loss) of each Sculptor Operating Partnership was based on the relative ownership percentages of the Group A Units (noncontrolling interests) and the Group B Units (indirectly held by the Registrant). In applying the substantive profit-sharing arrangements in the Sculptor Operating Partnerships’ limited partnership agreements to the Company’s consolidated financial statements, for periods subsequent to the Recapitalization and for the duration of the Distribution Holiday, the Company will allocate net income of each Sculptor Operating Partnership in any fiscal year solely to the Group B Units and any net loss on a pro rata basis based on the relative ownership percentages of the Group A Units and Group B Units. To the extent a Sculptor Operating Partnership incurs a net loss in an interim period, any net income recognized in a subsequent interim period in the same fiscal year is allocated on a pro rata basis to the extent of previously allocated net loss. Conversely, to the extent a Sculptor Operating Partnership recognizes net income in an interim period, any net loss incurred in a subsequent interim period in the same fiscal year is allocated solely to the Group B Units to the extent of previously allocated net income.

Noncontrolling interests are presented as a separate component of shareholders’ equity on the Company’s consolidated balance sheets. The primary components of noncontrolling interests are separately presented in the Company’s consolidated statements of changes in shareholders’ equity (deficit) to distinguish the shareholders’ equity (deficit) attributable to Class A shareholders and noncontrolling interest holders. Net income (loss) includes the net income (loss) attributable to the holders of noncontrolling interest on the Company’s consolidated statements of operations.

Sculptor Operating Group Ownership

The Company’s equity interest in the Sculptor Operating Group increased to 47.1% as of September 30, 2023, from 46.2% as of September 30, 2022. Changes in the Company’s interest in the Sculptor Operating Group have historically been, and in the future may be, driven by the following: (i) the exchange of Group A Units and Group P Units for Class A Shares, at which

17

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

time the related Class B Shares are also canceled; (ii) vesting of RSAs; (iii) the issuance of Class A Shares under the Company’s Amended and Restated 2007 Equity Incentive Plan, 2013 Incentive Plan and 2022 Incentive Plan related to the settlement of RSUs or PSUs; and (iv) the forfeiture of Group A Units and participating Group P Units by a departing executive managing director.

The table below sets forth the calculation of noncontrolling interests related to the Group A Units for each Sculptor Operating Partnership (rounding differences may occur). The blended participation percentages presented below take into account ownership changes throughout the periods presented.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
	(dollars in thousands)
Sculptor Capital LP
Net (loss) income	$	(20,207)		$	(9,389)		$	22,832		$	6,826
Blended participation percentage	0		%	0		%	0		%	0		%
Net Income Attributable to Group A Units	$	—		$	—		$	—		$	—
Sculptor Capital Advisors LP
Net loss	$	(11,556)		$	(14,398)		$	(32,107)		$	(15,595)
Blended participation percentage	37		%	39		%	38		%	38		%
Net Loss Attributable to Group A Units	$	(4,330)		$	(5,548)		$	(12,050)		$	(5,999)
Sculptor Capital Advisors II LP
Net loss	$	(11,584)		$	(9,800)		$	(39,238)		$	(29,273)
Blended participation percentage	37		%	40		%	38		%	38		%
Net Loss Attributable to Group A Units	$	(4,337)		$	(3,930)		$	(14,726)		$	(11,261)
Total Sculptor Operating Group
Net loss	$	(43,347)		$	(33,587)		$	(48,513)		$	(38,042)
Blended participation percentage	20		%	28		%	55		%	45		%
Net Loss Attributable to Group A Units	$	(8,667)		$	(9,478)		$	(26,776)		$	(17,260)

The following table presents the components of the net income loss attributable to noncontrolling interests:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Group A Units	$	(8,667)	$	(9,478)	$	(26,776)	$	(17,260)
Other	1,318		68		3,400		1,423
	$	(7,349)	$	(9,410)	$	(23,376)	$	(15,837)

18

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The following table presents the components of the shareholders’ equity attributable to noncontrolling interests:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Group A Units	$	390,424	$	412,941
Other	36,106		26,538
	$	426,530	$	439,479

Redeemable noncontrolling interests

In the second quarter of 2023, our previously consolidated SPAC was liquidated in accordance with its charter and its Class A shares were redeemed. Therefore, there was no activity for the redeemable noncontrolling interests for the three months ended September 30, 2023. Prior to the liquidation, the investors’ interests in the SPAC were classified as redeemable noncontrolling interests in the consolidated balance sheets as they were redeemable for cash by the public shareholders in the event the SPAC did not consummate an initial business combination within the time period required by its charter. The following table presents the activity in redeemable noncontrolling interests, excluding the reversal of deferred underwriting fees as a result of the SPAC liquidation, for the nine months ended September 30, 2023:

	Nine Months Ended September 30,
	2023
	SPAC
	(dollars in thousands)
Beginning balance	$	237,864
Change in redemption value of Class A Shares of consolidated SPAC	958
Capital distributions	(242,172)
Comprehensive income	3,350
Ending Balance	$	—

4. INVESTMENTS AND FAIR VALUE DISCLOSURES

The following table presents the components of the Company’s investments as reported in the consolidated balance sheets:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
U.S. government obligations, at fair value	$	79,408	$	24,782
CLOs, at fair value	217,543		207,147
Equity method investments	87,033		67,130
Total Investments	$	383,984	$	299,059
Investments of Consolidated Entities	$	322,516	$	544,554

The Company invests in U.S. government obligations to manage excess liquidity. CLOs, at fair value, consist of investments in notes of unconsolidated CLOs. These investments are carried at fair value under the irrevocable fair value option

19

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

election at initial recognition. Changes in fair value are recorded within net gains (losses) on investments in the consolidated statements of operations. Interest income on these investments is accrued using the effective interest method and separately presented from the overall change in fair value and is recognized in other revenues in the consolidated statement of operations.

The Company’s equity method investments include investments in funds, which are not consolidated, but in which the Company exerts significant influence, but not control. The Company has not elected the fair value option and accounts for such investments under the equity method. Under the equity method of accounting, the Company recognizes its share of the underlying earnings (losses) from equity method investments within net gains (losses) on investments in the consolidated statements of operations. The carrying amounts of equity method investments are recorded in investments in the consolidated balance sheets. Refer to Note 15 for details of the related party nature of such investments.

In the second quarter of 2023, our consolidated SPAC was liquidated in accordance with its charter and the investments held in a SPAC’s trust account were liquidated. Investments of consolidated entities included both investments of the Company’s consolidated SPAC, prior to its liquidation, as well as investments held by the Company’s consolidated structured alternative investment solution. The investments of the consolidated structured alternative investment solution that the Company manages are generally measured at fair value using the NAV per share practical expedient. The Company may determine based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, the Company will estimate the fair value in good faith and in a manner that it reasonably chooses in accordance with GAAP. The Company does not categorize investments where fair value is measured using the NAV practical expedient within the fair value hierarchy.

The following table summarizes the fair value of the investments of the structured alternative investment solution that are measured using the NAV practical expedient by strategy type and ability to redeem such investments as of September 30, 2023:

Fund Type(1)	Fair Value (as of September 30, 2023)		Redemption Frequency(2)	Redemption Notice Period(2)
	(dollars in thousands)
Multi-strategy	58,583		Quarterly - Annually	30 days - 90 days
Credit	250,321		Monthly - Annually(3)	30 days - 90 days
Real estate	13,612		None(4)	N/A
Total	$	322,516

_______________

(1)The structured alternative investment solution invests in both open-ended and close-ended funds. The investments in each fund may represent investments in a particular tranche of such fund subject to different withdrawal rights.

(2)$163.3 million of investments are subject to an initial lock-up period of three years during which time no withdrawals or redemptions are allowed. Once the lock-up period ends, the investments are able to be redeemed with the frequency noted above.

(3)30% of these investments are in closed-end funds which cannot be redeemed, as distributions will be received as the underlying assets are liquidated, which is expected to be approximately six years from inception.

(4)100% of these investments are in closed-end funds which cannot be redeemed, as distributions will be received as the underlying assets are liquidated, which is expected to be approximately seven to nine years from inception.

As of September 30, 2023, the structured alternative investment solution had unfunded commitments of $72.0 million related to the investments presented in the table above.

See Note 2 in the Company’s Annual Report for additional information regarding the investments of consolidated entities.

20

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Fair Value Disclosures

Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company and the funds it manages hold a variety of investments, certain of which are not publicly traded or that are otherwise illiquid. Significant judgement and estimation go into the assumptions that drive the fair value of these investments. The fair value of these investments may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of investments that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material.

GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type and the specific characteristics of the financial instrument, including existence and transparency of transactions between market participants. Financial instruments with readily available actively quoted prices or for which fair value can be measured from actively-quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value.

Financial instruments measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values:

•Level I – Quoted prices that are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments that would generally be included in this category are listed equities, U.S. government obligations and listed derivatives. The Company does not adjust the quoted price for these investments.

•Level II – Quotations received from dealers making a market for financial instruments (“broker quotes”), valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly observable as of the reporting date. The types of financial instruments that would generally be included in this category are certain corporate bonds and loans, certain credit default swap contracts, certain bank debt securities, certain commercial real estate debt, less liquid equity securities, forward contracts and certain over the-counter (“OTC”) derivatives where the fair value is based on observable inputs. These financial instruments exhibit higher levels of liquid market observability as compared to Level III financial instruments.

•Level III – Pricing inputs that are unobservable for the financial instruments and includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value of financial instruments in this category may require significant management judgment or estimation. The fair value of these financial instruments may be estimated using a combination of observed transaction prices, independent pricing services, relevant broker quotes, models or other valuation methodologies based on pricing inputs that are neither directly or indirectly market observable (e.g., cash flows, implied yields, EBITDA multiples). The types of financial instruments that would generally be included in this category include CLOs, certain warrant liabilities, certain credit default swap contracts, certain bank debt securities, certain OTC derivatives, asset-backed securities, collateralized debt obligations and investments in affiliated credit funds.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument when the fair value is based on unobservable inputs.

21

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

For financial instruments for which the Company uses independent pricing services for valuation, the Company performs analytical procedures and compares independent pricing service valuations to other vendors’ pricing as applicable. The Company also performs due diligence reviews on independent pricing services on an annual basis and performs other due diligence procedures as may be deemed necessary.

Fair Value Measurements Categorized within the Fair Value Hierarchy

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy for the periods presented:

	As of September 30, 2023
	Level I		Level II		Level III		NAV		Total
	(dollars in thousands)
Assets, at Fair Value
Included within cash and cash equivalents:
U.S. government obligations	$	9,913	$	—	$	—	$	—	$	9,913
Included within investments:
U.S. government obligations	$	79,408	$	—	$	—	$	—	$	79,408
CLOs(1)	$	—	$	—	$	217,543	$	—	$	217,543
Included within investments of consolidated entities:
Investments in funds	$	—	$	—	$	—	$	322,516	$	322,516
Liabilities, at Fair Value
Warrants	$	—	$	—	$	34,140	$	—	$	34,140
Liabilities of consolidated entities:
Notes payable	$	—	$	—	$	220,702	$	—	$	220,702

_______________

(1) As of September 30, 2023, investments in CLOs had contractual principal amounts of $213.0 million outstanding, which excludes the Company’s investments in subordinated tranches of the notes, as these do not have contractual principal payments.

22

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

	As of December 31, 2022
	Level I		Level II		Level III		NAV		Total
	(dollars in thousands)
Assets, at Fair Value
Included within cash and cash equivalents:
U.S. government obligations	$	19,937	$	—	$	—	$	—	$	19,937
Included within investments:
U.S. government obligations	$	24,782	$	—	$	—	$	—	$	24,782
CLOs(1)	$	—	$	—	$	207,147	$	—	$	207,147
Included within investments of consolidated entities:
U.S. government obligations	$	237,964	$	—	$	—	$	—	$	237,964
Investments in funds	—		—		—		306,590		306,590
Investments of Consolidated Entities	$	237,964	$	—	$	—	$	306,590	$	544,554
Liabilities, at Fair Value
Warrants	$	—	$	—	$	24,163	$	—	$	24,163
Liabilities of consolidated entities:
Warrants	$	596	$	—	$	—	$	—	$	596
Notes payable	$	—	$	—	$	196,106	$	—	$	196,106

_______________

(1) As of December 31, 2022, investments in CLOs had contractual principal amounts of $212.0 million outstanding, which excludes the Company’s investments in subordinated tranches of the notes, as these do not have contractual principal payments.

Reconciliation of Fair Value Measurements Categorized within Level III

Gains and losses on investments categorized within Level III, excluding those related to investments of consolidated entities and foreign currency translation adjustments, are recorded within net gains (losses) on investments in the consolidated statements of operations. Gains and losses related to foreign currency translation adjustments are recorded in the statements of comprehensive income (loss), and gains and losses related to investment of consolidated entities are recorded within net (losses) gains of consolidated entities. Amortization of premium, accretion of discount and foreign exchange gains and losses on non-U.S. dollar investments are also included within gains and losses in the tables below. Changes in fair value of warrant liabilities are included in other income (loss) in the consolidated statements of operations. In the first quarter of 2022, the warrants of the consolidated SPAC began to trade publicly, and as such, were transferred from Level III to Level I and in the second quarter of 2023, the warrants expired worthless as the SPAC was liquidated. Changes in fair value of warrant liabilities and notes payable of the consolidated entities are included in net (losses) gains of consolidated entities in the consolidated statements of operations. The Company elected to measure its investments in CLOs, U.S. government obligations and notes payable of the consolidated fund at fair value through consolidated net (loss) income in order to simplify its accounting for these instruments.

23

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The following tables summarize the changes in the Company’s Level III financial assets and liabilities for the three months ended September 30, 2023 and 2022:

	June 30, 2023		Transfers In		Transfers Out		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2023
	(dollars in thousands)
Assets, at Fair Value
Included within investments
CLOs	$	208,138	$	—	$	—	$	15,687	$	(3,887)	$	2,938	$	(5,333)	$	217,543
Liabilities, at Fair Value
Warrants	$	24,423	$	—	$	—	$	—	$	—	$	(9,717)	$	—	$	34,140
Liabilities of consolidated entities:
Notes payable	$	205,290	$	—	$	—	$	—	$	—	$	(15,412)	$	—	$	220,702
	June 30, 2022		Transfers In		Transfers Out		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2022
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	203,631	$	—	$	—	$	248	$	(40)	$	(4,143)	$	(10,482)	$	189,214
Investments of consolidated entities:
Bank Debt	$	40,226	$	—	$	(16,296)	$	—	$	(23,930)	$	—	$	—	$	—
Liabilities, at Fair Value
Warrants	$	22,211					$	—	$	—	$	(2,386)	$	—	$	24,597
Liabilities of consolidated entities:
Notes payable	$	201,985	$	—	$	—	$	—	$	—	$	(5,993)	$	—	$	207,978

24

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The following tables summarize the changes in the Company’s Level III financial assets and liabilities for the nine months ended September 30, 2023 and 2022:

	December 31, 2022		Transfers In		Transfers Out		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2023
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	207,147	$	—	$	—	$	16,231	$	(12,342)	$	8,525	$	(2,018)	$	217,543
Liabilities, at Fair Value
Warrants	$	24,163	$	—	$	—	$	—	$	—	$	(9,977)	$	—	$	34,140
Liabilities of consolidated entities:
Notes payable	$	196,106	$	—	$	—	$	—	$	—	$	(24,596)	$	—	$	220,702

	December 31, 2021		Transfers In			Transfers Out			Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2022
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	219,510	$	—		$	—		$	30,087	$	(12,413)	$	(22,931)	$	(25,039)	$	189,214
Investments of consolidated entities:
Bank Debt	$	—	$	3,603	(1)	$	(47,258)	(1)	$	98,217	$	(51,335)	$	(3,227)	$	—	$	—
Liabilities, at Fair Value
Warrants	$	65,287	$	—		$	—		$	—	$	—	$	40,690	$	—	$	24,597
Liabilities of consolidated entities:
Warrants	$	7,590	$	—		$	(3,450)	(2)	$	—	$	—	$	4,140	$	—	$	—
Notes payable	$	—	$	—		$	—		$	215,733	$	—	$	7,755	$	—	$	207,978

_______________

(1) Transfers into and out of Level III in bank debt include $2.3 million related to the consolidation (Transfers In) and $14.0 million related to the subsequent deconsolidation (Transfers Out) of a fund that the Company manages.

(2) Transfers out of Level III into Level I related to warrants of consolidated entities that became publicly traded with available quoted prices during the first quarter of 2022.

25

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The table below summarizes the net change in unrealized gains and (losses) on the Company’s Level III financial instruments outstanding as of the reporting date:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	(2,395)	$	(14,625)	$	6,507	$	(47,970)
Liabilities, at Fair Value
Warrants	$	(9,717)	$	(2,386)	$	(9,977)	$	40,690
Liabilities of consolidated entities:
Notes payable	$	(15,412)	$	(5,993)	$	(24,596)	$	7,755

Level III Valuation Methodologies

Financial instruments classified within Level III of the fair value hierarchy are generally comprised of CLOs, warrant liabilities and notes payable of consolidated entities.

Investments in CLOs are valued using independent pricing services. The Company performs procedures over the values provided by the pricing services, as discussed above.

Warrant liabilities of the Company are valued by independent pricing services using Black-Scholes option pricing model with a probability-weighted value based upon merger and no merger scenarios. The Company’s Class A share price, warrant exercise price, risk free rate, volatility, term to expiry and probability of merger are the primary inputs to the valuation. The significant unobservable quantitative input used for the fair value measurement of the warrant liabilities of the Company was volatility. The volatility of 58.65% used in the merger scenario was based on a 100-day historical volatility per the warrant contractual terms in case of a change of control and the volatility used in a no merger scenario was a term matched historical volatility of 55.96%, as of September 30, 2023.

Notes payable of consolidated entities are valued using independent pricing services. The Company measures the financial liabilities of its consolidated entity based on the fair value of the financial assets of the consolidated entity, as the Company believes the fair value of the financial assets is more observable. Refer to Note 2 in the Company’s Annual Report for additional valuation considerations of the notes payable of consolidated entities.

Financial Instruments Not Measured at Fair Value

Management estimates that the carrying value of the Company’s financial instruments not measured at fair value, including its debt obligations and repurchase agreements, approximated their fair values as of September 30, 2023. The fair value measurements for the Company’s debt obligations and repurchase agreements are categorized as Level III within the fair value hierarchy. The fair value measurements for the Company’s CLO Investments Loans (as defined in Note 7) and repurchase agreements were determined using independent pricing services. The fair value measurement for the Company’s 2020 Term Loan (as defined in Note 7) was determined using a discounted cash flow model.

26

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Loans Sold to CLOs Managed by the Company

From time to time the Company may sell loans to CLOs managed by the Company. These loans are purchased by the Company in the open market and simultaneously sold for cash to the CLOs. The loans are accounted for as transfers of financial assets as they meet the criteria for derecognition under U.S. GAAP. No loans were sold in each of the nine months ended September 30, 2023 and 2022. The Company invests in senior secured and subordinated notes issued by certain CLOs to which it sold loans in the past. These investments represent retained interests to the Company and are in the form of a 5% vertical strip (i.e., 5% of each of the senior and subordinated tranches of notes issued by each CLO). The retained interests are reported within investments on the Company’s consolidated balance sheet. As of September 30, 2023 and December 31, 2022, the Company’s investments in these retained interests had a fair value of $71.3 million and $78.6 million, respectively.

The Company is subject to risks associated with the performance of the underlying collateral and the market yield of the assets. The Company’s risk of loss from retained interest is limited to its investments in these interests. The Company receives quarterly payments of interest and principal, as applicable, on these retained interests. For the nine months ended September 30, 2023 and 2022, the Company received $13.2 million and $2.0 million, respectively, of interest and principal payments related to the retained interests.

The Company may from time to time refinance its investment in CLOs. If a refinanced CLO investment is considered substantially different from the original CLO investment, the refinancing is accounted for as a sale and a new refinanced CLO investment is recognized at fair value that is used to determine the amount of gain or loss on derecognition that is presented within net gains (losses) on investments in the consolidated statements of operations. If the refinancing is not considered substantially different from the original CLO investment, a new effective interest rate that equates the revised cash flows to the carrying amount of the original CLO investment is calculated and applied prospectively.

The Company uses independent pricing services to value its investments in the CLOs, including the retained interests, and therefore the only key assumption is the price provided by such service. A corresponding adverse change of 10% or 20% on price would have a corresponding impact on the fair value of the Company’s investments in CLOs.

5. VARIABLE INTEREST ENTITIES

In the ordinary course of business, the Company sponsors the formation of entities that are considered VIEs. In accordance with GAAP consolidation guidance, the Company consolidates certain VIEs for which it is the primary beneficiary either directly or indirectly through a consolidated entity. See Note 2 in the Company’s Annual Report for a discussion of entities that are VIEs and the evaluation of those entities for consolidation by the Company.

27

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The table below presents the assets and liabilities of VIEs consolidated by the Company.

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Assets
Assets of consolidated entities:
Cash and cash equivalents	$	391	$	3
Restricted cash and cash equivalents	9,800		9,805
Investments, at fair value	322,516		306,590
Other assets	11,266		2,016
Total Assets	$	343,973	$	318,414
Liabilities
Liabilities of consolidated entities:
Notes payable	$	220,702	$	196,106
Other liabilities	5,070		1,601
Total Liabilities	$	225,772	$	197,707

The assets of consolidated variable interest entities may only be used to settle obligations of these entities and are not available to creditors of the Company. The investors in these consolidated entities have no recourse against the assets of the Company. There is no recourse to the Company for the consolidated VIEs’ liabilities.

The Company’s involvement with VIEs that are not consolidated is generally limited to providing asset management services and, in certain cases, insignificant investments in the VIEs. The maximum exposure to loss represents the potential loss of current investments or income and fees receivables from these entities, as well as the obligation to repay unearned revenues, primarily incentive income subject to clawback, in the event of any future fund losses, as well as unfunded commitments to certain funds that are VIEs, as discussed in Note 16. The Company does not provide, nor is it required to provide, any type of non-contractual financial or other support to its VIEs that are not consolidated other than its own capital commitments.

The table below presents the net assets of unconsolidated VIEs in which the Company has variable interests along with the maximum exposure to loss as a result of the Company’s involvement with non-consolidated VIEs:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Net assets of unconsolidated VIEs in which the Company has a variable interest	$	12,598,243	$	12,738,164
Maximum risk of loss as a result of the Company’s involvement with unconsolidated VIEs:
Unearned income and fees	40,359		53,869
Income and fees receivable	13,452		41,890
Investments	266,122		245,583
Investments of consolidated entities	263,932		237,699
Unfunded commitments(1)	202,916		182,797
Maximum Exposure to Loss	$	786,781	$	761,838

_______________

(1) Includes commitments from certain employees and executive managing directors in the amounts of $89.7 million and $65.4 million as of September 30, 2023 and December 31, 2022, respectively.

28

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

6. LEASES

The Company has non-cancelable operating leases for its headquarters in New York and its offices in London, Hong Kong, Shanghai, and various other locations and data centers. The Company does not have renewal options for any of its current leases. The Company also subleases a portion of its office space in London and New York through the end of the lease term. In addition, the Company has finance leases for computer hardware. As of September 30, 2023, the Company has pledged collateral related to its lease obligations of $6.2 million, which is included within restricted cash in the consolidated balance sheets.

The tables below represent components of lease expense and associated cash flows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Lease Cost
Operating lease cost	$	4,825	$	4,628	$	14,030	$	13,992
Short-term lease cost	22		21		66		75
Finance lease cost - amortization of leased assets	51		113		222		296
Finance lease cost - imputed interest on lease liabilities	15		19		45		23
Less: Sublease income	(902)		(779)		(2,539)		(2,413)
Net Lease Cost	$	4,011	$	4,002	$	11,824	$	11,973

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Supplemental Lease Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	5,311	$	5,140	$	15,764	$	15,631
Operating cash flows for finance leases	$	—	$	6	$	5	$	6
Finance cash flows for finance leases	$	—	$	155	$	223	$	318
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	1,818	$	—	$	1,818	$	1,079
Finance leases	$	—	$	1,016	$	—	$	1,016

	September 30, 2023		December 31, 2022
Lease Term and Discount Rate
Weighted average remaining lease term
Operating leases	6.1 years		6.7 years
Finance leases	3.8 years		4.5 years
Weighted average discount rate
Operating leases	8.0	%	7.8	%
Finance leases	7.9	%	7.9	%

29

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

	Operating Leases		Finance Leases
	(dollars in thousands)
Maturity of Lease Liabilities - Contractual Payments to be Paid
October 1, 2023 to December 31, 2023	$	4,786	$	—
2024	17,520		228
2025	14,989		228
2026	15,353		228
2027	17,675		228
Thereafter	35,015		—
Total Lease Payments	105,338		912
Imputed interest	(22,170)		(116)
Total Lease Liabilities - Contractual Payments to be Paid	$	83,168	$	796

	Operating Leases
	(dollars in thousands)
Sublease Rent - Contractual Payments to be Received
October 1, 2023 to December 31, 2023	$	904
2024	1,920
2025	1,920
2026	1,920
2027	1,960
Thereafter	4,160
Total Sublease Rent - Contractual Payments to be Received	$	12,784

30

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

7. DEBT OBLIGATIONS AND WARRANTS

	2020 Term Loan		CLO Investments Loans		Total
	(dollars in thousands)
Maturity of Debt Obligations
October 1, 2023 to December 31, 2023	$	—	$	—	$	—
2024	—		—		—
2025	—		1,120		1,120
2026	95,000		—		95,000
2027	—		—		—
2028	—		—		—
Thereafter	—		29,800		29,800
Total Payments	95,000		30,920		125,920
Unamortized discounts & deferred financing costs	(10,256)		(178)		(10,434)
Total Debt Obligations	$	84,744	$	30,742	$	115,486

2020 Credit Agreement

On September 25, 2020, Sculptor Capital LP, as borrower, (the “Borrower”), and certain other subsidiaries of the Company, as guarantors, entered into a credit and guaranty agreement, as amended on December 20, 2022, (the “2020 Credit Agreement”), consisting of (i) a senior secured term loan facility in an initial aggregate principal amount of $320.0 million (the “2020 Term Loan”) and (ii) a senior secured revolving credit facility in an initial aggregate principal amount of $25.0 million (the “2020 Revolving Credit Facility”). The proceeds from the 2020 Term Loan were first allocated to the full fair value of the warrants issued in connection with the 2020 Credit Agreement (which establishes both a liability and a debt discount, as described below), and the residual proceeds, net of deferred offering costs and discounts, of $275.8 million was then recognized as the initial carrying value of the 2020 Term Loan.

Certain prepayments of the 2020 Term Loan are subject to a prepayment premium (the “Call Premium”) equal to (a) prior to the second anniversary of the Closing Date, a customary “make-whole” premium equal to the present value of all required interest payments that would be due from the date of prepayment through and including the second anniversary of the Closing Date plus a premium of 3.0% of the principal amount of loans prepaid, (b) on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, a premium of 3.0% of the principal amount of loans prepaid, (c) on or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date, a premium of 2.0% of the principal amount of loans prepaid and (d) thereafter, 0%. On June 21, 2021, the Company entered into a letter agreement amending the 2020 Credit Agreement to increase the amount of voluntary prepayments for which the Call Premium shall not apply from $175.0 million to $225.0 million in exchange for an amendment fee of $1.75 million. As such, no Call Premium was due on the first $225.0 million prepaid by the Company. The amendment fee was recorded as an additional discount to the 2020 Term Loan in the second quarter of 2021. In 2021, the Company prepaid $224.4 million of the 2020 Term Loan, resulting in an outstanding balance of $95.0 million, which is due at maturity. The Company recognized a $30.2 million loss on this retirement of debt. As a result of the $175.0 million of aggregate prepayments made through March 31, 2021, the Company is no longer subject to the cash sweep or financial maintenance covenants, other than the covenant requiring $20.0 billion minimum fee-paying Assets Under Management described below.

The 2020 Term Loan and the 2020 Revolving Credit Facility mature on the seventh and sixth anniversary, respectively, of the initial funding of the 2020 Term Loan, which occurred on November 13, 2020 (the “Closing Date”). Borrowings under the 2020 Credit Agreement bear interest at a per annum rate equal to, at the Company’s option, the one, three or six-month Secured Overnight Financing Rate (“SOFR”) (subject to a 0.75% floor), plus 6.25%. With respect to interest calculated using one-month SOFR, additional rate equal to 0.05% is applied and with respect to interest calculated using three-month or six-month SOFR,

31

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

additional rate equal to 0.10% is applied. The Borrower is also required to pay an undrawn commitment fee at a rate per annum equal to 0.50% of the undrawn portion of the 2020 Revolving Credit Facility.

The 2020 Credit Agreement prohibits the total fee-paying Assets Under Management, subject to certain exclusions, of the Borrower, the guarantors and their consolidated subsidiaries as of the last day of any fiscal quarter to be less than $20.0 billion. The 2020 Credit Agreement contains customary events of default for a transaction of this type, after which obligations under the 2020 Credit Agreement may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Borrower, the guarantors or any of the material subsidiaries of the foregoing after which the obligations under the 2020 Credit Agreement become automatically due and payable. The 2020 Credit Agreement also provided the counterparty the right to appoint an individual to a seat on the Company’s Board of Directors.

The Company expects to repay all amounts outstanding under the 2020 Term Loan and the 2020 Revolving Credit Facility in connection with the closing of the proposed transaction between the Company and Rithm Capital Corp. Refer to Note 17 for details of the proposed transaction.

Warrants

In connection with the 2020 Credit Agreement, the Company has issued and outstanding warrants to purchase 4,338,015 Class A Shares. The warrants have a 10-year term from the Closing Date and an initial exercise price per share equal to $11.93. The exercise price is subject to reduction by an amount equal to any dividends paid on Class A Shares. As a result, the exercise price was $7.95 per share as of September 30, 2023. The warrants provide for customary adjustments in the event of a stock split, stock dividend, recapitalization or similar event. In lieu of making a cash payment otherwise contemplated upon exercise, the holder may exercise the warrants in whole or in part to receive a net number of Class A Shares. In addition, the 2020 Credit Agreement provides that, upon exercise in whole or in part by the holder, the Company may decide in its sole discretion whether the holder’s exercise of such warrant will be settled by delivery of Class A Shares (which shares may be reduced to a net number of Class A Shares in accordance with the procedure described in the preceding sentence) or by the Company’s payment to the holder of an amount in cash equal to the Black-Scholes value as provided for in the applicable warrant agreement. If the Company undergoes a change of control prior to the expiration date, the holder will have the right to require the Company to repurchase any remaining portion of the warrants not yet exercised at their Black-Scholes value as provided for in the applicable agreement. Refer to Note 17 for further details.

Warrants of the Consolidated SPAC

In the second quarter of 2023, the SPAC was liquidated in accordance with its charter and the 11.2 million warrants to the Company and 11.5 million warrants to third parties expired worthless. The warrants had a 5-year term from the day of the SPAC IPO and an initial exercise price per share equal to $11.50. The warrants were subject to other customary terms common for instruments of this type. The Company eliminated the SPAC warrants it held in consolidation.

Notes Payable of a Consolidated Entity

In the first quarter of 2022, the Company launched a structured alternative investment solution that it consolidated, which issued notes in the aggregate principal amount of $350.0 million, of which approximately $127.8 million were acquired by the Company and eliminated in consolidation. The notes held by the Company consisted of $20.0 million of Class A, $20.0 million of Class C and $87.8 million of subordinated notes. Changes in the fair value of the notes payable of the structured alternative investment solution are presented within net (losses) gains of consolidated entities in the consolidated statements of operations. The fair value of the notes payable as of September 30, 2023, was $220.7 million. The notes payable mature in May 2037.

32

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The table below summarizes material terms of the notes payable:

	Class A Notes	Class B Notes	Class C Notes	Subordinated Notes(1)
	(dollars in thousands)
Type	Senior Secured	Senior Secured	Mezzanine Secured	Unsecured
Initial principal amount	$140,000	$70,000	$35,000	$105,000
Initial interest rate	4.25%	6.00%	6.75%	N/A
Interest rate after step up and effective date(2)	6.25%; May 2028	8.00%; May 2029	9.50%; May 2025	N/A

_______________

(1) Subordinated notes do not have stated interest rates or principal entitlement but instead receive net proceeds from excess cash flows remaining after periodic payments have been made to more senior notes and after fees and expenses in accordance with the priority of payments.

(2) Interest rate after a one time step up in basis at the indicated effective date.

See Note 2 in the Company’s Annual Report for accounting policies for the notes payables of the consolidated entities.

Credit Facility of a Consolidated Entity

In the first quarter of 2022, the structured alternative investment vehicle entered into a $52.5 million credit facility which expires March 18, 2025. The credit facility is capped at $20.0 million of the total borrowing capacity per quarter. The facility is subject to a SOFR reference rate, as defined in the agreement, plus 3.00%. The facility is also subject to an annual 1.15% unused commitment fee. As of September 30, 2023, the fund has not drawn on the facility. The credit facility agreement is subject to other customary terms common for instruments of this type. The creditors of the Company’s consolidated entities have no recourse to the Company.

CLO Investments Loans

The Company entered into loans to finance portions of investments in certain CLOs (collectively, the “CLO Investments Loans”). In general, the Company will make interest payments on the loans at such time interest payments are received on its investments in the CLOs, and will make principal payments on the loans to the extent principal payments are received on its investments in the CLOs, with any remaining balance due upon maturity.

The loans are subject to customary events of default and covenants and also include terms that require the Company’s continued involvement with the CLOs. In addition to customary events of default included in financing arrangements of this type, an event of default would also be triggered if there is an event of default at the CLO level. Prior to the relevant CLO’s maturity date, this would include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as a payment default, where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. The CLO Investments Loans do not have any financial maintenance covenants and are secured by the related investments in CLOs with fair values of $32.3 million and $40.0 million as of September 30, 2023 and December 31, 2022, respectively.

33

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Carrying amounts presented in the table below are net of discounts, if any, and unamortized deferred financing costs. The interest rates on the CLO Investments Loans are variable based on SOFR or EURIBOR (subject to a floor of zero percent). The final maturity date for each CLO Investments Loan is the earlier of the contractual maturity date presented in the table below or the date at which the Company no longer holds a risk retention investment in the respective CLO. The timing of principal payments on CLO Investments Loans is contingent on principal payments made to the Company on the investments in CLOs and the CLO Investments Loans may amortize well in advance of their contractual maturity dates.

Initial Borrowing Date	Contractual Rate	Contractual Maturity Date	Carrying Value
			September 30, 2023		December 31, 2022
			(dollars in thousands)
June 7, 2017	SOFR plus 1.48%	November 16, 2029	$	12,478	$	16,835
August 2, 2017	SOFR plus 1.41%	January 21, 2030	17,144		21,594
January 19, 2022	EURIBOR plus 1.50%	December 15, 2023	—		2,285
June 1, 2023	EURIBOR plus 1.85%	April 12, 2025	1,120		—
			$	30,742	$	40,714

8. SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Company has €200.0 million and $100.0 million master credit facility agreements (the “CLO Financing Facilities”) to finance portions of the risk retention investments in certain CLOs managed by the Company. Subject to the terms and conditions of the CLO Financing Facilities, the Company and the counterparty may enter into repurchase agreements on such terms agreed upon by the parties. Each transaction entered into under the CLO Financing Facilities will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of September 30, 2023, €43.6 million and $86.5 million of the CLO Financing Facilities remained available.

Each transaction entered into under the CLO Financing Facilities provides for payment netting and, in the case of a default or similar event with respect to the counterparty to the CLO Financing Facilities, provides for netting across transactions. Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facilities and offset amounts it owes in respect of any one transaction against collateral it has received in respect of any other transactions under the CLO Financing Facilities; provided, however, that in the case of certain defaults, the Company may only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a transaction entered into under the CLO Financing Facilities, the Company will deliver cash or additional securities acceptable to the counterparty if the securities sold are in default. In addition to customary events of default included in financing arrangements of this type, an event of default would also be triggered if there is an event of default at the CLO level. Prior to the relevant CLO’s maturity date, this would include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as a payment default where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. Upon termination of a transaction, the Company will repurchase the previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facilities may be terminated at any time upon certain defaults or circumstances agreed upon by the parties.

The repurchase agreements may result in credit exposure in the event the counterparty to the transaction is unable to fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities pledged as collateral.

34

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The table below presents securities sold under agreements to repurchase that are offset, if any, as well as securities transferred to the counterparty related to such transactions (capped so that the net amount presented will not be reduced below zero). No other material financial instruments were subject to master netting agreements or other similar agreements:

Securities Sold under Agreements to Repurchase	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Liabilities in the Consolidated Balance Sheet		Securities Transferred		Net Amount
	(dollars in thousands)
As of September 30, 2023	$	177,503	$	—	$	177,503	$	173,156	$	4,347
As of December 31, 2022	$	166,632	$	—	$	166,632	$	157,107	$	9,525

The securities sold under agreements to repurchase have a set scheduled maturity date that corresponds to the maturities of the securities sold under such transaction. The table below presents the remaining final contractual maturity of the securities sold to the counterparty under agreement to repurchase by class of collateral pledged:

	Investments in CLOs
Securities Sold under Agreements to Repurchase	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater Than 90 Days		Total
	(dollars in thousands)
As of September 30, 2023	$	—	$	—	$	—	$	177,503	$	177,503
As of December 31, 2022	$	—	$	—	$	—	$	166,632	$	166,632

9. OTHER ASSETS, NET

The following table presents the components of other assets, net as reported in the consolidated balance sheets:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Fixed Assets:
Leasehold improvements	$	47,826	$	47,736
Computer hardware and software	44,402		44,603
Furniture, fixtures and equipment	8,013		8,013
Accumulated depreciation and amortization	(82,475)		(79,390)
Fixed assets, net	17,766		20,962
Goodwill	22,691		22,691
Cloud computing costs	13,685		9,940
Prepaid expenses	11,440		16,698
Redemption receivable(1)	—		28,721
Other	9,842		7,430
Total Other Assets, Net	$	75,424	$	106,442

_______________

(1) Represents amounts receivable on a redeemed investment in a fund.

35

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

10. OTHER LIABILITIES

The following table presents the components of other liabilities as reported in the consolidated balance sheets:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Accrued expenses	$	21,468	$	20,925
Uncertain tax positions	8,250		8,250
Due to funds(1)	3,391		3,854
Other	10,069		10,020
Total Other Liabilities	$	43,178	$	43,049

_______________

(1) To the extent that a fee-paying fund is an investor in another fee-paying fund, the Company rebates a corresponding portion of the management fees charged in the investee fund. Due to funds amounts also reflect certain incentive income and management fee waivers.

11. REVENUES

The following table presents management fees and incentive income recognized as revenues for the three months ended September 30, 2023 and 2022:

	Three Months Ended September 30,
	2023				2022
	Management Fees		Incentive Income		Management Fees		Incentive Income
	(dollars in thousands)
Multi-strategy funds	$	28,566	$	781	$	33,579	$	209
Credit
Opportunistic credit funds	11,524		6,290		12,001		698
Institutional Credit Strategies	11,354		—		11,550		—
Real estate funds	8,750		10,730		9,106		6,659
Total	$	60,194	$	17,801	$	66,236	$	7,566

The following table presents management fees and incentive income recognized as revenues for the nine months ended September 30, 2023 and 2022:

	Nine Months Ended September 30,
	2023				2022
	Management Fees		Incentive Income		Management Fees		Incentive Income
	(dollars in thousands)
Multi-strategy funds	$	88,716	$	1,504	$	112,171	$	329
Credit
Opportunistic credit funds	36,205		20,412		37,167		20,603
Institutional Credit Strategies	35,092		—		34,941		—
Real estate funds	26,331		40,467		27,164		52,856
Total	$	186,344	$	62,383	$	211,443	$	73,788

36

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The following table presents the composition of the Company’s income and fees receivable as of September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Management fees	$	23,652	$	25,402
Incentive income	2,917		30,958
Income and Fees Receivable	$	26,569	$	56,360

The Company recognizes management fees over the period in which the performance obligation is satisfied, and are generally recognized at the end of each reporting period. The Company records incentive income when it is probable that a significant reversal of income will not occur. The majority of management fees and incentive income receivable at each balance sheet date is generally collected during the following quarter.

The following table presents the Company’s unearned income and fees as of September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Management fees	$	151	$	2
Incentive income	40,359		53,867
Unearned Income and Fees	$	40,510	$	53,869

A liability for unearned incentive income is generally recognized when the Company receives incentive income distributions from its funds, primarily its real estate funds, whereby the distributions received have not yet met the recognition threshold of being probable that a significant reversal of cumulative revenue will not occur. A liability for unearned management fees is generally recognized when management fees are paid to the Company on a quarterly basis in advance, based on the amount of Assets Under Management at the beginning of the quarter. In the nine months ended September 30, 2023 and 2022, the Company recognized $35.6 million and $47.2 million, respectively, of the beginning balance of unearned incentive income for each respective year. The Company recognized all of the beginning balances of unearned management fees during the respective quarter.

12. INCOME TAXES

The computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences, and the likelihood of recovering deferred tax assets existing as of the balance sheet date. The estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as tax laws and regulations change. Accordingly, the effective tax rate for interim periods is not indicative of the tax rate expected for a full year.

37

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

The following is a reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate: 

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Statutory U.S. federal income tax rate	21.00	%	21.00	%	21.00	%	21.00	%
Loss (income) passed through to noncontrolling interests	-3.98	%	-5.78	%	-12.16	%	-7.67	%
Foreign income taxes	-7.39	%	-4.58	%	-18.11	%	-4.76	%
RSU/RSA excess income tax benefit or expense	-0.08	%	-0.49	%	-4.74	%	3.76	%
State and local income taxes	1.02	%	0.53	%	-2.73	%	-7.34	%
Nondeductible amortization of Partner Equity Units	-1.80	%	-2.28	%	-5.88	%	-9.59	%
Foreign tax credits and deductions	1.55	%	0.96	%	3.80	%	1.00	%
Change in fair value of warrants	-4.45	%	-3.83	%	-5.12	%	25.74	%
Disallowed executive compensation	-5.02	%	-6.08	%	-13.72	%	-19.29	%
Other, net	-0.11	%	-0.20	%	-2.00	%	-0.36	%
SPAC Loss	-0.01	%	—	%	7.02	%	—	%
Effective Income Tax Rate	0.73	%	-0.75	%	-32.64	%	2.49	%

The Company recognizes tax benefits for amounts that are “more likely than not” to be sustained upon examination by tax authorities. For uncertain tax positions in which the benefit to be realized does not meet the “more likely than not” threshold, the Company establishes a liability, which is included within other liabilities in the consolidated balance sheets. As of September 30, 2023 and December 31, 2022, the Company had a liability for unrecognized tax benefits of $8.3 million. As of and for the nine months ended September 30, 2023, the Company did not accrue interest or penalties related to uncertain tax positions. As of September 30, 2023, the Company does not believe that there will be a significant change to the uncertain tax positions during the next 12 months. The Company’s total unrecognized tax benefits if recognized, would affect its tax expense by $4.8 million as of September 30, 2023.

13. GENERAL, ADMINISTRATIVE AND OTHER

The following table presents the components of general, administrative and other expenses as reported in the consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Professional services	$	20,112	$	7,326	$	40,480	$	18,967
Occupancy and equipment	7,315		6,951		20,816		20,941
Information processing and communications	6,673		5,299		18,205		15,500
Recurring placement and related service fees	3,656		4,661		10,938		15,092
Insurance	2,312		2,226		6,947		6,661
Business development	587		799		2,607		2,094
Other expenses	1,433		1,028		5,818		2,776
Total General, Administrative and Other	$	42,088	$	28,290	$	105,811	$	82,031

38

14. LOSS PER CLASS A SHARE

Basic loss per Class A Share is computed by dividing the net loss attributable to Class A Shareholders by the weighted-average number of Class A Shares outstanding for the period.

For the three months ended September 30, 2023 and 2022, the Company included 207,458 and 165,379 RSUs respectively, that have vested but have not been settled in Class A Shares in the weighted-average Class A Shares outstanding used to calculate basic and diluted loss per Class A Share. For the nine months ended September 30, 2023 and 2022 the Company included 206,360 and 171,739 RSUs respectively, that have vested but have not been settled in Class A Shares in the weighted-average Class A Shares outstanding used to calculate basic and diluted loss per Class A Share.

When calculating dilutive loss per Class A Share, the Company applies the treasury stock method to outstanding warrants, unvested RSUs and RSAs, which are only subject to a service condition. At the Sculptor Operating Group Level, the Company applies the if-converted method to vested Group A Units and vested Group E Units. For unvested Group A Units and unvested Group E Units, the Company applies the treasury stock method first to determine the number of incremental units that would be issuable and then applies the if-converted method to those resulting incremental units. The Company did not include unvested RSAs, Group P Units or PSUs subject to service and market conditions in the calculation of dilutive loss per Class A Share, as the applicable market conditions had not yet been met as of the end of each reporting period presented below. The Company also did not include RSUs which will be settled in cash. The effect of dilutive securities on net loss attributable to Class A Shareholders is presented net of tax.

The following tables present the computation of basic and diluted loss per Class A Share:

Three Months Ended September 30, 2023	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(31,113)	25,204,848	$	(1.23)
Effect of dilutive securities:
Group A Units	—		—			15,025,994
Group E Units	—		—			13,020,157
RSUs	—		—			2,412,996
RSAs	—		—			1,099,947
Warrants	—		—			4,338,015
Diluted	$	(31,113)	25,204,848	$	(1.23)

39

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Three Months Ended September 30, 2022	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(22,518)	24,772,098	$	(0.91)
Effect of dilutive securities:
Group A Units	—		—			15,025,994
Group E Units	—		—			13,009,158
RSUs	—		—			2,565,485
RSAs	—		—			1,591,507
Warrants	—		—			4,338,015
Diluted	$	(22,518)	24,772,098	$	(0.91)

Nine Months Ended September 30, 2023	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(18,967)	25,186,162	$	(0.75)
Effect of dilutive securities:
Group A Units	(21,280)		15,025,994			—
Group E Units	—		—			13,019,919
RSUs	—		—			2,341,331
RSAs	—		—			1,089,830
Warrants	—		—			4,338,015
Diluted	$	(40,247)	40,212,156	$	(1.00)

Nine Months Ended September 30, 2022	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(13,688)	25,620,996	$	(0.53)
Effect of dilutive securities:
Group A Units	—		—			15,025,994
Group E Units	—		—			13,009,157
RSUs	—		—			2,560,287
RSAs	—		—			1,406,538
Warrants	(34,190)		1,197,180			—
Diluted	$	(47,878)	26,818,176	$	(1.79)

40

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

15. RELATED PARTY TRANSACTIONS

Due from Related Parties

Amounts due from related parties relate primarily to amounts due from the funds for expenses paid on their behalf. These amounts are reimbursed to the Company on an ongoing basis.

Certain Amounts Related to Tax Receivable Agreement Liability

Amounts due to related parties relate primarily to future payments owed to certain trusts related to Daniel S. Och, under the tax receivable agreement, as discussed further in Note 16. The tax receivable agreement liability was $173.1 million as of September 30, 2023, and $64.6 million of the balance was due to related parties. The Company made payments totaling $17.4 million, and $16.9 million under the tax receivable agreement (inclusive of interest thereon) in the nine months ended September 30, 2023 and 2022, respectively, of which $7.7 million and $7.4 million were paid to related parties, respectively. There were no payments made during the three months ended September 30, 2023 and 2022.

Management Fees and Incentive Income Earned from Related Parties and Waived Fees

The Company earns substantially all of its management fees and incentive income from the funds, which are considered related parties as the Company manages the operations of and makes investment decisions for these funds.

As of September 30, 2023 and December 31, 2022, respectively, approximately $809.9 million and $906.6 million of the Company’s Assets Under Management represented investments by the Company, its executive managing directors, employees and certain other related parties in the Company’s funds. As of September 30, 2023 and December 31, 2022, approximately 41% and 43%, respectively, of these Assets Under Management were not charged management fees or incentive income.

The following table presents management fees and incentive income charged on investments held by the Company’s executive managing directors, employees and certain other related parties:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Fees charged on investments held by related parties:
Management fees	$	971	$	1,243	$	2,832	$	3,392
Incentive income	$	570	$	192	$	1,543	$	1,005

Investment in SPAC

The SPAC, sponsored by the Company, did not consummate an initial business combination within the time period required by its charter. As a result, in the second quarter of 2023, the SPAC redeemed all of its outstanding public shares for cash and the public and private placement of $11.2 million warrants held by the Company became worthless. The SPAC’s dissolution is in progress. The Company, prior to the SPAC liquidation, owned the majority of the Class B ordinary shares outstanding of the SPAC, and consolidated it under the voting interest model, and therefore the private placement warrants and Class B ordinary shares held by the Company were eliminated upon consolidation. Refer to Note 2 in the Company’s Annual Report for additional details on the SPAC.

Investment in Structured Alternative Investment Solution

In the first quarter of 2022, the Company closed on a $350.0 million structured alternative investment solution, a collateralized financing vehicle consolidated by the Company. The Company invested approximately $127.8 million in the vehicle.

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SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Refer to Note 2 in the Company’s Annual Report and Note 4 for additional details on the structured alternative investment solution.

16. COMMITMENTS AND CONTINGENCIES

Tax Receivable Agreement

The purchase of Group A Units from current and former executive managing directors and the Ziffs with the proceeds from the 2007 Offerings, and subsequent taxable exchanges by them of Group A Units, Group E Units and Group P Units (“Partner Equity Units”) for Class A Shares on a one-for-one basis (or, at the Company’s option, a cash equivalent), resulted, and, in the case of future exchanges, are anticipated to result, in an increase in the tax basis of the assets of the Sculptor Operating Group that would not otherwise have been available. The Company anticipates that any such tax basis adjustment resulting from an exchange will be allocated principally to certain intangible assets of the Sculptor Operating Group, and the Company will derive its tax benefits principally through amortization of these intangibles over a 15-year period. Consequently, these tax basis adjustments will increase, for tax purposes, the Company’s depreciation and amortization expenses and will therefore reduce the amount of tax that Sculptor Corp and any other future corporate taxpaying entities that acquire Group B Units in connection with an exchange, if any, would otherwise be required to pay in the future. Accordingly, pursuant to the tax receivable agreement, such corporate taxpaying entities (including Sculptor Capital Management, Inc. once it became treated as a corporate taxpayer following the Company’s conversion from a partnership to a corporation for U.S. federal income tax purposes, effective April 1, 2019 (the “Corporate Classification Change”), have agreed to pay the executive managing directors and the Ziffs 75% of the amount of cash savings, if any, in federal, state and local income taxes in the U.S. that these entities actually realize related to their units as a result of such increases in tax basis. For tax years prior to 2019, such percentage was 85% of such annual cash savings under the tax receivable agreement.

In connection with the Recapitalization, the Company amended the tax receivable agreement to provide that, conditioned on Sculptor Capital Management, Inc. electing to be classified as, or converting into, a corporation for U.S. tax purposes, (i) no amounts are due or payable with respect to the 2017 tax year, (ii) only partial payments equal to 85% of the excess of such cash savings that would otherwise be due over 85% of such cash savings determined assuming that taxable income equals Economic Income are due and payable in respect of the 2018 tax year and (iii) the percentage of cash savings required to be paid with respect to the 2019 tax year and thereafter, as well as with respect to cash savings from subsequent exchanges, is reduced to 75%.

In connection with the departure of certain former executive managing directors since the 2007 Offerings, the right to receive payments under the tax receivable agreement by those former executive managing directors was contributed to the Sculptor Operating Group. As a result, the Company expects to pay to the other executive managing directors and the Ziffs approximately 69% of the amount of cash savings, if any, in federal, state and local income taxes in the U.S. that the Company realizes as a result of such increases in tax basis with respect to future tax years. To the extent that the Company does not realize any cash savings, it would not be required to make corresponding payments under the tax receivable agreement.

The Company recorded its initial estimate of future payments under the tax receivable agreement as a decrease to additional paid-in capital and an increase in the tax receivable agreement liability in the consolidated financial statements. Subsequent adjustments to the liability for future payments under the tax receivable agreement related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the consolidated statements of operations.

The estimate of the timing and the amount of future payments under the tax receivable agreement involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that Sculptor Corp will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments. The actual timing and amount of any actual payments under the tax receivable agreement will vary based upon these and a number of other factors. As of September 30, 2023, the estimated future payment

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SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

under the tax receivable agreement was $173.1 million, which is recorded in the tax receivable agreement liability balance on the consolidated balance sheets.

The table below presents management’s estimate as of September 30, 2023, of the maximum amounts that would be payable under the tax receivable agreement assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings. In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table. The impact of any net operating losses is included in the “Thereafter” amount in the table below.

	Potential Payments Under Tax Receivable Agreement
	(dollars in thousands)
October 1, 2023 to December 31, 2023	$	—
2024	18,041
2025	6,652
2026	26,903
2027	30,443
Thereafter	91,085
Total Payments	$	173,124

Litigation

From time to time, the Company is involved in litigation and claims incidental to the conduct of the Company’s business. The Company is also subject to extensive scrutiny by regulatory agencies globally that have, or may in the future have, regulatory authority over the Company and its business activities.

The Company accrues a liability for legal proceedings only when those matters present loss contingencies that it believes are both probable and reasonably estimable. As of September 30, 2023, the Company does not have any potential monetary liability related to any current legal proceeding or claim that would individually, or in the aggregate, materially affect its results of operations, financial position or cash flows.

Disclosure Complaints

As of November 6, 2023, the Company has received (i) four demand letters from purported stockholders of the Company claiming that the preliminary proxy statement filed on August 21, 2023 contained material misstatements and omissions with respect to the discussion of the Mergers and (ii) seven demand letters from purported stockholders of the Company claiming that the Original Proxy Statement or the Second Supplement contained material misstatements and omissions with respect to the discussion of the Mergers. In addition, lawsuits have been filed by purported stockholders of the Company making similar allegations with respect to the preliminary proxy: Yale David v. Sculptor Capital Management, Inc. et al., No. 23-cv-07921 (S.D.N.Y. September 7, 2023); Edward Edgerton v. Sculptor Capital Management, Inc., et al. No. 23-cv-07999 (S.D.N.Y. September 11, 2023) (together, the “Disclosure Complaints”).

Beauchemin Action

On September 11, 2023, stockholder Gilles Beauchemin filed a purported class action against the Company and each of the Company’s directors in the Court of Chancery of the State of Delaware, captioned Gilles Beauchemin v. Marcy Engel, et al., No. 2023-0921- (Del. Ch. September 11, 2023) (the “Beauchemin Action”). The Beauchemin Action alleges, among other things, that the Board and Special Committee violated their fiduciary duties in connection with the Mergers. The Beauchemin Action seeks, among other things, injunctive relief. Along with his September 11 complaint, the plaintiff in the Beauchemin Action filed a

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SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

motion for a preliminary injunction, and a motion to expedite seeking expedited relief from the court. On September 25, 2023, plaintiff in the Beauchemin Action served requests for production on the defendants and issued subpoenas to certain advisors of the Company and the Special Committee and Saba Capital Management, LP. On September 26, 2023, the Court held argument on the motion to expedite, during which it denied the motion without prejudice on the grounds that it was premature given the ongoing nature of the Special Committee’s deliberations. The Court ordered the parties to negotiate a plan for expedited discovery in the event it ordered such discovery at a later date. On October 15, the plaintiff in the Beauchemin Action filed an amended complaint. A hearing in the matter is scheduled for November 14, 2023. The Company, Board and Special Committee believe that the allegations set forth in the Beauchemin Action are without merit and intend to oppose the request to enjoin the Special Meeting.

Former EMD Group Action

On October 17, 2023, stockholders and former Executive Managing Directors Daniel S. Och, Harold A. Kelly, Jr., Richard Lyon, James O’Connor, and Zoltan Varga (the “Former EMD Group’’) filed a purported class action complaint on behalf of themselves and purportedly all other similarly situated stockholders of the Company against Marcy Engel, Bharath Srikrishnan, Charmel Maynard, David Bonanno, James Levin, Wayne Cohen, 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, Calder Sub III, LP, and Rithm Capital Corp. in the Court of Chancery of the State of Delaware, captioned Och, et al. v. Engel, et al., C.A. No. 2023-1043-SG (the “Former EMD Group Action”). The complaint in the Former EMD Group Action alleges, among other things, that the Board and Special Committee violated their fiduciary duties in connection with the Mergers. The Former EMD Group complaint sought, among other things, injunctive relief.

On October 20, 2023, the parties in the Beauchemin Action and the Former EMD Group Action jointly filed a proposed stipulation coordinating and consolidating the two proceedings in connection with discovery and a preliminary injunction hearing on November 9, 2023. The Court ordered the stipulation coordinating and consolidating the two proceedings on October 23, 2023.

On October 27, 2023, Rithm filed a letter with the Court, providing an update regarding the Founder EMD Group’s agreement to vote their shares in favor of a revised merger agreement between Rithm and the Company and seeking the Court’s approval to enter a stipulation and proposed order withdrawing the claims in the Former EMD Group Action with prejudice as to the Former EMD Group. The stipulation provides that stockholder Gilles Beauchemin will continue to represent the putative class in the consolidated action, including with respect to the preliminary injunction hearing.

On October 29, 2023, the plaintiff in the Beauchemin Action filed a consolidated amended complaint, adding the Former EMD Group as defendants, alleging that they breached duties to the class in connection with their settlement, and Rithm as a defendant, alleging it aided and abetted the former EMD Group’s breach of duties. The Company, Board and Special Committee believe that the allegations set forth in the Beauchemin Action are without merit and intend to oppose the request to enjoin the Special Meeting.

Section 220 Demands

The Company has also received four books and records demands pursuant to 8 Del. C. § 220 (the “Section 220 Demands”), including one submitted by the Former EMD Group, seeking, among other things, meeting minutes concerning the Mergers or any strategic alternatives, all materials considered by the Board and Special Committee in connection with its consideration of the Mergers or any strategic alternatives, and communications from the Board, the Special Committee, and the Company’s management related to the same. The Company received the fourth Section 220 Demand on October 9, 2023. The Company has sent a letter objecting to each of the four Section 220 Demands. The Company has commenced production in response to three of the demands, and will produce additional records in response to the Section 220 Demands as deemed appropriate. The Company has entered into an NDA with three of the Section 220 shareholders, which governs the treatment of all materials produced in response to the Section 220 Demands. On October 27, 2023, the Former EMD Group agreed to withdraw its Section 220 Demand.

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SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

Class E Unitholder Action

On November 1, 2023, former executive managing directors and holders of LP Class E Units Akhil Mago, David Becker, Andrew Frank, and Nathaniel Ewing filed an action against the Company in the Supreme Court of the State of New York, captioned Akhil Mago et al. v. Sculptor Capital Management et al. (N.Y. Sup. Ct. Nov. 1, 2023) (the “Class E Unitholder’s Complaint”), along with an order to show cause why the Court should not issue an order preliminarily enjoining the Company from holding the Special Meeting on November 16, 2023. The Class E Unitholders’ Complaint alleges that the proposed cancellation of the LP Class E Units contemplated by the transactions without the consent of the Class E Unitholders violates the terms of the limited partnership agreements of the Operating Partnerships. It seeks a declaration that the consummation of the transactions without the consent of the Class E Unitholders constitutes a breach of those agreements, and an injunction precluding the Company from consummating the transactions. The Company believes that the allegations set forth in the Class E Unitholders’ Complaint are without merit and intends to oppose the request to enjoin the Special Meeting. On November 14, 2023, the Court will hear oral argument on the Class E Unitholders’ request for a preliminary injunction.

Investment Commitments

The Company has unfunded capital commitments of $203.0 million to certain funds it manages, of which $72.0 million relates to commitments of the Company’s consolidated structured alternative investment solution. The remaining $131.0 million relates to commitments of the Company to unconsolidated funds. Approximately $89.7 million of the Company’s commitments will be funded by contributions to the Company from certain employees and executive managing directors. The Company expects to fund these commitments over the approximately next 5 years. The Company has guaranteed these commitments in the event any executive managing director fails to fund any portion when called by the fund. The Company has historically not funded any of these commitments and does not expect to in the future, as these commitments are expected to be funded by the Company’s executive managing directors individually.

Other Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

Additionally, the Company has agreements with certain of the funds it manages to reimburse certain expenses in excess of an agreed-upon cap. During the nine months ended September 30, 2023 and 2022, these amounts were not material.

17. SUBSEQUENT EVENTS

Agreement and Plan of Merger

On July 23, 2023, the Company entered into an Agreement and Plan of Merger, as amended on October 12, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on October 26, 2023 by Amendment No. 2 to Agreement and Plan of Merger (including the schedules and exhibits thereto, the “Merger Agreement”), by and among the Company, Rithm Capital Corp., a Delaware corporation (“Rithm”), the Sculptor Operating Partnerships, Calder Sub, Inc., a Delaware corporation and subsidiary of Rithm (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub III” and, collectively with Merger Sub I and Merger Sub II, the “LP Merger Subs” and, collectively with Merger Sub Inc., the “Merger Subs”).

Pursuant to the terms of the Merger Agreement, (i) Merger Sub Inc. will merge with and into the Company, with the Company surviving such merger as the surviving corporation (the “Surviving Corporation”) (the “Public Merger”), (ii) Merger Sub I will merge with and into Sculptor Capital LP, with Sculptor Capital LP surviving such merger as the surviving partnership,

45

SCULPTOR CAPITAL MANAGEMENT, INC. — UNAUDITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

(iii) Merger Sub II will merge with and into Sculptor Capital Advisors LP, with Sculptor Capital Advisors LP surviving such merger as the surviving partnership, and (iv) Merger Sub III will merge with and into Sculptor Capital Advisors II LP, with Sculptor Capital Advisors II LP surviving such merger as the surviving partnership (collectively, the “Mergers”).

The merger of Merger Sub Inc. and the Company will become effective at the time the certificate of merger is filed with the Delaware Secretary of State or at such later effective time and date that is agreed to by Rithm and the Company and specified in the certificate of merger (the “Effective Time”) and the mergers of each of the Sculptor Operating Partnerships will become effective at the time the applicable certificates of merger is filed with the Delaware Secretary of State or at such later effective time and date that is agreed to by Rithm and the Company and specified in the applicable certificates of merger.

On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i) each Class A Share issued and outstanding immediately prior to the Effective Time (but excluding (x) any shares of Class A Shares and Class B Shares (the “ Company Common Stock” that are owned directly by Rithm, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Company, (y) any shares of the Company Common Stock as to which appraisal rights have been properly exercised and (z) any unvested and outstanding award of service-based restricted shares of the Company Common Stock granted pursuant to the Company’s equity incentive plans to be cancelled without payment in respect thereof pursuant to Section 3.06(c) of the Merger Agreement) will be cancelled and converted into the right to receive an amount in cash equal to $12.70, without interest (the “Public Merger Consideration”), (ii) each Class B Share issued and outstanding immediately prior to the Effective Time will be cancelled and no payment will be made in respect thereof and (iii) each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time will be converted into and become one (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

The Merger Agreement contains certain customary representations and warranties made by each party, which, in the case of the Company and the Sculptor Operating Partnerships, are qualified by the confidential disclosures provided to Rithm in connection with the Merger Agreement, as well as matters included in the Company’s reports filed with the SEC prior to the date of the Merger Agreement. Rithm, the Company and the Sculptor Operating Partnerships have agreed to various customary covenants, including covenants regarding the conduct of the Company’s business prior to the closing of the Mergers, covenants requiring the Company to recommend that its stockholders approve the Merger Agreement and covenants prohibiting the Company from soliciting alternative acquisition proposals or providing information to or engaging in discussions with third parties, in each case, except in limited circumstances as provided in the Merger Agreement.

The Merger Agreement also includes customary termination rights for both the Company and Rithm, subject, in certain circumstances, to the payment by the Company of a termination fee of approximately $22.4 million.

Warrant Exercise

On October 12, 2023, Rithm acquired warrants to purchase an aggregate of 4,338,015 shares of the Company’s Class A Common Stock from Delaware Life Insurance Company. On October 13, 2023, the Company issued 4,338,015 shares of Class A Common Stock to Rithm following their exercise in full of such warrants for an aggregate purchase price of approximately $34.5 million. As a condition to Rithm’s willingness to increase the merger consideration, Rithm requested that the Company waive certain elements of the “standstill” provision in Rithm’s non-disclosure agreement in order to permit the negotiations and purchase by Rithm of the warrants.

46

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes included in Item 1 of this quarterly report and with our audited consolidated financial statements and the related notes included in our Annual Report. In addition, this discussion and analysis contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described under the heading “Forward-Looking Statements” in this report, and under the heading “Item 1A. Risk Factors” in this quarterly report and in our Annual Report, and in other reports we file with the SEC, that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. An investment in our Class A Shares is not an investment in any of our funds.

Overview

Overview of Our Business

Sculptor Capital is a leading global alternative asset manager and a specialist in opportunistic investing. With offices in New York, London, Hong Kong and Shanghai, we provide asset management services and investment products across Credit, Real Estate and Multi-Strategy platforms with approximately $32.8 billion in Assets Under Management as of November 1, 2023. We serve our global client base through our commingled funds, separate accounts and specialized products. For over 25 years, the Company has pursued consistent outperformance by building an operating model and culture which balance the ability to act swiftly on market opportunity with rigorous diligence that minimizes risk. The Company’s model is driven by a global team that is predominantly home-grown, long tenured and incentivized to put client outcomes first. The Company’s capabilities span all major geographies and asset classes, including corporate credit, structured credit, real estate debt and equity, fundamental equities, merger arbitrage, and convertible and derivative arbitrage.

We manage dedicated credit funds, including opportunistic credit funds and Institutional Credit Strategies products, real estate funds, multi-strategy funds, and other alternative investment vehicles. Through Institutional Credit Strategies, our asset management platform that invests in performing credits, we manage CLOs, aircraft securitization vehicles, collateralized bond obligations (“CBOs”), structured alternative investment solutions, commingled products and other customized solutions for clients.

Pending Merger with Rithm Capital

On July 23, 2023, we entered into an Agreement and Plan of Merger, as amended on October 12, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on October 26, 2023 by Amendment No. 2 to Agreement and Plan of Merger (including the schedules and exhibits thereto, the “Merger Agreement”), by and among the Company, Rithm Capital Corp., a Delaware corporation (“Rithm”), the Sculptor Operating Partnerships, Calder Sub, Inc., a Delaware corporation and subsidiary of Rithm (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub III” and, collectively with Merger Sub I and Merger Sub II, the “LP Merger Subs” and, collectively with Merger Sub Inc., the “Merger Subs”).

Pursuant to the terms of the Merger Agreement, (i) Merger Sub Inc. will merge with and into the Company, with the Company surviving such merger as the surviving corporation, (ii) Merger Sub I will merge with and into Sculptor Capital LP, with Sculptor Capital LP surviving such merger as the surviving partnership, (iii) Merger Sub II will merge with and into Sculptor Capital Advisors LP, with Sculptor Capital Advisors LP surviving such merger as the surviving partnership, and (iv) Merger Sub III will merge with and into Sculptor Capital Advisors II LP, with Sculptor Capital Advisors II LP surviving such merger as the surviving partnership (collectively, the “Mergers”).

On October 12, 2023, Rithm acquired warrants to purchase an aggregate of 4,338,015 shares of our Class A Common Stock from Delaware Life Insurance Company. The warrants had an exercise price of $7.95 per share and on October 13, 2023, we issued 4,338,015 shares of Class A Common Stock to Rithm following their exercise in full of such warrants for an aggregate purchase price of approximately $34.5 million. As a condition to Rithm’s willingness to increase the merger consideration, Rithm requested that the Company waive certain elements of the “standstill” provision in Rithm’s non-disclosure agreement in order to permit the negotiations and purchase by Rithm of the warrants.

For additional information related to the Merger Agreement, please refer to our Current Reports on Form 8-K filed with the SEC on July 24, 2023, October 12, 2023 and October 27, 2023 and Note 17 to the accompanying unaudited consolidated

47

financial statements. For additional information related to certain litigation matters related to the Merger Agreement, please refer to Note 16 to the accompanying unaudited consolidated financial statements and Part II, Item 1. Legal Proceedings.

Overview of Our Financial Results

As a global alternative asset manager, our results of operations are impacted by a variety of factors, including conditions in the global financial markets and economic and political environments. Financial markets came under pressure as long-term interest rates experienced one of the steepest increases of the past decade. This repricing towards a “higher for longer” regime resulted in a sharp correction across most risk assets during the quarter, disrupting a resilient market rally that persisted throughout much of 2023. In the third quarter of 2023, Sculptor Credit Opportunities Master Fund and Sculptor Master Fund extended strong year-to-date absolute and relative performance versus peer indices amidst continued volatility and an uncertain economic environment. Market conditions remain challenged, and we believe both our funds, through their unconstrained investment style, and our platform, from our business diversification and currently strong balance sheet, are well positioned to navigate these challenging conditions.

As of September 30, 2023, our AUM was $33.8 billion, a decrease of $2.4 billion year-over-year, and our longer-term AUM was $25.1 billion or 74% of our total AUM. Our AUM decreased primarily due to (i) net outflows in multi-strategy funds and (ii) distributions and other reductions in credit and real estate funds. These decreases were partially offset by (i) performance related appreciation in multi-strategy and opportunistic credit funds and (ii) net inflows primarily in Institutional Credit Strategies and real estate funds.

We reported a GAAP net loss of $31.1 million in the third quarter of 2023, compared to net loss of $22.5 million for the third quarter of 2022, and GAAP net loss of $19.0 million in the first nine months of 2023, compared to a GAAP net loss of $13.7 million in the first nine months of 2022.

Management fees were $60.2 million in the third quarter of 2023, a decrease of $6.0 million compared to the third quarter of 2022. Our management fees fell primarily due to lower average assets under management in our multi-strategy funds, as a result of net outflows as well as certain distributions in our credit and real estate funds.

Incentive income was $17.8 million in the third quarter of 2023 , an increase of $10.2 million compared to the third quarter of 2022. Incentive income for the quarter was driven primarily by crystallizations in our real estate and opportunistic credit funds.

Expenses were $111.1 million in the third quarter of 2023, up by $10.8 million from the third quarter of 2022. This was primarily driven by elevated legal costs related to activities of the Special Committee of our Board of Directors.

Other loss in the third quarter of 2023 increased by $4.4 million from the third quarter of 2022, primarily as a result of changes in the fair value of warrant liabilities and net losses of consolidated funds, partially offset by net gains on our investments.

Please see the “Results of Operations” section of this MD&A for commentary regarding changes in net loss attributable to noncontrolling interests.

Economic income was a loss of $3.0 million for the third quarter of 2023, which decreased from a gain of $5.7 million for the third quarter of 2022. Economic income was $18.7 million in the first nine months of 2023, compared to $67.5 million in the first nine months of 2022. The decrease in the quarter was primarily due to lower management fees and higher general, administrative and other expenses, largely as a result of elevated legal costs for the activities of the Special Committee of our Board of Directors, partially offset by higher incentive income.

Economic Income is a non-GAAP measure. For additional information regarding non-GAAP measures, as well as for a discussion of the drivers of the year-over-year change in Economic Income, please see “—Economic Income Analysis.”

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Managing Business Performance

Our financial results are primarily driven by the combination of our AUM and the investment performance of our funds. Both of these factors directly affect the revenues we earn from management fees and incentive income. Growth in AUM in our funds and positive investment performance of our funds drive growth in our revenues and earnings. Conversely, poor investment performance slows our growth by decreasing our AUM and increasing the potential for redemptions from our funds, which would have a negative effect on our revenues and earnings.

We typically accept capital from new and existing investors in our multi-strategy and certain open-end opportunistic credit funds on a monthly basis on the first day of each month. Investors in these funds (other than with respect to capital invested in Special Investments) typically have the right to redeem their interests either following an initial lock-up period of one to four years, or on a quarterly basis for certain multi-strategy fund investors. Following the expiration of these lock-up periods, subject to certain limitations, investors may redeem capital generally on a quarterly, annual or three-year basis upon giving 30 to 90 days prior written notice. The lock-up requirements for our funds may generally be waived or modified at the sole discretion of each funds’ general partner or board of directors, as applicable.

With respect to investors with quarterly redemption rights, requests for redemptions submitted during a quarter generally reduce AUM on the first day of the following quarter. Accordingly, quarterly redemptions generally will have no impact on management fees during the quarter in which they are submitted. Instead, these redemptions will reduce management fees in the following quarter. With respect to investors with annual redemption rights, redemptions paid prior to the end of a quarter impact AUM in the quarter in which they are paid, and therefore impact management fees for that quarter.

Investors in our closed-end credit funds, securitization vehicles, real estate and certain other funds are not able to redeem their investments. In those funds, investors generally make a commitment that is funded over an investment period (or at launch for our securitization vehicles). Upon the expiration of the investment period, the investments are then sold or realized over time, and distributions are made to the investors in the fund.

Information with respect to our AUM throughout this report, including the tables set forth below, includes investments by us, our executive managing directors, employees and certain other related parties. As of September 30, 2023, approximately 2% of our AUM represented investments by us, our executive managing directors, employees and certain other related parties in our funds. As of that date, approximately 41% of these affiliated AUM are not charged management fees and are not subject to an incentive income calculation. Additionally, to the extent that a fund is an investor in another fund or vehicle, we waive or rebate a corresponding portion of the management fees charged to the fund.

As further discussed below in “—Understanding Our Results—Revenues—Management Fees,” we generally calculate management fees based on AUM as of the beginning of each quarter. The AUM in the tables below are presented net of management fees and incentive income as of the end of the period. Accordingly, the AUM presented in the tables below are not the amounts used to calculate management fees for the respective periods.

Appreciation (depreciation) in the tables below reflects the aggregate net capital appreciation (depreciation) for the entire period and is presented on a total return basis, net of all fees and expenses (except incentive income on Special Investments), and includes the reinvestment of all dividends and other income. Management fees and incentive income vary by product.

As a result of the performance-related depreciation in Sculptor Master Fund and Sculptor Credit Opportunities Master Fund in 2022, we will not earn incentive income in future periods on the AUM of certain investors until such losses from 2022 have been recovered. As of September 30, 2023, we had $245.2 million of fund-related losses remaining in Sculptor Master Fund, versus $1.4 billion as of December 31, 2022, representing substantial progress against our high watermark position given fund appreciation year-to-date. In Sculptor Credit Opportunities Master Fund, we fully recovered our 2022 losses in the second quarter of 2023 given fund appreciation year-to-date.

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Summary of Changes in AUM

The tables below present the changes to our AUM for the respective periods based on the type of funds or investment vehicles we manage.

	Three Months Ended September 30, 2023
	June 30, 2023		Inflows / (Outflows)(1)		Distributions / Other Reductions		Appreciation / (Depreciation)		Other(2)		September 30, 2023
	(dollars in thousands)
Multi-strategy funds	$	8,519,226	$	(667,709)	$	—	$	229,859	$	—	$	8,081,376
Credit
Opportunistic credit funds	5,831,145		(156,987)		(221,363)		87,598		—		5,540,393
Institutional Credit Strategies	16,175,187		247,092		(257,905)		3,909		(286,244)		15,882,039
Real estate funds	4,232,951		62,652		(48,278)		6,706		(5,733)		4,248,298
Total	$	34,758,509	$	(514,952)	$	(527,546)	$	328,072	$	(291,977)	$	33,752,106

	Three Months Ended September 30, 2022
	June 30, 2022		Inflows / (Outflows)(1)		Distributions / Other Reductions		Appreciation / (Depreciation)		Other(2)		September 30, 2022
	(dollars in thousands)
Multi-strategy funds	$	9,749,477	$	(228,265)	$	—	$	(162,931)	$	—	$	9,358,281
Credit
Opportunistic credit funds	6,026,297		3,836		(10,400)		(30,782)		—		5,988,951
Institutional Credit Strategies	16,459,864		71,228		(61,481)		809		(234,836)		16,235,584
Real estate funds	4,623,952		18,646		(102,218)		1,083		(11,783)		4,529,680
Total	$	36,859,590	$	(134,555)	$	(174,099)	$	(191,821)	$	(246,619)	$	36,112,496

	Nine Months Ended September 30, 2023
	December 31, 2022		Inflows / (Outflows)(1)		Distributions / Other Reductions		Appreciation / (Depreciation)		Other(2)		September 30, 2023
	(dollars in thousands)
Multi-strategy funds	$	9,174,103	$	(2,038,434)	$	—	$	945,707	$	—	$	8,081,376
Credit
Opportunistic credit funds	5,970,962		(198,740)		(646,702)		414,873		—		5,540,393
Institutional Credit Strategies	16,273,736		338,843		(499,551)		12,297		(243,286)		15,882,039
Real estate funds	4,563,692		115,443		(454,368)		21,925		1,606		4,248,298
Total	$	35,982,493	$	(1,782,888)	$	(1,600,621)	$	1,394,802	$	(241,680)	$	33,752,106

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	Nine Months Ended September 30, 2022
	December 31, 2021		Inflows / (Outflows)(1)		Distributions / Other Reductions		Appreciation / (Depreciation)		Other(2)		September 30, 2022
	(dollars in thousands)
Multi-strategy funds	$	11,112,445	$	(55,543)	$	(49)	$	(1,698,572)	$	—	$	9,358,281
Credit
Opportunistic credit funds	6,350,474		(19,017)		(113,989)		(228,517)		—		5,988,951
Institutional Credit Strategies	16,052,406		991,508		(214,877)		(2,138)		(591,315)		16,235,584
Real estate funds	4,544,862		233,039		(221,998)		1,416		(27,639)		4,529,680
Total	$	38,060,187	$	1,149,987	$	(550,913)	$	(1,927,811)	$	(618,954)	$	36,112,496

_______________

(1)Includes transfers between Sculptor funds.

(2)Includes the effects of changes in the par value of the underlying collateral of the CLOs, foreign currency translation changes in the measurement of AUM of our European CLOs and other funds, and changes in the portfolio appraisal value for aircraft securitization vehicles. For FP AUM, this also includes movements in or out of FP AUM.

AUM totaled $33.8 billion as of September 30, 2023. In the nine months ended September 30, 2023, AUM decreased by $2.2 billion, driven by: (i) net outflows of $1.8 billion, primarily in our multi-strategy funds, and (ii) distributions and other reductions of $1.6 billion in credit and real estate funds. These decreases were partially offset by performance-related appreciation of $1.4 billion, primarily in our multi-strategy and opportunistic credit funds.

AUM net outflows of $1.8 billion in the nine months ended September 30, 2023, were comprised of (i) $2.5 billion of gross outflows due to redemptions, primarily in our multi-strategy and opportunistic credit funds, and (ii) $717.4 million of gross inflows net of transfers, driven primarily by $176.2 million in opportunistic credit funds largely due to an additional close in STAX and $341.7 million in Institutional Credit Strategies largely from the launch of an additional CLO. In 2023, excluding securitization vehicles within Institutional Credit Strategies, our largest sources of gross inflows were from sovereign wealth and corporates, high net worth and family offices and pensions, while the largest sources of gross outflows were attributable to pensions, sovereign wealth and corporates and high net worth and family offices.

Also as to flows, following a strong fundraising start to 2022, inflows slowed in the second half of 2022, and we are experiencing elevated redemption requests and negative impact on our ability to raise new capital from investors into our funds so far in 2023, driven by a variety of factors, primarily the uncertainty and perceived instability created by actions taken by certain former executive managing directors over the last year. Also relevant are market factors impacting investor allocations, idiosyncratic factors related to one or more investors (e.g., rebalancing), idiosyncratic factors related to one or more of our funds (e.g., fund performance) and other factors.

The actions (as described in the Risk Factor in our Annual Report titled, “The founder and former Chief Executive Officer of Och-Ziff has taken certain actions that have had an adverse impact on our business”) by the founder and former CEO of Och-Ziff have created headwinds for our business including negative effects on fund investor sentiment.

Distributions and other reductions of $1.6 billion in the nine months ended September 30, 2023, were driven primarily by: (i) $646.7 million of distributions from our opportunistic credit funds, primarily the Customized Credit Focused Platform, (ii) $499.6 million of distributions from Institutional Credit Strategies primarily from paydowns in certain of our CLOs, and (iii) $454.4 million of distributions from our real estate funds as a result of the liquidation of our SPAC and realizations as legacy funds harvest assets, primarily in Sculptor Real Estate Credit Fund I and Sculptor Real Estate Fund III.

As of November 1, 2023, estimated AUM decreased to $32.8 billion, driven by $471.2 million of net outflows, $357.6 million of distributions and other reductions, as well as $128.4 million of performance-related depreciation since September 30, 2023.

In the nine months ended September 30, 2022, AUM net inflows of $1.1 billion were comprised of (i) $2.2 billion of gross inflows net of transfers, driven by $1.0 billion in Institutional Credit Strategies, from the launch of additional CLOs, $700.3

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million in multi-strategy funds, $213.5 million in opportunistic credit funds due to the launch of STAX, and $233.0 million in real estate funds, driven by the launch of Real Estate Credit Fund II; and (ii) $1.0 billion of gross outflows due to redemptions, primarily in our multi-strategy and opportunistic credit funds. In the nine months ended September 30, 2022, excluding securitization vehicles within Institutional Credit Strategies, our largest sources of gross inflows were from high net worth and family offices, sovereign wealth and corporates, and pensions, while pensions, high net worth and family offices, and fund-of-funds were the largest source of gross outflows.

Summary of Changes in FP AUM

The tables below present the changes to our FP AUM for the respective periods based on the type of funds or investment vehicles we manage. FP AUM represents the AUM on which we earn management fees and / or incentive income.

	Three Months Ended September 30, 2023
	June 30, 2023		Inflows / (Outflows)(1)		Distributions / Other Reductions		Appreciation / (Depreciation)		Other(2)		September 30, 2023
	(dollars in thousands)
Multi-strategy funds	$	8,389,660	$	(657,743)	$	—	$	226,811	$	18,282	$	7,977,010
Credit
Opportunistic credit funds	5,169,983		(193,837)		(219,582)		85,216		19,789		4,861,569
Institutional Credit Strategies	11,112,003		—		(163,823)		2,122		(227,757)		10,722,545
Real estate funds	3,781,610		61,320		(41,109)		6,706		(5,721)		3,802,806
Total	$	28,453,256	$	(790,260)	$	(424,514)	$	320,855	$	(195,407)	$	27,363,930

	Three Months Ended September 30, 2022
	June 30, 2022		Inflows / (Outflows)(1)		Distributions / Other Reductions		Appreciation / (Depreciation)		Other(2)		September 30, 2022
	(dollars in thousands)
Multi-strategy funds	$	9,540,651	$	(193,345)	$	—	$	(160,887)	$	(1,895)	$	9,184,524
Credit
Opportunistic credit funds	5,499,913		(99,818)		—		(29,946)		(29,694)		5,340,455
Institutional Credit Strategies	11,235,812		70,601		(28,698)		596		(239,044)		11,039,266
Real estate funds	3,894,282		11,106		(91,150)		—		(4,719)		3,809,519
Total	$	30,170,658	$	(211,456)	$	(119,848)	$	(190,237)	$	(275,353)	$	29,373,764

	Nine Months Ended September 30, 2023
	December 31, 2022		Inflows / (Outflows)(1)		Distributions / Other Reductions		Appreciation / (Depreciation)		Other(2)		September 30, 2023
	(dollars in thousands)
Multi-strategy funds	$	9,020,989	$	(1,963,882)	$	—	$	935,002	$	(15,099)	$	7,977,010
Credit
Opportunistic credit funds	5,387,491		(383,436)		(641,759)		405,710		93,563		4,861,569
Institutional Credit Strategies	11,158,253		58,543		(296,507)		8,449		(206,193)		10,722,545
Real estate funds	3,717,036		108,673		(192,321)		17,615		151,803		3,802,806
Total	$	29,283,769	$	(2,180,102)	$	(1,130,587)	$	1,366,776	$	24,074	$	27,363,930

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	Nine Months Ended September 30, 2022
	December 31, 2021		Inflows / (Outflows)(1)		Distributions / Other Reductions		Appreciation / (Depreciation)		Other(2)		September 30, 2022
	(dollars in thousands)
Multi-strategy funds	$	10,877,541	$	(35,203)	$	(49)	$	(1,661,426)	$	3,661	$	9,184,524
Credit
Opportunistic credit funds	5,742,605		(126,041)		(100,715)		(224,818)		49,424		5,340,455
Institutional Credit Strategies	11,142,956		529,050		(96,550)		(1,764)		(534,425)		11,039,266
Real estate funds	3,875,427		173,317		(178,637)		—		(60,588)		3,809,519
Total	$	31,638,529	$	541,123	$	(375,951)	$	(1,888,008)	$	(541,929)	$	29,373,764

_______________

(1)Includes transfers between Sculptor funds.

(2)Includes the effects of changes in the par value of the underlying collateral of the CLOs, foreign currency translation changes in the measurement of AUM of our European CLOs and other funds, and changes in the portfolio appraisal value for aircraft securitization vehicles. For FP AUM, this also includes movements in or out of FP AUM.

FP AUM totaled $27.4 billion as of September 30, 2023. FP AUM is lower than AUM primarily due to:

•Amounts held by our employees or other related parties who do not pay fees in our multi-strategy funds, opportunistic credit funds, and real estate funds

•Uncalled capital for funds where we do not earn management fees until it is invested for our opportunistic credit funds and real estate funds; and

•Fee rebates when our funds invest in the equity of CLOs in Institutional Credit Strategies, in addition to the AUM associated with the structured alternative investment solution, which becomes FP AUM once it is invested in our funds. Refer to the “Institutional Credit Strategies” section below for further details.

In the nine months ended September 30, 2023, FP AUM decreased by $1.9 billion, primarily as a result of drivers discussed in the Summary of Changes in AUM section above.

Weighted-Average FP AUM and Average Management Fee Rates

The table below presents our weighted-average FP AUM and average management fee rates for our FP AUM. Weighted-average FP AUM exclude the impact of third quarter investment performance for the periods presented, as these amounts generally do not impact management fees calculated for those periods. Our average management fee may vary from period to period based on the mix of products that comprise our FP AUM. The average management fee rates below consider management fees on an Economic Income basis. For reconciliations of our non-GAAP measures to the respective GAAP measures, please see “—Economic Income Reconciliations” section of this MD&A.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
	(dollars in thousands)
Weighted-average fee-paying assets under management	$	27,460,554		$	29,790,066		$	27,814,570		$	30,819,835
Average management fee rates	0.81		%	0.82		%	0.84		%	0.85		%

Fund Performance Information

The tables below present performance information for the funds we manage. The return information presented represents, where applicable, the composite performance of all feeder funds that comprise each of the master funds presented. Gross return information is generally calculated using the total return of all feeder funds, net of all fees and expenses except

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management fees and incentive income of such feeder funds and master funds, and the returns of each feeder fund include the reinvestment of all dividends and other income. Net return information is generally calculated as the gross returns less management fees and incentive income. Return information that includes Special Investments excludes incentive income on unrealized gains attributable to such investments, which could reduce returns at the time of realization. Special Investments and initial public offering investments are not allocated to all investors in the funds, and investors that were not allocated Special Investments and initial public offering investments may experience materially different returns.

The performance information presented in this “Fund Performance Information” section is not indicative of the performance of our Class A Shares and is not necessarily indicative of the future results of any particular fund, including the accrued unrecognized amounts of incentive income. An investment in our Class A Shares is not an investment in any of our funds. There can be no assurance that any of our existing or future funds will achieve similar results. The timing and amount of incentive income generated from our funds are inherently uncertain. Incentive income is a function of investment performance and realizations of investments, which vary period-to-period based on market conditions and other factors. We cannot predict when, or if, any realization of investments will occur. Incentive income recognized for any particular period is not a reliable indicator of incentive income that may be earned in subsequent periods.

Multi-Strategy Funds

Our multi-strategy funds invest globally in high-conviction investment ideas across asset classes, regions and investment strategies with a primary focus on idiosyncratic opportunities where return drivers are less sensitive to direction of broader financial markets and which tend to arise when value is obscured by attributes such as complexity, corporate actions, market dislocations, or investor misunderstandings. Additionally, we have the flexibility to take on market-directional risk when we believe that broad market dislocations have created asymmetric upside/downside potential.

The table below presents AUM and investment performance for our multi-strategy funds. AUM are generally based on the net asset value of these funds plus any unfunded commitments, if applicable. Management fees generally range from 1.00% to 2.00% annually of FP AUM. For the third quarter of 2023, our multi-strategy funds had an average management fee rate of 1.25% of FP AUM.

We generally crystallize incentive income from the majority of our multi-strategy funds on an annual basis. Incentive income is generally equal to 20% of the realized and unrealized profits attributable to each investor. A portion of the AUM in Sculptor Master Fund is subject to initial commitment periods of three years, and for certain of these assets, including assets that subsequently moved to shorter commitment periods at the end of their initial commitment period, we only earn incentive income once profits attributable to an investor exceed a preferential return, or “hurdle rate”, which is generally equal to the 3-month T-bill rate for our multi-strategy funds. Once the investment performance has exceeded the hurdle rate for these assets, we may receive a “catch-up” allocation, resulting in a potential recognition by us of a full 20% of the net profits attributable to investors in these assets upon crystallization at the end of the multi-year commitment period.

					Returns for the Nine Months Ended September 30,								Annualized Returns Since Inception Through September 30, 2023
	Assets Under Management as of September 30,				2023				2022
	2023		2022		Gross		Net		Gross		Net		Gross			Net
Fund	(dollars in thousands)
Sculptor Master Fund(1)	$	8,072,922	$	9,346,943	12.9	%	11.7	%	-13.3	%	-14.2	%	15.4	%	(2)	10.7	%	(3)
Other funds	8,454		11,338		n/m		n/m		n/m		n/m		n/m			n/m
	$	8,081,376	$	9,358,281

_______________

n/m not meaningful

(1)The returns for the Sculptor Master Fund exclude Special Investments. Special Investments in the Sculptor Master Fund are held by investors representing a small percentage of AUM in the fund. Inclusive of these Special Investments, the returns of the Sculptor Master Fund for the nine months ended September 30, 2023 were 13.0% gross and 11.8% net, for the nine months ended September 30, 2022 were -13.3% gross and -14.2% net, and annualized since inception through September 30, 2023 were 15.2% gross and 10.5% net.

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(2)The annualized returns since inception are those of the Sculptor Multi-Strategy Composite, which represents the composite performance of all accounts that were managed in accordance with our broad multi-strategy mandate that were not subject to portfolio investment restrictions or other factors that limited our investment discretion since inception on April 1, 1994. Performance is calculated using the total return of all such accounts net of all investment fees and expenses of such accounts, and the returns include the reinvestment of all dividends and other income. The performance calculation for the Sculptor Master Fund excludes realized and unrealized gains and losses attributable to currency hedging specific to certain investors investing in Sculptor Master Fund in currencies other than the U.S. dollar. For the period from April 1, 1994 through December 31, 1997, the returns are gross of certain overhead expenses that were reimbursed by the accounts. Such reimbursement arrangements were terminated at the inception of the Sculptor Master Fund on January 1, 1998. The size of the accounts comprising the composite during the time period shown vary materially. Such differences impacted our investment decisions and the diversity of the investment strategies followed. Furthermore, the composition of the investment strategies we follow is subject to our discretion, has varied materially since inception and is expected to vary materially in the future. As of September 30, 2023, the annualized returns since the Sculptor Master Fund’s inception on January 1, 1998 were 12.4% gross and 8.3% net excluding Special Investments and 12.1% gross and 8.1% net inclusive of Special Investments.

AUM in our multi-strategy funds decreased by $1.3 billion, or 14%, year-over-year. This was driven primarily by $2.3 billion of net outflows and transfers, partially offset by $1.1 billion of performance-related appreciation. In first nine months of 2023, the largest sources of gross inflows into our multi-strategy funds were from high net worth and family offices, pensions and fund-of-funds, while the largest sources of gross outflows were attributable to pensions, sovereign wealth and corporates and high net worth and family offices.

The Sculptor Master Fund generated a gross return of 12.9% and a net return of 11.7% in the first nine months of 2023 as compared to the HFRI Fund Weighted Composite Index which generated 3.9%. The fund delivered strong absolute and relative performance on a historically low risk position for the fund, recovering a majority of our 2022 losses and reducing our high watermark.

In the first nine months of 2022, the Sculptor Master Fund generated a gross return of -13.3% and a net return of -14.2%. Our investment model, which benefits from conservative positioning, a centralized risk framework and inherent diversification, protected capital during a volatile period, minimizing losses as compared to the broader market. Losses in the fund were predominately from equities, while positions within convertible and derivative arbitrage and corporate credit were also detractors. These losses were partially offset by gains in structured credit.

Credit

	Assets Under Management as of September 30,
	2023		2022
	(dollars in thousands)
Opportunistic credit funds	$	5,540,393	$	5,988,951
Institutional Credit Strategies	15,882,039		16,235,584
	$	21,422,432	$	22,224,535

Opportunistic Credit Funds

Our opportunistic credit funds seek to generate risk-adjusted returns by capturing value in mispriced investments across disrupted, dislocated and distressed corporate, structured and private credit markets globally.

AUM for our opportunistic credit funds are generally based on the net asset value of those funds plus any unfunded commitments, if applicable. Management fees for our opportunistic credit funds generally range from 0.75% to 1.75% annually of the net asset value of these funds. For the third quarter of 2023, our opportunistic credit funds had an average management fee rate of 0.95% of FP AUM.

The table below presents AUM and investment performance information for certain of our opportunistic credit funds. Incentive income related to these funds (excluding the closed-end opportunistic fund, which is explained further below) is generally equal to 20% of realized and unrealized profits attributable to each investor, and a portion of these AUM is subject to hurdle rates, which are generally 5% to 8% for our open-end opportunistic credit funds. Once the cumulative investment performance has exceeded the hurdle rate, we typically receive a “catch-up” allocation, resulting in the potential recognition by us of a full 20% of the net profits attributable to investors in these funds. The measurement periods for these AUM generally range from one to five years.

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We generally crystallize incentive income from our opportunistic credit funds at the end of a multi-year measurement period. This results in a timing difference between when we can recognize incentive income and when we accrue the associated discretionary bonus expense. Incentive income accrued at the fund level that cannot yet be recognized drives an increase in our ABURI balance. Compensation expense related to ABURI generated from our opportunistic credit funds is generally recognized in the fourth quarter of the year the underlying fund performance is generated which may not occur at the same time that the related revenues are recognized by us. In addition, we recognize incentive income on our opportunistic credit funds related to certain tax distributions on realizations at the fund level. Realizations at the fund level may give rise to tax liabilities for our investors and us. Funds distribute capital back to us to cover these tax liabilities and this in turn drives the recognition of tax distribution-related incentive income.

					Returns for the Nine Months Ended September 30,								Annualized Returns Since Inception Through September 30, 2023
	Assets Under Management as of September 30,				2023				2022
	2023		2022		Gross		Net		Gross		Net		Gross		Net
Fund	(dollars in thousands)
Sculptor Credit Opportunities Master Fund(1)	$	1,421,591	$	1,742,713	10.0	%	8.1	%	-3.3	%	-3.9	%	12.6	%	8.9	%
Customized Credit Focused Platform	3,462,874		3,817,442		See below for return information on our Customized Credit Focused Platform.
Closed-end opportunistic credit funds	655,928		428,796		See below for return information on our closed-end opportunistic credit funds.
	$	5,540,393	$	5,988,951

_______________

(1)The returns for the Sculptor Credit Opportunities Master Fund exclude Special Investments, which are held by investors representing a small percentage of AUM in the fund. Inclusive of these Special Investments, the returns of the Sculptor Credit Opportunities Master Fund for the nine months ended September 30, 2023 were 10.1% gross and 8.2% net, for the nine months ended September 30, 2022 were -3.3% gross and -3.9% net, and annualized since inception through September 30, 2023 were 12.3% gross and 8.7% net.

AUM in our opportunistic credit funds decreased by $448.6 million, or 7%, year-over-year. This was driven primarily by (i) distributions and other reductions of $715.2 million primarily from the Customized Credit Focused Platform, and (ii) net outflows and transfers of $210.3 million, primarily in the Sculptor Credit Opportunities Master Fund, partially offset by $477.0 million of performance-related appreciation, primarily from our open-end funds. We continue to raise capital for STAX with total committed capital of $471 million to date. We plan to hold additional closes and have seen previous periods of market volatility act as a catalyst for capital raising in these types of strategies.

In the first nine months of 2023, the Sculptor Credit Opportunities Master Fund, our global opportunistic credit fund, delivered strong absolute and relative performance versus relevant credit indices and benchmarks, fully recovering 2022 losses and eliminating our high watermark and building upon its long-term track record. The fund generated a gross return of 10.0% and a net return of 8.1%, as compared to BAML Global High Yield of 5.4% and HFRX Fixed Income Credit Index of 2.9% for the first nine months of 2023. In the first nine months of 2023, both corporate credit and structured credit contributed to performance.

In the first nine months of 2022, the Sculptor Credit Opportunities Master Fund, our global opportunistic credit fund, generated a gross return of -3.3% and a net return of -3.9%. During the period, the fund delivered strong results as compared to BAML Global High Yield and HFRX Fixed Income Credit Index. In 2022, the fund experienced losses in corporate credit and experienced gains in structured credit.

Our Customized Credit Focused Platform invests under a flexible credit mandate across the credit spectrum to allow timely investments as market conditions change and dislocate. The table below presents investment performance for the fund.

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	Weighted Average Return for the Nine Months Ended September 30,(2)								Inception to Date as of September 30, 2023
	2023				2022				IRR				Net Invested Capital Multiple(5)
Customized Credit Focused Platform	Gross		Net		Gross		Net		Gross(3)		Net(4)
Opportunistic Credit Performance(1)	10.3	%	7.9	%	-4.0	%	-3.6	%	14.3	%	10.8	%	4.5x

_______________

(1)Performance presented is for the opportunistic credit strategies in the Customized Credit Focused Platform. As of September 30, 2023, approximately 92% of the invested capital in the Customized Credit Focused Platform is invested in the Platform’s opportunistic credit strategies.

(2)Weighted Average Returns reflect the total profit & loss divided by the weighted average capital base, which represents net asset value plus net contributions (distributions) for the period.

(3)Gross IRR represents estimated, unaudited, annualized pre-tax returns based on the timing of cash inflows and outflows for each investment. It is calculated in the same manner as Net IRR, however, it does not reflect adjustments to cash flows related to incentive income, management fees and the applicable fund expenses. Gross IRR represents the estimated, unaudited, annualized pre-tax return based on the actual and/or projected timing of cash inflows from, and outflows to, investors for each investment (irrespective of any funding from a credit facility or other third-party financing source used by the Customized Credit Focused Platform). In certain cases, funding from a credit facility or other third party financing source was initially used by the Customized Credit Focused Platform to acquire an investment or pay certain expenses, which may have the effect of increasing the Gross IRR above that which would have been presented, had drawdowns from limited partners been initially used to acquire the investment or pay such expenses. Gross IRR includes the effect of investment hedges as determined by us. There can be no assurance that an appropriate hedge will be identified for each investment or that an appropriate hedge will be available for all investments.

(4)Net IRR is the Gross IRR adjusted to reflect actual management fees, incentive income and expenses incurred by the Customized Credit Focused Platform.

(5)Net invested capital multiple measures the current net asset value over the net invested capital, where net invested capital represents cumulative contributions less cumulative distributions. The Customized Credit Focused Platform has an active liquid investment program, a key element of which includes ramping up and ramping down depending on market conditions.

The table below presents AUM investment performance and other information for our closed-end opportunistic credit funds. Our closed-end opportunistic credit funds follow a European-style waterfall, whereby incentive income may be paid to us only after a fund investor receives distributions in excess of their total contributed capital and a preferential return, which is generally 6% to 8%. Incentive income related to these funds is generally equal to 20% of the cumulative realized profits in excess of the preferential return attributable to each investor over the life of the fund. Once the investment performance has exceeded the preferential return, we typically receive a “catch-up” allocation, resulting in a potential recognition by us of a full 20% of the net profits attributable to investors in these funds. These funds, unless otherwise noted, have concluded their investment periods, and therefore we expect AUM for these funds to decrease as investments are sold and the related proceeds are distributed to the investors in these funds.

	Assets Under Management as of September 30,				Inception to Date as of September 30, 2023
	2023		2022		Total Commitments		Total Invested Capital(1)		Gross IRR(2)		Net IRR(3)		Gross MOIC(4)
Fund (Investment Period)	(dollars in thousands)
Sculptor Tactical Credit Fund (2022 - 2025)	$	441,822	$	221,604	$	470,671	$	244,582	15.0	%	11.1	%	1.1x
Sculptor European Credit Opportunities Fund (2012-2015)	—		—		459,600		305,487		15.7	%	11.8	%	1.5x
Sculptor Structured Products Domestic Fund II (2011-2014)	—		—		326,850		326,850		19.2	%	15.1	%	2.1x
Sculptor Structured Products Offshore Fund II (2011-2014)	—		—		304,531		304,531		16.5	%	12.9	%	1.9x
Sculptor Structured Products Offshore Fund I (2010-2013)	—		—		155,098		155,098		23.7	%	18.9	%	2.1x
Sculptor Structured Products Domestic Fund I (2010-2013)	—		3,645		99,986		99,986		22.4	%	17.8	%	2.0x
OZ Global Credit Master Fund I (2008-2009)	—		—		214,141		214,141		5.5	%	4.2	%	1.1x
Other funds	214,106		203,547		779,671		453,721		n/m		n/m		n/m
	$	655,928	$	428,796	$	2,810,548	$	2,104,396

_______________

n/m not meaningful

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(1)Represents funded capital commitments net of recallable distributions to investors.

(2)Gross IRR for our closed-end opportunistic credit funds represents the estimated, unaudited, annualized return based on the timing of cash inflows and outflows for the fund as of September 30, 2023, including the fair value of unrealized investments as of such date, together with any appreciation or depreciation from related hedging activity. Gross IRR does not include the effects of management fees or incentive income, which would reduce the return, and includes the reinvestment of all fund income.

(3)Net IRR is calculated as described in footnote (2), but is reduced by all management fees, as well as paid incentive and accrued incentive income that will be payable upon the distribution of each fund’s capital in accordance with the terms of the relevant fund. Accrued incentive income may be higher or lower at such time. The net IRR represents a composite rate of return for a fund and does not reflect the net IRR specific to any individual investor.

(4)Gross Multiple on Invested Capital (“MOIC”) for our closed-end opportunistic credit funds is calculated by dividing the sum of the net asset value of the fund, accrued incentive income, life-to-date incentive income and management fees paid and any non-recallable distributions made from the fund by the invested capital.

Institutional Credit Strategies

Institutional Credit Strategies is our asset management platform that invests in performing credits, including leveraged loans, high-yield bonds, private credit/bespoke financing and investment grade credit via CLOs, aircraft securitization vehicles, CBOs, structured alternative investment solutions, commingled products and other customized solutions for clients.

AUM for Institutional Credit Strategies are generally based on the amount of equity outstanding for CLOs and CBOs (during the warehouse period), the par value of the collateral assets and cash held at CLOs and CBOs (after the warehouse period), and adjusted portfolio appraisal values for the aircraft collateral within the securitization vehicles. AUM also includes the net asset value of other investment vehicles within the strategy. However, AUM are reduced for any investments in CLOs and securitization vehicles held by our other funds. Management fees for Institutional Credit Strategies generally range from 0.25% to 0.50% annually of AUM. For the third quarter of 2023, Institutional Credit Strategies had an average management fee rate of 0.40% of FP AUM net of rebates on cross-investments from other funds we manage.

Incentive income from our CLOs and CBO is generally equal to 20% of the excess cash flows due to the holders of the subordinated notes issued by the CLOs and CBO and is generally subject to a 12% hurdle rate. Because of the hurdle rate and structure of our CLOs and CBO, we do not expect to earn a meaningful amount of incentive income from these entities, and therefore no return information is presented for these vehicles. We do not earn incentive income from our aircraft securitization vehicles.

During the first quarter of 2022, we closed on a $350.0 million structured alternative investment solution, which was tailored to meet the needs of insurance investors. The financing vehicle issued senior and subordinated notes to investors and used those proceeds to invest in a diversified portfolio of funds managed by us. Prior to investing in the portfolio of funds, the AUM was included within Institutional Credit Strategies. Upon investment in the funds, which began during April 2022, we earn management and incentive fees based on the terms of the underlying funds in which the vehicle invests and the associated AUM is included in those funds.

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	Most Recent Launch or Refinancing Year			Assets Under Management as of September 30,
		Deal Size		2023		2022
		(dollars in thousands)
Collateralized loan obligations(1)	2017	$	1,658,282	$	886,532	$	1,024,168
	2018	5,315,728		3,606,929		3,944,934
	2019	653,250		—		—
	2020	1,868,287		1,611,711		1,653,498
	2021	8,174,069		6,792,707		6,844,575
	2022	852,334		786,676		757,188
	2023	—		261,077		—
		18,521,950		13,945,632		14,224,363
Aircraft securitization vehicles	2018	696,000		357,259		432,723
	2019	1,128,000		280,531		295,813
	2020	472,732		151,757		171,383
	2021	821,529		542,297		579,783
		3,118,261		1,331,844		1,479,702
Collateralized bond obligation	2021	367,050		284,923		286,141
Other funds				319,640		245,378
		$	22,007,261	$	15,882,039	$	16,235,584

_______________

(1)AUM for collateralized loan obligations includes AUM of CLOs in their warehouse period presented within Other funds.

AUM in Institutional Credit Strategies totaled $15.9 billion as of September 30, 2023, decreasing $353.5 million, or 2%, year-over-year. This was driven primarily by: (i) the amortization of certain of our CLOs, as a result of natural life-cycle events; and (ii) decreases driven by changes in the portfolio appraisal value for our aircraft securitization vehicles. These decreases were partially offset by (i) net inflows primarily from the launch of an additional CLO; and (ii) foreign currency translation adjustments in our European CLOs. CLO issuance for 2022 and the first nine months of 2023 was below our historical levels, given the current market environment as well as the current strategic transaction process.

Real Estate Funds

Our real estate funds generally make investments in commercial and residential real estate, including real property, multi-property portfolios, real estate-related joint ventures, real estate operating companies and other real estate-related assets. We seek to build portfolios that are balanced between traditional and non-traditional asset classes, employing moderate leverage, using creative structures and targeting high cash-on-cash returns.

AUM for our real estate funds are generally based on the amount of capital committed by our fund investors during the investment period and the amount of actual capital invested for periods following the investment period. AUM are reduced for unfunded commitments that will be funded through transfers from other funds. AUM for the real estate vehicle launched in December 2022 is based on net asset value. Management fees for our real estate funds, exclusive of co-investment vehicles, generally range from 0.50% to 1.50% annually of FP AUM, however, management fees for Sculptor Real Estate Credit Fund I and Sculptor Real Estate Credit Fund II are based on invested capital both during and after the investment period. For the third quarter of 2023, our real estate funds, inclusive of co-investment vehicles, had an average management fee rate of 0.92% of FP AUM.

The tables below present AUM, investment performance and other information for our real estate funds. The amounts included within “co-investment and other funds” below mainly relate to co-investment vehicles in which we partner with clients on investment opportunities, typically with lower fees.

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Our real estate funds generally follow an American-style waterfall, whereby incentive income may be paid to us after a fund investment is realized if a fund investor receives distributions in excess of the capital contributed for such investment, as well as a preferential return on such investment, which is generally 6% to 10%. Upon each subsequent realization, incentive income, which is generally 20% of realized profits, is recalculated based on the cumulative realized profits in excess of the preferential return attributable to each investor over the life of the fund. Once the investment performance has exceeded the preferential rate, we may receive a “catch-up” allocation, resulting in a potential recognition by us of a full 20% of the realized net profits attributable to investors in these funds.

In addition, we recognize incentive income on our real estate funds related to certain tax distributions on realizations at the fund level. Realizations at the fund level may give rise to tax liabilities for our investors and us. Funds distribute capital back to us to cover these tax liabilities and this in turn drives the recognition of tax distribution-related incentive income. In addition, incentive income is recognized as investments are sold and related distributions are made to investors and us. Due to the recalculation of cumulative realized profits upon each realization, the fund may clawback incentive income previously paid to us. As a result, we record incentive income paid to us by the real estate funds as unearned revenue in our consolidated balance sheets until the criteria for revenue recognition has been met as we have received cash before we can recognize the revenue.

For additional information on incentive income accrued at fund level for our real estate, as well as other funds, see “Longer-Term AUM and Accrued Unrecognized Incentive Income” for additional information.

For funds that have concluded their investment periods, we expect AUM to decrease as investments are sold and the related proceeds are distributed to the investors in these funds.

	Assets Under Management as of September 30,
	2023		2022
Fund (Investment Period)	(dollars in thousands)
Sculptor Real Estate Fund I (2005-2010)	$	—	$	—
Sculptor Real Estate Fund II (2011-2014)	19,291		20,413
Sculptor Real Estate Fund III (2014-2019)	136,427		253,224
Sculptor Real Estate Fund IV (2019-2023)	2,595,257		2,593,846
Sculptor Real Estate Credit Fund I (2015-2020)	151,441		283,070
Sculptor Real Estate Credit Fund II (2022-2025)	158,726		143,211
Co-investment and other funds	1,187,156		1,235,916
	$	4,248,298	$	4,529,680

	Inception to Date as of September 30, 2023
			Total Investments									Realized/Partially Realized Investments(1)
	Total Commitments		Invested Capital(2)		Total Value(3)		Gross IRR(4)		Net IRR(5)		Gross MOIC(6)	Invested Capital		Total Value		Gross IRR(4)		Gross MOIC(6)
Fund	(dollars in thousands)
Sculptor Real Estate Fund I	$	408,081	$	386,298	$	847,612	25.5	%	16.1	%	2.2x	$	386,298	$	847,612	25.5	%	2.2x
Sculptor Real Estate Fund II	839,508		762,588		1,606,663		32.8	%	21.6	%	2.1x	762,588		1,606,663		32.8	%	2.1x
Sculptor Real Estate Fund III	1,500,000		1,112,924		2,239,242		30.2	%	20.0	%	2.0x	1,045,110		2,188,466		31.7	%	2.1x
Sculptor Real Estate Fund IV	2,596,024		1,594,151		2,015,549		26.8	%	14.5	%	1.3x	337,506		522,909		56.7	%	1.5x
Sculptor Real Estate Credit Fund I	736,225		735,888		959,659		18.0	%	12.7	%	1.3x	578,931		760,056		18.6	%	1.3x
Sculptor Real Estate Credit Fund II(7)	180,540		69,916		80,039		n/m		n/m		n/m	n/m		n/m		n/m		n/m
Co-investment and other funds	1,574,520		1,356,926		1,772,165		n/m		n/m		n/m	196,791		353,355		n/m		n/m
	$	7,834,898	$	6,018,691	$	9,520,929						$	3,307,224	$	6,279,061

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	Unrealized Investments as of September 30, 2023
	Invested Capital		Total Value		Gross MOIC(6)
Fund	(dollars in thousands)
Sculptor Real Estate Fund I	$	—	$	—	—
Sculptor Real Estate Fund II	—		—		—
Sculptor Real Estate Fund III	67,814		50,776		0.7x
Sculptor Real Estate Fund IV	1,256,646		1,492,640		1.2x
Sculptor Real Estate Credit Fund I	156,957		199,603		1.3x
Sculptor Real Estate Credit Fund II(7)	69,916		80,039		n/m
Co-investment and other funds	1,160,135		1,418,810		n/m
	$	2,711,468	$	3,241,869

_______________

n/m not meaningful

(1)An investment is considered partially realized when the total amount of proceeds received, including dividends, interest or other distributions of income and return of capital, represents at least 50% of invested capital.

(2)Invested capital represents total aggregate contributions made for investments by the fund.

(3)Total value represents the sum of realized distributions and the fair value of unrealized and partially realized investments as of September 30, 2023. Total value will be impacted (either positively or negatively) by future economic and other factors. Accordingly, the total value ultimately realized will likely be higher or lower than the amounts presented as of September 30, 2023.

(4)Gross IRR for our real estate funds represents the estimated, unaudited, annualized return based on the timing of cash inflows and outflows for the aggregated investments as of September 30, 2023, including the fair value of unrealized and partially realized investments as of such date, together with any unrealized appreciation or depreciation from related hedging activity. Gross IRR is not adjusted for estimated management fees, incentive income or other fees or expenses to be paid by the fund, which would reduce the return.

(5)Net IRR is calculated as described in footnote (4), but is reduced by management fees and other fund-level fees and expenses not adjusted for in the calculation of gross IRR. Net IRR is further reduced by paid incentive and accrued incentive income that will be payable upon the distribution of each fund’s capital in accordance with the terms of the relevant fund. Accrued incentive income may be higher or lower at such time. The net IRR represents a composite rate of return for a fund and does not reflect the net IRR specific to any individual investor. For Sculptor Real Estate Fund IV, the Net IRR presented above reflects the effect of proration of management fees and certain expenses based on the portion of committed capital that is reflected in invested capital. Removing the effects of this proration results in a Net IRR of 12.9%.

(6)Gross MOIC for our real estate funds is calculated by dividing the value of a fund’s investments by the invested capital, prior to adjustments for incentive income, management fees or other expenses to be paid by the fund.

(7)This fund has not yet invested a level of committed capital that would lead to presentation of meaningful IRR and MOIC information. Therefore, such information is not presented. Sculptor Real Estate Credit Fund II total commitments include 34,300,000 associated with the structured alternative investment solution.

AUM in our real estate funds totaled $4.2 billion as of September 30, 2023, decreasing $281.4 million, or 6%, year-over-year. This was driven primarily by $623.2 million of distributions and other reductions, primarily related to: (i) distributions from Sculptor Real Estate Credit Fund I and Sculptor Real Estate Fund III as these funds are harvesting investments; and (ii) the liquidation of our SPAC, which was non-fee paying. These decreases were partially offset by net inflows and transfers of $305.9 million, primarily in a real estate investment vehicle. Our real estate funds continue to deploy capital and generate strong returns with a 30.2% annualized gross return in Sculptor Real Estate Fund III and an 18.0% annualized gross return in Sculptor Real Estate Credit Fund I.

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Longer-Term AUM and Accrued But Unrecognized Incentive Income (“ABURI”)

As of September 30, 2023, approximately 74% of our AUM was subject to initial commitment periods of three years or longer, excluding AUM that had initial commitment periods of three years or longer and subsequently moved to shorter commitment periods at the end of their initial commitment period. The table below presents the amount of these AUM.

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Multi-strategy funds	$	409,085	$	408,171
Credit
Opportunistic credit funds	4,608,831		4,742,929
Institutional Credit Strategies	15,868,986		16,259,128
Real estate funds	4,248,297		4,562,718
	$	25,135,199	$	25,972,946

Longer-term AUM has increased from 26% in 2013 to 45% in 2016 to 74% as of September 30, 2023, driven by growth in opportunistic credit, Institutional Credit Strategies and real estate funds. Longer-term AUM creates stability in our platform and provides more consistency in our management fee earnings.

The table below presents the changes in the amount of incentive income accrued at the fund level but that has not yet been recognized in our revenues (ABURI) during the nine months ended September 30, 2023:

	December 31, 2022		Recognized Incentive Income		Performance		September 30, 2023
	(dollars in thousands)
Multi-strategy funds	$	359	$	(759)	$	1,563	$	1,163
Credit
Opportunistic credit funds	37,328		(18,365)		67,618		86,581
Real estate funds	122,815		(40,487)		35,951		118,278
	$	160,502	$	(59,612)	$	105,132	$	206,022

Incentive income, if any, on our longer-term AUM is based on the cumulative investment performance generated over the respective commitment period. These amounts may ultimately not be recognized as revenue by us in the event of future losses in the respective funds. See “—Understanding Our Results—Revenues—Incentive Income” for additional information. As of September 30, 2023, our ABURI was $206.0 million, up $45.5 million in the first nine months of 2023 primarily from the positive performance in our opportunistic credit and real estate funds, partially offset by the crystallization of ABURI into incentive income. We generated $67.6 million of performance in our opportunistic credit funds, largely in the Customized Credit Focused platform and $36.0 million of performance in our real estate funds, largely in Sculptor Real Estate Fund IV, in the first nine months of 2023.

Our ABURI from longer-term AUM generally comprise the following:

•Multi-strategy funds. Multi-strategy ABURI is derived from clients in the three-year liquidity tranche, where incentive income other than tax distributions will be recognized at the end of each client’s three-year period.

•Opportunistic credit funds. Opportunistic credit funds ABURI is derived from three sources:

◦Clients in the three-year and four-year liquidity tranches of an open-end opportunistic credit fund, where incentive income other than tax distributions will be recognized at the end of each client’s three-year or four-year period.

◦Long-dated closed-end opportunistic credit funds, where incentive income will be recognized during each fund’s harvest period after invested capital and a preferred return has been distributed to the clients, other than tax distributions.

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◦The Customized Credit Focused Platform, where incentive income is recognized at the end of a multi-year term; previously crystallized on December 31, 2020, other than tax distributions.

•Real estate funds. Real Estate ABURI is derived from long-dated real estate funds, where incentive income will start to be recognized following the completion of each fund’s investment period as investments are realized and after invested capital and a preferred return has been distributed to the clients other than tax distributions.

Certain ABURI amounts will generally have compensation expense (on an Economic Income basis) that will reduce the amount ultimately realized on a net basis. Compensation expense relating to ABURI from our real estate funds is generally recognized at the same time the related incentive income revenue is recognized as the compensation is structured as carried interest in these vehicles. Compensation expense relating to ABURI generated from our multi-strategy funds and opportunistic credit funds is generally recognized in the fourth quarter of the year the underlying fund performance is generated which may not occur at the same time that the related revenues are generated.

Understanding Our Results

Revenues

Our operations historically have been financed primarily by cash flows generated by our business. Our principal sources of revenues are management fees and incentive income. For any given period, our revenues are influenced by the amount of our AUM, the investment performance of our funds and the timing of when we recognize incentive income for certain AUM as discussed below.

The ability of investors to contribute capital to and redeem capital from our funds causes our AUM to fluctuate from period to period. Fluctuations in AUM also result from our funds’ investment performance. Both of these factors directly impact the revenues we earn from management fees and incentive income. For example, a $1.0 billion increase or decrease in AUM subject to a 1% management fee would generally increase or decrease annual management fees by $10.0 million. If profits, net of management fees, attributable to a fee-paying fund investor were $10.0 million in a given year, we generally would earn incentive income equal to $2.0 million, assuming a 20% incentive income rate, a one-year commitment period, no hurdle rate and no high-water marks from prior years.

For any given quarter, our revenues are influenced by the combination of AUM and the investment performance of our funds. For example, incentive income for the majority of our multi-strategy AUM is recognized in the fourth quarter each year, based on full year investment performance.

Management Fees. Management fees are generally calculated and paid to us on a quarterly basis in advance, based on the amount of AUM at the beginning of the quarter. Management fees are prorated for capital inflows and redemptions during the quarter. Accordingly, changes in our management fee revenues from quarter to quarter are driven by changes in the quarterly opening balances of AUM, the relative magnitude and timing of inflows and redemptions during the respective quarter, the impact of differing management fee rates charged on those inflows and redemptions, as well as the impact of the deferral of subordinated management fees from certain CLOs. See “—Weighted-Average FP AUM and Average Management Fee Rates” for information on our average management fee rate and Note 11 to our consolidated financial statements for additional information regarding management fees.

Incentive Income. We earn incentive income based on the cumulative performance of our funds over a commitment period. We recognize incentive income when such amounts are probable of not significantly reversing. See Note 11 to our consolidated financial statements for additional information regarding incentive income.

Other Revenues. Other revenues consist primarily of interest income on investments in CLOs, cash equivalents and long-term U.S. government obligations, as well as subrental income. Interest income is recognized on an effective yield basis. Subrental income is recognized on a straight-line basis over the lease term.

Income of Consolidated Entities. Revenues recorded as income of consolidated entities consist primarily of interest income, dividend income, fees and other income.

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Expenses

Compensation and Benefits. Compensation and benefits consist of salaries, employee benefits, payroll taxes, and discretionary and guaranteed cash bonus expenses. We generally recognize compensation and benefits expenses over the related service period.

On an annual basis, compensation and benefits comprise a significant portion of total expenses, with discretionary cash bonuses generally comprising a significant portion of total compensation and benefits. We accrue minimum annual discretionary cash bonuses on a straight-line basis during the year. The total amount of discretionary cash bonuses ultimately recognized for the full year, which is determined in the fourth quarter of each year, could differ materially from the minimum amount accrued, as the total discretionary cash bonus is dependent upon a variety of factors, including fund performance for the year.

Due to multi-year crystallizations in our credit and real estate funds, we may recognize discretionary bonus expense as incentive is generated at the fund level but before we recognize the related incentive income. As our discretionary cash bonuses are generally determined based on fund performance in a given year, there may be differences in the timing of when bonuses are accrued and when the corresponding incentive income is recognized, particularly for performance generated on our longer-term AUM and AUM that have annual incentive income crystallization dates other than at year-end. In the fourth quarter we recognize discretionary bonuses, which are largely based on current year fund performance regardless of the year in which incentive income is recognized. It is best to look at our compensation ratio on incentive income over a multi-year period given the difference in timing of these line items. For additional information on incentive income recognized at fund level but not yet recognized by us see “—Longer-Term AUM and Accrued Unrecognized Incentive Income” for additional information. We generally pay our bonuses in January of the year following the year in which bonuses were accrued.

Compensation and benefits also include equity-based compensation expense, which is primarily in the form of RSUs granted to our independent board members, employees and executive managing directors, as well as RSAs, PSUs and Partner Equity Units granted to executive managing directors. These awards are structured to create strong alignment of economic interest between our executives and shareholders, in addition to retaining key talent.

We also have profit-sharing arrangements whereby certain employees or executive managing directors are entitled to a share of incentive income that we earn primarily from our real estate funds. This incentive income is typically paid to us and then we pay a portion to the profit-sharing participant as investments held by these funds are realized. To the extent that the payments to the employees or executive managing directors are probable and reasonably estimable, we accrue these payments as compensation expense for GAAP purposes, which may occur prior to the recognition of the related incentive income.

Deferred cash interests (“DCIs”) are also granted to certain employees and executive managing directors as a form of compensation. DCIs reflect notional fund investments made by us on behalf of an employee or executive managing director. DCIs generally vest over a three-year period, subject to an employee’s or executive managing director’s continued service. Upon vesting, we pay the employee or executive managing director an amount in cash equal to the notional investment represented by the DCIs, as adjusted for notional fund performance. Except as otherwise provided in the relevant DCI plan or in an award agreement, in the event of a termination of the employee’s or executive managing director’s service, any portion of the DCIs that is unvested as of the date of termination will be forfeited. These awards are designed to create strong alignment of economic interest between our executives and fund investors, in addition to retaining key talent.

Sculptor’s compensation structure is designed to align the interests of our executive managing directors and employees with those of investors in our funds and our Class A Shareholders. Our compensation structure focuses on both individual and firm-wide performance through bonus compensation in a combination of equity and deferred cash interests that vest over time.

Interest Expense. Amounts included within interest expense relate primarily to indebtedness outstanding.

General, Administrative and Other. General, administrative and other expenses are comprised of professional services, occupancy and equipment, information processing and communications, recurring placement and related service fees, business development, insurance, impairment of right-of-use lease assets, foreign currency transaction gains and losses, and other miscellaneous expenses. Legal costs are also included within general, administrative and other.

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Expenses of Consolidated Entities. Expenses recorded as expenses of consolidated entities consist of interest expense, general, administrative and other miscellaneous expenses.

Other (Loss) Income

Changes in Fair Value of Warrant Liabilities. Changes in fair value of warrant liabilities represent gains (losses) from changes in fair value of warrants.

Changes in Tax Receivable Agreement Liability. Changes in tax receivable agreement liability consists of changes in our estimate of the future payments related to the tax receivable agreement that result from changes in future income tax savings due to changes in tax rates. See Note 16 to our consolidated financial statements included in this report for additional information.

Net Gains (Losses) on Investments. Net gains (losses) on investments primarily consist of realized and unrealized net gains and losses on investments in U.S. government obligations and investments in our funds, including CLOs and other funds we manage.

Net (Losses) Gains of Consolidated Entities. Net (losses) gains of consolidated entities primarily consist of gains (losses) on investments held by consolidated entities, changes in the fair value of the structured alternative investment solution’s assets and liabilities and related interest and other income, as well as changes in the fair value of warrant liabilities related to our consolidated SPAC that was liquidated in the second quarter of 2023.

Income Taxes

Income taxes consist of our provision for federal, state and local income taxes in the U.S. and foreign income taxes, including provisions for deferred income taxes resulting from temporary differences between the tax and GAAP bases. The computation of the provision requires certain estimates and significant judgment, including, but not limited to, the expected taxable income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences between the tax and GAAP bases and the likelihood of being able to fully utilize deferred income tax assets existing as of the end of the period.

The Sculptor Operating Partnerships are partnerships for U.S. federal income tax purposes and the Registrant is a corporation for U.S. federal income tax purposes. Generally all of the income allocated to the Registrant from the Sculptor Operating Group will be subject to corporate-level income taxes in the U.S. See Note 12 to our consolidated financial statements for additional information regarding significant items impacting our income tax provision and effective tax rate.

Net Loss Attributable to Noncontrolling Interests and Redeemable Noncontrolling Interests

Noncontrolling interests represent ownership interests in our subsidiaries held by parties other than us and are primarily made up of Group A Units. Increases or decreases in net (loss) income attributable to the Group A Units are driven by the earnings of the Sculptor Operating Group. See Note 3 in our Annual Report for additional information regarding our ownership interest in the Sculptor Operating Group.

During second quarter of 2023, our consolidated SPAC was liquidated and its Class A shares were redeemed. Allocations of earnings to these shares were reflected within net income (loss) attributable to redeemable noncontrolling interests in the consolidated statements of operations. Prior to its liquidation, increases or decreases in the net income (loss) attributable to SPAC investors’ interests in the SPAC were driven primarily by interest income generated on investments in U.S. Treasury bills, changes in fair value of warrant liabilities of the SPAC and various expenses related to legal costs, business development and insurance. Change in redemption value of Class A Shares of the consolidated SPAC, including the impact of the deferred underwriting fee reversal as a result of the SPAC liquidation, were reflected within change in redemption value of redeemable noncontrolling interests in the consolidated statements of operations.

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Results of Operations

Three and Nine Months Ended September 30, 2023 Compared to Three and Nine Months Ended September 30, 2022

Net Loss Attributable to Class A Shareholders

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Net Loss Attributable to Class A Shareholders	$	(31,113)	$	(22,518)	$	(18,967)	$	(13,688)

Refer below for the discussion of the contributing factors to changes in net loss attributable to Class A Shareholders from the prior year.

Revenues

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Management fees	$	60,194	$	66,236	$	186,344	$	211,443
Incentive income	17,801		7,566		62,383		73,788
Other revenues	7,683		3,576		20,931		8,526
(Loss) income of consolidated entities	(23)		1,453		4,535		1,603
Total Revenues	$	85,655	$	78,831	$	274,193	$	295,360

Total revenues for the quarter-to-date period were $85.7 million, increasing $6.8 million from prior year period, and total revenues for the year-to-date period were $274.2 million, decreasing $21.2 million when compared to the prior year period. These changes were primarily due to the following:

Management Fees

Management fees decreased by $6.0 million for the quarter-to-date period and $25.1 million for the year-to-date period, driven primarily by lower average assets under management in our multi-strategy funds, as a result of net outflows as well as certain distributions in our credit and real estate funds. Please see “—Managing Business Performance—Multi-Strategy Funds” for additional information regarding the performance of the Sculptor Master Fund and “—Managing Business Performance—Weighted-Average FP AUM and Average Management Fee Rates” and “—Managing Business Performance—Summary of Changes in FP AUM” above for information regarding our average management fee rates and further detail on changes in FP AUM, respectively.

Incentive Income

Incentive income increased by $10.2 million for the quarter-to-date period and decreased by $11.4 million for the year-to-date period. This was primarily driven by:

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•Opportunistic credit funds. We recognized $6.3 million of incentive in the quarter and $20.4 million year-to-date primarily from distributions in the Customized Credit Focused Platform. A $5.6 million increase for the quarter-to-date period was due to incentive income recognized on distributions, whereas incentive is generally recognized at the end of a multi-year investment period, the timing of which will vary by fund and individual investor. Incentive income was flat year-over-year for the year-to-date period.

•Real estate funds. We recognized $10.7 million of incentive in the quarter and $40.5 million year-to-date driven by crystallizations in Sculptor Real Estate Fund III, as the fund is realizing investments during its harvest period. A $4.1 million increase for the quarter-to-date period and a $12.4 million decrease for the year-to-date period was driven by timing of realizations in our real estate funds which will vary from period to period based on exit opportunities.

Other Revenues

Other revenues increased by $4.1 million for the quarter-to-date period and increased $12.4 million for the year-to-date period primarily driven by higher interest income earned on both cash and cash equivalents, longer-term treasury bills and our risk retention investments in CLOs driven by higher interest rates.

Income of Consolidated Entities

Income of consolidated entities decreased by $1.5 million for the quarter-to-date period and increased $2.9 million for the year-to-date period. The quarter-to-date decrease and year-to-date increase were driven primarily by higher interest income generated on the trust assets of our consolidated SPAC invested in U.S. government obligations that were subsequently liquidated in the second quarter of 2023. For the year-to-date period, the increase in interest income was due to higher interest rates.

Expenses    

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Compensation and benefits	$	62,081	$	67,130	$	188,187	$	224,658
Interest expense	6,712		3,876		18,462		10,588
General, administrative and other	42,088		28,290		105,811		82,031
Expenses of consolidated entities	229		1,031		2,080		2,943
Total Expenses	$	111,110	$	100,327	$	314,540	$	320,220

Total expenses for the quarter-to-date period were $111.1 million, increasing $10.8 million year-over-year, and total expenses for the year-to-date period were $314.5 million, decreasing $5.7 million year-over-year, primarily due to the following:

Compensation and Benefits

Compensation and benefits decreased by $5.0 million and $36.5 million for the quarter-to-date and year-to-date periods, respectively, primarily driven by:

•Bonus expense was relatively flat for the quarter-to-date period and decreased $16.1 million for the year-to-date period primarily as a result of lower carried interest profit sharing expense linked to incentive income generated by Sculptor Real Estate Fund III and Sculptor Real Estate Credit Fund I.

•Equity-based compensation expenses decreased by $4.8 million and $22.4 million for the quarter-to-date and year-to-date periods, respectively, primarily due to the following:

◦A $3.8 million decrease for the quarter-to-date period and a $18.4 million decrease for the year-to-date period, primarily related to amortizations of RSUs and RSAs due to fewer units outstanding, and lower weighted-average grant date fair value year-over-year for the RSUs.

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◦A $1.1 million decrease for the quarter-to-date period and a $3.7 million decrease for the year-to-date period related to Group E Units, as fewer units remain unvested.

Interest Expense

$2.8 million and $7.9 million increases in interest expense for the quarter-to-date and year-to date periods, respectively, primarily due to higher interest rates.

General, Administrative and Other Expenses

$13.8 million and $23.8 million increases in general, administrative and other expenses for the quarter-to-date and year-to-date periods, respectively, primarily due to an increase in professional services expenses, largely as a result of elevated legal costs for the activities of the Special Committee of our Board of Directors.

Other (Loss) Income

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Changes in fair value of warrant liabilities	$	(9,717)	$	(2,386)	$	(9,977)	$	40,690
Changes in tax receivable agreement liability	225		(14)		(302)		206
Net gains (losses) on investments	7,051		(2,989)		17,187		(39,171)
Net gains (losses) of consolidated entities	(9,440)		(3,498)		303		(5,792)
Other	$	(1,406)	$	—	$	(1,406)	$	—
Total Other (Loss) Income	$	(13,287)	$	(8,887)	$	5,805	$	(4,067)

Total other loss for the quarter-to-date period was $13.3 million, increasing from a loss of $8.9 million by $4.4 million year-over-year. Total other income for the year-to-date period was $5.8 million increasing from a loss of $4.1 million by $9.9 million year-over-year, which resulted from the following:

•Changes in fair value of warrant liabilities. These represent the change in the fair value of warrants to purchase our Class A Shares that were issued in connection with the 2020 Credit Agreement. The primary driver of the changes in fair value for both 2023 and 2022 was the change in our Class A Share price and the warrants strike price during each of the respective periods. See Note 4 to our consolidated financial statements included in this report for additional details on warrants valuation inputs.

•Changes in tax receivable agreement liability. These are a result of changes in projected future tax rates impacting the anticipated liability under the tax receivable agreement.

•Net gains (losses) on investments. Investment income increased by $10.0 million and $56.4 million for the quarter-to-date and year-to-date periods, respectively. This was primarily due to gains on our risk retention investments in our CLOs and equity method investments in our multi-strategy funds, compared to the prior year period in which these investments generated losses.

•Net gains (losses) of consolidated entities. Losses of consolidated entities increased by $5.9 million for the quarter-to-date period and decreased by $6.1 million for the year-to-date period. These changes were primarily due to fair value changes on our investment in our consolidated structured alternative investment solution. Additionally the year-to-date period increase in gains includes changes in the fair value of the warrant liabilities related to our consolidated SPAC, which was subsequently liquidated in the second quarter of 2023.

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Income Taxes

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Income taxes	$	(280)	$	227	$	11,277	$	(720)

Income tax expense for the quarter-to-date period decreased by $0.5 million due to lower profitability for the period, and increased by $12.0 million for the year-to-date period, primarily due to increase in foreign taxes and disallowed expenses partially offset by loss recognized on the dissolution of SPAC.

Net Loss Attributable to Noncontrolling Interests

The following table presents the components of the net loss attributable to noncontrolling interests and net income attributable to redeemable noncontrolling interests:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Group A Units	$	(8,667)	$	(9,478)	$	(26,776)	$	(17,260)
Other	1,318		68		3,400		1,423
Noncontrolling Interests	$	(7,349)	$	(9,410)	$	(23,376)	$	(15,837)
Redeemable noncontrolling interests	$	—	$	(1,492)	$	(3,350)	$	(5,257)

Net loss attributable to noncontrolling interests for the quarter-to-date period was $7.3 million, increasing by $2.1 million compared to the prior year period. Net loss attributable to noncontrolling interests was $23.4 million for the year-to-date period, increasing by $7.5 million compared to the prior year period. The increase in loss was driven by higher losses generated by Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP in the third quarter of 2023 as compared to the third quarter of 2022. There was no income allocated to the noncontrolling interests from Sculptor Capital LP in those periods. During the Distribution Holiday, net income earned by any Sculptor Operating Partnership is allocated 100% to Sculptor Capital Management, Inc., while losses are allocated on a pro rata basis among the Group A Units (noncontrolling interests) and Sculptor Capital Management, Inc. as described in Note 3 to the financial statements included in this report.

Net income attributable to redeemable noncontrolling interests relates to the SPAC that was liquidated during the second quarter of 2023. As a result, there was no gain or loss attributed to the redeemable noncontrolling interests in the third quarter of 2023. The $1.9 million decrease for the year-to-date period was primarily due to a gain related to change in fair value of the SPAC’s warrant liabilities, which expired worthless in the second quarter of 2023 and higher interest income earned on the SPAC’s trust assets before they were liquidated.

Change in Redemption Value of Redeemable Noncontrolling Interests

The following table presents the change in redemption value of redeemable noncontrolling interests:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Change in redemption value of redeemable noncontrolling interests	$	—	$	174	$	6,826	$	3,939

The change in redemption value of redeemable noncontrolling interest for year-to-date period was a gain of $6.8 million, increasing by $2.9 million compared to the prior year period. These amounts represent the accretion to redemption value of the SPAC’s Class A Shares driven by the fluctuations in the SPAC’s earnings allocated to the SPAC’s Class A shareholders and a

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reversal of deferred underwriting fee originally allocated to the SPAC issued Class A Shares due to SPAC liquidation. No change in redemption value was recorded for the quarter-to-date period since the SPAC was liquidated during the second quarter of 2023.

Economic Income Analysis

In addition to analyzing our results on a GAAP basis, management also reviews our results on an “Economic Income” basis. Economic Income excludes the adjustments described below that are required for presentation of our results on a GAAP basis, but that management does not consider when evaluating operating performance in any given period. Management uses Economic Income as the basis on which it evaluates our financial performance and makes resource allocation and other operating decisions. Management considers it important that investors review the same operating information that it uses.

Economic Income is a measure of pre-tax operating performance that excludes the following from our results on a GAAP basis:

•Equity-based compensation expenses, net of cash settled RSUs. When the number of RSUs to be settled in cash is discretionary at the time of the grant, then the fair value of RSUs that are settled in cash is included as an expense at the time of settlement. When the number of RSUs to be settled in cash is certain on the grant date, then the expense is recognized during the performance period to which the award relates.

•Amounts related to non-cash interest expense accretion on term debt. The 2020 Term Loan and Debt Securities, which were issued in connection with the Recapitalization, were each recognized at a significant discount, as proceeds from each borrowing were allocated to warrant liabilities and the 2019 Preferred Units, respectively, resulting in non-cash accretion to par over time through interest expense for GAAP. The Debt Securities and the 2019 Preferred Units were fully redeemed in 2020. Management excludes this non-cash expense from Economic Income, as it does not consider it to be reflective of our economic borrowing costs.

•Depreciation and amortization expenses, changes in fair value of warrant liabilities, changes in the tax receivable agreement liability, net losses on retirement of debt, gains and losses on fixed assets, gains and losses on investments in funds, and changes in fair value of derivatives as management does not consider these items to be reflective of operating performance.

•Impairment of right-of-use lease assets is excluded from Economic Income at the time the impairment is recognized for GAAP and the impact is then amortized over the lease term for Economic Income, as management evaluates impairment expenses over the life of the related lease asset and considers the impairment charge to be nonrecurring in nature. Additionally, rent expense is offset by subrental income as management evaluates rent expenses on a net basis.

•Income allocations to our executive managing directors on their direct interests in the Sculptor Operating Group. Management reviews operating performance at the Sculptor Operating Group level, where our operations are performed, prior to making any income allocations.

•Net income (loss) attributable to redeemable noncontrolling interests, which relates to our consolidated SPAC that was liquidated during the second quarter of 2023, is also eliminated as management does not consider this to be reflective of operating performance.

•Amounts related to the consolidated entities, as management does not consider these amounts to be representative of our core operating performance. We also exclude the related eliminations of management fees and incentive income, as management reviews the total amount of management fees and incentive income earned in relation to total AUM and fund performance.

Additionally, management fees are presented net of recurring placement and related service fees, as management considers these fees a reduction in management fees, not an expense.

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Expenses related to incentive income profit-sharing arrangements are generally recognized at the same time the related incentive income revenue is recognized, as management reviews the compensation expense related to these arrangements in relation to any incentive income earned from the relevant fund.

Further, for Economic Income deferred cash compensation is expensed in full during the performance period to which the award relates, rather than over the service period for GAAP, as management views the compensation expense impact in relation to the performance period.

As a result of the adjustments described above, management fees, incentive income, other revenues, compensation and benefits, interest expense, general, administrative and other expenses, net income (loss) attributable to noncontrolling interests and net income (loss) attributable to redeemable noncontrolling interests as presented on an Economic Income basis are also non-GAAP measures.

For reconciliations of our non-GAAP measures to the respective GAAP measures, please see “—Economic Income Reconciliations” section of this MD&A.

Our non-GAAP financial measures should not be considered alternatives to our GAAP net income allocated to Class A Shareholders or cash flow from operations, or as indicative of liquidity or the cash available to fund operations. Our non-GAAP measures may not be comparable to similarly titled measures used by other companies.

Three and Nine Months Ended September 30, 2023 Compared to Three and Nine Months Ended September 30, 2022

Economic Income (Non-GAAP)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Economic Income	$	(2,994)	$	5,747	$	18,738	$	67,513

Refer below for the discussion of the contributing factors to changes in Economic Income from the prior year.

Economic Income Revenues (Non-GAAP)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Economic Income Basis
Management fees	$	56,138	$	61,225	$	174,167	$	195,295
Incentive income	17,801		7,566		62,431		73,715
Other revenues	6,537		2,659		17,818		5,703
Total Economic Income Revenues	$	80,476	$	71,450	$	254,416	$	274,713

Economic Income revenues for the quarter-to-date period were $80.5 million, increasing $9.0 million, and Economic Income revenues for the year-to-date period were $254.4 million, decreasing $20.3 million from the prior year period. These changes were primarily due to the following:

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Management Fees

Management fees decreased by $5.1 million for the quarter-to-date period and $21.1 million for the year-to-date period, driven primarily by lower average assets under management in our multi-strategy funds, as a result of net outflows as well as certain distributions in our credit and real estate funds. Please see “—Managing Business Performance—Multi-Strategy Funds” for additional information regarding the performance of the Sculptor Master Fund and “—Managing Business Performance—Weighted-Average FP AUM and Average Management Fee Rates” and “—Managing Business Performance—Summary of Changes in FP AUM” above for information regarding our average management fee rates and further detail on changes in FP AUM, respectively.

Incentive Income

Incentive income increased by $10.2 million for the quarter-to-date period and decreased $11.3 million for the year-to-date period, primarily due to the following:

•Opportunistic credit funds. We recognized $6.3 million of incentive in the quarter and $20.4 million year-to-date primarily from distributions in the Customized Credit Focused Platform. A $5.6 million increase for the quarter-to-date period was due to incentive income recognized on distributions, whereas incentive is generally recognized at the end of a multi-year investment period, the timing of which will vary by fund and individual investor. Incentive income was flat year-over-year for the year-to-date period.

•Real estate funds. We recognized $10.7 million of incentive in the quarter and $40.5 million year-to-date driven by crystallizations in Sculptor Real Estate Fund III, as the fund is realizing investments during its harvest period. A $4.1 million increase for the quarter-to-date and $12.4 million decrease for the year-to-date period was driven by timing of realizations in our real estate funds which will vary from period to period based on exit opportunities.

Other Revenues

Other revenues increased by $3.9 million for the quarter-to-date period and increased $12.1 million for the year-to-date period primarily as a result of higher interest income on our cash and cash equivalents, longer-term treasury bills and our risk retention investments in CLOs driven by higher interest rates.

Economic Income Expenses (Non-GAAP)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Economic Income Basis
Compensation and benefits	$	40,984	$	40,935	$	130,144	$	138,143
Interest expense	6,446		3,613		17,693		9,825
General, administrative and other expenses	36,041		21,247		87,841		59,232
Total Economic Income Expenses	$	83,471	$	65,795	$	235,678	$	207,200

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Economic Income expenses for the quarter-to-date period were $83.5 million, increasing $17.7 million year-over-year, and for the year-to-date period were $235.7 million, increasing $28.5 million year-over-year, primarily due to the following:

Compensation and Benefits

Compensation and benefits remained flat for the quarter-to-date period and decreased $8.0 million for the year-to-date period primarily driven by a decrease of $9.9 million in bonus expense. This was primarily due to changes in real estate profit sharing expense linked to incentive income generated by Sculptor Real Estate Fund III.

Interest Expense

$2.8 million and $7.9 million increases in interest expense for the quarter-to-date and year-to date periods, respectively, primarily due to higher interest rates.

General, Administrative and Other Expenses

$14.8 million and $28.6 million increases in general, administrative and other expenses for the quarter-to-date and year-to-date periods, respectively, primarily due to an increase in professional services expenses, largely as a result of elevated legal costs for the activities of the Special Committee of our Board of Directors.

Liquidity and Capital Resources

Overview

The working capital needs of our business have historically been met, and we anticipate will continue to be met, through cash generated from management fees and incentive income earned from our funds.

We ended the quarter with $159.4 million of unrestricted cash and cash equivalents, and $26.6 million of management fees and incentive income receivable the majority of which will be collected in the fourth quarter of 2023 and $79.4 million of investments in U.S. government obligations that we can liquidate as needed. We also have access to an additional $25.0 million through our undrawn 2020 Revolving Credit Facility.

Based on management’s experience and our current level of AUM, we believe that our current liquidity position, together with the cash generated from management fees will be sufficient to meet our anticipated fixed operating expenses (as defined below) and other working capital needs for at least the next 12 months. For our longer-term liquidity needs, we expect to continue to fund our fixed operating expenses through management fees and to fund discretionary cash bonuses and the repayment of our financing arrangements through a combination of management fees and incentive income. We may also decide to meet these requirements by issuing additional debt, equity or other securities.

Over the long term, we believe our AUM will grow, including longer-term fee generating capital, and sustain positive investment performance in our funds, which will reflect positively on our revenue streams strengthening the balance sheet and providing the firm with stability to cover our long-term liquidity requirements.

To maintain maximum flexibility to meet demands and opportunities both in the short and long term, and subject to existing contractual arrangements, including the terms of the Merger Agreement with Rithm, we may want to use cash on hand, issue additional equity or borrow additional funds to:

•Support the future growth in our business.

•Create new or enhance existing products and investment platforms.

•Repay amounts due under our debt obligations and repurchase agreements.

•Repay amounts due under the tax receivable agreement.

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•Pursue new investment opportunities.

•Develop new distribution channels.

On July 23, 2023, we entered into the Merger Agreement with Rithm, which was amended on October 12, 2023 and October 26, 2023. The Merger Agreement contains limitations on actions that we may take between signing and closing without the consent of Rithm, including the declaration or payment of dividends, the repurchase of shares of our capital stock and entry into new lines of business. See Note 17 to the unaudited consolidated financial statements for more information regarding the Merger Agreement.

Share Repurchase Program

In February 2022, the Board of Directors authorized us to repurchase up to $100.0 million of our outstanding common stock. As of September 30, 2023, we repurchased 3,022,380 Class A Shares at the average price of $10.75 per share. No shares were repurchased in the three months ended September 30, 2023. The repurchase program has no expiration date. On July 23, 2023, we entered into the Merger Agreement, as amended on October 12, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on October 26, 2023 by Amendment No. 2 to Agreement and Plan of Merger, with entities affiliated with Rithm. We do not intend to repurchase any shares while the Merger Agreement remains in effect. See Note 17 to the unaudited consolidated financial statements for more information regarding the Merger Agreement.

Liquidity Needs

Over the next 12 months, we expect that our primary liquidity needs will be to:

•Pay our operating expenses.

•Pay interest and principal on our financing arrangements.

•Provide capital to facilitate the growth of our business, including making risk retention investments in CLOs managed by us that are subject to EU and UK risk retention rules, investments in our funds and fund capital commitments to our funds.

•Pay income taxes, RSU tax withholding obligations and amounts due under the tax receivable agreement.

•Make tax distributions required to be made pursuant to the Sculptor Operating Partnership agreements and distributions necessary to allow us to make payments as required pursuant to the tax receivable agreement.

Operating Expenses

We generally rely on management fees to cover our “fixed” operating expenses, which we define as salaries, benefits, a minimum discretionary bonus and general, administrative and other expenses, including upcoming lease payments as presented in Note 6 to our consolidated financial statements, incurred in the ordinary course of business. No assurances can be given that our management fees will be sufficient to cover our fixed operating expenses in future periods. To the extent our management fees do not cover our fixed operating expenses, as well as to fund any other liabilities, we would rely on cash on hand and incentive income to cover any shortfall. We cannot predict the amount of incentive income, if any, that we may earn in any given year. Total annual revenues, which are heavily influenced by the amount of incentive income we earn, historically have been sufficient to fund both our fixed operating expenses and all of our other working capital needs, including annual discretionary cash bonuses. These cash bonuses, which historically have comprised our largest cash operating expense, are variable such that in any year where total annual revenues are greater or less than the prior year, cash bonuses may be adjusted accordingly. Our ability to scale our largest cash operating expense to our total annual revenues helps us manage our cash flow and liquidity position from year to year.

Historically, we have determined the amount of discretionary cash bonuses during the fourth quarter of each year, based on our total annual revenues and fund performance. We have historically funded these amounts through fourth quarter management fees and incentive income crystallized on December 31, which represents the majority of the incentive income we

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typically earn each year. Related to performance on longer-term AUM, we accrue bonus expense on ABURI which will not be recognized as incentive income in the current year, but will have associated bonus expense in the current year period. This ABURI could crystallize into incentive income in future periods without the associated bonus expense, which would shift attributable earnings into future periods. In addition, we may elect to increase the amount of cash bonuses paid to employees over the amount already accrued throughout the year, with any incremental amounts recognized as expense in the fourth quarter. Although we cannot predict the amount, if any, of incentive income we may earn, we are able to regularly monitor expected management fees and we believe that we may be able to adjust our expense infrastructure, including discretionary cash bonuses, as needed to meet the requirements of our business and in order to maintain positive operating cash flows. Nevertheless, if we generate insufficient cash flows from operations to meet our short-term liquidity needs, we may have to borrow funds or sell assets, subject to existing contractual arrangements.

Financing Arrangements

We may use cash on hand to pay interest and principal due on our financing arrangements, including debt obligations and repurchase agreements, prior to their respective maturity or due dates, which would reduce amounts available to distribute to our Class A Shareholders. We may also refinance all or a portion of any borrowings outstanding on or prior to their respective maturity dates. For any amounts unpaid as of a maturity or due date, we will be required to repay the remaining balance by using cash on hand, refinancing the remaining balance by incurring new debt, which could result in higher borrowing costs, or by issuing equity or other securities, which would dilute existing shareholders. See Notes 7 and 8 to our consolidated financial statements for details on our debt obligations and repurchase agreements.

CLO Risk Retention Investments

In order to meet risk retention requirements for certain of the CLOs we manage, we use a combination of cash on hand, as well as financing under the CLO Investments Loans and repurchase agreements to fund our 5% risk retention investments. We expect to continue relying on a combination of cash on hand and financing to fund future CLO risk retention investments. Payments of interest and principal on these borrowings are generally due at such time interest and principal payments are received on our risk retention investments in the related CLOs; therefore, our CLO risk retention investments and related financings generally have a net positive impact on our liquidity at each CLO interest and principal payment date.

Tax Receivable Agreement

We have made, and may in the future be required to make, payments under the tax receivable agreement that we entered into with our executive managing directors and Ziff Investors Partnership, L.P. II and certain of its affiliates and control persons (the “Ziffs”). As of September 30, 2023, assuming no material changes in the relevant tax law and that we generate sufficient taxable income to realize the full tax benefit of the increased amortization resulting from the increase in tax basis of certain Sculptor Operating Group assets, we expected to pay our executive managing directors and the Ziffs approximately $173.1 million. Future cash savings and related payments to our executive managing directors under the tax receivable agreement in respect of subsequent exchanges would be in addition to these amounts. See Note 16 to our consolidated financial statements for additional details.

Payments under the tax receivable agreement are anticipated to increase the tax basis adjustment and, consequently, result in increasing annual amortization deductions in the taxable years of and after such increases to the original basis adjustments, and potentially will give rise to increasing tax savings with respect to such years and correspondingly increasing payments under the tax receivable agreement.

The obligation to make payments under the tax receivable agreement is an obligation of Sculptor Corp, and any other corporate taxpaying entities that hold Group B Units, and not of the Sculptor Operating Group. We may need to incur debt to finance payments under the tax receivable agreement to the extent the Sculptor Operating Group does not distribute cash to Sculptor Corp in an amount sufficient to meet our obligations under the tax receivable agreement.

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The actual increase in tax basis of the Sculptor Operating Group assets resulting from an exchange or from payments under the tax receivable agreement, as well as the amortization thereof and the timing and amount of payments under the tax receivable agreement, will vary based upon a number of factors, including the following:

•The amount and timing of our income will impact the payments to be made under the tax receivable agreement. To the extent that we do not have sufficient taxable income to utilize the amortization deductions available as a result of the increased tax basis in the Sculptor Operating Partnerships’ assets, payments required under the tax receivable agreement would be reduced.

•The price of our Class A Shares at the time of any exchange will determine the actual increase in tax basis of the Sculptor Operating Partnerships’ assets resulting from such exchange; payments under the tax receivable agreement resulting from future exchanges, if any, will be dependent in part upon such actual increase in tax basis.

•The composition of the Sculptor Operating Group assets at the time of any exchange will determine the extent to which we may benefit from amortizing the increased tax basis in such assets and thus will impact the amount of future payments under the tax receivable agreement resulting from any future exchanges.

•The extent to which future exchanges are taxable will impact the extent to which we will receive an increase in tax basis of the Sculptor Operating Group assets as a result of such exchanges, and thus will impact the benefit derived by us and the resulting payments, if any, to be made under the tax receivable agreement.

•The tax rates in effect at the time any potential tax savings are realized, which would affect the amount of any future payments under the tax receivable agreement.

Depending upon the outcome of these factors, payments that we may be obligated to make to our current and former executive managing directors and the Ziffs under the tax receivable agreement in respect of exchanges could be substantial. In light of the numerous factors affecting our obligation to make payments under the tax receivable agreement, the timing and amounts of any such actual payments are not reasonably ascertainable.

Dividends and Distributions

The table below presents the cash dividends paid on our Class A Shares in 2023 and 2022. Dividends are generally declared and paid in the quarter following the quarter to which they relate. For example, the dividend paid on May 23, 2023, was in respect of earnings for the first quarter of 2023. We paid no related cash distributions to our executive managing directors on their Sculptor Operating Group Units in the respective periods as a result of the Distribution Holiday.

	Class A Shares
Payment Date	Record Date	Dividend per Share
May 23, 2023	May 16, 2023	$	0.06
March 21, 2023	March 14, 2023	$	0.20
November 28, 2022	November 21, 2022	$	0.01
August 22, 2022	August 15, 2022	$	0.13
May 25, 2022	May 18, 2022	$	0.11

As discussed in Note 3 in our Annual Report, in connection with the Recapitalization, we and our executive managing directors agreed to a “Distribution Holiday” on the Group A Units, Group E Units, Group P Units, PSUs and certain RSUs and RSAs that will terminate on the earlier of (x) 45 days after the last day of the first calendar quarter as of which the achievement of $600.0 million of Distribution Holiday Economic Income is realized and (y) April 1, 2026. During the Distribution Holiday, dividends may continue to be paid on our Class A Shares. As of September 30, 2023, we have generated a total of $545.6 million of Distribution Holiday Economic Income, compared to the target of $600.0 million.

Distribution Holiday Economic Income is the cumulative amount of Economic Income earned since October 1, 2018, less any dividends paid to Class A Shareholders and on the now-retired Preferred Units. Distribution Holiday Economic Income

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is a non-GAAP measure that is defined in the agreements of limited partnership of the Sculptor Operating Partnerships and is being presented to provide an update on the progress made toward the $600.0 million target required to exit the Distribution Holiday. Please see “—Distribution Holiday Economic Income Reconciliation” for a reconciliation of Distribution Holiday Economic Income to net income attributable to Class A Shareholders.

During the Distribution Holiday, we expect to pay dividends on our Class A Shares annually in an aggregate amount equal to not less than 20% or greater than 30% of our annual Economic Income less an estimate of payments under the tax receivable agreement, and income taxes related to the earnings for the periods; provided, that, if the minimum amount of dividends eligible to be made hereunder would be $1.00 or less per Class A Share, then we expect to pay up to $1.00 per Class A Share (subject to appropriate adjustment in the event of any equity dividend, equity split, combination or other similar recapitalization with respect to the Class A Shares). During the Distribution Holiday, (i) we will only make distributions with respect to Group B Units, (ii) the performance thresholds of Group P Units and PSUs shall be adjusted to take into account performance and distributions during such period, and (iii) RSUs and certain RSAs will continue to receive dividend equivalents in respect of dividends or distributions paid on the Class A Shares. For certain executive managing directors, distributions on RSUs, as well as distributions counted in determining whether market performance conditions of Group P Units and PSUs are met, are limited to an aggregate amount not to exceed $4.00 per Group P Unit, PSU, RSU, or RSA, as applicable, cumulatively during the Distribution Holiday. Following the termination of the Distribution Holiday, Group A Units and Group E Units (whether vested or unvested) shall receive distributions even if such units have not been booked-up. See Note 13 in our Annual Report for additional information.

The declaration and payment of any distribution may be subject to legal, contractual or other restrictions. For example, as a Delaware corporation, the Registrant’s Board may only declare and pay dividends either out of its surplus (as defined in Delaware General Corporation Law) or in case there is no such surplus, out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. Our cash needs and payment obligations may fluctuate significantly from quarter to quarter, and we may have material unexpected expenses in any period. This may cause amounts available for distribution to significantly fluctuate from quarter to quarter or may reduce or eliminate such amounts.

Additionally, RSUs and certain RSAs outstanding accrue dividend equivalents equal to the dividend amounts paid on our Class A Shares. To date, these dividend equivalents have been awarded in the form of additional RSUs or RSAs, as applicable, which accrue additional dividend equivalents. The dividend equivalents will only be paid if the related RSUs/RSAs vest and will be settled at the same time as the underlying RSUs/RSAs. Our Board of Directors has the right to determine whether the RSUs and any related dividend equivalents will be settled in Class A Shares or in cash. We currently withhold shares to satisfy the tax withholding obligations related to vested RSUs/RSAs and dividend equivalents held by our employees, which results in the use of cash from operations or borrowings to satisfy these tax-withholding payments. In addition, certain RSAs and Class P Units may receive dividend equivalents in the form of additional RSAs or Class P Units, as applicable, upon satisfaction of certain market performance-based vesting requirements.

Historically, when we have paid dividends on our Class A Shares, we also made distributions to our executive managing directors on their interests in the Sculptor Operating Group, subject to the terms of the limited partnership agreements of the Sculptor Operating Partnerships; however, as part of the Recapitalization, the Sculptor Operating Partnerships initiated the Distribution Holiday. See Note 3 in our Annual Report for additional information regarding the Distribution Holiday.

Our cash distribution policy has certain risks and limitations, particularly with respect to our liquidity. Although we expect to pay distributions according to our policy, we may not make distributions according to our policy, or at all, if, among other things, we do not have the cash necessary to pay the distribution. Furthermore, by paying cash distributions rather than investing that cash in our businesses, we might risk slowing the pace of our growth, or not having a sufficient amount of cash to fund our obligations, operations, new investments or unanticipated capital expenditures, should the need arise. In such event, we may not be able to execute our business and growth strategy to the extent intended.

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On July 23, 2023, we entered into the Merger Agreement with entities affiliated with Rithm, which agreement was amended on October 12, 2023 and October 26, 2023. Pursuant to the Merger Agreement, we will not pay dividends with respect to periods ending June 30, 2023 or thereafter, while the Merger Agreement remains in effect. See Note 17 to the unaudited consolidated financial statements for more information regarding the Merger Agreement.

Risks to Our Liquidity

In the normal course of our funds’ life cycles, investors in our multi-strategy and certain open-end opportunistic credit funds have the right to redeem their interests following an initial lock up period, as discussed in the “Managing Business Performance” section, which could impact our liquidity and management fees. While we continuously make every effort to scale our operations so that management fees are sufficient to cover our fixed operating expenses, our management fees may not always cover these expenses. Additionally, in the event that a future contingent liability were to arise that exceeded our liquidity resources, we would need to rely on new sources of liquidity such as issuing additional equity or borrowing additional funds.

Any new borrowing arrangement that we may enter into may have covenants that impose additional limitations on us, including with respect to making distributions, entering into business transactions or other matters, and may result in increased interest expense. If we are unable to meet our debt obligations on terms that are favorable to us, our business may be adversely impacted. No assurance can be given that we will be able to issue new notes, enter into new credit facilities or issue equity or other securities in the future on attractive terms or at all.

Adverse market conditions, increase the risk that our management fees and incentive income may decline if net outflows increase or as a result of performance-related depreciation in our funds. Lower revenues and other factors may make it more difficult or costly to raise or borrow additional funds, and excessive borrowing costs or other significant market barriers may limit or prevent us from maximizing our growth potential and flexibility. We have also evaluated our financing arrangements to ensure compliance with debt covenants. Through the date of this filing, we remain in compliance with our debt covenants and expect to continue to be in compliance in the near term.

Our CLO risk retention financing arrangements are not subject to any financial maintenance covenants, but are subject to customary events of default and covenants included in financing arrangements of this type and also include terms that require our continued involvement with the CLOs. In addition to customary events of default included in financing arrangements of this type, the CLO Investments Loans may be accelerated to the extent there is an event of default (“EOD”) at the CLO level. Prior to the relevant CLO’s maturity date, this would include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as a payment default where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. For the repurchase agreements, in addition to customary events of default and covenants included in financing arrangements of this type, there are margin requirements that may cause us to post additional cash collateral; however, this is only triggered in the event of an EOD at the CLO level. Currently, we do not view any of the customary or CLO level EODs for these types of financing arrangements as a material risk. In particular, an EOD related to an interest payment default on the senior, non-deferrable interest notes of the type of cash flow CLOs that we manage has been unprecedented even during the credit crisis in 2008 and 2009.

On March 5, 2021, the UK Financial Conduct Authority announced that it would phase out LIBOR as a benchmark immediately after December 31, 2021, for sterling, euro, Japanese yen, Swiss franc and 1-week and 2-month U.S. Dollar settings and immediately after June 30, 2023, for the remaining U.S. Dollar settings. Since the initial announcement, we have taken the necessary steps to prepare for and mitigate the impacts of this transition, and will continue to monitor any regulatory changes in the interest rate benchmark landscape. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business—The replacement of LIBOR with an alternative reference rate, may adversely affect our collateralized loan obligation transactions” in our Annual Report for additional information.

Our Funds’ Liquidity and Capital Resources

Our funds have access to liquidity from our prime brokers and other counterparties. Additionally, our funds may have committed facilities in addition to regular financing from our counterparties. These sources of liquidity provide our funds with additional financing resources, allowing them to take advantage of opportunities in the global marketplace.

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Our funds’ current liquidity position could be adversely impacted by any substantial, unanticipated investor redemptions from our funds that are made within a short time period. As discussed above in the “Managing Business Performance” section, capital contributions from investors in our multi-strategy and open-end opportunistic credit funds generally are subject to initial lock-up periods of one to four years, except for certain multi-strategy fund investors who have the right to redeem their interests on a quarterly basis. Following the expiration of these lock-up periods, subject to certain limitations, investors may redeem capital generally on a quarterly, annual, or three-year basis upon giving 30 to 90 days’ prior written notice. These lock-ups and redemption notice periods help us to manage our liquidity position. Investors in our other funds are generally not allowed to redeem until the end of the life of the fund.

We also follow a rigorous risk management process and regularly monitor the liquidity of our funds’ portfolios in relation to economic and market factors and the timing of potential investor redemptions. As a result of this process, we may determine to reduce exposure or increase the liquidity of our funds’ portfolios at any time, whether in response to global economic and market conditions, redemption requests or otherwise. For these reasons, we believe we will be well prepared to address market conditions and redemption requests, as well as any other events, with limited impact on our funds’ liquidity position. Nevertheless, significant redemptions made during a single quarter, or in successive quarters, could adversely affect our funds’ liquidity position, as we may meet redemptions by using our funds’ available cash or selling assets (possibly at a loss). Such actions would result in lower AUM, which would reduce the amount of management fees and incentive income we may earn. Our funds could also meet redemption requests by increasing leverage, provided we are able to obtain financing on reasonable terms, if at all. We believe our funds have sufficient liquidity to meet any anticipated redemptions for the foreseeable future.

Liquidity of Consolidated SPAC

During second quarter of 2023, our consolidated SPAC was liquidated and its investments that were held in a trust account were liquidated to redeem the SPAC Class A shareholders.

Cash Flows Analysis

Operating Activities. Net cash from operating activities for the nine months ended September 30, 2023 and 2022 was $(54.2) million and $(324.5) million, respectively. Excluding the activity of our consolidated entities, our net cash from operating activities was $(52.4) million and $0.5 million for the nine months ended September 30, 2023 and 2022, respectively. Our net cash flows from operating activities are generally comprised of current-year management fees, the collection of incentive income earned during the fourth quarter of the previous year, interest income collected on our investments and bank deposits, less cash used for operating expenses, including interest paid on our debt obligations. Also contributing to cash from operating activities for the nine months ended September 30, 2022 were the investing activities of the structured alternative investment solution we consolidate.

Investing Activities. Net cash from investing activities for the nine months ended September 30, 2023 and 2022 was $200.0 million, and $(95.3) million, respectively. Excluding the activity of our consolidated entities, our net cash from investing activities was $(42.3) million and $139.8 million for nine months ended September 30, 2023 and 2022, respectively. Investing cash inflows in 2023 was primarily driven by the sale of the U.S. government obligations by our consolidated SPAC that was liquidated during the second quarter of 2023. Investing cash outflows in 2022 primarily related to purchases of U.S. Government obligations by us and our consolidated SPAC and investments made by us in our funds, partially offset by maturities and sales of U.S. government obligations and return of investments in our funds.

Financing Activities. Net cash from financing activities for the nine months ended September 30, 2023 and 2022 was $(242.3) million, and $200.0 million, respectively. Excluding the activity of our consolidated entities, our net cash from financing activities was $(0.1) million and $(15.7) million for the nine months ended September 30, 2023 and 2022, respectively. Net cash from financing activities is generally comprised of dividends paid to our Class A Shareholders, borrowings and repayments related to our debt obligations and those of our consolidated entities, repurchases of treasury shares, and proceeds from repurchase agreements used to finance risk retention investments in our CLOs. During the second quarter of 2023, our consolidated SPAC was liquidated, and as a result, it redeemed its Class A Shares. Additionally, our consolidated structured alternative investment solution issued $215.7 million of notes payable in 2022. These financing-related cash flows are of the consolidated entities and do not directly impact the cash flows related to our Class A Shareholders.

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In the nine months ended September 30, 2023 and September 30, 2022, we entered into repurchase agreements to finance a risk retention investment in our European CLOs of $13.3 million and $20.4 million, respectively. In the nine months ended September 30, 2023, we did not repurchase any Class A shares, compared to $28.2 million of repurchases of Class A shares in the nine months ended September 30, 2022, as a part of our share repurchase program.

We paid dividends of $6.5 million and $6.0 million to our Class A Shareholders in the nine months ended September 30, 2023, and nine months ended September 30, 2022, respectively. No distributions were made to our executive managing directors in the nine months ended September 30, 2023 or September 30, 2022, as a result of the Distribution Holiday.

Critical Accounting Estimates

Critical accounting estimates are those that require us to make significant judgments, estimates or assumptions that affect amounts reported in our financial statements or the notes thereto. We base our judgments, estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable and prudent. Actual results may differ materially from these estimates. See Note 2 to our consolidated financial statements included in our Annual Report for a description of our accounting policies. Set forth below is a summary of what we believe to be our most critical accounting policies and estimates.

Fair Value of Investments

The valuation of investments held by our funds is the most critical estimate made by management impacting our results. Pursuant to specialized accounting for investment companies under GAAP, investments held by the funds are carried at their estimated fair values. The valuation of investments held by our funds has a significant impact on our results, as our management fees and incentive income are generally determined based on the fair value of these investments.

GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value. Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the assets and liabilities. Assets and liabilities with readily available, actively quoted prices (Level I) or for which fair value can be measured from actively quoted prices (Level II) generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value than those measured using pricing inputs that are unobservable in the market (Level III). See Note 4 to our consolidated financial statements included in this report for additional information regarding fair value measurements.

As of September 30, 2023, the absolute values of our funds’ invested assets and liabilities (excluding the notes and loans payable of our securitization vehicles) were classified within the fair value hierarchy as follows: approximately 23% within Level I; approximately 49% within Level II; and approximately 28% within Level III. As of December 31, 2022, the absolute values of our funds’ invested assets and liabilities (excluding the notes and loans payable of our securitization vehicles) were classified within the fair value hierarchy as follows: approximately 31% within Level I; approximately 44% within Level II; and approximately 25% within Level III. The percentage of our funds’ assets and liabilities within the fair value hierarchy will fluctuate based on the investments made at any given time and such fluctuations could be significant. A portion of our funds’ Level III assets relate to Special Investments or other investments on which we do not earn any incentive income until such investments are sold or otherwise realized. Upon the sale or realization event of these assets, any realized profits are included in the calculation of incentive income for such year. Accordingly, the estimated fair value of our funds’ Level III assets may not have any relation to the amount of incentive income actually earned with respect to such assets.

Valuation of Investments. Fair value represents the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants as of the measurement date. The fair value of our funds’ investments is based on observable market prices when available. We, as the investment manager of our funds, determine the fair value of investments that are not actively traded on a recognized securities exchange or otherwise lack a readily ascertainable market value. The methods and procedures to value these investments may include the following: performing comparisons with prices of comparable or similar securities; obtaining valuation-related information from the issuers; calculating the present value of future cash flows; assessing other analytical data and information relating to the investment that is an indication of value; obtaining information provided by third parties; and evaluating financial information provided by the management of these investments.

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Significant judgment and estimation go into the assumptions that drive our valuation methodologies and procedures for assets that are not actively traded on a recognized securities exchange or otherwise lack a readily ascertainable market value. The valuation of investments can be more difficult when severe economic and market shocks occur. The COVID-19 pandemic is an example of such a shock. The actual amounts ultimately realized could differ materially from the values estimated based on the use of these methodologies. Realizations at values significantly lower than the values at which investments have been reflected could result in losses at the fund level and a decline in future management fees and incentive income. Such situations may also negatively impact fund investor perception of our valuation policies and procedures, which could result in redemptions and difficulties in raising additional capital.

We have established an internal control infrastructure over the valuation of financial instruments that includes ongoing oversight by our Valuation Controls Group and Valuation Committee, as well as periodic audits by our Internal Audit function. These management control functions are segregated from the trading and investing functions.

The Valuation Committee is responsible for establishing the valuation policy and monitors compliance with the policy, ensuring that all of the funds’ investments reflect fair value, as well as providing oversight of the valuation process. The valuation policy includes, but is not limited to the following: determining the pricing sources used to value specific investment classes; the selection of independent pricing services; performing due diligence of independent pricing services; and the classification of investments within the fair value hierarchy. The Valuation Committee reviews a variety of reports on a monthly basis, which include the following: summaries of the sources used to determine the value of the funds’ investments; summaries of the fair value hierarchy of the funds’ investments; methodology changes and variance reports that compare the values of investments to independent pricing services. The Valuation Committee is independent from the investment professionals and may obtain input from investment professionals for consideration in carrying out its responsibilities.

The Valuation Committee has assigned the responsibility of performing price verification and related quality controls in accordance with the valuation policy to the Valuation Controls Group. The Valuation Controls Group’s other responsibilities include the following: overseeing the collection and evaluation of counterparty prices, broker-dealer quotations, exchange prices and pricing information provided by independent pricing services. Additionally, the Valuation Controls Group is responsible for performing back testing by comparing prices observed in executed transactions to valuations provided by independent pricing service providers on a monthly basis; performing stale pricing analysis on a monthly basis; performing due diligence reviews on independent pricing services on an annual basis; and recommending changes in valuation policies to the Valuation Committee. The Valuation Controls Group also verifies that indicative broker quotations used to value certain investments are representative of fair value through procedures such as comparison to independent pricing services, back testing procedures, review of stale pricing reports and performance of other due diligence procedures as may be deemed necessary.

Investment professionals and members of the Valuation Controls Group review a daily profit and loss report, as well as other periodic reports that analyze the profit and loss and related asset class exposure of the funds’ investments.

The Internal Audit function employs a risk-based program of audit coverage that is designed to provide an assessment of the design and effectiveness of controls over our operations, regulatory compliance, valuation of financial instruments and reporting. Additionally, the Internal Audit function meets periodically with management and the Audit Committee of our Board of Directors to evaluate and provide guidance on the existing risk framework and control environment assessments.

For information regarding the impact that the fair value measurement of AUM has on our results, please see “Part I—Item 3. Quantitative and Qualitative Disclosures About Market Risk.”

Recognition of Incentive Income

The determination of whether to recognize incentive income under GAAP requires a significant amount of judgment regarding whether it is probable that a significant revenue reversal of incentive income that we are potentially entitled to as of a point in time will not occur in future periods, which would preclude the recognition of such amounts as incentive income. Management considers a variety of factors when evaluating whether the recognition of incentive income is appropriate, including: the performance of the fund, whether we have received or are entitled to receive incentive income distributions and whether such amounts are restricted, the investment period and expected term of the fund, where the fund is in its life-cycle, the volatility and liquidity of investments held by the fund, our team’s experience with similar investments and potential sales of investments within

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the fund. Management continuously evaluates whether there are additional considerations that could potentially impact the recognition of incentive income and notes that the recognition, and potential reversal, of incentive income is subject to potentially significant variability due to changes to the aforementioned considerations. See Note 11 for details on amounts recognized and deferred for incentive income.

Variable Interest Entities

The determination of whether or not to consolidate a variable interest entity under GAAP requires a significant amount of judgment concerning the degree of control over an entity by its holders of variable interests. To make these judgments, management conducts an analysis, on a case-by-case basis, of whether we are the primary beneficiary and are therefore required to consolidate the entity. Management continually reconsiders whether we should consolidate a variable interest entity. Upon the occurrence of certain events, such as investor redemptions or modifications to fund organizational documents and investment management agreements, management will reconsider its conclusion regarding the status of an entity as a variable interest entity.

Income Taxes

We use the asset and liability method of accounting for deferred income taxes. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is established when management believes it is more likely than not that a deferred income tax asset will not be realized.

The majority of our deferred income tax assets relate to the goodwill and other intangible assets deductible for tax purposes by Sculptor Corp that arose in connection with the purchase of Group A Units with proceeds from the 2007 Offerings, subsequent exchanges of Group A Units for Class A Shares and subsequent payments made under the tax receivable agreement, in addition to any related net operating loss carryforward. In accordance with relevant provisions of the Code, we expect to take these goodwill and other intangible deductions over the 15-year period following the 2007 Offerings and subsequent exchanges, as well as an additional 20-year loss carryforward period available to us for net operating losses generated prior to 2018 and indefinite carryforward period for net operating losses generated beginning in 2018, in order to fully realize the deferred income tax assets. Our analysis of whether we expect to have sufficient future taxable income to realize these deductions is based solely on estimates over this period.

Sculptor Corp generated taxable income of $34.7 million for the nine months ended September 30, 2023, before taking into account deductions related to the amortization of the goodwill and other intangible assets. We determined that we would need to generate taxable income of at least $778.7 million over the remaining one-year weighted-average amortization period, as well as an additional 20-year loss carryforward period available for expiring losses, in order to fully realize the deferred income tax assets. Using the estimates and assumptions discussed below, we expect to generate sufficient taxable income over the remaining amortization and loss carryforward periods available to us in order to fully realize the deferred income tax assets.

To generate $778.7 million in taxable income over the remaining amortization and loss carryforward periods available to us, we estimated that, based on estimated AUM of $33.6 billion as of October 1, 2023, we would need to generate a minimum compound annual growth rate in AUM of less than 3% over the period for which the taxable income estimate relates to fully realize the deferred income tax assets, assuming no performance-related growth, and therefore no incentive income. The assumed nature and amount of this estimated growth rate are not based on historical results or current expectations of future growth; however, the other assumptions underlying the taxable income estimates, are based on our near-term operating budget. If our actual growth rate in AUM falls below this minimum threshold for any extended time during the period for which these estimates relate and we do not otherwise experience offsetting growth rates in other periods, we may not generate taxable income sufficient to realize the deferred income tax assets and may need to record a valuation allowance.

Management regularly reviews the model used to generate the estimates, including the underlying assumptions. If it determines that a valuation allowance is required for any reason, the amount would be determined based on the relevant circumstances at that time. To the extent we record a valuation allowance against our deferred income tax assets related to the goodwill and other intangible assets, we would record a corresponding decrease in the liability under the tax receivable agreement equal to approximately 69% of such amount; therefore, our consolidated net income (loss) would only be impacted by 31% of any valuation allowance recorded against the deferred income tax assets.

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Actual taxable income may differ from the estimate described above, which was prepared solely for determining whether we currently expect to have sufficient future taxable income to realize the deferred income tax assets. Furthermore, actual or estimated future taxable income may be materially impacted by significant changes in AUM, whether as a result of fund investment performance or fund investor contributions or redemptions, significant changes to the assumptions underlying our estimates, future changes in income tax law, state income tax apportionment or other factors.

As of September 30, 2023, we had $243.0 million of net operating losses available to offset future taxable income for federal income tax purposes that will expire between 2030 and 2037, and $252.4 million of net operating losses available to be carried forward without expiration. Additionally, $217.6 million of net operating losses are available to offset future taxable income for state income tax purposes and $213.8 million for local income tax purposes that will expire between 2035 and 2042.

Based on the analysis set forth above, as of September 30, 2023, we have determined that it is not necessary to record a valuation allowance with respect to our deferred income tax assets related to the goodwill and other intangible assets deductible for tax purposes, and any related net operating loss carryforward. However, we have determined that we may not realize certain foreign income tax credits and accordingly, a valuation allowance of $4.7 million has been established for these items.

Impact of Recently Adopted Accounting Pronouncements on Recent and Future Trends

No changes to GAAP that went into effect during the nine months ended September 30, 2023, are expected to substantively impact our future trends.

Expected Impact of Future Adoption of New Accounting Pronouncements on Future Trends

None of the changes to GAAP that have been issued but that we have not yet adopted are expected to substantively impact our future trends.

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Economic Income Reconciliations

The tables below present the reconciliations of total Economic Income and its components to the respective GAAP measures for the periods presented in this MD&A:

	Three Months Ended September 30,
	2023		2022
	(dollars in thousands)
Net Loss Attributable to Class A Shareholders—GAAP	$	(31,113)	$	(22,518)
Change in redemption value of redeemable noncontrolling interests	—		(174)
Net Loss Allocated to Sculptor Capital Management, Inc.—GAAP	(31,113)		(22,692)
Equity-based compensation, net of RSUs settled in cash	16,175		21,017
Deferred cash compensation	5,921		5,240
Incentive income profit sharing	(999)		(62)
2020 Term Loan and Debt Securities non-cash interest expense accretion	266		263
Depreciation, amortization and net gains and losses on fixed assets	1,007		1,117
Changes in fair value of warrant liabilities	9,717		2,386
Changes in tax receivable agreement liability	(225)		14
Net (gains) losses on investments	(7,051)		2,989
Other adjustments	1,245		90
Income taxes	(280)		227
Net loss allocated to noncontrolling interests	(7,349)		(9,410)
Net income attributable to redeemable noncontrolling interests	—		1,492
Consolidated entities related items:
Income of consolidated entities	23		(1,453)
Expenses of consolidated entities	229		1,031
Net losses of consolidated entities	9,440		3,498
Economic Income—Non-GAAP	$	(2,994)	$	5,747

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	Nine Months Ended September 30,
	2023		2022
	(dollars in thousands)
Net Loss Attributable to Class A Shareholders—GAAP	$	(18,967)	$	(13,688)
Change in redemption value of redeemable noncontrolling interests	(6,826)		(3,939)
Net Loss Allocated to Sculptor Capital Management, Inc.—GAAP	(25,793)		(17,627)
Equity-based compensation, net of RSUs settled in cash	43,651		64,558
Deferred cash compensation	19,207		21,550
Incentive income profit sharing	(4,815)		407
2020 Term Loan non-cash discount accretion	769		763
Depreciation, amortization and net gains and losses on fixed assets	3,085		3,815
Changes in fair value of warrant liabilities	9,977		(40,690)
Changes in tax receivable agreement liability	302		(206)
Net (gains) losses on investments	(17,187)		39,171
Other adjustments	1,049		(60)
Income taxes	11,277		(720)
Net loss allocated to noncontrolling interests	(23,376)		(15,837)
Net income attributable to redeemable noncontrolling interests	3,350		5,257
Consolidated entities related items:
Income of consolidated entities	(4,535)		(1,603)
Expenses of consolidated entities	2,080		2,943
Net (gains) losses of consolidated entities	(303)		5,792
Economic Income—Non-GAAP	$	18,738	$	67,513

Economic Income Revenues

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Management fees—GAAP	$	60,194	$	66,236	$	186,344	$	211,443
Adjustment to management fees(1)(2)	(4,056)		(5,011)		(12,177)		(16,148)
Management Fees—Economic Income Basis—Non-GAAP	56,138		61,225		174,167		195,295
Incentive income—GAAP	17,801		7,566		62,383		73,788
Adjustment to incentive income(2)	—		—		48		(73)
Incentive Income—Economic Income Basis— Non-GAAP	17,801		7,566		62,431		73,715
Other revenues—GAAP	7,683		3,576		20,931		8,526
Adjustment to other revenues(3)	(1,146)		(917)		(3,113)		(2,823)
Other Revenues—Economic Income Basis—Non-GAAP	6,537		2,659		17,818		5,703
Total Revenues—Economic Income Basis—Non-GAAP	$	80,476	$	71,450	$	254,416	$	274,713

_______________

(1)Adjustment to present management fees net of recurring placement and related service fees, as management considers these fees a reduction in management fees, not an expense.

(2)Adjustment to exclude the related eliminations of management fees and incentive income, as management reviews the total amount of management fees and incentive income earned in relation to total AUM and fund performance.

(3)Adjustment to offset rent expense by subrental income as management evaluates rent expense on a net basis.

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Economic Income Expenses

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Compensation and benefits—GAAP	$	62,081	$	67,130	$	188,187	$	224,658
Adjustment to compensation and benefits(1)	(21,097)		(26,195)		(58,043)		(86,515)
Compensation and Benefits—Economic Income Basis—Non-GAAP	$	40,984	$	40,935	$	130,144	$	138,143
Interest expense—GAAP	$	6,712	$	3,876	$	18,462	$	10,588
Adjustment to interest expense(2)	(266)		(263)		(769)		(763)
Interest Expense—Economic Income Basis—Non-GAAP	$	6,446	$	3,613	$	17,693	$	9,825
General, administrative and other expenses—GAAP	$	42,088	$	28,290	$	105,811	$	82,031
Adjustment to general, administrative and other expenses(3)	(6,047)		(7,043)		(17,970)		(22,799)
General, Administrative and Other Expenses—Economic Income Basis—Non-GAAP	$	36,041	$	21,247	$	87,841	$	59,232

_______________

(1)Adjustment to exclude equity-based compensation, net of cash settled RSUs. When the number of RSUs to be settled in cash is discretionary at the time of the grant, then the fair value of RSUs that are settled in cash is included as an expense at the time of settlement. When the number of RSUs to be settled in cash is certain on the grant date, then the expense is recognized during the performance period to which the award relates. In addition, expenses related to incentive income profit-sharing arrangements are generally recognized at the same time the related incentive income revenue is recognized, as management reviews the total compensation expense related to these arrangements in relation to any incentive income earned from the relevant fund. For Economic income deferred cash compensation is expensed in full during the performance period to which the award relates to, rather than over the service period for GAAP as management views the compensation expense impact in relation to the performance period.

(2)Adjustment to exclude amounts related to non-cash interest expense accretion on debt. The 2020 Term Loan and the Debt Securities, which were issued in connection with the Recapitalization, were each recognized at a significant discount, as proceeds from each borrowing were allocated to warrant liabilities and the 2019 Preferred Units, respectively, resulting in non-cash accretion to par over time through interest expense for GAAP. The Debt Securities and the 2019 Preferred Units were fully redeemed in 2020. Management excludes this non-cash expense from Economic Income, as it does not consider it to be reflective of our economic borrowing costs.

(3)Adjustment to exclude depreciation, amortization, and losses on fixed assets, as management does not consider these items to be reflective of our operating performance. Impairment of right-of-use lease assets is excluded from Economic Income at the time the impairment is recognized for GAAP and the impact is then amortized over the lease term for Economic Income, as management evaluates impairment expenses over the life of the related lease asset and considers the impairment charge to be nonrecurring in nature. Additionally, rent expense is offset by subrental income as management evaluates rent expenses on a net basis. Further, recurring placement and related service fees are excluded, as management considers these fees a reduction in management fees, not an expense.

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Distribution Holiday Economic Income Reconciliation

The table below presents the reconciliation of Distribution Holiday Economic Income to net income (loss) attributable to Class A Shareholders from October 1, 2018, to September 30, 2023.

	From October 1, 2018 to September 30, 2023
	(dollars in thousands)
Net income attributable to Class A shareholders	$	181,539
Change in redemption value of redeemable noncontrolling interests and Preferred Units	(22,516)
Net Income Allocated to Sculptor Capital Management, Inc.—GAAP	159,023
Equity-based compensation, net of RSUs settled in cash	374,716
Deferred cash compensation	(356)
Incentive income profit sharing	(13,440)
2020 Term Loan and Debt Securities non-cash discount accretion	21,774
Depreciation, amortization and net gains and losses on fixed assets	35,187
Changes in fair value of warrant liabilities	3,861
Changes in tax receivable agreement liability	16,366
Net losses on retirement of debt	41,584
Net gains on investments	(7,721)
Impairment of right-of-use asset	11,240
Other adjustments	4,878
Income taxes	140,270
Net loss allocated to noncontrolling interests	(108,700)
Net income attributable to redeemable noncontrolling interests	17,962
Less: Dividends paid on 2019 Preferred Units	(6,952)
Less: Dividends to Class A Shareholders declared with respect to such periods	(128,117)
Consolidated entities related items:
Income of consolidated entities	(23,626)
Expenses of consolidated entities	8,659
Net gains of consolidated entities	(1,053)
Distribution Holiday Economic Income—Non-GAAP	$	545,555

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our predominant exposure to market risk is related to our role as general partner or investment manager for the funds, and the sensitivities to movements in the fair value of their investments that may adversely affect our management fees and incentive income. Our risk management committee is responsible for monitoring and providing oversight over various risks that may arise in the course of our business including market risks, counterparty, geopolitical and operational risks, in addition to traditional portfolio risk management.

The quantitative information provided in this section was prepared using estimates and assumptions that management believes are reasonable to provide an indication of the directional impact that a hypothetical adverse movement in certain risks would have on net income attributable to Class A Shareholders. The actual impact of a hypothetical adverse movement in these risks could be materially different from the amounts shown below.

Management of Market Risk

Risk management is highly integrated with our investment process and the operations of our business. Our approach to

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investing and managing risk is based on (i) proactive risk management, (ii) preservation of capital, (iii) dynamic capital allocation and (iv) expertise across strategies and geographies. We constantly monitor risk and have instituted a formal and consistent process to disseminate information, conduct informed debate, and take proactive or responsive action across our portfolios. In addition to our formalized process, we conduct custom studies and optimizations for various groups on an as-needed, ad hoc basis such as bespoke hedge solutions, pre-trade what-if analysis, and portfolio rebalance alternatives. Our goal is to preserve capital during periods of market decline and generate competitive investment performance in rising markets. We use sophisticated risk tools and active portfolio management to govern exposures to market and other risk factors. We adhere strictly to each fund’s mandate and provisions with respect to leverage. We are knowledgeable about the risks of fund leverage, respectful of its limits, and judicious in our application. We allocate to individual investments based on a thorough analysis of the risk/reward for each opportunity under consideration and the investment objectives for each of our funds. When managing our funds’ exposure to market risks, we may from time to time use hedging strategies and various forms of derivative instruments to limit the funds’ exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing interest rates, currency exchange rates and commodity prices.

Changes in Fair Value

Fair value of the financial assets and liabilities of our funds may fluctuate in response to changes in the value of investments, foreign currency exchange rates, commodity prices, and interest rates, among other factors. The fair value changes in the financial assets and liabilities of our funds may affect the amount of our AUM and may impact the amount of management fees and incentive income we may earn from the funds.

The amount of our AUM in our multi-strategy and opportunistic credit funds is generally based on net asset value (plus unfunded commitments in certain cases). A 10% change in the fair value of the net assets held by our funds as of September 30, 2023 and December 31, 2022, would have resulted in changes of approximately $1.3 billion and $1.5 billion, respectively, in AUM. AUM for our real estate funds and securitization vehicles is generally not based on net asset value.

Additionally, we carry the following financial instruments at fair value: risk retention investments in certain of our CLOs, investments in U.S. government obligations, investments of our consolidated entities, warrants issued by us and our consolidated entity, and notes payable of a consolidated entity. A hypothetical 10% change in the fair value of these instruments would have a corresponding impact on our earnings. Refer to Note 4 of our consolidated financial statements included in this quarterly report for additional details on how we report the changes in fair value of these instruments.

Impact on Management Fees

Management fees for our multi-strategy and opportunistic credit funds are generally based on the net asset value of those funds. Accordingly, management fees will generally change in proportion to changes in the fair value of investments held by these funds. Management fees for our real estate funds and securitization vehicles are not based on net asset value; therefore, management fees are not directly impacted by changes in the fair value of investments held by those funds.

A hypothetical 10% decline in the fair value of the net assets held by our funds would have resulted in a reduction of management fees by approximately $12.4 million in the nine months ended September 30, 2023 and $14.7 million in the nine months ended September 30, 2022.

Impact on Incentive Income

Incentive income for our funds is generally based on a percentage of profits generated by our funds over a commitment period, which is impacted by global market conditions and other factors. Major factors that influence the degree of impact include how the investments held by our funds are impacted by changes in the market and the extent to which any hurdle rates or high-water marks impact our ability to earn incentive income. Consequently, incentive income cannot be readily predicted or estimated.

A 10% change in the fair value of the net assets held by our funds as of the end of any year could significantly affect our incentive income. We do not earn incentive income on unrealized gains attributable to Special Investments and certain other investments, and therefore a change in the fair value of those investments would have no effect on incentive income until such investments are sold or otherwise realized.

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Exchange Rate Risk

Changes in currency rates will impact the carrying value of financial instruments denominated in currencies other than the U.S. dollar. We hold certain cash and risk retention investments in the European CLOs as well as related financing (CLO Investments Loans and repurchase agreements) denominated in non-U.S. dollar currencies, which may be affected by movements in the rate of exchange between the U.S. dollar and foreign currencies. Additionally, a portion of our operating expenses and management fees are denominated in non-U.S. dollar currencies. We manage our exposure to exchange rate risks through our regular operating activities, wherein we may align foreign currency payments and receipts, and when appropriate, through the use of derivative financial instruments to hedge certain foreign currency exposure, although the impact of these were not material in 2023 and 2022.

We estimate that as of September 30, 2023 and 2022, a hypothetical 10% weakening or strengthening of the U.S. dollar against all foreign currency rates would not have a material direct impact on our revenues, net income attributable to Class A Shareholders or Economic Income. The impact on cash flows from financial instruments would be insignificant.

Our investment funds hold investments that are denominated in non-U.S. dollar currencies that may be affected by movement in the rate of exchange between the U.S. dollar and non-U.S. dollar currencies. The funds may seek to hedge resulting currency exposure through borrowings in foreign currencies or through the use of derivative financial instruments.

Interest Rate Risk

Borrowings under the 2020 Term Loan and our investments in CLOs accrue interest at variable rates. Interest rate changes may therefore affect the amount of our interest payments, future earnings and cash flows. We estimate that as of September 30, 2023 and 2022, a hypothetical one percentage increase or decrease in variable interest rates would not have a material direct impact on our annual interest income, interest expense, net income attributable to Class A Shareholders or Economic Income.

Our investment funds hold investments that may be affected by changes in interest rates. A material increase in interest rates would be expected to negatively affect valuation of investments that accrue interest at fixed rates. The actual impact would be dependent upon the average duration of fixed income holdings at the time and may be partially offset by the use of derivative financial instruments and higher interest income on variable rate securities, which would be expected to benefit as these securities would generate higher levels of current income. For funds that pay management fees based on net asset value, we estimate that our management fees would change proportionally with such increases or decreases in net asset value.

Credit Risk

Credit risk is the risk that counterparties or debt issuers may fail to fulfill their obligations or that the collateral value may become inadequate to cover our exposure. We manage credit risk by monitoring the credit exposure to and the creditworthiness of counterparties, requiring additional collateral where appropriate.

Item 4. Controls and Procedures

Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of September 30, 2023, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and

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operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and were operating at a reasonable assurance level.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act, that occurred in the third quarter of 2023 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time involved in litigation and claims incidental to the conduct of our business. Like other businesses in our industry, we are subject to extensive scrutiny by regulatory agencies globally that have, or may in the future have, regulatory authority over us and our business activities. This has resulted in, or may in the future result in, regulatory agency investigations, litigation and subpoenas, and related sanctions and costs. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business—Regulatory changes in jurisdictions outside the U.S. could adversely affect our business” in our Annual Report. See Note 16 to our consolidated financial statements included in this report for additional information.

Disclosure Complaints

As of November 6, 2023, the Company has received (i) four demand letters from purported stockholders of the Company claiming that the preliminary proxy statement filed on August 21, 2023 contained material misstatements and omissions with respect to the discussion of the Mergers and (ii) seven demand letters from purported stockholders of the Company claiming that the Original Proxy Statement or the Second Supplement contained material misstatements and omissions with respect to the discussion of the Mergers. In addition, lawsuits have been filed by purported stockholders of the Company making similar allegations with respect to the preliminary proxy: Yale David v. Sculptor Capital Management, Inc. et al., No. 23-cv-07921 (S.D.N.Y. September 7, 2023); Edward Edgerton v. Sculptor Capital Management, Inc., et al. No. 23-cv-07999 (S.D.N.Y. September 11, 2023) (together, the “Disclosure Complaints”).

Beauchemin Action

On September 11, 2023, stockholder Gilles Beauchemin filed a purported class action against the Company and each of the Company’s directors in the Court of Chancery of the State of Delaware, captioned Gilles Beauchemin v. Marcy Engel, et al., No. 2023-0921- (Del. Ch. September 11, 2023) (the “Beauchemin Action”). The Beauchemin Action alleges, among other things, that the Board and Special Committee violated their fiduciary duties in connection with the Mergers. The Beauchemin Action seeks, among other things, injunctive relief. Along with his September 11 complaint, the plaintiff in the Beauchemin Action filed a motion for a preliminary injunction, and a motion to expedite seeking expedited relief from the court. On September 25, 2023, plaintiff in the Beauchemin Action served requests for production on the defendants and issued subpoenas to certain advisors of the Company and the Special Committee and Saba Capital Management, LP. On September 26, 2023, the Court held argument on the motion to expedite, during which it denied the motion without prejudice on the grounds that it was premature given the ongoing nature of the Special Committee’s deliberations. The Court ordered the parties to negotiate a plan for expedited discovery in the event it ordered such discovery at a later date. On October 15, the plaintiff in the Beauchemin Action filed an amended complaint. A hearing in the matter is scheduled for November 14, 2023. The Company, Board and Special Committee believe that the allegations set forth in the Beauchemin Action are without merit and intend to oppose the request to enjoin the Special Meeting.

Former EMD Group Action

On October 17, 2023, stockholders and former Executive Managing Directors Daniel S. Och, Harold A. Kelly, Jr., Richard Lyon, James O’Connor, and Zoltan Varga (the “Former EMD Group’’) filed a purported class action complaint on behalf of themselves and purportedly all other similarly situated stockholders of the Company against Marcy Engel, Bharath Srikrishnan, Charmel Maynard, David Bonanno, James Levin, Wayne Cohen, 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, Calder Sub III, LP, and Rithm Capital Corp. in the Court of Chancery of the State of Delaware, captioned Och, et al. v. Engel, et al., C.A. No. 2023-1043-SG (the “Former EMD Group Action”). The complaint in the Former EMD Group Action alleges, among other things, that the Board and Special Committee violated their fiduciary duties in connection with the Mergers. The Former EMD Group complaint sought, among other things, injunctive relief.

On October 20, 2023, the parties in the Beauchemin Action and the Former EMD Group Action jointly filed a proposed stipulation coordinating and consolidating the two proceedings in connection with discovery and a preliminary injunction hearing on November 9, 2023. The Court ordered the stipulation coordinating and consolidating the two proceedings on October 23, 2023.

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On October 27, 2023, Rithm filed a letter with the Court, providing an update regarding the Founder EMD Group’s agreement to vote their shares in favor of a revised merger agreement between Rithm and the Company and seeking the Court’s approval to enter a stipulation and proposed order withdrawing the claims in the Former EMD Group Action with prejudice as to the Former EMD Group. The stipulation provides that stockholder Gilles Beauchemin will continue to represent the putative class in the consolidated action, including with respect to the preliminary injunction hearing.

On October 29, 2023, the plaintiff in the Beauchemin Action filed a consolidated amended complaint, adding the Former EMD Group as defendants, alleging that they breached duties to the class in connection with their settlement, and Rithm as a defendant, alleging it aided and abetted the former EMD Group’s breach of duties. The Company, Board and Special Committee believe that the allegations set forth in the Beauchemin Action are without merit and intend to oppose the request to enjoin the Special Meeting.

Section 220 Demands

The Company has also received four books and records demands pursuant to 8 Del. C. § 220 (the “Section 220 Demands”), including one submitted by the Former EMD Group, seeking, among other things, meeting minutes concerning the Mergers or any strategic alternatives, all materials considered by the Board and Special Committee in connection with its consideration of the Mergers or any strategic alternatives, and communications from the Board, the Special Committee, and the Company’s management related to the same. The Company received the fourth Section 220 Demand on October 9, 2023. The Company has sent a letter objecting to each of the four Section 220 Demands. The Company has commenced production in response to three of the demands, and will produce additional records in response to the Section 220 Demands as deemed appropriate. The Company has entered into an NDA with three of the Section 220 shareholders, which governs the treatment of all materials produced in response to the Section 220 Demands. On October 27, 2023, the Former EMD Group agreed to withdraw its Section 220 Demand.

Class E Unitholder Action

On November 1, 2023, former executive managing directors and holders of LP Class E Units Akhil Mago, David Becker, Andrew Frank, and Nathaniel Ewing filed an action against the Company in the Supreme Court of the State of New York, captioned Akhil Mago et al. v. Sculptor Capital Management et al. (N.Y. Sup. Ct. Nov. 1, 2023) (the “Class E Unitholder’s Complaint”), along with an order to show cause why the Court should not issue an order preliminarily enjoining the Company from holding the Special Meeting on November 16, 2023. The Class E Unitholders’ Complaint alleges that the proposed cancellation of the LP Class E Units contemplated by the transactions without the consent of the Class E Unitholders violates the terms of the limited partnership agreements of the Operating Partnerships. It seeks a declaration that the consummation of the transactions without the consent of the Class E Unitholders constitutes a breach of those agreements, and an injunction precluding the Company from consummating the transactions. The Company believes that the allegations set forth in the Class E Unitholders’ Complaint are without merit and intends to oppose the request to enjoin the Special Meeting. On November 14, 2023, the Court will hear oral argument on the Class E Unitholders’ request for a preliminary injunction.

Item 1A. Risk Factors

There have been no material changes from the risk factors disclosed in Part I, Item 1A "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 other than as disclosed in Item 1A. “Risk Factors” included in our Quarterly Report on Form 10-Q for the period ended June 30, 2023, which is incorporated herein by reference, and the following:

Any legal proceedings filed against us in connection with the Merger could delay or prevent the completion of the Mergers.

Transactions such as the Mergers often give rise to lawsuits by shareholders or other third parties. In connection with the Mergers, plaintiffs have and may continue to file lawsuits against us and/or our directors and officers in connection with the Mergers. We are currently subject to a number of litigation matters and demands in connection with the proposed Mergers as described in Item 1 “Legal Proceedings”. Such legal proceedings and demands, or other similar matters, could prevent or delay the completion of the Mergers and result in substantial additional costs, including costs associated with indemnification of directors, and may require our management team to devote significant time and resources in an effort to address the consequences of these

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and other litigation matters, any of which could materially adversely affect our funds, business, financial condition and results of operations. If closing of the Mergers is delayed as a result of such legal proceedings, or any other reason, then we may be unable to satisfy certain conditions to closing. Specifically, consummation of the proposed Mergers is subject to the satisfaction or waiver of, among other things, the receipt of consent of investment funds or other vehicles managed by us and our subsidiaries representing at least 85% of such parties’ run rate revenue to the “assignment” (as defined in the Investment Advisers Act of 1940) of their client contracts, provided that Rithm has agreed to waive such condition, solely to the extent the closing of the Mergers occurs on or prior to November 17, 2023. While, as of this date of this report, we have obtained necessary client consents to satisfy this condition, if the closing of the Mergers is delayed, clients may withdraw consents or redeem assets, which could cause us to be unable to satisfy such condition. If such condition is not waived, we may be unable to satisfy such condition to closing, which could have a material adverse effect on our business, financial condition, results of operations and stock price. In addition, if any lawsuit is successful in obtaining an injunction prohibiting us or Rithm from consummating the Mergers on the agreed upon terms, the injunction may prevent the Mergers from being completed within the expected timeframe, or at all, which could have a material adverse effect on our business, financial condition, results of operations and stock price. The Company would face significant risks as a standalone company. If the Rithm transaction does not close, there is a material risk of significant client redemptions and employee attrition jeopardizing the business.

If any third party pursues a competing transaction with us, the continued publicity and uncertainty regarding the Mergers that would result could cause a loss of clients and employees, which could have a material adverse effect on the Company and could, in certain circumstances, result in the failure of the conditions to closing of the Mergers to be satisfied, which could result in the Company being unable to consummate the Mergers. In the event that the Company is unable to consummate the Mergers and is unable to reach agreement with a third party on the terms of an alternative transaction, the business, operations and prospects of the Company could be materially and adversely affected and the Company’s stock price could decline materially.

The Special Committee may continue to receive non-binding proposals from third parties seeking to acquire the Company. For example, the Special Committee received non-binding proposals from a consortium of bidders led by Boaz Weinstein, as previously disclosed (the “Consortium”) relating to a potential transaction, and may in the future continue to receive proposals from the Consortium or other third parties. Engagement with third parties may create uncertainty with respect to the Mergers and could adversely impact our relationships with our clients and prospective clients as well as our employees. Such actions could materially adversely affect our funds, business, financial condition and results of operations and may require our management team to devote significant time and resources, which could further materially adversely affect our business, financial condition and results of operations.

If the Special Committee continues to receive non-binding proposals from third parties, including the Consortium, engagement with such third parties may prevent the Company from completing the Mergers within the expected timeframe or at all. In the event that the Company is unable to consummate the Mergers and is unable to reach an alternative agreement with a third party, the Company would face significant risks as a standalone company. If the Rithm transaction does not close, there is a material risk of significant client redemptions and employee attrition jeopardizing the business.

Further, the Merger Agreement also provides that the Merger Agreement may be terminated by us or Rithm under certain circumstances, and in certain specified circumstances upon termination of the Merger Agreement we will be required to pay Rithm a termination fee of approximately $22.4 million. If we are required to make this payment, doing so could materially adversely affect our business, financial condition, results of operations or cash flows.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

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Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three months ended September 30, 2023, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit
No. Description

2.1*	Agreement and Plan of Merger, dated as of July 23, 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.
3.1*	Amended and Restated By-Laws of Sculptor Capital Management, Inc., as amended by Amendment No. 1 dated as of July 23, 2023.
31.1*	Certificate of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
31.2*	Certificate of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) under the Securities Exchange Act of 1934.
32.1*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	The following financial information from the Quarterly Report on Form 10-Q for the three months ended September 30, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Changes in Shareholders’ Equity (Deficit); (v) Consolidated Statements of Cash Flows; and (vi) Notes to Consolidated Financial Statements.
104*	Cover Page Interactive Data File (formatted as iXBRL and contained in Exhibit 101)
*	Filed herewith

94

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 8, 2023

SCULPTOR CAPITAL MANAGEMENT, INC.
By:	/s/ Dava Ritchea
	Dava Ritchea
	Chief Financial Officer and Executive Managing Director

95

EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

RITHM CAPITAL CORP.,

CALDER SUB, INC.,

CALDER SUB I, LP,

CALDER SUB II, LP,

CALDER SUB III, LP,

SCULPTOR CAPITAL LP,

SCULPTOR CAPITAL ADVISORS LP,

SCULPTOR CAPITAL ADVISORS II LP

AND

SCULPTOR CAPITAL MANAGEMENT, INC.

JULY 23, 2023

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			3
Section 1.01	Definitions		3
Section 1.02	Definitional and Interpretative Provisions		23
ARTICLE II THE TRANSACTION			25
Section 2.01	The Closing		25
Section 2.02	The Mergers		25
ARTICLE III CONVERSION OF SECURITIES			27
Section 3.01	Effect of Public Merger on Capital Stock		27
Section 3.02	Effect of LP Mergers on Operating Partnership Units		29
Section 3.03	Surrender and Payment		31
Section 3.04	Lost Certificates		35
Section 3.05	Withholding Rights		35
Section 3.06	Treatment of Company Stock Awards		36
Section 3.07	Dissenting Shares		37
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY			38
Section 4.01	Organization		38
Section 4.02	Authority		39
Section 4.03	Company Board Approval; Fairness Opinion		40
Section 4.04	Governmental Authorization		41
Section 4.05	Non-Contravention		41
Section 4.06	Capitalization; Subsidiaries		42
Section 4.07	Company SEC Documents		45
Section 4.08	Company Financial Statements; Disclosure Controls		45
Section 4.09	Absence of Certain Changes		46
Section 4.10	Indebtedness; No Undisclosed Liabilities		47
Section 4.11	Company Material Contracts		47
Section 4.12	Compliance with Applicable Laws; Company Licenses; Data Privacy & Security		49
Section 4.13	Litigation		51
Section 4.14	Real Property		51
Section 4.15	Intellectual Property		52
Section 4.16	Insurance Coverage		53
Section 4.17	Tax Matters		54
Section 4.18	Employees and Employee Benefit Plans		56
Section 4.19	Environmental Matters		59
Section 4.20	Funds		60

Section 4.21	Regulatory Matters	64
Section 4.22	UK-Regulated Entities; HK-Regulated Entities	65
Section 4.23	Compliance Procedures	66
Section 4.24	ERISA Plan Asset Matters	68
Section 4.25	Related Person Transactions	69
Section 4.26	Information in the Proxy Statement	69
Section 4.27	Takeover Statutes	69
Section 4.28	Related Party Agreements	70
Section 4.29	No Brokers	70
Section 4.30	No Additional Representations and Warranties	70
ARTICLE V REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS		70
Section 5.01	Organization	70
Section 5.02	Authority	71
Section 5.03	Governmental Authorization	71
Section 5.04	Non-Contravention	72
Section 5.05	Litigation	72
Section 5.06	No Brokers	72
Section 5.07	Ownership of Company Capital Stock and Operating Partnership Units	72
Section 5.08	Financial Capacity	73
Section 5.09	Solvency	73
Section 5.10	Information in the Proxy Statement	73
Section 5.11	Ownership of the Merger Subs; No Prior Activities	73
Section 5.12	Company Arrangements	74
Section 5.13	Acknowledgment of Tax Receivable Agreement	74
Section 5.14	Investment Intention	74
Section 5.15	No Additional Representations and Warranties	74
ARTICLE VI COVENANTS OF THE PARTIES		74
Section 6.01	Conduct of the Company Pending the Mergers	74
Section 6.02	No Solicitation	78
Section 6.03	Governmental Consents and Filings	84
Section 6.04	Proxy Statement	88
Section 6.05	Access to Information	90
Section 6.06	Confidentiality; Public Announcements	90
Section 6.07	Indemnification of Officers and Directors	91
Section 6.08	Section 16 Matters	92
Section 6.09	Stockholder Litigation	93
Section 6.10	Employee Matters	93
Section 6.11	Third Party Consents	95
Section 6.12	Client Consents	95
Section 6.13	Notices of Certain Events	97
Section 6.14	Stock Exchange Delisting	98

ii

Section 6.15	The Merger Subs	98
Section 6.16	Conduct of Business by Parent Pending the Mergers	98
Section 6.17	Financing Cooperation.	98
Section 6.18	Financing	102
Section 6.19	Tax Matters	102
Section 6.20	Takeover Statutes	104
Section 6.21	Termination of Related Person Agreements	104
Section 6.22	Additional Agreements	104
Section 6.23	Rollover Matters	104
ARTICLE VII CONDITIONS TO THE TRANSACTION		104
Section 7.01	Conditions to the Obligations of Each Party	104
Section 7.02	Conditions to the Obligations of Parent and the Merger Subs	105
Section 7.03	Conditions to the Obligations of the Company	106
Section 7.04	Frustration of Closing Conditions	107
ARTICLE VIII TERMINATION		107
Section 8.01	Termination	107
Section 8.02	Effect of Termination	109
Section 8.03	Company Termination Fee	109
ARTICLE IX MISCELLANEOUS		112
Section 9.01	Notices	112
Section 9.02	Remedies Cumulative; Specific Performance	114
Section 9.03	Expenses	114
Section 9.04	No Survival of Representations and Warranties	114
Section 9.05	Amendments and Waivers	115
Section 9.06	Disclosure Letter References	115
Section 9.07	Binding Effect; Benefit; Assignment	115
Section 9.08	Governing Law	116
Section 9.09	Jurisdiction	116
Section 9.10	Waiver of Jury Trial	117
Section 9.11	Counterparts; Effectiveness	117
Section 9.12	Entire Agreement	117
Section 9.13	Severability	117
Section 9.14	No Recourse	118

Exhibit A	Form of Certificate of Merger
Exhibit B	Forms of LP Certificate of Merger
Exhibit C	Client Consent Condition

iii

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 23, 2023, is entered into by and among Sculptor Capital Management, Inc., a Delaware corporation (the “Company”), Sculptor Capital LP, a Delaware limited partnership and Subsidiary of the Company (“Capital LP”), Sculptor Capital Advisors LP, a Delaware limited partnership and Subsidiary of the Company (“Advisors LP”), Sculptor Capital Advisors II LP, a Delaware limited partnership and Subsidiary of the Company (“Advisors II LP” and, together with Capital LP and Advisors LP, the “Operating Partnerships”), Rithm Capital Corp., a Delaware corporation (“Parent”), Calder Sub, Inc., a Delaware corporation and Subsidiary of Parent (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and Subsidiary of Parent (“Merger Sub III” and collectively with Merger Sub I and Merger Sub II, the “LP Merger Subs” and collectively with Merger Sub Inc, the “Merger Subs”). Each of the Company, Capital LP, Advisors LP, Advisors II LP, Parent, Merger Sub Inc., Merger Sub I, Merger Sub II and Merger Sub III is referred to herein as a “party” and, collectively, the “parties.”

RECITALS

WHEREAS, the board of directors of the Company (the “Company Board”) (i) established a special committee of the Company Board consisting only of independent and disinterested directors of the Company (the “Special Committee”) to, among other things, review, evaluate and negotiate this Agreement, including the Public Merger and the LP Mergers (each as defined below) and the other transactions contemplated hereby (the Public Merger and the LP Mergers, collectively with such other transactions, the “Transactions”) and (ii) resolved not to approve or implement any transaction of the type contemplated by this Agreement without the prior independent review and determination of the Special Committee;

WHEREAS, the Special Committee has unanimously (i) determined that this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, advisable and in the best interests of, the Company and the Company Stockholders (as defined below) and (ii) recommended that the Company Board (A) approve and declare advisable this Agreement and the Transactions, (B) recommend adoption of this Agreement and the Public Merger to the Company Stockholders (such recommendation described in this clause (ii), the “Special Committee Recommendation”), and (C) instruct the General Partner (as defined below) to approve this Agreement and the Transactions;

WHEREAS, the board of directors of each of Merger Sub Inc. and Parent, and the general partner of each of Merger Sub I, Merger Sub II and Merger Sub III have each approved and declared advisable and in the best interests of each such Person and its respective stockholders or limited partners this Agreement and the Transactions, including (i) the merger of Merger Sub Inc. with and into the Company, with the Company surviving such merger as the surviving corporation (the “Public Merger”), as more fully provided in this Agreement and in accordance with the General Corporation Law of the State of Delaware (the “DGCL”), (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

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Sub III with and into Advisors II LP, with Advisors II LP surviving such merger as the surviving partnership (“LP Merger III” and, together with LP Merger I and LP Merger II, the “LP Mergers,” and the LP Mergers, together with the Public Merger, the “Mergers”), as more fully provided in this Agreement and in accordance with the Delaware Revised Uniform Limited Partnership Act (the “DLPA”);

WHEREAS, the General Partner (as defined below), as the general partner of the Operating Partnerships, and the Company Board (acting upon the Special Committee Recommendation) have each approved this Agreement and the Transactions (collectively, the “General Partner Approvals”);

WHEREAS, Merger Sub Inc, as the general partner of each LP Merger Sub, has approved the adoption of this Agreement and the Transactions;

WHEREAS, the board of directors of Merger Sub Inc. has recommended that the sole stockholder of Merger Sub Inc. adopt this Agreement and the Transactions; and Parent, as the sole stockholder of Merger Sub Inc., will approve the adoption of this Agreement and the Transactions, immediately following the execution and delivery of this Agreement by each of the parties hereto;

WHEREAS, the Company Board (acting upon the Special Committee Recommendation) has, subject to Section 6.04, unanimously resolved to recommend that the Company Stockholders approve the adoption of this Agreement and the Transactions;

WHEREAS, in order to induce Parent to enter into this Agreement and cause the Mergers to be consummated, concurrently with the execution and delivery of this Agreement, Parent is entering into voting and support agreements with James Levin, Wayne Cohen, Brett Klein and Peter Wallach (the “Support Agreements”);

WHEREAS, in order to induce Parent to enter into this Agreement and cause the Mergers to be consummated, subject to the satisfaction or waiver of the condition that holders of a minimum number of units in the Operating Partnerships determine to participate in the Rollover (as defined below), certain existing limited partners of the Operating Partnerships (the “Rollover Holders”) are being offered the opportunity to enter into a rollover agreement (the “Rollover Agreement”) (or a joinder to the Rollover Agreement) with Parent and Calder Holdco I, LP (“HoldCo A”), Calder Holdco II, LP (“HoldCo B”) and Calder Holdco III, LP (“HoldCo C”), each a Delaware limited partnership (each a “HoldCo” and collectively, the “HoldCos”), pursuant to which each Rollover Holder would agree, subject to the terms and conditions set forth therein, immediately prior to the LP Mergers Effective Time, and conditioned upon the Closing (including the consummation of the Mergers), to contribute certain of its equity interests in the Operating Partnerships having an aggregate value as set forth in the Rollover Agreement (the “Contributed Value”, and such rollover equity interests, the “Rollover Interests”) to each of the HoldCos, and each HoldCo will accept the Rollover Interests from each such Rollover Holder, in exchange for a number of equity interests in such HoldCo having an aggregate value equal to the Contributed Value (such contribution and issuance, the “Rollover”); and

WHEREAS, the parties desire to make certain representations, warranties and agreements in connection with the Transactions and also to prescribe certain conditions to the Transactions.

2

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions.

(a) As used in this Agreement, the following terms have the following meanings:

“Acceptable Confidentiality Agreement” means a confidentiality agreement on terms no less restrictive in any material respect to the counterparty than those contained in the Confidentiality Agreement; provided that such confidentiality agreement (a) need not include any “standstill” or similar terms and (b) does not contain terms that prevent the Acquired Companies from complying with their respective obligations under this Agreement.

“Acquired Companies” means, collectively, the Company, the Operating Partnerships and each of its and their respective Subsidiaries; provided that no Fund, Subsidiary of a Fund, Company Facilitator Vehicle or Portfolio Company shall be deemed to be an Acquired Company.

“Acquisition Proposal” means, other than the Transactions or any other proposal or offer from Parent or any of its Subsidiaries, any inquiry, proposal, offer or indication of interest from a Third Party relating to (a) any acquisition or purchase, in a single transaction or series of related transactions, of (i) fifteen percent (15%) or more of the consolidated revenue, net income or assets of the Acquired Companies (including equity interests of the Subsidiaries thereof), taken as a whole, or (ii) fifteen percent (15%) or more of any class of equity securities of the Acquired Companies; (b) any tender offer or exchange offer that if consummated would result in any Person or Group acquiring beneficial ownership of fifteen percent (15%) or more of any class of equity securities of the Acquired Companies; or (c) any merger, consolidation, business combination, joint venture, partnership, spin off, split off, reclassification, recapitalization, liquidation, dissolution, share exchange or other transaction involving the Company or any of its Subsidiaries in which a Third Party or its equityholders, if consummated, would hold fifteen percent (15%) or more of any class of equity securities of the Acquired Companies or the surviving entity or the resulting direct or indirect parent of the applicable Acquired Company (or Acquired Companies) or such surviving entity.

“Advisers Act” means the Investment Advisers Act of 1940.

“Advisors II LP LPA” means the Amended and Restated Agreement of Limited Partnership of Sculptor Capital Advisors II LP (formerly OZ Advisors II LP), dated as of February 7, 2019.

“Advisors LP LPA” means the Amended and Restated Agreement of Limited Partnership of Sculptor Capital Advisors LP (formerly OZ Advisors LP), dated as of February 7, 2019.

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“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person. For purposes of this definition, (a) “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities or by Contract or otherwise, and the terms “controlling” and “controlled by” have correlative meanings to the foregoing, (b) no Fund, Subsidiary of a Fund, Company Facilitator Vehicle or any Portfolio Company shall be deemed to be an Affiliate of an Acquired Company and (c) no investment fund or other investment vehicle advised, managed, sponsored or controlled by Parent or any Person directly or indirectly controlling, controlled by or under common control with Parent or any portfolio company of such fund or other investment vehicle shall be deemed to be an Affiliate of Parent or any Merger Sub (except that Parent and Merger Sub shall always be deemed to be Affiliates of one another).

“Ancillary Agreements” means the Support Agreements, Company Confidentiality Agreement, Rollover Agreement and each of the documents, instruments and agreements delivered in connection with the Transactions, including each of the exhibits hereto and the Company Disclosure Letter.

“Anti-Corruption Laws” means all Applicable Laws relating to corruption, money laundering or bribery, including the U.S. Foreign Corrupt Practices Act of 1977, and 18 U.S.C. §§ 1956 and 1957 and the Bank Secrecy Act, as amended by the USA PATRIOT Act, 31 U.S.C. §§ 5311 et seq., and its implementing regulations, 31 C.F.R. Chapter X.

“Antitrust Authorities” means the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission, any attorney general of any state of the United States or any other Governmental Authority of any other jurisdiction (whether U.S., foreign or multinational) with responsibility for enforcing any Antitrust Laws.

“Applicable Law” means, with respect to any Person, any Law or Governmental Order, in each case, of any Governmental Authority that is binding upon or applicable to such Person.

“Beneficial Owner” has the meaning set forth in Rule 13d-3 under the Exchange Act and shall be calculated in accordance therewith.

“Black-Scholes Value” means, with respect to the Company Warrants, the meaning ascribed to such term in such warrant.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banking and savings and loan institutions are authorized or required by Law to be closed in New York City, New York or Los Angeles, California.

“Capital LP LPA” means the Amended and Restated Agreement of Limited Partnership of Sculptor Capital LP (formerly OZ Management LP), dated as of February 7, 2019.

“CBO” means a collateralized bond obligation transaction or a warehouse transaction in anticipation of a collateralized bond obligation transaction.

4

“CBO Issuer” means a collateralized bond obligation vehicle, including any collateralized bond obligation warehouse special purpose vehicle and any special purpose entity that issues CBO Securities, including the entities listed on Section 1.01(b) of the Company Disclosure Letter.

“CBO Manager” means, with respect to any CBO Issuer, a manager or managers (or similar capacity) of the assets held by such CBO Issuer, or any sub-adviser to the CBO Issuer.

“CBO Securities” means the securities issued by the CBO Issuer.

“CFO” means a transaction where a special purpose entity directly or indirectly holds various fund assets (as well as certain liquid assets) and issues tranches of securities representing senior and subordinated returns on those assets.

“CFO Issuer” means a special purpose entity that issues CFO Securities, including the entities listed on Section 1.01(c) of the Company Disclosure Letter.

“CFO Manager” means, with respect to any CFO Issuer, a manager or managers (or similar capacity) of the assets held by such CFO Issuer.

“CFO Securities” means the securities issued by the CFO Issuers.

“Class A Unitholder Stockholders” means Company Stockholders that hold LP Class A Units or LP Class A-1 Units and their respective Affiliates that are holders of Company Common Stock.

“Client” means any Person to which the Company or any of its Subsidiaries provides (or, during the relevant period, provided) Investment Management Services.

“CLO” means a collateralized loan obligation transaction or a warehouse transaction in anticipation of a collateralized loan obligation transaction, or a static securitization or any other securitization other than a CFO.

“CLO Issuer” means a collateralized loan obligation vehicle or a static securitization vehicle, including any collateralized loan obligation warehouse special purpose vehicle and any special purpose entity that issues CLO Securities, including the entities listed on Section 1.01(d) of the Company Disclosure Letter.

“CLO Manager” means, with respect to any CLO Issuer, a manager or managers, advisor or sub-advisor (or similar capacity) of the assets held by such CLO Issuer.

“CLO Securities” means the securities or other obligations issued by the CLO Issuers.

“Code” means the Internal Revenue Code of 1986.

“Company Balance Sheet” means the consolidated unaudited balance sheet of the Company as of March 31, 2023 and the notes thereto, as contained in the Company SEC Documents.

5

“Company Balance Sheet Date” means March 31, 2023.

“Company Capital Stock” means the Company Common Stock, the Company Preferred Stock and the Company Warrants.

“Company Class A Common Stock” means the Class A common stock, $0.01 par value per share, of the Company.

“Company Class B Common Stock” means the Class B common stock, $0.01 par value per share, of the Company.

“Company Common Stock” means the Company Class A Common Stock and Company Class B Common Stock.

“Company Confidentiality Agreement” means that certain Confidentiality Agreement, dated as of November 14, 2022, between Parent and the Company, as amended on June 28, 2023.

“Company Credit Agreement” means that certain Credit Agreement dated as of September 25, 2020 among Capital LP, as borrower, Delaware Life Insurance Company, as administrative agent and lender, and certain other subsidiaries of the Company, as guarantors.

“Company Disclosure Letter” means the disclosure letter delivered by the Company to Parent and Merger Sub Inc. concurrently and in connection with the execution of this Agreement.

“Company Facilitator Vehicle” means any blocker, splitter, feeder or other entity formed for the purpose of investing in a Fund or any alternative investment vehicle, special purpose vehicle or other entity formed for the purpose of facilitating an investment by a Fund or, in lieu thereof, by the investors in a Fund.

“Company IT Assets” means all tangible and intangible information technology assets, computer hardware (whether general or special purpose), services, interfaces, networks, including Software, systems and any outsourced systems and processes, owned or used by or for the Acquired Companies in connection with the business of the Acquired Companies.

“Company Licensed IP” means all Intellectual Property Rights used in or necessary for the operation of the business of the Acquired Companies other than the Company Owned IP.

“Company Material Adverse Effect” means any effect, change, development, occurrence, circumstance or event (each, an “Effect”) that, individually or taken together with any other Effects, (a) prevents or would reasonably be expected to prevent the consummation of the Transactions by the Acquired Companies or (b) is or would reasonably be expected to be materially adverse to the condition (financial or otherwise), assets, liabilities (contingent or otherwise), business operations or results of operations of the Acquired Companies, taken as a whole; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, nor shall any of the following (including the effects to the extent arising from any of the following) be taken into account in determining whether there has been or will be, an Effect under or pursuant to clause (b) of this definition: (i) any change in Applicable Law, GAAP or any applicable accounting standards or any interpretation thereof, in each case, after the

6

date hereof; (ii) any change in general economic conditions in the United States or any other country or region in the world, or conditions in the global economy generally; (iii) any change in political conditions in the United States or any other country or region in the world; (iv) any changes in geopolitical conditions (including commencement, continuation or escalation of war, armed hostilities or national or international calamity), acts of terrorism, cyberattacks or data breaches (including, in each case, any escalation or worsening thereof); (v) epidemics or pandemics (including COVID-19), or disease outbreaks, including, in each case, the escalation or worsening of any such events and the response thereto of any Governmental Authority (including COVID-19 Measures) in the United States or any other country or region in the world; (vi) any act of God or natural disaster (or escalation or worsening thereof); (vii) any changes in or affecting securities, equity, credit, real estate or financial and capital markets conditions, including interest rates and currency exchange rates, and any instability in the banking sector, including the failure or placement into receivership of any financial institution, in each case, in the geographic markets in which the Acquired Companies operate; (viii) any change generally affecting the industries in which the Acquired Companies operate; (ix) without limitation of Section 7.02(c) and Exhibit C, the negotiation, execution, announcement, performance, consummation or existence of this Agreement, the pendency or consummation of the Transactions or the performance of this Agreement (including (A) any Stockholder Litigation or other Proceeding threatened or initiated by any of the current or former stockholders of the Company (on their own behalf or on behalf of the Company) against the Company, any of its executive officers or any members of the Special Committee or Company Board alleging breach of fiduciary duty or violation of Applicable Law with respect to this Agreement or the Transactions) or (B) any termination or loss of, reduction in or similar negative impact on the Company’s reputation or relationships, contractual or otherwise, with any actual or potential Clients, suppliers, distributors, partners or employees of the Acquired Companies) due to (1) the negotiation, entry into, announcement, pendency or performance of this Agreement or identity of, or the facts and circumstances relating to, Parent or Merger Subs or (2) any communication by Parent or any of its Affiliates regarding the plans or intentions of Parent with respect to the conduct of the business of the Acquired Companies, Parent or Merger Subs or (3) any actions taken by Clients, investors or any of the Acquired Companies’ suppliers, service providers or personnel) (other than, in the case of this clause (ix), for purposes of Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.18(h) or Section 4.18(j) (or Section 7.02(a) as it relates to Section 4.02, Section 4.03, Section 4.04, Section 4.05, Section 4.18(h) or Section 4.18(j))); (x) the compliance with the terms of this Agreement or the taking of any action (or the omission of any action), in each case, expressly required by this Agreement or expressly requested by Parent in writing; (xi) any change in the price or trading volume of the Company’s securities or other financial instruments; (xii) any failure of the Acquired Companies to meet any internal or published projections, estimates or forecasts for any period, any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to the Acquired Companies; and (xiii) any matter to which Parent has expressly consented in writing; provided that (A) neither clause (xi) nor clause (xii) shall prevent a determination that any cause underlying such change or failure, in and of itself, has resulted in a Company Material Adverse Effect and (B) such underlying cause may be taken into consideration when determining whether a Company Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not otherwise excluded from this definition of Company Material Adverse Effect; provided, further, that, in the case of each of the foregoing clauses (i), (ii), (iii), (iv), (v), (vi), (vii) and (viii), the Effect referred to therein shall be taken into account in determining whether there has been, or would reasonably be expected to be, a Company

7

Material Adverse Effect to the extent such Effect has a disproportionate adverse effect on the Acquired Companies, taken as a whole, as compared to similarly situated participants operating in the industries in which the Acquired Companies operate; provided, further, that, in determining whether a Company Material Adverse Effect has occurred or would reasonably be likely to occur, there shall be taken into account any right to insurance or indemnification available to the Acquired Companies.

“Company Non-Unitholder Stockholder Approval” means the adoption of this Agreement and the approval of the Transactions, including, for the avoidance of doubt, the Public Merger, by the affirmative vote of the holders representing at least a majority of the aggregate voting power of the outstanding shares of Company Class A Common Stock owned by Non-Unitholder Stockholders entitled to vote thereon in accordance with the DGCL.

“Company Owned IP” means all Intellectual Property Rights owned, or purported to be owned by any Acquired Company.

“Company Performance Award” means (a) an outstanding award of performance-based restricted stock units in respect of shares of Company Common Stock granted pursuant to a Company Stock Plan and (b) an outstanding award of performance-based restricted shares of Company Common Stock granted pursuant to a Company Stock Plan.

“Company Preferred Stock” means the preferred stock, $0.01 par value per share, of the Company.

“Company Restricted Stock Award” means an outstanding award of service-based restricted shares of Company Common Stock granted pursuant to a Company Stock Plan which, for the avoidance of doubt, vests solely based on the passage of time.

“Company RSU Award” means an outstanding award of service-based restricted stock units in respect of shares of Company Common Stock (including, for the avoidance of doubt, any such restricted stock units to be settled in cash) granted pursuant to a Company Stock Plan which, for the avoidance of doubt, vests solely based on the passage of time.

“Company Service Provider” means each current or former director, officer, employee or independent contractor or other service provider of any of the Acquired Companies.

“Company Stock Award” means each Company RSU Award, Company Performance Award and Company Restricted Stock Award.

“Company Stock Plans” means the Company’s Amended and Restated 2007 Equity Incentive Plan, 2013 Incentive Plan and 2022 Incentive Plan, each as amended from time to time.

“Company Stockholder Approval” means the adoption of this Agreement and the approval of the Transactions, including, for the avoidance of doubt, the Public Merger, by the affirmative vote of the holders representing at least a majority of the aggregate voting power of the outstanding shares of Company Common Stock entitled to vote thereon in accordance with the DGCL, voting together as a single class.

8

“Company Stockholders” means holders of shares of Company Common Stock.

“Company Termination Fee” means an amount in cash equal to $16,576,819.

“Company Warrants” means warrants for the purchase of Company Class A Common Stock issued pursuant to that certain Credit and Guaranty Agreement dated September 25, 2020, by and among Capital LP, as borrower, certain other guarantors party thereto from time to time, the lenders party thereto from time to time and Delaware Life Insurance Company, as administrative agent and as a lender.

“Continuing Employees” means all employees of any of the Acquired Companies who, as of the Closing, continue their employment with Parent, the Surviving Corporation, the Surviving Limited Partnerships or any of their Subsidiaries.

“Contract” means any legally binding contract, agreement, subcontract, note, bond, mortgage, indenture, lease, license, sublicense, purchase order or other obligation, other than any Company Benefit Plan.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” social distancing, workforce reduction, shut down, closure, sequester or similar Law or directive of or promulgated by any Governmental Authority.

“Data Privacy and Security Laws” means all Applicable Laws concerning the processing of Personal Information, the privacy of the data subjects to whom the Personal Information pertains, or unfair or deceptive acts or practices with respect to Personal Information, including U.S. state consumer protection Laws, U.S. state breach notification Laws, U.S. state data security and data disposal laws, the Federal Trade Commission Act, the Gramm-Leach-Bliley Act, the Telephone Consumer Protection Act, the Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act, the Fair Credit Reporting Act and its state law equivalents, the

California Consumer Privacy Act of 2018 and all similar U.S. state consumer privacy laws and the E.U. General Data Protection Regulation and UK Data Protection Act 2018.

“Environmental Laws” means any and all Laws relating to pollution, worker or public health and safety with respect to exposure to Hazardous Substance, and protection of the environment (including ambient air, surface water, groundwater, land surface or subsurface strata).

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Ex-Im Laws” means all U.S. and non-U.S. Laws relating to export, reexport, transfer and import controls, including the Export Administration Regulations, the customs and import Laws administered by U.S. Customs and Border Protection and the EU Dual Use Regulation.

“Exchange Act” means the Securities Exchange Act of 1934.

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“Exchange Agreements” means, (a) the Exchange Agreement, dated as of March 1, 2017 by and among the Company, each Operating Partnership, the General Partner, each limited partner of the Operating Partnerships and the holders of the outstanding shares of Company Class B Common Stock and (b) the Amended and Restated Exchange Agreement, dated as of February 7, 2019 by and among the Company, each Operating Partnership, the General Partner, each limited partner of the Operating Partnerships and the holders of the outstanding shares of Company Class B Common Stock.

“Family Related Parties” means (a) any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, niece or nephew of a Person, (b) the estate of any Person under clause (a), (c) any person who receives a direct or indirect beneficial interest in the Acquired Companies from any estate under clause (b), or (d) any corporation, partnership, limited liability company, trust or similar entity, directly or indirectly owned or controlled by any Person identified in clauses (a), (b) or (c).

“FCA” means the UK Financial Conduct Authority or any successor entity from time to time.

“Financing Deliverables” means the following customary documents to be delivered prior to (and in the case of the documentation and information described in clause (b) of this definition, at least three (3) Business Days prior to the Closing Date) and in connection with the Closing: (a) a Payoff Letter with respect to the Company Credit Agreement, and (b) documentation and other information reasonably requested in writing at least ten (10) Business Days prior to the Closing Date by any Financing Sources under applicable “know-your-customer” and anti-money laundering rules and regulations.

“Financing Documents” means the agreements, documents and certificates contemplated by any Financing, including any schedules, exhibits and annexes thereto.

“Financing Sources” means the Persons that are party to, and have committed to provide or arrange all or any part of any Financing, including any lenders, agents, arrangers and other persons acting in a similar capacity for any such Financing (but excluding, for the avoidance of doubt, Parent and Merger Sub Inc.).

“Fund” means any investment fund or other investment vehicle (including any general or limited partnership, account, parallel vehicle, alternative investment vehicle, co-investment vehicle, trust, limited liability company, limited company or other entity and whether or not dedicated to a single investor) or separately managed account (a) sponsored or controlled by any Acquired Company, (b) for which any Acquired Company acts or acted as investment adviser, investment sub-adviser, general partner, collateral manager, managing member or manager or otherwise provides Investment Management Services, (c) from which any Acquired Company receives or is entitled to receive, directly or indirectly, management fees, performance fees, incentive allocations or other revenues of any kind; provided that (x) solely for purposes of Section 4.20(c), (e), (f), (g) and (k) the term “Fund” shall not include any entity as to which there is a Sub-advisory Relationship, (y) a “Fund” shall not include any Portfolio Company, and (z) a Fund shall include a CFO Issuer, a CLO Issuer, a CBO Issuer and a Securitization Issuer.

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“Fund Documentation” means, with respect to each Fund as of any date of determination, all organizational, governing and financing documentation that is material in respect of such Fund, including its memorandum and articles of incorporation or association, limited partnership agreement, operating agreement, shareholders agreement or other constitutional documents, Investment Advisory Arrangement, indenture, credit agreement or other financing documents, offering document or memorandum, placement agent agreement and form of subscription documents and investor side letters, in each case, that as of such date of determination, are in effect.

“GAAP” means U.S. generally accepted accounting principles, consistently applied.

“General Partner” means Cadence Capital Holding Corporation, a Delaware corporation and wholly owned subsidiary of the Company and the general partner of each Operating Partnership.

“Governmental Authority” means any supranational, national, federal, state, territorial, provincial, municipal, local, foreign or domestic government, governmental authority, regulatory, legislative, tax or administrative agency, governmental commission, board, bureau, agency or instrumentality, arbitral body (public or private), court or tribunal or any self-regulatory organization or other non-governmental regulatory department (including, NYSE, the NFA and the Asset Management Associate of China), or any political other subdivision, department or branch of any of the foregoing.

“Governmental Order” means any order, judgment, injunction, decree, writ, stipulation, directive, ruling, settlement, determination, decision, verdict or award, whether civil, criminal or administrative, in each case, entered, issued, made or rendered by or with any Governmental Authority.

“Governmental Permit” means any approvals, authorizations, consents, licenses, ordinances, permits, certificates, franchises, registrations, accreditations, variance filings, exemptions or notifications issued or granted by, obtained from or made with or to a Governmental Authority.

“Group” means a “group” (as defined pursuant to Section 13(d) of the Exchange Act) of Persons.

“Hazardous Substance” means any substance, material or waste that is characterized or regulated by a Governmental Authority pursuant to any Environmental Law as “hazardous,” “pollutant,” “contaminant,” “toxic” or “radioactive” (or words with similar meaning), including petroleum and petroleum products and per- and polyfluoroalkyl substances.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“Indebtedness” means, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money (including any principal, premium, accrued and unpaid interest, related expenses, prepayment penalties, commitment and other fees, sale or liquidity participation amounts, reimbursements, indemnities and all other amounts payable in connection with such borrowed money), or with respect to deposits or advances of any kind to such Person; (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

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(c) all capitalized lease obligations of such Person or obligations of such Person to pay the deferred and unpaid purchase price of property, equipment and software (other than trade payables incurred in the Ordinary Course of Business), including any earn-out or other similar contingent payment obligations; (d) all obligations of such Person pursuant to securitization or factoring programs or arrangements; (e) all obligations arising out of interest rate and currency swap arrangements and any other arrangements designed to provide protection against fluctuations in interest or currency rates; (f) guarantees and arrangements having the economic effect of a guarantee of such Person of any Indebtedness of any other Person of a type described in clauses (a) through (e); (g) net cash payment obligations of such Person under swaps, options, derivatives and other hedging agreements or arrangements that will be payable upon termination thereof (assuming they were terminated on the date of determination); or (h) reimbursement obligations with respect to letters of credit, bank guarantees and other similar contractual obligations, to the extent drawn or entered into by or on behalf of such Person.

“Intellectual Property Rights” means all intellectual property and proprietary rights throughout the world, including (a) patents, patent applications, and all related continuations, divisions, reissues, re-examinations, substitutions and extensions thereof, (b) trademarks, trade names, service marks and all goodwill associated therewith, (c) copyrights, copyrightable material and in works of authorship, (d) internet domain names, (e) all registrations, renewals and applications of the foregoing, (f) trade secrets and corresponding rights, confidential and proprietary information, including know-how, technologies, databases, processes, techniques, protocols, methods, formulae, algorithms, layouts, designs and specifications and (g) rights in Software.

“Intervening Event” means any Effect (other than any Effect resulting from a breach of this Agreement by the Company or that involves or relates to an Acquisition Proposal or Superior Proposal or any inquiry or communications or matters relating thereto) that, (a) individually or in the aggregate, is material and is not, or the magnitude or consequences of which is not, known or reasonably foreseeable to or by the Company Board or the Special Committee as of the date of this Agreement, which Effect (or the magnitude or consequences of which) first becomes known or reasonably foreseeable to or by the Company Board or Special Committee prior to the Company Stockholder Meeting, (b) does not relate to (i) the mere fact in and of itself that the Company or Parent meets or exceeds (or fails to meet) any internal or published projections, forecasts, estimates or predictions of revenue, earnings or other financial or operating metrics or (ii) changes in the market price or trading volume of the Company Common Stock, the common stock, par value $0.01 per share, of Parent or the credit rating of the Company or Parent and (c) does not result from the announcement, pendency or consummation of this Agreement or the Transactions or any actions required to be taken or to be refrained from being taken pursuant to this Agreement.

“Investment Adviser Subsidiaries” means each Subsidiary of the Company that is registered, licensed or qualified, or required to be registered, licensed or qualified, as an investment adviser, sub-adviser, relying adviser or similar term under the Advisers Act or other Applicable Law as of the date of this Agreement, including the Relying Investment Adviser Subsidiaries.

“Investment Advisory Arrangement” means a Contract (including any limited partnership agreement, limited liability company agreement or similar governing document of a Client) under which the Company or any of its Subsidiaries provides Investment Management Services.

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“Investment Company Act” means the Investment Company Act of 1940.

“Investment Management Services” means investment management or advisory services, including sub-advisory services, administrative services, underwriting, distribution or marketing services or any other services related to the provision of investment management or investment advisory services, including any similar services deemed to be “investment advice” pursuant to the Advisers Act.

“IRS” means the United States Internal Revenue Service.

“Knowledge” means, (a) with respect to the Company, the actual knowledge, after reasonable inquiry of direct reports, of each of Jimmy Levin, Wayne Cohen, Dava Ritchea, Steve Orbuch, David Levine, Julie Siegel, Steven Pahuskin and Ellen Conti, and (b) with respect to Parent and the Merger Subs, the actual knowledge, after reasonable inquiry of direct reports of each of Michael Nierenberg, Varun Wadhawan, Phil Sivin, Nick Santoro and Leah Fischler.

“Law” means any and all domestic (federal, state, county, city, municipal or local), foreign or other governmental laws (including common law), acts, statutes, codes, administrative interpretations, treaties, constitutions, rules, regulations, ordinances, Governmental Orders, Governmental Permits, or other requirements of or agreements with, a Governmental Authority.

“Lease” means any lease, sublease or other agreement under which any Person: (a) leases, uses, occupies or has the right to use or occupy, any real property, or (b) grants to a Third Party any right to lease, use or occupy any real property.

“Leased Real Property” means land, buildings, structures, improvements, fixtures or other interests in real property leased or subleased by an Acquired Company or that an Acquired Company otherwise has rights to use or occupy, in each case, which provides for annual base rental payments in excess of $65,000.

“Lien” means any mortgage, deed of trust, easement, pledge, hypothecation, encumbrance, usufruct, security interest, charge, claim, license, conditional sale, title retention agreement or other lien or restriction of any kind.

“Look-Back Date” means January 1, 2020.

“LP Class A Units” means the Class A Common Units of the Operating Partnerships.

“LP Class A-1 Units” means the Class A-1 Common Units of the Operating Partnerships.

“LP Class B Units” means the Class B Common Units of the Operating Partnerships.

“LP Class C Units” means the Class C Non-Equity Interests of the Operating Partnerships.

“LP Class E Units” means the LP Class E Additional Units, LP Class E-1 Units, LP Class E-2 Units, LP Class E-3 Units, LP Class E-4 Units, LP Class E-5 Units, LP Class E-6 Units, LP Class E-7 Units and LP Class E-8 Units, as applicable.

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“LP Class E Additional Units” means the LP Additional Class E Common Units of the Operating Partnerships.

“LP Class E-1 Units” means the Class E-1 Common Units of the Operating Partnerships.

“LP Class E-2 Units” means the Class E-2 Common Units of the Operating Partnerships.

“LP Class E-3 Units” means the Class E-3 Common Units of the Operating Partnerships.

“LP Class E-4 Units” means the Class E-4 Common Units of the Operating Partnerships.

“LP Class E-5 Units” means the Class E-5 Common Units of the Operating Partnerships.

“LP Class E-6 Units” means the Class E-6 Common Units of the Operating Partnerships.

“LP Class E-7 Units” means the Class E-7 Common Units of the Operating Partnerships.

“LP Class E-8 Units” means the Class E-8 Common Units of the Operating Partnerships.

“LP Class P Units” means the Class P Common Units of the Operating Partnerships.

“LP Class P-4 Units” means the Class P-4 Common Units of the Operating Partnerships.

“LP Merger Consideration” means, with respect to any Operating Partnership Unit, the per-unit amount that a holder of such Operating Partnership Unit would be entitled to receive in a liquidity event pursuant to the terms of the Operating Partnership LPAs (including in accordance with Section 3.1(h) of the Operating Partnership LPAs), assuming the aggregate amount payable by the Operating Partnerships (other than in respect of LP Class B Units) is $167,367,690 and taking into account any Threshold Value applicable to such Operating Partnership Unit.

“LP Profit Sharing Interests” means the Profit Sharing Interests of the Operating Partnerships.

“NFA” means the National Futures Association.

“Nonqualifying Income” means any amount that is treated as gross income for purposes of Section 856 of the Code and which is not described in Section 856(c)(3) of the Code.

“Non-Unitholder Stockholders” means the holders of Company Class A Common Stock, other than the Class A Unitholder Stockholders and all executive managing directors of the Company employed by the Company or its Subsidiaries as of the date of this Agreement or the date of the Company Stockholder Meeting.

“NYSE” means the New York Stock Exchange or any successor exchange.

“Open Source Software” means any Software that is licensed pursuant to: (a) any license that is a license now or in the future approved by the Open Source Initiative and listed at http://www.opensource.org/licenses, which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT license, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL) and the Sun Industry Standards License (SISL); or (b) any license to Software that is considered “free” or “open source software” by the Open Source Foundation or the Free Software Foundation.

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“Operating Partnership LPAs” means, collectively, the Capital LP LPA, the Advisors LP LPA and the Advisors II LP LPA.

“Operating Partnership Units” means, collectively, the LP Class A Units, LP Class A-1 Units, LP Class B Units, LP Class C Units, LP Class D Units, LP Class E Units, LP Class P Units, LP Class P-4 Units and LP Profit Sharing Interests.

“Ordinary Course of Business” means actions that are consistent in all material respects with the past practices of the Company and the Operating Partnerships, taken in the ordinary course of the normal day-to-day operations of the Company and the Operating Partnerships.

“Other Securitization” means any securitization other than a CLO, CFO or a CBO.

“Owned Real Property” means each parcel of real property owned by an Acquired Company.

“Parent Expenses” means a cash amount of Parent’s and its Subsidiaries’ actual documented out-of-pocket costs and expenses in connection with the negotiation, execution and performance of this Agreement and the Transactions, not to exceed $5,100,560.

“Parent Related Party” means (i) Parent, (ii) Merger Sub Inc., Merger Sub I, Merger Sub II, Merger Sub III and (iii) any of Parent’s, Merger Sub Inc.’s, Merger Sub I’s, Merger Sub II’s and Merger Sub III’s former, current and future Representatives, assignees, stockholders, partners, members, managers, general or limited partners, other equityholders, controlling Persons and any Representatives of any of the foregoing.

“Pass-Through Tax Return” means any Tax Return for income Taxes filed by or with respect to the Operating Partnerships for any tax periods that end on or before (or include) the Closing Date to the extent that the items reflected on such Tax Return are required to be reported on the income Tax Returns of the partners of the Operating Partnerships (including, for the avoidance of doubt, IRS Form 1065 and Schedule K-1).

“Payoff Letter” means, with respect to any indebtedness for money borrowed from a third party by any Acquired Company, a customary payoff letter executed by the lender(s) (or their duly authorized Representative) of such indebtedness, in form and substance reasonably satisfactory to Parent, evidencing the payment in full of all obligations under such indebtedness, and the release of all Liens contemplated thereby, together with documentation reasonably satisfactory to Parent evidencing the termination of such indebtedness and all such Liens and of any further liabilities of the borrowing Acquired Company thereunder.

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“Permitted Liens” means (a) Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings and for which adequate reserves are maintained on the financial statements of the Company as of the date hereof in accordance with GAAP, (b) Liens in favor of vendors, carriers, warehousemen, repairmen, mechanics, workmen, materialmen, construction or similar Liens, in each case, not yet delinquent or that are being contested in good faith and by appropriate proceedings, (c) Liens incurred or deposits made in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance or other types of social security or foreign equivalents to secure public or statutory obligations, (d) zoning, building codes and other land use Laws regulating the use or occupancy of Real Property or the activities conducted thereon that are imposed by any Governmental Authority having jurisdiction over such Real Property and which are not violated by the current use and operation of such Real Property or the operation of the business of the Acquired Companies, (e) with respect to Real Property, (i) Liens disclosed on existing title reports or existing surveys made available to Parent, (ii) Liens that would be shown on a current title report or an accurate survey of the property, (iii) Liens encumbering the interest of the fee owner or any superior lessor, sublessor or sublicensor, and (iv) any other non-monetary Liens which, in the case of each of the foregoing clauses (i) through (iv), does not, and is not reasonably likely to, individually or in the aggregate, materially impair the continued use, operation or value of the specific parcel of such Real Property to which they relate or the conduct of the businesses of the Acquired Companies at such Real Property, (f) Liens, the existence of which are disclosed in the notes to the consolidated financial statements of the Company included in the Company SEC Documents, (g) Liens to be released and terminated in full with no further liabilities on any Person on or prior to the Closing Date, (h) Liens described in Section 1.01(a) of the Company Disclosure Letter, (i) non-exclusive licenses granted by an Acquired Company in the Ordinary Course of Business, (j) Liens in favor of holders of the CFO Securities, the CLO Securities, the CBO Securities and the Securitization Securities, (k) Liens in favor of lenders to the CFO Issuers, CLO Issuers, the CBO Issuers and the Securitization Issuers, (l) Liens in favor of trustees, collateral agents and other Company Service Providers in connection with CFO Securities, CLO Securities, CBO Securities and Securitization Securities or (m) any other Liens which would not, individually or in the aggregate, interfere materially with the Ordinary Course of Business of the Acquired Companies.

“Person” means any individual, firm, corporation, partnership (limited or general), limited liability company, limited company, incorporated or unincorporated association, joint venture, joint stock company, governmental agency or instrumentality or other entity of any kind.

“Personal Information” means any data that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual or household, including data that constitutes personal information, personally-identifiable information or personal data under any agreement, Law (including any Data Privacy and Security Law) or published privacy policy applicable to any of the Acquired Companies.

“Plan Asset Arrangement” means any of (a) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in Section 4975 of the Code that is subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan.”

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“Plan Asset Regulation” means the U.S. Department of Labor Regulation located at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA

“Plan Assets” means “plan assets” within the meaning of the Plan Asset Regulation.

“Portfolio Company” means any Person in which any Fund holds any direct or indirect investment.

“Pre-Closing Tax Period” means any Tax period that ends on or before the Closing Date or such portion of a tax period that begins on or before and ends after the Closing Date.

“Proceeding” means any claim, action, cause of action, demand, litigation, suit, audit, review, charge, complaint, hearing, grievance, assessment, arbitration, subpoena, inquiry or investigation or any other proceeding, by, before or otherwise involving any Governmental Authority.

“Real Property” means, collectively, the Leased Real Property and the Owned Real Property.

“Registered IP” means all Company Owned IP that is registered, recorded, or filed with any Governmental Authority or a domain name registrar.

“REIT Requirements” means the requirements for qualification and taxation as a REIT pursuant to Sections 856 through and including 860 of the Code.

“Related Party” means a Company Related Party or a Parent Related Party, as applicable.

“Relying Investment Adviser Subsidiary” means each Subsidiary of the Company that operates as a relying adviser under the umbrella of the Investment Adviser Subsidiaries’ registration as an investment adviser under the Advisers Act.

“Representatives” means, with respect to any Person, (a) such Person’s Affiliates and (b) such Person’s and each such Affiliate’s respective officers, directors, employees, agents, attorneys, accountants, advisors, consultants and other authorized representatives.

“Required Company Stockholder Approval” means (a) the Company Stockholder Approval and (b) the Company Non-Unitholder Stockholder Approval.

“Required Irish FDI Filing” means any filing, as reasonably determined by Parent in good faith, in consultation with the Company and Irish local counsel, to be required for the timely consummation of the Transactions under the pending Irish Screening of Third Country Transactions Bill 2022, as may be amended, modified, or replaced, including any applicable implementing regulations and guidance related to the same.

“Required Operating Partnership Approval” means the approval of this Agreement by the General Partner of each of the Operating Partnerships in accordance with the Operating Partnership LPAs and the DLPA.

“Sanctioned Country” means any country or region or government thereof that is, or has been in the last five (5) years, the subject or target of a comprehensive embargo under Trade Controls (including Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region of Ukraine, the so-called “Donetsk People’s Republic” and the so-called “Luhansk People’s Republic”).

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“Sanctioned Person” means any Person that is the subject or target of sanctions or restrictions under Sanctions including: (a) any Person listed on any U.S. or non-U.S. sanctions- or export-related restricted party list, including the U.S. Department of the Treasury Office of Foreign Assets Control’s (“OFAC”) List of Specially Designated Nationals and Blocked Persons (“OFAC’s SDN List”), or any other OFAC, U.S. Department of Commerce Bureau of Industry and Security, or U.S. Department of State sanctions- or export-related restricted party list; (b) any Person located, organized, or ordinarily resident in a Sanctioned Country; or (c) any Person that is, in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled, as applicable, by a Person or Persons described in clauses (a) and (b).

“Sanctions” means all U.S. and non-U.S. Laws relating to economic or trade sanctions, including the Laws administered or enforced by the United States (including by OFAC or the U.S. Department of State) and the United Nations Security Council.

“Sanctions Laws” means all U.S. and non-U.S. Laws relating to economic or trade sanctions, including the Laws administered or enforced by the United States (including by OFAC or the U.S. Department of State), and the United Nations Security Council.

“SEC” means the United States Securities and Exchange Commission (or any successor thereto).

“Securities Act” means the Securities Act of 1933.

“Securitization Issuer” means a special purpose entity that issues Securitization Securities, including the entities listed on Section 1.01(e) of the Company Disclosure Letter.

“Securitization Manager” means, with respect to any Securitization Issuer, a manager or managers (or similar capacity) of the assets held by such Securitization Issuer, or any sub-adviser to the Securitization Issuer.

“Securitization Securities” means the securities issued by the Securitization Issuer set forth on Section 1.01(e) to the Company Disclosure Letter.

“SFC” means the Hong Kong Securities and Futures Commission (or any successor thereto).

“Similar Law” means any federal, state, local, non-U.S. or other Law that is substantially similar to Title I of ERISA or Section 4975 of the Code.

“Software” means all computer software (in object code or source code format), data and databases.

“Specified Acts” means harassment, abuse, discrimination or retaliation of any kind (including sexual, racial, gender, sexual orientation, disability or age-related harassment, abuse or discrimination).

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“Stockholder Litigation” means any Proceeding commenced by a stockholder of an Acquired Company against a party or any of its Subsidiaries, Affiliates, directors, officers, employees or otherwise relating to, involving or affecting such party or any of its Subsidiaries, Affiliates, directors or employees, in each case in connection with, arising from or otherwise relating to the Mergers or other Transactions.

“Sub-advisory Relationship” means any Contract pursuant to which any Acquired Company provides sub-advisory services to any investment fund or other collective investment vehicle (including any general or limited partnership, trust, or limited liability company and whether or not dedicated to a single investor) or any account whose sponsor, principal advisor, general partner, managing member or manager is any Person who is not an Acquired Company.

“Subsidiary” of a Person means any other Person with respect to which the first Person (a) has the right to elect a majority of the board of directors or other Persons performing similar functions of such other Person, (b) is the controlling general partner, managing member or otherwise controls such other Person or (c) is the Beneficial Owner of fifty percent (50%) or more of the voting stock (or of any other form of voting or controlling equity interest in the case of a Person that is not a corporation), in each case, directly or indirectly through one or more other Persons; provided that no Fund, Subsidiary of a Fund or Portfolio Company shall be deemed to be a Subsidiary of an Acquired Company. For the avoidance of doubt and in furtherance of the foregoing, reference to “the Company and its Subsidiaries” as used in this Agreement, shall not be deemed to include or refer to any Fund, Subsidiary of a Fund, Company Facilitator Vehicle or Portfolio Company; provided, further, that, for the avoidance of doubt, the Operating Partnerships are Subsidiaries of the Company.

“Superior Proposal” means a bona fide written Acquisition Proposal (except the references therein to “fifteen percent (15%)” shall be replaced by “fifty percent (50%)”) (other than an Acquisition Proposal resulting from a material breach of Section 6.02) that the Company Board (acting upon the recommendation of the Special Committee) determines in good faith, after consultation with its outside financial and outside legal advisors, taking into account such factors as the Company Board considers to be appropriate, including the timing, likelihood of consummation, legal, financial, regulatory and other aspects of such Acquisition Proposal (including the sources and terms of any financing, financing market conditions and the existence of a financing contingency and the identity of the Person making the proposal) and any revisions to the terms of this Agreement made or proposed in writing by Parent, is reasonably likely to be consummated in accordance with its terms, and if consummated, would be more favorable, from a financial point of view, to the Company Stockholders (in their capacity as such) than the Transactions.

“Tax” means any and all U.S. federal, state, local, non-U.S. or other taxes, duties, assessments or similar governmental charges, including any net income, alternative or add-on minimum, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, registration, recording, documentary, gains, withholding, payroll, employment, excise, escheat or unclaimed property, severance, stamp, occupation, premium, property, environmental or windfall profit, custom duty, estimated or other tax, together with any interest, penalty, or addition thereto.

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“Tax Return” means any return, report, declaration, information return or other document (including schedules thereto, other attachments thereto or amendments thereof) filed or required to be filed with any Taxing Authority in connection with the determination, assessment or collection of any Tax, or the administration of any Laws, regulations or administrative requirements relating to any Tax.

“Taxing Authority” means any Governmental Authority having jurisdiction with respect to the imposition or collection of any Tax.

“Third Party” means any Person other than Parent, the Merger Subs and their respective Affiliates.

“Threshold Value” means, with respect to each Operating Partnership Unit, the “Threshold Value” of such Operating Partnership Units as defined in the Operating Partnership LPAs.

“Transfer Taxes” means all direct and indirect transfer, documentary, sales, use, stamp, court, registration and other similar Taxes (including any real estate transfer Taxes), and all conveyance fees, recording charges and other similar fees and charges incurred in connection with the consummation of the Transactions.

“Warrant Consideration” means, with respect to each share of Company Common Stock into which a Company Warrant is exercisable immediately prior to the Closing in accordance with the terms of such Company Warrant, an amount in cash equal to the Public Merger Consideration less the per-share exercise price for such Company Warrant as set forth in the applicable Company Warrant.

“Willful Breach” means a breach that is a consequence of an intentional act deliberately undertaken or intentionally omitted to be taken by the breaching party with the knowledge that the taking of such act or failure to take such act would, or would reasonably be expected to, cause, result in or constitute a breach of the relevant covenant or agreement; provided that, for the avoidance of doubt, a party’s failure to consummate the Closing when required pursuant to Section 2.01 shall be deemed a Willful Breach by such party.

(b) Each of the following terms is defined in the Section set forth opposite such term:

Additional Notice Giver	6.03(c)(i)
Adverse Recommendation Change	6.02(d)(i)
Adviser Compliance Policies	4.23(a)
Advisors II LP	Preamble
Advisors LP	Preamble
Agreement	Preamble
Allocation	6.19(g)
Allocation Statement	6.19(g)
Alternative Acquisition Agreement	6.02(a)
Antitrust Laws	4.04(b)
Base Date Revenue Run Rate	4.20(a)
Book-Entry Share	3.01(a)
Book-Entry Unit	3.02(a)
Cancelled Shares	3.01(c)
Cancelled Units	3.02(f)

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Capital LP	Preamble
Capitalization Date	4.06(a)
Certificate	3.01(a)
Certificate of Merger	2.02(a)(i)
Closing	2.01
Closing Date	2.01
Company	Preamble
Company Benefit Plan	4.18(a)
Company Board	Recitals
Company Board Recommendation	4.03(b)
Company Closing Certificate	7.02(e)
Company Financial Statements	4.08(a)
Company Indemnified Parties	6.07(a)
Company Licenses	4.12(b)
Company Material Contract	4.11(a)(xiv)
Company Related Parties	8.03(b)
Company SEC Documents	4.07(a)
Company Securities	4.06(e)
Company Stockholder Meeting	6.04(a)
Compensatory Award Fund	3.03(a)
Contributed Value	Recitals
Converted Restricted Stock Award	3.06(c)
Converted RSU Award	3.06(b)
Current Employees	6.10(g)
Delaware Secretary of State	2.02(a)(i)
DGCL	Recitals
Dissenting Share	3.07(a)
DLPA	Recitals
DOL	4.24(d)
DTC	3.03(d)
DTC Payment	3.03(d)
Effective Time	2.02(a)(i)
End Date	8.01(b)
Enforceability Exceptions	4.02
Enforcement Expenses	8.03(d)
ERISA Affiliate	4.18(a)
ERISA Feeder Fund	4.24(d)
Exchange Fund	3.03(a)
FCA Approval	6.03(c)
FCA Rules	4.22(f)
Fee/Expense Amount	8.03(e)
Fee/Expense Amount Accountant’s Letter	8.03(e)
Fee/Expense Amount Tax Opinion	8.03(e)
Fee/Expense Escrow Account	8.03(e)
Filing Party	6.03(a)
Financing	6.17(a)
FIRPTA Certificate	3.05(b)

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Founders	6.02(b)
FSMA	4.22(f)
General Partner Approvals	Recitals
HK-Regulated Entity	4.22(g)
HoldCo	Recitals
HoldCo A	Recitals
HoldCo B	Recitals
HoldCo C	Recitals
HoldCos	Recitals
Insurance Policies	4.16
Intellectual Property Agreement	4.15(j)(iii)
Intellectual Property Agreements	4.15(j)(iii)
Intervening Event Notice Period	6.02(f)(ii)
Labor Agreement	4.18(m)
LP Certificate	3.02(a)
LP Certificates of Merger	2.02(b)(i)
LP Merger I	Recitals
LP Merger II	Recitals
LP Merger III	Recitals
LP Merger Subs	Preamble
LP Mergers	Recitals
LP Mergers Effective Time	2.02(b)(i)
LTIP	6.10(g)
Merger Sub I	Preamble
Merger Sub II	Preamble
Merger Sub III	Preamble
Merger Sub Inc	Preamble
Merger Subs	Preamble
Mergers	Recitals
Non-U.S. Plan	4.18(g)
Notice of Adverse Recommendation Change	6.02(e)(iii)
Notice of Intervening Event	6.02(f)(ii)
Notice Period	6.02(e)(iii)
Operating Partnerships	Preamble
Other Required Company Filing	6.04(b)
Parent	Preamble
Parent Closing Certificate	7.03(c)
parties	Preamble
party	Preamble
Paying Agent	3.03(a)
Potential Company Payment	8.03(e)
Premium Cap	6.07(b)
Proxy Statement	6.04(a)
PTCE	4.24(f)
Public Merger	Recitals
Public Merger Consideration	3.01(a)
REIT Cap	8.03(e)
REIT Qualification Ruling	8.03(e)

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Related Person Agreements	4.25
Release Document	8.03(e)
Remedial Action	6.03(d)
Restricted Stock Consideration	3.06(c)
Retention Program	6.10(g)
Reviewing Party	6.03(a)
Rollover	Recitals
Rollover Agreement	Recitals
Rollover Holders	Recitals
Rollover Interests	Recitals
RSU Consideration	3.06(b)
Special Committee	Recitals
Special Committee Recommendation	Recitals
Support Agreements	Recitals
Surviving Corporation	2.02(a)(i)
Surviving Limited Partnership	2.02(b)(i)
Surviving Limited Partnerships	2.02(b)(i)
Takeover Statute	4.27
Tax Proceeding	6.19(e)
Tax Purchase Price	6.19(g)
Terminating Company Breach	8.01(e)
Terminating Parent Breach	8.01(f)
TRA	5.13
Trade Controls	4.12(f)
Transactions	Recitals
UK-Regulated Entities	4.22(a)
UK-Regulated Entity	4.22(a)
Unvested Restricted Stock Consideration	3.06(c)
Unvested RSU Consideration	3.06(b)
Unvested Units	3.02(b)
Vested Performance Consideration	3.06(a)
Vested Restricted Stock Consideration	3.06(c)
Vested RSU Consideration	3.06(b)
Withholding Certificates	3.05(b)

Section 1.02 Definitional and Interpretative Provisions.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the phrase “without limitation,” and (vi) the word “or” shall be disjunctive but not exclusive.

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(b) The table of contents and headings in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) Unless the context of this Agreement otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto (subject to the terms and conditions to the effectiveness of such amendments contained herein and therein).

(d) Words denoting natural Persons shall be deemed to include business entities and vice versa and references to a Person are also to its permitted successors and assigns.

(e) Terms defined in the text of this Agreement have such meaning throughout this Agreement, unless otherwise indicated in this Agreement, terms defined in the singular have a comparable meaning when used in the plural and vice versa, and all terms defined in this Agreement shall have the meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(f) Any Law defined or referred to herein or in any agreement or instrument that is referred to herein means such Law as from time to time amended, modified or supplemented and (in the case of statutes) to any rules or regulations promulgated thereunder, including (in the case of statutes) by succession of comparable successor Laws (provided that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date, references to any statute shall be deemed to refer to such statute, as amended, and to any rules or regulations promulgated thereunder, in each case, as of such date).

(g) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party.

(h) Unless otherwise specified in this Agreement, when calculating the period of time within which, or following which, any action is to be taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded and if the last day of the period is a non-Business Day, the period in question shall end on the next Business Day or if any action must be taken hereunder on or by a day that is not a Business Day, then such action may be validly taken on or by the next day that is a Business Day. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

(i) The words “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

(j) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(k) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein, shall have the meaning as defined in this Agreement.

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(l) The word “party” shall, unless the context otherwise requires, be construed to mean a party to this Agreement. Any reference to a party to this Agreement or any other agreement or document contemplated hereby shall include such party’s successors and permitted assigns.

(m) Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful currency of the United States. All amounts in this Agreement shall be paid in U.S. Dollars, and if any amounts, costs, fees or expenses incurred by any party pursuant to this Agreement are denominated in a currency other than U.S. Dollars, to the extent applicable, the U.S. Dollar equivalent for such costs, fees and expenses shall be determined by converting such other currency to U.S. Dollars at the foreign exchange rates published in the Wall Street Journal or, if not reported thereby, another authoritative source reasonably determined by Parent, in effect at the time such amount, cost, fee or expense is incurred or to be calculated (as the case may be), and if the resulting conversion yields a number that extends beyond two (2) decimal points, rounded to the nearest penny.

(n) Each reference to the Effective Time shall be deemed to be followed by the words “(if any).”

(o) The word “breach” means (i) in the context of a breach of a representation and warranty, that such representation and warranty is not true and correct and (ii) in the context of a breach of a covenant or other obligation by a party, that such party has not complied with or performed such covenant or other obligation.

ARTICLE II

THE TRANSACTION

Section 2.01 The Closing. Subject to the terms and conditions of this Agreement, the consummation of the Transactions (the “Closing”) shall take place at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, at 10:00 a.m. (Eastern time) on the date which is two (2) Business Days after the date on which all conditions set forth in Section 7.01, Section 7.02 and Section 7.03 shall have been satisfied or waived (to the extent permitted by Applicable Law) (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other time and place as Parent and the Company may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”

Section 2.02 The Mergers.

(a) The Public Merger.

(i) Substantially contemporaneously with the Closing, the parties shall cause the Public Merger to be consummated by filing with the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) (A) a certificate of merger in the form attached hereto as Exhibit A (the “Certificate of Merger”) and executed in accordance with the relevant provisions of the DGCL, and (B) all other filings or recordings required under the DGCL in order to consummate the Public Merger. The Public Merger shall become effective at the time the Certificate of Merger has been filed with the Delaware Secretary of State or at such later effective time and date that is agreed to by the Company and Parent

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and specified in the Certificate of Merger (the “Effective Time”). As a result of the Public Merger, the separate corporate existence of Merger Sub Inc. shall cease and the Company shall continue its existence as a wholly owned Subsidiary of Parent (or a direct or indirect wholly owned Subsidiary of Parent) under the Laws of the State of Delaware. The Company, in its capacity as the corporation surviving the Public Merger, is sometimes referred to in this Agreement as the “Surviving Corporation.”

(ii) The Public Merger shall have the effects set forth in this Agreement, the Certificate of Merger and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, from and after the Effective Time, the Surviving Corporation shall possess all property, rights, privileges, powers and franchises of the Company and Merger Sub Inc., and all of the obligations, liabilities and duties of the Company and Merger Sub Inc. shall become the obligations, liabilities and duties of the Surviving Corporation.

(iii) At the Effective Time, the certificate of incorporation of the Company in effect immediately prior to the Effective Time shall be amended and restated in its entirety pursuant to the Public Merger to read in the form of the certificate of incorporation of the Surviving Corporation attached to Exhibit A hereto, and as so amended and restated shall be the certificate of incorporation of the Surviving Corporation.

(iv) From and after the Effective Time, the officers and directors of Merger Sub shall be the officers and directors of the Surviving Corporation, in each case, to hold office in accordance with the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation until their death, resignation or removal or until their respective successors are duly elected and qualified in accordance with the DGCL and the certificate of incorporation and bylaws of the Surviving Corporation.

(b) The LP Mergers.

(i) Substantially contemporaneously with the Closing, the parties shall cause the LP Mergers to be consummated by causing to be filed with the Delaware Secretary of State (A) the certificates of merger in the forms attached hereto as Exhibit B (the “LP Certificates of Merger”) and executed in accordance with the relevant provisions of the DLPA, and (B) all other filings or recordings required under the DLPA in order to consummate the LP Mergers. The LP Mergers shall become effective at the time the applicable LP Certificates of Merger have been filed with the Delaware Secretary of State or at such later effective time and date that is agreed to by the Company and Parent and specified in the LP Certificates of Merger (the “LP Mergers Effective Time”). As a result of the LP Mergers, the separate existence of Merger Sub I, Merger Sub II and Merger Sub III shall cease and each Operating Partnership shall continue its existence as a surviving partnership and a Subsidiary of Parent (or a direct or indirect wholly owned Subsidiary of Parent) under the Laws of the State of Delaware. Each Operating Partnership, in its capacity as the limited partnership surviving the LP Mergers, is sometimes referred to in this Agreement as a “Surviving Limited Partnership” and, collectively, the “Surviving Limited Partnerships.”

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(ii) The LP Mergers shall have the effects set forth in this Agreement, the LP Certificates of Merger and the applicable provisions of the DLPA. Without limiting the generality of the foregoing, from and after the LP Mergers Effective Time, the Surviving Limited Partnership of each LP Merger shall possess all property, rights, privileges, powers and franchises of, as applicable, the Operating Partnership and Merger Sub that are constituents to such LP Merger, and all of the obligations, liabilities and duties of, as applicable, the Operating Partnership and Merger Sub that are constituents to such LP Merger shall become the obligations, liabilities and duties of the Surviving Limited Partnership of such LP Merger.

(iii) At the LP Mergers Effective Time, (A) the certificate of limited partnership of each Operating Partnership in effect immediately prior to the LP Mergers Effective Time (as amended by the applicable merger certificate) shall be the certificate of limited partnership of the applicable Surviving Limited Partnership, and (B) the limited partnership agreement of each Operating Partnership in effect immediately prior to the LP Mergers Effective Time shall be the limited partnership agreement of the applicable Surviving Limited Partnership, in each case, until thereafter amended in accordance with the DLPA and as provided in such limited partnership agreement.

(iv) From and after the LP Mergers Effective Time, (A) the General Partner shall continue as the general partner of each Surviving Limited Partnership, Parent (or a direct or indirect wholly owned Subsidiary of Parent) shall be admitted as a limited partner of each Surviving Limited Partnership and each Surviving Limited Partnership shall be continued without dissolution, and (B) the officers of the General Partner of each Operating Partnership immediately prior to the LP Mergers Effective Time shall be the officers of the General Partner of the Surviving Limited Partnership surviving the LP Merger to which such Operating Partnership is a constituent, each to hold office in accordance with the limited partnership agreement of such Surviving Limited Partnership until their death, resignation or removal or until their respective successors are duly elected and qualified in accordance with the limited partnership agreement of such Surviving Limited Partnership, as the case may be.

ARTICLE III

CONVERSION OF SECURITIES

Section 3.01 Effect of Public Merger on Capital Stock. Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Public Merger and without any action on the part of Parent, Merger Sub Inc. or the Company or the holders of any of the following securities, the following shall occur:

(a) Conversion of Company Class A Common Stock. Each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (but excluding any Cancelled Shares, any Dissenting Shares and any unvested Company Restricted Stock Awards to be cancelled without payment in respect thereof pursuant to Section 3.06(c)) shall be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to $11.15 (such amount of cash, as may be adjusted pursuant to Section 3.01(f), is hereinafter referred to as the “Public Merger Consideration”), payable to the

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holder thereof, without interest, in accordance with Section 3.03(or in the case of a lost, stolen or destroyed Certificate, in accordance with Section 3.04). All of the shares of Company Class A Common Stock converted into the Public Merger Consideration pursuant to this Article III shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of such a share of Company Class A Common Stock represented by a certificate (each, a “Certificate”) and each holder of such a non-certificated share of Company Class A Common Stock represented by book-entry (each, a “Book-Entry Share”), in each case, outstanding immediately prior to the Effective Time shall thereafter cease to have any rights with respect to such securities, except the right to receive, upon surrender of such Certificates or Book-Entry Shares in accordance with Section 3.03 (or in the case of a lost, stolen or destroyed Certificate, in accordance with Section 3.04), the Public Merger Consideration, without interest.

(b) Cancellation of Company Class B Common Stock. All shares of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and shall cease to exist and no payment shall be made in respect thereof.

(c) Cancellation of Certain Company Common Stock. All shares of Company Common Stock that are owned directly by Parent, Merger Sub Inc. or any of their Subsidiaries immediately prior to the Effective Time or held in treasury of the Company (the “Cancelled Shares”) shall be cancelled and retired without any conversion thereof and shall cease to exist and no payment shall be made in respect thereof.

(d) Conversion of Merger Sub Inc. Common Stock. Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

(e) Treatment of Company Warrants. Each Company Warrant issued and outstanding immediately prior to the Effective Time shall survive the Public Merger and remain outstanding, but shall, upon any subsequent exercise of such Company Warrant (by delivery to the Surviving Corporation of the exercise notice and exercise price pursuant to the terms of such Company Warrant), be entitled to receive only the Warrant Consideration for each share of Company Common Stock for which such Company Warrant was exercisable immediately prior to the Closing; provided that the holder of any Company Warrant may notify the Company (or, after the Effective Time, the Surviving Corporation) in accordance with the terms of such Company Warrant before the 30th day after a Change of Control (as defined in each Company Warrant) that such holder is exercising the holder’s right to cause the Company to purchase such Company Warrant from such holder for the Black-Scholes Value of the remaining unexercised portion of such Company Warrant in accordance with its terms; provided, further, that in no event may any holder of Company Warrants receive both the Warrant Consideration and the Black-Scholes Value in exchange for such Company Warrant.

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(f) Adjustments. Without limiting the other provisions of this Agreement, if any change in the outstanding shares of Company Capital Stock has occurred, is occurring or shall occur by reason of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares (including as a result of any Operating Partnership Units being exchanged into shares of Company Class A Common Stock), or any stock dividend or stock distribution thereon or unit dividend or unit distribution on the Operating Partnership Units (including any dividend or distribution of securities convertible into Company Capital Stock or Operating Partnership Units, as appropriate) with a record date during the period between the date of this Agreement and the Effective Time, the Public Merger Consideration shall be equitably adjusted to provide the same economic effect as contemplated by this Agreement. Nothing in this Section 3.01(f) shall be construed to permit any action that is otherwise prohibited or restricted by any other provision of this Agreement (including, for the avoidance of doubt, Section 6.01).

Section 3.02 Effect of LP Mergers on Operating Partnership Units. At the LP Mergers Effective Time, by virtue of the LP Mergers and without any action on the part of Parent, Merger Sub I, Merger Sub II, Merger Sub III or the Operating Partnerships or their respective partners, the following shall occur:

(a) Conversion of Certain Operating Partnership Units. Each LP Class A Unit, LP Class A-1 Unit, LP Class E Unit, LP Class P Unit and LP Class P-4 Unit issued and outstanding immediately prior to the LP Mergers Effective Time that is vested at the LP Mergers Effective Time or vests as a result of the consummation of the Transactions, in each case, in accordance with the Operating Partnership LPAs and any applicable award agreement (but excluding any Cancelled Units and Unvested Units) shall be cancelled and extinguished and automatically converted into and shall thereafter represent the right to receive an amount in cash equal to its applicable LP Merger Consideration, payable to the holder thereof, without interest, in accordance with Section 3.03 (or in the case of a lost, stolen or destroyed Certificate, in accordance with Section 3.04). All of the Operating Partnership Units converted into the LP Merger Consideration pursuant to this Article III, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of such an Operating Partnership Unit represented by a certificate (each, a “LP Certificate”) and each holder of such a non-certificated Operating Partnership Unit represented by book-entry (each, a “Book-Entry Unit”), in each case, outstanding immediately prior to the LP Mergers Effective Time shall thereafter cease to have any rights with respect to such securities, except the right to receive, upon surrender of such LP Certificates or Book-Entry Units in accordance with Section 3.03 (or in the case of a lost, stolen or destroyed Certificate, in accordance with Section 3.04), the LP Merger Consideration, without interest. The LP Merger Consideration payable in respect of each Operating Partnership Unit shall be set forth in a schedule to be prepared by the Company and delivered to Parent no later than two (2) Business Days prior to Closing, and (i) all amounts and allocations set forth in such schedule shall be conclusive and binding upon the Operating Partnerships and each holder of Operating Partnership Units, (ii) the parties acknowledge and agree that the Parent Related Parties shall be entitled to rely on such schedule as setting forth a true, correct and complete listing of all items set forth in such schedule, (iii) none of the Parent Related Parties or, after Closing, the Company Related Parties shall have any obligation to verify the accuracy of such schedule, (iv) none of the Parent Related Parties shall have any liability or obligation to any Person, including any holder of Operating Partnership Units, for any liabilities arising from or relating to errors, omissions or inaccuracies in calculating the LP Merger Consideration payable in respect of each Operating Partnership Unit and (v) the letter of transmittal required to be completed, executed and delivered by holders of Operating Partnership Units in accordance with Section 3.03 shall (x) set forth all of the foregoing and (y) include a release by the applicable holder of Operating Partnership Units of any purported or actual inaccuracy contained in such spreadsheet or any failure of such spreadsheet to allocate the LP Merger Consideration in accordance with the Operating Partnership LPAs, Applicable Law, this Agreement or any Contract governing or relating to any Operating Partnership Unit.

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(b) Cancellation of Unvested Operating Partnership Units, LP Profit Sharing Interests and LP Class C Units. Effective as of the Effective Time, the Acquired Companies will take all steps required prior to the Effective Time to cancel and retire without any conversion thereof any (i) Operating Partnership Unit held by a Company Service Provider that is unvested at the LP Mergers Effective Time and that does not vest as a result of the consummation of the Transactions, in each case, in accordance with the Operating Partnership LPAs and any applicable award agreement (the “Unvested Units”), (ii) LP Profit Sharing Interests and (iii) LP Class C Units such that the Unvested Units, the LP Profit Sharing Interests and the LP Class C Units shall cease to exist and no payment shall be made in respect thereof.

(c) No Conversion of LP Class B Units. All LP Class B Units issued and outstanding immediately prior to the LP Mergers Effective Time shall not be converted, cancelled nor extinguished and shall continue to remain outstanding as LP Class B Units of the applicable Surviving Limited Partnership following the LP Mergers Effective Time, and the holder of such LP Class B Units that is the general partner of the Operating Partnerships immediately prior to the LP Mergers Effective Time shall continue as general partner of the Operating Partnerships.

(d) General Partner Interest. The general partner interest of the General Partner as general partner of each Operating Partnership outstanding immediately prior to the LP Mergers Effective Time shall not be converted, cancelled nor extinguished and shall remain outstanding following the LP Mergers Effective Time, and the General Partner shall continue as the general partner of each Operating Partnership.

(e) Rollover Interests. For the avoidance of doubt, the Rollover Interests held by each of the Rollover Holders that are outstanding immediately prior to the LP Mergers Effective Time shall not be converted, cancelled or extinguished and shall be contributed to the applicable HoldCo in accordance with the Rollover Agreement and shall be treated in accordance with Section 3.02(f), and HoldCo A shall continue as a limited partner of Capital LP, HoldCo B shall continue as a limited partner of Advisors LP and HoldCo C shall continue as a limited partner of Advisors II LP.

(f) Cancellation of Certain Operating Partnership Units. Subject to Section 3.02(c) and Section 3.02(e), all Operating Partnership Units that are owned directly by Parent, Merger Sub I, Merger Sub II, Merger Sub III or any of their Subsidiaries (including the Rollover Interests) or held in treasury of the Operating Partnerships immediately prior to the LP Mergers Effective Time (the “Cancelled Units”) shall, by virtue of the LP Mergers, and without any action on the part of the holder thereof, be cancelled and retired without any conversion thereof and shall cease to exist and no payment shall be made in respect thereof.

(g) Conversion of Merger Sub I, Merger Sub II and Merger Sub III Units. Each issued and outstanding limited partner interest of Merger Sub I, Merger Sub II and Merger Sub III issued and outstanding immediately prior to the LP Mergers Effective Time shall be converted into and become one (1) Class A Common Unit of the applicable Surviving Limited Partnership, and the holder of such limited partner interest of Merger Sub I, Merger Sub II and Merger Sub III shall be admitted as a limited partner of each Surviving Limited Partnership.

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(h) Adjustments. Without limiting the other provisions of this Agreement, if any change in the outstanding units of Operating Partnership Units has occurred, is occurring or shall occur by reason of any reclassification, recapitalization, or combination, exchange or readjustment of units (including any Operating Partnership Units being exchanged into shares of Company Class A Common Stock), or any unit dividend or unit distribution thereon or stock dividend or stock distribution on the Operating Partnership Units (including any dividend or distribution of securities convertible into Company Capital Stock or Operating Partnership Units, as appropriate) with a record date during the period between the date of this Agreement and the LP Mergers Effective Time, the LP Merger Consideration shall be equitably adjusted to provide the same economic effect as contemplated by this Agreement, the Operating Partnership LPAs and the Exchange Agreements. Nothing in this Section 3.02(h) shall be construed to permit any action that is otherwise prohibited or restricted by any other provision of this Agreement (including, for the avoidance of doubt, Section 6.01).

Section 3.03 Surrender and Payment.

(a) Prior to the Effective Time and LP Mergers Effective Time, as applicable, Parent shall select a financial institution reasonably acceptable to the Company to act as paying agent for the Public Merger and the LP Mergers (the “Paying Agent”) and enter into a paying agent agreement, in form and substance reasonably acceptable to the Company, with such Paying Agent. Prior to the Effective Time and LP Mergers Effective Time, Parent shall deposit or cause to be deposited (i) with the Paying Agent, cash in an amount sufficient to pay the aggregate Public Merger Consideration, LP Merger Consideration and Warrant Consideration (if applicable) required to be paid in accordance with Section 3.01 and Section 3.02 (such cash shall be referred to in this Agreement as the “Exchange Fund”), and (ii) with the Company, cash in an amount sufficient to pay the aggregate RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration in accordance with Section 3.06 (such cash shall be referred to in this Agreement as the “Compensatory Award Fund”). In the event the Exchange Fund or the Compensatory Award Fund shall be insufficient to make the payments in connection with the Public Merger and the LP Mergers contemplated by Section 3.01, Section 3.02 or Section 3.06, respectively, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent or the Surviving Corporation, as applicable, in an amount that is equal to the deficiency in the amount required to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Public Merger Consideration and LP Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02 out of the Exchange Fund. Parent shall cause the Surviving Corporation to pay the RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration contemplated to be paid pursuant to Section 3.06 out of the Compensatory Award Fund.

(b) As soon as reasonably practicable after the Effective Time and the LP Mergers Effective Time, as applicable, and in any event not later than the second (2nd) Business Day following the Effective Time and the LP Mergers Effective Time, as applicable, Parent will cause the Paying Agent to send to each holder of record (as of immediately prior to the Effective Time and the LP Mergers Effective Time) of (i) an outstanding share of Company Class A Common

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Stock represented by a Certificate or an outstanding Book-Entry Share immediately prior to the Effective Time (other than the Cancelled Shares and except for any Dissenting Shares and any unvested Company Restricted Stock Awards to be cancelled without payment in respect thereof pursuant to Section 3.06(c)) and (ii) an outstanding Operating Partnership Unit represented by a LP Certificate or an outstanding Book-Entry Unit immediately prior to the LP Mergers Effective Time (other than the Unvested Units, LP Class B Units or Cancelled Units): (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or LP Certificates (or effective affidavits of loss in lieu thereof as provided in Section 3.04) or Book-Entry Shares or Book-Entry Units, as applicable, to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of shares of Company Class A Common Stock outstanding immediately prior to the Effective Time and Operating Partnership Units outstanding immediately prior to the LP Mergers Effective Time and entitled to LP Merger Consideration pursuant to Section 3.02 to the Paying Agent, and (y) instructions for use in effecting the surrender of Certificates or LP Certificates (or effective affidavits of loss in lieu thereof as provided in Section 3.04) or Book-Entry Shares or Book-Entry Units, as applicable, in exchange for the Public Merger Consideration or LP Merger Consideration in such form as Parent and the Company may reasonably agree.

(c) Upon the surrender of a Certificate or LP Certificate (or affidavit of loss in lieu thereof as provided in Section 3.04) or Book-Entry Shares or Book-Entry Units, as applicable, for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, including the Withholding Certificate from holders of Operating Partnership Units and such other documents as may be reasonably required pursuant to such instructions, the holder of such shares of Company Class A Common Stock or Operating Partnership Units represented by such Certificate or LP Certificate as of immediately prior to the Effective Time or of such Book-Entry Share or Book-Entry Unit immediately prior to the Effective Time shall be entitled to receive in exchange therefor and Parent shall cause the Paying Agent to pay in exchange therefor, as promptly as practicable (but in any event within two (2) Business Days), an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (i) the number of shares of Company Class A Common Stock or Operating Partnership Units represented by such Certificate or LP Certificate or of such Book-Entry Share or Book-Entry Unit by (ii) the Public Merger Consideration or LP Merger Consideration pursuant to the provisions of this Article III, and the Certificates, LP Certificates, Book-Entry Shares or Book-Entry Units surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Class A Common Stock or an Operating Partnership Unit that is not registered in the transfer records of the Company or the Operating Partnerships, as applicable, payment of the appropriate amount of Public Merger Consideration or LP Merger Consideration may be made to a Person other than the Person in whose name the Certificate, LP Certificate, Book-Entry Share or Book-Entry Unit so surrendered is registered, if such Certificate or LP Certificate shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents reasonably required by the Paying Agent) or such Book-Entry Share or Book-Entry Unit shall be properly transferred. The Paying Agent will accept the Certificates, LP Certificates, Book-Entry Share or Book-Entry Unit upon compliance with such reasonable terms and conditions as the Paying Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate, LP Certificate, Book-Entry Share or Book-Entry Unit. Until so surrendered, the Certificates and the LP Certificates, Book-Entry Share or Book-Entry Unit shall be deemed from and after the Effective Time and the LP Mergers Effective Time to evidence only the right to receive the consideration payable in respect thereof pursuant to Section 3.01 or Section 3.02, as applicable.

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(d) Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 2:00 P.M. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of shares of Company Class A Common Stock and the number of Operating Partnership Units held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Public Merger Consideration and the LP Merger Consideration, as applicable (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 2:00 P.M. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the first (1st) Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

(e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate, LP Certificate, Book-Entry Share or Book-Entry Unit is registered, it shall be a condition of such payment that the Person requesting such payment shall pay, or cause to be paid, any Transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate, LP Certificate, Book-Entry Share or Book-Entry Unit or shall establish to the reasonable satisfaction of the Paying Agent that such Taxes have been paid or are not payable.

(f) After the Effective Time and LP Mergers Effective Time, as applicable, there shall be no further registration of transfers of shares of Company Class A Common Stock or Operating Partnership Units that were issued and outstanding immediately prior to the Effective Time, as applicable. From and after the Effective Time and the LP Mergers Effective Time, as applicable, the outstanding shares of Company Class A Common Stock and Operating Partnership Units that are canceled pursuant to Section 3.02 represented by Certificates or LP Certificates immediately prior to the Effective Time, and the Book-Entry Shares or Book-Entry Units outstanding immediately prior to the Effective Time and LP Mergers Effective Time, as applicable, will no longer be outstanding and will be cancelled automatically and cease to exist and each holder thereof shall cease to have any rights with respect to such shares of Company Class A Common Stock and Operating Partnership Units, except as otherwise provided in this Agreement or by Applicable Law. If, after the Effective Time and the LP Mergers Effective Time, as applicable, Certificates, LP Certificates, Book-Entry Shares, Book-Entry Units or the Company Warrants are presented to the Paying Agent, the Surviving Corporation, the Surviving Limited Partnerships or Parent, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III.

(g) Any portion of the Exchange Fund (including the proceeds of any investments of the Exchange Fund) that remains unclaimed by the holders of shares of Company Class A Common Stock, Operating Partnership Units or the Company Warrants (if applicable) after the date which is one (1) year following the Effective Time shall be returned to Parent or an Affiliate thereof designated by Parent. Any holder of shares of Company Common Stock, Operating Partnership Units or Company Warrants (if applicable) who has not exchanged his, her or its shares

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of Company Class A Common Stock (including the shares of the Company Class A Common Stock into which the Company Warrants are exercised pursuant to Section 3.01(e) (if applicable)) or Operating Partnership Units in accordance with this Section 3.03 prior to that time shall thereafter look only to Parent (as general unsecured creditors thereof) for delivery of the Public Merger Consideration, LP Merger Consideration, Warrant Consideration (if applicable) or Black-Scholes Value (after giving effect to any required Tax withholdings) in respect of such holder’s shares of Company Class A Common Stock, Operating Partnership Units or Company Warrants. The Company shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Certificates, LP Certificates, Book-Entry Shares or Book-Entry Units for the Public Merger Consideration, the LP Merger Consideration or the Warrant Consideration (if applicable). Notwithstanding the foregoing, none of Parent, the Company, the Surviving Corporation or the Surviving Limited Partnerships shall be liable to any Person, including any former holder of shares of Company Class A Common Stock, Operating Partnership Units, Company Warrants or Company Stock Awards, including for any Public Merger Consideration, LP Merger Consideration, Warrant Consideration (if applicable), RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration that is required to be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. To the fullest extent permitted by Law, immediately prior to the date any Public Merger Consideration or LP Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, such Public Merger Consideration and LP Merger Consideration shall become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

(h) The Paying Agent shall invest any cash included in the Exchange Fund as directed by Parent or, after the Effective Time and the LP Mergers Effective Time, as applicable, the Surviving Corporation or the Surviving Limited Partnerships; provided that (i) no such investment shall relieve Parent or the Paying Agent from making the payments required by this Article III, and following any losses Parent shall promptly provide additional funds to the Paying Agent for the benefit of the holders of Company Class A Common Stock or Operating Partnership Units in the amount of such losses and (ii) no such investment shall have maturities that could prevent or materially delay payment obligations of the Parent to be made pursuant to Section 3.03. Any interest or income produced by such investments will be payable to Parent or its designee as directed by Parent.

(i) All Public Merger Consideration, LP Merger Consideration, Warrant Consideration (if applicable), RSU Consideration, Restricted Stock Consideration and Vested Performance Consideration issued or paid upon conversion of the shares of Company Class A Common Stock (including the shares of the Company Class A Common Stock into which the Company Warrants are exercised pursuant to Section 3.01(e) (if applicable)), Operating Partnership Units or the Company Stock Awards, as applicable, in accordance with the terms of this Agreement, shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such shares of Company Class A Common Stock, Operating Partnership Units, Company Warrants (if applicable) or Company Stock Awards, as the case may be, that were issued and outstanding immediately prior to the Effective Time.

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Section 3.04 Lost Certificates. If any Certificate or LP Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (in form and substance reasonably acceptable to Parent) by the Person claiming such Certificate or LP Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond reasonably sufficient to indemnify Parent and the Surviving Corporation against any claim that may be made against Parent or the Surviving Corporation with respect to such Certificate or LP Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate or LP Certificate the Public Merger Consideration or LP Merger Consideration, as applicable, to be paid in respect of the shares of Company Class A Common Stock represented by such Certificate or Operating Partnership Units represented by such LP Certificate, as of immediately prior to the Effective Time and the LP Mergers Effective Time, as applicable, as contemplated by this Article III.

Section 3.05 Withholding Rights.

(a) Each of Parent, Merger Sub Inc., Merger Sub I, Merger Sub II, Merger Sub III, the Surviving Corporation, the Surviving Limited Partnerships, their respective Subsidiaries and Affiliates and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement, including consideration payable to any holder or former holder of Company Stock Awards, such amounts as is required to deduct and withhold with respect to the making of such payment pursuant to the Code or under any provision of Tax Law. Except with respect to any withholding or deduction (x) required pursuant to Sections 1445 or 1446(f) of the Code as a result of a failure to provide any Withholding Certificates or the FIRPTA Certificate or (y) related to any compensatory amounts payable in connection with any payment under this Agreement, in the event Parent determines that it or Merger Subs are required to withhold or deduct pursuant to this Section 3.05 with respect to amounts otherwise payable to holders of Operating Partnership Units on the Closing Date, Parent and the Merger Subs shall use reasonable best efforts to provide notice to the Company of any such deduction or withholding at least three (3) Business Days in advance of the Closing Date and shall reasonably cooperate with the Company or the Operating Partnerships, as applicable, to minimize or eliminate such deduction or withholding to the extent permitted by Law. To the extent that amounts are deducted or withheld and paid over to the appropriate Governmental Authority by Parent, the Merger Subs, the Surviving Corporation, the Surviving Limited Partnerships, their respective Subsidiaries or the Paying Agent, as the case may be, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

(b) The letter of transmittal shall require that each holder of an Operating Partnership Unit as of immediately prior to the LP Mergers Effective Time (other than LP Class B Units, Unvested Units and Cancelled Units) deliver a duly executed IRS Form W-9 or IRS Form W-8BEN or other applicable IRS Form W-8 (along with, unless such holder delivers a duly executed IRS Form W-9, such Section 1446(f) withholding certificate (in form and substance reasonably satisfactory to Parent) pursuant to Treasury Regulations Section 1.1446(f)-2 as reasonably determined by Parent that such holder is legally entitled to provide (the “Withholding Certificates”)). Prior to any payment of LP Merger Consideration, unless each holder of an Operating Partnership Unit as of immediately prior to the LP Mergers Effective Time (other than LP Class B Units, Unvested Units and Cancelled Units) delivers a duly executed IRS Form W-9, the applicable Operating Partnership shall deliver to Parent a duly executed affidavit dated as of the Closing Date from the applicable Operating Partnership, in accordance with Treasury Regulation Section 1.1445-11T(d)(2) and in form and substance reasonably satisfactory to Parent

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(the “FIRPTA Certificate”), certifying that fifty percent or more of the value of its gross assets does not consist of U.S. real property interests, or that ninety percent or more of the value of its gross assets does not consist of U.S. real property interests plus cash or cash equivalents. Notwithstanding anything to the contrary, the sole remedy in connection with a failure by a holder of an Operating Partnership Unit as of immediately prior to the LP Mergers Effective Time to deliver such Withholding Certificates or by the applicable Operating Partnership to deliver the affidavit described in the immediately preceding sentence shall be for Parent to withhold payment in accordance with this Section 3.05 with respect to the portion of the LP Merger Consideration payable to the relevant former holder of Operating Partnership Units.

Section 3.06 Treatment of Company Stock Awards.

(a) Treatment of Company Performance Awards. Effective as of the Effective Time, automatically and without any action on the part of the holder thereof or the Acquired Companies, (i) each Company Performance Award that remains outstanding immediately prior to the Effective Time that is permitted to be or is automatically cancelled pursuant to its terms as in effect as of the date hereof, including after giving effect to Section 3.06(d) hereof, shall be cancelled and retired without any conversion thereof and shall cease to exist and no payment shall be made in respect thereof, (ii) each Company Performance Award that remains outstanding immediately prior to the Effective Time that is vested or that vests at the Effective Time pursuant to its terms as in effect as of the date hereof shall be converted into the right to receive, subject to Section 3.05, an amount in cash (without interest and subject to applicable withholdings) (the “Vested Performance Consideration”), equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock underlying such Company Performance Award (or vested portion thereof, as applicable) immediately prior to the Effective Time, by (y) the Public Merger Consideration. Effective as of the Effective Time, each other Company Performance Award that remains outstanding as of the Effective Time will be cancelled and terminated without any consideration payable to the holders thereof.

(b) Treatment of Company RSU Awards. Effective as of immediately prior to the Effective Time, automatically and without any action on the part of the holder thereof or the Acquired Companies, (i) each Company RSU Award that remains outstanding immediately prior to the Effective Time that is vested or that vests at the Effective Time pursuant to its terms as in effect as of the date hereof shall be converted into the right to receive, subject to Section 3.05, an amount in cash (without interest and subject to applicable withholdings) (the “Vested RSU Consideration”), equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock underlying such vested Company RSU Award immediately prior to the Effective Time, by (y) the Public Merger Consideration and (ii) each Company RSU Award that remains outstanding immediately prior to the Effective Time that is unvested (and to the extent not vested at the Effective Time) will automatically be cancelled and converted into a restricted cash award (which, for the avoidance of doubt, is a contractual right and not an equity security), which shall have a cash value (each, a “Converted RSU Award”) equal to the product of (x) the aggregate number of shares of Company Common Stock underlying such unvested Company RSU Award immediately prior to the Effective Time multiplied by (y) the Public Merger Consideration. Each Converted RSU Award corresponding to a Company RSU Award outstanding as of the date hereof shall be subject to substantially the same terms and conditions as applied to the corresponding Company RSU Award immediately prior to the Effective Time and shall be paid (without interest and subject to applicable withholdings) promptly upon vesting (the “Unvested RSU Consideration,” and together with the Vested RSU Consideration, the “RSU Consideration”).

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(c) Treatment of Company Restricted Stock Awards. Notwithstanding anything herein to the contrary, effective as of immediately prior to the Effective Time, automatically and without any action on the part of the holders thereof or the Acquired Companies, (i) each Company Restricted Stock Award (or portion thereof) that is vested as of the Effective Time or that vests at the Effective Time pursuant to its terms as in effect as of the date hereof shall be treated as shares in accordance with Section 3.01(a) of this Agreement; provided that the payment of Public Merger Consideration in respect thereof shall be subject to applicable withholdings (the “Vested Restricted Stock Consideration”), and (ii) each Company Restricted Stock Award that remains outstanding immediately prior to the Effective Time that is unvested (and to the extent not vested at the Effective Time) will automatically terminate and be cancelled and converted into a restricted cash award (which, for the avoidance of doubt, is a contractual right and not an equity security), which shall have a cash value (each, a “Converted Restricted Stock Award”) equal to the product of (x) the aggregate number of shares of Company Common Stock underlying such unvested Company Restricted Stock Award immediately prior to the Effective Time multiplied by (y) the Public Merger Consideration. Each Converted Restricted Stock Award corresponding to a Company Restricted Stock Award outstanding as of the date hereof shall be subject to substantially the same terms and conditions as applied to the corresponding Company Restricted Stock Award immediately prior to the Effective Time and shall be paid (without interest and subject to applicable withholdings) promptly upon vesting (the “Unvested Restricted Stock Consideration,” and together with the Vested Restricted Stock Consideration, the “Restricted Stock Consideration”).

(d) Termination of Company Stock Plans and Certain Company Performance Awards; Further Actions. As of the Effective Time, no further Company Stock Awards, shares of Company Capital Stock, Operating Partnership Units or other rights with respect to Company Securities shall be granted or purchased, as applicable, pursuant to the Company Stock Plans, and the Company Stock Plans shall be terminated. The Company shall adopt, or cause to be adopted, resolutions providing for the treatment of the Company Stock Plans and certain Company Performance Awards as set forth in this Section 3.06(d).

Section 3.07 Dissenting Shares.

(a) Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Class A Common Stock held by a holder who neither voted in favor of adoption of this Agreement or consented thereto in writing with respect to such share and for which the holder or Beneficial Owner has properly and validly perfected its statutory rights of appraisal in respect of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost its rights to appraisal (each such share, a “Dissenting Share”), if any, such Dissenting Shares shall not be converted into or represent a right to receive any portion of the Public Merger Consideration and such holders and Beneficial Owner thereof shall be entitled to such rights as are granted by Section 262 of the DGCL, and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL;

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provided, however, that (i) if any holder or Beneficial Owner of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively and effectively withdraws or loses (through failure to perfect or otherwise) the right to dissent or its right for appraisal of such Dissenting Shares, (ii) if any holder or Beneficial Owner of Dissenting Shares fails to establish his, her or its entitlement to appraisal rights as provided in the DGCL or (iii) if a court of competent jurisdiction shall determine that such holder or Beneficial Owner is not entitled to the relief provided by Section 262 of the DGCL, such holder(s) or Beneficial Owner(s) (as the case may be) shall forfeit the right to appraisal of such shares of Company Class A Common Stock and such shares of Company Class A Common Stock shall thereupon cease to constitute Dissenting Shares, and each such share of Company Class A Common Stock shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without interest thereon, the Public Merger Consideration.

(b) The Company shall give Parent (i) prompt notice of all demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL received by the Company in connection with the Mergers and (ii) the reasonable opportunity to participate in all Proceedings with respect to demands for appraisal under Applicable Law of Delaware in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any demands for payment, in respect of Dissenting Shares. Any portion of the Public Merger Consideration made available to the Paying Agent pursuant to Section 3.03 to pay for shares of Company Class A Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (a) as set forth in the Company Disclosure Letter or (b) as disclosed in the Company SEC Documents (other than (i) disclosures contained or referenced in the “Risk Factors” section of any Company SEC Documents, (ii) any disclosures contained or referenced in any “forward-looking statements” section in the Company SEC Documents and (iii) any other disclosures or information contained or referenced in the Company SEC Documents, to the extent such statements are predictive, non-specific, cautionary or forward-looking in nature) filed by the Company on or after the Look-Back Date and available to the public at least two (2) Business Days prior to the date hereof, the Company represents and warrants to Parent and the Merger Subs as follows:

Section 4.01 Organization.

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all corporate power and authority required to carry on its business as currently conducted and to own, lease or operate its properties and assets (except, in each case, where such failure would not reasonably be expected to be material and adverse to the Acquired Companies taken as a whole). The Company is duly qualified to do business as a foreign corporation and, where such concept is recognized, is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Company Material Adverse Effect.

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(b) Section 4.01(b) of the Company Disclosure Letter contains a true, correct and complete list of the name and jurisdiction of organization or formation and schedule of equityholders of each Subsidiary of the Company. Each of the Subsidiaries of the Company (i) has been duly organized and is validly existing and, where such concept is recognized, is in good standing under the Applicable Laws of the jurisdiction of its organization; (ii) is duly qualified to do business and, where such concept is recognized, is in good standing as a foreign entity in all jurisdictions in which the conduct of its business or the activities it is engaged makes such licensing or qualification necessary; except where such failure would not reasonably be expected to be material to the Acquired Companies taken as a whole; and (iii) has all corporate or partnership power and authority required to carry on its business as currently conducted, except where such failure would not reasonably be expected to be material to the Acquired Companies taken as a whole. The Company has made available to Parent true, correct and complete copies of the organizational documents of each of the Acquired Companies.

(c) Sculptor (Shanghai) Overseas Investment Fund Management Co., Ltd. (司韬（上海）海外投资基金管理有限公司) has deregistered as a PRC fund manager with the Asset Management Association of China (AMAC) and it remains to be a normal wholly-foreign-owned enterprise (WFOE) in China with no employee or business since June 21, 2021.

Section 4.02 Authority. The Company and each Operating Partnership has all requisite corporate or partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the receipt of the Required Company Stockholder Approval, to consummate the Transactions. Assuming the accuracy of the representations and warranties set forth in Section 5.07, the execution, delivery and performance by the Company and the Operating Partnerships of this Agreement, and the consummation of the Transactions have been duly and validly authorized and approved by all necessary corporate or partnership action on the part of the Company, the General Partner and each Operating Partnership subject to the receipt of the Required Company Stockholder Approval, and no other corporate or partnership proceedings on the part of the Company or Operating Partnerships are necessary to authorize the execution and delivery of this Agreement or for the Company or the Operating Partnerships to consummate the Transactions (other than, with respect to the Public Merger and the LP Mergers, the filing of the Certificate of Merger and the LP Certificates of Merger with the Delaware Secretary of State). Assuming the due authorization, execution and delivery by Parent and the Merger Subs of this Agreement and the accuracy of the representations and warranties set forth in Section 5.07, this Agreement has been duly and validly executed and delivered by the Company and Operating Partnerships and constitutes the legal, valid and binding obligation of the Company and Operating Partnerships, enforceable against the Company and Operating Partnerships in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (ii) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). Prior to the execution of the Support Agreements, the Company Board (acting upon the unanimous recommendation of the Special Committee to take such action) approved the Support Agreements and the transactions contemplated thereby. Except for the Required Company Stockholder Approval and the General Partner Approvals, no other vote of the holders of any class or series of Company Capital Stock or Operating Partnership Units is necessary pursuant to Applicable Law or the organizational documents of the Acquired Companies to adopt this Agreement and consummate the Transactions.

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Section 4.03 Company Board Approval; Fairness Opinion.

(a) The Special Committee has duly adopted resolutions (i) determining that this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, are fair to, advisable and in the best interests of, the Company and its stockholders, and (ii) making the Special Committee Recommendation.

(b) The Company Board, acting upon the Special Committee Recommendation, has duly adopted resolutions (i) determining that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company Stockholders, (ii) approving the execution and delivery of this Agreement by the Company, the performance by the Company and each of the Operating Partnerships of its obligations hereunder and the consummation of the Transactions on the terms and subject to the conditions set forth herein, (iii) directing that this Agreement be submitted to the Company Stockholders for their adoption and (iv) subject to Section 6.02, recommending adoption of this Agreement by the Company Stockholders in accordance with the DGCL (such recommendation, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn, rescinded or modified in any way as of the date hereof.

(c) As of the date of this Agreement:

(i) The Company Board has received the written opinion (or an oral opinion to be confirmed in writing) of the Company’s financial advisor J.P. Morgan Securities LLC, to the effect that, as of the date of such opinion, and based upon and subject to the assumptions made, procedures followed, and matters considered and limitations on the review undertaken by J.P. Morgan Securities LLC in preparing its opinion, the Public Merger Consideration to be paid pursuant to, and in accordance with, the terms of this Agreement to the holders of shares of Company Class A Common Stock is fair, from a financial point of view, to such holders; and

(ii) The Special Committee has received the written opinion (or an oral opinion to be confirmed in writing) of PJT Partners LP to the effect that, as of the date of such opinion, and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered and conditions, qualifications, and limitations on the review undertaken by PJT Partners LP in connection with the opinion, the Public Merger Consideration to be received pursuant to, and in accordance with, the terms of this Agreement by the holders of Company Class A Common Stock (other than holders of Company Class A Common Stock that hold Operating Partnership Units and their respective Affiliates that are holders of Company Class A Common Stock) is fair, from a financial point of view, to such holders. The Company shall, following the execution of this Agreement by all parties, furnish an accurate, complete and confidential copy of such said opinion letters to Parent solely for informational purposes.

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(d) The Company has adopted resolutions providing that any Company Performance Award for which the applicable performance condition is not deemed to be satisfied on the basis of the Public Merger Consideration shall be deemed to be unable to satisfy the applicable performance condition and shall be cancelled.

Section 4.04 Governmental Authorization. No Governmental Permits are required in connection with the execution, delivery and performance of this Agreement or the consummation of the Transactions other than (a) the filing of the Certificate of Merger and each LP Certificate of Merger with the Delaware Secretary of State, (b) compliance with and filings or notifications under any applicable requirements of the HSR Act and any other applicable U.S. or foreign competition, antitrust, merger control or investment Laws (together with the HSR Act, the “Antitrust Laws”), (c) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (d) any Required Irish FDI Filing, (e) compliance with and filings or notifications listed in Section 4.04 of the Company Disclosure Letter, (f) such other Governmental Permits, the failure to obtain which would not reasonably be expected to have a Company Material Adverse Effect and (g) any filings, consents or other notifications as may be required as a result of the business or identity of Parent or any of its Affiliates.

Section 4.05 Non-Contravention.

(a) Except as set forth on Section 4.05 of the Company Disclosure Letter or any required Client Consent in connection with the Transactions, and assuming the accuracy of the representations and warranties set forth in Section 5.07, the execution, delivery and performance by the Company and Operating Partnerships of this Agreement and the consummation by the Company and Operating Partnerships of the Transactions do not and will not (i) contravene, conflict with or result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of any Acquired Company or any Portfolio Company or any Fund Documentation, (ii) assuming that the Governmental Permits referred to in Section 4.04 have been obtained, contravene, conflict with or result in a violation or breach of any Applicable Law, (iii) assuming compliance with the matters referred to in clauses (a) through (f) of Section 4.04 and, in the case of the consummation of the Public Merger, subject to obtaining the Required Company Stockholder Approval, require any consent (other than Client Consents) by any Person under, constitute a default, or constitute an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which an Acquired Company, any Fund or any Portfolio Company is entitled under any Contract to which any Acquired Company, any Fund or any Portfolio Company is a party or to which any of their respective properties or assets are bound or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of any Acquired Company, any Fund or any Portfolio Company, except in the case of clauses (ii), (iii) and (iv) above and, in the case of clause (i) above solely as it relates to any Portfolio Company, any such violation, breach, default, right, termination, amendment, acceleration, cancellation, or loss that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect or prevent or materially delay the consummation of the Transactions.

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(b) No consent, waiver, approval, Governmental Order or Governmental Permit is required on the part of any Acquired Company, any CFO Manager, any CLO Manager, any CBO Manager, any Securitization Manager, any Fund or any Portfolio Company in connection with the execution and delivery by the Company and the Operating Partnerships of this Agreement, the compliance by the Company and the Operating Partnerships with any of the provisions hereof, or the consummation of the Transactions, except for (i) the filing of the Certificate of Merger and the LP Certificates of Merger with the Delaware Secretary of State, and of appropriate documents with the relevant authorities of other states in which any Acquired Company is qualified to do business, (ii) any consent, waiver, approval, notice, Governmental Order, Governmental Permit or authorization the failure of which to obtain would not, individually or in the aggregate, (x) have a Company Material Adverse Effect or (y) reasonably be expected to prohibit or restrain the ability of the Acquired Companies to consummate the Transactions, and (iii) the consents set forth on Section 4.05(b) of the Company Disclosure Letter.

Section 4.06 Capitalization; Subsidiaries.

(a) As of 5:00 P.M. (Eastern time) on July 21, 2023 (the “Capitalization Date”), the authorized capital stock of the Company consists of: (i) 100,000,000 shares of Company Class A Common Stock, of which 29,647,428 shares (inclusive of 1,099,947 Company Restricted Stock Awards and 3,550,714 Company Performance Awards) are issued and outstanding, (ii) 75,000,000 shares of Company Class B Common Stock, of which 33,017,247 shares (inclusive of 436,810 shares of Company Class B Common Stock which relate to our Class A-1 Units and will be voted pro rata in accordance with the vote of the Class A Common Stock) are issued and outstanding and (iii) 250,000,000 shares of Company Preferred Stock, of which 0 shares are issued and outstanding. As of the close of business on the Capitalization Date 4,338,015 shares of Company Class A Common Stock are issuable upon exercise of the Company Warrants.

(b) Section 4.06(b) of the Company Disclosure Letter contains, as of the Capitalization Date, (i) a complete, true and correct list of the designated partnership interests of each Operating Partnership and (ii) a complete, true and correct list of (A) each Subsidiary of the Company, (B) its place and form of organization and (C) the direct and indirect owner(s) of its capital stock, membership interests or other ownership interests, as applicable, to the extent such owner is not the Company or another wholly owned Subsidiary of the Company, together with the amount and/or percentage of ownership interests owned by each such Person. The Company owns, directly or indirectly, all of the capital stock, membership interests or other ownership interests, as applicable, of each of its Subsidiaries except as set forth on Section 4.06(b) of the Company Disclosure Letter.

(c) Section 4.06(c) of the Company Disclosure Letter contains, as of the Capitalization Date, a complete and correct list of (i) the authorized and outstanding Operating Partnership Units, and (ii) for each award of Operating Partnership Units granted to a Company Service Provider that is or was subject to vesting or forfeiture conditions, as applicable, the holder, date of grant, the number and type of Operating Partnership Units subject to such award as of the date of this Agreement, the vesting schedule, and current vested status.

(d) As of the Capitalization Date, the Company has outstanding: ((i) awards of performance-based restricted stock units in respect of shares of Company Common Stock granted pursuant to a Company Stock Plan covering an aggregate of 912,500 shares of Company Class A Common Stock (determined based on achievement of maximum performance goals), (ii) awards

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of performance-based restricted shares of Company Common Stock granted pursuant to a Company Stock Plan covering an aggregate of 3,550,714 shares of Company Class A Common Stock (determined based on achievement of maximum performance goals), (iii) Company RSU Awards covering an aggregate of 2,621,916 shares of Company Class A Common Stock or, with respect to any such Company RSU Awards to be settled in cash pursuant to their terms, the cash equivalent of an aggregate of 1,099,940 shares of Company Class A Common Stock and (iv) Company Restricted Stock Awards covering an aggregate of 1,099,947 shares of Company Class A Common Stock. As of the Capitalization Date, the Company has reserved 25,939,520 shares of Company Class A Common Stock under the Company Stock Plans for issuance on vesting or other conversion to Company Class A Common Stock of Company Stock Awards under the Company Stock Plans. All outstanding shares of Company Common Stock have been, and all shares that may be issued pursuant to the Operating Partnership LPAs, the Exchange Agreements and the Company Stock Plans will be, when issued in accordance with the respective terms thereof, duly authorized and validly issued and are fully paid and non-assessable. Section 4.06(d) of the Company Disclosure Letter contains, as of the Capitalization Date, a complete and correct list of each outstanding Company Stock Award, including, for each such Company Stock Award, as applicable, the holder, date of grant, the applicable type of such Company Stock Award, the number of shares of Company Common Stock (or the cash equivalent of shares of Company Common Stock) subject to such Company Stock Award as of the date of this Agreement (which, for the performance-vesting Company Stock Awards, is determined based on achievement of maximum performance goals), the vesting schedule and current vested status.

(e) Except as provided in Section 4.06(a), and for changes since the Capitalization Date resulting from the vesting or other conversion or exchange of Operating Partnership Units into or for shares of Company Common Stock (in accordance with the Operating Partnership LPAs and the Exchange Agreements and regardless of whether any consent is needed such exchange) or Company Stock Awards outstanding on such date or granted after the date of this Agreement (in accordance with the terms of the applicable Company Stock Plan and award agreements thereunder), as of the Capitalization Date, there are no outstanding (i) shares of capital stock or other equity or voting interest in the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, (iii) options, warrants or other rights or binding arrangements to acquire from the Company, or other obligation of the Company to issue, any capital stock, equity or voting securities or securities convertible into or exchangeable for capital stock or equity or voting securities of the Company, (iv) obligations of the Company to grant, extend or enter into any subscription, warrant, right, convertible, exchangeable or exercisable security, or other similar Contract relating to any capital stock of, or other equity or voting interest (including any voting debt) in, the Company; (v) outstanding shares of restricted stock, restricted stock units, stock appreciation rights, performance shares, contingent value rights, “phantom” stock or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any capital stock of, or other securities or ownership interests in, the Company (the items in clauses (i), (ii), (iii), (iv) and (v), collectively with the Company Capital Stock, the “Company Securities”); (vi) voting trusts, proxies or similar arrangements or understandings to which the Company is a party or by which the Company is bound with respect to the voting of any shares of capital stock of, or other equity or voting interest in, the Company; (vii) obligations or binding commitments of any character restricting the transfer of any shares of capital stock of, or other equity or voting interest in, the Company to which the Company is a party or by which it is bound; and (viii) other obligations by

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the Company to make any payments based on the price or value of any Company Securities, except for any deviations from any of the foregoing clauses (i) to (viii) that would not reasonably be expected to be material to the Acquired Companies taken as a whole. The Company is not party to any contract that obligates it to repurchase, redeem or otherwise acquire any Company Securities. There are no accrued and unpaid dividends with respect to any outstanding shares of Company Capital Stock. The Company does not have a stockholder rights plan in effect.

(f) Except as provided in Section 4.06(b) of the Company Disclosure Letter, as of the Capitalization Date, there are no outstanding (i) partnership interests or other equity or voting interests of any Operating Partnership, (ii) contingent rights or entitlements to partnership interests or other equity or voting interests of any Operating Partnership, (iii) options or other rights to acquire from any Operating Partnership, or other obligation of any Operating Partnership to issue, any partnership interests or other equity or voting interests of such Operating Partnership, (iv) obligations or binding commitments of any character restricting the transfer of any partnership interest of, or other equity or voting interest in, any Operating Partnership to which an Operating Partnership is a party or by which it is bound; or (v) other obligations by any Operating Partnership to make any payments based on the price or value of interests in any Operating Partnership. No Operating Partnership is a party to any contract that obligates it to repurchase, redeem or otherwise acquire any partnership interests or other equity or voting interests of any Operating Partnership. There are no accrued and unpaid distributions with respect to any partnership interests of an Operating Partnership.

(g) All outstanding equity interests of the Subsidiaries of the Company are validly issued, fully paid and non-assessable, and other than with respect to the Operating Partnerships, all such shares are owned, directly or indirectly, by the Company free and clear of any Liens (other than Permitted Liens). Other than pursuant to this Agreement and other than the issuance of shares of Company Class A Common Stock in exchange for Operating Partnership Units in accordance with the Operating Partnership LPAs and the Exchange Agreements (regardless of whether any consent is needed for such exchange, and which is subject to Section 6.01(a)(ii)), no Subsidiary of the Company has been or is bound by any outstanding subscriptions, options, warrants, calls, commitments, rights agreements or other agreements calling for it to issue, deliver or sell, or cause to be issued, delivered or sold any of its equity securities or any securities convertible into, exchangeable for or representing the right to subscribe for, purchase or otherwise receive any such equity security or obligating such Subsidiary to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments, rights agreements or other similar agreements (except, in each case, to or with the Company or any of its Subsidiaries). Other than pursuant to this Agreement and other than the issuance of shares of Company Class A Common Stock in exchange for Operating Partnership Units in accordance with the Operating Partnership LPAs and the Exchange Agreements (regardless of whether any consent is needed for such exchange), there are no outstanding contractual obligations of any Subsidiary of the Company to repurchase, redeem or otherwise acquire any of its capital stock or other equity interests.

(h) Other than (i) equity securities held in the Ordinary Course of Business for cash management purposes, (ii) rights or interests held in Subsidiaries or (iii) as set forth on Section 4.06(h) of the Company Disclosure Letter, none of the Acquired Companies owns or holds the right to acquire any equity securities, ownership interests or voting interests (including voting debt) of, or securities exchangeable or exercisable therefor, or investments in, any other Person.

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Section 4.07 Company SEC Documents.

(a) Since the Look-Back Date, the Company has filed or otherwise furnished (as applicable) with the SEC all forms, documents and reports required to be filed or furnished prior to the date hereof by it with the SEC (such forms, documents and reports so filed or furnished by the Company or any of its Subsidiaries with the SEC since such date, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of its respective filing date, each Company SEC Document complied in all material respects with the applicable requirements of the Securities Act or the Exchange Act, as the case may be, and the applicable rules and regulations promulgated thereunder applicable to such Company SEC Document. None of the Company SEC Documents at the time it was filed (or, if amended or superseded by a filing prior to the date hereof, on the date of such amended or superseded filing) contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made not misleading. True, correct and complete copies of all Company SEC Documents are publicly available in the Electronic Data Gathering, Analysis and Retrieval database of the SEC. No Operating Partnership or Subsidiary of the Company is required to file any forms, reports or documents with the SEC.

Section 4.08 Company Financial Statements; Disclosure Controls.

(a) The consolidated financial statements (including all related notes and schedules) of the Acquired Companies filed with the Company SEC Documents (collectively, the “Company Financial Statements”) (i) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and (ii) fairly present, in all material respects, the consolidated financial position of the Acquired Companies and the consolidated results of operations, cash flows and changes in stockholders’ equity of the Acquired Companies as of the dates and for the periods referred to therein, subject, in the case of unaudited interim statements, to normal year-end adjustments, to the absence of notes and to any other adjustments described therein, in each case, to the extent permitted by applicable rules and regulations of the SEC.

(b) The Acquired Companies have established and maintain “disclosure controls and procedures” and “internal control over financial reporting” (as such terms are defined in paragraphs (e) and (f), respectively, of Rules 13a-15 and 15d-15 of the Exchange Act) as required by Rules 13a-15 and 15d-15 promulgated under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all (i) material information required to be disclosed by the Company in the reports and other documents that it files or furnishes pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC; and (ii) such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the fiscal year ended December 31, 2022, and such assessment concluded that such system was effective. Since December 31, 2022, the principal executive officer and principal financial officer of the Company have made all certifications required by the Sarbanes-Oxley Act. Neither the Company nor its principal executive officer or principal financial officer has received notice from any Governmental Authority challenging or questioning the accuracy, completeness, form or manner of filing of such certifications.

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(c) The Company has established and maintains a system of internal accounting controls that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP, including policies and procedures that (i) require the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of an Acquired Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures of the Acquired Company are being made only in accordance with appropriate authorizations of the Company’s management and the Company Board; and (iii) provide assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Acquired Company. Neither the Company nor, to the Knowledge of the Company, the Company’s independent registered public accounting firm has identified or been made aware of (A) any significant deficiency or material weakness in the system of internal control over financial reporting utilized by the Acquired Companies that has not been subsequently remediated; or (B) any fraud that involves the Company’s management or other employees who have a role in the preparation of financial statements or the internal control over financial reporting utilized by the Acquired Companies. As of the date hereof, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to the Company SEC Documents.

Section 4.09 Absence of Certain Changes.

(a) Between the Company Balance Sheet Date and the date of this Agreement, (i) a Company Material Adverse Effect has not occurred, (ii) no Acquired Company has transferred any of its assets, other than sales of inventory for fair consideration in the Ordinary Course of Business, (iii) no Acquired Company has licensed any Company Owned IP except for non-exclusive licenses granted in the Ordinary Course of Business, (iv) no Acquired Company has sold, assigned, transferred, leased or otherwise disposed of any of its properties or assets that are material to the Acquired Companies (including any material Company Owned IP), (v) no Acquired Company has committed to do any of the foregoing, and (vi) the business of the Acquired Companies has been conducted in the Ordinary Course of Business.

(b) Since the Company Balance Sheet Date, through the date of this Agreement, (i) the business of the Acquired Companies has been conducted in the Ordinary Course of Business; and (ii) none of the Acquired Companies has taken any action that, if taken or proposed to be taken after the date of this Agreement, would be prohibited by Section 6.01 (with respect to any of the foregoing).

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Section 4.10 Indebtedness; No Undisclosed Liabilities.

(a) Section 4.10 of the Company Disclosure Letter contains a true, correct and complete list of all Indebtedness of the Acquired Companies as of the date hereof, other than Indebtedness reflected on the Company Balance Sheet or disclosed in the notes thereto included in the Company SEC Documents. As of the date of this Agreement, there is no liability, debt or obligation of or claim against an Acquired Company of a type required to be reflected or reserved for on a consolidated balance sheet prepared in accordance with GAAP, except for liabilities and obligations (a) reflected, disclosed or reserved for on the Company Balance Sheet or disclosed in the notes thereto of any Acquired Company included in the Company SEC Documents, (b) that have arisen since the Company Balance Sheet Date in the Ordinary Course of Business, (c) disclosed in Section 4.08 of the Company Disclosure Letter or (d) which would not have, individually or in the aggregate, a Company Material Adverse Effect. None of the Acquired Companies is a party to, or has any commitment to become a party to, any “off balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated under the Securities Act.

(b) With respect to any Subsidiaries of the Company or any Funds which have been dissolved (including but not limited to Och-Ziff Consulting (Beijing) Company Limited (奥氏咨询(北京)有限公司) and Shanghai Sculptor Overseas Investment Fund Partnership (Limited Partnership) (上海司韬海外投资基金合伙企业(有限合伙)), such Subsidiaries were duly and properly liquidated with no outstanding or threatened liabilities, obligations or other unresolved matters.

Section 4.11 Company Material Contracts.

(a) Section 4.11(a) of the Company Disclosure Letter sets forth, as of the date hereof, a true, correct and complete list of each Contract, to which an Acquired Company is a party or is bound as of the date hereof, and which falls within any of the following categories:

(i) any joint venture, limited liability company or partnership agreement, other than any Fund Documentation;

(ii) any Contract, other than Investment Advisory Arrangements, that involves annual future expenditures or receipts by an Acquired Company of more than $1,000,000;

(iii) except with respect to Indebtedness set forth in the Company SEC Documents, any Contract relating to (A) Indebtedness for borrowed money or evidenced by promissory notes or debt securities or (B) any financial guaranty, in each case of clauses (A) and (B) in excess of $1,000,000 individually;

(iv) any Contract relating to an acquisition, divestiture, merger or similar transaction that has continuing indemnification, guarantee, “earn-out” or other contingent payment obligations on an Acquired Company;

(v) any material lease, sublease or other Contract with respect to the Leased Real Property;

(vi) any Contract between or among an Acquired Company, on the one hand, and any directors, executive officers (as such term is defined in the Exchange Act) or any beneficial owner of five percent (5%) or more of the outstanding shares of any class of Company Capital Stock, or any Affiliate of the foregoing, on the other hand;

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(vii) any Contract containing any covenant or other provision (A) prohibiting an Acquired Company from engaging in any business with any Person or levying a fine, charge or other payment for doing so; (B) containing and limiting the right of an Acquired Company pursuant to any “most favored nation” or “exclusivity” provisions; (C) limiting the right of an Acquired Company to engage in any material line of business or to compete with any Person in any line of business that is material to an Acquired Company; or (D) that, following the Closing, purports to limit in any respect the right of Parent or any of its Subsidiaries to compete with any Person, to market any product or service or to solicit customers or other Persons; in each case of clauses (A), (B) and (C), other than any such Contracts that (x) may be cancelled without material liability to an Acquired Company upon notice of 90 days or less, or (y) are not material to an Acquired Company;

(viii) any Contract that by its terms limits the payment of dividends or other distributions to stockholders by the Company or any Subsidiary of the Company;

(ix) any Investment Advisory Arrangement that is reasonably likely to provide annual payments in excess of $10,000,000;

(x) the Intellectual Property Agreements;

(xi) any Contract that is an agreement in settlement of a dispute that imposes material obligations on the Acquired Companies after the date hereof;

(xii) any employment, severance or other agreement related to the provision of services between any of the Acquired Companies and any Company Service Provider whose annualized compensation opportunities would exceed $500,000;

(xiii) other than any Fund Documentation, any Contract under which any Acquired Company is obligated, directly or indirectly, to make any capital contribution, co-investment, provision of seed capital or other investment in any Person or invest in any investment product; and

(xiv) any other “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the Securities Act).

Each Contract of the type described in this Section 4.11(a), other than this Agreement, is referred to herein as a “Company Material Contract.” True, correct and complete copies of each Company Material Contract have been made available by the Company to Parent, or publicly filed with the SEC.

(b) Except as set forth on Section 4.11(b) of the Company Disclosure Letter, (i) each Company Material Contract is a valid, binding and enforceable obligation of an Acquired Company or a Subsidiary of an Acquired Company and, to the Knowledge of the Company, of the other party or parties thereto, in accordance with its terms, subject to the Enforceability Exceptions; (ii) each Company Material Contract is in full force and effect, except to the extent

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any Company Material Contract expires or terminates in accordance with its terms; (iii) none of the Company, Operating Partnerships or any of their respective Subsidiaries has received written notice of any violation or default under any Company Material Contract; and (iv) each Acquired Company has in all material respects performed all obligations required to be performed by it under each Company Material Contract, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date of this Agreement, no Acquired Company has received written notice from any other party to a Company Material Contract that such other party intends to terminate, not renew or renegotiate in any material respects the terms of any such Company Material Contract.

Section 4.12 Compliance with Applicable Laws; Company Licenses; Data Privacy & Security.

(a) Except with respect to the matters set forth on Section 4.12(a) of the Company Disclosure Letter, the Acquired Companies are, and have been since the Look-Back Date in compliance with all Applicable Laws in all material respects. Since the Look-Back Date through to the date of this Agreement, none of the Acquired Companies has received any written communication from a Governmental Authority that alleges that an Acquired Company is in material default or material violation of any Applicable Laws.

(b) Except as set forth on Section 4.12(b) of the Company Disclosure Letter, the Acquired Companies hold all Governmental Permits that are required for the Acquired Companies to conduct their business and operations (the “Company Licenses”), as presently conducted, except where the failure to hold any such Company License would not reasonably be expected to have a Company Material Adverse Effect. Each Acquired Company complies with the terms of all Company Licenses, and no suspension or cancellation of any Company License is pending or, to the Knowledge of the Company, threatened, except for such noncompliance, suspensions or cancellations that would not, individually or in the aggregate with other such noncompliance, suspensions or cancellations, reasonably be expected to have a Company Material Adverse Effect.

(c) Each Company License is valid and in full force and effect and has not, during the past five (5) years, been suspended, revoked, cancelled or adversely modified, except where the failure thereof to be in full force and effect, or the suspension, revocation, cancellation or modification thereof, would not, individually or in the aggregate with other such failures, suspensions, revocations, cancellations or modifications, reasonably be expected to have a Company Material Adverse Effect. There are no Proceedings pending or threatened in writing, or to the Knowledge of the Company, otherwise threatened, that would reasonably be expected to result in the revocation or termination of any Company License, and during the past five (5) years, there has not been any event, condition or circumstance that would preclude any Company License from being renewed in the ordinary course (to the extent that such Company License is renewable by its terms), except for where any such revocation or termination of a Company License or the failure to be renewed would not, individually or in the aggregate with any other such revocations or terminations or failures to be renewed, reasonably be expected to have a Company Material Adverse Effect.

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(d) Except as set forth on Section 4.12(d) of the Company Disclosure Letter, in connection with its collection, storage, sharing, transfer, processing, disposal, disclosure or use of any Personal Information, since the Look-Back Date the Acquired Companies have complied with applicable requirements under the Data Privacy and Security Laws, privacy policies published by the Acquired Companies or to which the Acquired Companies are bound, and the requirements of any Contract relating to or involving the collection, storage, sharing, transfer, processing, disposal, disclosure or use of Personal Information to which an Acquired Company is a party, in each case, except as would not, individually or in the aggregate, be material to the business of the Acquired Companies. The Acquired Companies have reasonable and appropriate physical, technical, organizational and administrative security measures and policies in place designed to protect all Personal Information they collect from and against unauthorized access, use and disclosure. None of the Acquired Companies has received any communication from any Governmental Authority or other third party that alleges that such Acquired Company is not in compliance with any Data Privacy and Security Laws, except as would not, individually or in the aggregate, be material to the business of the Acquired Companies.

(e) Since the Look-Back Date, there have not been any actual or alleged incidents of data security breaches, unauthorized access or use of any of the Company IT Assets, or unauthorized acquisition, destruction, damage, disclosure, loss, corruption, alteration, or use of any Personal Information in the possession or control of the Acquired Companies, and no Acquired Company has received notice of the foregoing, in each case, except as would not, individually or in the aggregate, be material to the business of the Acquired Companies.

(f) Neither the Company, the Operating Partnerships, nor any of their respective Subsidiaries, nor any of their respective directors, officers, or employees, nor, to the Knowledge of the Company, any agent or other third party representative acting on behalf of any of the Company, the Operating Partnerships, or their respective Subsidiaries are, as of the date of this Agreement, or have, in the past five (5) years, been (i) a Sanctioned Person; (ii) engaging in any dealings or transactions with or for the benefit of any Sanctioned Person or in any Sanctioned Country in violation of Sanctions; (iii) making or accepting any unlawful payment or giving, receiving, offering, promising or agreeing to give or receive any money or thing of value, directly or indirectly, to or from any employee or official of any Governmental Authority or any other Person in violation of Anti-Corruption Laws; or (iv) otherwise in violation of any Sanctions, Ex-Im Laws, or U.S. anti-boycott Laws (collectively, “Trade Controls”) or any Anti-Corruption Laws.

(g) Neither the Company, the Operating Partnerships, nor any of their respective Subsidiaries have (i) received from any Governmental Authority or any Person any notice, inquiry, or internal or external allegation, (ii) made any voluntary or involuntary disclosure to a Governmental Authority or (iii) conducted any internal investigation or audit concerning any actual or potential violation or wrongdoing in each case of clauses (i), (ii) and (iii), related to Trade Controls or Anti-Corruption Laws.

(h) The Company, the Operating Partnerships and their respective Subsidiaries have implemented, maintained in effect and enforced written policies, procedures and internal controls, including an internal accounting controls system and appropriate identification procedures that have not been deemed ineffective by any Governmental Authority and that meet the requirements of applicable anti-money laundering Laws, that are reasonably designed to prevent, deter and detect violations of applicable Sanctions Laws and Anti-Corruption Laws.

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(i) Notwithstanding the foregoing, no representation or warranty in this Section 4.12 is made with respect to Company SEC Documents or financial statements, “disclosure controls and procedures” or “internal control over financial reporting,” real property matters, Intellectual Property Rights matters, Tax matters, employee benefits matters or environmental matters, which are addressed exclusively in Section 4.07 (Company SEC Documents) Section 4.08 (Company Financial Statements; Disclosure Controls), Section 4.14 (Real Property), Section 4.15 (Intellectual Property), Section 4.17 (Tax Matters), Section 4.18 (Employees and Employee Benefit Plans) and Section 4.19 (Environmental Matters), respectively.

(j) Except as set forth on Section 4.12(j) of the Company Disclosure Letter, within the previous five (5) years, the Company has not had any dealings or transactions with persons named on OFAC’s SDN List.

Section 4.13 Litigation. Except as set forth on Section 4.13 of the Company Disclosure Letter, since the Look-Back Date through to the date of this Agreement, there are no pending, threatened in writing or to the Knowledge of the Company otherwise threatened Proceedings at law or in equity to which an Acquired Company is a party or any Proceeding by any Governmental Authority against or involving an Acquired Company or any of its respective assets or properties, in each case that (i) involves an amount in controversy in excess of $1 million, (ii) would reasonably be expected to prevent or materially delay the consummation of the Transactions or any of the other transactions contemplated by this Agreement or (iii) would be material to the Acquired Companies, taken as a whole. No Acquired Company, or any of its respective assets or properties, is subject to any outstanding Governmental Order, except for those that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.14 Real Property.

(a) Section 4.14(a) of the Company Disclosure Letter contains a complete and correct list, as of the date of this Agreement, of all Owned Real Property. Except as set forth on Section 4.14(a) of the Company Disclosure Letter or except as would not reasonably be expected to have a Company Material Adverse Effect, as of the date of this Agreement, an Acquired Company owns such Owned Real Property in fee (or the equivalent interest in the applicable jurisdiction), subject only to Permitted Liens.

(b) Section 4.14(b) of the Company Disclosure Letter sets forth the address of each Leased Real Property and contains a true, complete and correct list of all Leases for such Leased Real Property (including the date and name of the parties to such Lease document), and the Leased Real Property identified in Section 4.14(b) of the Company Disclosure Letter comprise all of the real property used or intended to be used in, or otherwise related to, the business of the Acquired Companies. The Acquired Companies have delivered to Parent a true and complete copy of each Lease document (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto).

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(c) Except as set forth on Section 4.14(c) of the Company Disclosure Letter, with respect to each of the Leases: (i) an Acquired Company has a valid and enforceable leasehold estate in all Leased Real Property, subject to the Enforceability Exceptions and any Permitted Liens, (ii) no Acquired Company, nor any other party to such Lease for Leased Real Property, is in breach or default under any Lease for Leased Real Property, and no event or circumstance has occurred or circumstance exists that, with notice or lapse of time, or both, would constitute such a breach or default by the party that is the lessee or lessor of such Lease for Leased Real Property, (iii) to the Knowledge of the Company, no Acquired Company’s possession or quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Company’s Knowledge, there are no disputes with respect to any such Lease, (iv) no Acquired Company has subleased, licensed or otherwise granted any Person the right to use or occupy such property subject to such Lease or any portion thereof, and (v) no Acquired Company has collaterally assigned or granted any other security interest in such Lease or any interest therein.

Section 4.15 Intellectual Property.

(a) Section 4.15(a) of the Company Disclosure Letter contains a complete and accurate list of all Registered IP. All Company Owned IP is subsisting, and, to the Knowledge of the Company, valid and enforceable.

(b) The Acquired Companies exclusively own and possess all right, title and interest to and in the Company Owned IP and have sufficient rights pursuant to an enforceable written license to use all Company Licensed IP, in each case free and clear of any Liens (other than Permitted Liens). None of the Registered IP is subject to any pending challenge received by any Acquired Company in writing relating to the invalidity or unenforceability of such Registered IP (excluding ordinary course office actions at the U.S. Patent & Trademark Office or similar Governmental Authorities).

(c) All Persons (including current and former employees and independent contractors) who have developed, created or contributed to Company Owned IP have assigned to the Acquired Companies in writing, pursuant to a valid and enforceable agreement, all of their rights therein that did not initially vest with the Acquired Companies by operation of law.

(d) No Acquired Company has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting, or otherwise violating, in any material respect, any Intellectual Property Right of any other Person and no Proceeding is pending or has been threatened in writing or, to the Knowledge of the Company otherwise threatened, against any Acquired Company alleging any infringement or misappropriation by such Acquired Company of any Intellectual Property Rights of another Person. To the Knowledge of the Company, no Person is infringing, misappropriating, diluting, or otherwise violating, any Company Owned IP.

(e) The Acquired Companies take and have taken all reasonable measures necessary to protect, safeguard and maintain the confidentiality of all of the Company Owned IP and their rights therein, including the secrecy, confidentiality and value of trade secrets and other confidential information of the Acquired Companies, and none of the Acquired Companies have disclosed any material confidential Company Owned IP to any Third Party other than pursuant to a written confidentiality agreement pursuant to which such Third Party agrees to protect such confidential information.

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(f) The Acquired Companies own, lease, license, or otherwise have the legal right to use all Company IT Assets, and such Company IT Assets are adequate and sufficient for the business of the Acquired Companies as it is currently operated and proposed to be operated. The Acquired Companies have implemented and maintain commercially reasonable security, disaster recovery and business continuity plans and procedures. In the last twelve (12) months, there has not been any material failure with respect to any of the Company IT Assets that has not been remedied or replaced in all respects.

(g) The Acquired Companies take commercially reasonable steps to prevent the introduction of bugs, disabling codes, spyware, Trojan horses, worms and other malicious code into the Company IT Assets. Since the Look-Back Date, there have not been any material unauthorized intrusions or breaches of security with respect to the Company IT Assets.

(h) None of the Acquired Companies use or have used any Open Source Software in a manner that requires any of the Acquired Companies to publicly disclose or distribute the source code to any Software that constitutes Company Owned IP.

(i) The Acquired Companies are in compliance with all obligations under any agreement pursuant to which any of the Acquired Companies have obtained the right to use any third party Software, including Open Source Software.

(j) Except as set forth on Section 4.15(j) of the Company Disclosure Letter, none of the Acquired Companies is party to or bound by any:

(i) agreement under which it is a licensee of or is otherwise granted by a Third Party any rights under any Company Licensed IP (other than licenses of commercially available Software and Open Source Software);

(ii) agreement under which it is a licensor of or otherwise grants to a Third Party any rights under any material Company Owned IP (other than non-exclusive licenses granted in the Ordinary Course of Business); or

(iii) agreement pursuant to which any of the Acquired Companies obtain Personal Information from any Third Party (other than agreements pursuant to which any of the Acquired Companies acts solely as a service provider to such Third Party) or provides Personal Information to any Third Party (other than agreements pursuant to which such Third Party acts solely as a Company Service Provider to such Acquired Company);

(i) to (iii) each an “Intellectual Property Agreement,” and, collectively, the “Intellectual Property Agreements.”

Section 4.16 Insurance Coverage. As of the date hereof, the Acquired Companies have all material policies of insurance covering the Acquired Companies and any of their directors, officers, members, managers, fiduciaries of any employment benefits plan or program, employees, properties or assets, including policies of property, fire, workers’ compensation, directors’ and officers’ liability and other casualty and liability insurance, that is customarily carried by Persons conducting business similar to that of the Acquired Companies. The Company has made available to Parent true, correct and complete copies of all such material insurance policies and all material

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self-insurance programs and arrangements relating to the business, assets and operations of the Acquired Companies (the “Insurance Policies”). As of the date hereof, each of the Insurance Policies is in full force and effect, all premiums due thereon have been paid in full, the limits of all of the Insurance Policies are fully in place without any exhaustion or erosion, and the Acquired Companies are in compliance in all respects with the terms and conditions of such Insurance Policies, including with respect to the giving of notice of any claim or occurrence that may be covered under any Insurance Policy. Since the Look-Back Date no notice of cancellation or invalidation of any such Insurance Policy (other than in connection with ordinary renewals) has been received by an Acquired Company and there is no existing default or event that, with notice or lapse of time or both, would constitute a default by any insured thereunder, except for such default that, individually or in the aggregate with other such defaults, would not be material to the business of the Acquired Companies. As of the date hereof, there are no material claims pending under any Insurance Policy for which the insurer(s) has disputed or denied coverage (other than a customary reservation of rights).

Section 4.17 Tax Matters.

(a) All U.S. federal income and other material Tax Returns required to be filed by or with respect to an Acquired Company have been duly and timely filed (taking into account any extension of time within which to file) and all Tax Returns filed are true, correct and complete in all material respects.

(b) All material Taxes payable by or with respect to each Acquired Company (whether or not shown to be due and payable on any such Tax Return) have been fully and timely paid to the appropriate Taxing Authorities.

(c) The Acquired Companies have established reserves in accordance with GAAP in the most recent the Company Financial Statements that, as of the date of such Company Financial Statement, were adequate for the payment of all material Taxes that have accrued but are not yet due and payable with respect to the Acquired Companies.

(d) No material agreements, consents, extensions or waivers of statutes of limitations (or extensions of time to file) have been entered into, given or requested with respect to any Taxes or Tax Returns of any Acquired Company (other than extensions of time to file Tax Returns obtained in the Ordinary Course of Business or which have expired). No deficiency for any material amount of Taxes has been asserted in writing or assessed by any Governmental Authority against any Acquired Company, except for deficiencies that have been fully satisfied by payment, settled, withdrawn or otherwise resolved in full.

(e) There are no audits or examinations by any Governmental Authority ongoing, being threatened in writing, or pending with respect to any material Taxes of any Acquired Company.

(f) No jurisdiction in which an Acquired Company does not file Tax Returns with respect to a particular type or category of Tax has made a written claim which is currently pending to the effect that any Acquired Company is or may be required to file such Tax Returns or is or may be subject to Tax of such type in such jurisdiction which claim has not been resolved or settled in full. Each Acquired Company is and has always been resident for Tax purposes only in the country in which it is organized. Each Acquired Company is not and has never been subject to Tax in any country other than its country of incorporation by virtue of having a permanent establishment or other place of business or taxable presence in that country;

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(g) No Acquired Company (i) is a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement or similar agreement; (ii) is the beneficiary of any Tax incentive, Tax rebate, Tax holiday or similar arrangement or agreement with any Taxing Authority; (iii) is or has been a member of any affiliated, consolidated, combined, unitary, group relief, aggregate or other group for Tax purposes (other than for which the Company is the common parent); (iv) has any liability for any Tax or portion of a Tax of any Person (other than another Acquired Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Tax Law) or other Applicable Law, as transferee or successor, by Contract (other than pursuant to customary commercial Contracts not primarily related to Taxes and entered into in the Ordinary Course of Business) or as a result of any composite Tax Return; (v) has participated in a “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b); and (vi) is subject to any “closing agreement” within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. Tax Law) or other written agreement (including a Tax ruling) with a Taxing Authority regarding Taxes or Tax matters since the Look-Back Date (or at any earlier time to the extent such written agreement with a Taxing Authority would reasonably be expected to be binding on any Acquired Company for any taxable periods (or portions thereof) beginning after the Closing Date).

(h) No Acquired Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Tax Period (or portion thereof) as a result of any (i) change in method of accounting on or before the Closing Date, including by reason of the application of Section 481 of the Code (or any similar provision of state, local or non-U.S. Tax Law); (ii) installment sale or open transaction disposition, intercompany transaction, excess loss account, or intercompany account made or existing on or before the Closing Date, including pursuant to Section 451(b) of the Code; (iii) prepaid amount received or deferred revenue recognized on or prior to the Closing Date; or (iv) “closing agreement” within the meaning of Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Tax Law) executed on or before the Closing Date.

(i) All material Taxes which an Acquired Company is or was obligated to withhold or collect from amounts owing to or from any employee, creditor or other Third Party have been withheld, collected and paid over in the appropriate amounts to the proper Taxing Authority in accordance with Applicable Law, and each Acquired Company has complied in all respects with all Laws relating to the withholding, collection, reporting and remittance of Taxes (including payment and reporting obligations under Sections 864, 1441, 1442, 1445, 1446, 1471, 1472, 3402 and 3406 of the Code and the Treasury Regulations promulgated thereunder).

(j) Each Acquired Company’s U.S. federal income tax classification and the date of any Form 8832 filed with the IRS (and the applicable classification election made therewith) is set forth in Section 4.17(j) of the Company Disclosure Letter.

(k) There are no Liens for Taxes upon any property or assets of any Acquired Company, except for Permitted Liens.

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(l) Each of the Operating Partnerships has in effect a valid election under Section 754 of the Code.

(m) None of the Acquired Companies has deferred Taxes or claimed any Tax credits under any Applicable Law, rules and regulation, order or directive of any Governmental Authority enacted, implemented or issued in response to COVID-19 that has not been fully repaid.

(n) None of the Acquired Companies have, within the past two (2) years, been a party to any transaction intended to qualify under Section 355 of the Code (or under so much of Section 356 of the Code as relates to Section 355 of the Code).

(o) No Fund, Company Facilitator Vehicle, or Acquired Company directly or indirectly (i) manages a lodging facility or a health care facility or (ii) provides to any other person (under a franchise, license, or otherwise) rights to any brand name under which any lodging facility or health care facility is operated, in each case within the meaning of Section 856(l)(3) of the Code.

(p) With respect to each Operating Partnership, less than 50% of its gross assets consists of U.S. real property interests for purposes of Section 897 of the Code, and less than 90% of the value of its gross assets consists of such U.S. real property interests plus cash or cash equivalents.

Section 4.18 Employees and Employee Benefit Plans.

(a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete list of each material Company Benefit Plan. For purposes of this Agreement, “Company Benefit Plan” means each (i) “employee benefit plan” as that term is defined in Section 3(3) of ERISA but whether or not subject to ERISA, (ii) employment, consulting, pension, retirement, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, bonus or other incentive, or other compensation plans, programs, policies, arrangements, or agreements and (iii) medical, vision, dental, life, or other health, or other benefit plans, programs, policies, arrangements or agreements; in each case, (A) maintained, sponsored, or contributed to by any of the Acquired Companies, or required to be contributed to by any of the Acquired Companies, (B) for the benefit of any current or former Company Service Providers and/or their dependents or any other Person, or (C) under or with respect to which any of the Acquired Companies has or could have any current or contingent liability, including on account of at any time being considered a single employer with any other Person under Section 414 of the Code (an “ERISA Affiliate”); provided, however, that “Company Benefit Plan” will not include any plans or programs mandated by Applicable Law that are sponsored or maintained by a Governmental Authority for the benefit of Company Service Providers who reside or work primarily outside of the United States if the benefits provided thereunder are required to be provided by statute and do not exceed the level of benefits required to be so provided.

(b) The Company has made available to Parent prior to the date hereof copies of each Company Benefit Plan (and for any unwritten plan, a summary of the material terms) and any non-routine correspondence with any Governmental Authority related to a Company Benefit Plan.

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(c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code either has received a current favorable determination letter from the IRS as to its qualified status or may rely upon a current favorable prototype opinion letter from the IRS for a prototype plan, and, to the Knowledge of the Company, no fact or event has occurred that could reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan. Except as would not, individually or in the aggregate, reasonably be expected to result in a material liability for any Acquired Company, each Company Benefit Plan (and any related trust or other funding vehicle) has been established, maintained, funded, and administered in accordance with its terms and in compliance with ERISA, the Code and other Applicable Laws, and nothing has occurred and no condition exists with respect to any Company Benefit Plan that could result in any material Tax, penalty or other liability or obligation of any of the Acquired Companies, including with respect to Sections 6055, 6056, 4980B, 4980D, and 4980H of the Code.

(d) No Company Benefit Plan is, and no Acquired Company maintains, sponsors, participates in, contributes to, or has any obligation to contribute to, or has any other current or contingent liability or obligations (including, solely in the case of clauses (i), (ii) and (iii) below, on account of an ERISA Affiliate) under or with respect to, (i) any “defined benefit plan” as defined in Section 3(35) of ERISA, (ii) any other plan that is or was subject to Section 302 or Title IV of ERISA or Section 412 of the Code, (iii) any “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA, (iv) any multiple employer plan within the meaning of Section 413(c) of the Code, or (v) any “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA.

(e) No Company Benefit Plan provides, and no Acquired Company has any current or potential obligation to provide, post-employment or retiree health, medical or other welfare benefits coverage, other than (i) health care continuation coverage required by Section 4980B of the Code or other Applicable Law for which the recipient pays the full premium cost of coverage or coverage through the end of the calendar month in which a termination of employment occurs or (ii) pursuant to a Company Benefit Plan listed on Section 4.18(a) of the Company Disclosure Letter under which an Acquired Company is obligated to pay or subsidize the full premium cost of coverage for a terminated employee and his or her respective beneficiaries for a period of time following the employee’s termination not to exceed 18 months.

(f) Except as could not, individually or in the aggregate, reasonably be expected to result in a material liability for any Acquired Company, (i) there has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 of ERISA or breach of fiduciary duty (as determined under ERISA) with respect to any Company Benefit Plan that is an “employee benefit plan” within the meaning of Section 3(3) of ERISA, and (ii) all contributions (including all employer contributions and employee salary reduction contributions), distributions, reimbursements and premium and benefit payments have been timely made, paid or properly accrued in accordance with the terms of the Company Benefit Plan and in compliance with the requirements of Applicable Law. There is no Proceeding (other than routine and undisputed claims for benefits) pending or, to Company’s Knowledge, threatened in writing with respect to any Company Benefit Plan which could reasonably be expected to result in any material liability to any Acquired Company.

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(g) Section 4.18(g) of the Company Disclosure Letter sets forth a list of each material Company Benefit Plan that is subject to the Applicable Law of a jurisdiction other than the United States (whether or not United States Law also applies) or primarily for the benefit of Company Service Providers who reside or work primarily outside of the United States (each a “Non-U.S. Plan”). Without limiting the generality of this Section 4.18: (i) except as could not, individually or in the aggregate, reasonably be expected to result in a material liability for any Acquired Company, each Non-U.S. Plan (A) required to be registered or intended to meet certain regulatory or requirements for favorable tax treatment has been timely and properly registered and has been maintained in good standing with the applicable regulatory authorities and requirements and (B) has been maintained, funded, and administered in accordance with its terms; and (ii) no Non-U.S. Plan is a defined benefit plan (as defined in ERISA, whether or not subject to ERISA), seniority premium, termination indemnity, provident fund, gratuity or similar plan or arrangement or has any material unfunded or underfunded liabilities.

(h) Except as set forth in Section 4.18(h) of the Company Disclosure Letter, neither the execution by the Company of this Agreement nor the consummation of the Transactions could (either alone or in combination with any additional or subsequent events): (i) increase the amount or value of any compensation or benefits (whether in cash, property, the vesting of property or otherwise) due to any Company Service Provider; (ii) result in or cause any acceleration of the time of payment or vesting of any compensation or benefits, or trigger any funding or payment of any compensation or benefits (including funding of compensation or benefits through a trust or otherwise); (iii) result in any severance, termination or similar types of payments or benefits; (iv) result in any forgiveness of indebtedness to any Company Service Provider; (v) require a contribution by the Company or any of its Subsidiaries to any Company Benefit Plan; or (vi) limit or restrict the ability of Parent or its Affiliates to merge, amend or terminate any Company Benefit Plan. No amounts paid or payable by any of the Acquired Companies are subject to any Tax or penalty imposed under Section 457A of the Code.

(i) Each Company Benefit Plan that constitutes in any part a “nonqualified deferred compensation plan” (within the meaning of Section 409A of the Code) been operated and administered in all material respects in operational compliance with, and is in all material respects in documentary compliance with, Section 409A of the Code and applicable guidance thereunder and no amount under any such Company Benefit Plan has been, is or could reasonably be expected to be, subject to interest, penalties or additional Tax under Section 409A of the Code.

(j) No payment or benefit, individually or together with any other payment or benefit, that could be received (whether in cash, property or the vesting of property), as a result of the Transactions, either alone or in combination with another event, by any Company Service Provider could not be deductible by reason of Section 280G of the Code or could be subject to an excise tax under Section 4999 of the Code. Neither the Company nor any of its Subsidiaries maintain any current or contingent obligations to indemnify, gross-up, reimburse or otherwise make whole any individual for any Taxes or related interest or penalties incurred by such individual, including under Sections 409A or 4999 of the Code or otherwise.

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(k) Each Operating Partnership Unit that is intended to constitute a “profits interest” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343 and Rev. Proc. 2001-43, 2001-2 C.B. 191 so qualifies, and to the Knowledge of the Company, each holder of such Operating Partnership Unit made a timely election under Section 83(b) of the Code.

(l) Neither the Company nor any of its Subsidiaries is, or in the last three (3) years has been, the subject of any pending or, to the Knowledge of the Company, threatened Proceeding alleging that the Company or any of its Subsidiaries has engaged in any unfair labor practice under any Law. There is no, and for the last three (3) years has been no pending or, to the Knowledge of the Company, threatened labor strike, dispute, walkout, work stoppage, slowdown, lockout or other material labor dispute with respect to employees of the Company or any of its Subsidiaries.

(m) Neither the Company nor any of its Subsidiaries is a party to, or bound by, any Contract with a union, works council, labor organization, or other employee representative (each, a “Labor Agreement”); and there are no labor unions, works councils, or other labor organizations representing, or, to the Knowledge of the Company purporting to represent or, in the last three (3) years, attempting to represent, any employee of the Company or any of its Subsidiaries.

(n) Except as would not, individually or in the aggregate, reasonably be expected to result in a material liability to any Acquired Company, each Acquired Company is, and for the last three (3) years has been, in compliance with all Applicable Laws relating to labor and employment, including Laws relating to discrimination, hours of work and the payment of wages or overtime wages.

(o) There have been no sexual harassment or sexual misconduct allegations against any partner, executive, officer or director of the Acquired Companies during the period of their employment or engagement at the Acquired Companies.

Section 4.19 Environmental Matters. Except as set forth on Section 4.19 of the Company Disclosure Letter, the Acquired Companies (a) are in compliance with all Environmental Laws, (b) hold all Governmental Permits required under applicable Environmental Laws to permit the Acquired Companies to operate their assets in the manner in which they are now operated and maintained and to conduct the business of the Acquired Companies as currently conducted, (c) have not transported, produced, processed, manufactured, generated, used treated, handled, stored, released, disposed of, or owned or operated any property or facility contaminated by any Hazardous Substances so as to give rise to any liability (contingent or otherwise) pursuant to any applicable Environmental Law and (d) have not exposed any person to Hazardous Substances so as to give rise to any liability (contingent or otherwise) pursuant to any applicable Environmental Law, in each case of clause (a) through (d), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.19 of the Company Disclosure Letter, as of the date of this Agreement, there are no written claims or notices of violation pending, issued or threatened in writing or to the Knowledge of the Company otherwise issued to or threatened, against the Company or any of its Subsidiaries alleging violations of or liability under any Environmental Law or seeking to impose any financial responsibility for any investigation, cleanup, removal or remediation pursuant to any Environmental Law, except for any such claim or notice that would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.19 provides the sole and exclusive representations and warranties of the Company in respect of environmental matters, including any and all matters arising under Environmental Laws.

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Section 4.20 Funds.

(a) The Revenue Run Rate Schedule sets forth a true, correct and complete list of each Base Date Existing Mandate (specifying if such Mandate has Excluded Client AUM), including (i) with respect to each such Mandate, (A) the relevant Investment Adviser Subsidiary and whether such Investment Adviser Subsidiary acts in a sub-advisory capacity, (B) the assets under management as of the Base Date, (C) the investment advisory, investment management, subadvisory or similar fee rate payable to the Company, any Operating Partnership or their respective Subsidiaries (or, if different, each investor thereof) as of the Base Date and any fee adjustments implemented or proposed to be instituted since the Base Date and (D) the Revenue Run Rate as of the Base Date, (ii) the aggregate Revenue Run Rate attributable to all such Mandates as of the Base Date (the “Base Date Revenue Run Rate”) and (iii) the aggregate Revenue Run Rate attributable to all such Mandates of all Related Clients in the aggregate as of the Base Date.

(b) Except as disclosed in Section 4.20(b) of the Company Disclosure Letter, since January 1, 2023, (i) no Client (or investor therein) has solicited, requested or provided written notice to the Company or any of its Subsidiaries of its intention to reduce its relationship with the Company or any of its Subsidiaries or adjust the fee schedule with respect to any Contract in a manner which would reduce the fees or other payments to the Company or any of its Subsidiaries in connection with such Client relationship and (ii) neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, oral notice that any Client (or investor therein) is terminating or cancelling, or expects to terminate or cancel, its Client or investor relationship with the Company or any of its Subsidiaries.

(c) No Fund (other than CFO Issuer, CLO Issuer, CBO Issuer and Securitization Issuer) is required to register as an investment company under the Investment Company Act and, to the Knowledge of the Company, no CFO Issuer, CLO Issuer, CBO Issuer and Securitization Issuer is required to register as an investment company under the Investment Company Act. Notwithstanding the foregoing, no such representation or warranty is made with respect to any Fund as to any period prior to the commencement of such Fund’s management by the Company, Operating Partnerships or any of their respective Subsidiaries.

(d) Section 4.20(d) of the Company Disclosure Letter sets forth for each Fund its (i) jurisdiction of organization, (ii) if applicable, the general partner of (or entity acting in a similar capacity with respect to) such Fund, (iii) the investment adviser and sub-adviser of such Fund and (iv) the ownership or equity interest owned or held by any Acquired Company in such Fund, including as a percentage of such Fund’s aggregate capital commitments and aggregate contributed capital. The Company has made available to Parent, true, correct and complete copies of all Fund Documentation. All such Fund Documentation, to the extent applicable, are (to the Knowledge of the Company with respect to any Sub-advisory Relationship) valid and binding obligations of the applicable Fund, and are (to the Knowledge of the Company with respect to any Sub-advisory Relationship) in full force and effect and to the Knowledge of the Company, enforceable against the other party or parties thereto in accordance with their terms (subject to the Enforceability Exception).

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(e) Each Fund is duly organized, validly existing and, where such concept is recognized, in good standing under the Laws of the jurisdiction of its organization and has the requisite corporate, trust, company or partnership power and authority to own its properties and to carry on its business as currently conducted, and is qualified to do business in each jurisdiction where it is required to be so qualified under Applicable Law, except where failure to do so would not, individually or in the aggregate, have a material adverse effect with respect to the Fund in question or have a Company Material Adverse Effect. Since the Look-Back Date (or the inception of such Fund if later), the shares, units or interests, as applicable, of each Fund have been issued and sold in compliance with the Fund Documentation and Applicable Law including, with respect to any Fund offered or sold outside the United States, the registration and licensing requirements of any applicable non-U.S. jurisdiction, except as would not, individually or in the aggregate, have a material adverse effect with respect to the Fund in question or have a Company Material Adverse Effect. Notwithstanding the foregoing, no such representation or warranty is made with respect to any Fund as to any period prior to the commencement of such Fund’s management by the Company, Operating Partnerships or any of their respective Subsidiaries.

(f) The copies of audited financial statements (including, in each case, the notes, if any, thereto) for each of the Funds for the most recent fiscal year and, if available, the most recently available quarterly unaudited financial statements for such Funds, in each case that have been made available to Parent are true, correct and complete copies of such financial statements. Each such financial statement (i) was prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated therein), and (ii) fairly presented in all material respects the financial position of the applicable Fund as of the date thereof and the results of its operations and changes in net asset value for the period then ended. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, there are no liabilities or obligations of any Fund of any kind whatsoever of a type required to be reflected or reserved for on a consolidated balance sheet prepared in accordance with GAAP, except (A) for each Fund, liabilities or obligations disclosed and provided for in the balance sheet of such Fund or referred to in the notes thereto contained in the most recent report (1) distributed by the Fund to its shareholders or other interest holders or (2) as applicable, filed with a non-U.S. Governmental Authority or self-regulatory organization, in each case prior to the date hereof and provided or made available to Parent, or (B) for each Fund, liabilities or obligations incurred in the Ordinary Course of Business since the date of the Fund’s applicable report referenced in clause (A) above, or (C) which have been discharged or paid prior to the date of this Agreement.

(g) Except as would not, individually or in the aggregate, have a material adverse effect with respect to the Fund in question or have a Company Material Adverse Effect, each Fund currently is, and has since the Look-Back Date (or its inception, if later), been operated in compliance with (i) the applicable Fund Documentation, including any investment objectives, policies and restrictions contained therein, (ii) Applicable Law and (iii) any applicable Governmental Order or order, judgment or decree of any self-regulatory organization.

(h) Except as would not, individually or in the aggregate, have a material adverse effect with respect to the Fund in question or have a Company Material Adverse Effect, since the Look-Back Date, none of the offering memoranda used in connection with an offering of shares, units, interests or securities of any Fund, including any supplemental advertising and marketing materials prepared by or on behalf of the Company or any Subsidiary thereof, contained an untrue statement

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of material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that (i) no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act and (ii) with respect to any Fund that is a Sub-advisory Relationship, no representation is made with respect to any information included in such offering memoranda or supplemental advertising and marketing materials that was provided by a Person other than the Company and its Subsidiaries. Except as would not, individually or in the aggregate, have a material adverse effect with respect to the Fund in question or have a Company Material Adverse Effect, since the Look-Back Date, the offering memoranda used in connection with an offering of shares, units, interests or securities of any Fund, including any supplemental advertising and marketing materials prepared by or on behalf of the Company or any Subsidiary thereof, contains all required disclosures and information to comply with Applicable Law; provided, however, that with respect to any Fund that is a Sub-advisory Relationship, no representation is made with respect to any information included in such offering memoranda or supplemental advertising and marketing materials that was provided by a Person other than the Company and its Subsidiaries.

(i) Each existing Investment Advisory Arrangement is in compliance with the Advisers Act and the Investment Company Act, if applicable, has been performed by the applicable Investment Adviser Subsidiary in accordance with its terms and in compliance with the Advisers Act and the Investment Company Act, if applicable, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Each Fund is and has been managed and advised (and the fees, carried interest, and expenses payable to any Acquired Company thereunder have been calculated and charged) in compliance with the terms of the applicable Investment Advisory Arrangement, its investment guidelines and restrictions, any other Fund Documentation, the Advisers Act and the Investment Company Act, if applicable, in each case, in all material respects; provided that no such representation or warranty is made with respect to any Fund as to any period prior to the commencement of such Fund’s management by the Acquired Companies. Except as set forth on Section 4.20(i) of the Company Disclosure Letter, since the Company Balance Sheet Date to the date hereof, (A) no party to any Investment Advisory Arrangement (or other Person entitled to give such notice) has given written or, to the Knowledge of the Company, other notice to an Acquired Company of its intention to terminate, remove or materially reduce its relationship with an Acquired Company or to adjust the fee schedule with respect to such Investment Advisory Arrangement in a manner that would materially reduce the fee under such Investment Advisory Arrangement and (B) except for the Transactions, to the Knowledge of the Company, no event has occurred that would permit the removal or termination of an Acquired Company with respect to any Investment Advisory Arrangement (whether now cured or uncured) and no event (whether now cured or uncured) that, with the giving of notice or the passage of time or both, would constitute any such event has occurred in connection with any Fund and no allegation that any such event has occurred has been made in writing to any of the Acquired Companies.

(j) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, there are (to the Knowledge of the Company with respect to any Sub-advisory Relationship, CFO Issuer, CLO Issuer, CBO Issuer and Securitization Issuer) no subpoenas, Proceedings or investigations pending or threatened in writing, before any Governmental Authority or self-regulatory organization, or before any arbitrator of any nature, brought by or against any of the Funds or any of their officers or directors involving or relating to the Funds, the assets, properties or rights of any of the Funds.

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(k) There has been no occurrence, change or event, individually or in the aggregate with any other occurrences, changes or events, that has had a material adverse effect on the ability of the Acquired Companies to perform any of their respective obligations under any Fund Documentation.

(l) There is no joint venture, strategic alliance, distribution, partnership, revenue share, settlement, or similar Contract, excluding placement agent agreements, with a party other than the Acquired Companies, which involves a sharing of profits or expenses by or on behalf of the Acquired Companies, or payments by or on behalf of the Acquired Companies based on revenues, profits or assets under management of the Acquired Companies (including side arrangements to such effect).

(m) No Acquired Company or Fund (to the Knowledge of the Company with respect to any Sub-advisory Relationship CFO Issuer, CLO Issuer, CBO Issuer and Securitization Issuer) has given any guarantee, warranty or assurance as to the future investment performance of any of the Funds or the investment performance resulting from any Acquired Company’s Investment Management Services nor made any statement that could reasonably be understood as such.

(n) No exemptive orders, “no-action” letters or similar exemptions or regulatory relief have been obtained, and to the Knowledge of the Company, no requests are pending therefor, by or with respect to any CFO, any CLO, any CBO or any Other Securitization, other than as may generally apply to the CFO Issuers, the CLO Issuers, the CBO Issuers, the Securitization Issuers, the CFO Managers, the CLO Managers, the CBO Managers or the Securitization Managers.

(o) Since the Look-Back Date, the Company has not received any written notice from any Governmental Authority regarding any actual, threatened or alleged material violation of, or failure to comply in all material respects with, any Applicable Law by any CFO Issuer or CFO Manager, any CLO Issuer or CLO Manager, any CBO Issuer or CBO Manager, or any Securitization Issuer or Securitization Manager.

(p) As of the Base Date, there were no outstanding redemption notices that had been served by investors in a Fund to an Acquired Company that would, upon completion of such redemptions, result in a net reduction of $10,000,000 or more of the total assets under management of such Fund as compared to the Base Date (after including all new subscriptions or commitments, whether or not capital has yet been contributed in respect thereof). As of the Base Date, there were no material outstanding redemption notices that had been served to an Acquired Company by any of the Company’s twenty (20) largest investors (based upon assets under management as of the Base Date across all Funds). Since the Base Date, no investor in a Fund has notified any of the Acquired Companies that such investor intends to submit a redemption notice at the next available redemption date that would result in a net reduction of $10,000,000 or more of the total assets under management of such Fund at such next available redemption date (after including all new subscriptions or commitments, whether or not capital has yet been contributed in respect thereof). Since the Base Date, none of the Company’s twenty (20) largest investors (based upon assets under management as of the Base Date across all Funds) has notified any of the Acquired Companies that such investor intends to submit a redemption notice at the next available redemption date.

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Section 4.21 Regulatory Matters.

(a) Section 4.21(a) of the Company Disclosure Letter sets forth the name of each Investment Adviser Subsidiary. Each of the Investment Adviser Subsidiaries is duly registered with the SEC as an investment adviser under the Advisers Act and will maintain such registration. The Relying Investment Adviser Subsidiaries each operate as a relying adviser under the umbrella of the Investment Adviser Subsidiaries’ registration with the SEC. To the Knowledge of the Company, except for the Investment Adviser Subsidiaries’ registration and the Relying Investment Adviser Subsidiaries’ reliance thereon, no Acquired Company or any of their respective officers, managers, directors or employees is, or required to be, registered or appointed as an “investment adviser” or “investment adviser representative” with the SEC under Applicable Law, including the Advisers Act, or is otherwise required to be registered, licensed or qualified as an investment adviser under Applicable Law of any state or other jurisdiction.

(b) The Company has made available to Parent a copy (current as of the date of this Agreement) of each of the Investment Adviser Subsidiary’s Form ADV Parts 1, 2A and 2B, Form PF, and any other material regulatory filings as filed with the SEC or any other Governmental Authority or delivered to any Fund (or its investors), as applicable, since the Look-Back Date. As of the date of each filing, amendment or delivery, as applicable, each such regulatory filing was timely filed, together with any amendments required to be made with respect thereto, and, to the Knowledge of the Company, at the time it was filed, and during the period of its authorized use, all fees and assessments due and payable in connection therewith were timely paid and each such filing complied in all material respects with Applicable Law, was accurate and correct in all material respects and did not, as of such respective date, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein, except, in each case, as has not had and would not, individually or in the aggregate, have a Company Material Adverse Effect.

(c) No Acquired Company (i) is, or any time since the Look-Back Date has been, required to be registered, licensed or qualified as a bank, trust company, broker, dealer, introducing broker, commodity dealer, futures commission merchant, commodity pool operator, commodity trading advisor, real estate broker, insurance company, insurance broker, transfer agent, swaps firm, swap dealer, security-based swap dealer, major swap participant, major security-based swap participant, transfer agent, registered representative, principal, registered principal, associated person, swaps associated person or sales person under the applicable federal securities Laws or other Applicable Law, (ii) is subject to any material liability by reason of any failure to be so registered, licensed or qualified or (iii) has received since the Look-Back Date any notice from any Governmental Authority relating to any failure to be so registered, licensed or qualified.

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Section 4.22 UK-Regulated Entities; HK-Regulated Entities.

(a) Each of Sculptor Capital Management Europe Limited and Sculptor Europe Loan Management Limited (each a “UK-Regulated Entity” and together the “UK-Regulated Entities”) is not party to any arrangement, agreement or contract pursuant to which it is or may become, subject to an obligation to (i) undertake any regulated activity (for the purposes of section 19 FSMA) except those in respect of which it has, and will at Closing Date have, the relevant permission under FSMA or will be otherwise exempt; or (ii) to the Knowledge of the Company, do anything which is in breach of any restrictions, limitations or requirements imposed by the FCA, as at Closing Date, in relation to any of its FSMA permissions. Each of the UK-Regulated Entities has not applied for any variation to or cancellation of any of its current FSMA permissions in the past twelve (12) months. To the Knowledge of the Company, each of the UK-Regulated Entities has not done or omitted to do anything as a consequence of which the FCA is entitled to vary or cancel any FSMA permission of the relevant UK-Regulated Entity.

(b) Copies of all material correspondence with any Governmental Authority relating to each UK-Regulated Entity within the last three (3) years (including notifications to the FCA of all actual or potential breaches made by the relevant UK-Regulated Entity) have been disclosed by or on behalf of the UK-Regulated Entities to the Parent and the Merger Subs on or prior to the date of this Agreement.

(c) Each UK-Regulated Entity’s compliance breaches register within the last three (3) years has been properly maintained and made available to Parent.

(d) Each UK-Regulated Entity’s annual compliance report within the last three (3) years has been made available to Parent.

(e) Each UK-Regulated Entity has at all times since the Look-Back Date complied in all material respects with Applicable Law, except in respect of the matters disclosed in each UK-Regulated Entity’s compliance breaches register and annual compliance reports since the Look-Back Date.

(f) To the Knowledge of the Company, there is no investigation or enquiry by, or order, decree or judgment of, the FCA, arbitrator or ombudsman which is outstanding or anticipated against the UK-Regulated Entities. Since the Look-Back Date, to the Knowledge of the Company, neither of the UK-Regulated Entities has received any notice or indication from the FCA as to any material non-compliance with any Applicable Law, including the UK Financial Services and Markets Act 2000 (as amended from time to time) (“FSMA”) and the FCA Handbook of rules and guidance as amended from time to time (the “FCA Rules”).

(g) Sculptor Capital Management Hong Kong Limited (the “HK-Regulated Entity”) has at all times since the Look-Back Date adopted written policies and procedures, compliance with which would enable the HK-Regulated Entity to comply in all material respects with Applicable Laws. All employees of the HK-Regulated Entity have executed acknowledgments that they are bound by such written policies and procedures of the HK-Regulated Entity. Since the Look-Back Date, the HK-Regulated Entity has taken all reasonable steps to monitor compliance with such written policies and procedures, has maintained written records of the taking of such steps and any material non-compliance with such policies and procedures, and has made true and complete copies of such records available to Parent.

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(h) Since the Look-Back Date, the HK-Regulated Entity has not received any written communication from the SFC requesting information from the HK-Regulated Entity in connection with any circumstance which may reasonably be expected to lead to Proceedings being threatened or commenced against the HK-Regulated Entity.

(i) Since the Look-Back Date, the HK-Regulated Entity has not received any written complaint alleging any material violation or breach of any Applicable Law.

Section 4.23 Compliance Procedures.

(a) The Investment Adviser Subsidiaries have adopted a compliance manual containing policies and procedures pursuant to Rule 206(4)-7 and Rule 204A-1 under the Advisers Act, including one or more formal codes of ethics, insider trading policies, privacy policies, electronic communications policies, cybersecurity and information security policies, anti-money laundering policies and personal trading policies (collectively, “Adviser Compliance Policies”), and have designated and approved a chief compliance officer. True and correct copies of the Adviser Compliance Policies have been delivered to Parent prior to the date hereof. To the Knowledge of the Company, the Investment Adviser Subsidiaries have been at all times since the Look-Back Date in compliance in all material respects with the Adviser Compliance Policies. The Adviser Compliance Policies comply with Applicable Law in all material respects. To the Knowledge of the Company, there have been no violations since the Look-Back Date of any code of ethics, insider trading policy and personal trading policy of any Investment Adviser Subsidiary, except as would not be material and adverse to the Investment Adviser Subsidiaries and the Company, taken as a whole. Since the Look-Back Date, the Acquired Company has reviewed the adequacy of the Adviser Compliance Policies in compliance with Rule 206(4)-7 under the Advisers Act.

(b) Since the Look-Back Date, there have been no Proceedings threatened in writing by or before any Governmental Authority regarding any Specified Act against any Acquired Company or any employee, officer, director, partner or Person “associated with” (as defined in the Advisers Act) any Acquired Company.

(c) The subscription agreement that an investor of any Fund is required to execute prior to being admitted as an investor in such Fund contains customary representations and warranties that such investor is not identified on OFAC’s SDN list or otherwise subject to sanctions administered by OFAC or owned or controlled by or acting on behalf of any Person listed on OFAC’s SDN list.

(d) The Investment Adviser Subsidiaries have adopted written policies and procedures reasonably designed to prevent violations of Rule 206(4)-5 under the Advisers Act. Since the Look-Back Date, neither any Acquired Company (including any Investment Adviser Subsidiary) has, as of the date of this Agreement, nor, to the Knowledge of the Company, any of the “covered associates” of any Acquired Company (including any Investment Adviser Subsidiary) has, as of the date of this Agreement, made a “contribution” to an “official” of a “government entity” that would disqualify any Acquired Company (including any Investment Adviser Subsidiary) or such Persons from providing investment advisory services for compensation to such government entity either directly or through a “covered investment pool” pursuant to Rule 206(4)-5 under the Advisers Act.

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(e) None of the Funds (to the Knowledge of the Company with respect to any Sub-advisory Relationship) nor any Acquired Company (including any Investment Adviser Subsidiary), nor, to the Knowledge of the Company, any Person for whose acts or omissions any of them is vicariously liable, has since the Look-Back Date: (i) induced a Person to enter into an agreement or arrangement with any Acquired Company (including any Investment Adviser Subsidiary) or any Fund (to the Knowledge of the Company with respect to any Sub-advisory Relationship) by means of an unlawful payment, contribution, gift or other inducement, (ii) offered or made an unlawful payment, contribution, gift or other inducement to a government official or employee, (iii) directly or indirectly made an unlawful contribution to a political activity, (iv) been party to the establishment or maintenance of any unlawful or unrecorded fund of monies or other assets or (v) have been party to the making of any false or fictitious entries in the books or records of any Acquired Company (including any Investment Adviser Subsidiary) or any Fund (to the Knowledge of the Company with respect to any Sub-advisory Relationship).

(f) Neither any Acquired Company (including any Investment Adviser Subsidiary) nor any Person “associated with” (as defined in the Advisers Act) any Acquired Company (including any Investment Adviser Subsidiary), is, or at any time since the Look-Back Date, has been, (i) subject to any cease and desist, censure or other disciplinary or similar order issued by, (ii) a party to any settlement agreement, consent agreement, memorandum of understanding or disciplinary agreement with, (iii) a party to any commitment letter or similar undertaking to, (iv) subject to any order or directive by or (v) a recipient of any deficiency or supervisory letter from, in each case, any Governmental Authority. Neither any Acquired Company (including any Investment Adviser Subsidiary) nor, to the Knowledge of the Company, any Persons “associated with” (as defined in the Advisers Act) any Acquired Company (including any Investment Adviser Subsidiary): (i) has ever been indicted for or convicted of any felony or any crime involving fraud, misrepresentation or insider trading or (ii) is subject to any outstanding order barring, suspending or otherwise materially limiting the right of any such individual to engage in any activity conducted as part of the Company’s business as currently conducted. No “bad actor” disqualifying event described in Rule 506(d) under the Securities Act is applicable to the Company and, with respect to any Persons associated with the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1) under the Securities Act. No Acquired Company (including any Investment Adviser Subsidiary) or any Person “associated with” (as defined in the Advisers Act) any of them is ineligible pursuant to Section 203 of the Advisers Act to serve as a registered investment adviser or “associated person” (as defined in the Advisers Act) of a registered investment adviser, nor is there any Proceeding pending or, to the Knowledge of the Company, threatened by any Governmental Authority which would result in the ineligibility of any Acquired Company (including any Investment Adviser Subsidiary) or any Person “associated with” (as defined in the Advisers Act) any Acquired Company to serve in any such capacities.

(g) True, complete and correct copies of all material correspondence relating to any investigation or inquiry by any Governmental Authority provided to or by any Acquired Company (including any Investment Adviser Subsidiary) or any Fund (except for any Sub-advisory Relationship) since the Look-Back Date have been delivered to the Parent.

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(h) The Company has made available to Parent a true and correct copy of each material no-action letter, exemptive order or similar regulatory relief issued by any Governmental Authority specifically to any of the Acquired Companies or any Fund (except for any Sub-advisory Relationship) or any other “Person” “associated” (as defined in the Advisers Act) with any Acquired Company that remains applicable to its respective business as conducted on the date of this Agreement. Except as has not had and would not, individually or in the aggregate, have a Company Material Adverse Effect, the Company, each of its Subsidiaries and each Fund (except for any Sub-advisory Relationship) and each other “Person” “associated” (as defined in the Advisers Act) with any Acquired Company are in compliance in all material respects with any such material no-action letters, exemptive orders or similar regulatory relief.

(i) Any brokerage policies (if any) employed by the Investment Adviser Subsidiaries are, and since the Look-Back Date have been, in conformity in all material respects with the description set forth in the Form ADV of the applicable Investment Adviser Subsidiaries, and the only products or services obtained by the Investment Adviser Subsidiaries through the use of brokerage commissions have been “brokerage and research” services within the meaning of § 28(e) of the Exchange Act and SEC staff interpretations thereunder, other than exceptions that would not, and would not reasonably be expected to, be material to any Acquired Company (including any Investment Adviser Subsidiary), taken as a whole.

(j) The Investment Adviser Subsidiaries have implemented policies and procedures reasonably designed to comply with their duty to seek ‘best execution’ for Client transactions to the extent required by their business practices and Applicable Law.

(k) To the Knowledge of the Company, each Investment Adviser Subsidiary has been in compliance in all material respects with Rule 206(4)-2 under the Advisers Act since the Look-Back Date.

Section 4.24 ERISA Plan Asset Matters.

(a) No Acquired Company holds, or has at any time been deemed to hold, “plan assets” (within the meaning of the Plan Asset Regulation or otherwise) or the assets of any plan subject to any Similar Law.

(b) No Acquired Company provides, or has at any time provided, any services, directly or indirectly, to any Plan Asset Arrangement or any U.S. governmental plan, non-U.S. plan, church plan, or other employee benefit plan, account or arrangement that is subject to Similar Law.

(c) Except as contemplated by Section 4.24(d), no portion of the underlying assets of any Fund constitutes “plan assets” (within the meaning of the Plan Asset Regulation or otherwise) because participation by Plan Asset Arrangements is not and at all times has not been “significant” (calculated in accordance with the Plan Asset Regulation). No portion of any assets of any Fund is, or at any time has been, subject to Similar Law.

(d) Section 4.24(d) of the Company Disclosure Letter contains a true, correct and complete list of each Fund whose underlying assets constitute “plan assets” (within the meaning of the Plan Asset Regulation or otherwise) subject to Title I of ERISA and/or Section 4975 of the Code (each, an “ERISA Feeder Fund”). Each ERISA Feeder Fund is intended to be a conduit vehicle that exists solely to facilitate investment of all of its investible assets, directly or indirectly, into an underlying Fund vehicle, and has been operated at all times in compliance with such purpose, except as would not, individually or in the aggregate, have a Company Material Adverse

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Effect. With respect to each ERISA Feeder Fund, the Company has (1) at all times maintained bond coverage as required by Section 412 of ERISA and the U.S. Department of Labor (“DOL”) regulations promulgated thereunder and (2) satisfied the indicia of ownership requirements under Section 404(b) of ERISA and the DOL regulations promulgated thereunder, except to the extent that noncompliance therewith would not, individually or in the aggregate, reasonably be expected to result in a material liability for any Acquired Company.

(e) No Acquired Company or any Fund is or has been the subject of any proceeding, penalty or enforcement by the DOL or any state labor agency, either directly or in connection with any services or transactions relating to any investors in any Fund or any Investment Management Services.

(f) To the Knowledge of the Company, (i) no Acquired Company has been subject to disqualification under Section 411 of ERISA from holding the positions described under Section 411(a) of ERISA or any disqualification under Part I(g) of Prohibited Transaction Class Exemption (“PTCE”) 84-14, and (ii) no employee or “affiliate” of such Person (as defined in Part VI(d) of PTCE 84-14) has been subject to such disqualification so as to prevent any Acquired Company from relying on PTCE 84-14.

Section 4.25 Related Person Transactions. Except for indemnification, compensation or other employment arrangements in the Ordinary Course of Business, there are no Contracts or other arrangements between the Acquired Companies, on the one hand, and any Affiliate (including any director or officer) thereof, but not including any wholly owned Subsidiary of the Company, on the other hand, that would be required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC in the Company’s Form 10-K or proxy statement pertaining to an annual meeting of stockholders and that has not been disclosed in the Company SEC Documents (such Contracts or other arrangements, the “Related Person Agreements”).

Section 4.26 Information in the Proxy Statement. The Proxy Statement (and any amendment thereof or supplement thereto) (a) at the date mailed to the Company Stockholders and at the time of any meeting of the Company Stockholders to be held in connection with the Public Merger, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) will comply as to form in all material respects with the provisions of the Exchange Act, NYSE and any other applicable federal securities Laws, except that no representation or warranty is made by the Company with respect to (i) statements and information made or incorporated by reference therein based on information that was supplied by or on behalf of Parent for inclusion in the Proxy Statement or (ii) any financial projections or forward-looking statements.

Section 4.27 Takeover Statutes. The Company Board and the Special Committee have adopted such resolutions and taken all actions so that no “business combination,” “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation (including Section 203 of the DGCL) (each, a “Takeover Statute”), is applicable to this Agreement, the Rollover Agreement or the Transactions, including the Mergers and the Rollover.

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Section 4.28 Related Party Agreements. Except (a) as set forth on Section 4.28 of the Company Disclosure Letter, (b) payment of compensation (whether written or unwritten) for employment to employees, (c) any Company Benefit Plans and (d) indemnification rights relating to an individual’s service as a director, manager or officer, no Company Related Party is a party to any Contract or other commitment to which any Acquired Company is a party or by which any of its respective businesses, assets or properties is bound; provided that for purposes of this Section 4.28, “Company Related Party” shall include Family Related Parties of such Persons.

Section 4.29 No Brokers. Except for J.P. Morgan Securities LLC and PJT Partners LP, there is no financial advisor, investment banker, broker, finder, agent or other Person that has been retained by or is authorized to act on behalf of the Company, Operating Partnerships or any of their respective Subsidiaries who will be entitled to any finders’ fee or agents’ commission from the Company, Operating Partnerships or any of their respective Subsidiaries in connection with the Transactions.

Section 4.30 No Additional Representations and Warranties. Except as provided in this Article IV or in any certificate to be delivered by the Company in connection with this Agreement, none of the Company, Operating Partnerships or any other Person on behalf of the Company or Operating Partnerships makes any express or implied representation or warranty with respect to the Company, Operating Partnerships, any of their respective Subsidiaries, or with respect to any other information provided to Parent, the Merger Subs or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of the Company, Operating Partnerships or any other Person will have or be subject to any claim, liabilities or any other obligation to Parent, the Merger Subs or any other Person resulting from the distribution or failure to distribute to Parent or the Merger Subs, or Parent’s or the Merger Subs’ use of, any such information, including any information, documents, projections, estimates, forecasts or other material made available to Parent or the Merger Subs in the electronic data room maintained by the Company for purposes of the Transactions or management presentations in expectation of the Transactions, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article IV. Except for the representations and warranties expressly contained in Article V, the Company and the Operating Partnerships acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither Parent nor any of its Subsidiaries or Representatives makes, and none of the Company, the Operating Partnerships or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to the Company, the Operating Partnerships or any of their respective Representatives by or on behalf of Parent, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND THE MERGER SUBS

Parent and the Merger Subs each represent and warrant to the Company:

Section 5.01 Organization. Each of Parent and the Merger Subs is a corporation or limited partnership duly incorporated or formed, validly existing and, where such concept is recognized, in good standing under the Laws of the jurisdiction of its incorporation or formation and has all requisite corporate or partnership power and authority required to carry on its business as currently conducted. Each of Parent and the Merger Subs is duly qualified to do business as a foreign corporation and, where such concept is recognized, is in good standing in each jurisdiction in which the nature of the business conducted by it makes such qualification necessary, except where the failure to be so qualified and in good standing would not materially impair the ability of Parent or the Merger Subs to consummate the Transactions.

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Section 5.02 Authority.

(a) Each of Parent and the Merger Subs has all requisite corporate or partnership power and authority to execute and deliver this Agreement, to perform its covenants and obligations hereunder and to consummate the Transactions. The execution, delivery and performance by each of Parent and the Merger Subs of this Agreement have been duly and validly authorized by all necessary action on the part of Parent and the Merger Subs (subject, with respect to Merger Sub Inc., only to adoption of this Agreement by its sole stockholder, which will be effected by written consent immediately following the execution and delivery of this Agreement by each of the parties hereto), and no other corporate or partnership proceedings on the part of Parent and the Merger Subs are necessary to authorize the execution and delivery of this Agreement or for each of Parent and the Merger Subs to consummate the Transactions (other than, with respect to the Mergers, the filing of the Certificate of Merger and LP Certificates of Merger with the Delaware Secretary of State). Assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement has been duly and validly executed and delivered by Parent and the Merger Subs and constitutes the legal, valid and binding obligation of each of Parent and the Merger Subs, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.

(b) The board of directors or similar governing body of each of Parent and Merger Sub Inc., and the general partner of each of Merger Sub I, Merger Sub II and Merger Sub III have duly adopted resolutions (i) determining that this Agreement and the Transactions are advisable and in the best interests of Parent, the Merger Subs and their respective stockholders or partners, as applicable, (ii) approving and adopting this Agreement and the Transactions and (iii) in the case of the board of directors of Merger Sub Inc., recommending that the sole stockholder of Merger Sub Inc. adopt this Agreement. Parent, acting in its capacity as the sole stockholder of Merger Sub Inc., will immediately after execution and delivery hereof by each of the parties hereto approve and adopt this Agreement by consent pursuant to and in accordance with Section 228 of the DGCL.

(c) No vote of, or consent by, the holders of any equity interests of Parent is necessary to authorize the execution, delivery and performance by Parent of this Agreement and the consummation of the Transactions or otherwise required by Parent’s organizational documents, Applicable Law or any Governmental Authority.

Section 5.03 Governmental Authorization. No Governmental Permits are required in connection with the execution, delivery and performance of this Agreement by each of Parent and the Merger Subs or the consummation by Parent and the Merger Subs of the Transactions other than (a) the filing of the Certificate of Merger and the LP Certificate of Merger with the Delaware Secretary of State, (b) compliance with and filings or notifications under any applicable requirements of the Antitrust Laws, (c) compliance with any applicable requirements of the Securities Act, the Exchange Act and any other applicable U.S. state or federal securities, takeover or “blue sky” Laws, (d) compliance with any applicable rules of NYSE, (e) any Required Irish FDI Filing, (f) compliance with and filings or notifications listed in Section 4.04 of the Company Disclosure Letter, (g) where failure to take any such actions or filings would not materially impair or delay the ability of Parent or the Merger Subs to consummate the Transactions and (h) any filings, consents or other notifications as may be required as a result of the business or identity of the Company or any of its Affiliates.

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Section 5.04 Non-Contravention. The execution, delivery and performance by each of Parent and the Merger Subs of this Agreement, the consummation by each of Parent or the Merger Subs of the Transactions and the compliance by each of Parent or the Merger Subs with any of the provisions of this Agreement does not and will not (a) contravene, conflict with or result in any violation or breach of any provision of the certificate of incorporation or bylaws (or comparable organizational documents) of Parent or the Merger Subs, (b) assuming the Governmental Permits referred to in Section 5.03 have been obtained or made, any applicable waiting periods referred to therein have terminated or expired and any condition precedent to any such Governmental Permit has been satisfied or waived, contravene, conflict with or result in a violation or breach of any Applicable Law or (c) assuming compliance with the matters referred to in Section 5.03, require any consent by any Person under, constitute a default, or constitute an event that, with or without notice or lapse of time or both, would constitute a default, under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Parent or any of its Subsidiaries is entitled under any Contract, except in the case of clauses (b) and (c) above, any such violation, breach, default, right, termination, amendment, acceleration, cancellation or loss that would not, individually or in the aggregate, materially impair or delay the ability of Parent or the Merger Subs to consummate the Transactions.

Section 5.05 Litigation. As of the date of this Agreement, there are no pending or to the knowledge of Parent or any of its Affiliates, threatened Proceedings at law or in equity or investigations before or by any Governmental Authority against Parent or any of its Subsidiaries that would reasonably be expected to materially impair or delay the ability of Parent or the Merger Subs to consummate the Transactions. There is no unsatisfied judgment or any open injunction binding upon Parent or any of its Subsidiaries which would reasonably be expected to materially impair or delay the ability of Parent or the Merger Subs to consummate the Transactions.

Section 5.06 No Brokers. Except for Citigroup Global Markets Inc., there is no financial advisor, investment banker, broker, finder or other financial intermediary that has been retained by or is authorized to act on behalf of any of Parent or its Subsidiaries who will be entitled to any fee or commission from Parent or its Subsidiaries, including the Merger Subs, in connection with the Transactions.

Section 5.07 Ownership of Company Capital Stock and Operating Partnership Units.

(a) Parent and the Merger Subs and their respective Subsidiaries do not beneficially own (as such term is used in Rule 13d-3 promulgated under the Exchange Act) any shares of Company Common Stock, Operating Partnership Units or other securities of the Company or any options, warrants or other rights to acquire Company Common Stock, Operating Partnership Units or other securities of, or any other economic interest (through derivative securities or otherwise) in, the Company except pursuant to this Agreement, the Rollover Agreement and any other agreements entered into in connection with the Rollover. None of Parent, any Merger Sub or any of their respective “affiliates” or “associates” (as each is defined in Section 203 of the DGCL) is, or has been at any time with the last three years, an “interested stockholder” of the Company (as defined in Section 203 of the DGCL).

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(b) Other than the Support Agreements, the Rollover Agreement and any other agreements entered into in connection with the Rollover, neither Parent nor any of its Affiliates has entered into any Contract, or authorized, committed or agreed to enter into any Contract, pursuant to which: (i) any Company Stockholder or holder of Operating Partnership Units would be entitled to receive consideration of a different amount or nature than the Public Merger Consideration and the LP Merger Consideration, (ii) any Company Stockholder (A) agrees to vote to adopt this Agreement or the Public Merger or (B) agrees to vote against, or not to tender its shares of Company Common Stock or Operating Partnership Units in, any Acquisition Proposal or (iii) any Third Party has agreed to provide, directly or indirectly, equity capital to Parent or the Company to finance in whole or in part the Mergers.

Section 5.08 Financial Capacity. Parent has, and will have on the Closing Date, the financial capability and sufficient available funds necessary to consummate the Transactions on the terms and subject to the conditions set forth herein, and does not know of any circumstance or condition that could reasonably be expected to prevent or substantially delay the availability of such funds or otherwise impair such capability at the Closing.

Section 5.09 Solvency. None of Parent or the Merger Subs is entering into the Transactions with the actual intent to hinder, delay or defraud either present or future creditors of any Acquired Company. Assuming that the representations and warranties of the Company and Operating Partnerships contained in this Agreement are true and correct and that the Company and Operating Partnerships have complied with and performed their respective covenants and other obligations set forth in this Agreement that require compliance and performance prior to Closing, Parent and the Merger Subs will, on a consolidated basis (i) be able to pay their respective debts as they become due and (ii) have adequate capital to carry on their respective businesses.

Section 5.10 Information in the Proxy Statement. The information supplied by Parent for inclusion or incorporation by reference in the Proxy Statement (and any amendment thereof or supplement thereto) will not, as of the date such Proxy Statement is mailed to the Company Stockholders and at the time of any meeting of the Company Stockholders to be held in connection with the Public Merger, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent with respect to (i) information made or incorporated by reference therein based on information that was not supplied by or on behalf of Parent or the Merger Subs for inclusion in the Proxy Statement or (ii) any financial projections or forward-looking statements.

Section 5.11 Ownership of the Merger Subs; No Prior Activities. All of the authorized shares of capital stock of Merger Sub Inc. consists of 1,000 shares, par value $0.01 per share, all of which are validly issued and outstanding. All of the authorized partnership interests in each of Merger Sub I, Merger Sub II and Merger Sub III consists of one (1) unit, which is validly issued and outstanding. All of the issued and outstanding shares of capital stock of or partnership interests in the Merger Subs are, and immediately prior to the Effective Time and the LP Mergers Effective Time will be, held of record and owned directly by Parent or a direct or indirect wholly owned Subsidiary of Parent. The Merger Subs were formed solely for the purpose of engaging in the Transactions. Except for obligations or liabilities incurred in connection with its formation and the Transactions, the Merger Subs have not and will not prior to the Effective Time and LP Mergers Effective Time have incurred, directly or indirectly, any obligations or liabilities or engaged in any business activities of any type or kind whatsoever or entered into any agreements or arrangements with any Person.

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Section 5.12 Company Arrangements. Other than this Agreement and the Ancillary Agreements, as of the date hereof, none of Parent or the Merger Subs, or their respective executive officers, directors or Affiliates, has entered into any agreement, arrangement or understanding with any of the executive officers, directors, Founders or Affiliates of the Company relating in any way to the Transactions or the operations of the Company.

Section 5.13 Acknowledgment of Tax Receivable Agreement. Parent and the Merger Subs acknowledge that (i) they have had the opportunity to review that certain tax receivable agreement (as amended, the “TRA”) dated as of January 12, 2009 by and among the Company, the Operating Partnerships and each of the Partners (as defined in the TRA) and (ii) the Company has certain obligations under the TRA.

Section 5.14 Investment Intention. Parent is acquiring through the Transactions the shares of capital stock of the Surviving Corporation and the units of the Surviving Limited Partnerships for its own account, for investment purposes only and not with a view to the distribution (as such term is used in Section 2(11) of the Securities Act) thereof. Parent understands that the shares of capital stock of the Surviving Corporation and the units of the Surviving Limited Partnerships have not been registered under the Securities Act or any “blue sky” Laws and cannot be sold unless subsequently registered under the Securities Act, any applicable “blue sky” Laws or pursuant to an exemption from any such registration.

Section 5.15 No Additional Representations and Warranties. Except as provided in this Article V or in any certificate to be delivered by Parent or the Merger Subs in connection with this Agreement, none of Parent, the Merger Subs or any other Person on behalf of Parent or the Merger Subs makes any express or implied representation or warranty with respect to Parent, the Merger Subs, any of their respective Subsidiaries, or with respect to any other information provided to the Company, the Operating Partnerships or their respective Affiliates in connection with the Transactions, including the accuracy, completeness or timeliness thereof. None of Parent, the Merger Subs or any other Person will have or be subject to any claim, liabilities or any other obligation to the Company, the Operating Partnerships or any other Person resulting from the distribution or failure to distribute to the Company or the Operating Partnerships, or the Company’s or the Operating Partnerships’ use of, any such information, unless and to the extent any such information is expressly included in a representation or warranty contained in this Article V. Except for the representations and warranties expressly contained in Article IV, Parent and the Merger Subs acknowledge and agree (on their own behalf and on behalf of each of their respective Representatives) that neither the Company nor any of its Subsidiaries or Representatives makes, and none of Parent, the Merger Subs or any of their respective Representatives has relied upon or otherwise been induced by, any other representation or warranty, whether or not express or implied, by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person, or with respect to any other information provided or made available to Parent, the Merger Subs or any of their respective Representatives by or on behalf of the Company, any of its Subsidiaries, any of their respective Representatives or any other Person in connection with the Transactions or otherwise, including any information, documents, projections, forecasts or other material made available to Parent, the Merger Subs or their respective Representatives in certain “data rooms,” management presentations or otherwise in expectation of the Transactions.

ARTICLE VI

COVENANTS OF THE PARTIES

Section 6.01 Conduct of the Company Pending the Mergers.

(a) The Company agrees that, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.01, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable Law or as expressly contemplated by this Agreement or otherwise with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the Company will, and will

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cause each other Acquired Company to, (i) use its reasonable best efforts to conduct its operations in the Ordinary Course of Business and (ii) use its reasonable best efforts to preserve the goodwill and current relationships of the Acquired Companies with Clients, investors, suppliers and other Persons with which each Acquired Company has significant business relations; provided, however, that no action by the Acquired Companies with respect to matters specifically addressed by any provision of the following sentence shall be deemed a breach of the covenants contained in this sentence unless such action would constitute a breach of such specific provision in the following sentence; provided, further, that the failure by an Acquired Company to take any action prohibited by any clause in the following sentence shall not be deemed to be a breach of the covenants contained in this sentence. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable Law or as expressly contemplated by this Agreement or otherwise with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of the other Acquired Companies to, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.01:

(i) amend or waive the certificate of incorporation, bylaws, limited partnership agreements, exchange agreements or other organizational documents of the Acquired Companies or side letters related thereto;

(ii) issue, sell, exchange, convert, dispose of, grant options or rights to purchase or receive, encumber or pledge (or authorize, permit or propose the issuance, sale, exchange, conversion, disposal, grant of options or rights to purchase or receive, encumbrance or pledge of), any shares of capital stock, any equity-based incentive awards or any other voting interests or equity interests of the Company or any of its Subsidiaries (other than shares of Company Common Stock issuable upon exchange of the Operating Partnership Units in accordance with the Operating Partnership LPAs and the Exchange Agreements or in connection with the vesting and/or settlement of Company Stock Awards outstanding as of the date hereof in accordance with the terms of the applicable Company Stock Plan and award agreement thereunder);

(iii) make, declare, set aside or pay any dividend or other distribution (other than tax distributions required to be made pursuant to the Operating Partnership LPAs, and, without duplication, distributions necessary to allow the Company to make payments as required pursuant to the TRA to the stockholders of the Company or holders of the Operating Partnership Units in their capacity as such);

(iv) (A) enter into any Contract that would have been a Company Material Contract had it been entered into prior to the date of this Agreement, or (B) amend, modify or waive in any material respect or terminate any Company Material Contract (or any material rights thereunder) in a manner adverse to any Acquired Company (other than any expiration or termination for cause of any such Contract in accordance with its terms);

(v) disclose or abandon any trade secrets or other confidential information of the Acquired Companies (other than pursuant to a valid and written confidentiality agreement entered into in the Ordinary Course of Business with reasonable protections of, and preserving all rights of the Acquired Companies in, such trade secrets and other confidential information);

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(vi) modify in any material respect any of the Acquired Companies’ policies related to Data Privacy and Security Law, or any administrative, technical or physical safeguards related to privacy or data security, other than (A) to remediate any security issue, (B) to enhance data security or integrity, (C) to comply with Data Privacy and Security Laws or (D) as otherwise directed or required by a Governmental Authority;

(vii) sell, assign, transfer, convey, lease, license, encumber or subject to any Lien or otherwise dispose of any material assets or properties;

(viii) amend, modify, extend or renew any Lease, other than in the Ordinary Course of Business, or enter into or terminate any Lease, or purchase any interest in real property;

(ix) except (x) as required by Applicable Law or the terms of this Agreement or (y) as required (without the exercise of discretion to increase the amount otherwise payable in the aggregate or to any given individual) by the terms of a Company Benefit Plan as in effect as of the date hereof: (A) grant or increase, promise to grant or increase or commit to grant or increase any rights to severance or termination pay to, or enter into or amend or otherwise modify the existing terms and conditions of any employment, engagement or severance agreement with, any Company Service Provider to increase the rights of any Company Service Provider or diminish the rights of any Acquired Company (other than in the Ordinary Course of Business with respect to any newly hired or engaged Company Service Provider whose annualized compensation opportunities do not exceed $250,000), (B) grant, award, pay or announce any cash or equity or equity-based incentive awards, bonus, retention, change in control, transaction, severance or similar compensation or any increase in the salaries, bonuses or other compensation and benefits payable to any Company Service Provider (or any of their respective dependents or beneficiaries); (C) terminate, establish, adopt, enter into or amend any Labor Agreement, (D) recognize or certify any labor union, labor organization, works council or group of employees of the Acquired Companies as the bargaining representative for any employees of the Acquired Companies, (E) adopt, enter into, amend, modify or terminate any Company Benefit Plan, or adopt or enter into any plan or arrangement that would be Company Benefit Plan if it were in existence on the date hereof, (F) take any action to accelerate the vesting, funding or payment of any compensation payable or benefit provided to any Company Service Provider, (G) hire, promote or engage any Company Service Provider whose annualized compensation opportunities would exceed $250,000; (H) furlough or terminate any employee, officer, director, independent contractor or other Company Service Provider of any Acquired Company other than for cause, whose annualized compensation opportunities would exceed $250,000; or (I) implement any employee layoffs, office or plant closings, reductions in force, furloughs or similar actions affecting ten (10) or more employees;

(x) merge or consolidate any Acquired Company with any Person or adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of any Acquired Company;

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(xi) make any loans, advances or capital contributions to or investments in any Person exceeding $250,000, individually (in any one Person), or $1,000,000 in the aggregate (other than for transactions between the Company or an Operating Partnership, on the one hand, and its respective wholly owned Subsidiary, on the other hand);

(xii) reclassify, split, combine, subdivide or redeem, purchase, repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock or other voting or equity interests or securities convertible or exchangeable into or exercisable for any shares of its capital stock or other voting or equity interests;

(xiii) create, incur, assume or guarantee any Indebtedness, except for (A) borrowings in the Ordinary Course of Business that do not exceed $1,000,000 in the aggregate or (B) guarantees or credit support provided by an Acquired Company of the obligations of an Acquired Company in the Ordinary Course of Business to the extent such Indebtedness is in existence on the date of this Agreement or incurred in compliance with clause (A) of this Section 6.01(a)(xiii);

(xiv) incur or commit to any capital expenditure or expenditures, except capital expenditures of less than $1,000,000 in the aggregate;

(xv) settle, release, waive or compromise any pending or threatened material Proceedings at law or in equity, except for the settlement of any such Proceedings solely for monetary damages in an amount (A) not in excess of $1,000,000 in the aggregate or (B) that does not materially exceed the amount reflected or reserved against therefor in the Company Balance Sheet;

(xvi) acquire, or agree to acquire, any business, assets that constitute a business or capital stock of any Person or division thereof, whether in whole or in part (and whether by purchase of stock, purchase of assets, merger, consolidation or otherwise), other than the acquisition of assets from vendors or suppliers of an Acquired Company in the Ordinary Course of Business, or enter into any joint venture, partnership or similar arrangement with any Person;

(xvii) (A) make, change or rescind any material income Tax election, (B) settle or compromise any Proceeding relating to material Taxes, (C) file any amended income tax or other material Tax Return, (D) surrender or allow to expire any right to claim a refund of material Taxes, (E) change or request to change any method of accounting for Tax purposes, (F) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued or in respect of any material Tax attribute that would give rise to any claim or assessment of Taxes of or with respect to the Acquired Companies, (G) enter into any “closing agreement” as described in Section 7121 of the Code or any similar agreement or arrangement with any Governmental Authority, in each case except as required by Applicable Law, (H) except as required by GAAP, change any material accounting policies, procedures principles, methods or practices, or (I) modify or amend the TRA;

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(xviii) enter into any new line of business;

(xix) (x) cancel, reduce, terminate or fail to maintain insurance coverage under the Insurance Policies (other than replacements thereof providing similar coverage on substantially similar terms) or (y) fail to file claims in a timely manner as required under the Insurance Policies with respect to all material matters and material occurrences for which it has coverage; or

(xx) enter into any agreement, or otherwise become obligated, to do any action prohibited under this Section 6.01(a).

Notwithstanding anything to the contrary in this Agreement: any action taken, or omitted to be taken, by any of the Acquired Companies in good faith pursuant to any COVID-19 Measures in the Ordinary Course of Business shall in no event be deemed to constitute a breach of this Section 6.01(a); provided that, with respect to actions taken or omitted to be taken in reliance on the foregoing clause, to the extent permitted under Applicable Law and practicable under the circumstances, the Company shall provide prior notice to and consult in good faith with Parent prior to taking such action.

(b) Nothing contained in this Agreement shall give Parent, directly or indirectly, any right to control or direct the operations of the Acquired Companies prior to the Closing. Prior to the Closing, each of the Company and Parent shall exercise, consistent with the other terms and conditions of this Agreement, complete control and supervision over their respective businesses.

Section 6.02 No Solicitation.

(a) No Solicitation. Except as permitted by this Section 6.02, during the period from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.01, the Company shall not, and shall (i) cause its Subsidiaries and the respective directors and officers of each Acquired Company and (ii) instruct and use its reasonable best efforts to cause the other Representatives of each Acquired Company not to, directly or indirectly: (A) solicit, initiate, seek or knowingly encourage (including by way of furnishing non-public information relating to any Acquired Company) any inquiry, discussion, offer or request that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal, (B) enter into, continue or otherwise participate in any discussions or negotiations with, or furnish any non-public information relating to the Acquired Companies to, or afford access to the books or records or officers of the Acquired Companies to, any Third Party, in each case, with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal, (C) grant any waiver, amendment or release of any Third Party under any standstill or confidentiality agreement; provided that notwithstanding the foregoing, the Company shall be permitted to grant a waiver of or terminate any “standstill” or similar agreement or obligation of any Third Party to the extent such agreement or obligation prohibits a confidential proposal being made to the Company Board or the Special Committee if the Company Board (acting upon the recommendation of the Special

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Committee) has determined in good faith, after consultation with its outside financial and outside legal advisors, that failure to take such action would be inconsistent with its fiduciary duties under Applicable Law, (D) approve, endorse, recommend or enter into, or publicly propose to approve, endorse, recommend or enter into, any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement or other Contract with respect to any Acquisition Proposal other than an Acceptable Confidentiality Agreement in accordance with Section 6.02(c) (an “Alternative Acquisition Agreement”); (E) take any action to exempt any Third Party from the restrictions on “business combinations” contained in Section 203 of the DGCL or any other applicable Takeover Statute or otherwise cause such restrictions not to apply or (F) resolve, agree, authorize or commit to do any of the foregoing.

(b) Cessation of Discussions. Immediately following the execution of this Agreement, the Company shall, and shall cause its Subsidiaries and the respective directors and officers of each Acquired Company and instruct and use its reasonable best efforts to cause the other Representatives of each Acquired Company to immediately cease and cause to be terminated any existing solicitation, discussion or negotiation with, and terminate any data room access (or other access to diligence) of, any Third Party and its Representatives (other than, with respect to data room access, certain founding partners of the Company (the “Founders”) and their Representatives, except as otherwise determined by Parent) with respect to an Acquisition Proposal. Promptly following the date of this Agreement (and in any event within two (2) Business Days following the date hereof), the Company will request that each Third Party that has executed a confidentiality agreement in connection with its consideration of an Acquisition Proposal (other than the Founders and their Representatives, except as otherwise determined by Parent) promptly return or destroy, in accordance with the terms of such confidentiality agreement, all non-public information furnished to such Third Party by or on behalf of the Company or its Representatives.

(c) Permitted Conduct Related to Certain Acquisition Proposals. Notwithstanding anything to the contrary contained in this Agreement, if at any time prior to adoption of this Agreement by the Required Company Stockholder Approval (i) the Company or any of its Subsidiaries has received a bona fide written Acquisition Proposal from a Third Party that did not result from a material breach of Section 6.02 and (ii) the Company Board (acting on the recommendation of the Special Committee) determines in good faith, after consultation with its outside financial and outside legal advisors, that (A) such Acquisition Proposal constitutes, or is reasonably expected to lead to, a Superior Proposal and (B) the failure to take the actions contemplated by this Section 6.02(c) would be inconsistent with its fiduciary duties pursuant to Applicable Law, then the Company and its Representatives may (x) enter into an Acceptable Confidentiality Agreement with such Third Party and/or its Affiliates and Representatives and, subject to the terms and conditions of such Acceptable Confidentiality Agreement, furnish non-public information, and afford access to the books or records or officers of the Acquired Companies, to such Third Party and its Affiliates and Representatives, and (y) engage in discussions and negotiations with such Third Party and its Affiliates and Representatives with respect to such Acquisition Proposal; provided that (1) the Company shall notify Parent if the Company commences any action described in clause (x) or clause (y) of this Section 6.02(c) promptly thereafter (and in any event within forty-eight (48) hours of the Company’s commencement of such action) and (2) without limiting the generality of the last sentence of Section 6.02(g), the Company shall make available to Parent any material non-public information concerning the Acquired Companies made available to any Third Party to the extent not previously

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made available to Parent, as promptly as reasonably practicable after it is made available to such Third Party (and in any event within forty-eight (48) hours following the delivery of such information to such Third Party). Notwithstanding anything to the contrary set forth in this Section 6.02 or elsewhere in this Agreement, the Company, its Subsidiaries and its Representatives may, in any event (without the Company Board or the Special Committee having to make the determination in clause (ii) of the preceding sentence), contact any Third Party to (i) seek to clarify and understand the terms and conditions of any Acquisition Proposal made by such Third Party solely to determine whether such Acquisition Proposal constitutes, or is reasonably expected to lead to, a Superior Proposal and (ii) inform such Third Party that has made or, to the Knowledge of the Company, is considering making an Acquisition Proposal of the provisions of this Section 6.02.

(d) No Adverse Recommendation Change or Entry into an Alternative Acquisition Agreement. Except as expressly permitted by Section 6.02(e), neither the Company Board nor the Special Committee shall:

(i) (A) withhold, withdraw, modify, qualify or propose publicly to withhold, withdraw modify or qualify, in a manner adverse to Parent, the Company Board Recommendation (it being understood it shall be considered a modification adverse to Parent if (x) any Acquisition Proposal structured as a tender or exchange offer is commenced and the Company Board fails to publicly recommend against acceptance of such tender or exchange offer by the Company Stockholders within eight (8) Business Days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act or (y) any Acquisition Proposal is publicly announced (other than by the commencement of a tender or exchange offer) and the Company Board fails to issue a public press release within eight (8) Business Days of such public announcement stating that the Company Board reaffirms the Company Board Recommendation); (B) fail to publicly reaffirm the Company Board Recommendation within eight (8) Business Days after Parent so requests in writing (or, if the Company Stockholder Meeting is scheduled to be held within five (5) Business Days, then within three (3) Business Days after Parent so requests in writing); provided that, other than any reaffirmation following receipt of an Acquisition Proposal, Parent may only request such a reaffirmation on one occasion; (C) fail to include the Company Board Recommendation in the Proxy Statement; (D) authorize, adopt, approve, declare advisable, or recommend, or publicly propose to authorize, adopt, approve, declare advisable, or recommend, any Acquisition Proposal or any proposal reasonably likely to lead to an Acquisition Proposal; or (E) resolve, agree, authorize or commit to do any of the foregoing (any of the actions described in clauses (A) through (E) of this Section 6.02(d)(i), an “Adverse Recommendation Change”); or

(ii) cause or permit the Company to enter into any Alternative Acquisition Agreement.

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(e) Permissible Adverse Recommendation Change and Entry into Alternative Acquisition Agreement in Connection with a Superior Proposal. Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Required Company Stockholder Approval, in the event that the Company has received a bona fide written Acquisition Proposal that did not result from a material breach of Section 6.02, the Special Committee and the Company Board, acting upon the recommendation of the Special Committee, may effect an Adverse Recommendation Change with respect to such Acquisition Proposal or cause the Company to terminate this Agreement pursuant to Section 8.01(h) to enter into an Alternative Acquisition Agreement with respect to such Acquisition Proposal, if and only if:

(i) the Company Board (acting upon the recommendation of the Special Committee) determines in good faith (after consultation with its outside financial and outside legal advisors) that such Acquisition Proposal is a Superior Proposal;

(ii) the Company Board (acting upon the recommendation of the Special Committee) determines in good faith (after consultation with its outside financial and outside legal advisors) that the failure to effect an Adverse Recommendation Change with respect to such Superior Proposal or cause the Company to terminate this Agreement pursuant to Section 8.01(h) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties under Applicable Law;

(iii) the Company has provided, at least three (3) Business Days in advance (the “Notice Period”), written notice (a “Notice of Adverse Recommendation Change”) to Parent to the effect that (A) the Company, the Company Board or the Special Committee has received a bona fide written Acquisition Proposal that has not been withdrawn; (B) the Company Board has (acting upon the recommendation of the Special Committee) concluded in good faith (after consultation with its outside financial and outside legal advisors) that such Acquisition Proposal constitutes a Superior Proposal; (C) the Company Board has (acting upon the recommendation of the Special Committee) determined in good faith (after consultation with its financial and outside legal advisors) that the failure to effect an Adverse Recommendation Change with respect to such Superior Proposal or cause the Company to terminate this Agreement pursuant to Section 8.01(h) to enter into an Alternative Acquisition Agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duty under Applicable Law; and (D) the Company Board has (acting upon the recommendation of the Special Committee) resolved to effect an Adverse Recommendation Change or to terminate this Agreement pursuant to Section 8.01(h), which notice shall describe the basis for such Adverse Recommendation Change or termination, including the identity of the Person or Group making such Acquisition Proposal, and the material terms of such Acquisition Proposal and shall include copies of all relevant documents relating to such Acquisition Proposal (it being understood that such delivery of a Notice of Adverse Recommendation Change and any amendment or update thereto (in each case, privately to Parent), the determination to so deliver such notice, amendment or update and the Special Committee’s making of any non-public recommendation to the Company Board with respect thereto will not, by itself, constitute an Adverse Recommendation Change); and

(iv) prior to effecting such Adverse Recommendation Change or termination the Company and its Representatives, until 11:59 P.M. (Eastern time) on the last day of the Notice Period, shall have negotiated with Parent and its Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments to the terms and conditions of this Agreement so that such Superior Proposal would cease to constitute a Superior

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Proposal; it being understood that (x) in the event of any material revision, amendment, update or supplement to such Acquisition Proposal, the Company will be required to deliver a new written notice to Parent and to comply with the requirements of Section 6.02(e)(iii) and (iv) with respect to such new written notice (with the “Notice Period” in respect of such new written notice being three (3) Business Days from the delivery of such written notice to Parent) and (y) at the end of the Notice Period, the Company Board (acting upon the recommendation of the Special Committee) must have in good faith (after consultation with its outside financial and outside legal advisors and taking into account Parent’s proposed revisions to the terms and conditions of this Agreement) reaffirmed its determination described in Section 6.02(e)(i) and Section 6.02(e)(ii).

(f) Permissible Adverse Recommendation Change in Connection with an Intervening Event. Notwithstanding anything to the contrary contained in this Agreement, at any time prior to obtaining the Required Company Stockholder Approval, other than in connection with a bona fide written Acquisition Proposal, the Special Committee and the Company Board, acting upon the recommendation of the Special Committee, may effect an Adverse Recommendation Change in response to an Intervening Event, if and only if:

(i) the Company Board (acting upon the recommendation of the Special Committee) has determined in good faith (after consultation with its outside financial and outside legal advisors), that the failure to effect an Adverse Recommendation Change would be inconsistent with its fiduciary duties under Applicable Law;

(ii) the Company has provided, at least three (3) Business Days (the “Intervening Event Notice Period”) prior written notice (a “Notice of Intervening Event”) to Parent that the Company intends to take such action (it being understood that such delivery of a Notice of Intervening Event and any amendment or update thereto (in each case, privately to Parent) and the determination to so deliver such notice, amendment or update will not, by itself, constitute an Adverse Recommendation Change), which notice shall include reasonably detailed information describing the Intervening Event and the basis for effecting such Adverse Recommendation Change; and

(iii) prior to effecting such Adverse Recommendation Change, the Company and its Representatives, until 11:59 P.M. (Eastern time) on the last day of the Intervening Event Notice Period, shall have (A) negotiated with Parent and its Representatives in good faith (to the extent Parent desires to negotiate) to make such adjustments to the terms and conditions of this Agreement, in response to such Intervening Event so that the Company Board (acting upon the recommendation of the Special Committee and after consultation with its outside financial and outside legal advisors and taking into account Parent’s proposed revisions to the terms and conditions of this Agreement) no longer determines in good faith that the failure to effect an Adverse Recommendation Change would be inconsistent with its fiduciary duties under Applicable Law; and (B) following such Intervening Event Notice Period, the Company Board (acting upon the recommendation of the Special Committee and after consultation with its outside financial and outside legal advisors and taking into account Parent’s proposed revisions to the terms and conditions of this Agreement) has determined that the failure of the Company Board to effect an

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Adverse Recommendation Change would be inconsistent with its fiduciary duties under Applicable Law; it being understood that each time that material modifications or developments with respect to the Intervening Event occur (as reasonably determined by the Special Committee in good faith), the Company will be required to deliver a new written notice to Parent and to comply with the requirements of Section 6.02(f)(ii) with respect to such new written notice (with the “Intervening Event Notice Period” in respect of such new written notice being two (2) Business Days from the delivery of such written notice to Parent).

The Company shall ensure that any withdrawal or modification of the Company Board Recommendation that is not accompanied by a termination of this Agreement: (x) does not alter the Company’s obligation to call, give notice of and hold the Company Stockholder Meeting in accordance with Section 6.04(a); and (y) does not have the effect of causing any corporate takeover statute or other similar statute (including any “moratorium”, “control share acquisition”, “business combination” or “fair price” statute) of the State of Delaware or any other state to be applicable to this Agreement, any of the Support Agreements, the Rollover Agreement, the Mergers or any of the other Transactions.

(g) Notice to Parent of Acquisition Proposals. From and after the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article VIII, (i) as promptly as reasonably practicable (and in any event within forty-eight (48) hours from the receipt thereof) after receipt of any Acquisition Proposal or any request for non-public information or inquiry (including seeking to initiate or continue any discussion or negotiation) that could reasonably be expected to lead to an Acquisition Proposal, the Company shall provide Parent with written notice, which notice must include (A) the identity of the Person or Group making such proposal, request or inquiry (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement); (B) the material terms and conditions of such Acquisition Proposal, request or inquiry, and if in writing, an unredacted copy thereof (and, where no copy is available, a reasonably detailed written description thereof); and (C) copies of any material agreements, documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or such disclosure is prohibited, a reasonably detailed written description thereof), and (ii) thereafter, the Company shall keep Parent reasonably informed, on a prompt basis (and in any event through notifying Parent in writing within forty-eight (48) hours of any material development with regard to or material amendment of such proposal, request or inquiry), of the status and terms of any such proposal (including any amendments thereto) and the status of any such discussions or negotiations, including providing unredacted copies of any new or amended material agreements, documents or other written materials submitted in connection therewith (unless such disclosure is prohibited pursuant to the terms of any confidentiality agreement with such Person or Group that is in effect on the date of this Agreement, and, where no copies are available or disclosure is prohibited, a reasonably detailed written description thereof). From and after the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is terminated in accordance with Article VIII, the Company will promptly (and in any event within forty-eight (48) hours) make available to Parent any non-public information concerning any Acquired Company that is provided to any such Person or Group or its Representatives that was not previously made available to Parent or its Representatives.

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(h) Permitted Disclosures by the Company. Nothing contained in this Agreement shall prohibit the Company, the Company Board or the Special Committee, directly or indirectly through its Representatives, from (i) taking and disclosing to the Company Stockholders a position with respect to a tender or exchange offer by a Third Party pursuant to Rule 14d-9 or Rule 14e-2 promulgated under the Exchange Act, (ii) making any “stop, look and listen” communication to the Company Stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or a factually accurate public statement by the Company that describes the Company’s receipt of an Acquisition Proposal and the operation of this Agreement with respect thereto, or (iii) any other communication to the Company Stockholders if (in the case of this clause (iii)) the Special Committee has determined in good faith, after consultation with its outside financial and outside legal advisors, that such communication is required under Applicable Law; it being understood that (A) any such communication or disclosure made by the Company, the Company Board or the Special Committee must be subject to the terms and conditions of this Agreement and shall not limit or otherwise adversely affect the obligations of the Company, the Company Board or the Special Committee and the rights of Parent under this Section 6.02 and (B) nothing in the foregoing shall be deemed to permit the Company, the Company Board or the Special Committee to effect an Adverse Recommendation Change other than in accordance with Section 6.02(e); provided that, for the avoidance of doubt, the permitted disclosures pursuant to clause (i) and clause (ii) of the foregoing shall not be deemed to constitute an Adverse Recommendation Change.

(i) Breach of Non-Solicitation Obligations by Representatives of the Company. The Company acknowledges and agrees that any action that if taken by the Company would constitute a breach of any provision set forth in this Section 6.02 is taken by any Representative of any of the Acquired Companies, whether or not such Representative is purporting to act on behalf of any of the Acquired Companies (but provided that, with respect to Representatives of the Acquired Companies who are attorneys, accountants, consultants and financial advisors, such Person has been engaged by the Acquired Companies in connection with the Transactions or are otherwise acting on behalf of the Acquired Companies), shall be deemed to constitute a breach of such provision by the Company.

Section 6.03 Governmental Consents and Filings.

(a) During the period from the date hereof and continuing through the earlier of the Closing Date or the termination of this Agreement pursuant to Article VIII, upon the terms and subject to the conditions of this Agreement and subject to Applicable Law, the parties shall use their respective reasonable best efforts to take, or cause to be taken, all appropriate action and do, or cause to be done, all things necessary, proper or advisable under Applicable Law, including Antitrust Law and any Required Irish FDI Filing, or otherwise to consummate and make effective the Transactions as promptly as practicable (and in any event before the End Date) and to cooperate with the other parties in connection with the foregoing, including using reasonable best efforts to obtain all consents, licenses, permits, waivers, approvals, authorizations or orders that are required to be obtained by the parties or any of their respective Affiliates in connection with the consummation of the Transactions from any Governmental Authorities (including the FCA Approval and any Required Irish FDI Filing) (including those consents and approvals set forth in Section 6.03(a) of the Company Disclosure Letter) or other

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third parties, and to effect as promptly as practicable all necessary registrations, filings and responses to requests for additional information or documentary material from any Governmental Authorities, if any, in each case subject to the other provisions of this Section 6.03, or to avoid any Proceeding (including those in connection with the Antitrust Laws) in connection with the authorization, execution and delivery of this Agreement and the consummation of the Transactions. Without limitation of the foregoing, the parties shall, and shall cause their respective controlled Affiliates to, cooperate with each other and use their reasonable best efforts to as promptly as practicable and in no event later than twenty (20) Business Days after the date hereof prepare and file, or cause to be prepared and filed (including by causing a party’s relevant controlled Affiliates by which a filing is required to be made to a Governmental Authority to make such filing), all necessary documentation to effect all applications, notices, petitions and filings with, and to obtain as promptly as practicable after the date hereof all permits, consents, approvals, waivers and authorizations of, all Governmental Authorities that are necessary or advisable to timely consummate the Transactions, including, for the avoidance of doubt, the filings and applications related to (i) the FCA Approval, (ii) the clearances, approvals and consents set forth in Section 7.01(b) of the Company Disclosure Letter, and (iii) any Required Irish FDI Filing, except, as it pertains to any Required Irish FDI Filing, such filing shall be prepared and filed no later than fifteen (15) Business Days after the date upon which Parent communicates to the Company that Parent has reasonably determined that such filing is required. Each Party (the “Reviewing Party”) or its outside counsel shall have the right to review in advance, and the other party (the “Filing Party”) shall consult with the Reviewing Party or its outside counsel on, all the information relating to the Reviewing Party and its Affiliates that appears in any filing or written materials submitted by the Filing Party to any Governmental Authority in connection with the Transactions and shall furnish to the other parties all information required for any such filings or written materials; provided, however, that (i) copies of the filings made under the HSR Act need not be shared, and (ii) that the parties may, as each deems reasonably necessary, designate any competitively sensitive material provided to the other party under this Section 6.03(a) as “outside counsel only” and materials provided to the other party or its outside counsel may be redacted to remove references concerning the valuation of the Acquired Companies. The parties agree that they shall keep the other parties apprised in a timely manner of the status of matters relating to completion of the Transactions.

(b) As promptly as reasonably practicable, and in any event within ten (10) Business Days after the date hereof, the parties shall make all necessary filings, and thereafter make an appropriate response to any requests for submission of additional documents and information, with respect to this Agreement required under the HSR Act. Without limiting the generality of anything contained in this Section 6.03, each party hereto shall: (i) give the other parties prompt notice of the making or commencement of any Proceeding with respect to the Transactions; (ii) keep the other parties informed as to the status of any such Proceeding; (iii) provide the other parties with (A) advance copies of all material correspondence, filings or communications (or memoranda setting forth the substance thereof) from such party or any of its controlled Affiliates to any Governmental Authority in connection with the Transactions and (B) all material correspondence, filings or communications (or memoranda setting forth the substance thereof) from any

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Governmental Authority in connection with the Transactions as promptly as practicable following its receipt thereof; (iv) respond as promptly as practicable to any additional requests for information received from any Antitrust Authority or any other Governmental Authority with respect to the Transactions or filings contemplated by Section 6.03(a); (v) not agree to participate in any substantive meeting or communication with any Governmental Authority in respect of any filing or any investigation or inquiry related to the Transactions unless it consults with the other parties in advance and provides the other party the opportunity to attend and participate thereat; and (vi) use reasonable best efforts to (A) obtain termination or expiration of the waiting period (including any extensions thereof) under the HSR Act and such other approvals, consents and clearances as may be necessary, proper or advisable under any Applicable Laws, including any other applicable Antitrust Laws and (B) prevent the entry in any Proceeding brought by a Governmental Authority or any other Person of any Governmental Order which would prohibit, make unlawful or delay the consummation of the Transactions (provided that any such reasonable best efforts shall be subject to Section 6.03(d)). Each party shall consult and cooperate with the other parties and shall consider in good faith the views of the other parties in connection with any filing, analysis, appearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with the Transactions, and except as may be prohibited by any Governmental Authority or by Applicable Law, in connection with any such Proceeding, each party shall invite Representatives of the other parties to be present at each meeting or conference relating to such Proceeding and to have access to and be consulted in connection with any document, opinion or proposal made or submitted to any Governmental Authority in connection with such Proceeding; provided that the parties agree that Parent shall control the strategy and process, in consultation with the Company, in connection with any filings and notifications under Antitrust Laws or other Applicable Laws. Parent shall pay all filing fees in connection with any filings and notifications under Antitrust Laws.

(c) Without limitation to Section 6.03(a), the condition relating to the FCA in the UK (the “FCA Approval”) shall be satisfied by the first to occur of the following:

(i) the delivery to any party by the FCA of notice in writing in accordance with section 189(4)(a) of FSMA that it has determined to grant approval unconditionally to Parent and each other person required to give notice under s178 of FSMA in connection with the acquisition (as defined in s191G FSMA) of control of the UK-Regulated Entities in accordance with this Agreement (each an “Additional Notice Giver”);

(ii) if the FCA has given notice in writing in accordance with section 189(4)(b)(i) of FSMA that it has determined to approve the acquisition subject to fulfilment of certain conditions:

(A) where such conditions are capable of being satisfied by the parties without final recourse to the FCA, upon the fulfilment of those conditions (as may be varied or cancelled) to the satisfaction of the FCA or the parties (acting reasonably);

(B) where such conditions are ongoing in nature, upon the FCA or the parties having agreed in writing that, in their reasonable opinion, such conditions (as may be varied or cancelled) will continue to be fulfilled; or

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(C) where such conditions are stated in the written notice to require the FCA’s confirmation of being satisfied, upon receipt by either party of confirmation from the FCA that the conditions (as may be varied or cancelled) have been satisfied; or

(iii) the assessment period (as defined in section 189(1) of FSMA) having elapsed without the FCA having given, in relation to each of the UK-Regulated Entities, notice under section 189(4)(a) of FSMA or a notification under section 189(4)(b) of FSMA or a notification under section 189(6)(b) of FSMA that the application for consent is incomplete, so that the FCA may be treated under section 189(6) of FSMA as having approved the acquisition of control by Parent and any Additional Notice Giver of the UK-Regulated Entities.

(d) In connection with obtaining any approval or consent related to any Applicable Law, the parties shall (and shall cause their respective controlled Affiliates to) (i) cooperate in good faith with the Governmental Authorities and (ii) shall undertake (and cause their respective controlled Affiliates to undertake) promptly any and all action to complete lawfully the Transactions as soon as practicable (but in any event prior to the End Date) and any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of any Proceeding in any forum by or on behalf of any Governmental Authority or the issuance of any Governmental Order that would (or to obtain the agreement or consent of any Governmental Authority to the Transactions the absence of which would) delay, enjoin, prevent, restrain or otherwise prohibit the consummation of the Public Merger or the LP Mergers, including (A) to promptly resolve any objections that may be asserted by any Governmental Authority and (B) to satisfy any reasonable conditions or requirements imposed on it by any Governmental Authority in connection with the consummation of the Transactions, including under the HSR Act and any other Antitrust Laws; provided that, notwithstanding anything to the contrary set forth in this Agreement, nothing in this Agreement shall be interpreted to require (1) Parent or any of its Affiliates to divest or hold separate, or agree to divest or hold separate, any of its or the Acquired Companies’ assets, businesses or operations, or to agree to any injunction, order or other restriction on, or to take any other action with respect to, its or the Acquired Companies’ assets, businesses or operations (collectively, each a “Remedial Action”), or to defend any litigation, in order to secure any Governmental Authority’s approval, clearance or non-action with respect to the consummation of the Transactions, unless such Remedial Action is conditioned upon the Closing and the taking of such Remedial Action would not reasonably be expected to result, individually or in the aggregate, in a material and adverse effect on the Acquired Companies, taken as a whole, or on Parent and its Affiliates, taken as a whole or (2) Parent, the Company or any of their respective Subsidiaries to pay any fee or settlement amount in connection with preventing the entry of any Governmental Order (excluding, for the avoidance of doubt, the payment of any filing fees required to be paid in connection with seeking such Governmental Approval or any payments to Representatives of for services rendered in connection therewith).

(e) This Section 6.03 shall not apply to the obtaining of Client Consents, which shall be governed exclusively by Section 6.12.

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Section 6.04 Proxy Statement.

(a) As promptly as reasonably practicable following the date of this Agreement (but in any event no earlier than thirty (30) days after the date of this Agreement), the Company shall prepare and file with the SEC a proxy statement in preliminary form, as required by the Exchange Act, relating to the Company Stockholder Meeting (together with any amendments or supplements thereto, the “Proxy Statement”). Unless an Adverse Recommendation Change has been made in accordance with Section 6.02, the Company shall include the Special Committee Recommendation and the Company Board Recommendation in any iteration of the Proxy Statement filed in preliminary or definitive form. Parent shall, as promptly as reasonably practicable, furnish to the Company all information concerning Parent and the Merger Subs required by the Exchange Act to be set forth in the Proxy Statement upon request by the Company, and will, upon request of the Company, confirm and/or supplement the information relating to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III supplied by it for inclusion in the Proxy Statement. The Company shall promptly notify Parent upon the receipt of any comments from the SEC (or the staff of the SEC) or any request from the SEC (or the staff of the SEC) for amendments or supplements to the Proxy Statement and shall provide Parent with copies of all correspondence between the Company and its Representatives, on the one hand, and the SEC (or the staff of the SEC), on the other hand. If the Company receives comments from the SEC (or the staff of the SEC) on the preliminary Proxy Statement, (i) each of the parties shall use their reasonable best efforts to respond as promptly as reasonably practicable to any comments or any request from the SEC (or the staff of the SEC) with respect to the Proxy Statement, (ii) each of the Company and Parent shall use its reasonable best efforts to have the SEC advise the Company as promptly as reasonably practicable that the SEC has no further comments on the Proxy Statements and (iii) the Company shall file the Proxy Statement in definitive form with the SEC and cause the definitive Proxy Statement to be mailed to the Company Stockholders as of the record date for notice established for the Company Stockholder Meeting as promptly as reasonably practicable after the date of this Agreement, and in no event more than five (5) Business Days after the date on which the SEC confirms that it will not review, or that it has no further comments on the Proxy Statement, which confirmation shall be deemed to have occurred if the SEC has not affirmatively notified the Company by 11:59 P.M. (Eastern time) on the tenth (10th) calendar day following such filing with the SEC that the SEC will or will not be reviewing the Proxy Statement. No filing of, or amendment or supplement to, the Proxy Statement or any response to any comment from the SEC with respect thereto shall be made by the Company without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon. In accordance with the Company’s organizational documents, the Company through the Company Board shall use its reasonable best efforts to, as promptly as reasonably practicable (but subject to the last sentence of this Section 6.04(a) and the timing contemplated in this Section 6.04(a)), (x) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the adoption of this Agreement (including any adjournment or postponement thereof, the “Company Stockholder Meeting”) and (y) mail to the holders of Company Common Stock as of the record date for notice established for the Company Stockholder Meeting a Proxy Statement. The Company shall use its reasonable best efforts to duly call, convene and hold the Company Stockholder Meeting as promptly as reasonably practicable (and in any event within thirty five (35) days following the date of first mailing of the Proxy Statement to the Company Stockholders); provided, however, that the Company (acting upon the recommendation of the Special Committee) may postpone, recess or adjourn the Company Stockholder Meeting: (i) with the written consent

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of Parent (which shall not be unreasonably withheld, conditioned or delayed), (ii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock represented (either in person or by proxy) to constitute a quorum necessary to conduct business at such Company Stockholder Meeting, (iii) if as of the time for which the Company Stockholder Meeting is scheduled, there are insufficient shares of Company Common Stock with respect to which proxies have been submitted to vote in favor of the adoption of this Agreement to obtain the Required Company Stockholder Approval or (iv) if reasonable additional time is necessary for the filing and distribution of any supplemental or amended disclosure which the Special Committee or the Company Board, acting upon direction from the Special Committee, has determined in good faith (after consultation with its outside legal counsel) is necessary under Applicable Laws for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, that, in the case of clauses (ii), (iii) and (iv), without the written consent of Parent, in no event shall the Company Stockholder Meeting be held on a date later than the earlier of (x) thirty (30) days after the date for which the Company Stockholder Meeting was originally scheduled (in the case of clause (iv) excluding any postponements or adjournments required by applicable Law) and (y) three (3) Business Days before the End Date. Unless the Special Committee or the Company Board, acting upon direction from the Special Committee, shall have effected an Adverse Recommendation Change pursuant to Section 6.02(e), the Company shall use its reasonable best efforts to solicit proxies from the Company Stockholders and obtain the Required Company Stockholder Approval. Notwithstanding anything to the contrary contained in this Agreement, the Company shall not be required to hold the Company Stockholder Meeting if this Agreement has been terminated in accordance with Article VIII. Without the prior written consent of Parent or as otherwise required by applicable Law, the Company shall not hold or convene its 2024 annual meeting of stockholders or any other meeting of stockholders other than the Company Stockholder Meeting.

(b) If the Company determines that it is required to file any document other than the Proxy Statement with the SEC in connection with the Mergers or other Transactions pursuant to Applicable Law (such document, as amended or supplemented, an “Other Required Company Filing”), then the Company shall use its reasonable best efforts to promptly prepare and file such Other Required Company Filing to comply in all material respects with the applicable requirements of the Exchange Act and other Applicable Law. Except in connection with an Adverse Recommendation Change or thereafter, the Company shall not file any Other Required Company Filing with the SEC without the written approval of Parent (which shall not be unreasonably withheld, conditioned or delayed), and the Company shall provide Parent and its counsel a reasonable opportunity to review and comment thereon, and the Company shall give good faith consideration to all reasonable additions, deletions or changes suggested by Parent or its counsel.

(c) If at any time prior to the Effective Time any event, circumstance or information relating to the Company or Parent or any of the Company’s or Parent’s Subsidiaries, or their respective officers or directors, should be discovered by the Company or Parent, respectively, which, pursuant to the Exchange Act, should be set forth in an amendment or a supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, subject to Section 6.04(b), an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Applicable Law, disseminated to the Company Stockholders. Each party agrees to correct any information provided by it for use in the Proxy Statement which shall have become false or misleading.

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Section 6.05 Access to Information. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, the Company shall, and shall cause its Subsidiaries to, afford to Parent and its Representatives reasonable access, during normal business hours, in such manner as to not unreasonably interfere with the normal operation of the Acquired Companies, to their respective personnel, properties, Contracts, books and records, and shall furnish such Representatives with existing financial and operating data and other information concerning the affairs of the Acquired Companies as such Representatives may reasonably request in writing, in each case, for the purpose of consummating the Transactions contemplated hereby and integration planning related thereto; provided that such review shall only be upon reasonable written notice and shall be at Parent’s sole cost and expense; provided, further, that the Company will be permitted to redact any information or documentation provided to Parent or its Representatives to the extent that such information or documentation includes competitively sensitive information. Nothing herein shall require the Acquired Companies to disclose any information to Parent or its Representatives if such disclosure (i) would violate Applicable Law or any of its material obligations with respect to any material provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which any Acquired Company is a party or (ii) jeopardize any attorney-client or work-product privilege; provided that, to the extent possible, the parties shall cooperate in good faith to permit disclosure of such information in a manner that preserves such compliance with Applicable Law, such compliance with provisions of any such Contract or such privilege. All information obtained by Parent, the Merger Subs and their respective Representatives shall be subject to the Company Confidentiality Agreement. No investigation or access permitted pursuant to this Section 6.05 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Parent will use its reasonable best efforts to minimize any disruption to the respective business of the Acquired Companies that may result from requests for access under this Section 6.05 and, notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under Applicable Law as a result of COVID-19 or any COVID-19 Measures.

Section 6.06 Confidentiality; Public Announcements. Except as otherwise contemplated by Section 6.02(h) (and, for the avoidance of doubt, nothing herein shall limit the rights of the Company, the Company Board or the Special Committee under Section 6.02), the parties shall consult with each other before issuing any press release or public announcement with respect to this Agreement or the Transactions, including by providing each other with the opportunity to review and comment upon such press release or public announcement prior to its issuance, and none of the parties or their controlled Affiliates shall issue any such press release or public announcement prior to obtaining the other parties’ written consent (which consent shall not be unreasonably withheld or delayed), except that, after having consulted with the other parties in accordance with this Section 6.06, no such consent shall be necessary to the extent disclosure may be required by Applicable Law. The press release announcing the execution of this Agreement shall be issued only in such form as shall be mutually agreed upon by the Company and Parent. Each of Company and Parent may, without the consent of the other party, communicate to its directors, officers, employees, customers, suppliers and consultants so long as such communication is not inconsistent with previous statements made jointly by the Company and

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Parent (or made by one party hereto in accordance with this Section 6.06) after having consulted with the other parties in accordance with this Section 6.06 or is consistent with a communications plan previously agreed to by Parent and the Company in which case such communications may be made consistent with such plan. Notwithstanding anything to the contrary set forth therein or herein, the Company Confidentiality Agreement shall continue in full force and effect until the Closing. Nothing in this Section 6.06 shall limit the ability of any party hereto to make additional disclosures that are consistent in all but de minimis respects with the prior public disclosures regarding the transactions contemplated by this Agreement.

Section 6.07 Indemnification of Officers and Directors.

(a) From and after the Effective Time, (i) Parent agrees that it shall cause each of the Surviving Corporation and Surviving Limited Partnerships to, (ii) the Company, as the Surviving Corporation, agrees that it shall and shall cause each Surviving Limited Partnership to and (iii) each Operating Partnership as a Surviving Limited Partnership agrees that it shall, in each case of the foregoing clauses (i), (ii) and (iii) (as applicable), indemnify and hold harmless each present and former director and officer of the Acquired Companies (in their capacity as such) (the “Company Indemnified Parties”) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any threatened, pending or completed Proceeding, whether civil, criminal, administrative or investigative, arising out of, related to or by reason of the fact that he or she is or was a director or officer of any Acquired Company and arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law. Parent also agrees to cause each of the Acquired Companies to, and each Acquired Company also agrees that it shall and shall cause each other Acquired Company to, promptly advance expenses as incurred by each present and former director and officer of the Acquired Companies (in their capacity as such) to the fullest extent permitted by the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in effect as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and subject to Applicable Law; provided that any such present or former director and officer to whom expenses are advanced provides an undertaking to repay such advance if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such person is not entitled to indemnification under Law. Without limiting the foregoing, Parent shall cause the Acquired Companies (A) to maintain for a period of not less than six (6) years from the Effective Time provisions in their respective certificates of incorporation, bylaws, certificates of limited partnership, limited partnership agreements and other organizational documents concerning the indemnification and exculpation of (and provisions relating to expense advancement to) the Persons who were directors or officers of any Acquired Company at any time prior to the Closing that are no less favorable to those Persons than the certificates of incorporation, bylaws, indemnification agreements and other organizational documents of the Acquired Companies, as applicable, in each case, as of the date of this Agreement (and made available to Parent prior to the date of this Agreement) and (B) not to amend, repeal or otherwise modify such provisions in any respect that would materially adversely affect the rights of those Persons thereunder, in each case, except as required by Applicable Law.

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(b) For a period of six (6) years from the Effective Time, Parent shall cause the Surviving Corporation and Surviving Limited Partnerships to, the Surviving Corporation shall and shall cause the Surviving Limited Partnerships to and the Surviving Limited Partnerships shall, in each case, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Acquired Companies’ directors’ and officers’ liability insurance policies in effect as of the date hereof on terms not less favorable than the terms of such current insurance coverage; provided, however, that, in lieu of the foregoing, the Company may and (if the Company does not) Parent, the Surviving Corporation and the Surviving Limited Partnerships may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining at or prior to the Closing Date a prepaid, non-cancelable six (6)-year “tail” insurance policy(ies) (containing terms not less favorable than the terms of such current insurance coverage) with respect to matters existing or occurring at or prior to the Effective Time; provided, further, that the aggregate annual premium (or the aggregate premium, if a 6-year “tail” insurance policy(ies) is procured) shall not exceed three hundred percent (300%) of the aggregate annual premium paid in 2022 by the Company or any other Acquired Company, as applicable, for such insurance (the “Premium Cap”), and if the premium for such insurance would at any time exceed the Premium Cap, then the Parent, the Company, the Surviving Corporation or any of the Surviving Limited Partnerships (as the case may be) may cause to be maintained policies of insurance that, in the Parent’s, the Company’s, the Surviving Corporation’s or any of the Surviving Limited Partnerships’ (as the case may be) good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. Prior to the Closing, the Company shall reasonably cooperate with Parent with respect to the insurance requirements set forth in this Section 6.07.

(c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.07 shall survive the consummation of the Public Merger and the LP Mergers and shall be binding, jointly and severally, on all successors and assigns of Parent, the Surviving Corporation and the Surviving Limited Partnerships. In the event that Parent, the Surviving Corporation or the Surviving Limited Partnerships or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person or consummates any division transaction or conversion, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent, the Surviving Corporation or the Surviving Limited Partnerships, as the case may be, shall succeed to the obligations set forth in this Section 6.07.

(d) Parent shall cause the Acquired Companies to honor each of the covenants in this Section 6.07.

Section 6.08 Section 16 Matters. Prior to the Effective Time, the Company shall take such actions as are required to cause the disposition of Company Common Stock, Company Stock Awards or other securities (in each case, including derivative securities with respect to Company Common Stock) in connection with the Transactions by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company (including any director designated by any such Person and including any Person to the extent deemed a director by deputization) to be exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act.

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Section 6.09 Stockholder Litigation.

(a) The Company shall keep Parent reasonably informed on a current basis regarding any Stockholder Litigation, whether commenced prior to or after the execution and delivery of this Agreement.

(b) The Company shall give Parent the opportunity to participate in (subject to a customary joint defense agreement) the defense, settlement or prosecution of any Stockholder Litigation and consider in good faith Parent’s advice with respect to any Stockholder Litigation. The Company shall not compromise, settle or come to a binding arrangement regarding, or agree to compromise, settle or come to a binding arrangement regarding, any Stockholder Litigation unless Parent has consented thereto in writing. For purposes of this Section 6.09, “participate” means that Parent shall be reasonably kept apprised of proposed strategy and other significant decisions with respect to the Stockholder Litigation by the Company (to the extent that the attorney-client privilege between the Company and its counsel is not undermined or otherwise affected), and Parent may offer comments or suggestions with respect to such Stockholder Litigation, which the Company and its counsel shall reasonably consider in good faith.

Section 6.10 Employee Matters.

(a) Subject to Section 6.05 of this Agreement, to the extent permitted by Applicable Law, the Company shall, and shall cause its Subsidiaries to, afford to Parent and Parent’s Subsidiaries reasonable access to their respective personnel for purposes of evaluating and discussing potential post-Closing compensation arrangements with the Continuing Employees.

(b) With respect to benefit plans (excluding any equity or equity-based, nonqualified deferred compensation, retention, change in control, defined benefit pension and post-employment or retiree welfare benefits or compensation) maintained by Parent or any of Parent’s applicable Subsidiaries, including the Surviving Corporation (including any vacation, paid time-off and severance plans) following the Effective Time, for purposes of determining eligibility to participate, level of vacation or severance benefits and vesting, each Continuing Employee’s service with any Acquired Company, as reflected in the Company’s records, shall be treated as service with Parent or any Subsidiaries of Parent, including the Surviving Corporation to the same extent and for the same purpose as such Continuing Employee was credited with such service prior to the Effective Time under the corresponding Company Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits.

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(c) Parent shall, or shall cause Parent’s applicable Subsidiaries (including the Surviving Corporation) to, use reasonable best efforts to waive, or cause to be waived, any pre-existing condition limitations, exclusions, evidence of insurability, actively-at-work requirements and waiting periods under any group health benefit plan maintained by Parent or any of Parent’s Subsidiaries in which Continuing Employees (and their eligible dependents) will be eligible to participate from and after the Effective Time, except to the extent that such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods were not satisfied or waived under the corresponding Company Benefit Plan in which such Continuing Employee participated immediately prior to the Effective Time. Parent shall, or shall cause Parent’s applicable Subsidiaries, including the Surviving Corporation, to use reasonable best efforts to recognize, or cause to be recognized, in the plan year in which the Closing occurs, the dollar amount of all co-payments, deductibles and similar expenses incurred and paid by each Continuing Employee (and his or her eligible dependents) and credited under the Company Benefit Plan that is a group health plan during the calendar year in which the Effective Time occurs for purposes of satisfying such year’s deductible and co-payment limitations under the corresponding group health benefit plan of Parent or any of Parent’s Subsidiaries in which such Continuing Employee (and dependents) participates from and after the Effective Time.

(d) The provisions of this Section 6.10 are solely for the benefit of the parties to this Agreement, and no Continuing Employee (including any beneficiary or dependent thereof) or other Person shall be regarded for any purpose as a third-party beneficiary of this Agreement, and no provision of this Section 6.10 shall create such rights in any such Persons. Nothing herein shall (i) guarantee employment for any period of time or preclude the ability of Parent, the Surviving Corporation or any of their respective Affiliates, as applicable, to terminate the employment of any Continuing Employee at any time and for any reason; (ii) require Parent, the Surviving Corporation or any of their respective Affiliates, as applicable, to continue any Company Benefit Plans, or other benefit or compensation plans, policies, programs, agreements, or arrangements or prevent the establishment, amendment, modification or termination thereof after the Effective Time; or (iii) establish, modify, terminate or amend any Company Benefit Plans or other benefit or compensation plans, policies, programs, agreements or arrangements.

(e) Except as otherwise agreed in writing, prior to the Effective Time, upon Parent’s request, the Company shall use reasonable best efforts to cause any director or officer of the Company, and any director or officer of a Subsidiary of the Company, in each case as and to the extent requested by Parent, to execute and deliver a letter effectuating his or her resignations as a director, member of a committee or officer of such entity effective as of the Effective Time.

(f) Prior to the Effective Time, Parent may negotiate and enter into employment and compensation arrangements with the executive officers or other employees of the Acquired Companies, which arrangements shall (i) be subject to and will become effective following the Effective Time and (ii) at Parent’s election, provide for assignment to an applicable Acquired Company at the Effective Time.

(g) Promptly following the date hereof, Parent shall establish (a) a retention plan to be effective as of Closing on terms and conditions no less favorable in any material respect from the perspective of the current employees and service providers of the Company and its Subsidiaries (the “Current Employees”) than as set forth on Schedule 6.10(g)(i) (the “Retention Program”) and (ii) a long-term incentive plan to be effective as of Closing on terms and conditions no less favorable in any material respect from the perspective of the Current Employees than as set forth on Schedule 6.10(g)(ii) (the “LTIP”).

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Section 6.11 Third Party Consents. Except as otherwise provided in this Agreement, in no event shall Parent, the Company or any of their respective Subsidiaries be obligated to bear any expense or pay any fee (other than payments to Representatives of any of the Acquired Companies or Parent, as applicable, or any of their respective Affiliates for services rendered in connection with the Transactions) or grant any concession in value in connection with obtaining any consents, authorizations or approvals required in order to consummate the Transactions pursuant to the terms of any Contract or any Company License to which the Company or any of its Subsidiaries is a party.

Section 6.12 Client Consents.

(a) The Company shall, and shall cause its Subsidiaries to, use its reasonable best efforts to obtain, as promptly as reasonably practicable following the date of this Agreement, the Client Consents pursuant to the procedures set forth on Exhibit C.

(b) In connection with obtaining the Client Consents, at all times prior to the Effective Time, the Company shall take reasonable steps to keep Parent promptly informed of the status of obtaining such Client Consents (including the receipt of written notice from any investor in any Client that such investor is not providing its consent to the consummation of the transactions contemplated by this Agreement) and, upon Parent’s reasonable request, make available to Parent copies of any executed Client Consents and any related materials. Without limiting the foregoing, Parent shall have the right to review, and comment on, in advance of distribution any

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documentation to be distributed by any Acquired Company to any Client (or investors therein) pursuant to which the Company is requesting a Client Consent or otherwise in connection with the Transactions (in each case, other than materials that are substantially similar to materials already provided to Parent) and the Company shall consider all such comments of Parent in good faith prior to distribution (and the Company agrees that the documentation to be delivered to the Clients set forth on Section 6.12(b) of the Company Disclosure Letter (or any investors therein) shall address the matters described in Section 6.12(b) of the Company Disclosure Letter). From the date hereof until the Closing, the Company shall provide written notice to Parent as promptly as possible (and in any event no later than the third (3rd) Business Day following the receipt by the Company or any of its Subsidiaries of such notification) of any notification to the Company or any of its Subsidiaries (x) that any Client has determined not to provide any Client Consent or (y) of any new request for redemption or withdrawal in respect of any Mandate or any other termination of an Investment Advisory Arrangement.

(c) Without the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), no Acquired Company shall (i) amend any Mandate, Investment Advisory Arrangement or Fund Documentation in a manner that would, in each such case, adversely affect the economic value of such Client relationship or otherwise materially modify any term, (ii) reduce or offer or promise to reduce any fee payable by any Client, investor or Mandate thereof or cap, reduce, waive, reimburse or otherwise modify the fees payable by (or in respect of) any Client, investor or Mandate thereof or (iii) make any payment to, or grant any other economic concession (including any obligation of the Company, any Subsidiary of the Company or Parent or any of their respective affiliates to make any payment or assume or incur any other obligation or liability) to, any Client or investor, in each case of the foregoing clauses (i) – (iii), to the extent such action would have a non-de minimis and adverse effect on the economic value of such Client or investor relationship during the period following the Closing.

(d) For any New Mandate, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to ensure that such New Mandate will not by its terms terminate (or give rise to a termination right) as a result of the consummation of the Transactions and shall use reasonable best efforts to obtain the written consent of the applicable Client to the Transactions, including the assignment of such New Mandate as a result of the consummation of the Transactions.

(e) Parent shall cooperate and use reasonable best efforts to assist the Company in all reasonable respects in connection with the seeking of the Client Consents (including by promptly providing any information reasonably requested by the Company in connection with the foregoing with respect to Parent or its Affiliates). Except as consented to by the Company in writing (which shall not be unreasonably withheld, conditioned or delayed), and except for any contact or communication initiated by any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client, Parent shall not, and Parent shall cause its officers, directors, employees and other agents and representatives not to, (x) communicate with any Client (or investors therein), any officer, director, managing member or general partner of any Client (or investors therein) or any advisory committee or similar body with respect to any Client in connection with the Transactions, including for the purpose of soliciting Client Consents or (y) propose any fee waiver, fee offset or other concessions to any Person listed in the foregoing clause

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(x) in connection with the solicitation of Client Consents. For the avoidance of doubt, nothing contained herein shall restrict any contact or communication by Parent or any of its Affiliates or any officer, director, employee or other agent or representative of any of them in the ordinary course of business and not in connection with the Transactions. Each of Parent and the Company shall not, and the Company and Parent shall cause their respective officers, directors, employees and other agents and representatives not to, request any Client (or investor therein), any officer, director, managing member or general partner of any Client (or investor therein) or any advisory committee or similar body with respect to any Client to withhold, withdraw or revoke a Client Consent.

Section 6.13 Notices of Certain Events.

(a) The Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, of (i) any notice or other communication received by such party from any Governmental Authority in connection with this Agreement or the Transactions or from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such party to obtain such consent could be material to the Company, the Surviving Corporation, the Surviving Limited Partnerships or Parent, and (ii) any Proceedings commenced or, to such party’s Knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to this Agreement or the Transactions.

(b) Following the date hereof and prior to the Effective Time:

(i) The Company shall give prompt notice to Parent upon becoming aware that any representation or warranty made by it in this Agreement has become untrue or inaccurate in any material respect, or of any failure by any Acquired Company to comply with or satisfy in any material respect any covenant, condition or agreement to be compiled with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions to the obligations of Parent and Merger Subs to consummate the Mergers set forth in Section 7.02(a) or Section 7.02(b) to fail to be satisfied at the Closing. No such notification shall affect or be deemed to modify any representation or warranty of the Company that is set forth in this Agreement or the conditions to the obligations of Parent and Merger Sub to consummate the Mergers or the remedies available to the parties hereto under this Agreement.

(ii) Parent shall give prompt notice to the Company upon becoming aware that any representation or warranty made by Parent or any Merger Sub in this Agreement has become untrue or inaccurate in any material respect, or of any failure by Parent or Merger Subs to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it pursuant to this Agreement, in each case if and only to the extent that such untruth, inaccuracy or failure would reasonably be expected to cause any of the conditions to the obligations of the Company to consummate the Mergers set forth in Section 7.03(a) and Section 7.03(b) to fail to be satisfied at the Closing. No such notification shall affect or be deemed to modify any representation or warranty of Parent or Merger Sub that is set forth in this Agreement or the conditions to the obligations of the Company to consummate the Mergers or the remedies available to the Parties under this Agreement.

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Section 6.14 Stock Exchange Delisting. The Surviving Corporation shall cause the Company’s securities to be de-listed from NYSE and de-registered under the Exchange Act as promptly as practicable following the Effective Time in compliance with Applicable Law, and prior to the Effective Time the Company shall cooperate with Parent and use its reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things reasonably necessary, proper or advisable on its part with respect thereto.

Section 6.15 The Merger Subs. Parent will take all actions necessary to cause each Merger Sub (a) to perform its obligations under this Agreement and to consummate the Public Merger and the LP Mergers, as the case may be, on the terms and subject to the conditions set forth in this Agreement, and (b) prior to the Effective Time and LP Mergers Effective Time, not to conduct any business, or incur or guarantee any Indebtedness or make any investments, other than as specifically contemplated by this Agreement.

Section 6.16 Conduct of Business by Parent Pending the Mergers. Parent and the Merger Subs covenant and agree that, between the date of this Agreement and the earliest of the Effective Time, the LP Mergers Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.01, Parent and the Merger Subs shall not, and shall not permit any of their Affiliates to, acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business of any Person or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, in each case, if such business materially competes with any material line of business of the Acquired Companies and the entering into of a definitive agreement relating to, or the consummation of, such acquisition, merger or consolidation, would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, any Governmental Permit or Governmental Order necessary to consummate the Transactions or the expiration or termination of any applicable waiting period, (ii) materially increase the risk of any Governmental Authority entering a Governmental Order prohibiting the consummation of Transactions or (iii) materially increase the risk of not being able to remove any such Governmental Order on appeal or otherwise, in each case, subject to the limitations on Parent’s and each Merger Sub’s obligations set forth in Section 6.03, and except for any acquisition (whether pending or consummated as of the date hereof) that has been publicly disclosed or disclosed to the Company prior to the date of this Agreement.

Section 6.17 Financing Cooperation.

(a) Prior to Closing, the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide (or cause its Subsidiaries to provide) such cooperation in connection with any debt, equity or equity-linked financing deemed necessary or appropriate by Parent, including, among other things, any debt or equity financing to be incurred or contemplated to be incurred in connection with the Transactions as reasonably requested by Parent (collectively, the “Financing”); provided that the Company shall in no event be required to provide (or cause its Subsidiaries to provide) such assistance that shall unreasonably interfere with its or its Subsidiaries’ business operations. Such assistance shall include using reasonable best efforts to do the following, each of which shall be promptly upon Parent’s written request with reasonable prior notice and at Parent’s sole cost and expense:

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(i) (A) furnish, or cause to be furnished to, Parent (x) the audited consolidated balance sheets, statements of cash flows and statements of operations of the Acquired Companies as of and for the most recently completed fiscal year ended at least 90 days prior to the Closing Date, (y) the unaudited consolidated balance sheets and related statements of income and cash flows of the Acquired Companies for each fiscal quarter (other than the fourth fiscal quarter) and related six-month period or nine-month period, as applicable, ended after the most recent fiscal year ended at least 45 days prior to the Closing Date and the comparable prior year three-month, six-month or nine-month period, as applicable and (z) any other financial data and other financial information regarding the Acquired Companies (1) that is reasonably requested by Parent in connection with Parent’s preparation of pro forma financial statements (giving effect to the Transactions and other appropriate matters), (2) that would be of the type and form that are customarily included in offerings or placements of securities or (3) that would otherwise be of the type, form and substance reasonably necessary for an investment bank to receive customary comfort from auditors (including “negative assurance” comfort and change period comfort), (B) inform Parent if the chief executive officer, chief financial officer, treasurer or controller of the Company has knowledge of any facts as a result of which a restatement of any of the Acquired Companies’ financial statements provided pursuant to clause (A) hereto, in order for such financial statements to comply with GAAP, is necessary, in each case, reasonably promptly after such officer obtains notice thereof and (C) with respect to such Acquired Companies’ financial statements provided pursuant to clause (A) hereto, updating such financial statements (x) to the extent necessary to permit a registration statement filed by Parent using such financial statements to be declared effective by the SEC and (y) to the extent reasonably requested by the Acquired Companies’ independent auditors to issue a customary comfort letter (in accordance with its normal practices and procedures and including negative assurance);

(ii) make senior management of the Company available to assist in the preparation of customary presentations, marketing materials, offering and private placement documents and rating agency presentations, as well as a customary confidential information memorandum and authorization letters in connection therewith, and participate in road shows, drafting and due diligence sessions and meetings with rating agencies;

(iii) deliver to Parent the Financing Deliverables;

(iv) make senior management of the Company available to reasonably participate and cooperate with Parent in (A) the negotiation of the Financing Documents and reasonably facilitate the satisfaction of any conditions precedent therein, (B) the preparation of prospectuses, offering memoranda, investor presentations and other customary marketing materials in connection with any Financing and marketing and syndication efforts thereof solely with respect to business and financial information relating to the Acquired Companies as reasonably requested by Parent or its Financing Sources and to the extent customary for financings of the sort contemplated to be incurred by Parent and (C) reasonable and customary due diligence, in each case, with or by the Financing Sources (or prospective lenders or investors in any bank or capital markets Financing) at mutually agreed times and places;

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(v) cause the Acquired Companies’ current independent accountants to provide customary assistance and cooperation in any Financing, including using reasonable best efforts to cause such accountants to (A) participate in a reasonable number of drafting sessions and accounting due diligence sessions upon reasonable advance notice and at mutually agreed times and places, (B) provide any necessary customary written consents to use their audit reports relating to the Acquired Companies and to be named as an “Expert” in documents as are customary and (C) provide any customary “comfort letters” (including customary negative assurance comfort, including change period comfort) with respect to financial information relating to the Acquired Companies as reasonably requested by Parent or its Financing Sources and to the extent customary for Financings of the sort contemplated to be incurred by Parent; and

(vi) assist Parent and/or any Merger Sub with any filings, at the Parent’s sole expense, required to be made with the SEC or any other administrative authority in order to consummate the Transactions and any Financing (which assistance shall be limited to information with respect to the Acquired Companies), including to deliver to Parent any underlying information with respect to the Acquired Companies required for Parent and/or any Merger Sub to make any required filings with the SEC in connection with the Transactions and any Financing (to the extent reasonably requested by Parent or its Financing Sources and to the extent customary for Financings of the sort contemplated to be incurred by Parent);

provided that (A) neither the Company nor any of its Affiliates will be required to make any filings with the SEC in connection with any Financing (other than in any applicable proxy statement), (B) nothing in this Section 6.17 shall require any such action to the extent it would (x) unreasonably interfere with the business or operations of the Acquired Companies or require the Acquired Companies to agree to pay any fees, reimburse any expenses or give any indemnities, in any case, that would be effective prior to the Closing, or for which Parent does not promptly reimburse or indemnify it, as the case may be, to the extent required under this Agreement or (y) require any of the Acquired Companies or their respective Representatives or Financing Sources to execute, deliver or enter into, or perform any financing document that is contemplated to be effective prior to the Closing (other than the authorization letters referred to in clause (ii) above), (C) none of the general partners or board of directors (or other similar governing body) or committee or subcommittee thereof of any Acquired Company shall be required to adopt resolutions approving the Financing Documents that are contemplated to be effective prior to the Closing (and any such adoption or approval at Closing shall be performed by such general partner, board of directors (or other similar governing body) or committee or subcommittee thereof as constituted after the Effective Time and Closing), (D) nothing in this Section 6.17 shall require any change in the Company’s or any of its Subsidiaries’ fiscal years and (E) none of the Acquired Companies shall be required to provide any information or take any action to the extent it would (1) violate Applicable Law (provided that, to the extent possible, the parties shall cooperate in good faith to permit disclosure of such information or to permit such action in a manner that preserves compliance with Applicable Law), (2) violate any attorney-client or work-product privilege or similar protection (provided that, to the extent possible, the parties shall cooperate in good

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faith to permit disclosure of such information or to permit such action in a manner that preserves such privilege or similar protection), (3) violate any applicable confidentiality obligation of any Acquired Company that is binding with respect to such information, and for which consent to disclosure has not been obtained (provided that, to the extent possible, the parties shall cooperate in good faith to permit disclosure of such information or to permit such action in a manner that preserves compliance with such confidentiality obligation), (4) require any Acquired Company to waive or amend any terms of this Agreement, (5) constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of such Acquired Company or to a loss of any benefit to which such Acquired Company is entitled under any provision of any agreement or other instrument binding upon such Acquired Company, (6) result in the creation or imposition of any Lien on any asset of such Acquired Company (except any Lien on any of the Acquired Companies’ respective assets that becomes effective only upon the Closing), (7) result in any Acquired Company’s or any of its Affiliates’ directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives incurring any personal liability with respect to any matters relating to any financing or (8) directly result in any condition to Closing set forth in Article VII to fail to be satisfied by the End Date or otherwise directly result in a breach of this Agreement by any Acquired Company.

(b) To the extent identifying any of the Acquired Companies by name, the Company shall have the right to review and comment on marketing materials used in connection with the arrangement of any Financing prior to the dissemination of such materials to potential Financing Sources or other counterparties to any proposed financing transaction (or filing with any Governmental Authority); provided that the Company shall communicate in writing its comments, if any, to Parent and its counsel within a reasonable period of time under the circumstances and consistent with the time accorded to other participants who were asked to review and comment on such marketing materials. The Company shall not be required to agree to any contractual obligation of the Company relating to any financing that is not conditioned upon the Closing and that does not terminate without liability to the Company and its Affiliates (other than liability resulting from customary circumstances such as breach of any obligation of the Company and its Affiliates, bad faith, willful misconduct, fraud or gross negligence) upon the termination of this Agreement. The Company shall not be required to deliver or cause the delivery of any legal opinions, authorization and representation letters or solvency certificates in connection with any financing, except the authorization letters set forth in clause (a) above. In addition, the parties hereto agree that, notwithstanding anything herein to the contrary, any information with respect to the prospects and projections for the Acquired Companies in connection with any financing will be the sole responsibility of Parent, and neither the Acquired Companies nor any of their Affiliates, directors, managers, officers, general or limited partners, employees, counsel, financial advisors, auditors, agents and other authorized representatives, shall have any liability or incur any damages with respect thereto or be required to provide any projections or information or make any presentations with respect to capital structure or other pro forma information relating thereto or the manner in which Parent intends to operate, or cause to be operated, the Acquired Companies after the Closing (provided that prior to Closing, the Company may reasonably be requested to provide such historical and other underlying financial information as Parent may require to assemble any such presentations and other pro forma information to the extent reasonably required by the Financing Sources; provided, further, that the Company shall not be responsible in any manner for information relating to the proposed debt and equity capitalization that is required for such presentations or other pro forma financial information).

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(c) Parent shall indemnify and hold harmless the Acquired Companies, and each of their Representatives, from and against any and all reasonable and documented out-of-pocket costs or expenses (including reasonable and documented out-of-pocket attorneys’ fees of no more than one (1) primary firm of outside counsel to the Acquired Companies, taken as a whole), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement that are suffered or incurred in connection with any contemplated Financing or any information, assistance or activities provided in connection therewith, except in instances of gross negligence, fraud or willful misconduct of the Acquired Companies or their representatives as finally determined in a non-appealable judgment by a court of competent jurisdiction. Parent shall promptly reimburse the Acquired Companies for any and all documented out-of-pocket Third Party costs and expenses incurred by the Acquired Companies and each of their respective Representatives in connection with any such financing or such assistance.

(d) Notwithstanding anything to the contrary herein, it is understood and agreed that the condition precedent set forth in Section 7.02(b), as applied to the Company’s obligations under this Section 6.17, shall be deemed to be satisfied unless the applicable financing has not been obtained as a direct result of the Company’s Willful Breach of its obligations under this Section 6.17.

Section 6.18 Financing. Parent and the Merger Subs expressly acknowledge and agree that their obligations under this Agreement, including their obligations to consummate the Mergers, are not subject to, or conditioned on, any Person’s consummation of any financing arrangement, the obtaining of any financing or the availability, grant, provisions or extension of any financing to any Person.

Section 6.19 Tax Matters.

(a) General. Notwithstanding anything to the contrary in this Agreement, except as otherwise provided by this Section 6.19, Article IV of each Operating Partnership LPA in effect immediately prior to the LP Mergers Effective Time shall continue to remain in effect solely with respect to any Tax matters of the Operating Partnerships with respect to the Pre-Closing Tax Period.

(b) Pass-Through Tax Returns. From and after the Closing, Parent shall prepare and timely file (or cause to be prepared and timely filed) (taking into account all valid extensions of time to file) all Pass-Through Tax Returns that are due (taking into account all valid extensions of time to file) after the Closing in a manner consistent with the past practices of the Operating Partnerships, except as otherwise required by Applicable Law; provided that, in preparing any such Pass-Through Tax Return, Parent and the Operating Partnerships shall act in good faith.

(c) Amendment of Tax Returns. Except as contemplated by Section 6.19(b), Section 6.19(d), and Section 6.19(e), from and after the Closing, neither Parent nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Pass-Through Tax Return unless required by applicable Tax Law to take such action.

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(d) 6226 Election. Except as otherwise determined by Parent, notwithstanding anything herein to the contrary, each Operating Partnership shall make and be permitted to make the election under Section 6226 of the Code (or a similar provision of state, local or other Tax Law) with respect to the alternative to payment of imputed underpayment by any Operating Partnership for any Pre-Closing Tax Period, and the parties shall take any other action such as filings, disclosures and notifications necessary to effectuate such election.

(e) Pass-Through Tax Contests. From and after the Closing, Parent shall control the defense of any audit, inquiry, examination, assessment, adjustment, proceeding or similar event with respect to any Pass-Through Tax Return (a “Tax Proceeding”); provided that, in controlling the defense of any such Tax Proceeding, Parent and the Operating Partnerships shall act in good faith. For the avoidance of doubt, nothing in this Section 6.19(e) shall prevent Parent or its Affiliates from settling any proposed deficiency or adjustment by any Governmental Authority based upon or arising out of the foregoing, and neither Parent or its Affiliates shall be required to litigate before any court any proposed deficiency or adjustment by any Governmental Authority in connection therewith.

(f) The Company shall reasonably cooperate with Parent regarding modifications to the structure of the transactions contemplated by this Agreement that Parent reasonably requests in writing (including to integrate the Acquired Companies and/or their assets with Parent and any Affiliate of Parent); provided that (i) any such modifications do not, directly or indirectly, in the Company’s reasonable determination, have an adverse effect on the Acquired Companies or the Company’s stockholders or the holders of Operating Partnership Units, including any adverse effect on the time by which the Mergers may be consummated, (ii) no Acquired Company shall be required to take any action, or to refrain from taking any action, in each case, in contravention of (A) any organizational document of any Acquired Company, (B) any Company Material Contract or other contract to which such Person is a party, or (C) Applicable Law, (iii) any such modifications that involve obligations of the Acquired Companies to incur any liabilities shall be contingent upon all of the conditions set forth in Article VII having been satisfied or waived and receipt by the Company of a written notice from Parent to such effect and that the Parent is prepared to proceed immediately with the Closing and any other evidence reasonably requested by the Company that the Closing will occur (and that any action taken be unwound to the extent the Closing does not so occur), and (iv) such modifications (or the inability to complete such modifications) shall not affect or modify in any respect the obligations of Parent under this Agreement, including the amount of or timing of payment of the Public Merger Consideration and LP Merger Consideration. Subject to the limitations set forth above, such modifications shall be undertaken in the manner (including in the order) specified by Parent and, subject to the limitations set forth above and except as agreed by Parent and the Company, such actions or transactions shall be implemented immediately prior to or concurrent with the Closing. Without limiting the foregoing, (x) none of the representations, warranties or covenants of the Company or any of its Subsidiaries shall be deemed to apply to, or be deemed to be breached or violated by, the transactions or cooperation contemplated by this Section 6.19(f) and (y) the condition precedent set forth in Section 7.02(b), as applied to the Company’s obligations under this Section 6.19(f), shall be deemed to be satisfied unless the Company has committed a Willful Breach under this Section 6.19(f). Any costs associated with the Acquired Companies undertaking any of the actions set forth in this Section 6.19(f) shall be borne by Parent.

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(g) Purchase Price Allocation. Within 120 days after the Closing Date, Parent shall prepare an allocation (the “Allocation”) of the aggregate LP Merger Consideration with respect to each Operating Partnership and any other items that are treated as additional consideration for Tax purposes as of the Closing Date (collectively, the “Tax Purchase Price”) among the assets of each Operating Partnership (and any disregarded entities of such Operating Partnership) (the “Allocation Statement”) in accordance with the applicable provisions of the Code and taking into account the interests of the persons that were the limited partners of the Operating Partnerships immediately prior to the Closing. The Allocation will be adjusted as appropriate to reflect any adjustments to the Tax Purchase Price. All applicable Pass-Through Tax Returns shall be prepared in a manner that is consistent with the Allocation, except to the extent otherwise required by Applicable Law.

Section 6.20 Takeover Statutes. Neither Parent nor the Company shall take any action that would cause the Transactions to be subject to requirements imposed by any Takeover Statute. If any Takeover Statute or other similar state anti-takeover Laws may become, or may purport to be applicable to the Mergers, the Rollover or any other Transactions, then each of the Company and Parent, the Company Board and the Special Committee shall grant such approvals and take such actions as are reasonably necessary so that the Transactions may be consummated as promptly as practicable on the terms contemplated hereby and by the terms of the Rollover Agreement and otherwise act to eliminate or minimize the effects of such Laws on the Transactions.

Section 6.21 Termination of Related Person Agreements. Effective upon the Closing, each Related Person Agreement, except as set forth on Section 6.21 of the Company Disclosure Letter, shall be terminated, in each case in a form reasonably acceptable to Parent, and the Company shall deliver evidence of all such effective terminations to Parent at or prior to the Closing.

Section 6.22 Additional Agreements. If at any time after the Effective Time any further action is necessary or desirable to carry out the purposes of this Agreement or to vest the Surviving Corporation and Surviving Limited Partnerships with full title to all properties, assets, rights, approvals, immunities and franchises of either of the Company or Merger Subs, then the proper officers and directors of each Party will use their reasonable best efforts to take such action.

Section 6.23 Rollover Matters. The parties agree to comply with Section 6.23 of the Company Disclosure Letter.

ARTICLE VII

CONDITIONS TO THE TRANSACTION

Section 7.01 Conditions to the Obligations of Each Party. The respective obligations of each party to consummate the Mergers are subject to the satisfaction (or written waiver by all parties if permissible under Applicable Law, except with respect to Section 7.01(a) which shall not be waivable) at or prior to the Closing Date of each of the following conditions:

(a) Required Approvals. The Required Company Stockholder Approval and the Required Operating Partnership Approval shall have been obtained.

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(b) Regulatory Approvals. (i) The waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated, (ii) the FCA Approval shall have been obtained in accordance with Section 6.03(c) and (iii) the clearances, approvals and consents required to be obtained under the Antitrust Laws or other Applicable Law set forth on Section 7.01(b) of the Company Disclosure Letter shall have been obtained and shall be in full force and effect.

(c) No Injunction. No Governmental Order, whether temporary, preliminary or permanent, by any court or other Governmental Authority of competent jurisdiction shall have been entered into and shall continue to be in effect, and no Applicable Law shall have been adopted or be effective, in each case that restrains, enjoins, prevents, prohibits or makes illegal the consummation of the Transactions.

Section 7.02 Conditions to the Obligations of Parent and the Merger Subs. The obligations of Parent and the Merger Subs to consummate the Mergers are subject to the satisfaction (or written waiver by Parent, if permissible under Applicable Law), at or prior to the Closing Date, of each of the following further conditions:

(a) Representations and Warranties.

(i) Each of the representations and warranties made by the Company in Section 4.01(a) (Organization), Section 4.02 (Authority), Section 4.06(a), Section 4.06(b)(i), Section 4.06(c)(i), the first sentence of Section 4.06(d) (Capitalization; Subsidiaries) and Section 4.29 (No Brokers) shall be true and correct in all respects (other than any de minimis inaccuracies) as of the Closing Date as if made on the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects (other than any de minimis inaccuracies) as of such date;

(ii) Each of the representations and warranties made by the Company in the second sentence of Section 4.06(b) shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material respects as of such date; and

(iii) Each of the representations and warranties made by the Company in this Agreement other than those set forth in clause (i) above (without giving effect to any references to any “Company Material Adverse Effect” or other “materiality” qualifications) shall be true and correct in all respects as of the Closing Date as if made on the Closing Date, in each case, (A) except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date, and (B) except where the failure to be so true and correct has not had and would not reasonably be expected to have a Company Material Adverse Effect.

(b) Covenants. Each of the covenants and obligations that the Company and each Operating Partnership is required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

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(c) Consenting Client Condition. The condition set forth on Exhibit C under the heading “Condition” shall have been satisfied.

(d) No Company Material Adverse Effect. Since the date of this Agreement, there shall not have occurred any Company Material Adverse Effect that is continuing.

(e) Company Closing Certificate. Parent shall have received a certificate, dated the Closing Date and executed on behalf of the Company by an executive officer of the Company (the “Company Closing Certificate”) certifying that the conditions set forth in Section 7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.02(d) have been satisfied.

Section 7.03 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Mergers are subject to the satisfaction (or written waiver by the Company, if permissible under Applicable Law), at or prior to the Closing Date, of each of the following further conditions:

(a) Representations and Warranties.

(i) Each of the representations and warranties made by Parent and the Merger Subs in Section 5.01 (Organization) and Section 5.02 (Authority) shall be true and correct in all respects (other than any de minimis inaccuracies) as of the Closing Date as if made on the Closing Date, except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects (other than any de minimis inaccuracies) as of such date; and

(ii) Each of the representations and warranties made by Parent and the Merger Subs in this Agreement other than those set forth in clause (i) above (without giving effect to any references to “materiality” qualifications) shall be true and correct in all respects as of the Closing Date as if made on the Closing Date, in each case, (A) except for representations and warranties that speak as of a particular date, which shall be true and correct in all respects as of such date and (B) except where the failure to be so true and correct has not had and would not reasonably be expected to have a material adverse effect on the ability of Parent and the Merger Subs to consummate the Mergers.

(b) Covenants. Each of the covenants and obligations that Parent and the Merger Subs are required to comply with or to perform at or prior to the Closing shall have been complied with and performed in all material respects.

(c) Parent Closing Certificate. The Company shall have received a certificate, dated the Closing Date and executed on behalf of Parent by an officer of Parent certifying that the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (the “Parent Closing Certificate”).

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Section 7.04 Frustration of Closing Conditions. Neither Parent nor the Merger Subs may rely on the failure of any condition set forth in Section 7.01 or Section 7.02 to be satisfied if such failure was primarily caused by the failure of Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III to use the requisite efforts to cause the Closing to occur as required by this Agreement. Neither the Company nor the Operating Partnerships may rely on the failure of any condition set forth in Section 7.01 or Section 7.03 to be satisfied if such failure was primarily caused by the Company’s or any of the Operating Partnerships’ failure to use the requisite efforts to cause the Closing to occur as required by this Agreement.

ARTICLE VIII

TERMINATION

Section 8.01 Termination. Notwithstanding anything contained in this Agreement to the contrary, this Agreement may be terminated and the Public Merger, the LP Mergers and the other Transactions may be abandoned at any time prior to the Effective Time and LP Mergers Effective Time, as applicable, notwithstanding receipt of the Required Company Stockholder Approval and the Required Operating Partnership Approval (except as expressly noted in Section 8.01(d), Section 8.01(g) and Section 8.01(h)), only as follows:

(a) by mutual written agreement of the Company and Parent;

(b) by either the Company or Parent, if the Closing shall not have occurred on or before 5:00 P.M. (Eastern time) on July 23, 2024 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(b) may not be exercised by any party whose failure to perform any covenant or obligation under this Agreement has been the principal cause of, or resulted in, the failure of the Closing to have occurred on or before the End Date;

(c) by either the Company or Parent, if any Governmental Authority shall have issued a Governmental Order permanently enjoining or otherwise prohibiting the consummation of the Public Merger or the LP Mergers, and such Governmental Order shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(c) may not be exercised by any party whose failure to perform any covenant or obligation under this Agreement has been the principal cause of, or resulted in, the issuance of such Governmental Order;

(d) by either the Company or Parent, if (i) the Company Stockholder Meeting (including any adjournments and postponements thereof) shall have been held and completed and the Company Stockholders shall have voted on a proposal to adopt this Agreement and (ii) this Agreement shall not have been adopted at such meeting (and shall not have been adopted at any adjournment or postponement thereof) by the Required Company Stockholder Approval; provided, however, that the right to terminate this Agreement pursuant to this Section 8.01(d) may not be exercised by any party whose failure to perform any covenant or obligation under this Agreement has been the principal cause of, or resulted in, the failure to adopt the Agreement at the Company Stockholder Meeting.

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(e) by Parent, (i) if there is any breach by the Company or the Operating Partnerships of any representation, warranty, covenant or agreement of the Company or the Operating Partnerships set forth in this Agreement, such that the conditions specified in Section 7.02(a) or Section 7.02(b) would not be satisfied at the Closing (a “Terminating Company Breach”), (ii) Parent shall have delivered written notice to the Company of such Terminating Company Breach, and (iii) such Terminating Company Breach is not capable of cure prior to the date that is five (5) Business Days prior to the End Date or such Terminating Company Breach shall not have been cured within the earlier of thirty (30) days after the date of delivery of such written notice to the Company and five (5) Business Days before the End Date; provided, however, that Parent shall not have the right to terminate this Agreement pursuant to this Section 8.01(e) if Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III is then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement such that any condition set forth in Section 7.03(a) or Section 7.03(b) would not be satisfied;

(f) by the Company, (i) if there is any breach by Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III of any representation, warranty, covenant or agreement of Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III, respectively, set forth in this Agreement, such that the conditions specified in Section 7.03(a) or Section 7.03(b) would not be satisfied at the Closing (a “Terminating Parent Breach”), (ii) the Company shall have delivered written notice to Parent of such Terminating Parent Breach, and (iii) such Terminating Parent Breach is not capable of cure prior to the date that is five (5) Business Days prior to the End Date or such Terminating Parent Breach shall not have been cured within the earlier of thirty (30) days after the date of delivery of such written notice to Parent and five (5) Business Days before the End Date; provided, however, that the Company shall not have the right to terminate this Agreement pursuant to this Section 8.01(f) if the Company or the Operating Partnerships are then in breach of any of its representations, warranties, covenants or agreements set forth in this Agreement such that any condition set forth in Section 7.02(a) or Section 7.02(b) would not be satisfied;

(g) by Parent, if, prior to receipt of the Required Company Stockholder Approval, an Adverse Recommendation Change shall have occurred; provided that Parent’s right to terminate this Agreement pursuant to this Section 8.01(g) shall expire at 5:00 p.m. (Eastern time) on the tenth (10^th) Business Day following the date on which such Adverse Recommendation Change occurs; or

(h) by the Company, at any time prior to the receipt of the Required Company Stockholder Approval, in accordance with Section 6.02(e) in order to enter into a definitive agreement with respect to a Superior Proposal either concurrently with or immediately following such termination.

The party desiring to terminate this Agreement pursuant to this Section 8.01 (other than pursuant to Section 8.01(a)) shall give a notice of such termination to the other party setting forth the basis on which such party is terminating this Agreement.

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Section 8.02 Effect of Termination. Except as otherwise set forth in this Section 8.02 and Section 8.03, in the event of the valid termination of this Agreement pursuant to Section 8.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party hereto or its respective Affiliates, officers, directors, stockholders, partners or other equityholders or any Representative of any of the foregoing other than liability of the Company or the Operating Partnerships (in each case, subject to Section 8.03) or of Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III, as the case may be, for any intentional common law fraud or any Willful Breach of this Agreement occurring prior to such termination. The provisions of Section 6.06, Section 8.02, Section 8.03, Article IX and the Company Confidentiality Agreement shall survive any termination of this Agreement.

Section 8.03 Company Termination Fee.

(a) If, but only if, this Agreement is validly terminated:

(i) (x) by Parent or the Company pursuant to Section 8.01(b) or Section 8.01(d) or by Parent pursuant to Section 8.01(e), and (1) in the case of a termination pursuant to Section 8.01(b), at the time of such termination, the conditions set forth in Section 7.01(b) and Section 7.01(c) have been satisfied or (2) in the case of a termination pursuant to Section 8.01(d) or Section 8.01(e), at the time of such termination, the Company is not able to terminate this Agreement pursuant to Section 8.01(c), and in each case of clauses (1) and (2), the conditions set forth in Section 7.03(a) and Section 7.03(b) would be satisfied if the date of such termination were the Closing Date (other than those conditions that by their nature are to be satisfied at the Closing, which conditions shall be capable of being satisfied if the Closing were to occur); and (y) following the execution and delivery of this Agreement and prior to the termination of this Agreement pursuant to Section 8.01(b), Section 8.01(d) or Section 8.01(e), as applicable, (A) an Acquisition Proposal has been made and has not been withdrawn and (B) within twelve (12) months of the termination of this Agreement, the Company enters into a definitive agreement for the consummation of, any Acquisition Proposal and such Acquisition Proposal is subsequently consummated (regardless of whether such consummation occurs within the twelve (12)-month period), then the Company shall pay, or cause to be paid, to Parent or its designee the Company Termination Fee within three (3) Business Days after the date on which such Acquisition Proposal is consummated; provided, however, that for purposes of this Section 8.03(a), the references to “fifteen percent (15%)” in the definition of Acquisition Proposal shall be deemed to be references to “fifty percent (50%)”;

(ii) by Parent pursuant to Section 8.01(g) or by the Company pursuant to Section 8.01(d) if an Adverse Recommendation Change shall have occurred, then the Company shall pay, or cause to be paid, to Parent or its designee the Company Termination Fee within three (3) Business Days following such termination; or

(iii) by the Company pursuant to Section 8.01(h), the Company shall pay, or cause to be paid, to Parent or its designee the Company Termination Fee within three (3) Business Days following such termination.

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(b) Notwithstanding anything to the contrary in this Agreement, but subject to Section 9.02 and except as set forth in the Ancillary Agreements, if this Agreement is terminated in accordance with any provision under which payment of the Company Termination Fee is required hereunder, then upon receipt and acceptance of such Company Termination Fee and the Enforcement Expenses (if any), the payment of such Company Termination Fee and the Enforcement Expenses (if any) (if payable and accepted by Parent) shall, constitute the sole and exclusive remedy of Parent, the Merger Subs and any other Parent Related Party against (i) the Company, (ii) the Operating Partnerships and (iii) any of the Company’s or any Operating Partnership’s former, current and future Representatives, assignees, stockholders, directors, officers, partners, members, managers, general or limited partners, other equityholders, controlling Persons and any Representatives of any of the foregoing (the Persons described in clauses (i), (ii) and (iii), collectively and in their capacity as such, the “Company Related Parties”) for any breach, loss or damage suffered as a result of the failure of the Transactions to be consummated or for a breach or failure to perform hereunder or otherwise, and upon payment and acceptance of the Company Termination Fee and the Enforcement Expenses (if any) (if payable and accepted by Parent), no Person shall have any rights or claims against the Company Related Parties under this Agreement, whether at Law or equity, in Contract, in tort or otherwise, and the Company Related Parties shall not have any other liability, relating to or arising out of this Agreement or the Transactions; provided, that, notwithstanding anything to the contrary contained in this Agreement, nothing shall limit Parent’s ability to recover damages in excess of the Company Termination Fee or to pursue such other remedies as permitted hereunder in the event of any intentional common law fraud or a Willful Breach by the Company or the Operating Partnerships unless (x) Parent accepts payment of the Company Termination Fee or (y) Parent fails to commence a Proceeding to recover damages in excess of the Company Termination within sixty (60) days after the date that the Company Termination Fee becomes due and payable, in which case after such sixty (60) days payment of the Company Termination Fee shall be Parent’s sole and exclusive remedy for such intentional common law fraud or Willful Breach (and for the avoidance of doubt, commencing a Proceeding to recover damages shall not waive any of Parent’s rights to accept payment of the Company Termination Fee). Nothing in this Section 8.03(b) shall in any way expand or be deemed or construed to expand the circumstances in which the Company, the Operating Partnerships or any other Company Related Party may be liable under this Agreement or the Transactions (including in respect of any Financing incurred in connection with the Transactions). For the avoidance of doubt, while Parent or Merger Subs may pursue both a grant of specific performance of the type contemplated by Section 9.02 and payment of the Company Termination Fee pursuant to Section 8.03(a), under no circumstances shall Parent or any Merger Sub be permitted or entitled to receive both a grant of specific performance of the type contemplated by Section 9.02 and monetary damages, including all or any portion of the Company Termination Fee.

(c) Each of the parties acknowledge and agree that the agreements contained in Section 8.02 and this Section 8.03 are an integral part of the Transactions, and that, without these agreements, each party would not enter into this Agreement. The parties acknowledge and agree that the Company Termination Fee is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate Parent, Merger Sub Inc., Merger Sub I, Merger Sub II and Merger Sub III in the circumstance in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Mergers. The parties hereto acknowledge and hereby agree that in no event shall the Company be required to pay the Company Termination Fee on more than one occasion, and any payment of the Company Termination Fee shall be paid net of (and not in addition to) any payment previously made by the Company of the Parent Expenses.

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(d) Any amounts payable pursuant to Section 8.02, Section 8.03(a) or this Section 8.03(d) shall be paid by wire transfer of same day funds to an account designated by Parent or the Company, as applicable (at least two (2) Business Days prior to the date such amount is to be paid). If the Company or Parent, as applicable, fails to pay when due any amount payable under Section 8.02 or Section 8.03(a), as applicable, and in order to collect such amount, Parent or the Company, as applicable, commences a Proceeding that results in a Governmental Order against the Company or Parent for monetary damages (including the Company Termination Fee), as applicable, then such party shall reimburse the other for all reasonable, documented out-of-pocket costs and expenses (including fees and disbursements of counsel) incurred in connection with such Proceeding, together with interest on such amount at an annual rate equal to the prime rate (as published in The Wall Street Journal) (or other authoritative source to the extent no such figure is published by The Wall Street Journal) on the date that such payment was required to be made plus five percent (5%) through the date that such payment was actually received, or a lesser rate that is the maximum permitted by Applicable Law (collectively, “Enforcement Expenses”).

(e) Notwithstanding anything in this Section 8.03 to the contrary, in the event that, at the time the Company Termination Fee, Enforcement Expenses, Parent Expenses, or payment of damages due to Willful Breach or fraud (each of the foregoing, a “Potential Company Payment”) is required to be paid, Parent (or the regarded parent of which Parent is a direct or indirect disregarded entity for U.S. federal income tax purposes) is an entity intended to qualify as a “real estate investment trust” under Section 856 of the Code, and counsel or independent accountants for Parent determines that there exists a material risk that any amounts due to Parent under this Section 8.03 would be treated as Nonqualifying Income upon the payment of such amounts to Parent, then the Company shall be notified pursuant to the procedures set forth below in this Section 8.03(e) and the provisions of this Section 8.03(e) shall apply such that the amount paid to Parent pursuant to this Section 8.03 in any tax year shall not exceed the maximum amount that can be paid to Parent (or its regarded parent) in such year without causing it to fail to meet the REIT Requirements for such year, determined as if the payment of such amount were Nonqualifying Income as determined by such counsel or independent accountants to Parent as further described in this Section 8.03(e) (such maximum amount, the “REIT Cap”). If (A) the REIT Cap for any tax year under the preceding sentence is less than (B) the amount which would otherwise be obligated to be paid to Parent with respect to Potential Company Payments (the excess of (B) over (A), the “Fee/Expense Amount”), then: (1) Parent shall promptly notify in writing the Company at least (2) Business Days prior to the date the applicable Potential Company Payment is scheduled to be paid of the Fee/Expense Amount, and the Company shall place the Fee/Expense Amount into an escrow account (the “Fee/Expense Escrow Account”) using an escrow agent and agreement reasonably acceptable to Parent and the Company and shall not release any portion thereof to Parent, (2) Parent shall not be entitled to any such amount, unless and until Parent delivers to the Company and the escrow agent, at the sole option and expense of Parent, (i) an opinion (a “Fee/Expense Amount Tax Opinion”) of Parent’s tax counsel to the effect that such amount, if and to the extent paid, would not constitute Nonqualifying Income, (ii) a letter (a “Fee/Expense Amount Accountant’s Letter”) from Parent’s independent accountants indicating the maximum amount that can be paid at that time to Parent without causing the Parent (or its regarded parent) to fail to meet the REIT Requirements for any relevant taxable year, or (iii) a private letter ruling issued by the IRS to Parent (or its regarded parent) indicating that the receipt of any Fee/Expense Amount hereunder will not cause Parent (or such regarded parent) to fail to satisfy the REIT Requirements (a “REIT Qualification Ruling” and, collectively with a Fee/Expense Amount Tax

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Opinion and a Fee/Expense Amount Accountant’s Letter, a “Release Document”) and, in each case, certifies that such delivery constitutes a Release Document; and (3) pending the delivery of a Release Document, Parent shall have the right, but not the obligation, to borrow the Fee/Expense Amount from the Fee/Expense Escrow Account pursuant to a loan agreement reasonably acceptable to Parent and the escrow agent that (i) requires the escrow agent to lend the recipient immediately available cash proceeds in an amount equal to the Fee/Expense Amount, and (ii) provides for (A) a commercially reasonable interest rate and commercially reasonable covenants, taking into account the credit standing and profile of Parent or any guarantor of Parent at the time of such loan, and (B) a fifteen (15) year maturity with no periodic amortization. Any portion of the Fee/Expense Amount that remains in escrow as of December 31 following the date which is five years from the date of this Agreement shall be released by the escrow agent to the Company and Parent shall have no rights thereto. Upon deposit by the Company of the Fee/Expense Amount in the Fee/Expense Escrow Account (and paying the balance of the applicable Potential Company Payment as required by this Agreement), the Company shall have been deemed to have satisfied in full its obligation to Parent to pay the applicable Potential Company Payment (but for the avoidance of doubt not any other Potential Company Payments) and shall not be subject to any additional liability or obligation in respect of such Potential Company Payment under or pursuant to this Agreement.

(f) Without limiting any obligation of the Company to pay the Company Termination Fee or the Enforcement Expenses, if and when they become due and payable pursuant to this Section 8.03, if Parent or the Company terminates this Agreement pursuant to Section 8.01(d), then the Company shall pay or cause to be paid to Parent the amount of the Parent Expenses, in cash by wire transfer of immediately available funds to an account designated by Parent within two (2) Business Days of such termination.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered after posting in the U.S. mail having been sent registered or certified mail return receipt requested, postage prepaid, (iii) when delivered by nationally recognized overnight delivery service, or (iv) when delivered by facsimile or email (in each case in this clause (iv), solely if receipt via email is confirmed via return email from the primary recipient acknowledging receipt), addressed as follows:

if to Parent, Merger Sub Inc., Merger Sub I, Merger Sub II or Merger Sub III, to:

Rithm Capital Corp.

799 Broadway

New York, New York 10003

Attention: Philip Sivin

Email: *

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with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, NY 10001

Attention: Peter D. Serating; Blair T. Thetford; David C. Hepp

Email: *

if to the Company, to:

Sculptor Capital Management

9 West 57th Street, 39th Floor

New York, NY 10019

Attention: General Counsel

Facsimile No.: *

Email: *

with a copy to (which shall not constitute notice):

Latham & Watkins LLP

1271 Avenue of the Americas

New York, NY 10020

Attention: Peter Harwich; Alex Kelly; Leah Sauter

Email: *

and

Weil Gotshal & Manges LLP

767 Fifth Avenue

New York NY 10153

Attention: Harvey Eisenberg; Brian Parness

Email: *

or to such other address, electronic mail address or facsimile number for a party as shall be specified in a notice given in accordance with this Section 9.01; provided that any notice received by facsimile transmission or electronic mail or otherwise at the addressee’s location on any Business Day after 5:00 P.M. (addressee’s local time) or on any day that is not a Business Day shall be deemed to have been received at 9:00 A.M. (addressee’s local time) on the next Business Day; provided, further, that notice of any change to the address or any of the other details specified in or pursuant to this Section 9.01 shall not be deemed to have been received until, and shall be deemed to have been received upon, the later of the date specified in such notice or the date that is five (5) Business Days after such notice would otherwise be deemed to have been received pursuant to this Section 9.01.

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Section 9.02 Remedies Cumulative; Specific Performance.

(a) The parties hereto agree that irreparable damage would occur, and that the parties would not have any adequate remedy at law, in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached (including any party hereto failing to take such actions as are required of it hereunder to consummate the Transactions). It is accordingly agreed that the parties shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement, without proof of actual damages or otherwise, in addition to any other remedy to which any party is entitled at law or in equity. Each party agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction. The parties further agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to law or inequitable for any reason, nor to assert that a remedy of monetary damages would provide an adequate remedy.

(b) To the extent any party hereto brings a Proceeding to enforce specifically the performance of the terms and provisions of this Agreement (other than a Proceeding to enforce specifically any provision that expressly survives termination of this Agreement), the End Date shall automatically be extended to (i) the twentieth (20^th) Business Day following the resolution of such Proceeding or (ii) such other time period established by the court presiding over such Proceedings (it being understood that this Section 9.02 is not intended and shall not be construed to limit in any way the provisions of Section 8.03(b) or Section 8.03(c)).

Section 9.03 Expenses. Except as set forth in Section 8.03(a), Section 8.03(d), Section 8.03(f) and this Section 9.03, each party hereto shall bear its own expenses incurred in connection with this Agreement and the Transactions whether or not such Transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants; provided that, in the event that the Transactions are not consummated, Parent shall pay fees and expenses in connection with any financing arrangements pursuant to Section 6.17; provided, further, that except as set forth in Section 3.03(e), the Acquired Companies shall bear and timely pay all Transfer Taxes and shall prepare and timely file, at its expense, all Tax Returns and other documentation with respect to such Transfer Taxes. The parties shall cooperate in good faith to minimize, to the fullest extent possible under such Tax Laws, the amount of any such Transfer Taxes payable in connection therewith.

Section 9.04 No Survival of Representations and Warranties. The representations and warranties and covenants and agreements in this Agreement and in any certificate or other writing delivered pursuant hereto by any Person, other than the representations and warranties set forth in Section 4.30 and Section 5.15, shall terminate at the Effective Time or LP Mergers Effective Time, as applicable, except (a) as provided in Section 8.02, upon the termination of this Agreement pursuant to Section 8.01, as the case may be, and (b) that this Section 9.04 shall not limit any covenant or agreement of the parties which by its terms contemplates performance after the Effective Time or the LP Mergers Effective Time, including those contained in Section 6.07 and Section 6.10.

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Section 9.05 Amendments and Waivers.

(a) Any provision of this Agreement may be amended or waived prior to the Effective Time or LP Mergers Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or, in the case of a waiver, by each party against whom the waiver is to be effective; provided, however, that no amendment or waiver shall be made subsequent to receipt of the Required Company Stockholder Approval which requires further approval of the stockholders of the Company pursuant to the DGCL without such further stockholder approval.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

Section 9.06 Disclosure Letter References. The parties hereto agree that any reference in a particular Section or subsection of the Company Disclosure Letter shall only be deemed to be an exception to (or, as applicable, a disclosure for purposes of) (a) the representations and warranties (or covenants, as applicable) of the Company and the Operating Partnerships, as applicable, that are contained in the corresponding Section or subsection of this Agreement and (b) any other representations and warranties (or covenant, as applicable) of the Company and the Operating Partnerships, as applicable, that are contained in this Agreement, but only if the relevance of that reference as an exception to (or a disclosure for purposes of) such representations and warranties (or covenant, as applicable) is reasonably apparent on the face of such disclosure. The listing of any matter on the Company Disclosure Letter shall not be deemed to constitute an admission by the Company, or to otherwise imply, that any such matter is material, is required to be disclosed by such party under this Agreement or falls within relevant minimum thresholds or materiality standards set forth in this Agreement. No disclosure in the Company Disclosure Letter relating to any possible breach or violation by the Company of any Contract or Applicable Law shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. In no event shall the listing of any matter in the Company Disclosure Letter be deemed or interpreted to expand the scope of the Company’s or the Operating Partnerships’ representations, warranties and/or covenants set forth in this Agreement except as set forth in this Agreement.

Section 9.07 Binding Effect; Benefit; Assignment.

(a) This Agreement shall be binding upon, inure solely to the benefit of and be enforceable by each party hereto and their respective permitted successors and assigns. Nothing in this Agreement, express or implied is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that, notwithstanding the foregoing, (i) from and after the Effective Time and the LP Mergers Effective Time, the Company Indemnified Parties shall be intended third-party beneficiaries of, and may enforce, Section 6.07, (ii) from and after the Effective Time and the LP Mergers Effective Time, the holders of shares of Company Class A Common Stock, Operating Partnership Units converted into the right to receive LP Merger Consideration and holders of Company Stock Awards as of immediately prior to the Effective Time and LP Mergers Effective Time shall be intended third-party beneficiaries solely for the purpose of receiving the

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consideration that such holder is entitled to pursuant to Section 3.01, Section 3.02 or Section 3.06 as applicable, and (iii) the Company Related Parties and the Parent Related Parties are intended third-party beneficiaries of, and may enforce, Section 8.03(b), Section 8.03(d), Section 9.02, Section 9.08, Section 9.09, Section 9.10 and Section 9.14.

(b) Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties, except that Parent and each Merger Sub will have the right to assign all or any portion of its rights and obligations under this Agreement (i) to any of its Affiliates (provided that such assignment would not reasonably be expected to delay the Closing or satisfaction of any condition to Closing hereunder) or (ii) to any source of debt financing for purposes of creating a security interest herein or otherwise assigning as collateral in respect of such debt financing; provided that, in the case of clauses (i) and (ii), any assignment by Parent or any Merger Sub shall not relieve Parent or any Merger Sub of its obligations hereunder. Notwithstanding anything in this Agreement to the contrary, Parent will have the right to assign all or any portion of its equity interests in the Merger Subs to any direct or indirect wholly-owned subsidiary of Parent. Any purported assignment in violation of this Section 9.07(b) shall be null and void.

Section 9.08 Governing Law. This Agreement and all Proceedings (whether based on Contract, tort or otherwise) based upon, arising out of, or related to this Agreement, the Transactions, or the actions of Parent, Merger Sub Inc., Merger Sub I, Merger Sub II, Merger Sub III or the Company or any Operating Partnership in the negotiation, administration, performance and enforcement thereof, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.

Section 9.09 Jurisdiction.

(a) Each of the parties hereto hereby expressly, irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware or, if such court shall not have jurisdiction, any Federal court of the United States of America sitting in Delaware, and any appellate court from any appeal thereof, in any Proceeding based upon, arising out of or relating to this Agreement or the agreements delivered in connection herewith or the Transactions contemplated hereby or thereby or for recognition or enforcement of any judgment relating thereto, and each of the parties hereby irrevocably and unconditionally (i) agrees not to commence any such Proceeding except in such courts, (ii) agrees that any claim in respect of any such Proceeding may be heard and determined in the Court of Chancery of the State of Delaware or, to the extent permitted by Applicable Law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such Proceeding in the Court of Chancery of the State of Delaware or such Federal court and (iv) waives, to the fullest extent permitted by Applicable Law, the defense of an inconvenient forum to the maintenance of such Proceeding in the Court of Chancery of the State of Delaware or such Federal court. Each of the parties hereto agrees that a final judgment in any such Proceeding shall be conclusive and may be enforced by a court of competent jurisdiction in other jurisdictions by suit on the judgment or in any other manner provided by Applicable Law. Each party to this Agreement irrevocably consents to service of process outside the territorial jurisdiction of the courts referred to in this Section 9.09 in any such Proceeding by mailing copies thereof by registered or certified U.S. mail, postage prepaid, return receipt requested, to its address as specified in or pursuant to Section 9.01. However, nothing in this Agreement will affect the right of any party to this Agreement to serve process on any other party in any other manner permitted by Applicable Law.

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Section 9.10 Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING DIRECTLY OR INDIRECTLY BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE EITHER OF SUCH WAIVERS, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS, (III) IT MAKES SUCH WAIVERS VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.

Section 9.11 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto. Until and unless each party has received a counterpart hereof signed by the other parties hereto, this Agreement shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication). The exchange of a fully executed Agreement (in counterparts or otherwise) by electronic transmission in .PDF format or through an electronic signature service or by facsimile shall be sufficient to bind the parties to the terms and conditions of this Agreement. No party may raise the use of any of the foregoing methods to deliver a signature, or the fact that any signature, agreement, or instrument was transmitted or communicated through the use of any of the foregoing methods, as a defense to the formation of a Contract, and each party forever waives any such defense.

Section 9.12 Entire Agreement. This Agreement and the Ancillary Agreements constitute the entire agreement of the parties and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof and, except as otherwise expressly provided herein, are not intended to confer upon any other Person any rights or remedies hereunder or thereunder.

Section 9.13 Severability. If any term or other provision of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, illegal or incapable of being enforced by any rule of Applicable Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner to the end that the Transactions are consummated as originally contemplated to the fullest extent possible.

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Section 9.14 No Recourse. Each party hereto agrees, on behalf of itself and its Related Parties, that all Proceedings (whether based on Contract, tort or otherwise, including whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise) that may be based upon, arise out of or relate to: (a) this Agreement or the Transactions; (b) the negotiation, execution or performance of this Agreement or any of the Transactions; (c) any breach or violation of this Agreement; or (d) any failure of any Transaction to be consummated, in each case, may be made only (i) against (and are those solely of) the Persons that are, in the case of this Agreement, expressly identified as parties to this Agreement; and (ii) in accordance with, and subject to the terms and conditions of, this Agreement, except for Proceedings against any Person that is party to an Ancillary Agreement or other Contract pursuant to the terms thereof. Notwithstanding anything in this Agreement to the contrary, each party hereto agrees, on behalf of itself and its Related Parties, that no recourse under this Agreement or in connection with any Transaction will be sought or had against any other Person, including any Company Related Party or Parent Related Party, and no other Person, including any Related Party, will have any liabilities or obligations (whether based on Contract, tort or otherwise, including whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or any other theory or doctrine, including alter ego or otherwise), for any claims, causes of action, obligations or liabilities based upon, arising out of or related to any item in clauses (a) through (d) above, except for claims, causes of action, obligations or liabilities against any Person that is party to an Ancillary Agreement or other Contract pursuant to the terms thereof. For the avoidance of doubt, nothing in this Agreement shall limit the ability of the parties to the Agreement or their respective Related Parties to bring counterclaims in connection with any Proceeding brought against such parties or their Affiliates by any other Person.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first written above.

RITHM CAPITAL CORP.
By:	/s/ Nicola Santoro, Jr.
	Name:	Nicola Santoro, Jr.
	Title:	Chief Financial Officer
CALDER SUB, INC.
By:	/s/ Nicola Santoro, Jr.
	Name:	Nicola Santoro, Jr.
	Title:	Chief Financial Officer
CALDER SUB I, LP
By:	/s/ Nicola Santoro, Jr.
	Name:	Nicola Santoro, Jr.
	Title:	Chief Financial Officer
CALDER SUB II, LP
By:	/s/ Nicola Santoro, Jr.
	Name:	Nicola Santoro, Jr.
	Title:	Chief Financial Officer
CALDER SUB III, LP
By:	/s/ Nicola Santoro, Jr.
	Name:	Nicola Santoro, Jr.
	Title:	Chief Financial Officer

[Signature to Agreement and Plan of Merger]

SCULPTOR CAPITAL MANAGEMENT, INC.
By:	/s/ Dava Ritchea
	Name:	Dava Ritchea
	Title:	Chief Financial Officer
SCULPTOR CAPITAL LP
By:	Sculptor Capital Holding Corporation, its General Partner
By:	/s/ Dava Ritchea
	Name:	Dava Ritchea
	Title:	Chief Financial Officer
SCULPTOR CAPITAL ADVISORS LP
By:	Sculptor Capital Holding Corporation, its General Partner
By:	/s/ Dava Ritchea
	Name:	Dava Ritchea
	Title:	Chief Financial Officer
SCULPTOR CAPITAL ADVISORS II LP
By:	Sculptor Capital Holding Corporation, its General Partner
By:	/s/ Dava Ritchea
	Name:	Dava Ritchea
	Title:	Chief Financial Officer

[Signature to Agreement and Plan of Merger]

Exhibit C

Client Consent Condition

Condition:

The Client Consent Percentage shall be at least 85% and an executive officer of the Company shall have delivered a certificate to such effect.

Definitions:

“Adjusted Base Date Revenue Run Rate” means $235,772,323, which represents (a) the Base Date Revenue Run Rate less (b) the Base Date Revenue Run Rate attributable to Excluded Clients AUM, in each case, as set forth on the Revenue Run Rate Schedule.

“Base Date” means May 31, 2023.

“Base Date Existing Mandate” means a Mandate that is in effect as of the Base Date.

“Client Consent” means that the consent required for the “assignment” (as defined in the Advisers Act) of a Client of a Mandate (or the consent of an investor or investors in a pooled investment vehicle that is a Client, as applicable) resulting from the consummation of the transactions contemplated by this Agreement has been received in a manner required under the Mandate and Applicable Law (including the Advisers Act); provided that receipt of consent pursuant to the consent process set forth in the Revenue Run Rate Schedule as it relates to any particular Client will be deemed to constitute a valid Client Consent with respect to such Client.

“Client Consent Percentage” means a fraction (expressed as a percentage), the numerator of which is the Consenting Client Revenue Run Rate and the denominator of which is the Adjusted Base Date Revenue Run Rate.

“Closed-End Fund” means each of the Clients identified on the Revenue Run Rate Schedule as a “Closed-End Fund”.

“Consenting Client” means each Client of a Mandate (i) for which a Client Consent has been obtained (or has been deemed to have been obtained) in accordance with the consent process set forth in the definition of “Client Consent” and which remains in full force and effect (and has not been withdrawn or revoked) as of the Effective Time and (ii) that has not suffered a Termination Event.

“Consenting Client Revenue Run Rate” means, as of the date that is five Business Days prior to the Closing Date or, with respect to a New Mandate that is entered into following such date and prior to the Closing Date, as of the New Mandate Start Date (each such date, the “Closing Measurement Date”), the aggregate Revenue Run Rate attributable to all Mandates of all Consenting Clients (subject to the other provisions in this definition, calculated using the same methodology used to calculate the Adjusted Base Date Revenue Run Rate); provided that:

(i) without regard to the actual assets under management of any Mandate as of the Closing Measurement Date, the assets under management used to determine such aggregate Revenue Run Rate shall be determined by using the assets under management in respect of such Mandate as of the Base Date (or in the case of a New Mandate, as of the New Mandate Start Date) and (A) increasing such assets under management for new or additional capital commitments and additions and contributions of funds made after the Base Date (or New

C-1

Mandate Start Date, if applicable) with respect to such Mandate (for the avoidance of doubt, that would be taken into account in the “fee base” used to calculate the applicable investment management or sub-advisory fees), (B) decreasing such assets under management for any reductions or waivers of capital commitments, withdrawals and redemptions occurring after the Base Date (or New Mandate Start Date, if applicable) with respect to such Mandate (or, solely in the case of this clause (B), written notice of any of the foregoing from any Client or, if applicable, any investor therein, to the extent the assets under management subject to such notice have not been included in the Excluded Clients AUM) and (C) decreasing such assets under management for capital commitments of any Client (or any investor in any Client) that is in default for failing to fund a capital call (and such default has not been cured in accordance with the applicable Fund Documentation);

(ii) any increase or decrease in the applicable assets under management after the Base Date (or New Mandate Start Date, if applicable) with respect to such Mandate due to (A) market appreciation or market depreciation of the underlying investments or other assets managed pursuant to such Mandate, (B) currency fluctuations or (C) ordinary course distributions of interest, income or capital gains (and with respect to (I) Closed-End Funds, returns of capital from dispositions of investments in the ordinary course and (II) CLOs, payments of principal made in the ordinary course pursuant to the existing amortization waterfall provisions following the scheduled end of the reinvestment period) will not be taken into account in determining the assets under management used in the Revenue Run Rate for such Mandate for the purposes of the calculation of Consenting Client Revenue Run Rate; and

(iii) the aggregate Revenue Run Rate attributable to all Mandates of all Related Clients shall not exceed $1,000,000 for purposes of the calculation of Consenting Client Revenue Run Rate.

For the avoidance of doubt, (x) to the extent the Company receives a written request from a Client to redeem or withdraw funds from a pooled investment vehicle following the date of the Agreement, and such Client has provided its Client Consent, then “Consenting Client Revenue Run Rate” in respect of such Client shall be calculated as if such withdrawal or redemption had already occurred (and the assets under management in respect of such Client that are utilized in the calculation of Revenue Run Rate and Consenting Client Revenue Run Rate shall be reduced to give effect to such withdrawal or redemption), (y) Consenting Client Revenue Run Rate shall not include any Revenue Run Rate attributable to Excluded Clients AUM and (z) Consenting Client Revenue Run Rate shall (1) include the Revenue Run Rate attributable to any Mandate from a Client that is a Consenting Client as of the close of business on the date immediately prior to the Closing Date (including Clients that become Consenting Clients subsequent to the Closing Measurement Date) and (2) exclude the Revenue Run Rate attributable to any Mandate from a Client that ceases to be a Consenting Client prior to the close of business on the date immediately prior to the Closing Date.

“Excluded Clients AUM” means the aggregate assets under management by the Acquired Companies as of the Base Date (i) in respect of the CLOs with Excluded Clients AUM set forth on the Revenue Run Rate Schedule or (ii) for which any Acquired Company has received any written withdrawal or redemption request prior to the date hereof.

“Mandate” means, with respect to any Client, an Investment Advisory Arrangement or similar agreement pursuant to which such Client agrees to, or has agreed to, a commitment of capital or renewal or extension of such commitment, or contribution of capital or has otherwise agreed to pay a fee in exchange for the provision of Investment Management Services.

C-2

“Negative Consent” or “negative consent” means, with respect to any Client (or an investor or investors in a pooled investment vehicle that is a Client, as applicable) of a Mandate, that the Company provides a written notice (a “Consent Notice”) to the Client of such Mandate stating that such Client’s affirmative written consent with respect to the Transactions will be deemed to have been granted, including for purposes of the Advisers Act, if such Client (or an investor or investors in a pooled investment vehicle that is a Client, as applicable) has not objected in writing to the assignment of its Mandate or the Transactions by a date that is at least forty-five (45) days after the provision of the Consent Notice.

“New Mandate” means a Mandate that is entered into following the Base Date and before the Closing Date in accordance with Section 6.01 of the Agreement. A commitment of capital or renewal or extension of such commitment, or contributions or withdrawals of capital from a Base Date Existing Mandate, in each case in accordance with Section 6.01 of the Agreement, shall be deemed not to constitute a New Mandate.

“New Mandate Start Date” means, with respect a New Mandate, the date that such New Mandate is established.

“Related Client” means (a) any Acquired Company and (b) any employee of any Acquired Company and any of their Family Related Parties; provided that Revenue Run Rate of a Related Client shall not include amounts invested by any Acquired Company as of the Base Date in Sculptor Alternative Solutions, LLC or any CLO.

“Revenue Run Rate” means, with respect to any Mandate as of any date of determination, the aggregate annualized investment advisory, investment management or sub-advisory fees payable to the Company, any Operating Partnership or their respective wholly-owned Subsidiaries in respect of such Mandate as of such date of determination under the applicable Investment Advisory Arrangement, in each case, (i) excluding any carried interest or similar performance-based fees, incentive fees, transaction or similar fees, and any non-recurring fees based upon a discrete transaction (such as distribution fees, securities lending fees, broker-dealer fees, registration and filing fees), (ii) after reduction for any fee rebates, fee waivers, expense reimbursement (or assumption) arrangements or discounts or similar offsets as of such date of determination, (iii) net of any sub-advisory fees paid to a Person other than the Company, any Operating Partnership or their respective Subsidiaries and (iv) calculated consistent with (A) for the Consenting Client Revenue Run Rate, the provisions set forth in such definition (which, for the avoidance of doubt, supersede the methodology under the applicable Investment Advisory Arrangement to the extent set forth in such definition) and (B) subject to the immediately preceding clause (A), the calculation principles utilized in calculating the Adjusted Base Date Revenue Run Rate and the other amounts set forth on the Revenue Run Rate Schedule.

“Revenue Run Rate Schedule” means the schedule set forth on Annex A hereto.

“Termination Event” means, with respect to a Mandate, that (a) the applicable Client (or, as applicable, the board of directors or trustees, advisory committee or investors thereof) of such Mandate has provided written notice to the Company, any Operating Partnership or any of their respective wholly-owned Subsidiaries (that has not been withdrawn) (i) that it is terminating such Mandate in accordance with its Fund Documentation, (ii) that it intends to withdraw its

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Client Consent or (iii) that it is seeking the acceleration or early termination of the investment or commitment period or term of the Fund (prior to the natural expiry of such investment or commitment period or term) applicable to such Mandate in a manner permitted by the applicable Fund Documentation or (b) with respect to a Client that is a Fund, that there has been a key-man (or similar) event or an event constituting cause, disabling conduct, the requisite grounds for no-fault removal of the general partner or managing member (or equivalent) or no-fault termination under such Fund’s Fund Documentation, in each case under this clause (b), that (A) has been determined to have occurred pursuant to the requisite vote or other procedures provided for under such Fund’s Fund Documentation if required, (B) has not been cured or waived in accordance with such Fund’s Fund Documentation, and (C) results in the early or accelerated termination of the investment or commitment period, term or dissolution of such Fund.

*  *  *

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED BY-LAWS

OF

SCULPTOR CAPITAL MANAGEMENT, INC.

A Delaware Corporation

Effective September 12, 2019, as amended July 23, 2023

TABLE OF CONTENTS

		Page
ARTICLE I
OFFICES
Section 1.	Registered Office, Registered Agent and Other Offices		1
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1.	Place of Meetings		1
Section 2.	Annual Meetings		1
Section 3.	Special Meetings		2
Section 4.	Notice		2
Section 5.	Adjournments		2
Section 6.	Quorum		2
Section 7.	Voting		3
Section 8.	Proxies		3
Section 9.	Nature of Business at Meetings of Stockholders and Nomination of Directors		3
Section 10.	List of Stockholders Entitled to Vote		5
Section 11.	Record Date		5
Section 12.	Stock Ledger		6
Section 13.	Conduct of Meetings		6
Section 14.	Inspectors of Election		6
Section 15.	No Cumulative Voting Rights		6
Section 16.	Notice of Internet Availability of Proxy Materials		6
ARTICLE III
DIRECTORS
Section 1.	Number and Election of Directors		7
Section 2.	Vacancies		7
Section 3.	Duties and Powers		7
Section 4.	Meetings		9
Section 5.	Organization		9
Section 6.	Resignations of Directors		9
Section 7.	Quorum		10
Section 8.	Actions of the Board by Written Consent		10
Section 9.	Meetings by Means of Conference Telephone		10
Section 10.	Committees		10
Section 11.	Compensation		11
Section 12.	Interested Directors		11

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ARTICLE IV
OFFICERS
Section 1.	General	11
Section 2.	Removal and Resignation	12
Section 3.	Voting Securities Owned by the Corporation	12
Section 4.	Chairman of the Board of Directors and Chief Executive Officer	12
Section 5.	Senior Officers	12
Section 6.	Chief Legal Officer and Chief Compliance Officer	13
Section 7.	Treasurer and Assistant Treasurer	13
Section 8.	Secretary and Assistant Secretary	13
Section 9.	Other Officers	13
ARTICLE V
STOCK
Section 1.	Shares of Stock	14
Section 2.	Lost or Mutilated Certificates	14
Section 3.	Transfers	15
Section 4.	Dividend Record Date	15
Section 5.	Record Owners	15
Section 6.	Book-Entry Transfer of Shares	15
Section 7.	Splits and Combinations	15
ARTICLE VI
NOTICES
Section 1.	Notices	16
Section 2.	Waivers of Notice	17
ARTICLE VII
GENERAL PROVISIONS
Section 1.	Disbursements	17
Section 2.	Fiscal Year	17
Section 3.	Corporate Seal	17
Section 4.	Title to Corporation Assets	17
Section 5.	Construction	17
Section 6.	Incorporation	17
Section 7.	Acquisitions by Sculptor Corp.	18
Section 8.	Records and Accounting	18
Section 9.	Class B Shareholders Agreement and Governance Agreement	18
Section 10.	Invalidity of Provisions	18
Section 11.	Relationship with the Sculptor Operating Group	18
Section 12.	Reports	21
Section 13.	Tax Returns	21
Section 14.	Definitions	21

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ARTICLE VIII
INDEMNIFICATION
Section 1.	Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation	24
Section 2.	Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation	25
Section 3.	Authorization of Indemnification	25
Section 4.	Good Faith Defined	25
Section 5.	Indemnification by a Court	26
Section 6.	Expenses Payable in Advance	26
Section 7.	Nonexclusivity of Indemnification and Advancement of Expenses	26
Section 8.	Insurance	26
Section 9.	Certain Definitions	27
Section 10.	Survival of Indemnification and Advancement of Expenses	27
Section 11.	Limitation on Indemnification	27
Section 12.	Indemnification of Employees and Agents	27
ARTICLE IX
AMENDMENTS
Section 1.	General	28
Section 2.	Super-Majority Amendments	28
Section 3.	Amendments to be Adopted Solely by the Board of Directors	28
Section 4.	Amendment Requirements	29
ARTICLE X
FORUM SELECTION
Section 1.	Forum Selection	30

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AMENDED AND RESTATED BY-LAWS

OF

SCULPTOR CAPITAL MANAGEMENT, INC.

(hereinafter called the “Corporation”)

ARTICLE I

OFFICES

Section 1. Registered Office, Registered Agent and Other Offices. The registered office of the Corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent for service of process on the Corporation in the State of Delaware at such registered office shall be The Corporation Trust Company. The principal office of the Corporation shall be located at 9 West 57th Street, New York, New York 10019 or such other place as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time designate by notice to the stockholders. The Corporation may maintain offices at such other place or places within or outside the State of Delaware as the Board of Directors determines to be necessary or appropriate.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of Meetings. The Board of Directors shall designate the place of meeting, either within or without the State of Delaware, for any annual meeting of stockholders or for any special meeting of stockholders. If no designation is made by the Board of Directors, the place of meeting shall be the principal office of the Corporation.

Section 2. Annual Meetings. All acts of stockholders to be taken hereunder, or under the certificate of incorporation of the Corporation, as amended and restated from time to time (the “Certificate of Incorporation”), the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise, shall be taken in the manner provided in this Article II. An annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such time and place as the Board of Directors shall specify. Subject to the provisions of the DGCL or if otherwise authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt in accordance with the DGCL, stockholders and proxyholders not physically present at a meeting of stockholders may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting. A failure to hold the annual meeting of stockholders at the designated time or to elect a sufficient number of directors to conduct the business of the Corporation shall not affect otherwise valid acts of the Corporation or result in a forfeiture or dissolution of the Corporation. If the annual meeting for election of directors is not held on the date designated therefor, the directors shall cause the meeting to be held as soon as is convenient. If there is a failure to hold the annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the last annual meeting, the Delaware Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the Record Date for determination of stockholders entitled to vote, and the form of notice of such meeting.

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Section 3. Special Meetings. Unless otherwise required by law or by the Certificate of Incorporation, special meetings of stockholders, for any purpose or purposes, may be called only by the Board of Directors, except if one or more Class B Shareholders collectively own a majority of Outstanding Voting Shares, such Class B Shareholders (or their designee(s), including the Class B Shareholder Committee) may call a special meeting of stockholders (a “Class B Called Special Meeting”). Such request shall state the purpose or purposes of the proposed meeting. At a special meeting of stockholders, only such business shall be conducted as shall be specified in the notice of meeting (or any supplement thereto), subject to Section 9 of this Article II.

Section 4. Notice. Notice, stating the place, day and hour of any annual or special meeting of the stockholders, as determined by the Board of Directors, and (i) in the case of a special meeting of stockholders, the purpose or purposes for which the meeting is called, as determined by the Board of Directors or, for any Class B Called Special Meeting, by the Class B Shareholders as contemplated by Article II Section 3, if applicable, or (ii) in the case of an annual meeting of stockholders, those matters that the Board of Directors, at the time of giving the notice, intends to present for action by the stockholders, shall be delivered by the Corporation not less than 10 calendar days nor more than 60 calendar days before the date of the meeting, in a manner and otherwise in accordance with Article VI Section 1 to each Record Holder, as of the applicable Record Date for such meeting, of shares entitled to vote at such meeting. Such further notice shall be given as may be required by Delaware or applicable federal law or any exchange on which any shares are then listed. The notice of any meeting of the stockholders at which directors are to be elected shall include the name of any nominee or nominees who, at the time of the notice, the Board of Directors intends to present for election. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Any previously scheduled meeting of the stockholders may be postponed, and any special meeting of the stockholders may be canceled, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of the stockholders.

Section 5. Adjournments. Any meeting of the stockholders may be adjourned by the chairman of the meeting from time to time to reconvene at the same or some other place and at such time and date as announced at such meeting. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 30 days or if a new Record Date and notice is required under applicable law or these By-Laws. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article II.

Section 6. Quorum. Unless otherwise required by applicable law, the Certificate of Incorporation or these By-Laws, at any meeting of the stockholders, the holders of a majority of the Outstanding Voting Shares of the class or classes or series of the Corporation’s capital stock entitled to vote at such meeting represented in person or by proxy shall constitute a quorum of such class or classes or series unless any such action by the stockholders requires approval by holders of a greater percentage of Outstanding Voting Shares, in which case the quorum shall be such greater percentage. The submission of matters to stockholders for approval and the election of directors shall occur only at a meeting of the stockholders duly called and held in accordance with these By-Laws at which a quorum is present; provided, however, that the stockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by the percentage of Outstanding Voting Shares required under applicable law, the Certificate of Incorporation or these By-Laws.

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Section 7. Voting. All matters (other than the election of directors) submitted to stockholders for approval shall be determined by a majority of the votes cast affirmatively or negatively by stockholders holding Outstanding Voting Shares unless a greater percentage is required with respect to such matter under applicable law, under the rules of any National Securities Exchange on which the shares are listed for trading, or under the provisions of the Certificate of Incorporation or these By-Laws, in which case the approval of stockholders holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage shall be required. Unless otherwise provided in the Certificate of Incorporation, and subject to Section 11 of this Article II, each stockholder represented at a meeting of the stockholders shall be entitled to cast one (1) vote for each share of the capital stock entitled to vote thereat held by such stockholder. Such votes may be cast in person or by proxy as provided in Section 8 of this Article II. All elections of directors will be by written ballots; if authorized by the Board of Directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be reasonably determined that the electronic transmission was authorized by the stockholder or proxyholder.

Section 8. Proxies. Each stockholder entitled to vote at a meeting of the stockholders may authorize another person or persons to act for such stockholder as proxy, but no such proxy shall be voted upon after three years from its date, unless such proxy provides for a longer period. Without limiting the manner in which a stockholder may authorize another person or persons to act for such stockholder as proxy, the following shall constitute a valid means by which a stockholder may grant such authority:

(i) A stockholder may execute a writing authorizing another person or persons to act for such stockholder as proxy. Execution may be accomplished by the stockholder or such stockholder’s authorized officer, director, employee or agent signing such writing or causing such person’s signature to be affixed to such writing by any reasonable means, including, but not limited to, by facsimile signature.

(ii) A stockholder may authorize another person or persons to act for such stockholder as proxy by transmitting or authorizing the transmission of an electronic transmission (including email) to the person who will be the holder of the proxy or to a proxy solicitation firm, proxy support service organization or like agent duly authorized by the person who will be the holder of the proxy to receive such transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder. If it is determined that such electronic transmissions are valid, the inspectors or, if there are no inspectors, such other persons making that determination shall specify the information on which they relied.

Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission authorizing another person or persons to act as proxy for a stockholder may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used; provided, however, that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.

Section 9. Nature of Business at Meetings of Stockholders and Nomination of Directors. (a) Subject to Article III of these By-Laws and the nominating rights of the Class B Shareholder Committee under the Class B Shareholders Agreement, nominations of Persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders (i) pursuant to the Corporation’s notice of meeting delivered pursuant to Article II Section 4 of these By-Laws, (ii) by or at the direction of the Board of Directors, or (iii) by any holder of Outstanding Voting Shares who is entitled to vote at the meeting, who complied with the notice procedures set forth in paragraphs (b) (or (b) and (c)), as applicable, of this Section 9 and who is a Record Holder of Outstanding Voting Shares as of the applicable Record Date for such meeting and at the time such notice is delivered to the Secretary of the Corporation.

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(b) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to Article II Section 9(a), the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred twenty (120) days prior to the anniversary of the date on which the Corporation first made publicly available (whether by mailing, by filing with the Commission or by posting on an internet web site) its proxy materials for the immediately preceding annual meeting of stockholders; provided, however, that if any annual meeting is to be held on a date that is more than thirty (30) days before or after the anniversary of the previous year’s annual meeting, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which public disclosure of the date of the annual meeting is first made (which may be the date on which proxy materials for such meeting are first mailed). In no event shall the public announcement or postponement of an annual meeting commence a new time period for the giving of a stockholder’s notice as described in this Section 9(b). Such stockholder’s notice shall set forth: (A) with respect to nominations for election or reelection of directors, as to each Person whom the stockholder proposes to nominate, all information relating to such Person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case, pursuant to Regulation 14A under the Exchange Act, including rules with respect to contested elections thereunder and including such Person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (B) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the Beneficial Owner, if any, on whose behalf the proposal is made and (C) as to the stockholder giving the notice and the Beneficial Owner, if any, on whose behalf the nomination or proposal is made, the name and address of such stockholder and of any such Beneficial Owner, as they appear on the Corporation’s books, and the class or series and number of shares of the Corporation which are owned beneficially and of record by such stockholder and any such Beneficial Owner. Proposals for actions must be a proper matter for stockholder action under these By-Laws and the DGCL.

(c) Notwithstanding anything in the second sentence of Article II Section 9(b) to the contrary, if the number of directors to be elected to the Board of Directors is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors made by the Corporation at least 90 days prior to the anniversary of the date on which the Corporation first made publicly available (whether by mailing, by filing with the Commission or by posting on an internet web site) its proxy materials for the immediately preceding annual meeting of stockholders, then a stockholder’s notice required by this Section shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the tenth (10th) day following the day on which a public announcement regarding such increase is first made by the Corporation.

(d) Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting pursuant to Article II Section 4 of these By-Laws. Nominations of Persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (i) by or at the direction of the Board of Directors, (ii) by any holder of Outstanding Voting Shares who is entitled to vote at the meeting, who complied with the notice procedures set forth in paragraph (b) or (b) and (c), as applicable, of this Section 9 and has otherwise complied with Regulation 14A under the Exchange Act, including rules with respect to contested elections thereunder. Nominations by stockholders of Persons for election to the Board of Directors may be made at such a special meeting of stockholders if the stockholder’s notice as required by Article II Section 9(b) shall be delivered to the

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Secretary of the Corporation not earlier than the 90th day prior to such special meeting and not later than the close of business on the later of (x) the 70th day prior to such special meeting or (y) the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.

(e) Except to the extent otherwise provided in Article III with respect to vacancies and subject to the rights of the Class B Shareholder Committee to nominate Persons for election to the Board of Directors, only Persons who are nominated in accordance with the procedures set forth in this Section shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 9. Except as otherwise provided herein or required by law, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made in accordance with the procedures set forth in this Section 9 and, if any proposed nomination or business is not in compliance with this Section 9, to declare that such defective proposal or nomination shall be disregarded.

(f) Notwithstanding the foregoing provisions of this Section 9, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 9. Nothing in this Section 9 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act (or any successor provision of law).

Section 10. List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

Section 11. Record Date. For purposes of determining the stockholders entitled to notice of or to vote at a meeting of the stockholders, the Board of Directors may set a Record Date, which shall not be less than 10 nor more than 60 days before the date of the meeting (subject to compliance with any rule, regulation, guideline or requirement of any National Securities Exchange on which the shares are listed for trading). If no Record Date is fixed by the Board of Directors, the Record Date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given. A determination of Record Holders entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment or postponement of the meeting; provided, however, that the Board of Directors may fix a new Record Date for the adjourned or postponed meeting. Only those Record Holders of Outstanding Voting Shares on the Record Date set pursuant to this Section 11 shall be entitled to notice of, and to vote at, a meeting of stockholders or to act with respect to matters as to which the holders of the Outstanding Voting Shares have the right to vote or to

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act. All references in these By-Laws to votes of, or other acts that may be taken by, the Outstanding Voting Shares shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Voting Shares on such Record Date. With respect to Outstanding Voting Shares that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Outstanding Voting Shares are registered, such other Person shall, in exercising the voting rights in respect of such Outstanding Voting Shares on any matter, and unless the arrangement between such Persons provides otherwise, vote such Outstanding Voting Shares in favor of, and at the direction of, the Person who is the Beneficial Owner, and the Corporation shall be entitled to assume it is so acting without further inquiry.

Section 12. Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 10 of this Article II or the books of the Corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 13. Conduct of Meetings. To the extent permitted by applicable law, the Board of Directors shall have full power and authority concerning the manner of conducting any meeting of the stockholders, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of this Article II, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The Board of Directors shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Corporation maintained by the Board of Directors. The Board of Directors may make such other regulations consistent with applicable law, the Certificate of Incorporation and these By-Laws as it may deem advisable concerning the conduct of any meeting of the stockholders, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes, the submission and examination of proxies and other evidence of the right to vote.

Section 14. Inspectors of Election. The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the chairman of the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by a duly appointed inspector or inspectors.

Section 15. No Cumulative Voting Rights. Neither the holders of shares of Class A common stock, par value $0.01 per share (the “Class A Common Stock”), nor the holders of shares of Class B common stock, par value $0.01 per share (the “Class B Common Stock”), nor any other shares of capital stock of the Corporation, shall have cumulative voting rights.

Section 16. Notice of Internet Availability of Proxy Materials. Pursuant to and subject to the provisions of Rule 14a-16 under the Exchange Act, the Corporation may, but is not required to, utilize a Notice of Internet Availability of Proxy Materials, as described in such rule, in conjunction with proxy material posted to an Internet site, in order to furnish any proxy or related material to stockholders pursuant to Regulation 14A under the Exchange Act.

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ARTICLE III

DIRECTORS

Section 1. Number and Election of Directors. The Board of Directors shall consist of not fewer than one nor more than fifteen members, the exact number of which shall initially be seven and thereafter from time to time fixed by the Board of Directors, provided that for so long as the Class B Shareholder Committee shall have the right to designate nominees to the Board of Directors under the Class B Shareholders Agreement, the number of directors may not be increased beyond seven without Class B Consent. The directors shall be divided into three (3) classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. The initial division of the Board of Directors into classes shall be as set forth in the Certificate of Incorporation. The term of the initial Class I directors shall terminate on the date of the 2020 annual meeting of stockholders; the term of the initial Class II directors shall terminate on the date of the 2021 annual meeting of stockholders; and the term of the initial Class III directors shall terminate on the date of the 2019 annual meeting of stockholders or, in each case, upon such director’s earlier death, resignation or removal. At each succeeding annual meeting of stockholders beginning in 2019, successors to the class of directors whose term expires at that annual meeting of stockholders shall be elected for a three-year term and until their successors are duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class or from the removal from office, death, disability, resignation or disqualification of a director or other cause shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors have the effect of removing or shortening the term of any incumbent director. Directors need not be stockholders. The directors shall be elected by a plurality of the votes cast at the annual meeting of stockholders, except as provided in Section 2 of this Article III, and each director elected shall hold office until the third succeeding meeting next after such director’s election and until such director’s successor is duly elected and qualified, or until such director’s death or until such director resigns or is removed in the manner provided in the Certificate of Incorporation or these By-Laws.

Section 2. Vacancies. Unless otherwise required by law and subject to Article III Section 1 and the Class B Shareholders Agreement, any vacancy on the Board of Directors that results from newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, provided that a quorum is present, and any other vacancies may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Any director of any class elected to fill a vacancy resulting from an increase in the number of directors of such class shall hold office for a term that shall coincide with the remaining term of that class and until such director’s successor is duly elected or appointed and qualified, or until his or her earlier death, resignation or removal. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of such director’s predecessor and until such director’s successor is duly elected or appointed and qualified, or until his or her earlier death, resignation or removal. If there are no directors in office, then an election of directors shall be held in the manner provided by the DGCL and these By-Laws.

Section 3. Duties and Powers. Except as otherwise expressly provided in these By-Laws, the business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors. As provided in Article IV, Section 1, the Board of Directors shall have the power and authority to appoint Officers of the Corporation. No stockholder, by virtue of its status as such, shall have any management power over the business and affairs of the Corporation or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Corporation. In addition to the powers that now or hereafter can be granted to directors under the DGCL and to all other powers granted under any other provision of these By-Laws, to the extent permitted by applicable law, the Board of Directors shall have full power and authority to do, and to direct the Officers and other duly authorized employees, agents and representatives of the Corporation to do, all things on such terms as it determines to be necessary or

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appropriate to conduct the business of the Corporation, to exercise all powers set forth in Article THIRD of the Certificate of Incorporation and to effectuate the purposes set forth in Article THIRD of the Certificate of Incorporation, subject to any required approvals pursuant to the Certificate of Incorporation, these By-Laws, the Class B Shareholders Agreement or otherwise, including the following:

(a) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into shares, and the incurring of any other obligations;

(b) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Corporation;

(c) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Corporation or the merger or other combination of the Corporation with or into another Person (subject, however, to any prior approval of stockholders that may be required by the Certificate of Incorporation, these By-Laws or pursuant to applicable law);

(d) the use of the assets of the Corporation (including cash on hand) for any purpose consistent with applicable law and the terms of the Certificate of Incorporation or these By-Laws, including the financing of the conduct of the operations of the Corporation and its Subsidiaries; the lending of funds to other Persons (including other Group Members); the repayment of obligations of the Corporation and its Subsidiaries; and the making of capital contributions to any of its Subsidiaries;

(e) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Corporation under contractual arrangements to all or particular assets of the Corporation);

(f) the declaration and payment of distributions of cash or other assets to stockholders;

(g) the selection and dismissal of Officers, employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring, and the creation and operation of employee benefit plans, employee programs and employee practices;

(h) the maintenance of insurance for the benefit of the Group Members and the Indemnified Persons;

(i) the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement;

(j) the control of any matters affecting the rights and obligations of the Corporation, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation;

(k) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(l) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the shares from, or requesting that trading be suspended on, any such exchange;

(m) the issuance, sale or other disposition, and the purchase or other acquisition, of shares or options, rights, warrants or appreciation rights relating to shares;

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(n) the undertaking of any action in connection with the Corporation’s interest or participation in any Group Member;

(o) the registration of any offer, issuance, sale or resale of shares or other securities issued or to be issued by the Corporation under the Securities Act and any other applicable securities laws (including any resale of shares or other securities by stockholders or other securityholders); and

(p) the execution and delivery of agreements with Affiliates of the Corporation, including to render services to a Group Member.

In exercising its authority under these By-Laws, the Board of Directors may, but shall be under no obligation to, take into account the tax consequences to any stockholder of any action taken (or not taken) by it.

Section 4. Meetings. The Board of Directors and any committee thereof may hold meetings, both regular and special, either within or without the State of Delaware. A regular meeting of the Board of Directors shall be held without any other notice than these By-Laws, immediately after, and at the same place (if any) as, each annual meeting of stockholders, unless otherwise determined by the Chairman of the Board of Directors (the “Chairman of the Board”). The Board of Directors may, by resolution, provide the time and place (if any) for the holding of additional regular meetings without any other notice (including any notice to stockholders) than such resolution. Unless otherwise determined by the Board of Directors, the Secretary of the Corporation shall act as Secretary at all regular meetings of the Board of Directors and in the Secretary’s absence a temporary Secretary or Assistant Secretary shall be appointed by the chairman of the meeting. Special meetings of the Board of Directors may be called by any member of the Board of Directors, the Chief Executive Officer or, upon a resolution adopted by the Board of Directors, by the Secretary or Assistant Secretary on twenty-four (24) hours’ notice to each director, either personally or by telephone or by mail or electronic transmission (including by email), or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances; special meetings shall be called by the Chairman of the Board, the Chief Executive Officer or the Secretary in like manner and on like notice on the written request of two (2) directors. Notice of any such meeting need not be given to any director, however, if waived by such director in writing or by electronic transmission (including by email), or if such director shall be present at such meeting.

Section 5. Organization. The Board of Directors may elect one of its members as Chairman of the Board. At each meeting of the Board of Directors, the Chairman of the Board or, in the Chairman of the Board’s absence, a director chosen by a majority of the directors present, shall act as chairman of the meeting. The Secretary of the Corporation shall act as secretary at each meeting of the Board of Directors. In case the Secretary shall be absent from any meeting of the Board of Directors, an Assistant Secretary shall perform the duties of secretary at such meeting; and in the absence from any such meeting of the Secretary and all the Assistant Secretaries, the chairman of the meeting may appoint any person to act as secretary of the meeting. At each meeting of a committee of the Board of Directors, the chairman of such committee or, in such chairman’s absence, a committee member chosen by a majority of the committee members present, shall act as chairman of the committee meeting.

Section 6. Resignations of Directors. Any director may resign at any time by giving notice of such director’s resignation in writing or by electronic transmission to the Chairman of the Board, if there be one, the Chief Executive Officer and the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Corporation. Unless otherwise specified therein, the acceptance of such resignation by the Board of Directors shall not be necessary to make it effective. The vacancy in the Board of Directors caused by any such resignation shall be filled by the Board of Directors as provided in Article III Section 2.

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Section 7. Quorum. Except as otherwise required by law, or the Certificate of Incorporation or the rules and regulations of any securities exchange or quotation system on which the Corporation’s securities are listed or quoted for trading, at all meetings of the Board of Directors or any committee thereof, a majority of the directors then in office or a majority of the directors constituting such committee, as the case may be, shall constitute a quorum for the transaction of business, the act of a majority of the directors or committee members present at any meeting at which there is a quorum shall be the act of the Board of Directors or such committee, as applicable, and each director or committee member, as applicable, shall be entitled to one vote on each matter submitted for approval at such meeting of the Board of Directors or committee thereof, as applicable. If a quorum shall not be present at any meeting of the Board of Directors or any committee thereof, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 8. Actions of the Board by Written Consent. Unless otherwise provided in the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting by the Board of Directors or any committee thereof, as the case may be, may be taken without a meeting if a consent thereto is signed or transmitted electronically, as the case may be, by all members of the Board of Directors or of such committee, as the case may be, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 9. Meetings by Means of Conference Telephone. Unless otherwise provided in the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Section 10. Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the then total number of members of the Board of Directors, designate one or more committees consisting of one or more directors of the Corporation, which, to the extent permitted by law and provided in such resolution or resolutions, shall have and may exercise, subject to the provisions of these By-Laws, the DGCL and the Certificate of Incorporation, the powers and authority of the Board of Directors granted hereunder; but no such committee shall have the power to fill vacancies in the Board of Directors or any committee or in their respective membership, to approve or adopt, or recommend to the stockholders, any action or matter, other than the election or removal of directors, expressly required by these By-Laws, the DGCL and the Certificate of Incorporation, to be submitted to stockholders for their approval, or to authorize the issuance of shares, except that such a committee may, to the extent permitted by law and provided in such resolutions, (a) grant and authorize options and other rights with respect to the shares pursuant to and in accordance with any plan or authorizing resolutions approved by the Board of Directors and (b) function as the pricing committee with respect to any offering of shares authorized by the Board of Directors. Each member of a committee must meet the requirements for membership, if any, imposed by applicable law and the rules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of all the members of any such committee may determine its action and fix the time and place, if any, of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power to change the

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members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time. The Secretary of the Corporation shall act as Secretary of any committee, unless otherwise provided by the Board of Directors or the committee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, or if none be so appointed the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and proceedings and report the same to the Board of Directors at the next meeting thereof.

Section 11. Compensation. Unless otherwise expressly provided by resolution adopted by the Board of Directors, none of the directors shall, as such or in his or her capacity as a member of any committee of the Board of Directors, receive any stated remuneration for such director’s services; but the Board of Directors may at any time and from time to time by resolution provide that a specified sum shall be paid to any director, payable in cash or securities, either as such director’s annual remuneration as such director or member of any special or standing committee of the Board of Directors or as remuneration for such director’s attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise provide that the Corporation shall reimburse each director for any expenses paid by such director on account of such director’s attendance at any meeting. Nothing in this Section 11 shall be construed to preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

Section 12. Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because any such director’s or officer’s vote is counted for such purpose if: (i) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (ii) the material facts as to the director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (iii) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

ARTICLE IV

OFFICERS

Section 1. General. The Board of Directors shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board of Directors. Such Persons so designated by the Board of Directors shall be referred to as “Officers.” Unless provided otherwise by resolution of the Board of Directors, the Officers shall have the titles, power, authority and duties described in this Article IV. The Officers of the Corporation may include a Chairman of the Board, a Vice Chairman, a Chief Executive Officer, a Chief Operating Officer, a Chief Financial Officer, a Chief Legal Officer, a

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Chief Compliance Officer, one or more Executive Managing Directors, one or more Presidents or Co-Presidents, one or more Vice Presidents (who may be further classified by such descriptions as “executive,” “senior,” “assistant” or otherwise, as the Board of Directors shall determine), a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers. Officers shall be appointed by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders and as necessary to fill vacancies. Each Officer shall hold office until his or her successor is elected and qualified or until his or her earlier death, resignation or removal. Any number of offices may be held by the same Person. The compensation of Officers elected by the Board of Directors shall be fixed from time to time by the Board of Directors, a committee thereof or by such Officers as may be designated by resolution of the Board of Directors.

Section 2. Removal and Resignation. Any Officer may resign at any time upon written notice to the Corporation. Any Officer, agent or employee of the Corporation may be removed by the Board of Directors with or without cause at any time, subject to the approval rights granted to the Class B Shareholders pursuant to the Class B Shareholders Agreement. The Board of Directors may delegate to such Officers as determined by the Board of Directors the power of removal as to Officers, agents and employees who have not been appointed by the Board of Directors. Such removal shall be without prejudice to a Person’s contract rights, if any, but the appointment of any Person as an Officer, agent or employee of the Corporation shall not of itself create contract rights.

Section 3. Voting Securities Owned by the Corporation. Unless otherwise directed by the Board of Directors, powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the Chief Financial Officer or any other officer authorized to do so by the Board of Directors, and the Chief Executive Officer, the Chief Financial Officer and any other officer authorized by the Board of Directors shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders for, or with respect to, any action of equity holders of any other entity in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities in such other entities.

Section 4. Chairman of the Board of Directors and Chief Executive Officer. The Chairman of the Board of Directors shall be the Chief Executive Officer of the Corporation unless the Board of Directors elects another Officer as Chief Executive Officer. Subject to the oversight of the Board of Directors, the Chief Executive Officer shall have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; he or she may employ and discharge employees and agents of the Corporation except such as shall be appointed by the Board of Directors, and he or she may delegate these powers; and he or she may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation, and shall have such other powers and duties as designated in accordance with these By-Laws and as from time to time may be assigned to him or her by the Board of Directors. If elected by a majority of directors then in office, the Chairman of the Board of Directors shall preside at all meetings of the stockholders and of the Board of Directors; and shall have such other powers and duties as designated in these By-Laws and as from time to time may be assigned to him or her by the Board of Directors.

Section 5. Senior Officers. Unless the Board of Directors otherwise determines, the Chief Operating Officer, the Chief Financial Officer and every President and Co-President shall have the authority to agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation, subject to the limitations set forth herein. Unless the Board of Directors otherwise determines, in the absence of the Chairman of the Board of Directors or if there be no Chairman of the

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Board of Directors, the Board of Directors may designate the Chief Financial Officer, the Chief Operating Officer, a President or a Co-President to preside at all meetings of the stockholders and (should he or she be a director) of the Board of Directors. The Chief Operating Officer, Chief Financial Officer and each President and Co-President shall have such other powers and duties as designated in accordance with these By-Laws and as from time to time may be assigned to him or her by the Board of Directors. In the absence of a Chief Financial Officer, Chief Operating Officer, President or Co-President, or in the event of an inability or refusal of the Chief Financial Officer, Chief Operating Officer and all Presidents and Co-Presidents to act, an Executive Managing Director or a Vice President designated by the Board of Directors shall perform the duties of a President, and when so acting shall have all the powers of and be subject to all the restrictions upon a President. In the absence of a designation by the Board of Directors of an Executive Managing Director or a Vice President to perform the duties of a President, or in the event of his or her absence or inability or refusal to act, the Executive Managing Director or Vice President who is present and who is senior in terms of uninterrupted time as an Executive Managing Director or Vice President of the Corporation shall so act. An Executive Managing Director or Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. Unless otherwise provided by the Board of Directors, each Executive Managing Director or Vice President will have authority to act within his or her respective areas and to sign contracts relating thereto.

Section 6. Chief Legal Officer and Chief Compliance Officer. The Chief Legal Officer and the Chief Compliance Officer shall have responsibility for the legal affairs and compliance matters, respectively, of the Corporation and shall have such other powers and duties as designated in these By-Laws and as from time to time may be assigned to the Chief Legal Officer or Chief Compliance Officer, respectively, by the Board of Directors. The Chief Legal Officer and the Chief Compliance Officer shall perform all acts incident to their positions, subject to the control of the Chief Executive Officer and the Board of Directors.

Section 7. Treasurer and Assistant Treasurer. The Treasurer (or Chief Financial Officer in the absence of a Treasurer) shall have responsibility for the custody and control of all the funds and securities of the Corporation and shall have such other powers and duties as designated in these By-Laws and as from time to time may be assigned to the Treasurer by the Board of Directors. The Treasurer shall perform all acts incident to the position of Treasurer, subject to the control of the Chief Executive Officer and the Board of Directors. Each Assistant Treasurer shall have the usual powers and duties pertaining to his or her office, together with such other powers and duties as designated in these By-Laws and as from time to time may be assigned to him or her by the Chief Executive Officer or the Board of Directors. The Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability or refusal to act. An Assistant Treasurer shall also perform such other duties as the Treasurer or the Board of Directors may assign to him or her.

Section 8. Secretary and Assistant Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. In the absence or inability to act of the Secretary, any Assistant Secretary may perform all the duties and exercise all the powers of the Secretary. The performance of any such duty shall, in respect of any other person dealing with the Corporation, be conclusive evidence of his or her power to act. An Assistant Secretary shall also perform such other duties as the Secretary or the Board of Directors may assign to him or her.

Section 9. Other Officers. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

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ARTICLE V

STOCK

Section 1. Shares of Stock. Notwithstanding anything to the contrary herein, unless the Board of Directors shall determine otherwise in respect of one or more classes or series of shares or as may be required by the Depository with respect to any specific class or series of shares, shares shall not be evidenced by physical Certificates. No stockholder shall have the right to require the Corporation to issue physical Certificates representing shares for any reason, except as may be required by applicable law. If the Board of Directors authorizes the issuance of shares to any Person in the form of physical Certificates, the Corporation shall issue one or more Certificates in the name of such Person evidencing the number of such shares being so issued. Certificates shall be executed on behalf of the Corporation by any two Authorized Signatories. If and to the extent a Transfer Agent has been appointed with respect to any class or series of shares, no Certificate representing such class or series of shares shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the Board of Directors elects to issue shares in global form, the Certificates representing shares shall be valid upon receipt of a certificate from the Transfer Agent certifying that the shares have been duly registered in accordance with the directions of the Corporation. Any or all of the signatures required on the Certificate may be by facsimile. If any Officer or Transfer Agent who shall have signed or whose facsimile signature shall have been placed upon any such Certificate shall have ceased to be such Officer or Transfer Agent before such Certificate is issued by the Corporation, such Certificate may nevertheless be issued by the Corporation with the same effect as if such Person were such Officer or Transfer Agent at the date of issue. Certificates for any class or series of shares shall be consecutively numbered and shall be entered on the books and records of the Corporation as they are issued and shall exhibit the holder’s name and number and type of shares. The use of facsimile signatures affixed in the name and on behalf of the Transfer Agent and registrar of the Corporation on certificates representing shares is expressly permitted by these By-Laws.

Section 2. Lost or Mutilated Certificates. If any mutilated Certificate is surrendered to the Corporation or the Transfer Agent, the appropriate Officers on behalf of the Corporation shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and class or series of shares as the Certificate so surrendered. The appropriate Officers on behalf of the Corporation shall execute, and the Transfer Agent shall countersign and deliver, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate: (i) makes proof by affidavit, in form and substance satisfactory to the Corporation, that a previously issued Certificate has been lost, destroyed or stolen; (ii) requests the issuance of a new Certificate before the Corporation has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim; (iii) if requested by the Corporation, delivers to the Corporation a bond, in form and substance satisfactory to the Corporation, with surety or sureties and with fixed or open penalty as the Corporation may direct to indemnify the Corporation and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and (iv) satisfies any other reasonable requirements imposed by the Corporation. If a stockholder fails to notify the Corporation within a reasonable time after he has notice of the loss, destruction or theft of a Certificate, and a transfer of the shares represented by the Certificate is registered before the Corporation or the Transfer Agent receives such notification, the stockholder shall be precluded from making any claim against the Corporation or the Transfer Agent for such transfer or for a new Certificate. As a condition to the issuance of any new Certificate under this Section 2, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

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Section 3. Transfers. The Corporation shall keep or cause to be kept on behalf of the Corporation a register (which may be in electronic form) that will provide for the registration and transfer of shares. The Board of Directors may appoint a Transfer Agent to act as registrar and transfer agent for the purpose of registering any class or series of shares and transfers of such class or series of shares as herein provided. For shares represented by Certificates, upon surrender of a Certificate for registration of transfer of any shares evidenced by a Certificate, the appropriate Officers of the Corporation shall execute and deliver, and in the case of shares for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the Record Holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of shares as were evidenced by the Certificate so surrendered, provided that a transferor shall provide the address and facsimile number for each such transferee as contemplated by Article VI Section 1. The Corporation shall not recognize any transfer of shares evidenced by Certificates until the Certificates evidencing such shares are surrendered for registration of transfer. No charge shall be imposed by the Corporation for such transfer; provided, that as a condition to the issuance of shares, whether or not such shares are evidenced by Certificates, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto.

Section 4. Dividend Record Date. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a Record Date, which Record Date shall not precede the date upon which the resolution fixing the Record Date is adopted, and which Record Date shall be not more than sixty (60) days prior to such action. If no Record Date is fixed, the Record Date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5. Record Owners. The Corporation shall be entitled to recognize the Record Holder as the owner of a share and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other Person, regardless of whether the Corporation shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such shares are listed for trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding shares, as between the Corporation on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such shares.

Section 6. Book-Entry Transfer of Shares. Nothing contained in these By-Laws shall preclude electronic book-entry only transfer of shares or the settlement of any transactions involving shares entered into through the facilities of the Depository or any National Securities Exchange on which such shares are listed for trading.

Section 7. Splits and Combinations. (a) Subject to the provisions of the DGCL, the Certificate of Incorporation, Article VII Section 11 of these By-Laws and paragraph (d) of this Article V Section 7, the Corporation may make a pro rata distribution of shares of any class or series to all Record Holders of such class or series of shares, or may effect a subdivision or combination of shares of any class or series so long as, after any such event, each stockholder shall have the same proportionate ownership of such class or series of shares of capital stock of the Corporation as before such event, and any amounts calculated on a per share basis or stated as a number of shares are proportionately adjusted.

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(b) Whenever such a distribution, subdivision or combination of shares is declared, the Board of Directors shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The Board of Directors also may cause a firm of independent public accountants selected by it to calculate the number of shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Board of Directors shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

(c) Promptly following any such distribution, subdivision or combination, the Corporation may issue Certificates to the Record Holders of shares evidenced by Certificates as of the applicable Record Date representing the new number of shares held by such Record Holders, or the Board of Directors may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of shares Outstanding, the Corporation shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate that was held by such Record Holder immediately prior to the applicable Record Date.

(d) The Corporation shall not issue fractional shares upon any distribution, subdivision or combination of shares.

ARTICLE VI

NOTICES

Section 1. Notices. Any notice, demand, request, report or proxy materials required or permitted to be given or made to a stockholder under these By-Laws shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written or electronic communication to the stockholder at the address described below. Any notice, payment or report to be given or made to a stockholder hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such shares at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Corporation, regardless of any claim of any Person who may have an interest in such shares by reason of any assignment or otherwise. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section 1 executed by the Corporation, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report addressed to a Record Holder at the address of such Record Holder appearing on the books and records of the Transfer Agent or the Corporation is returned by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver it, such notice, payment or report and any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Corporation of a change in his address) if they are available for the stockholder at the principal office of the Corporation for a period of one year from the date of the giving or making of such notice, payment or report to the other stockholders. Any notice to the Corporation shall be deemed given if received by the Secretary at the principal office of the Corporation designated pursuant to Article I Section 1. The Board of Directors and the Officers may rely and shall be protected in relying on any notice or other document from a stockholder or other Person if believed by it to be genuine.

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Section 2. Waivers of Notice. Whenever any notice is required by applicable law, the Certificate of Incorporation or these By-Laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Attendance of a person at a meeting, present in person or represented by proxy, shall constitute a waiver of notice of such meeting, except where the person attends the meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of stockholders or any regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice unless so required by law, the Certificate of Incorporation or these By-Laws.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 2. Fiscal Year. The fiscal year of the Corporation shall be a calendar year ending December 31, unless otherwise determined by the Board of Directors.

Section 3. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 4. Title to Corporation Assets. Title to Corporation assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Corporation as an entity, and no stockholder, director or officer, individually or collectively, shall have any ownership interest in such Corporation assets or any portion thereof. Title to any or all of the Corporation assets may be held in the name of the Corporation or one or more nominees, as the Board of Directors may determine. All Corporation assets shall be recorded as the property of the Corporation in its books and records, irrespective of the name in which record title to such Corporation assets is held.

Section 5. Construction. Unless the context requires otherwise: (a) any pronoun used in these By-Laws shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to Articles and Sections refer to Articles and Sections of these By-Laws; and (c) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation.

Section 6. Incorporation. The Corporation has been converted to, and incorporated as, a corporation pursuant to the provisions of the DGCL. Except as expressly provided to the contrary in the Certificate of Incorporation or these By-Laws, the rights, duties, liabilities and obligations of the stockholders and the administration, dissolution and termination of the Corporation shall be governed by the DGCL. All shares shall constitute personal property of the owner thereof for all purposes and a stockholder has no interest in specific Corporation property.

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Section 7. Acquisitions by Sculptor Corp. The Corporation shall not allow Sculptor Corp. to acquire an interest, directly or indirectly, in any entity without the prior written approval of the Class B Shareholder Committee (prior to the Transition Date (as defined in the Governance Agreement)) or the Board of Directors (on or after the Transition Date) if Class B Shareholders would be required to contribute funds in order for such Persons to maintain their respective ownership percentages in such entity.

Section 8. Records and Accounting. The Board of Directors shall keep or cause to be kept at the principal office of the Corporation appropriate books and records with respect to the Corporation’s business, including all books and records necessary to provide to the stockholders any information expressly required to be provided pursuant to these By-Laws or under applicable law. Although stockholders may request access to such information in accordance with applicable law, the Board of Directors, in its sole discretion, shall determine the time, place and manner upon which information shall be made available to stockholders to the extent permitted by law. Any books and records maintained by or on behalf of the Corporation in the regular course of its business, including the record of the stockholders, books of account and records of Corporation proceedings, may be kept on, or be in the form of, computer disks, hard drives, punch cards, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time.

Section 9. Class B Shareholders Agreement and Governance Agreement. The provisions of these By-Laws are subject to, and limited by, the provisions of the Class B Shareholders Agreement and the Governance Agreement, dated as of February 7, 2019 (the “Governance Agreement”), among the Corporation, Sculptor Corp., Och-Ziff Holding LLC, Sculptor Capital LP (f/k/a OZ Management LP, Sculptor Capital Advisors LP (f/k/a OZ Advisors LP), Sculptor Capital Advisors II LP (f/k/a OZ Advisors II LP) and Daniel S. Och, copies of which are available at the primary offices of the Corporation and copies of which shall be provided to any holder of shares of the Corporation, upon written request delivered to the Corporation’s Secretary.

Section 10. Invalidity of Provisions. If any provision of these By-Laws is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 11. Relationship with the Sculptor Operating Group. At all times prior to the Consent Termination Date, notwithstanding anything in the Certificate of Incorporation or these By-Laws to the contrary, unless the Corporation receives the prior written consent (or prior written waiver, as the case may be) of the Class B Shareholder Committee (prior to the Transition Date) acting pursuant to and in accordance with its authority under the Class B Shareholders Agreement or the Board of Directors (on or after the Transition Date) (the “Class B Consent”), the Corporation shall adhere to the following:

(a) The Corporation and its Subsidiaries (other than the Sculptor Operating Group and its Subsidiaries) shall not, directly or indirectly, enter into or conduct any business activity or transaction, or hold any assets other than (i) business conducted and assets held by the Sculptor Operating Group and its Subsidiaries, (ii) the ownership, acquisition and disposition of equity interests in Subsidiaries of the Corporation, (iii) the management of the business of the Sculptor Operating Group, either directly or through Subsidiaries, (iv) making loans and incurring indebtedness that is not prohibited under this Section 11, (v) the offering, sale, syndication, private placement or public offering of shares, bonds, other securities or other interests in compliance with this Section 11, (vi) subject to Section 11(b), any financing or refinancing of any type related to the Sculptor Operating Group, its Subsidiaries or any of their assets or activities, (vii) any activity or transaction contemplated by the Class B Shareholders Agreement, any Registration Rights Agreements, the Underwriting Agreement, the Tax Receivable Agreement or the Exchange Agreement, and (viii) such activities as are incidental to the foregoing.

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(b) The Corporation and its Subsidiaries (other than the Sculptor Operating Group and its Subsidiaries) shall not incur or guarantee any indebtedness other than (i) indebtedness incurred in connection with an exchange under the Exchange Agreement, and (ii) indebtedness to the Corporation or any of its Subsidiaries.

(c) The Corporation and its Subsidiaries (other than the Sculptor Operating Group and its Subsidiaries) shall not own any assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Sculptor Operating Group) other than equity interests in Subsidiaries permitted under this Section 11, loans, debt securities or other evidence of indebtedness permitted under this Section 11, and such cash and cash equivalents, bank accounts or similar instruments or accounts as the Board of Directors deems reasonably necessary for the Corporation and its Subsidiaries to pay their expenses and other liabilities, and carry out their respective responsibilities contemplated under these By-Laws.

(d) The Corporation shall, directly or indirectly through any combination of direct or indirect wholly owned Subsidiaries, maintain at all times ownership of 100% of the outstanding equity interests in Sculptor Corp. and shall not dispose of any interest in Sculptor Corp. or the Sculptor Operating Group. The Corporation and its Subsidiaries shall cause Sculptor Corp. to maintain at all times ownership of, and control the voting of, all outstanding Class B Units in the Sculptor Operating Group Entities, and shall not permit any Person (other than Sculptor Corp. or another direct or indirect wholly owned Subsidiary of the Corporation) to possess or exercise a right or ability to remove, replace, appoint or elect the general partner, managing member or similar Person of any Sculptor Operating Group Entity. The Corporation and its Subsidiaries (other than the Sculptor Operating Group and its Subsidiaries), including Sculptor Corp., shall not own any interest in any Person other than (i) the Sculptor Operating Group Entities or (ii) a wholly owned Subsidiary that, directly or indirectly through other wholly owned Subsidiaries, owns an interest in the Sculptor Operating Group Entities.

(e) If the Corporation issues any equity securities, including, without limitation, shares, options, rights, warrants or other securities exercisable to purchase shares or other equity securities of the Corporation (“Corporation Exercisable Securities”) or securities convertible into or exchangeable for shares or other equity securities of the Corporation (“Corporation Convertible Securities”), after the date hereof:

(i) The Corporation shall immediately contribute to Sculptor Corp. the cash proceeds, assets or other consideration received from the issuance of such securities, if any, and from the exercise of any Corporation Exercisable Securities, if any, but excluding any Corporation Convertible Securities surrendered for conversion or exchange (collectively, the “Equity Proceeds”);

(ii) The Corporation and its Subsidiaries shall cause Sculptor Corp. to immediately contribute to the Sculptor Operating Group Entities the Equity Proceeds received by Sculptor Corp. (allocated among the Sculptor Operating Group Entities in accordance with their relative equity values at the time, as reasonably determined by the Board of Directors);

(iii) The Corporation and its Subsidiaries shall cause each Sculptor Operating Group Entity to issue to Sculptor Corp., in exchange for the Equity Proceeds contributed to them, if any (it being understood that such issuance shall occur even if there are no Equity Proceeds), (x) in the case of an issuance of shares of Class A Common Stock, a number of Class B Units equal to the number of shares of Class A Common Stock issued, and (y) in the case of an issuance of any other equity securities by the Corporation, a new class or series of units or other equity securities with designations, preferences and other rights, terms and provisions that are substantially the same as those of such other equity securities issued by the Corporation (with any dollar amounts adjusted to reflect the portion of the total amount of cash proceeds, assets or other consideration received by the Corporation that is contributed to such Sculptor Operating Group Entity) equal in number to the number of such other equity securities issued by the Corporation;

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(iv) If the Corporation issues any Corporation Exercisable Securities, then upon the exercise of any such Corporation Exercisable Securities, the Corporation shall cause Sculptor Corp. to exercise an equal number of the equivalent equity securities that were issued by each of the Sculptor Operating Group Entities to Sculptor Corp. in connection with the original issuance of such Corporation Exercisable Securities (on the same basis);

(v) If the Corporation issues any Corporation Convertible Securities, then upon the conversion or exchange of such Corporation Convertible Securities, the Corporation shall cause Sculptor Corp. to convert or exchange (as the case may be) an equal number of the equivalent equity securities that were issued by each of the Sculptor Operating Group Entities to Sculptor Corp. in connection with the original issuance of such Corporation Convertible Securities (on the same basis);

(vi) If the Corporation issues any equity securities that are subject to vesting or forfeiture provisions, then the equivalent equity securities that are issued by the Sculptor Operating Group Entities to Sculptor Corp. in connection with the issuance of such Corporation equity securities shall be subject to vesting or forfeiture on the same basis, and if any of the Corporation equity securities vest or are forfeited, an equal number of the equivalent equity securities issued by each of the Sculptor Operating Group Entities shall automatically vest or be forfeited; and

(vii) If the Corporation issues any equity securities that, in accordance with their terms, are subject to redemption, then upon the redemption of such Corporation equity securities, the Corporation shall cause each of the Sculptor Operating Group Entities to redeem an equal number of the equivalent equity securities that were issued to Sculptor Corp. in connection with the original issuance of such Corporation equity securities (on the same basis).

(f) The Corporation and its Subsidiaries (other than the Sculptor Operating Group Entities and their Subsidiaries) shall not make any capital contribution to any Sculptor Operating Group Entity unless a capital contribution is concurrently made to all of the Sculptor Operating Group Entities and the values of the capital contributions to all Sculptor Operating Group Entities are proportional to their relative equity values at the time, as reasonably determined by the Board of Directors; provided, however, that the contribution to each Sculptor Operating Group Entity may consist of a different type of asset.

(g) The Corporation shall not permit any Sculptor Operating Group Entity to issue any equity securities to the Corporation or any of its Subsidiaries (other than the Sculptor Operating Group Entities and their Subsidiaries) unless each other Sculptor Operating Group Entity concurrently issues to the Corporation and its Subsidiaries (excluding the Sculptor Operating Group Entities and their Subsidiaries) equity securities that are equal in number to, and have substantially the same terms and provisions as, the equity securities issued by such Sculptor Operating Group Entity. Nothing in this Section shall preclude the issuance of units by any Sculptor Operating Group Entity or its Subsidiary to another Sculptor Operating Group Entity or its Subsidiary in exchange for cash or other assets.

(h) The Corporation shall not cause the Sculptor Operating Group Entities to establish record dates for the payment of distributions unless they coincide with the Record Dates for distributions paid by the Corporation.

(i) The Corporation shall not permit the Sculptor Operating Group Entities to repurchase or redeem any equity securities from the Corporation or any of its Subsidiaries (excluding the Sculptor Operating Group Entities and their Subsidiaries) except pursuant to Section 11(e)(vii).

(j) For the avoidance of doubt, nothing in this Section 11 shall be interpreted in a manner that would reduce, diminish or supersede any of the rights or privileges of the Class B Shareholder Committee under the Class B Shareholders Agreement.

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Section 12. Reports. As soon as practicable, but in no event later than 120 days after the close of each fiscal year of the Corporation, the Board of Directors shall cause to be made available to each Record Holder of a share, as of a date selected by the Board of Directors, an annual report containing financial statements of the Corporation for such fiscal year of the Corporation, presented in accordance with U.S. generally accepted accounting principles, including a balance sheet and statements of operations, equity and cash flows, such statements to be audited by a registered public accounting firm selected by the Board of Directors. As soon as practicable, but in no event later than 90 days after the close of each Quarter except the last Quarter of each fiscal year, the Board of Directors shall cause to be made available to each Record Holder of a share, as of a date selected by the Board of Directors, a report containing unaudited financial statements of the Corporation and such other information as may be required by applicable law, regulation or rule of any National Securities Exchange on which the shares are listed for trading, or as the Board of Directors determines to be necessary or appropriate. If the Corporation publicly files such reports with the Commission, then such reports shall be deemed to be made available to the Record Holders pursuant to this Section 12.

Section 13. Tax Returns. The Corporation shall use commercially reasonable efforts to timely file all returns of the Corporation that are required for U.S. federal, state and local income tax purposes.

Section 14. Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in these By-Laws.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with the Person in question.

“Authorized Signatories” shall mean the Chief Executive Officer, the Chief Financial Officer, and any other Person authorized by resolution adopted by a majority of the Board of Directors to act on behalf of and in the name of the Corporation.

“Beneficial Owner” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security. The terms “Beneficially Own” and “Beneficial Ownership” shall have correlative meanings.

“Business Day” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of New York shall not be regarded as a Business Day.

“Certificate” means a certificate in global form in accordance with the rules and regulations of the Depository or in such other form as may be adopted by the Board of Directors, issued by the Corporation evidencing ownership of one or more shares.

“Class B Shareholder” shall mean the record owner of any shares of Class B Common Stock who (i) becomes the record owner of any shares of Class B Common Stock through an original issuance effected in compliance with the limited liability company agreement of the Corporation’s predecessor prior to consummating the Corporation’s conversion from a Delaware limited liability company into a Delaware corporation or (ii) becomes the record owner of any shares of Class B Common Stock pursuant to a Permitted Transfer, but shall not include any other Person who may otherwise acquire or possess shares of Class B Common Stock or rights with respect to shares of Class B Common Stock or other interests in shares of Class B Common Stock.

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“Class B Shareholder Committee” shall mean the Class B Shareholders Committee established pursuant to the Class B Shareholders Agreement.

“Class B Shareholders Agreement” shall mean the Class B Shareholders Agreement, dated as of November 13, 2007, by and among the Corporation and the Class B Shareholders, as amended from time to time in accordance with the terms thereof.

“Class B Unit” means a unit of equity interest in a Sculptor Operating Group Entity denominated as a “Class B Common Unit,” and may consist of interests in a limited partnership, limited liability company or other entity.

“Commission” means the United States Securities and Exchange Commission.

“Consent Termination Date” shall mean the date on which no shares of Class B Common Stock remain outstanding.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the purpose of this definition, the terms “controlling,” “controlled by,” and “under common control with” have correlative meanings.

“Depository” means, with respect to any shares issued in global form, The Depository Trust Company and its successors and permitted assigns.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

“Exchange Agreement” means one or more exchange agreements providing for the exchange of Sculptor Operating Group Units (or other securities issued by members of the Sculptor Operating Group) for cash or shares of Class A Common Stock, and the corresponding cancellation of applicable shares of Class B Common Stock, if any, as contemplated by the Registration Statement, as such agreements are amended, modified, supplemented or restated from time to time.

“Group Member” means the Corporation and each Subsidiary of the Corporation.

“Group Member Agreement” means the partnership agreement of any Group Member that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, other than the Corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“IPO Closing Date” means the first date on which Class A shares of the predecessor to the Corporation were delivered by the predecessor to the Corporation to the Underwriters pursuant to the provisions of the Underwriting Agreement.

“National Securities Exchange” means an exchange registered with the Commission under Section 6(a) of the Exchange Act or any successor thereto.

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“Sculptor Corp.” means Sculptor Capital Holding Corporation (f/k/a Och-Ziff Holding Corporation), a corporation organized under the laws of the State of Delaware and the general partner of the Sculptor Operating Group, and any successor general partner thereof.

“Sculptor Operating Group” means the Persons directly Controlled by Sculptor Corp.

“Sculptor Operating Group Entity” means a member of Sculptor Operating Group.

“Sculptor Operating Group Units” means, collectively, a unit or units of interest representing limited partnership interests or other similar interests in each of the entities within the Sculptor Operating Group.

“Outstanding” means, with respect to shares, all shares that are issued by the Corporation and reflected as outstanding on the Corporation’s books and records as of the date of determination.

“Permitted Transfer” means a transfer of shares of Class B Common Stock in connection with a transfer of Sculptor Operating Group Units that is permitted under (and effected in compliance with) the Group Member Agreements and is otherwise made in compliance with applicable securities laws; provided, that such transfer of shares of Class B Common Stock is made to the same transferee as the transferee of the Sculptor Operating Group Units; and provided, further, that the number of shares of Class B Common Stock transferred is equal to the number of Sculptor Operating Group Units transferred to such transferee.

“Person” means an individual or a corporation, limited liability company, partnership, joint venture, trust, estate, unincorporated organization, association (including any group, organization, co-tenancy, plan, board, council or committee), governmental entity or other entity (or series thereof).

“Quarter” means, unless the context requires otherwise, a fiscal quarter of the Corporation.

“Record Date” means the date established by the Corporation for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of stockholders or entitled to exercise rights in respect of any lawful action of stockholders or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

“Record Holder” or “holder” means (a) with respect to any shares of Class A Common Stock, the Person in whose name such shares are registered on the books of the Corporation or the Transfer Agent, as applicable, as of the opening of business on a particular Business Day, and (b) with respect to any shares of any other class, the Person in whose name such shares are registered on the books that the Corporation or the Transfer Agent, as applicable, has caused to be kept as of the opening of business on such Business Day.

“Registration Rights Agreement” means one or more Registration Rights Agreements providing for the registration of shares of Class A shares of the predecessor to the Corporation entered into among the Corporation and certain holders of Sculptor Operating Group Units on or prior to the first date on which Class A shares of the predecessor to the Corporation were delivered by the Corporation on or prior to the IPO Closing Date.

“Registration Statement” means the Registration Statement on Form S-1 (Registration No. 333-144256) as it has been or as it may be amended or supplemented from time to time, filed by the Corporation with the Commission under the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder, to register the offering and sale of the Class A shares in the initial public offering of the predecessor to the Corporation.

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“Securities Act” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute, and the rules and regulations promulgated thereunder.

“Share Majority” means a majority of the total votes that may be cast in the election of directors by holders of all Outstanding Voting Shares.

“Subsidiary” means, with respect to any Person, as of any date of determination, any other Person as to which such Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such Person.

“Tax Receivable Agreement” means the Tax Receivable Agreement, dated as of January 12, 2009, by and among the Sculptor Operating Group Entities and certain partners of the Sculptor Operating Group Entities, as amended.

“Transfer Agent” means, with respect to any class or series of shares, such bank, trust company or other Person (including the Corporation or one of its Affiliates) as shall be appointed from time to time by the Corporation to act as registrar and transfer agent for such class or series of shares; provided that if no Transfer Agent is specifically designated for such class or series of shares, the Corporation shall act in such capacity.

“Underwriter” means each Person named as an underwriter in the Underwriting Agreement who was obligated to purchase Class A shares of the predecessor to the Corporation pursuant thereto.

“Underwriting Agreement” means the Underwriting Agreement entered into by the Corporation and the Underwriters providing for the sale of Class A shares of the predecessor to the Corporation in the initial public offering.

“Voting Shares” means the shares of Class A Common Stock, the shares of Class B Common Stock and any other class or series of shares issued after the date hereof that entitles the Record Holder thereof to vote on any matter submitted for consent or approval of stockholders under the DGCL, the Certificate of Incorporation or these By-Laws.

ARTICLE VIII

INDEMNIFICATION

Section 1. Power to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that such Indemnified Person is or was a director, officer or tax matters partner of the Corporation or its predecessor, is or was serving at the request of the Corporation or its predecessor as an officer, director, member, manager, partner, tax matters partner, fiduciary or trustee of another Person (including any Subsidiary) (provided that a Person shall not be an Indemnified Person by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services), or is or was any Person the Board of Directors designates as an “Indemnified Person” for purposes of these By-Laws, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such action, suit or proceeding if such Indemnified Person acted in good faith and in a manner such

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Indemnified Person reasonably believed to be in or not opposed to the best interests of the Corporation and in a manner not constituting fraud, gross negligence or willful misconduct and, with respect to any criminal action or proceeding, had no reasonable cause to believe such Indemnified Person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Corporation and in a manner not constituting fraud, gross negligence or willful misconduct and, with respect to any criminal action or proceeding, had reasonable cause to believe that such Indemnified Person’s conduct was unlawful.

Section 2. Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 3 of this Article VIII, the Corporation shall indemnify any Indemnified Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such Indemnified Person is or was a director, officer or tax matters partner of the Corporation or its predecessor, is or was serving at the request of the Corporation or its predecessor as an officer, director, member, manager, partner, tax matters partner, fiduciary or trustee of another Person (including any Subsidiary) (provided that a Person shall not be an Indemnified Person by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services), or is or was any Person the Board of Directors designates as an “Indemnified Person” for purposes of these By-Laws, against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection with the defense or settlement of such action or suit if such Indemnified Person acted in good faith and in a manner such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Corporation and in a manner not constituting fraud, gross negligence or willful misconduct; except that no indemnification shall be made in respect of any claim, issue or matter as to which such Indemnified Person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Such determination shall be made, with respect to an Indemnified Person who is a director or officer at the time of such determination, (i) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) by a committee of such directors designated by a majority vote of such directors, even though less than a quorum, or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (iv) by the stockholders. Such determination shall be made, with respect to any other Indemnified Person, by any person or persons having the authority to act on the matter on behalf of the Corporation. To the extent, however, that an Indemnified Person has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such Indemnified Person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in connection therewith, without the necessity of authorization in the specific case.

Section 4. Good Faith Defined. For purposes of any determination under Section 3 of this Article VIII, an Indemnified Person shall be deemed to have acted in good faith and in a manner such Indemnified Person reasonably believed to be in or not opposed to the best interests of the Corporation and in a manner not

25

constituting fraud, gross negligence or willful misconduct, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such Indemnified Person’s conduct was unlawful, if such Indemnified Person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such Indemnified Person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 4 shall not be deemed to be exclusive or to limit in any way the circumstances in which an Indemnified Person may be deemed to have met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be.

Section 5. Indemnification by a Court. Notwithstanding any contrary determination in the specific case under Section 3 of this Article VIII, and notwithstanding the absence of any determination thereunder, any Indemnified Person may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 1 or Section 2 of this Article VIII. The basis of such indemnification by a court shall be a determination by such court that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standard of conduct set forth in Section 1 or Section 2 of this Article VIII, as the case may be. Neither a contrary determination in the specific case under Section 3 of this Article VIII nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Indemnified Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the Indemnified Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 6. Expenses Payable in Advance. Expenses (including attorneys’ fees) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Corporation as authorized in this Article VIII. Such expenses (including attorneys’ fees) incurred by Indemnified Persons that are former directors or officers or other employees and agents may be so paid upon such terms and conditions, if any, as the Corporation deems appropriate.

Section 7. Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, these By-Laws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such Indemnified Person’s official capacity and as to action in another capacity while holding such office. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any Person who is not specified in Section 1 or Section 2 of this Article VIII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any Indemnified Person against any liability asserted against such Indemnified Person and incurred by such Indemnified Person in any capacity as an Indemnified Person, or arising out of such Person’s status as such, whether or not the Corporation would have the power or the obligation to indemnify such Person against such liability under the provisions of this Article VIII.

26

Section 9. Certain Definitions. For purposes of this Article VIII, references to the “Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any Person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as such Person would have with respect to such constituent corporation if its separate existence had continued. The term “another enterprise” as used in this Article VIII shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such Person is or was serving at the request of the Corporation as a director, officer, employee or agent. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a Person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a Person who acted in good faith and in a manner such Person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII. For purposes of these By-Laws, references to “Indemnified Person” shall mean (a) any Person who is or was a director, officer or tax matters partner of the Corporation or its predecessor, (b) any Person who is or was serving at the request of the Corporation or its predecessor as an officer, director, member, manager, partner, tax matters partner, fiduciary or trustee of another Person (including any Subsidiary); provided, that a Person shall not be an Indemnified Person by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, and (c) any Person the Board of Directors designates as an “Indemnified Person” for purposes of these By-Laws.

Section 10. Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a Person.

Section 11. Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 5 of this Article VIII), the Corporation shall not be obligated to indemnify any Indemnified Person (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such Person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 12. Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to Indemnified Persons.

27

ARTICLE IX

AMENDMENTS

Section 1. General. Except as provided in Sections 2, 3 and 4 of this Article IX, the Board of Directors may amend any of the terms of these By-Laws but only in compliance with the terms, conditions and procedures set forth in this Section 1. If the Board of Directors desires to amend any provision of these By-Laws other than pursuant to Section 3 of this Article IX, then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and then (i) call a special meeting of the stockholders entitled to vote in respect thereof for the consideration of such amendment or (ii) direct that the amendment proposed be considered at the next annual meeting of the stockholders. Such special or annual meeting shall be called and held upon notice in accordance with these By-Laws. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Board of Directors shall deem advisable. At the meeting, a vote of stockholders entitled to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval by a Share Majority, unless a greater percentage is required under the Certificate of Incorporation, these By-Laws, applicable law or the rules and regulations of any securities exchange or quotation system on which the Corporation’s securities are listed or quoted for trading.

Section 2. Super-Majority Amendments. Notwithstanding Section 1 of this Article IX, the affirmative vote of the holders of Outstanding Voting Shares representing at least two-thirds of the total votes that may be cast by all Outstanding Voting Shares in the election of directors, voting together as a single class, shall be required to alter or amend any provision of this Section 2 or Section 4(b) of this Article IX.

Section 3. Amendments to be Adopted Solely by the Board of Directors. Notwithstanding Section 1 of this Article IX, the Board of Directors, without the approval of any stockholder, may amend any provision of these By-Laws, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(a) a change in the name of the Corporation, the location of the principal place of business of the Corporation, the registered agent of the Corporation or the registered office of the Corporation;

(b) a change that the Board of Directors determines in its sole discretion to be necessary or appropriate to address changes, proposed changes or differing interpretations with respect to any of the Internal Revenue Code of 1986, as amended and in effect from time to time, Treasury Regulations promulgated thereunder, administrative rulings or pronouncements of the Internal Revenue Service and judicial decisions;

(c) a change that, in the sole discretion of the Board of Directors, it determines (i) does not adversely affect the stockholders (including adversely affecting the holders of any particular class or series of shares as compared to other holders of other classes or series of shares) in any material respect, (ii) to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the DGCL), (iii) to be necessary, desirable or appropriate to facilitate the trading of the shares (including, without limitation, the division of any class or classes or series of Outstanding shares into different classes or series to facilitate uniformity of tax consequences within such classes or series of shares) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which shares are or will be listed for trading, compliance with any of which the Board of Directors deems to be in the best interests of the Corporation and the stockholders, (iv) is required to effect the intent of the provisions of the Certificate of Incorporation or these By-Laws or is otherwise contemplated by the Certificate of Incorporation or these By-Laws, or (v) is required to comply with the Class B Shareholders Agreement, the Amended and Restated Tax Receivable Agreement, dated as of January 12, 2009, by and among the Corporation, Sculptor Corp., Och-Ziff Holding LLC and the Sculptor Operating Group, as amended, any exchange agreement that the Corporation is party to or any registration rights agreement that the Corporation is party to, in each case, as in effect on the date hereof and as such agreements may be amended from time to time;

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(d) a change in the fiscal year or taxable year of the Corporation and any other changes that the Board of Directors determines to be necessary or appropriate as a result of a change in the fiscal year or taxable year of the Corporation including, if the Board of Directors shall so determine in its sole discretion, a change in the definition of “Quarter” and the dates on which distributions are to be made by the Corporation;

(e) an amendment that the Board of Directors determines, based on the advice of counsel, to be necessary or appropriate to prevent the Corporation or its directors, officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(f) an amendment that the Board of Directors determines to be necessary or appropriate in connection with the authorization or issuance of any class or series of shares pursuant to Article FOURTH of the Certificate of Incorporation;

(g) any amendment expressly permitted in the Certificate of Incorporation or these By-Laws to be made by the Board of Directors acting alone;

(h) an amendment effected, necessitated or contemplated by a merger agreement approved in accordance with the Certificate of Incorporation or these By-Laws;

(i) an amendment that the Board of Directors determines to be necessary or appropriate to reflect and account for the formation by the Corporation of, or investment by the Corporation in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Corporation of activities permitted by the terms of Article THIRD of the Certificate of Incorporation;

(j) a merger, conversion or conveyance approved in accordance with the requirements of the DGCL, the Certificate of Incorporation and these By-Laws; or

(k) any other amendments substantially similar to the foregoing.

Section 4. Amendment Requirements.

(a) Notwithstanding the provisions of Section 1 and Section 3 of this Article IX, no provision of the Certificate of Incorporation or these By-Laws that establishes a percentage of Outstanding Voting Shares required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of reducing such voting percentage unless such amendment is approved by the affirmative vote of holders of Outstanding Voting Shares whose aggregate Outstanding Voting Shares constitute not less than the voting requirement sought to be reduced.

(b) Notwithstanding the provisions of Section 1 and Section 3 of this Article IX, but subject to the provisions of Section 2 of this Article IX, no amendment to the Certificate of Incorporation or these By-Laws may (i) adversely affect the rights or preferences of any shares in a manner that is disproportionate to all other outstanding shares of the same class or series, without the consent of each stockholder holding any such disproportionately affected share or shares (provided, however, nothing in this Section 4(b) shall be interpreted to require the consent of any holder that may be adversely affected by any amendment for reasons other than such holder’s ownership of shares or such holder’s rights or obligations as a stockholder of the Corporation) or (ii) change the term of the Corporation.

29

(c) Without limitation of the Board of Directors’ authority to adopt amendments to the Certificate of Incorporation or these By-Laws without the approval of any stockholders as contemplated in Section 1 of this Article IX, notwithstanding the provisions of Section 1 of this Article IX, (i) any amendment that would have a material adverse effect on the rights or preferences of any class or series of shares in relation to other classes or series of shares must be approved by the holders of a majority of the Outstanding shares of the class or series affected (provided, however, nothing in this Section 4(c)(i) shall be interpreted to require the consent of the holders of any class or series of shares that may be adversely affected by any amendment for reasons other than such holders’ ownership of shares or such holders’ rights or obligations as stockholders of the Corporation), and (ii) any amendment of the Certificate of Incorporation or these By-Laws affecting the rights of the Class B Shareholder Committee shall require Class B Consent.

ARTICLE X

FORUM SELECTION

Unless the Corporation consents in writing to the selection of an alternative forum, (a) the Court of Chancery (the “Chancery Court”) of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action, suit or proceeding brought on behalf of the Corporation, (ii) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, stockholder, employee or agent of the Corporation to the Corporation or to the Corporation’s stockholders, (iii) any action, suit or proceeding asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation arising out of or relating to any provision of the DGCL or the Certificate of Incorporation or these bylaws (as either may be amended from time to time) or (iv) any action, suit or proceeding asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrine; and (b) the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Any person or entity purchasing or otherwise acquiring any interest in any security of the Corporation shall be deemed to have notice of and consented to this Article X. This provision is intended to benefit and may be enforced by the Corporation, its directors, officers, stockholders, employees, agents, the underwriters to any offering giving rise to such complaint, and any other professional or entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.

For the avoidance of doubt, nothing contained in this Article X shall apply to any action brought to enforce a duty or liability created by the Exchange Act.

* * *

30

Adopted as of: August 30, 2019

Last Amended as of: July 23, 2023

31

EX-31.1

Exhibit 31.1

Certificate of Chief Executive Officer pursuant to

Rule 13a-14(a)/Rule 15d-14(a) under the

Securities Exchange Act of 1934.

I, James S. Levin, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Sculptor Capital Management, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 8, 2023	/s/ James S. Levin
		Name:	James S. Levin
		Title:	Chief Executive Officer, Chief Investment Officer, Executive Managing Director and Director

EX-31.2

Exhibit 31.2

Certificate of Chief Financial Officer pursuant to

Rule 13a-14(a)/Rule 15d-14(a) under the

Securities Exchange Act of 1934.

I, Dava Ritchea, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Sculptor Capital Management, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	November 8, 2023	/s/ Dava Ritchea
		Name:	Dava Ritchea
		Title:	Chief Financial Officer and Executive Managing Director

EX-32.1

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

This certification is provided pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and accompanies the Quarterly Report on Form 10-Q (the “Form 10-Q”) for the quarter ended September 30, 2023, of Sculptor Capital Management, Inc. (the “Company”).

We, James S. Levin and Dava Ritchea, the Chief Executive Officer and Chief Financial Officer, respectively, of the Company certify that, to the best of our knowledge:

i.    The Form 10-Q fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

ii.    The information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	November 8, 2023	/s/ James S. Levin
		Name:	James S. Levin
		Title:	Chief Executive Officer, Chief Investment Officer, Executive Managing Director and Director
Date:	November 8, 2023	/s/ Dava Ritchea
		Name:	Dava Ritchea
		Title:	Chief Financial Officer and Executive Managing Director

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form 10-Q or as a separate disclosure document.

XML

Cover page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 06, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-33805
Entity Registrant Name	SCULPTOR CAPITAL MANAGEMENT, INC.
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
Title of 12(b) Security	Class A Shares
Trading Symbol	SCU
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001403256
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		29,352,181
Restricted Class A Shares (“RSAs”)
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		4,650,661
Class B Shares
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		33,017,247

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 159,446	$ 258,863
Restricted cash	8,297	7,895
Investments (includes assets measured at fair value of $296,951 and $231,929 including assets sold under agreements to repurchase of $173,156 and $157,107 as of September 30, 2023 and December 31, 2022, respectively)	383,984	299,059
Income and fees receivable	26,569	56,360
Other Receivables	26,706	32,846
Deferred income tax assets	252,911	257,939
Operating lease assets	68,726	75,861
Total Other Assets, Net	75,424	106,442
Assets of consolidated entities:
Cash and cash equivalents	413	3
Restricted cash and cash equivalents	9,800	9,805
Investments of Consolidated Entities	322,516	544,554
Other assets	11,266	2,579
Total Assets	1,346,058	1,652,206
Liabilities
Compensation payable	74,012	127,209
Unearned income and fees	40,510	53,869
Tax receivable agreement liability	173,124	190,245
Operating lease liabilities	83,168	92,045
Debt obligations	115,486	124,176
Warrant liabilities, at fair value	34,140	24,163
Securities sold under agreements to repurchase	177,503	166,632
Other liabilities	43,178	43,049
Liabilities of consolidated entities:
Notes payable, at fair value	220,702	196,106
Warrant liabilities, at fair value	0	596
Other liabilities of consolidated entities	5,070	9,669
Total Liabilities	966,893	1,027,759
Commitments and Contingencies
Redeemable noncontrolling interests of consolidated entities	0	237,864
Shareholders’ Equity
Treasury stock, at cost; 3,022,380 as of September 30, 2023 and December 31, 2022	(32,495)	(32,495)
Additional paid-in capital	294,665	255,293
Accumulated deficit	(309,569)	(276,149)
Accumulated other comprehensive loss	(546)	(119)
Shareholders’ deficit attributable to Class A Shareholders	(47,365)	(52,896)
Shareholders’ equity attributable to noncontrolling interests	426,530	439,479
Total Shareholders’ Equity	379,165	386,583
Total Liabilities and Shareholders’ Equity	1,346,058	1,652,206
Class A Shares
Shareholders’ Equity
Common stock value	250	238
Class B Shares
Shareholders’ Equity
Common stock value	$ 330	$ 336

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Investments measured at fair value	$ 296,951	$ 231,929
Assets sold under agreements to repurchase	$ 173,156	$ 157,107
Treasury stock (in shares)	3,022,380	3,022,380
Class A Shares
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	28,033,472	26,729,608
Common stock, shares outstanding (in shares)	25,011,092	23,707,228
Class B Shares
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	75,000,000	75,000,000
Common stock, shares issued (in shares)	33,017,247	33,569,188
Common stock, shares outstanding (in shares)	33,017,247	33,569,188

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Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues
Other revenues	$ 7,683	$ 3,576	$ 20,931	$ 8,526
(Loss) income of consolidated entities	(23)	1,453	4,535	1,603
Total Revenues	85,655	78,831	274,193	295,360
Expenses
Compensation and benefits	62,081	67,130	188,187	224,658
Interest expense	6,712	3,876	18,462	10,588
General, administrative and other	42,088	28,290	105,811	82,031
Expenses of consolidated entities	229	1,031	2,080	2,943
Total Expenses	111,110	100,327	314,540	320,220
Other (Loss) Income
Changes in fair value of warrant liabilities	(9,717)	(2,386)	(9,977)	40,690
Changes in tax receivable agreement liability	225	(14)	(302)	206
Net gains (losses) on investments	7,051	(2,989)	17,187	(39,171)
Net (losses) gains of consolidated entities	(9,440)	(3,498)	303	(5,792)
Other	(1,406)	0	(1,406)	0
Total Other (Loss) Income	(13,287)	(8,887)	5,805	(4,067)
Loss Before Income Taxes	(38,742)	(30,383)	(34,542)	(28,927)
Income taxes	(280)	227	11,277	(720)
Consolidated Net Loss	(38,462)	(30,610)	(45,819)	(28,207)
Less: Net loss attributable to noncontrolling interests	7,349	9,410	23,376	15,837
Less: Comprehensive income attributable to redeemable noncontrolling interests	0	(1,492)	(3,350)	(5,257)
Net Loss Attributable to Sculptor Capital Management, Inc.	(31,113)	(22,692)	(25,793)	(17,627)
Change in redemption value of redeemable noncontrolling interests	0	174	6,826	3,939
Net Loss Attributable to Class A Shareholders	$ (31,113)	$ (22,518)	$ (18,967)	$ (13,688)
Earnings Per Share [Abstract]
Loss per Class A Share - basic (in dollars per share)	$ (1.23)	$ (0.91)	$ (0.75)	$ (0.53)
Loss per Class A Share - Diluted (in dollars per share)	$ (1.23)	$ (0.91)	$ (1.00)	$ (1.79)
Weighted-average Class A Shares outstanding - Basic (in shares)	25,204,848	24,772,098	25,186,162	25,620,996
Weighted-average Class A Shares outstanding - Diluted (in shares)	25,204,848	24,772,098	40,212,156	26,818,176
Management fees
Revenues
Investment management revenues	$ 60,194	$ 66,236	$ 186,344	$ 211,443
Incentive income
Revenues
Investment management revenues	$ 17,801	$ 7,566	$ 62,383	$ 73,788

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Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Consolidated net loss	$ (38,462)	$ (30,610)	$ (45,819)	$ (28,207)
Other Comprehensive Loss, Net of Tax
Currency translation adjustment	(1,266)	(1,430)	(427)	(3,406)
Comprehensive Loss	(39,728)	(32,040)	(46,246)	(31,613)
Less: Comprehensive loss attributable to noncontrolling interests	7,349	9,410	23,376	15,837
Less: Comprehensive income attributable to redeemable noncontrolling interests	0	(1,492)	(3,350)	(5,257)
Comprehensive Loss Attributable to Sculptor Capital Management, Inc.	$ (32,379)	$ (24,122)	$ (26,220)	$ (21,033)

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Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Class A Shares	Class B Shares	Shareholders’ Deficit Attributable to Class A Shareholders	Common Stock Par Value Class A Shares	Common Stock Par Value Class B Shares	Treasury Stock	Additional Paid in Capital	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Shareholders’ Equity Attributable to Noncontrolling Interests
Common stock, beginning balance (in shares) at Dec. 31, 2021		25,668,987	33,613,023
Treasury stock, beginning balance (in shares) at Dec. 31, 2021							0
Beginning balance at Dec. 31, 2021	$ 378,283			$ (68,186)	$ 257	$ 336	$ 0	$ 184,691	$ (253,521)	$ 51	$ 446,469
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation, net of taxes (in shares)		943,385	(43,835)
Equity-based compensation, net of taxes	55,205			49,176	9			49,167			6,029
Repurchase of Class A Shares (in shares)		(2,577,605)					2,577,605
Repurchase of Class A Shares	(28,258)			(28,258)	(26)		$ (28,232)
Dividend equivalents on Class A restricted share units								143	(143)
Change in redemption value of SPAC Class A Shares	3,939			3,939				3,939
Cash dividends declared on Class A Shares	(6,001)			(6,001)					(6,001)
Consolidated net loss, excluding amounts attributable to redeemable noncontrolling interests	(33,464)			(17,627)					(17,627)		(15,837)
Currency translation adjustment	(3,406)			(3,406)						(3,406)
Capital contributions	14,469										14,469
Capital distributions	(6,570)										(6,570)
Common stock, ending balance (in shares) at Sep. 30, 2022		24,034,767	33,569,188
Treasury stock, ending balance (in shares) at Sep. 30, 2022							2,577,605
Ending balance at Sep. 30, 2022	374,197			(70,363)	240	336	$ (28,232)	237,940	(277,292)	(3,355)	444,560
Common stock, beginning balance (in shares) at Jun. 30, 2022		24,885,028	33,633,474
Treasury stock, beginning balance (in shares) at Jun. 30, 2022							1,641,589
Beginning balance at Jun. 30, 2022	395,899			(52,186)	249	336	$ (19,492)	219,705	(251,059)	(1,925)	448,085
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation, net of taxes (in shares)		85,755	(64,286)
Equity-based compensation, net of taxes	19,888			17,742				17,742			2,146
Repurchase of Class A Shares (in shares)		(936,016)					936,016
Repurchase of Class A Shares	(8,749)			(8,749)	(9)		$ (8,740)
Dividend equivalents on Class A restricted share units	0							319	(319)
Change in redemption value of SPAC Class A Shares	174			174				174
Cash dividends declared on Class A Shares	(3,222)			(3,222)					(3,222)
Consolidated net loss, excluding amounts attributable to redeemable noncontrolling interests	(32,102)			(22,692)					(22,692)		(9,410)
Currency translation adjustment	(1,430)			(1,430)						(1,430)
Capital contributions	5,490										5,490
Capital distributions	(1,751)										(1,751)
Common stock, ending balance (in shares) at Sep. 30, 2022		24,034,767	33,569,188
Treasury stock, ending balance (in shares) at Sep. 30, 2022							2,577,605
Ending balance at Sep. 30, 2022	$ 374,197			(70,363)	240	336	$ (28,232)	237,940	(277,292)	(3,355)	444,560
Common stock, beginning balance (in shares) at Dec. 31, 2022		23,707,228	33,569,188
Treasury stock, beginning balance (in shares) at Dec. 31, 2022	3,022,380						3,022,380
Beginning balance at Dec. 31, 2022	$ 386,583			(52,896)	238	336	$ (32,495)	255,293	(276,149)	(119)	439,479
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation, net of taxes (in shares)		1,303,864	(551,941)
Equity-based compensation, net of taxes	35,676			31,417	12	(6)		31,411			4,259
Repurchase of Class A Shares		$ (32,500)
Dividend equivalents on Class A restricted share units								1,135	(1,135)
Change in redemption value of SPAC Class A Shares	6,826			6,826				6,826
Cash dividends declared on Class A Shares	(6,492)			(6,492)					(6,492)
Consolidated net loss, excluding amounts attributable to redeemable noncontrolling interests	(49,169)			(25,793)					(25,793)		(23,376)
Currency translation adjustment	(427)			(427)						(427)
Capital contributions	9,177										9,177
Capital distributions	$ (3,009)										(3,009)
Common stock, ending balance (in shares) at Sep. 30, 2023		25,011,092	33,017,247
Treasury stock, ending balance (in shares) at Sep. 30, 2023	3,022,380						3,022,380
Ending balance at Sep. 30, 2023	$ 379,165			(47,365)	250	330	$ (32,495)	294,665	(309,569)	(546)	426,530
Common stock, beginning balance (in shares) at Jun. 30, 2023		24,971,561	33,017,247
Treasury stock, beginning balance (in shares) at Jun. 30, 2023							3,022,380
Beginning balance at Jun. 30, 2023	402,072			(26,503)	250	330	$ (32,495)	283,057	(278,365)	720	428,575
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Equity-based compensation, net of taxes (in shares)		39,531
Equity-based compensation, net of taxes	12,968			11,517				11,517			1,451
Dividend equivalents on Class A restricted share units	0							91	(91)
Consolidated net loss, excluding amounts attributable to redeemable noncontrolling interests	(38,462)			(31,113)					(31,113)		(7,349)
Currency translation adjustment	(1,266)			(1,266)						(1,266)
Capital contributions	4,649										4,649
Capital distributions	$ (796)										(796)
Common stock, ending balance (in shares) at Sep. 30, 2023		25,011,092	33,017,247
Treasury stock, ending balance (in shares) at Sep. 30, 2023	3,022,380						3,022,380
Ending balance at Sep. 30, 2023	$ 379,165			$ (47,365)	$ 250	$ 330	$ (32,495)	$ 294,665	$ (309,569)	$ (546)	$ 426,530

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Consolidated Statements of Changes in Shareholders' Equity (Deficit) (Parenthetical) - $ / shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
Dividends Paid per Class A Share (in dollars per share)	$ 0.13	$ 0.26	$ 0.24

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash Flows from Operating Activities
Consolidated net loss	$ (45,819)	$ (28,207)
Adjustments to reconcile consolidated net loss to net cash provided by (used in) operating activities:
Amortization of equity-based compensation	44,263	66,664
Depreciation, amortization and net gains and losses on fixed assets	3,085	3,815
Changes in fair value of warrant liabilities	9,977	(40,690)
Other loss	(1,406)	0
Deferred income taxes	5,463	(4,103)
Non-cash lease expense	14,030	14,311
Net (gains) losses on investments, net of dividends	(14,517)	42,831
Operating cash flows due to changes in:
Income and fees receivable	29,873	167,168
Due from related parties	6,159	(93)
Other assets, net	(912)	(11,635)
Compensation payable	(59,312)	(178,630)
Unearned income and fees	(13,360)	3,388
Tax receivable agreement liability	(17,121)	(16,979)
Operating lease liabilities	(15,770)	(16,486)
Other liabilities	148	(819)
Consolidated entities related items:
Net losses of consolidated entities	689	5,792
Purchases of investments	(44,537)	(493,970)
Proceeds from sale of investments	59,198	180,669
Other assets of consolidated entities	(11,917)	(10,320)
Other liabilities of consolidated entities	(5,195)	(7,213)
Net Cash Used in Operating Activities	(54,169)	(324,507)
Cash Flows from Investing Activities
Purchases of fixed assets	(66)	(2,317)
Purchases of United States government obligations	(88,222)	(98,082)
Maturities and sales of United States government obligations	35,000	224,386
Investments in funds	(33,502)	(136,734)
Return of investments in funds	44,533	152,517
Consolidated entities related items:
Proceeds from sale of investment in government obligations of consolidated SPAC	242,272
Purchases of United States government obligations by SPAC		(235,040)
Net Cash Provided by (Used in) Investing Activities	200,015	(95,270)
Cash Flows from Financing Activities
Contributions from noncontrolling interests	9,177	14,469
Distributions to noncontrolling interests	(3,009)	(6,570)
Dividends on Class A Shares	(6,492)	(6,001)
Proceeds from debt obligations, net of issuance costs	1,154	5,881
Repayment of debt obligations, including prepayment costs	(11,145)	(9,424)
Proceeds from securities sold under agreements to repurchase, net of issuance costs	13,299	20,395
Purchases of treasury stock	0	(28,232)
Other, net	(3,123)	(6,254)
Consolidated entities related items:
Redemption of SPAC Class A Shares	(242,172)	0
Proceeds from debt obligations of consolidated entities, net of issuance costs	0	215,733
Net Cash (Used in) Provided by Financing Activities	(242,311)	199,997
Effect of exchange rate changes on cash and cash equivalents and restricted cash	(2,145)	(5,478)
Net change in cash and cash equivalents and restricted cash	(98,610)	(225,258)
Cash and cash equivalents and restricted cash, beginning of period	276,566	412,671
Cash and Cash Equivalents and Restricted Cash, End of Period	177,956	187,413
Cash paid during the period:
Interest	16,062	8,746
Income taxes	8,625	7,199
Non-cash transactions:
Assets related to initial consolidation of funds	0	16,699
Liabilities related to initial consolidation of funds	0	2,364
Assets related to deconsolidation of funds	0	44,042
Liabilities related to deconsolidation of funds	0	29,632
Reconciliation of cash and cash equivalents and restricted cash:
Cash and cash equivalents	159,446	170,304
Restricted cash	8,297	7,144
Cash and cash equivalents	413	83
Restricted cash and cash equivalents	9,800	9,882
Total Cash and Cash Equivalents and Restricted Cash	$ 177,956	$ 187,413

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ORGANIZATION

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION

ORGANIZATION

Sculptor Capital Management, Inc. (the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Sculptor Capital”), is a leading global alternative asset manager and a specialist in opportunistic investing with offices in New York, London, Hong Kong and Shanghai. The Company provides asset management services and investment products across Credit, Real Estate, and Multi-Strategy. The Company serves its global client base through commingled funds, separate accounts and specialized products (collectively, the “funds”). The Company’s model is driven by a global team that is predominantly home-grown, long tenured and incentivized to put client outcomes first. The Company’s capabilities span all major geographies and asset classes, including corporate credit, structured credit, real estate debt and equity, fundamental equities, merger arbitrage, and convertible and derivative arbitrage.

The Company manages dedicated credit funds, including opportunistic credit funds and Institutional Credit Strategies products, real estate funds, multi-strategy funds, and other alternative investment vehicles. Through Institutional Credit Strategies, the Company’s asset management platform that invests in performing credits, the Company manages collateralized loan obligations (“CLOs”), aircraft securitization vehicles, collateralized bond obligations (“CBOs”), structured alternative investment solutions, commingled products and other customized solutions for clients.

The Company’s primary sources of revenues are management fees, which are generally based on the amount of the Company’s assets under management (“Assets Under Management” or “AUM”), as defined below, and incentive income, which is based on the investment performance of its funds. Accordingly, for any given period, the Company’s revenues will be driven by the combination of Assets Under Management and the investment performance of the funds. AUM refers to the assets of the funds to which the Company provides investment management and advisory services. The Company’s AUM are a function of the capital that is allocated to it by the investors in its funds and the investment performance of its funds.

The Company conducts its business and generates substantially all of its revenues primarily in the United States (the “U.S.”) through one operating and reportable segment. The single reportable segment reflects how the Company’s chief operating decision makers allocate resources, make operating decisions and assess financial performance on a consolidated basis under the Company’s ‘one-firm approach’, which includes operating collaboratively across business lines, with predominantly a single expense pool. The Company conducts its operations through Sculptor Capital LP, Sculptor Capital Advisors LP and Sculptor Capital Advisors II LP (collectively, the “Sculptor Operating Partnerships” and collectively with their consolidated subsidiaries, the “Sculptor Operating Group”). The Registrant holds its interests in the Sculptor Operating Group indirectly through Sculptor Capital Holding Corporation (“Sculptor Corp”), a wholly owned subsidiary of the Registrant.

References to the Company’s “executive managing directors” include the current executive managing directors of the Company, and, except where the context requires otherwise, also include certain former executive managing directors who are no longer active in the Company’s business.

On July 23, 2023, the Company entered into an Agreement and Plan of Merger, as amended on October 12, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on October 26, 2023 by Amendment No. 2 to Agreement and Plan of Merger, with Rithm Capital Corp. and certain of its affiliates. Refer to Note 17 for details of the proposed transaction with Rithm Capital Corp.

Company Structure

The Registrant is a holding company that, through Sculptor Corp, holds equity ownership interests in the Sculptor Operating Group. The Registrant had issued and outstanding the following share classes:

•Class A Shares—Class A Shares are publicly traded and entitle the holders thereof to one vote per share on matters submitted to a vote of shareholders. The holders of Class A Shares are entitled to any distributions declared

on the Class A Shares by the Registrant’s board of directors (the “Board of Directors” or the “Board”) (other than RSAs, where entitlement to distributions may be subject to limitations and conditions).

•Class B Shares—Class B Shares are held by executive managing directors, as further discussed below. These shares are not publicly traded but rather entitle the executive managing directors to one vote per share on matters submitted to a vote of shareholders. These shares do not participate in the earnings of the Registrant, as the executive managing directors participate in the related economics of the Sculptor Operating Group through their direct ownership in the Sculptor Operating Group, subject to the Distribution Holiday discussed below.

The Company conducts its operations through the Sculptor Operating Group. The following is a list of the outstanding units of the Sculptor Operating Partnerships as of September 30, 2023:

•Group A Units—Group A Units are limited partner interests issued to certain executive managing directors. In connection with the Recapitalization, as defined below, the Sculptor Operating Partnerships initiated a distribution holiday (the “Distribution Holiday”). Holders of Group A Units do not receive distributions on such units during the Distribution Holiday. Each executive managing director may exchange his or her vested and booked-up (as defined below) Group A Units for an equal number of Class A Shares (or the cash equivalent thereof) over a period of two years in three equal installments commencing upon the final day of the Distribution Holiday and on each of the first and second anniversary thereof (or, for units that become vested and booked-up Group A Units after the final day of the Distribution Holiday, from the later of the date on which they would have been exchangeable in accordance with the foregoing and the date on which they become vested and booked-up Group A Units) (and thereafter such units will remain exchangeable), in each case, subject to certain restrictions. A “book-up” is achieved when sufficient appreciation has occurred to meet a prescribed capital account book-up target under the terms of the Sculptor Operating Partnership limited partnership agreements.

Group A Unit grants are accounted for as equity-based compensation. See Note 3 and Note 13 in the Company's Annual Report for additional information. The Company completed a recapitalization in February 2019 (“Recapitalization”). In connection with the Recapitalization, each Group A Unit outstanding on the Recapitalization date was recapitalized into 0.65 Group A Units and 0.35 Group A-1 Units.

•Group A-1 Units—Group A-1 Units are limited partner interests into which 0.35 of each Group A Unit was recapitalized in connection with the reallocation that was effectuated by the Recapitalization. The Group A-1 Units will be canceled at such time and to the extent that the Group E Units granted in connection with the Recapitalization vest and achieve a book-up. Group A-1 Units are not eligible to receive distributions at any time and do not participate in the net income (loss) of the Sculptor Operating Group. However, the holders of Group A-1 Units shall participate in any sale, change of control or other liquidity event that takes place prior to cancellation of the Group A-1 Units. In the Recapitalization, the holders of the 2016 Preferred Units, as defined below, forfeited an additional 749,813 Group A Units, which were recapitalized into Group A-1 Units.

•Group B Units—Sculptor Corp holds a general partner interest and Group B Units in each Sculptor Operating Partnership. Sculptor Corp owns all of the Group B Units, which represent equity interest in the Sculptor Operating Partnerships. Except during the Distribution Holiday as described above, the Group B Units are economically identical to the Group A Units held by executive managing directors but are not exchangeable for Class A Shares and are not subject to vesting, book-up, forfeiture or minimum retained ownership requirements.

•Group E Units—Group E Units are limited partner interests issued to certain executive managing directors that are only entitled to future profits and gains upon satisfaction of a certain performance condition. Each Group E Unit converts into a Group A Unit and becomes exchangeable for one Class A Share (or the cash equivalent thereof) to the extent there has been a sufficient amount of appreciation for a Group E Unit to achieve a book-up target and, subject to other conditions contained in the limited partnership agreements of the Sculptor Operating Partnerships, the Distribution Holiday has ended (or an earlier exchange date is established by the Exchange

Committee, which consists of the Chief Executive Officer and the Chief Financial Officer of Sculptor Capital Management, Inc.). The Group E Units are entitled to share in residual assets upon liquidation, dissolution or winding up and become eligible to participate in any tag along right, in a change of control transaction or other liquidity event only to the extent of their relative positive capital accounts (if any). Holders of Group E Units do not receive distributions during the Distribution Holiday. Group E Unit grants are accounted for as equity-based compensation. See Note 3 and Note 13 in the Company’s Annual Report for additional details.

•Group P Units—Group P Units are limited partner interests issued to certain executive managing directors that are only entitled to future profits and gains upon satisfaction of certain service and market conditions. Each Group P Unit becomes exchangeable for one Class A Share (or the cash equivalent thereof), in each case upon satisfaction of certain service and market conditions at such time and, with respect to exchanges, to the extent there has been sufficient appreciation for a Group P Unit to achieve a book-up target and, subject to other conditions contained in the limited partnership agreements of the Sculptor Operating Partnerships, the Distribution Holiday has ended (or an earlier exchange date is established by the Exchange Committee). The Group P Units are entitled to share in residual assets upon liquidation, dissolution or winding up and become eligible to participate in any tag along right, in a change of control transaction or other liquidity event only to the extent that certain market conditions are met and to the extent of their relative positive capital accounts (if any). The terms of the Group P Units may be varied for certain executive managing directors. Group P Unit grants are accounted for as equity-based compensation. See Note 3 and Note 13 in the Company’s Annual Report for additional information.

Executive managing directors hold a number of Class B Shares equal to the number of Group A Units, vested Group E Units, Group A-1 Units (to the extent the corresponding Class B Shares have not been canceled in connection with the vesting of certain Group E Units issued in connection with the Recapitalization, as further discussed in Note 3 in the Company’s Annual Report), and Group P Units held. Upon the exchange of a Group A Unit or Group P Unit for a Class A Share, the corresponding Class B Share is canceled and a Group B Unit is issued to Sculptor Corp. Class B Shares that relate to Group A-1 Units will be voted pro rata in accordance with the vote of the Class A Shares.

The following table presents the number of shares and units of the Company and the Sculptor Operating Partnerships, respectively, that were outstanding as of September 30, 2023:

	As of September 30, 2023
Sculptor Capital Management, Inc.
Class A Shares	25,011,092
Class B Shares	33,017,247
Restricted Class A Shares (“RSAs”)	4,650,661
Restricted Share Units (“RSUs”)	2,593,305
Performance-based RSUs (“PSUs”)	912,500
Warrants to purchase Class A Shares (Note 7)	4,338,015
Sculptor Operating Partnerships
Group A Units	15,025,994
Group A-1 Units	9,244,477
Group B Units	25,011,092
Group E Units	13,020,157
Group P Units	4,734,286

The Company grants RSAs, RSUs and PSUs to its employees and executive managing directors as a form of compensation. These grants are accounted for as equity-based compensation. See Note 13 in the Company's Annual Report for additional information. In addition, the Company has 3,022,380 shares of treasury stock as of September 30, 2023.

Share Repurchase Program

In February 2022, the Company’s Board of Directors authorized the Company to repurchase up to $100.0 million of its outstanding common stock. The Company records its treasury stock repurchases at cost on a trade date basis. As of September 30, 2023, the Company repurchased 3,022,380 Class A Shares at a cost of $32.5 million for an average price of $10.75 per share through open market purchase transactions. No shares were purchased in the three months ended September 30, 2023. As of September 30, 2023, $67.5 million remained available for repurchase of the Company’s common stock under the share repurchase program. All of the repurchased shares are classified as treasury stock in the Company’s consolidated balance sheets.

The repurchase program has no expiration date. On July 23, 2023, we entered into an Agreement and Plan of Merger, as amended on October 12, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on October 26, 2023 by Amendment No. 2 to Agreement and Plan of Merger (including the schedules and exhibits thereto, the “Merger Agreement”) with entities affiliated with Rithm Capital Corp. The Company has not and will not repurchase any shares while the Merger Agreement remains in effect. See Note 17 to the unaudited consolidated financial statements for more information regarding the Merger Agreement.

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

These unaudited, interim, consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”), and exclude some of the disclosures required in audited financial statements and therefore should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report. Management believes all adjustments considered necessary for a fair presentation of the Company’s unaudited, interim, consolidated financial

statements have been included and are of a normal and recurring nature and that estimates made in preparing unaudited, interim, consolidated financial statements are reasonable and prudent. The consolidated financial statements include the accounts of the Company, its wholly owned or majority owned subsidiaries, the consolidated entities which are considered to be variable interest entities and for which the Company is considered the primary beneficiary, and certain other entities which are not considered variable interest entities but the Company is determined to have control. All significant intercompany transactions and balances have been eliminated in consolidation.

The results of operations presented for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. For example, incentive income for the majority of the Company’s multi-strategy AUM is recognized in the fourth quarter each year, based on full year investment performance.

See Note 2 in the Company’s Annual Report for the complete listing of our significant accounting policies.

Recently Adopted Accounting Pronouncements

No changes to GAAP that went into effect in the nine months ended September 30, 2023 had a material effect on the Company’s consolidated financial statements.

Future Adoption of Accounting Pronouncements

No changes to GAAP that are not yet effective are expected to have a material effect on the Company’s consolidated financial statements.

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NONCONTROLLING INTERESTS

9 Months Ended

Sep. 30, 2023

Noncontrolling Interest [Abstract]

NONCONTROLLING INTERESTS

NONCONTROLLING INTERESTS

Noncontrolling interests represent ownership interests in the Company’s subsidiaries held by parties other than the Company, and primarily relate to the Group A Units held by executive managing directors.

Prior to the Recapitalization, the attribution of net income (loss) of each Sculptor Operating Partnership was based on the relative ownership percentages of the Group A Units (noncontrolling interests) and the Group B Units (indirectly held by the Registrant). In applying the substantive profit-sharing arrangements in the Sculptor Operating Partnerships’ limited partnership agreements to the Company’s consolidated financial statements, for periods subsequent to the Recapitalization and for the duration of the Distribution Holiday, the Company will allocate net income of each Sculptor Operating Partnership in any fiscal year solely to the Group B Units and any net loss on a pro rata basis based on the relative ownership percentages of the Group A Units and Group B Units. To the extent a Sculptor Operating Partnership incurs a net loss in an interim period, any net income recognized in a subsequent interim period in the same fiscal year is allocated on a pro rata basis to the extent of previously allocated net loss. Conversely, to the extent a Sculptor Operating Partnership recognizes net income in an interim period, any net loss incurred in a subsequent interim period in the same fiscal year is allocated solely to the Group B Units to the extent of previously allocated net income.

Noncontrolling interests are presented as a separate component of shareholders’ equity on the Company’s consolidated balance sheets. The primary components of noncontrolling interests are separately presented in the Company’s consolidated statements of changes in shareholders’ equity (deficit) to distinguish the shareholders’ equity (deficit) attributable to Class A shareholders and noncontrolling interest holders. Net income (loss) includes the net income (loss) attributable to the holders of noncontrolling interest on the Company’s consolidated statements of operations.

Sculptor Operating Group Ownership

The Company’s equity interest in the Sculptor Operating Group increased to 47.1% as of September 30, 2023, from 46.2% as of September 30, 2022. Changes in the Company’s interest in the Sculptor Operating Group have historically been, and in the future may be, driven by the following: (i) the exchange of Group A Units and Group P Units for Class A Shares, at which

time the related Class B Shares are also canceled; (ii) vesting of RSAs; (iii) the issuance of Class A Shares under the Company’s Amended and Restated 2007 Equity Incentive Plan, 2013 Incentive Plan and 2022 Incentive Plan related to the settlement of RSUs or PSUs; and (iv) the forfeiture of Group A Units and participating Group P Units by a departing executive managing director.

The table below sets forth the calculation of noncontrolling interests related to the Group A Units for each Sculptor Operating Partnership (rounding differences may occur). The blended participation percentages presented below take into account ownership changes throughout the periods presented.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
	(dollars in thousands)
Sculptor Capital LP
Net (loss) income	$	(20,207)		$	(9,389)		$	22,832		$	6,826
Blended participation percentage	0		%	0		%	0		%	0		%
Net Income Attributable to Group A Units	$	—		$	—		$	—		$	—
Sculptor Capital Advisors LP
Net loss	$	(11,556)		$	(14,398)		$	(32,107)		$	(15,595)
Blended participation percentage	37		%	39		%	38		%	38		%
Net Loss Attributable to Group A Units	$	(4,330)		$	(5,548)		$	(12,050)		$	(5,999)
Sculptor Capital Advisors II LP
Net loss	$	(11,584)		$	(9,800)		$	(39,238)		$	(29,273)
Blended participation percentage	37		%	40		%	38		%	38		%
Net Loss Attributable to Group A Units	$	(4,337)		$	(3,930)		$	(14,726)		$	(11,261)
Total Sculptor Operating Group
Net loss	$	(43,347)		$	(33,587)		$	(48,513)		$	(38,042)
Blended participation percentage	20		%	28		%	55		%	45		%
Net Loss Attributable to Group A Units	$	(8,667)		$	(9,478)		$	(26,776)		$	(17,260)

The following table presents the components of the net income loss attributable to noncontrolling interests:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Group A Units	$	(8,667)	$	(9,478)	$	(26,776)	$	(17,260)
Other	1,318		68		3,400		1,423
	$	(7,349)	$	(9,410)	$	(23,376)	$	(15,837)

The following table presents the components of the shareholders’ equity attributable to noncontrolling interests:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Group A Units	$	390,424	$	412,941
Other	36,106		26,538
	$	426,530	$	439,479

Redeemable noncontrolling interests

In the second quarter of 2023, our previously consolidated SPAC was liquidated in accordance with its charter and its Class A shares were redeemed. Therefore, there was no activity for the redeemable noncontrolling interests for the three months ended September 30, 2023. Prior to the liquidation, the investors’ interests in the SPAC were classified as redeemable noncontrolling interests in the consolidated balance sheets as they were redeemable for cash by the public shareholders in the event the SPAC did not consummate an initial business combination within the time period required by its charter. The following table presents the activity in redeemable noncontrolling interests, excluding the reversal of deferred underwriting fees as a result of the SPAC liquidation, for the nine months ended September 30, 2023:

	Nine Months Ended September 30,
	2023
	SPAC
	(dollars in thousands)
Beginning balance	$	237,864
Change in redemption value of Class A Shares of consolidated SPAC	958
Capital distributions	(242,172)
Comprehensive income	3,350
Ending Balance	$	—

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INVESTMENTS AND FAIR VALUE DISCLOSURES

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

INVESTMENTS AND FAIR VALUE DISCLOSURES

INVESTMENTS AND FAIR VALUE DISCLOSURES

The following table presents the components of the Company’s investments as reported in the consolidated balance sheets:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
U.S. government obligations, at fair value	$	79,408	$	24,782
CLOs, at fair value	217,543		207,147
Equity method investments	87,033		67,130
Total Investments	$	383,984	$	299,059
Investments of Consolidated Entities	$	322,516	$	544,554

The Company invests in U.S. government obligations to manage excess liquidity. CLOs, at fair value, consist of investments in notes of unconsolidated CLOs. These investments are carried at fair value under the irrevocable fair value option

election at initial recognition. Changes in fair value are recorded within net gains (losses) on investments in the consolidated statements of operations. Interest income on these investments is accrued using the effective interest method and separately presented from the overall change in fair value and is recognized in other revenues in the consolidated statement of operations.

The Company’s equity method investments include investments in funds, which are not consolidated, but in which the Company exerts significant influence, but not control. The Company has not elected the fair value option and accounts for such investments under the equity method. Under the equity method of accounting, the Company recognizes its share of the underlying earnings (losses) from equity method investments within net gains (losses) on investments in the consolidated statements of operations. The carrying amounts of equity method investments are recorded in investments in the consolidated balance sheets. Refer to Note 15 for details of the related party nature of such investments.

In the second quarter of 2023, our consolidated SPAC was liquidated in accordance with its charter and the investments held in a SPAC’s trust account were liquidated. Investments of consolidated entities included both investments of the Company’s consolidated SPAC, prior to its liquidation, as well as investments held by the Company’s consolidated structured alternative investment solution. The investments of the consolidated structured alternative investment solution that the Company manages are generally measured at fair value using the NAV per share practical expedient. The Company may determine based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, the Company will estimate the fair value in good faith and in a manner that it reasonably chooses in accordance with GAAP. The Company does not categorize investments where fair value is measured using the NAV practical expedient within the fair value hierarchy.

The following table summarizes the fair value of the investments of the structured alternative investment solution that are measured using the NAV practical expedient by strategy type and ability to redeem such investments as of September 30, 2023:

Fund Type(1)	Fair Value (as of September 30, 2023)		Redemption Frequency(2)	Redemption Notice Period(2)
	(dollars in thousands)
Multi-strategy	58,583		Quarterly - Annually	30 days - 90 days
Credit	250,321		Monthly - Annually(3)	30 days - 90 days
Real estate	13,612		None(4)	N/A
Total	$	322,516

_______________

(1)The structured alternative investment solution invests in both open-ended and close-ended funds. The investments in each fund may represent investments in a particular tranche of such fund subject to different withdrawal rights.

(2)$163.3 million of investments are subject to an initial lock-up period of three years during which time no withdrawals or redemptions are allowed. Once the lock-up period ends, the investments are able to be redeemed with the frequency noted above.

(3)30% of these investments are in closed-end funds which cannot be redeemed, as distributions will be received as the underlying assets are liquidated, which is expected to be approximately six years from inception.

(4)100% of these investments are in closed-end funds which cannot be redeemed, as distributions will be received as the underlying assets are liquidated, which is expected to be approximately seven to nine years from inception.

As of September 30, 2023, the structured alternative investment solution had unfunded commitments of $72.0 million related to the investments presented in the table above.

See Note 2 in the Company’s Annual Report for additional information regarding the investments of consolidated entities.

Fair Value Disclosures

Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company and the funds it manages hold a variety of investments, certain of which are not publicly traded or that are otherwise illiquid. Significant judgement and estimation go into the assumptions that drive the fair value of these investments. The fair value of these investments may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of investments that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material.

GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type and the specific characteristics of the financial instrument, including existence and transparency of transactions between market participants. Financial instruments with readily available actively quoted prices or for which fair value can be measured from actively-quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value.

Financial instruments measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values:

•Level I – Quoted prices that are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments that would generally be included in this category are listed equities, U.S. government obligations and listed derivatives. The Company does not adjust the quoted price for these investments.

•Level II – Quotations received from dealers making a market for financial instruments (“broker quotes”), valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly observable as of the reporting date. The types of financial instruments that would generally be included in this category are certain corporate bonds and loans, certain credit default swap contracts, certain bank debt securities, certain commercial real estate debt, less liquid equity securities, forward contracts and certain over the-counter (“OTC”) derivatives where the fair value is based on observable inputs. These financial instruments exhibit higher levels of liquid market observability as compared to Level III financial instruments.

•Level III – Pricing inputs that are unobservable for the financial instruments and includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value of financial instruments in this category may require significant management judgment or estimation. The fair value of these financial instruments may be estimated using a combination of observed transaction prices, independent pricing services, relevant broker quotes, models or other valuation methodologies based on pricing inputs that are neither directly or indirectly market observable (e.g., cash flows, implied yields, EBITDA multiples). The types of financial instruments that would generally be included in this category include CLOs, certain warrant liabilities, certain credit default swap contracts, certain bank debt securities, certain OTC derivatives, asset-backed securities, collateralized debt obligations and investments in affiliated credit funds.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument when the fair value is based on unobservable inputs.

For financial instruments for which the Company uses independent pricing services for valuation, the Company performs analytical procedures and compares independent pricing service valuations to other vendors’ pricing as applicable. The Company also performs due diligence reviews on independent pricing services on an annual basis and performs other due diligence procedures as may be deemed necessary.

Fair Value Measurements Categorized within the Fair Value Hierarchy

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy for the periods presented:

	As of September 30, 2023
	Level I		Level II		Level III		NAV		Total
	(dollars in thousands)
Assets, at Fair Value
Included within cash and cash equivalents:
U.S. government obligations	$	9,913	$	—	$	—	$	—	$	9,913
Included within investments:
U.S. government obligations	$	79,408	$	—	$	—	$	—	$	79,408
CLOs(1)	$	—	$	—	$	217,543	$	—	$	217,543
Included within investments of consolidated entities:
Investments in funds	$	—	$	—	$	—	$	322,516	$	322,516
Liabilities, at Fair Value
Warrants	$	—	$	—	$	34,140	$	—	$	34,140
Liabilities of consolidated entities:
Notes payable	$	—	$	—	$	220,702	$	—	$	220,702

_______________

(1) As of September 30, 2023, investments in CLOs had contractual principal amounts of $213.0 million outstanding, which excludes the Company’s investments in subordinated tranches of the notes, as these do not have contractual principal payments.

	As of December 31, 2022
	Level I		Level II		Level III		NAV		Total
	(dollars in thousands)
Assets, at Fair Value
Included within cash and cash equivalents:
U.S. government obligations	$	19,937	$	—	$	—	$	—	$	19,937
Included within investments:
U.S. government obligations	$	24,782	$	—	$	—	$	—	$	24,782
CLOs(1)	$	—	$	—	$	207,147	$	—	$	207,147
Included within investments of consolidated entities:
U.S. government obligations	$	237,964	$	—	$	—	$	—	$	237,964
Investments in funds	—		—		—		306,590		306,590
Investments of Consolidated Entities	$	237,964	$	—	$	—	$	306,590	$	544,554
Liabilities, at Fair Value
Warrants	$	—	$	—	$	24,163	$	—	$	24,163
Liabilities of consolidated entities:
Warrants	$	596	$	—	$	—	$	—	$	596
Notes payable	$	—	$	—	$	196,106	$	—	$	196,106

_______________

(1) As of December 31, 2022, investments in CLOs had contractual principal amounts of $212.0 million outstanding, which excludes the Company’s investments in subordinated tranches of the notes, as these do not have contractual principal payments.

Reconciliation of Fair Value Measurements Categorized within Level III

Gains and losses on investments categorized within Level III, excluding those related to investments of consolidated entities and foreign currency translation adjustments, are recorded within net gains (losses) on investments in the consolidated statements of operations. Gains and losses related to foreign currency translation adjustments are recorded in the statements of comprehensive income (loss), and gains and losses related to investment of consolidated entities are recorded within net (losses) gains of consolidated entities. Amortization of premium, accretion of discount and foreign exchange gains and losses on non-U.S. dollar investments are also included within gains and losses in the tables below. Changes in fair value of warrant liabilities are included in other income (loss) in the consolidated statements of operations. In the first quarter of 2022, the warrants of the consolidated SPAC began to trade publicly, and as such, were transferred from Level III to Level I and in the second quarter of 2023, the warrants expired worthless as the SPAC was liquidated. Changes in fair value of warrant liabilities and notes payable of the consolidated entities are included in net (losses) gains of consolidated entities in the consolidated statements of operations. The Company elected to measure its investments in CLOs, U.S. government obligations and notes payable of the consolidated fund at fair value through consolidated net (loss) income in order to simplify its accounting for these instruments.

The following tables summarize the changes in the Company’s Level III financial assets and liabilities for the three months ended September 30, 2023 and 2022:

	June 30, 2023		Transfers In		Transfers Out		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2023
	(dollars in thousands)
Assets, at Fair Value
Included within investments
CLOs	$	208,138	$	—	$	—	$	15,687	$	(3,887)	$	2,938	$	(5,333)	$	217,543
Liabilities, at Fair Value
Warrants	$	24,423	$	—	$	—	$	—	$	—	$	(9,717)	$	—	$	34,140
Liabilities of consolidated entities:
Notes payable	$	205,290	$	—	$	—	$	—	$	—	$	(15,412)	$	—	$	220,702
	June 30, 2022		Transfers In		Transfers Out		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2022
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	203,631	$	—	$	—	$	248	$	(40)	$	(4,143)	$	(10,482)	$	189,214
Investments of consolidated entities:
Bank Debt	$	40,226	$	—	$	(16,296)	$	—	$	(23,930)	$	—	$	—	$	—
Liabilities, at Fair Value
Warrants	$	22,211					$	—	$	—	$	(2,386)	$	—	$	24,597
Liabilities of consolidated entities:
Notes payable	$	201,985	$	—	$	—	$	—	$	—	$	(5,993)	$	—	$	207,978

The following tables summarize the changes in the Company’s Level III financial assets and liabilities for the nine months ended September 30, 2023 and 2022:

	December 31, 2022		Transfers In		Transfers Out		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2023
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	207,147	$	—	$	—	$	16,231	$	(12,342)	$	8,525	$	(2,018)	$	217,543
Liabilities, at Fair Value
Warrants	$	24,163	$	—	$	—	$	—	$	—	$	(9,977)	$	—	$	34,140
Liabilities of consolidated entities:
Notes payable	$	196,106	$	—	$	—	$	—	$	—	$	(24,596)	$	—	$	220,702

	December 31, 2021		Transfers In			Transfers Out			Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2022
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	219,510	$	—		$	—		$	30,087	$	(12,413)	$	(22,931)	$	(25,039)	$	189,214
Investments of consolidated entities:
Bank Debt	$	—	$	3,603	(1)	$	(47,258)	(1)	$	98,217	$	(51,335)	$	(3,227)	$	—	$	—
Liabilities, at Fair Value
Warrants	$	65,287	$	—		$	—		$	—	$	—	$	40,690	$	—	$	24,597
Liabilities of consolidated entities:
Warrants	$	7,590	$	—		$	(3,450)	(2)	$	—	$	—	$	4,140	$	—	$	—
Notes payable	$	—	$	—		$	—		$	215,733	$	—	$	7,755	$	—	$	207,978

_______________

(1) Transfers into and out of Level III in bank debt include $2.3 million related to the consolidation (Transfers In) and $14.0 million related to the subsequent deconsolidation (Transfers Out) of a fund that the Company manages.

(2) Transfers out of Level III into Level I related to warrants of consolidated entities that became publicly traded with available quoted prices during the first quarter of 2022.

The table below summarizes the net change in unrealized gains and (losses) on the Company’s Level III financial instruments outstanding as of the reporting date:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	(2,395)	$	(14,625)	$	6,507	$	(47,970)
Liabilities, at Fair Value
Warrants	$	(9,717)	$	(2,386)	$	(9,977)	$	40,690
Liabilities of consolidated entities:
Notes payable	$	(15,412)	$	(5,993)	$	(24,596)	$	7,755

Level III Valuation Methodologies

Financial instruments classified within Level III of the fair value hierarchy are generally comprised of CLOs, warrant liabilities and notes payable of consolidated entities.

Investments in CLOs are valued using independent pricing services. The Company performs procedures over the values provided by the pricing services, as discussed above.

Warrant liabilities of the Company are valued by independent pricing services using Black-Scholes option pricing model with a probability-weighted value based upon merger and no merger scenarios. The Company’s Class A share price, warrant exercise price, risk free rate, volatility, term to expiry and probability of merger are the primary inputs to the valuation. The significant unobservable quantitative input used for the fair value measurement of the warrant liabilities of the Company was volatility. The volatility of 58.65% used in the merger scenario was based on a 100-day historical volatility per the warrant contractual terms in case of a change of control and the volatility used in a no merger scenario was a term matched historical volatility of 55.96%, as of September 30, 2023.

Notes payable of consolidated entities are valued using independent pricing services. The Company measures the financial liabilities of its consolidated entity based on the fair value of the financial assets of the consolidated entity, as the Company believes the fair value of the financial assets is more observable. Refer to Note 2 in the Company’s Annual Report for additional valuation considerations of the notes payable of consolidated entities.

Financial Instruments Not Measured at Fair Value

Management estimates that the carrying value of the Company’s financial instruments not measured at fair value, including its debt obligations and repurchase agreements, approximated their fair values as of September 30, 2023. The fair value measurements for the Company’s debt obligations and repurchase agreements are categorized as Level III within the fair value hierarchy. The fair value measurements for the Company’s CLO Investments Loans (as defined in Note 7) and repurchase agreements were determined using independent pricing services. The fair value measurement for the Company’s 2020 Term Loan (as defined in Note 7) was determined using a discounted cash flow model.

Loans Sold to CLOs Managed by the Company

From time to time the Company may sell loans to CLOs managed by the Company. These loans are purchased by the Company in the open market and simultaneously sold for cash to the CLOs. The loans are accounted for as transfers of financial assets as they meet the criteria for derecognition under U.S. GAAP. No loans were sold in each of the nine months ended September 30, 2023 and 2022. The Company invests in senior secured and subordinated notes issued by certain CLOs to which it sold loans in the past. These investments represent retained interests to the Company and are in the form of a 5% vertical strip (i.e., 5% of each of the senior and subordinated tranches of notes issued by each CLO). The retained interests are reported within investments on the Company’s consolidated balance sheet. As of September 30, 2023 and December 31, 2022, the Company’s investments in these retained interests had a fair value of $71.3 million and $78.6 million, respectively.

The Company is subject to risks associated with the performance of the underlying collateral and the market yield of the assets. The Company’s risk of loss from retained interest is limited to its investments in these interests. The Company receives quarterly payments of interest and principal, as applicable, on these retained interests. For the nine months ended September 30, 2023 and 2022, the Company received $13.2 million and $2.0 million, respectively, of interest and principal payments related to the retained interests.

The Company may from time to time refinance its investment in CLOs. If a refinanced CLO investment is considered substantially different from the original CLO investment, the refinancing is accounted for as a sale and a new refinanced CLO investment is recognized at fair value that is used to determine the amount of gain or loss on derecognition that is presented within net gains (losses) on investments in the consolidated statements of operations. If the refinancing is not considered substantially different from the original CLO investment, a new effective interest rate that equates the revised cash flows to the carrying amount of the original CLO investment is calculated and applied prospectively.

The Company uses independent pricing services to value its investments in the CLOs, including the retained interests, and therefore the only key assumption is the price provided by such service. A corresponding adverse change of 10% or 20% on price would have a corresponding impact on the fair value of the Company’s investments in CLOs.

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VARIABLE INTEREST ENTITIES

9 Months Ended

Sep. 30, 2023

Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Determination Methodology and Factors [Abstract]

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES In the ordinary course of business, the Company sponsors the formation of entities that are considered VIEs. In accordance with GAAP consolidation guidance, the Company consolidates certain VIEs for which it is the primary beneficiary either directly or indirectly through a consolidated entity. See Note 2 in the Company’s Annual Report for a discussion of entities that are VIEs and the evaluation of those entities for consolidation by the Company.

The table below presents the assets and liabilities of VIEs consolidated by the Company.

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Assets
Assets of consolidated entities:
Cash and cash equivalents	$	391	$	3
Restricted cash and cash equivalents	9,800		9,805
Investments, at fair value	322,516		306,590
Other assets	11,266		2,016
Total Assets	$	343,973	$	318,414
Liabilities
Liabilities of consolidated entities:
Notes payable	$	220,702	$	196,106
Other liabilities	5,070		1,601
Total Liabilities	$	225,772	$	197,707

The assets of consolidated variable interest entities may only be used to settle obligations of these entities and are not available to creditors of the Company. The investors in these consolidated entities have no recourse against the assets of the Company. There is no recourse to the Company for the consolidated VIEs’ liabilities.

The Company’s involvement with VIEs that are not consolidated is generally limited to providing asset management services and, in certain cases, insignificant investments in the VIEs. The maximum exposure to loss represents the potential loss of current investments or income and fees receivables from these entities, as well as the obligation to repay unearned revenues, primarily incentive income subject to clawback, in the event of any future fund losses, as well as unfunded commitments to certain funds that are VIEs, as discussed in Note 16. The Company does not provide, nor is it required to provide, any type of non-contractual financial or other support to its VIEs that are not consolidated other than its own capital commitments.

The table below presents the net assets of unconsolidated VIEs in which the Company has variable interests along with the maximum exposure to loss as a result of the Company’s involvement with non-consolidated VIEs:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Net assets of unconsolidated VIEs in which the Company has a variable interest	$	12,598,243	$	12,738,164
Maximum risk of loss as a result of the Company’s involvement with unconsolidated VIEs:
Unearned income and fees	40,359		53,869
Income and fees receivable	13,452		41,890
Investments	266,122		245,583
Investments of consolidated entities	263,932		237,699
Unfunded commitments(1)	202,916		182,797
Maximum Exposure to Loss	$	786,781	$	761,838

_______________

(1) Includes commitments from certain employees and executive managing directors in the amounts of $89.7 million and $65.4 million as of September 30, 2023 and December 31, 2022, respectively.

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LEASES

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

LEASES

LEASES

The Company has non-cancelable operating leases for its headquarters in New York and its offices in London, Hong Kong, Shanghai, and various other locations and data centers. The Company does not have renewal options for any of its current leases. The Company also subleases a portion of its office space in London and New York through the end of the lease term. In addition, the Company has finance leases for computer hardware. As of September 30, 2023, the Company has pledged collateral related to its lease obligations of $6.2 million, which is included within restricted cash in the consolidated balance sheets.

The tables below represent components of lease expense and associated cash flows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Lease Cost
Operating lease cost	$	4,825	$	4,628	$	14,030	$	13,992
Short-term lease cost	22		21		66		75
Finance lease cost - amortization of leased assets	51		113		222		296
Finance lease cost - imputed interest on lease liabilities	15		19		45		23
Less: Sublease income	(902)		(779)		(2,539)		(2,413)
Net Lease Cost	$	4,011	$	4,002	$	11,824	$	11,973

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Supplemental Lease Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	5,311	$	5,140	$	15,764	$	15,631
Operating cash flows for finance leases	$	—	$	6	$	5	$	6
Finance cash flows for finance leases	$	—	$	155	$	223	$	318
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	1,818	$	—	$	1,818	$	1,079
Finance leases	$	—	$	1,016	$	—	$	1,016

	September 30, 2023		December 31, 2022
Lease Term and Discount Rate
Weighted average remaining lease term
Operating leases	6.1 years		6.7 years
Finance leases	3.8 years		4.5 years
Weighted average discount rate
Operating leases	8.0	%	7.8	%
Finance leases	7.9	%	7.9	%

	Operating Leases		Finance Leases
	(dollars in thousands)
Maturity of Lease Liabilities - Contractual Payments to be Paid
October 1, 2023 to December 31, 2023	$	4,786	$	—
2024	17,520		228
2025	14,989		228
2026	15,353		228
2027	17,675		228
Thereafter	35,015		—
Total Lease Payments	105,338		912
Imputed interest	(22,170)		(116)
Total Lease Liabilities - Contractual Payments to be Paid	$	83,168	$	796

	Operating Leases
	(dollars in thousands)
Sublease Rent - Contractual Payments to be Received
October 1, 2023 to December 31, 2023	$	904
2024	1,920
2025	1,920
2026	1,920
2027	1,960
Thereafter	4,160
Total Sublease Rent - Contractual Payments to be Received	$	12,784

LEASES

LEASES

The Company has non-cancelable operating leases for its headquarters in New York and its offices in London, Hong Kong, Shanghai, and various other locations and data centers. The Company does not have renewal options for any of its current leases. The Company also subleases a portion of its office space in London and New York through the end of the lease term. In addition, the Company has finance leases for computer hardware. As of September 30, 2023, the Company has pledged collateral related to its lease obligations of $6.2 million, which is included within restricted cash in the consolidated balance sheets.

The tables below represent components of lease expense and associated cash flows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Lease Cost
Operating lease cost	$	4,825	$	4,628	$	14,030	$	13,992
Short-term lease cost	22		21		66		75
Finance lease cost - amortization of leased assets	51		113		222		296
Finance lease cost - imputed interest on lease liabilities	15		19		45		23
Less: Sublease income	(902)		(779)		(2,539)		(2,413)
Net Lease Cost	$	4,011	$	4,002	$	11,824	$	11,973

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Supplemental Lease Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	5,311	$	5,140	$	15,764	$	15,631
Operating cash flows for finance leases	$	—	$	6	$	5	$	6
Finance cash flows for finance leases	$	—	$	155	$	223	$	318
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	1,818	$	—	$	1,818	$	1,079
Finance leases	$	—	$	1,016	$	—	$	1,016

	September 30, 2023		December 31, 2022
Lease Term and Discount Rate
Weighted average remaining lease term
Operating leases	6.1 years		6.7 years
Finance leases	3.8 years		4.5 years
Weighted average discount rate
Operating leases	8.0	%	7.8	%
Finance leases	7.9	%	7.9	%

	Operating Leases		Finance Leases
	(dollars in thousands)
Maturity of Lease Liabilities - Contractual Payments to be Paid
October 1, 2023 to December 31, 2023	$	4,786	$	—
2024	17,520		228
2025	14,989		228
2026	15,353		228
2027	17,675		228
Thereafter	35,015		—
Total Lease Payments	105,338		912
Imputed interest	(22,170)		(116)
Total Lease Liabilities - Contractual Payments to be Paid	$	83,168	$	796

	Operating Leases
	(dollars in thousands)
Sublease Rent - Contractual Payments to be Received
October 1, 2023 to December 31, 2023	$	904
2024	1,920
2025	1,920
2026	1,920
2027	1,960
Thereafter	4,160
Total Sublease Rent - Contractual Payments to be Received	$	12,784

LEASES

LEASES

The Company has non-cancelable operating leases for its headquarters in New York and its offices in London, Hong Kong, Shanghai, and various other locations and data centers. The Company does not have renewal options for any of its current leases. The Company also subleases a portion of its office space in London and New York through the end of the lease term. In addition, the Company has finance leases for computer hardware. As of September 30, 2023, the Company has pledged collateral related to its lease obligations of $6.2 million, which is included within restricted cash in the consolidated balance sheets.

The tables below represent components of lease expense and associated cash flows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Lease Cost
Operating lease cost	$	4,825	$	4,628	$	14,030	$	13,992
Short-term lease cost	22		21		66		75
Finance lease cost - amortization of leased assets	51		113		222		296
Finance lease cost - imputed interest on lease liabilities	15		19		45		23
Less: Sublease income	(902)		(779)		(2,539)		(2,413)
Net Lease Cost	$	4,011	$	4,002	$	11,824	$	11,973

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Supplemental Lease Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	5,311	$	5,140	$	15,764	$	15,631
Operating cash flows for finance leases	$	—	$	6	$	5	$	6
Finance cash flows for finance leases	$	—	$	155	$	223	$	318
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	1,818	$	—	$	1,818	$	1,079
Finance leases	$	—	$	1,016	$	—	$	1,016

	September 30, 2023		December 31, 2022
Lease Term and Discount Rate
Weighted average remaining lease term
Operating leases	6.1 years		6.7 years
Finance leases	3.8 years		4.5 years
Weighted average discount rate
Operating leases	8.0	%	7.8	%
Finance leases	7.9	%	7.9	%

	Operating Leases		Finance Leases
	(dollars in thousands)
Maturity of Lease Liabilities - Contractual Payments to be Paid
October 1, 2023 to December 31, 2023	$	4,786	$	—
2024	17,520		228
2025	14,989		228
2026	15,353		228
2027	17,675		228
Thereafter	35,015		—
Total Lease Payments	105,338		912
Imputed interest	(22,170)		(116)
Total Lease Liabilities - Contractual Payments to be Paid	$	83,168	$	796

	Operating Leases
	(dollars in thousands)
Sublease Rent - Contractual Payments to be Received
October 1, 2023 to December 31, 2023	$	904
2024	1,920
2025	1,920
2026	1,920
2027	1,960
Thereafter	4,160
Total Sublease Rent - Contractual Payments to be Received	$	12,784

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DEBT OBLIGATIONS AND WARRANTS

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

DEBT OBLIGATIONS AND WARRANTS

DEBT OBLIGATIONS AND WARRANTS

	2020 Term Loan		CLO Investments Loans		Total
	(dollars in thousands)
Maturity of Debt Obligations
October 1, 2023 to December 31, 2023	$	—	$	—	$	—
2024	—		—		—
2025	—		1,120		1,120
2026	95,000		—		95,000
2027	—		—		—
2028	—		—		—
Thereafter	—		29,800		29,800
Total Payments	95,000		30,920		125,920
Unamortized discounts & deferred financing costs	(10,256)		(178)		(10,434)
Total Debt Obligations	$	84,744	$	30,742	$	115,486

2020 Credit Agreement

On September 25, 2020, Sculptor Capital LP, as borrower, (the “Borrower”), and certain other subsidiaries of the Company, as guarantors, entered into a credit and guaranty agreement, as amended on December 20, 2022, (the “2020 Credit Agreement”), consisting of (i) a senior secured term loan facility in an initial aggregate principal amount of $320.0 million (the “2020 Term Loan”) and (ii) a senior secured revolving credit facility in an initial aggregate principal amount of $25.0 million (the “2020 Revolving Credit Facility”). The proceeds from the 2020 Term Loan were first allocated to the full fair value of the warrants issued in connection with the 2020 Credit Agreement (which establishes both a liability and a debt discount, as described below), and the residual proceeds, net of deferred offering costs and discounts, of $275.8 million was then recognized as the initial carrying value of the 2020 Term Loan.

Certain prepayments of the 2020 Term Loan are subject to a prepayment premium (the “Call Premium”) equal to (a) prior to the second anniversary of the Closing Date, a customary “make-whole” premium equal to the present value of all required interest payments that would be due from the date of prepayment through and including the second anniversary of the Closing Date plus a premium of 3.0% of the principal amount of loans prepaid, (b) on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, a premium of 3.0% of the principal amount of loans prepaid, (c) on or after the third anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date, a premium of 2.0% of the principal amount of loans prepaid and (d) thereafter, 0%. On June 21, 2021, the Company entered into a letter agreement amending the 2020 Credit Agreement to increase the amount of voluntary prepayments for which the Call Premium shall not apply from $175.0 million to $225.0 million in exchange for an amendment fee of $1.75 million. As such, no Call Premium was due on the first $225.0 million prepaid by the Company. The amendment fee was recorded as an additional discount to the 2020 Term Loan in the second quarter of 2021. In 2021, the Company prepaid $224.4 million of the 2020 Term Loan, resulting in an outstanding balance of $95.0 million, which is due at maturity. The Company recognized a $30.2 million loss on this retirement of debt. As a result of the $175.0 million of aggregate prepayments made through March 31, 2021, the Company is no longer subject to the cash sweep or financial maintenance covenants, other than the covenant requiring $20.0 billion minimum fee-paying Assets Under Management described below.

The 2020 Term Loan and the 2020 Revolving Credit Facility mature on the seventh and sixth anniversary, respectively, of the initial funding of the 2020 Term Loan, which occurred on November 13, 2020 (the “Closing Date”). Borrowings under the 2020 Credit Agreement bear interest at a per annum rate equal to, at the Company’s option, the one, three or six-month Secured Overnight Financing Rate (“SOFR”) (subject to a 0.75% floor), plus 6.25%. With respect to interest calculated using one-month SOFR, additional rate equal to 0.05% is applied and with respect to interest calculated using three-month or six-month SOFR,

additional rate equal to 0.10% is applied. The Borrower is also required to pay an undrawn commitment fee at a rate per annum equal to 0.50% of the undrawn portion of the 2020 Revolving Credit Facility.

The 2020 Credit Agreement prohibits the total fee-paying Assets Under Management, subject to certain exclusions, of the Borrower, the guarantors and their consolidated subsidiaries as of the last day of any fiscal quarter to be less than $20.0 billion. The 2020 Credit Agreement contains customary events of default for a transaction of this type, after which obligations under the 2020 Credit Agreement may be declared immediately due and payable and sets forth certain types of bankruptcy or insolvency events of default involving the Borrower, the guarantors or any of the material subsidiaries of the foregoing after which the obligations under the 2020 Credit Agreement become automatically due and payable. The 2020 Credit Agreement also provided the counterparty the right to appoint an individual to a seat on the Company’s Board of Directors.

The Company expects to repay all amounts outstanding under the 2020 Term Loan and the 2020 Revolving Credit Facility in connection with the closing of the proposed transaction between the Company and Rithm Capital Corp. Refer to Note 17 for details of the proposed transaction.

Warrants

In connection with the 2020 Credit Agreement, the Company has issued and outstanding warrants to purchase 4,338,015 Class A Shares. The warrants have a 10-year term from the Closing Date and an initial exercise price per share equal to $11.93. The exercise price is subject to reduction by an amount equal to any dividends paid on Class A Shares. As a result, the exercise price was $7.95 per share as of September 30, 2023. The warrants provide for customary adjustments in the event of a stock split, stock dividend, recapitalization or similar event. In lieu of making a cash payment otherwise contemplated upon exercise, the holder may exercise the warrants in whole or in part to receive a net number of Class A Shares. In addition, the 2020 Credit Agreement provides that, upon exercise in whole or in part by the holder, the Company may decide in its sole discretion whether the holder’s exercise of such warrant will be settled by delivery of Class A Shares (which shares may be reduced to a net number of Class A Shares in accordance with the procedure described in the preceding sentence) or by the Company’s payment to the holder of an amount in cash equal to the Black-Scholes value as provided for in the applicable warrant agreement. If the Company undergoes a change of control prior to the expiration date, the holder will have the right to require the Company to repurchase any remaining portion of the warrants not yet exercised at their Black-Scholes value as provided for in the applicable agreement. Refer to Note 17 for further details.

Warrants of the Consolidated SPAC

In the second quarter of 2023, the SPAC was liquidated in accordance with its charter and the 11.2 million warrants to the Company and 11.5 million warrants to third parties expired worthless. The warrants had a 5-year term from the day of the SPAC IPO and an initial exercise price per share equal to $11.50. The warrants were subject to other customary terms common for instruments of this type. The Company eliminated the SPAC warrants it held in consolidation.

Notes Payable of a Consolidated Entity

In the first quarter of 2022, the Company launched a structured alternative investment solution that it consolidated, which issued notes in the aggregate principal amount of $350.0 million, of which approximately $127.8 million were acquired by the Company and eliminated in consolidation. The notes held by the Company consisted of $20.0 million of Class A, $20.0 million of Class C and $87.8 million of subordinated notes. Changes in the fair value of the notes payable of the structured alternative investment solution are presented within net (losses) gains of consolidated entities in the consolidated statements of operations. The fair value of the notes payable as of September 30, 2023, was $220.7 million. The notes payable mature in May 2037.

The table below summarizes material terms of the notes payable:

	Class A Notes	Class B Notes	Class C Notes	Subordinated Notes(1)
	(dollars in thousands)
Type	Senior Secured	Senior Secured	Mezzanine Secured	Unsecured
Initial principal amount	$140,000	$70,000	$35,000	$105,000
Initial interest rate	4.25%	6.00%	6.75%	N/A
Interest rate after step up and effective date(2)	6.25%; May 2028	8.00%; May 2029	9.50%; May 2025	N/A

_______________

(1) Subordinated notes do not have stated interest rates or principal entitlement but instead receive net proceeds from excess cash flows remaining after periodic payments have been made to more senior notes and after fees and expenses in accordance with the priority of payments.

(2) Interest rate after a one time step up in basis at the indicated effective date.

See Note 2 in the Company’s Annual Report for accounting policies for the notes payables of the consolidated entities.

Credit Facility of a Consolidated Entity

In the first quarter of 2022, the structured alternative investment vehicle entered into a $52.5 million credit facility which expires March 18, 2025. The credit facility is capped at $20.0 million of the total borrowing capacity per quarter. The facility is subject to a SOFR reference rate, as defined in the agreement, plus 3.00%. The facility is also subject to an annual 1.15% unused commitment fee. As of September 30, 2023, the fund has not drawn on the facility. The credit facility agreement is subject to other customary terms common for instruments of this type. The creditors of the Company’s consolidated entities have no recourse to the Company.

CLO Investments Loans

The Company entered into loans to finance portions of investments in certain CLOs (collectively, the “CLO Investments Loans”). In general, the Company will make interest payments on the loans at such time interest payments are received on its investments in the CLOs, and will make principal payments on the loans to the extent principal payments are received on its investments in the CLOs, with any remaining balance due upon maturity.

The loans are subject to customary events of default and covenants and also include terms that require the Company’s continued involvement with the CLOs. In addition to customary events of default included in financing arrangements of this type, an event of default would also be triggered if there is an event of default at the CLO level. Prior to the relevant CLO’s maturity date, this would include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as a payment default, where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. The CLO Investments Loans do not have any financial maintenance covenants and are secured by the related investments in CLOs with fair values of $32.3 million and $40.0 million as of September 30, 2023 and December 31, 2022, respectively.

Carrying amounts presented in the table below are net of discounts, if any, and unamortized deferred financing costs. The interest rates on the CLO Investments Loans are variable based on SOFR or EURIBOR (subject to a floor of zero percent). The final maturity date for each CLO Investments Loan is the earlier of the contractual maturity date presented in the table below or the date at which the Company no longer holds a risk retention investment in the respective CLO. The timing of principal payments on CLO Investments Loans is contingent on principal payments made to the Company on the investments in CLOs and the CLO Investments Loans may amortize well in advance of their contractual maturity dates.

Initial Borrowing Date	Contractual Rate	Contractual Maturity Date	Carrying Value
			September 30, 2023		December 31, 2022
			(dollars in thousands)
June 7, 2017	SOFR plus 1.48%	November 16, 2029	$	12,478	$	16,835
August 2, 2017	SOFR plus 1.41%	January 21, 2030	17,144		21,594
January 19, 2022	EURIBOR plus 1.50%	December 15, 2023	—		2,285
June 1, 2023	EURIBOR plus 1.85%	April 12, 2025	1,120		—
			$	30,742	$	40,714

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SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

9 Months Ended

Sep. 30, 2023

Transfers and Servicing of Financial Assets [Abstract]

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

The Company has €200.0 million and $100.0 million master credit facility agreements (the “CLO Financing Facilities”) to finance portions of the risk retention investments in certain CLOs managed by the Company. Subject to the terms and conditions of the CLO Financing Facilities, the Company and the counterparty may enter into repurchase agreements on such terms agreed upon by the parties. Each transaction entered into under the CLO Financing Facilities will bear interest at a rate based on the weighted average effective interest rate of each class of securities that have been sold plus a spread to be agreed upon by the parties. As of September 30, 2023, €43.6 million and $86.5 million of the CLO Financing Facilities remained available.

Each transaction entered into under the CLO Financing Facilities provides for payment netting and, in the case of a default or similar event with respect to the counterparty to the CLO Financing Facilities, provides for netting across transactions. Generally, upon a counterparty default, the Company can terminate all transactions under the CLO Financing Facilities and offset amounts it owes in respect of any one transaction against collateral it has received in respect of any other transactions under the CLO Financing Facilities; provided, however, that in the case of certain defaults, the Company may only be able to terminate and offset solely with respect to the transaction affected by the default. During the term of a transaction entered into under the CLO Financing Facilities, the Company will deliver cash or additional securities acceptable to the counterparty if the securities sold are in default. In addition to customary events of default included in financing arrangements of this type, an event of default would also be triggered if there is an event of default at the CLO level. Prior to the relevant CLO’s maturity date, this would include certain material covenant breaches, regulatory and insolvency events for the relevant CLO issuer, as well as a payment default where the relevant CLO is unable to make interest payments on the senior, non-deferrable interest notes issued by the CLO. Upon termination of a transaction, the Company will repurchase the previously sold securities from the counterparty at a previously determined repurchase price. The CLO Financing Facilities may be terminated at any time upon certain defaults or circumstances agreed upon by the parties.

The repurchase agreements may result in credit exposure in the event the counterparty to the transaction is unable to fulfill its contractual obligations. The Company minimizes the credit risk associated with these activities by monitoring counterparty credit exposure and collateral values. Other than margin requirements, the Company is not subject to additional terms or contingencies which would expose the Company to additional obligations based upon the performance of the securities pledged as collateral.

The table below presents securities sold under agreements to repurchase that are offset, if any, as well as securities transferred to the counterparty related to such transactions (capped so that the net amount presented will not be reduced below zero). No other material financial instruments were subject to master netting agreements or other similar agreements:

Securities Sold under Agreements to Repurchase	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Liabilities in the Consolidated Balance Sheet		Securities Transferred		Net Amount
	(dollars in thousands)
As of September 30, 2023	$	177,503	$	—	$	177,503	$	173,156	$	4,347
As of December 31, 2022	$	166,632	$	—	$	166,632	$	157,107	$	9,525

The securities sold under agreements to repurchase have a set scheduled maturity date that corresponds to the maturities of the securities sold under such transaction. The table below presents the remaining final contractual maturity of the securities sold to the counterparty under agreement to repurchase by class of collateral pledged:

	Investments in CLOs
Securities Sold under Agreements to Repurchase	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater Than 90 Days		Total
	(dollars in thousands)
As of September 30, 2023	$	—	$	—	$	—	$	177,503	$	177,503
As of December 31, 2022	$	—	$	—	$	—	$	166,632	$	166,632

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OTHER ASSETS, NET

9 Months Ended

Sep. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

OTHER ASSETS, NET

OTHER ASSETS, NET

The following table presents the components of other assets, net as reported in the consolidated balance sheets:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Fixed Assets:
Leasehold improvements	$	47,826	$	47,736
Computer hardware and software	44,402		44,603
Furniture, fixtures and equipment	8,013		8,013
Accumulated depreciation and amortization	(82,475)		(79,390)
Fixed assets, net	17,766		20,962
Goodwill	22,691		22,691
Cloud computing costs	13,685		9,940
Prepaid expenses	11,440		16,698
Redemption receivable(1)	—		28,721
Other	9,842		7,430
Total Other Assets, Net	$	75,424	$	106,442

_______________

(1) Represents amounts receivable on a redeemed investment in a fund.

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OTHER LIABILITIES

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

OTHER LIABILITIES

OTHER LIABILITIES

The following table presents the components of other liabilities as reported in the consolidated balance sheets:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Accrued expenses	$	21,468	$	20,925
Uncertain tax positions	8,250		8,250
Due to funds(1)	3,391		3,854
Other	10,069		10,020
Total Other Liabilities	$	43,178	$	43,049

_______________

(1) To the extent that a fee-paying fund is an investor in another fee-paying fund, the Company rebates a corresponding portion of the management fees charged in the investee fund. Due to funds amounts also reflect certain incentive income and management fee waivers.

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REVENUES

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

REVENUES

REVENUES

The following table presents management fees and incentive income recognized as revenues for the three months ended September 30, 2023 and 2022:

	Three Months Ended September 30,
	2023				2022
	Management Fees		Incentive Income		Management Fees		Incentive Income
	(dollars in thousands)
Multi-strategy funds	$	28,566	$	781	$	33,579	$	209
Credit
Opportunistic credit funds	11,524		6,290		12,001		698
Institutional Credit Strategies	11,354		—		11,550		—
Real estate funds	8,750		10,730		9,106		6,659
Total	$	60,194	$	17,801	$	66,236	$	7,566

The following table presents management fees and incentive income recognized as revenues for the nine months ended September 30, 2023 and 2022:

	Nine Months Ended September 30,
	2023				2022
	Management Fees		Incentive Income		Management Fees		Incentive Income
	(dollars in thousands)
Multi-strategy funds	$	88,716	$	1,504	$	112,171	$	329
Credit
Opportunistic credit funds	36,205		20,412		37,167		20,603
Institutional Credit Strategies	35,092		—		34,941		—
Real estate funds	26,331		40,467		27,164		52,856
Total	$	186,344	$	62,383	$	211,443	$	73,788

The following table presents the composition of the Company’s income and fees receivable as of September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Management fees	$	23,652	$	25,402
Incentive income	2,917		30,958
Income and Fees Receivable	$	26,569	$	56,360

The Company recognizes management fees over the period in which the performance obligation is satisfied, and are generally recognized at the end of each reporting period. The Company records incentive income when it is probable that a significant reversal of income will not occur. The majority of management fees and incentive income receivable at each balance sheet date is generally collected during the following quarter.

The following table presents the Company’s unearned income and fees as of September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Management fees	$	151	$	2
Incentive income	40,359		53,867
Unearned Income and Fees	$	40,510	$	53,869

A liability for unearned incentive income is generally recognized when the Company receives incentive income distributions from its funds, primarily its real estate funds, whereby the distributions received have not yet met the recognition threshold of being probable that a significant reversal of cumulative revenue will not occur. A liability for unearned management fees is generally recognized when management fees are paid to the Company on a quarterly basis in advance, based on the amount of Assets Under Management at the beginning of the quarter. In the nine months ended September 30, 2023 and 2022, the Company recognized $35.6 million and $47.2 million, respectively, of the beginning balance of unearned incentive income for each respective year. The Company recognized all of the beginning balances of unearned management fees during the respective quarter.

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INCOME TAXES

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXESThe computation of the effective tax rate and provision at each interim period requires the use of certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in foreign jurisdictions, permanent differences, and the likelihood of recovering deferred tax assets existing as of the balance sheet date. The estimates used to compute the provision for income taxes may change as new events occur, additional information is obtained or as tax laws and regulations change. Accordingly, the effective tax rate for interim periods is not indicative of the tax rate expected for a full year.

The following is a reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate: 

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Statutory U.S. federal income tax rate	21.00	%	21.00	%	21.00	%	21.00	%
Loss (income) passed through to noncontrolling interests	-3.98	%	-5.78	%	-12.16	%	-7.67	%
Foreign income taxes	-7.39	%	-4.58	%	-18.11	%	-4.76	%
RSU/RSA excess income tax benefit or expense	-0.08	%	-0.49	%	-4.74	%	3.76	%
State and local income taxes	1.02	%	0.53	%	-2.73	%	-7.34	%
Nondeductible amortization of Partner Equity Units	-1.80	%	-2.28	%	-5.88	%	-9.59	%
Foreign tax credits and deductions	1.55	%	0.96	%	3.80	%	1.00	%
Change in fair value of warrants	-4.45	%	-3.83	%	-5.12	%	25.74	%
Disallowed executive compensation	-5.02	%	-6.08	%	-13.72	%	-19.29	%
Other, net	-0.11	%	-0.20	%	-2.00	%	-0.36	%
SPAC Loss	-0.01	%	—	%	7.02	%	—	%
Effective Income Tax Rate	0.73	%	-0.75	%	-32.64	%	2.49	%

The Company recognizes tax benefits for amounts that are “more likely than not” to be sustained upon examination by tax authorities. For uncertain tax positions in which the benefit to be realized does not meet the “more likely than not” threshold, the Company establishes a liability, which is included within other liabilities in the consolidated balance sheets. As of September 30, 2023 and December 31, 2022, the Company had a liability for unrecognized tax benefits of $8.3 million. As of and for the nine months ended September 30, 2023, the Company did not accrue interest or penalties related to uncertain tax positions. As of September 30, 2023, the Company does not believe that there will be a significant change to the uncertain tax positions during the next 12 months. The Company’s total unrecognized tax benefits if recognized, would affect its tax expense by $4.8 million as of September 30, 2023.

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GENERAL, ADMINISTRATIVE AND OTHER

9 Months Ended

Sep. 30, 2023

Other Income and Expenses [Abstract]

GENERAL, ADMINISTRATIVE AND OTHER

GENERAL, ADMINISTRATIVE AND OTHERThe following table presents the components of general, administrative and other expenses as reported in the consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Professional services	$	20,112	$	7,326	$	40,480	$	18,967
Occupancy and equipment	7,315		6,951		20,816		20,941
Information processing and communications	6,673		5,299		18,205		15,500
Recurring placement and related service fees	3,656		4,661		10,938		15,092
Insurance	2,312		2,226		6,947		6,661
Business development	587		799		2,607		2,094
Other expenses	1,433		1,028		5,818		2,776
Total General, Administrative and Other	$	42,088	$	28,290	$	105,811	$	82,031

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LOSS PER CLASS A SHARE

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

LOSS PER CLASS A SHARE

LOSS PER CLASS A SHARE

Basic loss per Class A Share is computed by dividing the net loss attributable to Class A Shareholders by the weighted-average number of Class A Shares outstanding for the period.

For the three months ended September 30, 2023 and 2022, the Company included 207,458 and 165,379 RSUs respectively, that have vested but have not been settled in Class A Shares in the weighted-average Class A Shares outstanding used to calculate basic and diluted loss per Class A Share. For the nine months ended September 30, 2023 and 2022 the Company included 206,360 and 171,739 RSUs respectively, that have vested but have not been settled in Class A Shares in the weighted-average Class A Shares outstanding used to calculate basic and diluted loss per Class A Share.

When calculating dilutive loss per Class A Share, the Company applies the treasury stock method to outstanding warrants, unvested RSUs and RSAs, which are only subject to a service condition. At the Sculptor Operating Group Level, the Company applies the if-converted method to vested Group A Units and vested Group E Units. For unvested Group A Units and unvested Group E Units, the Company applies the treasury stock method first to determine the number of incremental units that would be issuable and then applies the if-converted method to those resulting incremental units. The Company did not include unvested RSAs, Group P Units or PSUs subject to service and market conditions in the calculation of dilutive loss per Class A Share, as the applicable market conditions had not yet been met as of the end of each reporting period presented below. The Company also did not include RSUs which will be settled in cash. The effect of dilutive securities on net loss attributable to Class A Shareholders is presented net of tax.

The following tables present the computation of basic and diluted loss per Class A Share:

Three Months Ended September 30, 2023	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(31,113)	25,204,848	$	(1.23)
Effect of dilutive securities:
Group A Units	—		—			15,025,994
Group E Units	—		—			13,020,157
RSUs	—		—			2,412,996
RSAs	—		—			1,099,947
Warrants	—		—			4,338,015
Diluted	$	(31,113)	25,204,848	$	(1.23)

Three Months Ended September 30, 2022	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(22,518)	24,772,098	$	(0.91)
Effect of dilutive securities:
Group A Units	—		—			15,025,994
Group E Units	—		—			13,009,158
RSUs	—		—			2,565,485
RSAs	—		—			1,591,507
Warrants	—		—			4,338,015
Diluted	$	(22,518)	24,772,098	$	(0.91)

Nine Months Ended September 30, 2023	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(18,967)	25,186,162	$	(0.75)
Effect of dilutive securities:
Group A Units	(21,280)		15,025,994			—
Group E Units	—		—			13,019,919
RSUs	—		—			2,341,331
RSAs	—		—			1,089,830
Warrants	—		—			4,338,015
Diluted	$	(40,247)	40,212,156	$	(1.00)

Nine Months Ended September 30, 2022	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(13,688)	25,620,996	$	(0.53)
Effect of dilutive securities:
Group A Units	—		—			15,025,994
Group E Units	—		—			13,009,157
RSUs	—		—			2,560,287
RSAs	—		—			1,406,538
Warrants	(34,190)		1,197,180			—
Diluted	$	(47,878)	26,818,176	$	(1.79)

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2023

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

Due from Related Parties

Amounts due from related parties relate primarily to amounts due from the funds for expenses paid on their behalf. These amounts are reimbursed to the Company on an ongoing basis.

Certain Amounts Related to Tax Receivable Agreement Liability

Amounts due to related parties relate primarily to future payments owed to certain trusts related to Daniel S. Och, under the tax receivable agreement, as discussed further in Note 16. The tax receivable agreement liability was $173.1 million as of September 30, 2023, and $64.6 million of the balance was due to related parties. The Company made payments totaling $17.4 million, and $16.9 million under the tax receivable agreement (inclusive of interest thereon) in the nine months ended September 30, 2023 and 2022, respectively, of which $7.7 million and $7.4 million were paid to related parties, respectively. There were no payments made during the three months ended September 30, 2023 and 2022.

Management Fees and Incentive Income Earned from Related Parties and Waived Fees

The Company earns substantially all of its management fees and incentive income from the funds, which are considered related parties as the Company manages the operations of and makes investment decisions for these funds.

As of September 30, 2023 and December 31, 2022, respectively, approximately $809.9 million and $906.6 million of the Company’s Assets Under Management represented investments by the Company, its executive managing directors, employees and certain other related parties in the Company’s funds. As of September 30, 2023 and December 31, 2022, approximately 41% and 43%, respectively, of these Assets Under Management were not charged management fees or incentive income.

The following table presents management fees and incentive income charged on investments held by the Company’s executive managing directors, employees and certain other related parties:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Fees charged on investments held by related parties:
Management fees	$	971	$	1,243	$	2,832	$	3,392
Incentive income	$	570	$	192	$	1,543	$	1,005

Investment in SPAC

The SPAC, sponsored by the Company, did not consummate an initial business combination within the time period required by its charter. As a result, in the second quarter of 2023, the SPAC redeemed all of its outstanding public shares for cash and the public and private placement of $11.2 million warrants held by the Company became worthless. The SPAC’s dissolution is in progress. The Company, prior to the SPAC liquidation, owned the majority of the Class B ordinary shares outstanding of the SPAC, and consolidated it under the voting interest model, and therefore the private placement warrants and Class B ordinary shares held by the Company were eliminated upon consolidation. Refer to Note 2 in the Company’s Annual Report for additional details on the SPAC.

Investment in Structured Alternative Investment Solution

In the first quarter of 2022, the Company closed on a $350.0 million structured alternative investment solution, a collateralized financing vehicle consolidated by the Company. The Company invested approximately $127.8 million in the vehicle.

Refer to Note 2 in the Company’s Annual Report and Note 4 for additional details on the structured alternative investment solution.

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COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

Tax Receivable Agreement

The purchase of Group A Units from current and former executive managing directors and the Ziffs with the proceeds from the 2007 Offerings, and subsequent taxable exchanges by them of Group A Units, Group E Units and Group P Units (“Partner Equity Units”) for Class A Shares on a one-for-one basis (or, at the Company’s option, a cash equivalent), resulted, and, in the case of future exchanges, are anticipated to result, in an increase in the tax basis of the assets of the Sculptor Operating Group that would not otherwise have been available. The Company anticipates that any such tax basis adjustment resulting from an exchange will be allocated principally to certain intangible assets of the Sculptor Operating Group, and the Company will derive its tax benefits principally through amortization of these intangibles over a 15-year period. Consequently, these tax basis adjustments will increase, for tax purposes, the Company’s depreciation and amortization expenses and will therefore reduce the amount of tax that Sculptor Corp and any other future corporate taxpaying entities that acquire Group B Units in connection with an exchange, if any, would otherwise be required to pay in the future. Accordingly, pursuant to the tax receivable agreement, such corporate taxpaying entities (including Sculptor Capital Management, Inc. once it became treated as a corporate taxpayer following the Company’s conversion from a partnership to a corporation for U.S. federal income tax purposes, effective April 1, 2019 (the “Corporate Classification Change”), have agreed to pay the executive managing directors and the Ziffs 75% of the amount of cash savings, if any, in federal, state and local income taxes in the U.S. that these entities actually realize related to their units as a result of such increases in tax basis. For tax years prior to 2019, such percentage was 85% of such annual cash savings under the tax receivable agreement.

In connection with the Recapitalization, the Company amended the tax receivable agreement to provide that, conditioned on Sculptor Capital Management, Inc. electing to be classified as, or converting into, a corporation for U.S. tax purposes, (i) no amounts are due or payable with respect to the 2017 tax year, (ii) only partial payments equal to 85% of the excess of such cash savings that would otherwise be due over 85% of such cash savings determined assuming that taxable income equals Economic Income are due and payable in respect of the 2018 tax year and (iii) the percentage of cash savings required to be paid with respect to the 2019 tax year and thereafter, as well as with respect to cash savings from subsequent exchanges, is reduced to 75%.

In connection with the departure of certain former executive managing directors since the 2007 Offerings, the right to receive payments under the tax receivable agreement by those former executive managing directors was contributed to the Sculptor Operating Group. As a result, the Company expects to pay to the other executive managing directors and the Ziffs approximately 69% of the amount of cash savings, if any, in federal, state and local income taxes in the U.S. that the Company realizes as a result of such increases in tax basis with respect to future tax years. To the extent that the Company does not realize any cash savings, it would not be required to make corresponding payments under the tax receivable agreement.

The Company recorded its initial estimate of future payments under the tax receivable agreement as a decrease to additional paid-in capital and an increase in the tax receivable agreement liability in the consolidated financial statements. Subsequent adjustments to the liability for future payments under the tax receivable agreement related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the consolidated statements of operations.

The estimate of the timing and the amount of future payments under the tax receivable agreement involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that Sculptor Corp will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments. The actual timing and amount of any actual payments under the tax receivable agreement will vary based upon these and a number of other factors. As of September 30, 2023, the estimated future payment

under the tax receivable agreement was $173.1 million, which is recorded in the tax receivable agreement liability balance on the consolidated balance sheets.

The table below presents management’s estimate as of September 30, 2023, of the maximum amounts that would be payable under the tax receivable agreement assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings. In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table. The impact of any net operating losses is included in the “Thereafter” amount in the table below.

	Potential Payments Under Tax Receivable Agreement
	(dollars in thousands)
October 1, 2023 to December 31, 2023	$	—
2024	18,041
2025	6,652
2026	26,903
2027	30,443
Thereafter	91,085
Total Payments	$	173,124

Litigation

From time to time, the Company is involved in litigation and claims incidental to the conduct of the Company’s business. The Company is also subject to extensive scrutiny by regulatory agencies globally that have, or may in the future have, regulatory authority over the Company and its business activities.

The Company accrues a liability for legal proceedings only when those matters present loss contingencies that it believes are both probable and reasonably estimable. As of September 30, 2023, the Company does not have any potential monetary liability related to any current legal proceeding or claim that would individually, or in the aggregate, materially affect its results of operations, financial position or cash flows.

Disclosure Complaints

As of November 6, 2023, the Company has received (i) four demand letters from purported stockholders of the Company claiming that the preliminary proxy statement filed on August 21, 2023 contained material misstatements and omissions with respect to the discussion of the Mergers and (ii) seven demand letters from purported stockholders of the Company claiming that the Original Proxy Statement or the Second Supplement contained material misstatements and omissions with respect to the discussion of the Mergers. In addition, lawsuits have been filed by purported stockholders of the Company making similar allegations with respect to the preliminary proxy: Yale David v. Sculptor Capital Management, Inc. et al., No. 23-cv-07921 (S.D.N.Y. September 7, 2023); Edward Edgerton v. Sculptor Capital Management, Inc., et al. No. 23-cv-07999 (S.D.N.Y. September 11, 2023) (together, the “Disclosure Complaints”).

Beauchemin Action

On September 11, 2023, stockholder Gilles Beauchemin filed a purported class action against the Company and each of the Company’s directors in the Court of Chancery of the State of Delaware, captioned Gilles Beauchemin v. Marcy Engel, et al., No. 2023-0921- (Del. Ch. September 11, 2023) (the “Beauchemin Action”). The Beauchemin Action alleges, among other things, that the Board and Special Committee violated their fiduciary duties in connection with the Mergers. The Beauchemin Action seeks, among other things, injunctive relief. Along with his September 11 complaint, the plaintiff in the Beauchemin Action filed a

motion for a preliminary injunction, and a motion to expedite seeking expedited relief from the court. On September 25, 2023, plaintiff in the Beauchemin Action served requests for production on the defendants and issued subpoenas to certain advisors of the Company and the Special Committee and Saba Capital Management, LP. On September 26, 2023, the Court held argument on the motion to expedite, during which it denied the motion without prejudice on the grounds that it was premature given the ongoing nature of the Special Committee’s deliberations. The Court ordered the parties to negotiate a plan for expedited discovery in the event it ordered such discovery at a later date. On October 15, the plaintiff in the Beauchemin Action filed an amended complaint. A hearing in the matter is scheduled for November 14, 2023. The Company, Board and Special Committee believe that the allegations set forth in the Beauchemin Action are without merit and intend to oppose the request to enjoin the Special Meeting.

Former EMD Group Action

On October 17, 2023, stockholders and former Executive Managing Directors Daniel S. Och, Harold A. Kelly, Jr., Richard Lyon, James O’Connor, and Zoltan Varga (the “Former EMD Group’’) filed a purported class action complaint on behalf of themselves and purportedly all other similarly situated stockholders of the Company against Marcy Engel, Bharath Srikrishnan, Charmel Maynard, David Bonanno, James Levin, Wayne Cohen, 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, Calder Sub III, LP, and Rithm Capital Corp. in the Court of Chancery of the State of Delaware, captioned Och, et al. v. Engel, et al., C.A. No. 2023-1043-SG (the “Former EMD Group Action”). The complaint in the Former EMD Group Action alleges, among other things, that the Board and Special Committee violated their fiduciary duties in connection with the Mergers. The Former EMD Group complaint sought, among other things, injunctive relief.

On October 20, 2023, the parties in the Beauchemin Action and the Former EMD Group Action jointly filed a proposed stipulation coordinating and consolidating the two proceedings in connection with discovery and a preliminary injunction hearing on November 9, 2023. The Court ordered the stipulation coordinating and consolidating the two proceedings on October 23, 2023.

On October 27, 2023, Rithm filed a letter with the Court, providing an update regarding the Founder EMD Group’s agreement to vote their shares in favor of a revised merger agreement between Rithm and the Company and seeking the Court’s approval to enter a stipulation and proposed order withdrawing the claims in the Former EMD Group Action with prejudice as to the Former EMD Group. The stipulation provides that stockholder Gilles Beauchemin will continue to represent the putative class in the consolidated action, including with respect to the preliminary injunction hearing.

On October 29, 2023, the plaintiff in the Beauchemin Action filed a consolidated amended complaint, adding the Former EMD Group as defendants, alleging that they breached duties to the class in connection with their settlement, and Rithm as a defendant, alleging it aided and abetted the former EMD Group’s breach of duties. The Company, Board and Special Committee believe that the allegations set forth in the Beauchemin Action are without merit and intend to oppose the request to enjoin the Special Meeting.

Section 220 Demands

The Company has also received four books and records demands pursuant to 8 Del. C. § 220 (the “Section 220 Demands”), including one submitted by the Former EMD Group, seeking, among other things, meeting minutes concerning the Mergers or any strategic alternatives, all materials considered by the Board and Special Committee in connection with its consideration of the Mergers or any strategic alternatives, and communications from the Board, the Special Committee, and the Company’s management related to the same. The Company received the fourth Section 220 Demand on October 9, 2023. The Company has sent a letter objecting to each of the four Section 220 Demands. The Company has commenced production in response to three of the demands, and will produce additional records in response to the Section 220 Demands as deemed appropriate. The Company has entered into an NDA with three of the Section 220 shareholders, which governs the treatment of all materials produced in response to the Section 220 Demands. On October 27, 2023, the Former EMD Group agreed to withdraw its Section 220 Demand.

Class E Unitholder Action

On November 1, 2023, former executive managing directors and holders of LP Class E Units Akhil Mago, David Becker, Andrew Frank, and Nathaniel Ewing filed an action against the Company in the Supreme Court of the State of New York, captioned Akhil Mago et al. v. Sculptor Capital Management et al. (N.Y. Sup. Ct. Nov. 1, 2023) (the “Class E Unitholder’s Complaint”), along with an order to show cause why the Court should not issue an order preliminarily enjoining the Company from holding the Special Meeting on November 16, 2023. The Class E Unitholders’ Complaint alleges that the proposed cancellation of the LP Class E Units contemplated by the transactions without the consent of the Class E Unitholders violates the terms of the limited partnership agreements of the Operating Partnerships. It seeks a declaration that the consummation of the transactions without the consent of the Class E Unitholders constitutes a breach of those agreements, and an injunction precluding the Company from consummating the transactions. The Company believes that the allegations set forth in the Class E Unitholders’ Complaint are without merit and intends to oppose the request to enjoin the Special Meeting. On November 14, 2023, the Court will hear oral argument on the Class E Unitholders’ request for a preliminary injunction.

Investment Commitments

The Company has unfunded capital commitments of $203.0 million to certain funds it manages, of which $72.0 million relates to commitments of the Company’s consolidated structured alternative investment solution. The remaining $131.0 million relates to commitments of the Company to unconsolidated funds. Approximately $89.7 million of the Company’s commitments will be funded by contributions to the Company from certain employees and executive managing directors. The Company expects to fund these commitments over the approximately next 5 years. The Company has guaranteed these commitments in the event any executive managing director fails to fund any portion when called by the fund. The Company has historically not funded any of these commitments and does not expect to in the future, as these commitments are expected to be funded by the Company’s executive managing directors individually.

Other Contingencies

In the normal course of business, the Company enters into contracts that provide a variety of general indemnifications. Such contracts include those with certain service providers, brokers and trading counterparties. Any exposure to the Company under these arrangements could involve future claims that may be made against the Company. Currently, no such claims exist or are expected to arise and, accordingly, the Company has not accrued any liability in connection with such indemnifications.

Additionally, the Company has agreements with certain of the funds it manages to reimburse certain expenses in excess of an agreed-upon cap. During the nine months ended September 30, 2023 and 2022, these amounts were not material.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

Agreement and Plan of Merger

On July 23, 2023, the Company entered into an Agreement and Plan of Merger, as amended on October 12, 2023 by Amendment No. 1 to Agreement and Plan of Merger, as further amended on October 26, 2023 by Amendment No. 2 to Agreement and Plan of Merger (including the schedules and exhibits thereto, the “Merger Agreement”), by and among the Company, Rithm Capital Corp., a Delaware corporation (“Rithm”), the Sculptor Operating Partnerships, Calder Sub, Inc., a Delaware corporation and subsidiary of Rithm (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and subsidiary of Rithm (“Merger Sub III” and, collectively with Merger Sub I and Merger Sub II, the “LP Merger Subs” and, collectively with Merger Sub Inc., the “Merger Subs”).

Pursuant to the terms of the Merger Agreement, (i) Merger Sub Inc. will merge with and into the Company, with the Company surviving such merger as the surviving corporation (the “Surviving Corporation”) (the “Public Merger”), (ii) Merger Sub I will merge with and into Sculptor Capital LP, with Sculptor Capital LP surviving such merger as the surviving partnership,

(iii) Merger Sub II will merge with and into Sculptor Capital Advisors LP, with Sculptor Capital Advisors LP surviving such merger as the surviving partnership, and (iv) Merger Sub III will merge with and into Sculptor Capital Advisors II LP, with Sculptor Capital Advisors II LP surviving such merger as the surviving partnership (collectively, the “Mergers”).

The merger of Merger Sub Inc. and the Company will become effective at the time the certificate of merger is filed with the Delaware Secretary of State or at such later effective time and date that is agreed to by Rithm and the Company and specified in the certificate of merger (the “Effective Time”) and the mergers of each of the Sculptor Operating Partnerships will become effective at the time the applicable certificates of merger is filed with the Delaware Secretary of State or at such later effective time and date that is agreed to by Rithm and the Company and specified in the applicable certificates of merger.

On the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i) each Class A Share issued and outstanding immediately prior to the Effective Time (but excluding (x) any shares of Class A Shares and Class B Shares (the “ Company Common Stock” that are owned directly by Rithm, Merger Sub Inc. or any of their subsidiaries immediately prior to the Effective Time or held in treasury of the Company, (y) any shares of the Company Common Stock as to which appraisal rights have been properly exercised and (z) any unvested and outstanding award of service-based restricted shares of the Company Common Stock granted pursuant to the Company’s equity incentive plans to be cancelled without payment in respect thereof pursuant to Section 3.06(c) of the Merger Agreement) will be cancelled and converted into the right to receive an amount in cash equal to $12.70, without interest (the “Public Merger Consideration”), (ii) each Class B Share issued and outstanding immediately prior to the Effective Time will be cancelled and no payment will be made in respect thereof and (iii) each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time will be converted into and become one (1) fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

The Merger Agreement contains certain customary representations and warranties made by each party, which, in the case of the Company and the Sculptor Operating Partnerships, are qualified by the confidential disclosures provided to Rithm in connection with the Merger Agreement, as well as matters included in the Company’s reports filed with the SEC prior to the date of the Merger Agreement. Rithm, the Company and the Sculptor Operating Partnerships have agreed to various customary covenants, including covenants regarding the conduct of the Company’s business prior to the closing of the Mergers, covenants requiring the Company to recommend that its stockholders approve the Merger Agreement and covenants prohibiting the Company from soliciting alternative acquisition proposals or providing information to or engaging in discussions with third parties, in each case, except in limited circumstances as provided in the Merger Agreement.

The Merger Agreement also includes customary termination rights for both the Company and Rithm, subject, in certain circumstances, to the payment by the Company of a termination fee of approximately $22.4 million.

Warrant Exercise

On October 12, 2023, Rithm acquired warrants to purchase an aggregate of 4,338,015 shares of the Company’s Class A Common Stock from Delaware Life Insurance Company. On October 13, 2023, the Company issued 4,338,015 shares of Class A Common Stock to Rithm following their exercise in full of such warrants for an aggregate purchase price of approximately $34.5 million. As a condition to Rithm’s willingness to increase the merger consideration, Rithm requested that the Company waive certain elements of the “standstill” provision in Rithm’s non-disclosure agreement in order to permit the negotiations and purchase by Rithm of the warrants.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ (31,113)	$ (22,692)	$ (25,793)	$ (17,627)

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Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

These unaudited, interim, consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”), and exclude some of the disclosures required in audited financial statements and therefore should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report. Management believes all adjustments considered necessary for a fair presentation of the Company’s unaudited, interim, consolidated financial

statements have been included and are of a normal and recurring nature and that estimates made in preparing unaudited, interim, consolidated financial statements are reasonable and prudent. The consolidated financial statements include the accounts of the Company, its wholly owned or majority owned subsidiaries, the consolidated entities which are considered to be variable interest entities and for which the Company is considered the primary beneficiary, and certain other entities which are not considered variable interest entities but the Company is determined to have control. All significant intercompany transactions and balances have been eliminated in consolidation.

The results of operations presented for the interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. For example, incentive income for the majority of the Company’s multi-strategy AUM is recognized in the fourth quarter each year, based on full year investment performance.

Recently Adopted and Future Adoption of Accounting Pronouncements

Recently Adopted Accounting Pronouncements

No changes to GAAP that went into effect in the nine months ended September 30, 2023 had a material effect on the Company’s consolidated financial statements.

Future Adoption of Accounting Pronouncements

No changes to GAAP that are not yet effective are expected to have a material effect on the Company’s consolidated financial statements.

Investments

The Company invests in U.S. government obligations to manage excess liquidity. CLOs, at fair value, consist of investments in notes of unconsolidated CLOs. These investments are carried at fair value under the irrevocable fair value option

election at initial recognition. Changes in fair value are recorded within net gains (losses) on investments in the consolidated statements of operations. Interest income on these investments is accrued using the effective interest method and separately presented from the overall change in fair value and is recognized in other revenues in the consolidated statement of operations.

The Company’s equity method investments include investments in funds, which are not consolidated, but in which the Company exerts significant influence, but not control. The Company has not elected the fair value option and accounts for such investments under the equity method. Under the equity method of accounting, the Company recognizes its share of the underlying earnings (losses) from equity method investments within net gains (losses) on investments in the consolidated statements of operations. The carrying amounts of equity method investments are recorded in investments in the consolidated balance sheets. Refer to Note 15 for details of the related party nature of such investments.

In the second quarter of 2023, our consolidated SPAC was liquidated in accordance with its charter and the investments held in a SPAC’s trust account were liquidated. Investments of consolidated entities included both investments of the Company’s consolidated SPAC, prior to its liquidation, as well as investments held by the Company’s consolidated structured alternative investment solution. The investments of the consolidated structured alternative investment solution that the Company manages are generally measured at fair value using the NAV per share practical expedient. The Company may determine based on its own due diligence and investment procedures, that NAV per share does not represent fair value. In such circumstances, the Company will estimate the fair value in good faith and in a manner that it reasonably chooses in accordance with GAAP. The Company does not categorize investments where fair value is measured using the NAV practical expedient within the fair value hierarchy.

Fair Value Measurement

Fair Value Disclosures

Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price). The Company and the funds it manages hold a variety of investments, certain of which are not publicly traded or that are otherwise illiquid. Significant judgement and estimation go into the assumptions that drive the fair value of these investments. The fair value of these investments may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable. Due to the inherent uncertainty of valuations of investments that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material.

GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type and the specific characteristics of the financial instrument, including existence and transparency of transactions between market participants. Financial instruments with readily available actively quoted prices or for which fair value can be measured from actively-quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value.

Financial instruments measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values:

•Level I – Quoted prices that are available in active markets for identical financial instruments as of the reporting date. The types of financial instruments that would generally be included in this category are listed equities, U.S. government obligations and listed derivatives. The Company does not adjust the quoted price for these investments.

•Level II – Quotations received from dealers making a market for financial instruments (“broker quotes”), valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly observable as of the reporting date. The types of financial instruments that would generally be included in this category are certain corporate bonds and loans, certain credit default swap contracts, certain bank debt securities, certain commercial real estate debt, less liquid equity securities, forward contracts and certain over the-counter (“OTC”) derivatives where the fair value is based on observable inputs. These financial instruments exhibit higher levels of liquid market observability as compared to Level III financial instruments.

•Level III – Pricing inputs that are unobservable for the financial instruments and includes situations where there is little, if any, market activity for the financial instrument. The inputs into the determination of fair value of financial instruments in this category may require significant management judgment or estimation. The fair value of these financial instruments may be estimated using a combination of observed transaction prices, independent pricing services, relevant broker quotes, models or other valuation methodologies based on pricing inputs that are neither directly or indirectly market observable (e.g., cash flows, implied yields, EBITDA multiples). The types of financial instruments that would generally be included in this category include CLOs, certain warrant liabilities, certain credit default swap contracts, certain bank debt securities, certain OTC derivatives, asset-backed securities, collateralized debt obligations and investments in affiliated credit funds.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, a financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial instrument when the fair value is based on unobservable inputs.

For financial instruments for which the Company uses independent pricing services for valuation, the Company performs analytical procedures and compares independent pricing service valuations to other vendors’ pricing as applicable. The Company also performs due diligence reviews on independent pricing services on an annual basis and performs other due diligence procedures as may be deemed necessary.

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ORGANIZATION (Tables)

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Shares and Operating Group Units

The following table presents the number of shares and units of the Company and the Sculptor Operating Partnerships, respectively, that were outstanding as of September 30, 2023:

	As of September 30, 2023
Sculptor Capital Management, Inc.
Class A Shares	25,011,092
Class B Shares	33,017,247
Restricted Class A Shares (“RSAs”)	4,650,661
Restricted Share Units (“RSUs”)	2,593,305
Performance-based RSUs (“PSUs”)	912,500
Warrants to purchase Class A Shares (Note 7)	4,338,015
Sculptor Operating Partnerships
Group A Units	15,025,994
Group A-1 Units	9,244,477
Group B Units	25,011,092
Group E Units	13,020,157
Group P Units	4,734,286

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NONCONTROLLING INTERESTS (Tables)

9 Months Ended

Sep. 30, 2023

Noncontrolling Interest [Abstract]

Calculation of Noncontrolling Interests Attributable to Group A Units

The table below sets forth the calculation of noncontrolling interests related to the Group A Units for each Sculptor Operating Partnership (rounding differences may occur). The blended participation percentages presented below take into account ownership changes throughout the periods presented.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
	(dollars in thousands)
Sculptor Capital LP
Net (loss) income	$	(20,207)		$	(9,389)		$	22,832		$	6,826
Blended participation percentage	0		%	0		%	0		%	0		%
Net Income Attributable to Group A Units	$	—		$	—		$	—		$	—
Sculptor Capital Advisors LP
Net loss	$	(11,556)		$	(14,398)		$	(32,107)		$	(15,595)
Blended participation percentage	37		%	39		%	38		%	38		%
Net Loss Attributable to Group A Units	$	(4,330)		$	(5,548)		$	(12,050)		$	(5,999)
Sculptor Capital Advisors II LP
Net loss	$	(11,584)		$	(9,800)		$	(39,238)		$	(29,273)
Blended participation percentage	37		%	40		%	38		%	38		%
Net Loss Attributable to Group A Units	$	(4,337)		$	(3,930)		$	(14,726)		$	(11,261)
Total Sculptor Operating Group
Net loss	$	(43,347)		$	(33,587)		$	(48,513)		$	(38,042)
Blended participation percentage	20		%	28		%	55		%	45		%
Net Loss Attributable to Group A Units	$	(8,667)		$	(9,478)		$	(26,776)		$	(17,260)

Components of Net Loss Attributable to Noncontrolling Interests

The following table presents the components of the net income loss attributable to noncontrolling interests:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Group A Units	$	(8,667)	$	(9,478)	$	(26,776)	$	(17,260)
Other	1,318		68		3,400		1,423
	$	(7,349)	$	(9,410)	$	(23,376)	$	(15,837)

Components of Shareholders' Equity Attributable to Noncontrolling Interests

The following table presents the components of the shareholders’ equity attributable to noncontrolling interests:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Group A Units	$	390,424	$	412,941
Other	36,106		26,538
	$	426,530	$	439,479

Redeemable Noncontrolling Interest

The following table presents the activity in redeemable noncontrolling interests, excluding the reversal of deferred underwriting fees as a result of the SPAC liquidation, for the nine months ended September 30, 2023:

	Nine Months Ended September 30,
	2023
	SPAC
	(dollars in thousands)
Beginning balance	$	237,864
Change in redemption value of Class A Shares of consolidated SPAC	958
Capital distributions	(242,172)
Comprehensive income	3,350
Ending Balance	$	—

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INVESTMENTS AND FAIR VALUE DISCLOSURES (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Investments Summary

The following table presents the components of the Company’s investments as reported in the consolidated balance sheets:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
U.S. government obligations, at fair value	$	79,408	$	24,782
CLOs, at fair value	217,543		207,147
Equity method investments	87,033		67,130
Total Investments	$	383,984	$	299,059
Investments of Consolidated Entities	$	322,516	$	544,554

Fair Value, Investments, Entities that Calculate Net Asset Value Per Share

The following table summarizes the fair value of the investments of the structured alternative investment solution that are measured using the NAV practical expedient by strategy type and ability to redeem such investments as of September 30, 2023:

Fund Type(1)	Fair Value (as of September 30, 2023)		Redemption Frequency(2)	Redemption Notice Period(2)
	(dollars in thousands)
Multi-strategy	58,583		Quarterly - Annually	30 days - 90 days
Credit	250,321		Monthly - Annually(3)	30 days - 90 days
Real estate	13,612		None(4)	N/A
Total	$	322,516

_______________

(1)The structured alternative investment solution invests in both open-ended and close-ended funds. The investments in each fund may represent investments in a particular tranche of such fund subject to different withdrawal rights.

(2)$163.3 million of investments are subject to an initial lock-up period of three years during which time no withdrawals or redemptions are allowed. Once the lock-up period ends, the investments are able to be redeemed with the frequency noted above.

(3)30% of these investments are in closed-end funds which cannot be redeemed, as distributions will be received as the underlying assets are liquidated, which is expected to be approximately six years from inception.

(4)100% of these investments are in closed-end funds which cannot be redeemed, as distributions will be received as the underlying assets are liquidated, which is expected to be approximately seven to nine years from inception.

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables summarize the Company’s financial assets and liabilities measured at fair value on a recurring basis within the fair value hierarchy for the periods presented:

	As of September 30, 2023
	Level I		Level II		Level III		NAV		Total
	(dollars in thousands)
Assets, at Fair Value
Included within cash and cash equivalents:
U.S. government obligations	$	9,913	$	—	$	—	$	—	$	9,913
Included within investments:
U.S. government obligations	$	79,408	$	—	$	—	$	—	$	79,408
CLOs(1)	$	—	$	—	$	217,543	$	—	$	217,543
Included within investments of consolidated entities:
Investments in funds	$	—	$	—	$	—	$	322,516	$	322,516
Liabilities, at Fair Value
Warrants	$	—	$	—	$	34,140	$	—	$	34,140
Liabilities of consolidated entities:
Notes payable	$	—	$	—	$	220,702	$	—	$	220,702

_______________

(1) As of September 30, 2023, investments in CLOs had contractual principal amounts of $213.0 million outstanding, which excludes the Company’s investments in subordinated tranches of the notes, as these do not have contractual principal payments.

	As of December 31, 2022
	Level I		Level II		Level III		NAV		Total
	(dollars in thousands)
Assets, at Fair Value
Included within cash and cash equivalents:
U.S. government obligations	$	19,937	$	—	$	—	$	—	$	19,937
Included within investments:
U.S. government obligations	$	24,782	$	—	$	—	$	—	$	24,782
CLOs(1)	$	—	$	—	$	207,147	$	—	$	207,147
Included within investments of consolidated entities:
U.S. government obligations	$	237,964	$	—	$	—	$	—	$	237,964
Investments in funds	—		—		—		306,590		306,590
Investments of Consolidated Entities	$	237,964	$	—	$	—	$	306,590	$	544,554
Liabilities, at Fair Value
Warrants	$	—	$	—	$	24,163	$	—	$	24,163
Liabilities of consolidated entities:
Warrants	$	596	$	—	$	—	$	—	$	596
Notes payable	$	—	$	—	$	196,106	$	—	$	196,106

_______________

(1) As of December 31, 2022, investments in CLOs had contractual principal amounts of $212.0 million outstanding, which excludes the Company’s investments in subordinated tranches of the notes, as these do not have contractual principal payments.

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The following tables summarize the changes in the Company’s Level III financial assets and liabilities for the three months ended September 30, 2023 and 2022:

	June 30, 2023		Transfers In		Transfers Out		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2023
	(dollars in thousands)
Assets, at Fair Value
Included within investments
CLOs	$	208,138	$	—	$	—	$	15,687	$	(3,887)	$	2,938	$	(5,333)	$	217,543
Liabilities, at Fair Value
Warrants	$	24,423	$	—	$	—	$	—	$	—	$	(9,717)	$	—	$	34,140
Liabilities of consolidated entities:
Notes payable	$	205,290	$	—	$	—	$	—	$	—	$	(15,412)	$	—	$	220,702
	June 30, 2022		Transfers In		Transfers Out		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2022
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	203,631	$	—	$	—	$	248	$	(40)	$	(4,143)	$	(10,482)	$	189,214
Investments of consolidated entities:
Bank Debt	$	40,226	$	—	$	(16,296)	$	—	$	(23,930)	$	—	$	—	$	—
Liabilities, at Fair Value
Warrants	$	22,211					$	—	$	—	$	(2,386)	$	—	$	24,597
Liabilities of consolidated entities:
Notes payable	$	201,985	$	—	$	—	$	—	$	—	$	(5,993)	$	—	$	207,978

The following tables summarize the changes in the Company’s Level III financial assets and liabilities for the nine months ended September 30, 2023 and 2022:

	December 31, 2022		Transfers In		Transfers Out		Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2023
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	207,147	$	—	$	—	$	16,231	$	(12,342)	$	8,525	$	(2,018)	$	217,543
Liabilities, at Fair Value
Warrants	$	24,163	$	—	$	—	$	—	$	—	$	(9,977)	$	—	$	34,140
Liabilities of consolidated entities:
Notes payable	$	196,106	$	—	$	—	$	—	$	—	$	(24,596)	$	—	$	220,702

	December 31, 2021		Transfers In			Transfers Out			Purchases / Issuances		Investment Sales / Settlements		Gains / (Losses) Included in Earnings		Gains / (Losses) Included in Other Comprehensive Income		September 30, 2022
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	219,510	$	—		$	—		$	30,087	$	(12,413)	$	(22,931)	$	(25,039)	$	189,214
Investments of consolidated entities:
Bank Debt	$	—	$	3,603	(1)	$	(47,258)	(1)	$	98,217	$	(51,335)	$	(3,227)	$	—	$	—
Liabilities, at Fair Value
Warrants	$	65,287	$	—		$	—		$	—	$	—	$	40,690	$	—	$	24,597
Liabilities of consolidated entities:
Warrants	$	7,590	$	—		$	(3,450)	(2)	$	—	$	—	$	4,140	$	—	$	—
Notes payable	$	—	$	—		$	—		$	215,733	$	—	$	7,755	$	—	$	207,978

_______________

(1) Transfers into and out of Level III in bank debt include $2.3 million related to the consolidation (Transfers In) and $14.0 million related to the subsequent deconsolidation (Transfers Out) of a fund that the Company manages.

(2) Transfers out of Level III into Level I related to warrants of consolidated entities that became publicly traded with available quoted prices during the first quarter of 2022.

Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings

The table below summarizes the net change in unrealized gains and (losses) on the Company’s Level III financial instruments outstanding as of the reporting date:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Assets, at Fair Value
Included within investments:
CLOs	$	(2,395)	$	(14,625)	$	6,507	$	(47,970)
Liabilities, at Fair Value
Warrants	$	(9,717)	$	(2,386)	$	(9,977)	$	40,690
Liabilities of consolidated entities:
Notes payable	$	(15,412)	$	(5,993)	$	(24,596)	$	7,755

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VARIABLE INTEREST ENTITIES (Tables)

9 Months Ended

Sep. 30, 2023

Variable Interest Entity, Reporting Entity Involvement, Maximum Loss Exposure, Determination Methodology and Factors [Abstract]

Variable Interest Entities

The table below presents the assets and liabilities of VIEs consolidated by the Company.

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Assets
Assets of consolidated entities:
Cash and cash equivalents	$	391	$	3
Restricted cash and cash equivalents	9,800		9,805
Investments, at fair value	322,516		306,590
Other assets	11,266		2,016
Total Assets	$	343,973	$	318,414
Liabilities
Liabilities of consolidated entities:
Notes payable	$	220,702	$	196,106
Other liabilities	5,070		1,601
Total Liabilities	$	225,772	$	197,707

The table below presents the net assets of unconsolidated VIEs in which the Company has variable interests along with the maximum exposure to loss as a result of the Company’s involvement with non-consolidated VIEs:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Net assets of unconsolidated VIEs in which the Company has a variable interest	$	12,598,243	$	12,738,164
Maximum risk of loss as a result of the Company’s involvement with unconsolidated VIEs:
Unearned income and fees	40,359		53,869
Income and fees receivable	13,452		41,890
Investments	266,122		245,583
Investments of consolidated entities	263,932		237,699
Unfunded commitments(1)	202,916		182,797
Maximum Exposure to Loss	$	786,781	$	761,838

_______________

(1) Includes commitments from certain employees and executive managing directors in the amounts of $89.7 million and $65.4 million as of September 30, 2023 and December 31, 2022, respectively.

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LEASES (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Lease Cost

The tables below represent components of lease expense and associated cash flows:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Lease Cost
Operating lease cost	$	4,825	$	4,628	$	14,030	$	13,992
Short-term lease cost	22		21		66		75
Finance lease cost - amortization of leased assets	51		113		222		296
Finance lease cost - imputed interest on lease liabilities	15		19		45		23
Less: Sublease income	(902)		(779)		(2,539)		(2,413)
Net Lease Cost	$	4,011	$	4,002	$	11,824	$	11,973

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Supplemental Lease Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows for operating leases	$	5,311	$	5,140	$	15,764	$	15,631
Operating cash flows for finance leases	$	—	$	6	$	5	$	6
Finance cash flows for finance leases	$	—	$	155	$	223	$	318
Right-of-use assets obtained in exchange for lease obligations
Operating leases	$	1,818	$	—	$	1,818	$	1,079
Finance leases	$	—	$	1,016	$	—	$	1,016

	September 30, 2023		December 31, 2022
Lease Term and Discount Rate
Weighted average remaining lease term
Operating leases	6.1 years		6.7 years
Finance leases	3.8 years		4.5 years
Weighted average discount rate
Operating leases	8.0	%	7.8	%
Finance leases	7.9	%	7.9	%

Maturity of Lease Liabilities

	Operating Leases		Finance Leases
	(dollars in thousands)
Maturity of Lease Liabilities - Contractual Payments to be Paid
October 1, 2023 to December 31, 2023	$	4,786	$	—
2024	17,520		228
2025	14,989		228
2026	15,353		228
2027	17,675		228
Thereafter	35,015		—
Total Lease Payments	105,338		912
Imputed interest	(22,170)		(116)
Total Lease Liabilities - Contractual Payments to be Paid	$	83,168	$	796

Maturity of Lease Liabilities

	Operating Leases		Finance Leases
	(dollars in thousands)
Maturity of Lease Liabilities - Contractual Payments to be Paid
October 1, 2023 to December 31, 2023	$	4,786	$	—
2024	17,520		228
2025	14,989		228
2026	15,353		228
2027	17,675		228
Thereafter	35,015		—
Total Lease Payments	105,338		912
Imputed interest	(22,170)		(116)
Total Lease Liabilities - Contractual Payments to be Paid	$	83,168	$	796

Sublease Rent Payments Receivable

	Operating Leases
	(dollars in thousands)
Sublease Rent - Contractual Payments to be Received
October 1, 2023 to December 31, 2023	$	904
2024	1,920
2025	1,920
2026	1,920
2027	1,960
Thereafter	4,160
Total Sublease Rent - Contractual Payments to be Received	$	12,784

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DEBT OBLIGATIONS AND WARRANTS (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Maturities of Long-term Debt

	2020 Term Loan		CLO Investments Loans		Total
	(dollars in thousands)
Maturity of Debt Obligations
October 1, 2023 to December 31, 2023	$	—	$	—	$	—
2024	—		—		—
2025	—		1,120		1,120
2026	95,000		—		95,000
2027	—		—		—
2028	—		—		—
Thereafter	—		29,800		29,800
Total Payments	95,000		30,920		125,920
Unamortized discounts & deferred financing costs	(10,256)		(178)		(10,434)
Total Debt Obligations	$	84,744	$	30,742	$	115,486

Notes Payable, Consolidating Funds

The table below summarizes material terms of the notes payable:

	Class A Notes	Class B Notes	Class C Notes	Subordinated Notes(1)
	(dollars in thousands)
Type	Senior Secured	Senior Secured	Mezzanine Secured	Unsecured
Initial principal amount	$140,000	$70,000	$35,000	$105,000
Initial interest rate	4.25%	6.00%	6.75%	N/A
Interest rate after step up and effective date(2)	6.25%; May 2028	8.00%; May 2029	9.50%; May 2025	N/A

_______________

(1) Subordinated notes do not have stated interest rates or principal entitlement but instead receive net proceeds from excess cash flows remaining after periodic payments have been made to more senior notes and after fees and expenses in accordance with the priority of payments.

(2) Interest rate after a one time step up in basis at the indicated effective date.

CLO Investments Loans Table

Carrying amounts presented in the table below are net of discounts, if any, and unamortized deferred financing costs. The interest rates on the CLO Investments Loans are variable based on SOFR or EURIBOR (subject to a floor of zero percent). The final maturity date for each CLO Investments Loan is the earlier of the contractual maturity date presented in the table below or the date at which the Company no longer holds a risk retention investment in the respective CLO. The timing of principal payments on CLO Investments Loans is contingent on principal payments made to the Company on the investments in CLOs and the CLO Investments Loans may amortize well in advance of their contractual maturity dates.

Initial Borrowing Date	Contractual Rate	Contractual Maturity Date	Carrying Value
			September 30, 2023		December 31, 2022
			(dollars in thousands)
June 7, 2017	SOFR plus 1.48%	November 16, 2029	$	12,478	$	16,835
August 2, 2017	SOFR plus 1.41%	January 21, 2030	17,144		21,594
January 19, 2022	EURIBOR plus 1.50%	December 15, 2023	—		2,285
June 1, 2023	EURIBOR plus 1.85%	April 12, 2025	1,120		—
			$	30,742	$	40,714

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SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE (Tables)

9 Months Ended

Sep. 30, 2023

Transfers and Servicing of Financial Assets [Abstract]

Schedule of Repurchase Agreements Offsetting Disclosures

The table below presents securities sold under agreements to repurchase that are offset, if any, as well as securities transferred to the counterparty related to such transactions (capped so that the net amount presented will not be reduced below zero). No other material financial instruments were subject to master netting agreements or other similar agreements:

Securities Sold under Agreements to Repurchase	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheet		Net Amounts of Liabilities in the Consolidated Balance Sheet		Securities Transferred		Net Amount
	(dollars in thousands)
As of September 30, 2023	$	177,503	$	—	$	177,503	$	173,156	$	4,347
As of December 31, 2022	$	166,632	$	—	$	166,632	$	157,107	$	9,525

Schedule of Remaining Contractual Maturity of Repurchase Agreements

The securities sold under agreements to repurchase have a set scheduled maturity date that corresponds to the maturities of the securities sold under such transaction. The table below presents the remaining final contractual maturity of the securities sold to the counterparty under agreement to repurchase by class of collateral pledged:

	Investments in CLOs
Securities Sold under Agreements to Repurchase	Overnight and Continuous		Up to 30 Days		30-90 Days		Greater Than 90 Days		Total
	(dollars in thousands)
As of September 30, 2023	$	—	$	—	$	—	$	177,503	$	177,503
As of December 31, 2022	$	—	$	—	$	—	$	166,632	$	166,632

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OTHER ASSETS, NET (Tables)

9 Months Ended

Sep. 30, 2023

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Components of Other Assets

The following table presents the components of other assets, net as reported in the consolidated balance sheets:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Fixed Assets:
Leasehold improvements	$	47,826	$	47,736
Computer hardware and software	44,402		44,603
Furniture, fixtures and equipment	8,013		8,013
Accumulated depreciation and amortization	(82,475)		(79,390)
Fixed assets, net	17,766		20,962
Goodwill	22,691		22,691
Cloud computing costs	13,685		9,940
Prepaid expenses	11,440		16,698
Redemption receivable(1)	—		28,721
Other	9,842		7,430
Total Other Assets, Net	$	75,424	$	106,442

_______________

(1) Represents amounts receivable on a redeemed investment in a fund.

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OTHER LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2023

Other Liabilities Disclosure [Abstract]

Components of Other Liabilities

The following table presents the components of other liabilities as reported in the consolidated balance sheets:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Accrued expenses	$	21,468	$	20,925
Uncertain tax positions	8,250		8,250
Due to funds(1)	3,391		3,854
Other	10,069		10,020
Total Other Liabilities	$	43,178	$	43,049

_______________

(1) To the extent that a fee-paying fund is an investor in another fee-paying fund, the Company rebates a corresponding portion of the management fees charged in the investee fund. Due to funds amounts also reflect certain incentive income and management fee waivers.

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REVENUES (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Management Fees and Incentive Income Recognized

The following table presents management fees and incentive income recognized as revenues for the three months ended September 30, 2023 and 2022:

	Three Months Ended September 30,
	2023				2022
	Management Fees		Incentive Income		Management Fees		Incentive Income
	(dollars in thousands)
Multi-strategy funds	$	28,566	$	781	$	33,579	$	209
Credit
Opportunistic credit funds	11,524		6,290		12,001		698
Institutional Credit Strategies	11,354		—		11,550		—
Real estate funds	8,750		10,730		9,106		6,659
Total	$	60,194	$	17,801	$	66,236	$	7,566

The following table presents management fees and incentive income recognized as revenues for the nine months ended September 30, 2023 and 2022:

	Nine Months Ended September 30,
	2023				2022
	Management Fees		Incentive Income		Management Fees		Incentive Income
	(dollars in thousands)
Multi-strategy funds	$	88,716	$	1,504	$	112,171	$	329
Credit
Opportunistic credit funds	36,205		20,412		37,167		20,603
Institutional Credit Strategies	35,092		—		34,941		—
Real estate funds	26,331		40,467		27,164		52,856
Total	$	186,344	$	62,383	$	211,443	$	73,788

Income and Fees Receivable

The following table presents the composition of the Company’s income and fees receivable as of September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Management fees	$	23,652	$	25,402
Incentive income	2,917		30,958
Income and Fees Receivable	$	26,569	$	56,360

Unearned Income and Fees

The following table presents the Company’s unearned income and fees as of September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
	(dollars in thousands)
Management fees	$	151	$	2
Incentive income	40,359		53,867
Unearned Income and Fees	$	40,510	$	53,869

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INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2023

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation

The following is a reconciliation of the statutory U.S. federal income tax rate to the Company’s effective income tax rate: 

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Statutory U.S. federal income tax rate	21.00	%	21.00	%	21.00	%	21.00	%
Loss (income) passed through to noncontrolling interests	-3.98	%	-5.78	%	-12.16	%	-7.67	%
Foreign income taxes	-7.39	%	-4.58	%	-18.11	%	-4.76	%
RSU/RSA excess income tax benefit or expense	-0.08	%	-0.49	%	-4.74	%	3.76	%
State and local income taxes	1.02	%	0.53	%	-2.73	%	-7.34	%
Nondeductible amortization of Partner Equity Units	-1.80	%	-2.28	%	-5.88	%	-9.59	%
Foreign tax credits and deductions	1.55	%	0.96	%	3.80	%	1.00	%
Change in fair value of warrants	-4.45	%	-3.83	%	-5.12	%	25.74	%
Disallowed executive compensation	-5.02	%	-6.08	%	-13.72	%	-19.29	%
Other, net	-0.11	%	-0.20	%	-2.00	%	-0.36	%
SPAC Loss	-0.01	%	—	%	7.02	%	—	%
Effective Income Tax Rate	0.73	%	-0.75	%	-32.64	%	2.49	%

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GENERAL, ADMINISTRATIVE AND OTHER (Tables)

9 Months Ended

Sep. 30, 2023

Other Income and Expenses [Abstract]

Components of General, Administrative and Other Expenses

The following table presents the components of general, administrative and other expenses as reported in the consolidated statements of operations:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Professional services	$	20,112	$	7,326	$	40,480	$	18,967
Occupancy and equipment	7,315		6,951		20,816		20,941
Information processing and communications	6,673		5,299		18,205		15,500
Recurring placement and related service fees	3,656		4,661		10,938		15,092
Insurance	2,312		2,226		6,947		6,661
Business development	587		799		2,607		2,094
Other expenses	1,433		1,028		5,818		2,776
Total General, Administrative and Other	$	42,088	$	28,290	$	105,811	$	82,031

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LOSS PER CLASS A SHARE (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings (Loss) Per Class A Share

The following tables present the computation of basic and diluted loss per Class A Share:

Three Months Ended September 30, 2023	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(31,113)	25,204,848	$	(1.23)
Effect of dilutive securities:
Group A Units	—		—			15,025,994
Group E Units	—		—			13,020,157
RSUs	—		—			2,412,996
RSAs	—		—			1,099,947
Warrants	—		—			4,338,015
Diluted	$	(31,113)	25,204,848	$	(1.23)

Three Months Ended September 30, 2022	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(22,518)	24,772,098	$	(0.91)
Effect of dilutive securities:
Group A Units	—		—			15,025,994
Group E Units	—		—			13,009,158
RSUs	—		—			2,565,485
RSAs	—		—			1,591,507
Warrants	—		—			4,338,015
Diluted	$	(22,518)	24,772,098	$	(0.91)

Nine Months Ended September 30, 2023	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(18,967)	25,186,162	$	(0.75)
Effect of dilutive securities:
Group A Units	(21,280)		15,025,994			—
Group E Units	—		—			13,019,919
RSUs	—		—			2,341,331
RSAs	—		—			1,089,830
Warrants	—		—			4,338,015
Diluted	$	(40,247)	40,212,156	$	(1.00)

Nine Months Ended September 30, 2022	Net Loss Attributable to Class A Shareholders		Weighted- Average Class A Shares Outstanding	Loss Per Class A Share		Number of Antidilutive Units and Warrants Excluded from Diluted Calculation
	(dollars in thousands, except per share amounts)
Basic	$	(13,688)	25,620,996	$	(0.53)
Effect of dilutive securities:
Group A Units	—		—			15,025,994
Group E Units	—		—			13,009,157
RSUs	—		—			2,560,287
RSAs	—		—			1,406,538
Warrants	(34,190)		1,197,180			—
Diluted	$	(47,878)	26,818,176	$	(1.79)

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RELATED PARTY TRANSACTIONS (Tables)

9 Months Ended

Sep. 30, 2023

Related Party Transactions [Abstract]

Management Fees and Incentive Income Earned from Related Parties

The following table presents management fees and incentive income charged on investments held by the Company’s executive managing directors, employees and certain other related parties:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
	(dollars in thousands)
Fees charged on investments held by related parties:
Management fees	$	971	$	1,243	$	2,832	$	3,392
Incentive income	$	570	$	192	$	1,543	$	1,005

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COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Estimated Future Maximum Payments Under Tax Receivable Agreement

The table below presents management’s estimate as of September 30, 2023, of the maximum amounts that would be payable under the tax receivable agreement assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings. In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table. The impact of any net operating losses is included in the “Thereafter” amount in the table below.

	Potential Payments Under Tax Receivable Agreement
	(dollars in thousands)
October 1, 2023 to December 31, 2023	$	—
2024	18,041
2025	6,652
2026	26,903
2027	30,443
Thereafter	91,085
Total Payments	$	173,124

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ORGANIZATION - Additional Information (Details) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Feb. 07, 2019 shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) vote segment installment $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 shares	Feb. 28, 2022 USD ($)
Class of Stock
Ratio of group A units, recapitalized as group A-1 units	0.35
Ratio of group A units, recapitalized as group A units	0.65
Number of group A units forfeited in connection with recapitalization (in shares)	749,813
Number of reportable segments | segment				1
Number of operating segments | segment				1
Distribution holiday period				2 years
Amount of installments | installment				3
Treasury stock (in shares)		3,022,380		3,022,380		3,022,380
Stock repurchase program, authorized amount | $							$ 100,000
Stock repurchased during period | $			$ 8,749		$ 28,258
Stock repurchase program, remaining authorized repurchase amount | $		$ 67,500		$ 67,500
Class A Shares
Class of Stock
Number of votes per share (in shares) | vote				1
Treasury stock, shares acquired (in shares)		0		3,022,380
Stock repurchased during period | $				$ 32,500
Average price per treasury share purchased (in dollars per share) | $ / shares				$ 10.75
Treasury Stock
Class of Stock
Treasury stock (in shares)		3,022,380		3,022,380
Class B Shares
Class of Stock
Number of votes per share (in shares) | vote				1
Class E
Class of Stock
Number of exchangeable shares (in shares)				1
Class P
Class of Stock
Number of exchangeable shares (in shares)				1

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ORGANIZATION - Schedule of Shares and Operating Group Units (Details) - shares	Sep. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Dec. 31, 2021
Class of Stock
Warrants outstanding (in shares)	4,338,015
Class A Shares
Class of Stock
Stock and operating group units outstanding (in shares)	25,011,092	24,971,561	23,707,228	24,034,767	24,885,028	25,668,987
Class B Shares
Class of Stock
Stock and operating group units outstanding (in shares)	33,017,247	33,017,247	33,569,188	33,569,188	33,633,474	33,613,023
Restricted Class A Shares (“RSAs”)
Class of Stock
Stock and operating group units outstanding (in shares)	4,650,661
Restricted Share Units (“RSUs”)
Class of Stock
Stock and operating group units outstanding (in shares)	2,593,305
Performance-based RSUs (“PSUs”)
Class of Stock
Stock and operating group units outstanding (in shares)	912,500
Group A Units
Class of Stock
Stock and operating group units outstanding (in shares)	15,025,994
Group A-1 Units
Class of Stock
Stock and operating group units outstanding (in shares)	9,244,477
Group B Units
Class of Stock
Stock and operating group units outstanding (in shares)	25,011,092
Group E Units
Class of Stock
Stock and operating group units outstanding (in shares)	13,020,157
Group P Units
Class of Stock
Stock and operating group units outstanding (in shares)	4,734,286

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NONCONTROLLING INTERESTS - Additional Information (Details)	Sep. 30, 2023	Sep. 30, 2022
Total Sculptor Operating Group | Sculptor Capital Management, Inc
Noncontrolling Interest [Line Items]
Ownership interest, percent	47.10%	46.20%

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NONCONTROLLING INTERESTS - Calculation of Noncontrolling Interests Attributable to Group A Units (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Noncontrolling Interest [Line Items]
Net (loss) income	$ (31,113)	$ (22,692)	$ (25,793)	$ (17,627)
Less: Net loss attributable to noncontrolling interests	(7,349)	(9,410)	(23,376)	(15,837)
Sculptor Capital LP
Noncontrolling Interest [Line Items]
Net (loss) income	(20,207)	(9,389)	22,832	6,826
Sculptor Capital Advisors LP
Noncontrolling Interest [Line Items]
Net (loss) income	(11,556)	(14,398)	(32,107)	(15,595)
Sculptor Capital Advisors II LP
Noncontrolling Interest [Line Items]
Net (loss) income	(11,584)	(9,800)	(39,238)	(29,273)
Total Sculptor Operating Group
Noncontrolling Interest [Line Items]
Net (loss) income	(43,347)	(33,587)	(48,513)	(38,042)
Group A Units
Noncontrolling Interest [Line Items]
Less: Net loss attributable to noncontrolling interests	$ (8,667)	$ (9,478)	$ (26,776)	$ (17,260)
Group A Units | Sculptor Capital LP
Noncontrolling Interest [Line Items]
Blended participation percentage	0.00%	0.00%	0.00%	0.00%
Less: Net loss attributable to noncontrolling interests	$ 0	$ 0	$ 0	$ 0
Group A Units | Sculptor Capital Advisors LP
Noncontrolling Interest [Line Items]
Blended participation percentage	37.00%	39.00%	38.00%	38.00%
Less: Net loss attributable to noncontrolling interests	$ (4,330)	$ (5,548)	$ (12,050)	$ (5,999)
Group A Units | Sculptor Capital Advisors II LP
Noncontrolling Interest [Line Items]
Blended participation percentage	37.00%	40.00%	38.00%	38.00%
Less: Net loss attributable to noncontrolling interests	$ (4,337)	$ (3,930)	$ (14,726)	$ (11,261)
Group A Units | Total Sculptor Operating Group
Noncontrolling Interest [Line Items]
Blended participation percentage	20.00%	28.00%	55.00%	45.00%
Less: Net loss attributable to noncontrolling interests	$ (8,667)	$ (9,478)	$ (26,776)	$ (17,260)

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NONCONTROLLING INTERESTS - Components of Net Loss Attributable to Noncontrolling Interests (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Noncontrolling Interest [Line Items]
Less: Net loss attributable to noncontrolling interests	$ (7,349)	$ (9,410)	$ (23,376)	$ (15,837)
Group A Units
Noncontrolling Interest [Line Items]
Less: Net loss attributable to noncontrolling interests	(8,667)	(9,478)	(26,776)	(17,260)
Other
Noncontrolling Interest [Line Items]
Less: Net loss attributable to noncontrolling interests	$ 1,318	$ 68	$ 3,400	$ 1,423

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NONCONTROLLING INTERESTS - Components of Shareholders' Equity Attributable to Noncontrolling Interests (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Noncontrolling Interest [Line Items]
Shareholders’ equity attributable to noncontrolling interests	$ 426,530	$ 439,479
Group A Units
Noncontrolling Interest [Line Items]
Shareholders’ equity attributable to noncontrolling interests	390,424	412,941
Other
Noncontrolling Interest [Line Items]
Shareholders’ equity attributable to noncontrolling interests	$ 36,106	$ 26,538

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NONCONTROLLING INTERESTS - Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Increase (Decrease) in Redeemable Noncontrolling Interest [Roll Forward]
Redeemable noncontrolling interest, beginning balance			$ 237,864
Capital distributions	$ (796)	$ (1,751)	(3,009)	$ (6,570)
Comprehensive income	0	$ 1,492	3,350	$ 5,257
Redeemable noncontrolling interest, ending balance	0		0
SPAC
Increase (Decrease) in Redeemable Noncontrolling Interest [Roll Forward]
Redeemable noncontrolling interest, beginning balance			237,864
Change in redemption value of Class A Shares of consolidated SPAC			958
Capital distributions			(242,172)
Comprehensive income			3,350
Redeemable noncontrolling interest, ending balance	$ 0		$ 0

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INVESTMENTS AND FAIR VALUE DISCLOSURES - Schedule of Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fair Value Disclosures [Abstract]
U.S. government obligations	$ 79,408	$ 24,782
CLOs, at fair value	217,543	207,147
Equity method investments	87,033	67,130
Investments, at fair value	383,984	299,059
Investments of Consolidated Entities	$ 322,516	$ 544,554

XML

INVESTMENTS AND FAIR VALUE DISCLOSURES - Fair Value Option (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2023 USD ($)
Structured Alternative Investment Solution
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Fair Value	$ 322,516
Investments subject to lock up period	$ 163,300
Lock up period of investments	3 years
Multi-strategy | Structured Alternative Investment Solution
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Fair Value	$ 58,583
Opportunistic credit funds | Structured Alternative Investment Solution
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Fair Value	$ 250,321
Redemption restriction percent	30.00%
Redemption restriction period	6 years
Real estate | Structured Alternative Investment Solution
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Fair Value	$ 13,612
Redemption restriction percent	100.00%
Minimum | Multi-strategy
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Redemption Frequency	Quarterly
Redemption Notice Period	30 days
Minimum | Opportunistic credit funds
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Redemption Frequency	Monthly
Redemption Notice Period	30 days
Minimum | Real estate | Structured Alternative Investment Solution
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Redemption restriction period	7 years
Maximum | Multi-strategy
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Redemption Frequency	Annually
Redemption Notice Period	90 days
Maximum | Opportunistic credit funds
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Redemption Frequency	Annually
Redemption Notice Period	90 days
Maximum | Real estate | Structured Alternative Investment Solution
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Redemption restriction period	9 years

XML

INVESTMENTS AND FAIR VALUE DISCLOSURES - Additional Information (Details)	9 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Loans Sold to CLOs Managed by the Company
Loans sold to CLOs	$ 0	$ 0
Risk retention percentage	5.00%
Fair value of investments in retained interests	$ 71,300,000		$ 78,600,000
Cash flows from retained interests	$ 13,200,000	$ 2,000,000
Minimum
Loans Sold to CLOs Managed by the Company
Adverse price change, percentage	10.00%
Maximum
Loans Sold to CLOs Managed by the Company
Adverse price change, percentage	20.00%
Structured Alternative Investment Solution
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis
Unfunded commitment amount	$ 72,000,000
Measurement Input, Price Volatility, Merger Scenario
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis
Warrants unobservable measurement input	0.5865
Measurement Input, Price Volatility, No Merger Scenario
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis
Warrants unobservable measurement input	0.5596

XML

INVESTMENTS AND FAIR VALUE DISCLOSURES - Schedule of Investments Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Included within investments:
U.S. government obligations	$ 79,408	$ 24,782
CLOs	217,543	207,147
Included within investments of consolidated entities:
U.S. government obligations	79,408	24,782
Investments, at fair value	383,984	299,059
Liabilities, at Fair Value
Warrant liabilities, at fair value	34,140	24,163
CLOs
Liabilities of consolidated entities:
Contractual principal on investments in CLOs	213,000	212,000
Fair Value, Measurements, Recurring
Included within cash and cash equivalents:
U.S. government obligations	9,913	19,937
Included within investments:
U.S. government obligations	79,408	24,782
CLOs	217,543	207,147
Included within investments of consolidated entities:
U.S. government obligations	79,408	24,782
Liabilities, at Fair Value
Warrant liabilities, at fair value	34,140	24,163
Fair Value, Measurements, Recurring | Consolidated Entities
Included within investments:
U.S. government obligations		237,964
Included within investments of consolidated entities:
U.S. government obligations		237,964
Fair Value	322,516	306,590
Investments, at fair value		544,554
Liabilities, at Fair Value
Warrant liabilities, at fair value		596
Liabilities of consolidated entities:
Notes payable of consolidated entities	220,702	196,106
Fair Value, Measurements, Recurring | Level I
Included within cash and cash equivalents:
U.S. government obligations	9,913	19,937
Included within investments:
U.S. government obligations	79,408	24,782
CLOs	0	0
Included within investments of consolidated entities:
U.S. government obligations	79,408	24,782
Liabilities, at Fair Value
Warrant liabilities, at fair value	0	0
Fair Value, Measurements, Recurring | Level I | Consolidated Entities
Included within investments:
U.S. government obligations		237,964
Included within investments of consolidated entities:
U.S. government obligations		237,964
Fair Value	0	0
Investments, at fair value		237,964
Liabilities, at Fair Value
Warrant liabilities, at fair value		596
Liabilities of consolidated entities:
Notes payable of consolidated entities	0	0
Fair Value, Measurements, Recurring | Level II
Included within cash and cash equivalents:
U.S. government obligations	0	0
Included within investments:
U.S. government obligations	0	0
CLOs	0	0
Included within investments of consolidated entities:
U.S. government obligations	0	0
Liabilities, at Fair Value
Warrant liabilities, at fair value	0	0
Fair Value, Measurements, Recurring | Level II | Consolidated Entities
Included within investments:
U.S. government obligations		0
Included within investments of consolidated entities:
U.S. government obligations		0
Fair Value	0	0
Investments, at fair value		0
Liabilities, at Fair Value
Warrant liabilities, at fair value		0
Liabilities of consolidated entities:
Notes payable of consolidated entities	0	0
Fair Value, Measurements, Recurring | Level III
Included within cash and cash equivalents:
U.S. government obligations	0	0
Included within investments:
U.S. government obligations	0	0
CLOs	217,543	207,147
Included within investments of consolidated entities:
U.S. government obligations	0	0
Liabilities, at Fair Value
Warrant liabilities, at fair value	34,140	24,163
Fair Value, Measurements, Recurring | Level III | Consolidated Entities
Included within investments:
U.S. government obligations		0
Included within investments of consolidated entities:
U.S. government obligations		0
Fair Value	0	0
Investments, at fair value		0
Liabilities, at Fair Value
Warrant liabilities, at fair value		0
Liabilities of consolidated entities:
Notes payable of consolidated entities	220,702	196,106
Fair Value, Measurements, Recurring | NAV
Included within cash and cash equivalents:
U.S. government obligations	0	0
Included within investments:
U.S. government obligations	0	0
CLOs	0	0
Included within investments of consolidated entities:
U.S. government obligations	0	0
Liabilities, at Fair Value
Warrant liabilities, at fair value	0	0
Fair Value, Measurements, Recurring | NAV | Consolidated Entities
Included within investments:
U.S. government obligations		0
Included within investments of consolidated entities:
U.S. government obligations		0
Fair Value	322,516	306,590
Investments, at fair value		306,590
Liabilities, at Fair Value
Warrant liabilities, at fair value		0
Liabilities of consolidated entities:
Notes payable of consolidated entities	$ 0	$ 0

XML

INVESTMENTS AND FAIR VALUE DISCLOSURES - Schedule of Changes in Company's Level III Investments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Warrants
Liabilities, at Fair Value
Beginning balance, Liability	$ 24,423	$ 22,211
Transfers In	0			$ 0
Transfers Out	0			0
Purchases / Issuances	0	0
Investment Sales / Settlements	0	0
Gains / (Losses) Included in Earnings	(9,717)	(2,386)
Gains / (Losses) Included in Other Comprehensive Income	0	0
Ending balance, Liability	34,140	24,597	$ 34,140	24,597
Warrants | Management Company
Liabilities, at Fair Value
Beginning balance, Liability			24,163	65,287
Transfers In			0
Transfers Out			0
Purchases / Issuances			0	0
Investment Sales / Settlements			0	0
Gains / (Losses) Included in Earnings			(9,977)	40,690
Gains / (Losses) Included in Other Comprehensive Income			0	0
Ending balance, Liability	34,140	24,597	34,140	24,597
Warrants | Consolidated Entities
Liabilities, at Fair Value
Beginning balance, Liability				7,590
Transfers In				0
Transfers Out				(3,450)
Purchases / Issuances				0
Investment Sales / Settlements				0
Gains / (Losses) Included in Earnings				4,140
Gains / (Losses) Included in Other Comprehensive Income				0
Ending balance, Liability		0		0
Notes Payable | Consolidated Entities
Liabilities, at Fair Value
Beginning balance, Liability	205,290	201,985	196,106	0
Transfers In	0	0	0	0
Transfers Out	0	0	0	0
Purchases / Issuances	0	0	0	215,733
Investment Sales / Settlements	0	0	0	0
Gains / (Losses) Included in Earnings	(15,412)	(5,993)	(24,596)	7,755
Gains / (Losses) Included in Other Comprehensive Income	0	0	0	0
Ending balance, Liability	220,702	207,978	220,702	207,978
CLOs
Assets, at Fair Value
Beginning balance, Asset	208,138	203,631
Transfers In	0	0
Transfers Out	0	0
Purchases / Issuances	15,687	248
Investment Sales / Settlements	(3,887)	(40)
Gains / (Losses) Included in Earnings	2,938	(4,143)
Gains / (Losses) Included in Other Comprehensive Income	(5,333)	(10,482)
Ending balance, Asset	217,543	189,214	217,543	189,214
CLOs | Management Company
Assets, at Fair Value
Beginning balance, Asset			207,147	219,510
Transfers In			0	0
Transfers Out			0	0
Purchases / Issuances			16,231	30,087
Investment Sales / Settlements			(12,342)	(12,413)
Gains / (Losses) Included in Earnings			8,525	(22,931)
Gains / (Losses) Included in Other Comprehensive Income			(2,018)	(25,039)
Ending balance, Asset	$ 217,543	189,214	$ 217,543	189,214
Bank Debt | Consolidated Entities
Assets, at Fair Value
Beginning balance, Asset		40,226
Transfers In		0
Transfers Out		(16,296)
Purchases / Issuances		0
Investment Sales / Settlements		(23,930)
Gains / (Losses) Included in Earnings		0
Gains / (Losses) Included in Other Comprehensive Income		0
Ending balance, Asset		0		0
Liabilities, at Fair Value
Beginning balance, Liability				0
Transfers In				3,603
Transfers Out				(47,258)
Purchases / Issuances				98,217
Investment Sales / Settlements				(51,335)
Gains / (Losses) Included in Earnings				(3,227)
Gains / (Losses) Included in Other Comprehensive Income				0
Ending balance, Liability		$ 0		0
Bank Debt | Consolidated Entities
Liabilities, at Fair Value
Transfers into level 3 as a result of consolidation				2,300
Transfers out of level 3 as a result of deconsolidation				$ 14,000

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INVESTMENTS AND FAIR VALUE DISCLOSURES - Schedule of Net Unrealized Gains (Losses) on Company's Level III Assets and Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Warrants
Liabilities, at Fair Value
Fair Value, Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss)	$ (9,717)	$ (2,386)	$ (9,977)	$ 40,690
Notes payable | Consolidated Entities
Liabilities, at Fair Value
Fair Value, Asset (Liability), Recurring Basis, Still Held, Unrealized Gain (Loss)	(15,412)	(5,993)	(24,596)	7,755
CLOs
Assets, at Fair Value
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss)	$ (2,395)	$ (14,625)	$ 6,507	$ (47,970)

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VARIABLE INTEREST ENTITIES - Assets and Liabilities of Funds that are VIEs and Consolidated by Company (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Assets of consolidated entities:
Cash and cash equivalents	$ 159,446	$ 258,863	$ 170,304
Investments, at fair value	383,984	299,059
Total Other Assets, Net	75,424	106,442
Total Assets	1,346,058	1,652,206
Liabilities of consolidated entities:
Debt obligations	115,486	124,176
Other liabilities	43,178	43,049
Total Liabilities	966,893	1,027,759
Variable Interest Entity, Primary Beneficiary
Assets of consolidated entities:
Cash and cash equivalents	391	3
Restricted cash and cash equivalents	9,800	9,805
Investments, at fair value	322,516	306,590
Total Other Assets, Net	11,266	2,016
Total Assets	343,973	318,414
Liabilities of consolidated entities:
Debt obligations	220,702	196,106
Other liabilities	5,070	1,601
Total Liabilities	$ 225,772	$ 197,707

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VARIABLE INTEREST ENTITIES - Assets and Liabilities Related to VIEs that are Not Consolidated (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Maximum risk of loss as a result of the Company’s involvement with unconsolidated VIEs:
Income and fees receivable	$ 26,569	$ 56,360
Investments of Consolidated Entities	322,516	544,554
Unfunded commitments	203,000
Unfunded commitments from employees to VIEs	89,700	65,400
Variable Interest Entity, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Net assets of unconsolidated VIEs in which the Company has a variable interest	12,598,243	12,738,164
Maximum risk of loss as a result of the Company’s involvement with unconsolidated VIEs:
Unearned income and fees	40,359	53,869
Income and fees receivable	13,452	41,890
Investments	266,122	245,583
Investments of Consolidated Entities	263,932	237,699
Unfunded commitments	202,916	182,797
Maximum Exposure to Loss	$ 786,781	$ 761,838

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LEASES - Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Lease collateral	$ 6,200		$ 6,200
Operating lease cost	4,825	$ 4,628	14,030	$ 13,992
Short-term lease cost	22	21	66	75
Finance lease cost - amortization of leased assets	51	113	222	296
Finance lease cost - imputed interest on lease liabilities	15	19	45	23
Less: Sublease income	(902)	(779)	(2,539)	(2,413)
Net Lease Cost	$ 4,011	$ 4,002	$ 11,824	$ 11,973

XML

LEASES- Supplemental Lease Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Operating cash flows for operating leases	$ 5,311	$ 5,140	$ 15,764	$ 15,631
Operating cash flows for finance leases	0	6	5	6
Finance cash flows for finance leases	0	155	223	318
Operating leases	1,818	0	1,818	1,079
Finance leases	$ 0	$ 1,016	$ 0	$ 1,016

XML

LEASES- Lease Term and Discount Rate (Details)	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Weighted average remaining lease term, Operating leases	6 years 1 month 6 days	6 years 8 months 12 days
Weighted average remaining lease term, Financing leases	3 years 9 months 18 days	4 years 6 months
Weighted average discount rate, Operating leases	8.00%	7.80%
Weighted average discount rate, Financing leases	7.90%	7.90%

XML

LEASES- Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Operating Leases
October 1, 2023 to December 31, 2023	$ 4,786
2024	17,520
2025	14,989
2026	15,353
2027	17,675
Thereafter	35,015
Total Lease Payments	105,338
Imputed interest	(22,170)
Operating lease liabilities	83,168	$ 92,045
Finance Leases
2024	228
October 1, 2023 to December 31, 2023	0
2025	228
2026	228
2027	228
Thereafter	0
Total Lease Payments	912
Imputed interest	(116)
Finance lease liabilities	$ 796

XML

LEASES - Sublease Rent (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Leases [Abstract]
October 1, 2023 to December 31, 2023	$ 904
2024	1,920
2025	1,920
2026	1,920
2027	1,960
Thereafter	4,160
Total Sublease Rent - Contractual Payments to be Received	$ 12,784

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DEBT OBLIGATIONS AND WARRANTS - Schedule of Debt Principal Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 25, 2020
Maturity of Debt Obligations
October 1, 2023 to December 31, 2023	$ 0
2024	0
2025	1,120
2026	95,000
2027	0
2028	0
Thereafter	29,800
Total Payments	125,920
Unamortized discounts & deferred financing costs	(10,434)
Debt obligations	115,486	$ 124,176
2020 Term Loan
Maturity of Debt Obligations
October 1, 2023 to December 31, 2023	0
2024	0
2025	0
2026	95,000
2027	0
2028	0
Thereafter	0
Total Payments	95,000
Unamortized discounts & deferred financing costs	(10,256)
Debt obligations	84,744		$ 275,800
CLO Investments Loans
Maturity of Debt Obligations
October 1, 2023 to December 31, 2023	0
2024	0
2025	1,120
2026	0
2027	0
2028	0
Thereafter	29,800
Total Payments	30,920
Unamortized discounts & deferred financing costs	(178)
Debt obligations	$ 30,742	$ 40,714

XML

DEBT OBLIGATIONS AND WARRANTS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended	6 Months Ended	9 Months Ended		12 Months Ended
	Nov. 13, 2020	Sep. 25, 2020	Mar. 31, 2022	Mar. 31, 2021	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2022	Jun. 30, 2022	Jun. 21, 2021
Debt Instruments and Warrants [Line Items]
Debt obligations					$ 115,486			$ 124,176
Obligation balance					125,920
Other					$ 1,406	$ 0
Warrants, term		10 years
Warrants, Exercise price (in USD per share)		$ 11.93			$ 7.95
Warrants outstanding (in shares)					4,338,015
Warrant liabilities, at fair value					$ 0			596
Notes payable, at fair value					220,702			196,106
Investments, at fair value					383,984			299,059
Structured Alternative Investment Solution
Debt Instruments and Warrants [Line Items]
Notes payable, at fair value					220,700
Investments, at fair value			$ 127,800						$ 127,800
Structured Alternative Investment Solution
Debt Instruments and Warrants [Line Items]
Undrawn commitment fee			1.15%
Notes payable, at fair value			$ 350,000
Commitment fee amount			52,500
Maximum amount oustanding			$ 20,000
Interest rate percentage			3.00%
Class A Shares
Debt Instruments and Warrants [Line Items]
Warrants, number of shares issuable		4,338,015
Sculptor Acquisition Corp I | SPAC
Debt Instruments and Warrants [Line Items]
Warrants, term							5 years
Warrants, Exercise price (in USD per share)							$ 11.50
Warrants outstanding (in shares)							11,500,000
Sculptor Acquisition Corp I | Management Company
Debt Instruments and Warrants [Line Items]
Warrants outstanding (in shares)							11,200,000
2020 Term Loan
Debt Instruments and Warrants [Line Items]
Initial principal amount		$ 320,000
Debt obligations		$ 275,800			84,744
Call Premium due in addition to make-whole premium on prepayment occurring prior to second anniversary of Closing Date		3.00%
Call Premium on prepayment occurring on or after second anniversary, but prior to third anniversary of Closing Date		3.00%
Call Premium on prepayment occurring on or after third anniversary, but prior to fourth anniversary of Closing Date		2.00%
Call Premium on prepayment occurring on or after fourth anniversary of Closing Date		0.00%
Repayment Of Debt Amount For Which Prepayment Premium Is Not Charged - Beginning Of Range										$ 175,000
Amount Of Debt Prepayment For Which Prepayment Premium Is Not Charged, As Amended										225,000
Amendment fee										$ 1,750
Obligation balance					95,000
Other							$ 30,200
Minimum amount of fee-paying assets under management covenant		$ 20,000,000
2020 Revolving Credit Facility
Debt Instruments and Warrants [Line Items]
Repurchase agreements credit facility borrowing capacity		$ 25,000
Repayments of debt				$ 175,000			$ 224,400
Undrawn commitment fee	0.50%
CLO Investments Loans
Debt Instruments and Warrants [Line Items]
Debt obligations					30,742			40,714
Obligation balance					30,920
Collateral on CLO investments loans					$ 32,300			$ 40,000
Class A Notes | Structured Alternative Investment Solution
Debt Instruments and Warrants [Line Items]
Investments, at fair value			$ 20,000
Subordinated Notes | Structured Alternative Investment Solution
Debt Instruments and Warrants [Line Items]
Investments, at fair value			87,800
Class C Notes | Structured Alternative Investment Solution
Debt Instruments and Warrants [Line Items]
Investments, at fair value			$ 20,000
SOFR | 2020 Term Loan
Debt Instruments and Warrants [Line Items]
Floor on variable rate	0.75%
Contractual Rate	6.25%
Three or Six Months SOFR | 2020 Term Loan
Debt Instruments and Warrants [Line Items]
Contractual Rate	0.10%
One Month SOFR | 2020 Term Loan
Debt Instruments and Warrants [Line Items]
Contractual Rate	0.05%

XML

DEBT OBLIGATIONS AND WARRANTS - Notes Payable (Details) - Structured Alternative Investment Solution - USD ($) $ in Thousands	May 31, 2029	May 31, 2028	May 31, 2025	Sep. 30, 2023
Class A Notes | Senior Secured
Debt Instruments and Warrants [Line Items]
Initial principal amount				$ 140,000
Initial interest rate				4.25%
Class A Notes | Senior Secured | Interest Rate After Step Up
Debt Instruments and Warrants [Line Items]
Initial interest rate		6.25%
Class B Notes | Senior Secured
Debt Instruments and Warrants [Line Items]
Initial principal amount				$ 70,000
Initial interest rate				6.00%
Class B Notes | Senior Secured | Interest Rate After Step Up
Debt Instruments and Warrants [Line Items]
Initial interest rate	8.00%
Class C Notes | Mezzanine Secured
Debt Instruments and Warrants [Line Items]
Initial principal amount				$ 35,000
Initial interest rate				6.75%
Class C Notes | Mezzanine Secured | Interest Rate After Step Up
Debt Instruments and Warrants [Line Items]
Initial interest rate			9.50%
Subordinated Notes | Unsecured
Debt Instruments and Warrants [Line Items]
Initial principal amount				$ 105,000

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DEBT OBLIGATIONS AND WARRANTS - Schedule of CLO Investments Loans (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Debt Instruments and Warrants [Line Items]
Debt obligations	$ 115,486	$ 124,176
CLO Investments Loans
Debt Instruments and Warrants [Line Items]
Debt obligations	30,742	40,714
CLO Investments Loans | June 7, 2017
Debt Instruments and Warrants [Line Items]
Debt obligations	$ 12,478	16,835
CLO Investments Loans | June 7, 2017 | Secured Overnight Financing Rate (SOFR)
Debt Instruments and Warrants [Line Items]
Contractual Rate	1.48%
CLO Investments Loans | August 2, 2017
Debt Instruments and Warrants [Line Items]
Debt obligations	$ 17,144	21,594
CLO Investments Loans | August 2, 2017 | Secured Overnight Financing Rate (SOFR)
Debt Instruments and Warrants [Line Items]
Contractual Rate	1.41%
CLO Investments Loans | 44580
Debt Instruments and Warrants [Line Items]
Debt obligations	$ 0	2,285
CLO Investments Loans | 44580 | EURIBOR
Debt Instruments and Warrants [Line Items]
Contractual Rate	1.50%
CLO Investments Loans | 45078
Debt Instruments and Warrants [Line Items]
Debt obligations	$ 1,120	$ 0
CLO Investments Loans | 45078 | EURIBOR
Debt Instruments and Warrants [Line Items]
Contractual Rate	1.85%

XML

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE - Additional Details (Details) - Sep. 30, 2023 - Repurchase agreements credit facility € in Millions, $ in Millions	USD ($)	EUR (€)
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Repurchase agreements credit facility borrowing capacity	$ 100.0	€ 200.0
Repurchase agreements credit facility undrawn balance	$ 86.5	€ 43.6

XML

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE - Balance Sheet Offsetting (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Transfers and Servicing of Financial Assets [Abstract]
Gross Amounts of Recognized Liabilities	$ 177,503	$ 166,632
Gross Amounts Offset in the Consolidated Balance Sheet	0	0
Net Amounts of Liabilities in the Consolidated Balance Sheet	177,503	166,632
Securities Transferred	173,156	157,107
Net Amount	$ 4,347	$ 9,525

XML

SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE - Remaining Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Net Amounts of Liabilities in the Consolidated Balance Sheet	$ 177,503	$ 166,632
Overnight and Continuous
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Net Amounts of Liabilities in the Consolidated Balance Sheet	0	0
Up to 30 Days
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Net Amounts of Liabilities in the Consolidated Balance Sheet	0	0
30-90 Days
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Net Amounts of Liabilities in the Consolidated Balance Sheet	0	0
Greater Than 90 Days
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Net Amounts of Liabilities in the Consolidated Balance Sheet	$ 177,503	$ 166,632

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OTHER ASSETS, NET - Components of Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Fixed Assets:
Leasehold improvements	$ 47,826	$ 47,736
Computer hardware and software	44,402	44,603
Furniture, fixtures and equipment	8,013	8,013
Accumulated depreciation and amortization	(82,475)	(79,390)
Fixed assets, net	17,766	20,962
Goodwill	22,691	22,691
Cloud computing costs	13,685	9,940
Prepaid expenses	11,440	16,698
Redemption receivable	0	28,721
Other	9,842	7,430
Total Other Assets, Net	$ 75,424	$ 106,442

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OTHER LIABILITIES - Components of Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
Accrued expenses	$ 21,468	$ 20,925
Uncertain tax positions	8,250	8,250
Due to funds	3,391	3,854
Other	10,069	10,020
Total Other Liabilities	$ 43,178	$ 43,049

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REVENUES - Management Fees and Incentive Income (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Management fees
Disaggregation of Revenue [Line Items]
Investment management revenues	$ 60,194	$ 66,236	$ 186,344	$ 211,443
Incentive income
Disaggregation of Revenue [Line Items]
Investment management revenues	17,801	7,566	62,383	73,788
Multi-Strategy Funds | Management fees
Disaggregation of Revenue [Line Items]
Investment management revenues	28,566	33,579	88,716	112,171
Multi-Strategy Funds | Incentive income
Disaggregation of Revenue [Line Items]
Investment management revenues	781	209	1,504	329
Opportunistic credit funds | Management fees
Disaggregation of Revenue [Line Items]
Investment management revenues	11,524	12,001	36,205	37,167
Opportunistic credit funds | Incentive income
Disaggregation of Revenue [Line Items]
Investment management revenues	6,290	698	20,412	20,603
Institutional Credit Strategies | Management fees
Disaggregation of Revenue [Line Items]
Investment management revenues	11,354	11,550	35,092	34,941
Institutional Credit Strategies | Incentive income
Disaggregation of Revenue [Line Items]
Investment management revenues	0	0	0	0
Real estate funds | Management fees
Disaggregation of Revenue [Line Items]
Investment management revenues	8,750	9,106	26,331	27,164
Real estate funds | Incentive income
Disaggregation of Revenue [Line Items]
Investment management revenues	$ 10,730	$ 6,659	$ 40,467	$ 52,856

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REVENUES - Income and Fees Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Income and Fees Receivable [Line Items]
Income and fees receivable	$ 26,569	$ 56,360
Management fees
Income and Fees Receivable [Line Items]
Income and fees receivable	23,652	25,402
Incentive income
Income and Fees Receivable [Line Items]
Income and fees receivable	$ 2,917	$ 30,958

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REVENUES - Unearned Income and Fees (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Unearned Income and Fees [Line Items]
Unearned income and fees	$ 40,510	$ 53,869
Management fees
Unearned Income and Fees [Line Items]
Unearned income and fees	151	2
Incentive income
Unearned Income and Fees [Line Items]
Unearned income and fees	$ 40,359	$ 53,867

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REVENUES - Additional Details (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Incentive Income
Disaggregation of Revenue [Line Items]
Unearned incentive recognized of the beginning unearned balance	$ 35.6	$ 47.2

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INCOME TAXES- Reconciliation of Statutory U.S. Federal Income Tax Rate (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Statutory U.S. federal income tax rate	21.00%	21.00%	21.00%	21.00%
Loss (income) passed through to noncontrolling interests	(3.98%)	(5.78%)	(12.16%)	(7.67%)
Foreign income taxes	(7.39%)	(4.58%)	(18.11%)	(4.76%)
RSU/RSA excess income tax benefit or expense	(0.08%)	(0.49%)	(4.74%)	3.76%
State and local income taxes	1.02%	0.53%	(2.73%)	(7.34%)
Nondeductible amortization of Partner Equity Units	(1.80%)	(2.28%)	(5.88%)	(9.59%)
Foreign tax credits and deductions	1.55%	0.96%	3.80%	1.00%
Change in fair value of warrants	(4.45%)	(3.83%)	(5.12%)	25.74%
Disallowed executive compensation	(5.02%)	(6.08%)	(13.72%)	(19.29%)
Other, net	(0.11%)	(0.20%)	(2.00%)	(0.36%)
SPAC Loss	(0.01%)	0.00%	7.02%	0.00%
Effective Income Tax Rate	0.73%	(0.75%)	(32.64%)	2.49%

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INCOME TAXES - Additional Information (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Unrecognized tax benefits	$ 8.3	$ 8.3
Unrecognized tax benefits that would impact effective tax rate	$ 4.8

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GENERAL, ADMINISTRATIVE AND OTHER - Components of General, Administrative and Other Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Other Income and Expenses [Abstract]
Professional services	$ 20,112	$ 7,326	$ 40,480	$ 18,967
Occupancy and equipment	7,315	6,951	20,816	20,941
Information processing and communications	6,673	5,299	18,205	15,500
Recurring placement and related service fees	3,656	4,661	10,938	15,092
Insurance	2,312	2,226	6,947	6,661
Business development	587	799	2,607	2,094
Other expenses	1,433	1,028	5,818	2,776
Total General, Administrative and Other	$ 42,088	$ 28,290	$ 105,811	$ 82,031

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LOSS PER CLASS A SHARE - Additional Information (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
RSUs
Earnings Per Share [Line Items]
Vested RSUs included in weighted-average Class A Shares outstanding	207,458	165,379	206,360	171,739

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LOSS PER CLASS A SHARE- Computation of Basic and Diluted Earnings (Loss) Per Class A Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Line Items]
Net Loss Attributable to Class A Shareholders, Basic	$ (31,113)	$ (22,518)	$ (18,967)	$ (13,688)
Net Loss Attributable to Class A Shareholders, Diluted	$ (31,113)	$ (22,518)	$ (40,247)	$ (47,878)
Weighted-average Class A Shares outstanding - Basic (in shares)	25,204,848	24,772,098	25,186,162	25,620,996
Weighted-average Class A Shares outstanding - Diluted (in shares)	25,204,848	24,772,098	40,212,156	26,818,176
Loss per Class A Share - Basic (in dollars per share)	$ (1.23)	$ (0.91)	$ (0.75)	$ (0.53)
Loss per Class A Share - Diluted (in dollars per share)	$ (1.23)	$ (0.91)	$ (1.00)	$ (1.79)
Group A Units
Earnings Per Share [Line Items]
Net Loss Attributable to Class A Shareholders, Effect of dilutive securities	$ 0	$ 0	$ (21,280)	$ 0
Weighted-Average Class A Shares Outstanding, Effect of dilutive securities (in shares)	0	0	15,025,994	0
Number of Antidilutive Units and Warrants Excluded from Diluted Calculation	15,025,994	15,025,994	0	15,025,994
Group E Units
Earnings Per Share [Line Items]
Net Loss Attributable to Class A Shareholders, Effect of dilutive securities	$ 0	$ 0	$ 0	$ 0
Weighted-Average Class A Shares Outstanding, Effect of dilutive securities (in shares)	0	0	0	0
Number of Antidilutive Units and Warrants Excluded from Diluted Calculation	13,020,157	13,009,158	13,019,919	13,009,157
RSUs
Earnings Per Share [Line Items]
Net Loss Attributable to Class A Shareholders, Effect of dilutive securities	$ 0	$ 0	$ 0	$ 0
Weighted-Average Class A Shares Outstanding, Effect of dilutive securities (in shares)	0	0	0	0
Number of Antidilutive Units and Warrants Excluded from Diluted Calculation	2,412,996	2,565,485	2,341,331	2,560,287
Restricted Class A Shares (“RSAs”)
Earnings Per Share [Line Items]
Net Loss Attributable to Class A Shareholders, Effect of dilutive securities	$ 0	$ 0	$ 0	$ 0
Weighted-Average Class A Shares Outstanding, Effect of dilutive securities (in shares)	0	0	0	0
Number of Antidilutive Units and Warrants Excluded from Diluted Calculation	1,099,947	1,591,507	1,089,830	1,406,538
Warrants
Earnings Per Share [Line Items]
Net Loss Attributable to Class A Shareholders, Effect of dilutive securities	$ 0	$ 0	$ 0	$ (34,190)
Weighted-Average Class A Shares Outstanding, Effect of dilutive securities (in shares)	0	0	0	1,197,180
Number of Antidilutive Units and Warrants Excluded from Diluted Calculation	4,338,015	4,338,015	4,338,015	0

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RELATED PARTY TRANSACTIONS - Additional Information (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Mar. 31, 2022
Related Party Transaction [Line Items]
Tax receivable agreement liability	$ 173,124,000			$ 173,124,000		$ 190,245,000
Notes payable, at fair value	220,702,000			220,702,000		196,106,000
Investments, at fair value	383,984,000			383,984,000		299,059,000
Structured Alternative Investment Solution
Related Party Transaction [Line Items]
Notes payable, at fair value							$ 350,000,000
Payments Under Tax Receivable Agreement
Related Party Transaction [Line Items]
Payments under Tax Receivable Agreement				17,400,000	$ 16,900,000
Executive Managing Directors, Employees and Other Related Parties | Payments Under Tax Receivable Agreement
Related Party Transaction [Line Items]
Tax receivable agreement liability	64,600,000			64,600,000
Payments under Tax Receivable Agreement	0		$ 0	7,700,000	$ 7,400,000
Executive Managing Directors, Employees and Other Related Parties | Amount of Related Party Assets Under Management
Related Party Transaction [Line Items]
Assets under management	$ 809,900,000			$ 809,900,000		$ 906,600,000
Executive Managing Directors, Employees and Other Related Parties | Percent of Related Party Assets Under Management Not Charged Fees
Related Party Transaction [Line Items]
Percent of assets under management not charged management and incentive fees	41.00%			41.00%		43.00%
SPAC
Related Party Transaction [Line Items]
Proceeds from issuance of warrants		$ 11,200,000

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RELATED PARTY TRANSACTIONS - Management Fees and Incentive Income Earned from Related Parties and Waived Fees (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Management fees
Related Party Transaction [Line Items]
Investment management revenues	$ 60,194	$ 66,236	$ 186,344	$ 211,443
Incentive income
Related Party Transaction [Line Items]
Investment management revenues	17,801	7,566	62,383	73,788
Fees charged on investments held by related parties: | Management fees | Executive Managing Directors, Employees and Other Related Parties
Related Party Transaction [Line Items]
Investment management revenues	971	1,243	2,832	3,392
Fees charged on investments held by related parties: | Incentive income | Executive Managing Directors, Employees and Other Related Parties
Related Party Transaction [Line Items]
Investment management revenues	$ 570	$ 192	$ 1,543	$ 1,005

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COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Apr. 01, 2019	Dec. 31, 2018
Loss Contingencies [Line Items]
Amortization of intangible assets period	15 years
Percentage of tax savings to be paid under tax receivable agreement to remaining EMDs and Ziffs	69.00%
Tax receivable agreement liability	$ 173,124	$ 190,245
Unfunded capital commitments of the Company to funds managed	$ 203,000
Purchase commitment period	5 years
Director
Loss Contingencies [Line Items]
Unfunded capital commitments of the Company to funds managed	$ 89,700
Consolidated Entities
Loss Contingencies [Line Items]
Unfunded capital commitments of the Company to funds managed	131,000
Structured Alternative Investment Solution
Loss Contingencies [Line Items]
Unfunded capital commitments of the Company to funds managed	$ 72,000
Tax Year 2019
Loss Contingencies [Line Items]
Percentage of tax savings to be paid under tax receivable agreement	75.00%		75.00%
Tax Year, Prior To 2018
Loss Contingencies [Line Items]
Percentage of tax savings to be paid under tax receivable agreement				85.00%
Tax Year 2018
Loss Contingencies [Line Items]
Percentage of tax savings to be paid under tax receivable agreement	85.00%

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COMMITMENTS AND CONTINGENCIES - Estimated Potential Payments Under Tax Receivable Agreement (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Potential Payments Under Tax Receivable Agreement
October 1, 2023 to December 31, 2023	$ 0
2024	18,041
2025	6,652
2026	26,903
2027	30,443
Thereafter	91,085
Total Payments	$ 173,124	$ 190,245

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SUBSEQUENT EVENTS - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Oct. 13, 2023	Oct. 12, 2023	Sep. 30, 2023	Jul. 23, 2023	Dec. 31, 2022	Sep. 25, 2020
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)				$ 0.01
Termination fee				$ 22.4
Subsequent Event | Rithm
Subsequent Event [Line Items]
Warrants, number of shares issuable		4,338,015
Class A Shares
Subsequent Event [Line Items]
Common stock, par value (in dollars per share)			$ 0.01		$ 0.01
Warrants, number of shares issuable						4,338,015
Class A Shares | Subsequent Event | Rithm
Subsequent Event [Line Items]
Conversion of convertible securities (in shares)	4,338,015
Value of conversion of convertible securities	$ 34.5
Merger Agreement
Subsequent Event [Line Items]
Business acquisition share price (in dollars per share)				$ 12.70