SCU Sculptor Capital Management Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 25)

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 29, 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).

This Amendment No. 25 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, Amendment No. 22 to Schedule 13D filed on January 27, 2023, Amendment No. 23 to Schedule 13D filed on August 16, 2023 and Amendment No. 24 to Schedule 13D filed on August 22, 2023 (the Initial Schedule 13D as so amended, the “Statement”).

Item 4 of the Statement is hereby amended by adding the following:

On August 29, 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 hereto as Exhibit 30 and is incorporated herein by reference.

Item 7 of the Statement is hereby amended to add the following exhibit:

Exhibit 30 Letter, dated August 29, 2023, from the Reporting Person to the Special Committee of the Issuer.

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 29, 2023

EXHIBIT 30

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 29, 2023

Special Committee of the Board of Directors

Sculptor Capital Management, Inc.

9 West 57^th Street

39^th Floor

New York, New York 10019

Dear Special Committee Members,

We write in response to the Special Committee’s refusal to waive the non-disclosure agreement and to reiterate our concerns with the sale process that led to the proposed acquisition of Sculptor Capital Management, Inc. (the “Company”) by Rithm Capital Corp. (“Rithm”).

On August 22, 2023, we requested that you waive certain restrictions in the non-disclosure agreements with Bidder J, Bidder H, and the Founders’ group (the “NDAs”), because we believed that preventing those bidders from publicly articulating their proposals and from speaking with us was contrary to the interests of shareholders. Specifically, we cannot understand how the Special Committee could possibly conclude that it is in the best interests of shareholders to deter us from communicating freely with such bidders to improve their bids, thereby reversing the prior massive diversion of value from shareholders to management in order to achieve maximum value for all shareholders.

As the Company disclosed in the preliminary proxy statement, the Special Committee previously allowed Rithm to engage in negotiations with us. Given the existence of other bidders interested in proposing superior proposals, we do not see how it could be in the interests of shareholders for the Special Committee to refuse to permit similar negotiations. The Merger Agreement does not prohibit the Special Committee from agreeing to waive its earlier agreements to the extent that the failure to grant such a waiver would be inconsistent with its fiduciary duties. Nor could Rithm insist upon the Special Committee adhering to those restrictions without it too becoming complicit in that breach of fiduciary duties.

Because there is no valid reason for the Special Committee to prohibit open and transparent communications or to prohibit us from engaging in similar negotiations with other parties, we can only conclude that the Special Committee wants to quash such communications in order to place its thumb on the scale in favor of Rithm. If that is, in fact, the reason for the Special Committee’s prohibition, we think that is troubling for all shareholders (though unsurprising at this point), and troubling as it clearly conflicts with Delaware law.

Delaware law is clear that an NDA restriction that would prohibit such beneficial communications is unenforceable. See In re Topps Co. S’holders Litig., 926 A.2d 58, 92 (Del. Ch. 2007); see also In re Complete Genomics, Inc. S’holder Litig., No. 7888–VCL, 2012 WL 9989212 (Del.Ch. Nov. 27, 2012). The Special Committee should be providing all interested parties with the opportunity to provide the best bid for all shareholders, including by allowing other bidders to engage with the Founders in the hope of preparing a superior bid, rather than take steps to preserve the position of management’s preferred bidder.

The Special Committee can still act, consistent with its fiduciary duties, by waiving the restrictions in our NDA to enable the Founders to negotiate with third parties to secure a superior proposal for all shareholders. If it does not, then we reserve all rights, including litigation, to not only stop the Special Committee from misappropriating value from shareholders for the benefit of current management, but also to enforce the rights of the public shareholders to secure a superior proposal. The Special Committee’s failure to act can otherwise only be perceived as collusion by the Committee, management, and Rithm to block any deal that does not prioritize the interests of management and Rithm.

Sincerely,

/s/ Daniel S. Och

/s/ Harold Kelly

/s/ Richard Lyon

/s/ James O’Connor

/s/ Zoltan Varga

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