Labaton Keller Sucharow Announces a Proposed Class Action Settlement for All Record Holders and Beneficial Owners of Sculptor Capital Management, Inc. Common Stock Whose Shares Rithm Capital Corp. Acquired at the Closing of the Merger

WILMINGTON, Del.--(BUSINESS WIRE)-- 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE SCULPTOR CAPITAL MANAGEMENT, INC. STOCKHOLDER LITIGATION

CONSOLIDATED C.A. No. 2023-0921-SG

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER CLASS ACTION, SETTLEMENT HEARING,

AND RIGHT TO APPEAR

TO:	All record holders and beneficial owners of Sculptor Capital Management, Inc. (“Sculptor”) common stock whose shares Rithm Capital Corp. (“Rithm”) acquired at the closing of the Merger.^1

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) is pending in the Court.

YOU ARE ALSO NOTIFIED that plaintiff Gilles Beauchemin (“Plaintiff”), on behalf of himself and the Class (defined below) and defendants Daniel S. Och, Harold A. Kelly, Jr., Richard Lyon, James O’Connor, Zoltan Varga, Marcy Engel, Bharath Srikrishnan, Charmel Maynard, David Bonanno, James Levin, Wayne Cohen, Rithm Capital Corp., Calder Sub, Inc., Calder Sub I, LP, Calder Sub II, LP, Calder Sub III, LP, Sculptor Capital Management, Inc. (the “Company”), Sculptor Capital LP, Sculptor Capital Advisors LP, Sculptor Capital Advisors II LP, (the “Defendants”) have reached a proposed settlement for $6,500,000 in cash (the “Settlement”). In addition to a fee not to exceed 25% of the Settlement Fund plus expenses, Plaintiff’s Counsel will request an award for causing certain transaction price increases and supplemental disclosures, not to exceed $6,000,000, which will be paid solely by the Company, the Company’s successor, Defendants’ insurers, or other third parties (not the Settlement Fund). The terms of the Settlement are stated in the Stipulation and Agreement of Settlement, Compromise and Release between Plaintiff and the Defendants, dated January 22, 2024 (the “Stipulation”), a copy of which is available at www.SculptorStockholderLitigation.com. The proposed Settlement, if approved, will resolve all claims in the Action and result in the dismissal of the Action with prejudice.

A hearing (the “Settlement Hearing”) will be held on May 20, 2024 at 10:00 a.m., before The Honorable Sam Glasscock III, Vice Chancellor, in person at the Court of Chancery of the State of Delaware, Sussex County, Court of Chancery Courthouse, 34 The Circle, Georgetown, Delaware 19947, to, among other things: (i) determine whether the Action may be finally maintained as a non-opt-out class action and whether the Class should be finally certified, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff may be finally appointed as representative for the Class and Plaintiff’s Counsel, Christensen & Dougherty LLP; Friedman Oster & Tejtel PLLC; Kaskela Law LLC; Labaton Keller Sucharow LLP; and Saxena White P.A., may be finally appointed as counsel for the Class, and whether Plaintiff and Plaintiff’s Counsel have adequately represented the interests of the Class in the Action; (iii) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court; (iv) determine whether a Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether the application by Plaintiff’s Counsel for an award of attorneys’ fees and litigation expenses should be approved; (vii) determine whether the application by Plaintiff for an incentive award should be approved; (viii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or to the application by Plaintiff’s Counsel for an award of attorneys’ fees and expenses; and (ix) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.SculptorStockholderLitigation.com.

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at 877-883-8091 or [e-mail]. A copy of the Notice can also be downloaded from the Settlement website, www.SculptorStockholderLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to “Eligible Class Members” in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Under the proposed Plan of Allocation, “Eligible Class Members” will consist of all Class Members who held or beneficially owned shares of Sculptor common stock at the closing of the Merger on November 17, 2023 (the “Closing”) and received, or were entitled to receive, the Public Merger Consideration for their “Eligible Shares.” “Eligible Shares” will be the number of shares of Sculptor common stock held or beneficially owned by Eligible Class Members at the Closing and for which Eligible Class Members received, or were entitled to receive, the Public Merger Consideration. As explained in further detail in the Notice, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Public Merger Consideration. Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s application for an award of attorneys’ fees and expenses in connection with the Settlement must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff’s Counsel and Defendants’ Counsel such that they are received no later than May 3, 2024, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this notice. All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff’s Counsel.

Requests for the Notice should be made to the Settlement Administrator:

A.B Data Ltd.
Email: [e-mail]
877-883-8091

Inquiries, other than requests for the Notice, should be made to Plaintiff’s Counsel:

Ned Weinberger
Labaton Keller Sucharow LLP
222 Delaware Ave., Suite 1510
Wilmington, Delaware 19801
866-640-7254
[e-mail]

Dated: April 5, 2024	BY ORDER OF THE COURT OF
	CHANCERY OF THE STATE
	DELAWARE

¹ Certain persons and entities are excluded from the Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the “Notice”), available at www.SculptorStockholderLitigation.com. Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Notice.