UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 23, 2020, Sculptor Capital Management, Inc. (the “Company”) entered into an amendment (the “Amendment”) to its Deferred Prosecution Agreement (the “DPA”) with the U.S. Department of Justice (the “DOJ”) and the U.S. Attorney’s Office for the Eastern District of New York (the “USAO”) that extends the term of the DPA until 61 days after the entry of a final judgment by the U.S. District Court for the Eastern District of New York (the “Court”) in the matter of U.S. v. Oz Africa Management GP, LLC, Cr. No. 16-515 (NGG) (EDNY). The Amendment makes no other material changes to the DPA.
The extension is based solely on the voluntary agreement of the parties and is not premised on any non-compliance by the Company with the DPA. Because of an outstanding restitution claim against OZ Africa, sentencing in the OZ Africa matter has not occurred and, based on the current schedule, will not be completed before the scheduled conclusion of the DPA. Because the DPA contemplates that the sentencing in the OZ Africa matter would have occurred before the expiration of the DPA, the parties have executed an agreement with the purpose of extending the expiration date of the DPA.
The Amendment does not contemplate any additional term for the independent compliance monitor appointed to evaluate the Company’s compliance with its obligations under the DPA.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference.
| Item 8.01. | Other Events. |
On January 23, 2020, the USAO filed a letter with the Court on behalf of itself, the DOJ and the Company related to the Amendment. A copy of the letter is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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| 10.1 |
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| 99.1 |
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| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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.
| SCULPTOR CAPITAL MANAGEMENT, INC. | ||
| (Registrant) | ||
| By: |
/s/ Thomas M. Sipp | |
| Thomas M. Sipp | ||
| Chief Financial Officer and | ||
Date: January 23, 2020