UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 23)
Sculptor Capital Management, Inc.
(Name of Issuer)
Class A Shares
(Title of Class of Securities)
811246107
(CUSIP Number)
Daniel S. Och
c/o Willoughby Capital Holdings, LLC
667 Madison Avenue
Floor 23
New York, NY 10065
(212) 655-2678
(Name, address and telephone number of person authorized to receive notices and communications)
August 16, 2023
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 811246107 | SCHEDULE 13D | Page 2 of 4 |
| 1 | NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Och | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
203,6661 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
203,6661 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
203,6661 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.82%2 | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| 1. | Represents 203,666 Class A Shares of the Issuer (as defined below) directly held by the Reporting Person. The Reporting Person also beneficially owns 7,620,988 Class B Shares of the Issuer. |
| CUSIP No. 811246107 | SCHEDULE 13D | Page 3 of 4 |
| 2. | Based on 24,971,561 outstanding Class A Shares as of May 2, 2023, as reported in the Issuer’s Form 10-Q for the period ended March 31, 2023 filed on May 5, 2023. The Reporting Person’s total combined voting power is 12.5%. |
| ITEM 1 | SECURITY AND ISSUER |
This Amendment No. 23 on Schedule 13D (this “Schedule 13D”) relates to the Class A shares (the “Class A Shares”) of Sculptor Capital Management, Inc. (formerly known as Och-Ziff Capital Management Group LLC) (the “Issuer”), and amends and further supplements the Schedule 13D filed by the Reporting Person on November 29, 2007 (the “Initial Schedule 13D”), as amended by the Reporting Person by Amendment No. 1 to Schedule 13D filed on November 13, 2008, Amendment No. 2 to Schedule 13D filed on December 23, 2008, Amendment No. 3 to Schedule 13D filed on January 2, 2009, Amendment No. 4 to Schedule 13D filed on May 14, 2009, Amendment No. 5 to Schedule 13D filed on June 16, 2009, Amendment No. 6 to Schedule 13D filed on November 13, 2009, Amendment No. 7 to Schedule 13D filed on December 30, 2009, and Amendment No. 8 to Schedule 13D filed on March 18, 2010, Amendment No. 9 to Schedule 13D filed on May 25, 2010, Amendment No. 10 to Schedule 13D filed on December 13, 2011, Amendment No. 11 to Schedule 13D filed on May 24, 2012, Amendment No. 12 to Schedule 13D filed on November 19, 2012, Amendment No. 13 to Schedule 13D filed February 15, 2013, Amendment No. 14 to Schedule 13D filed on April 12, 2013, Amendment No. 15 to Schedule 13D filed on May 3, 2013, Amendment No. 16 to Schedule 13D filed on July 17, 2013, Amendment No. 17 to Schedule 13D filed on March 3, 2017, Amendment No. 18 to Schedule 13D filed on December 6, 2018, Amendment No. 19 to Schedule 13D filed on February 11, 2019, Amendment No. 20 to Schedule 13D filed on October 4, 2022, Amendment No. 21 to Schedule 13D filed on November 3, 2022 and Amendment No. 22 to Schedule 13D filed on January 27, 2023 (the Initial Schedule 13D as so amended, the “Statement”).
| ITEM 4 | PURPOSE OF TRANSACTION |
Item 4 of the Statement is hereby amended by adding the following:
On August 16, 2023, the Reporting Person sent a letter (the “Letter”) to the Special Committee of the Board of Directors of the Issuer (the “Special Committee”). The Letter is attached here as Exhibit 27 and is incorporated herein by reference.
| ITEM 7 | MATERIAL TO BE FILED AS EXHIBITS |
Item 7 of the Statement is hereby amended to add the following exhibit:
Exhibit 27 Letter, dated August 16, 2023, from the Reporting Person to the Special Committee of the Issuer.
| CUSIP No. 811246107 | SCHEDULE 13D | Page 4 of 4 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 16, 2023
| /s/ Daniel S. Och |
| Daniel S. Och |
Exhibit 27
Daniel S. Och Harold Kelly Richard Lyon
James O’Connor Zoltan Varga
c/o Willoughby Capital Holdings, LLC
667 Madison Avenue
Floor 23
New York, New York 10065
August 16, 2023
Special Committee of the Board of Directors
Sculptor Capital Management, Inc.
9 West 57th Street
39th Floor
New York, New York 10019
Dear Special Committee Members,
We write to express our concerns with the sale process involving the proposed acquisition of Sculptor Capital Management, Inc. (the “Company”) by Rithm Capital Corp. (“Rithm”). We believe that the transaction with Rithm substantially undervalues the Company and penalizes all shareholders for the Board of Director’s breaches of fiduciary duty and the lack of proper oversight that has repeatedly destroyed shareholder value. Our group previously expressed concerns that the Board would pursue a transaction that does not reflect the full value of the Company, that would not maximize value for the benefit of all shareholders, and that further entrenches the interests of current Company management.
Yet the Board did precisely this. On December 17, 2021, the date that the Board of Directors approved the exorbitant compensation package for CEO James Levin, the Company’s stock was trading at $20.02. Just over 18 months later, the Board now has approved a deal that would pay the public shareholders $11.15 per share, just a fraction of what the stock was once worth. In view of this history, we find it impossible to understand how Marcy Engel, the Chair of the Board, could claim that this deal “deliver[s] a great outcome for Sculptor shareholders.” Memories are not that short.
Based on the public disclosures and the reactions we have heard from third parties, we believe that the Special Committee failed, and is continuing to fail, to run a sale process that is designed to achieve the best result for all shareholders and is consistent with the Board’s duties under law. We understand that there may be potential bidders who were excluded from the process prior to the announcement of the Rithm transaction and/or who are interested in transacting with the Company for higher value at this time but may be prohibited by restrictions in their non-disclosure agreements from making proposals to the Company and its shareholders. We encourage the Special Committee to release all bidders from any such restrictions on the ability of third parties to make public their offers or indications of interest for the Company—a policy of transparency that surely advances the Special Committee’s duty to maximize shareholder value. A free and open process, unrestricted by the demands of management, will have the highest chance of producing the best outcome for shareholders.
In addition, we understand that senior management may have interacted with potential buyers or their representatives to influence the outcome in their favor and to the potential detriment of the Company’s shareholders. This appears to explain the structure of the Rithm deal and the fact that the Special Committee apparently did not seriously entertain the expressions of interests of other bidders, whose proposals were focused more on shareholder value than the interests of senior management.
We remain open to supporting a transaction that would deliver maximum value to all shareholders and account for the massive diversion of value to management, which comes entirely at the expense of the Company’s shareholders. Consistent with that, as you know, we have been working diligently, but so far unsuccessfully, with Rithm both prior to and since the public announcement of the transaction to see if the terms of the deal can be sufficiently improved for shareholders so that we would be comfortable supporting it. Absent material changes to the proposed transaction, we will vigorously oppose this transaction.
Sincerely,
/s/ Daniel S. Och
/s/ Harold Kelly
/s/ Richard Lyon
/s/ James O’Connor
/s/ Zoltan Varga
| cc: | Andrew J. Levander, Dechert LLP | |
| Kenneth E. Young, Dechert LLP | ||
| Peter Harwich, Latham & Watkins, LLP | ||
| Harvey Eisenberg, Weil, Gotshal & Manges LLP |
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