SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 4, 2022
SCULPTOR CAPITAL MANAGEMENT, INC.
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
|9 West 57th Street,||New York,||New York||10019|
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|Class A Shares||SCU||New York Stock Exchange|
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).
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. ☐
|Item 7.01.|| |
Regulation FD Disclosure.
On October 4, 2022, the Company delivered a letter (the “Letter”) to Daniel S. Och in response to the letter sent to the Board of Directors of the Company by Mr. Och, dated October 4, 2022.
A copy of the Letter is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for any purpose, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
|Item 9.01.|| |
Financial Statements and Exhibits.
|99.1||Letter dated October 4, 2022, from Sculptor Capital Management, Inc. to Daniel Och|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
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 hereunto duly authorized.
|SCULPTOR CAPITAL MANAGEMENT, INC.|
Chief Legal Officer
Date: October 4, 2022
October 4, 2022
Daniel S. Och
c/o Willoughby Capital Holdings, LLC
667 Madison Avenue, Floor 23
New York, NY 10065
We are in receipt of your letter of today. We believe the Board has at all times acted in a manner that adheres to the highest fiduciary standards. In that vein, the Board is and always has been open to any avenue that enhances shareholder value. Accordingly, we request that you immediately convey to us any third-party inquiries concerning the company that your letter contends you have received including all relevant information such as date, names of all persons involved, all detail of the discussion, all detail of your response, etc. We are disappointed that you have not done so to date and that we first had to learn of such potential outreach from a Bloomberg article that you timed to your filing.
Your letter also states you have a concern that the Board may not be aware of certain actions by management. Rest assured that in all respects there is no daylight between the Board and management with regard to material happenings at the company.
The Board is available at any time you would like to have a direct discussion.
The Board of Directors of Sculptor Capital Management, Inc.
Andrew J. Levander, Dechert LLP
Kenneth E. Young, Dechert LLP
Michael Carlinsky, Quinn Emanuel Urquhart & Sullivan, LLP
Jonathan Pickhardt, Quinn Emanuel Urquhart & Sullivan, LLP