Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

 

[•], 2023

Dear Stockholder:

On behalf of the Board of Directors of Sculptor Capital Management, Inc. (the “Company”), we are pleased to invite you to attend a special meeting of stockholders (the “Special Meeting”) of the Company. This Special Meeting will be held virtually on [•], 2023 at [•] A.M. (Eastern time), at www.virtualshareholdermeeting.com/SCU2023SM. The Notice of the Special Meeting of stockholders and Proxy Statement that follow describe the business to be conducted at the Special Meeting.

The Company, Sculptor Capital LP, a Delaware limited partnership and subsidiary of the Company (“Capital LP”), Sculptor Capital Advisors LP, a Delaware limited partnership and subsidiary of the Company (“Advisors LP”), Sculptor Capital Advisors II LP, a Delaware limited partnership and subsidiary of the Company (“Advisors II LP”, together with Capital LP and Advisors LP, the “Operating Partnerships” and each an “Operating Partnership”), Rithm Capital Corp., a Delaware corporation (“Parent”), Calder Sub, Inc., a Delaware corporation and subsidiary of Parent (“Merger Sub Inc.”), Calder Sub I, LP, a Delaware limited partnership and subsidiary of Parent (“Merger Sub I”), Calder Sub II, LP, a Delaware limited partnership and subsidiary of Parent (“Merger Sub II”), and Calder Sub III, LP, a Delaware limited partnership and subsidiary of Parent (“Merger Sub III”), have entered into an Agreement and Plan of Merger, dated as of July 23, 2023 (as it may be amended from time to time, the “Merger Agreement”), providing for (i) the merger (the “Public Merger”) of Merger Sub Inc. with and into the Company, with the Company surviving such merger as the surviving corporation, (ii) the merger (the “LP Merger I”) of Merger Sub I with and into Capital LP, with Capital LP surviving such merger as the surviving partnership, (iii) the merger (the “LP Merger II”) of Merger Sub II with and into Advisors LP, with Advisors LP surviving such merger as the surviving partnership and (iv) the merger (the “LP Merger III”, and together with the Public Merger, LP Merger I and LP Merger II, the “Mergers”) of Merger Sub III with and into Advisors II LP, with Advisors II LP surviving such merger as the surviving partnership.

If the Mergers are completed, subject to the terms and conditions of the Merger Agreement, you will be entitled to receive $11.15 in cash (the “Public Merger Consideration”), without interest, less any applicable withholding taxes, for each share of the Company’s Class A Common Stock that you hold immediately prior to the effective time of the Public Merger, representing a premium of approximately 18% over the closing price of the Company’s Class A Common Stock on July 21, 2023 (the last trading day before the date that the Merger Agreement was signed) and a premium of approximately 31% over the unaffected closing price of the Company’s Class A Common Stock on November 17, 2022 (the day prior to the Company’s announcement of the formation of a special committee of independent directors of the Board of Directors). If the Mergers are completed, the aggregate consideration payable to holders of Class A Common Stock (including vested performance awards and vested RSU awards relating to Class A Common Stock, as described in the attached Proxy Statement) will be approximately $291.3 million. Additionally, if the Mergers are completed, each share of Class B Common Stock of the Company will be cancelled and retired, for no consideration. However, holders of such shares will receive consideration in cash (or, if elected and subject to certain conditions set forth in rollover arrangements contemplated under the Merger Agreement, equity interests in certain subsidiary partnerships of Parent) in respect of each corresponding partnership unit as described in the attached Proxy Statement, for

aggregate consideration payable to holders of such partnership units (inclusive of the aggregate value of the rollover equity interests, if any) of $167,367,690, which equates to approximately $6.90 for each LP Class A Unit and LP Class A-1 Unit and $0 for each LP Class E Unit, LP Class P Unit and LP Class P-4 Unit.

At the Special Meeting, you will be asked:

In order to complete the Transactions, the holders of shares of the Company’s Class A Common Stock and Class B Common Stock are required to approve the Merger Proposal. Specifically, approval of the Merger Proposal requires the affirmative vote of (i) holders representing a majority of the aggregate voting power of the shares of Class A Common Stock and Class B Common Stock (voting together as a single class) outstanding and entitled to vote on the proposal (the “Company Stockholder Approval”) and (ii) holders representing a majority of the aggregate voting power of the shares of Class A Common Stock outstanding and entitled to vote on the proposal, excluding shares held by (x) Company stockholders that hold Class A common units or Class A-1 common units of the Operating Partnerships and their respective affiliates and (y) all executive managing directors employed by the Company or its subsidiaries as of the date of the Merger Agreement or the date of the Special Meeting (the “Company Non-Unitholder Stockholder Approval”). Approval of each of the Non-Binding Compensation Proposal and the Adjournment Proposal requires that holders of a majority of votes cast (with the shares of Class A Common Stock and Class B Common Stock voting together as a single class) at the Special Meeting vote FOR each proposal. Because the Company Stockholder Approval and the Company Non-Unitholder Stockholder Approval in respect of the Merger Proposal are each based on the voting power of the applicable shares outstanding, abstentions and failures to vote will have the same effect as voting AGAINST the approval of the Merger Proposal.

Your vote is very important. Whether or not you plan to attend the Special Meeting virtually, to ensure your representation at the Special Meeting, we urge you to vote via the Internet at www.proxyvote.com or by telephone at 1-800-690-6903 by following the instructions on the physical proxy card you received in the mail and that are also provided on that website; or by signing, voting and returning the enclosed proxy card by mail in the prepaid reply envelope. All stockholders are cordially invited to attend the Special Meeting. If you attend the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have voted via the Internet or by telephone, and your electronic vote at the Special Meeting will revoke any proxy or vote that you have previously submitted.

If you are a beneficial owner of shares of Company Common Stock held in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided to you by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the Merger Proposal, without instructions.

After careful consideration of, and based upon, the unanimous recommendation of the Special Committee, the Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions, on the terms and subject to the conditions set forth therein, are fair to, advisable and in the best interests of the Company and its stockholders; (ii) authorized and approved the Merger Agreement and the Company’s and each Operating Partnerships’ execution, delivery and performance thereof; (iii) instructed Sculptor Capital Holding Corporation, in its capacity as general partner of the Operating Partnerships, to approve the Merger Agreement and the Transactions; (iv) directed that the Merger Agreement be submitted to the Company stockholders for their consideration and adoption at a meeting of the Company stockholders; and (v) recommended that the Company stockholders vote in favor of the adoption of the Merger Agreement. The Board of Directors unanimously recommends that you vote:

We encourage you to read the enclosed proxy statement and its appendices, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about the Company from documents we file with the Securities and Exchange Commission from time to time.

If you have any questions about the Mergers or how to submit your proxy or need assistance voting your shares of Class A Common Stock or Class B Common Stock, please contact Innisfree M&A Incorporated, which is assisting the Company with the solicitation of proxies, at (877) 456-3513 (toll-free). Banks and brokers may call (212) 750-5833.

On behalf of your Board of Directors, we thank you for your support and appreciate your consideration of this matter.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Mergers, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The Proxy Statement (together with the form of proxy) is dated [•], 2023 and is first being mailed to stockholders of the Company on or about [•], 2023.

 

card by mail in the prepaid reply envelope. If you attend the Special Meeting, you may vote electronically at the meeting even if you have previously returned your proxy card or have voted via the Internet or by telephone, and your electronic vote at the Special Meeting will revoke any proxy or vote that you have previously submitted.

A quorum of stockholders is necessary to hold the Special Meeting. For purposes of the Special Meeting, to establish a quorum and transact business, holders of a majority of the Company’s shares of Class A Common Stock, including restricted Class A shares, and shares of Class B Common Stock, issued and outstanding as of the Record Date and entitled to vote at the Special Meeting, must be present, either in person or by proxy, at the Special Meeting. In accordance with our bylaws, the Special Meeting may be adjourned from time to time by the chairperson of the meeting to another place or time, without regard to the presence of a quorum or whether Company Stockholders have approved the Adjournment Proposal. Our bylaws also provide that the Special Meeting may be postponed by resolution of the Board of Directors upon notice given prior to the scheduled date of the Special Meeting.

Each holder of shares of Class A Common Stock, including restricted Class A shares, or shares of Class B Common Stock is entitled to one vote per share. Stockholders may vote FOR or AGAINST, or they may ABSTAIN from voting on the Merger Proposal. Approval of the Merger Proposal requires the affirmative vote of (i) holders representing a majority of the aggregate voting power of the shares of Class A Common Stock and Class B Common Stock (voting together as a single class) outstanding and entitled to vote on the proposal (the “Company Stockholder Approval”) and (ii) holders representing a majority of the aggregate voting power of the shares of Class A Common Stock outstanding and entitled to vote on the proposal, excluding shares held by (x) Company stockholders that hold Class A common units or Class A-1 common units of the Operating Partnerships and their respective affiliates and (y) all executive managing directors employed by the Company or its subsidiaries as of the date of the Merger Agreement or the date of the Special Meeting (the “Company Non-Unitholder Stockholder Approval”). Approval of each of the Non-Binding Compensation Proposal and the Adjournment Proposal requires that holders of a majority of votes cast (with the shares of Class A Common Stock and Class B Common Stock voting together as a single class) at the Special Meeting vote FOR each proposal. Because the Company Stockholder Approval and the Company Non-Unitholder Stockholder Approval in respect of the Merger Proposal are each based on the voting power of the applicable shares outstanding, abstentions and failures to vote will have the same effect as voting AGAINST the approval of the Merger Proposal.

For the Non-Binding Compensation Proposal and the Adjournment Proposal, holders of the shares of Class A Common Stock and shares of Class B Common Stock (collectively, the “Company Common Stock”) will vote together as a single class. Stockholders may vote FOR or AGAINST, or they may ABSTAIN from voting on, each of the Non-Binding Compensation Proposal and the Adjournment Proposal. Holders of a majority of votes cast (with the shares of Class A Common Stock and shares of Class B Common Stock voting together as a single class) at the Special Meeting must vote FOR each of the Non-Binding Compensation Proposal and the Adjournment Proposal, in order for such proposal to be approved. Abstentions and failures to vote will have no effect on the outcome of either proposal.

Under Delaware law, stockholders who do not vote in favor of the adoption of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of Class A Common Stock as determined by the Delaware Court of Chancery if the Public Merger is completed, but only if such Company Stockholder submits a written demand for appraisal prior to the vote on the Merger Proposal and complies with the other Delaware law procedures for exercising statutory appraisal rights, which are summarized in the section titled “Dissenters Rights” in the accompanying Proxy Statement.

After careful consideration of, and based upon, the unanimous recommendation of the Special Committee, the Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions, on the terms and subject to the conditions set forth therein, are fair to, advisable and in the best interests of the Company and its stockholders; (ii) authorized and approved the Merger Agreement and the Company’s and each Operating Partnerships’ execution, delivery and performance thereof; (iii) instructed Sculptor Capital Holding Corporation, in its capacity as general partner of the Operating Partnerships, to approve the Merger Agreement and the Transactions; (iv) directed that the Merger Agreement be

submitted to the Company stockholders for their consideration and adoption at a meeting of the Company stockholders; and (v) recommended that the Company stockholders vote in favor of the adoption of the Merger Agreement. The Board of Directors unanimously recommends that you vote:

A number of terms frequently used in this Proxy Statement are set forth below and have the following meanings:

The Board of Directors is soliciting proxies to be voted at the Special Meeting. The following questions and answers are intended to address briefly some commonly asked questions regarding the Mergers, the Merger Agreement, the other agreements described herein and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Company Stockholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this Proxy Statement, the appendices to this Proxy Statement and the documents incorporated by reference or referred to in this Proxy Statement, which you should read carefully and in their entirety.

Pursuant to a February 7, 2019 governance agreement between the Company, Daniel S. Och (in his capacity as an individual, and in his capacity as the sole member of the Class B Shareholders Committee (as such term is defined in the Class B Shareholders Agreement)) and certain of the Company’s subsidiaries, 436,810 shares of Class B Common Stock that relate to the LP Class A-1 Units, which represent less than 1% of the total aggregate voting power of the Company’s outstanding voting stock, will be voted pro rata in accordance with the vote of the shares of Class A Common Stock.

In addition, in connection with the execution of the Merger Agreement, on July 23, 2023, Parent entered into Voting Agreements with each of the Specified Stockholders, pursuant to which, among other things, each Specified Stockholder agreed to vote all shares of Company Common Stock held by such Specified Stockholder in favor of the Merger Proposal at the Special Meeting. As of the Record Date, the Specified Stockholders collectively controlled approximately [•]% of the total voting power of the Company’s outstanding voting stock. The vote of the Specified Stockholders will not be counted towards satisfaction of the Company Non-Unitholder Stockholder Approval. For more information, see “Voting Agreements” beginning on page 143.

Our shares of Class B Common Stock are held by our Partnership Unitholders. They have no economic rights (and therefore no rights to any dividends or distributions we may pay) in the Company and are not publicly traded, but rather entitle the holders to one vote per share together with holders of shares of Class A Common Stock. The shares of Class B Common Stock are intended solely to provide our Partnership Unitholders with voting interests in the Company commensurate with their economic interests in the Operating Partnerships. For purposes of the Special Meeting, as described above, the vote of holders of Class B Common Stock will not be counted towards the satisfaction of the Company Non-Unitholder Stockholder Approval in respect of the Merger Proposal, which requires the vote of only Non-Unitholder Stockholders.

Instructions on how to attend and participate in the Special Meeting via the webcast are available at www.virtualshareholdermeeting.com/SCU2023SM.

You should ensure that you have a strong Internet connection and allow plenty of time to log in and ensure that you can hear streaming audio. You may begin to log in to the virtual-only meeting platform 15 minutes prior to the start of the Special Meeting. We will offer live technical support for all Company Stockholders attending the meeting. Technical support phone numbers will be available on the virtual-only meeting platform.

Company Restricted Stock Awards) will be cancelled and automatically converted into the right to receive an amount in cash equal to $11.15 (the “Public Merger Consideration”), without interest, less any applicable withholding taxes. The aggregate consideration payable to holders of shares of Class A Common Stock (including any Vested Company Stock Award) in the Public Merger will be approximately $291.3 million. Thereafter, each certificate or book-entry formerly representing any of the shares of Class A Common Stock will represent only the right to receive the Public Merger Consideration, without interest, less any applicable withholding taxes. If the Mergers are completed, each share of Class B Common Stock will be cancelled and retired, for no consideration. However, holders of such shares of Class B Common Stock will receive consideration in cash (or, if the Rollover Condition is satisfied or waived and such holder is a Rollover Holder who has elected to participate in the Rollover, equity interests of the HoldCos pursuant to the Rollover) in respect of corresponding Partnership Units as described in “The Merger Agreement – Merger Consideration; Treatment of Company Common Stock and Company Warrants; Treatment of Partnership Units; Treatment of Company Stock Awards” beginning on page 122, for aggregate consideration payable to such Partnership Unitholders (inclusive of the Contributed Value) of $167,367,690, which equates to approximately $6.90 for each LP Class A Unit and LP Class A-1 Unit and $0 for each LP Class E Unit, LP Class P Unit and LP Class P-4 Unit.

If the Public Merger is completed, each Company Warrant issued and outstanding immediately prior to the Effective Time will survive the Public Merger and remain outstanding but will, upon any subsequent exercise of such Company Warrant, be entitled to receive only the Warrant Consideration for each share of Company Common Stock for which such Company Warrant was exercisable immediately prior to the Closing. Alternatively, in accordance with the terms of the Company Warrants, the holder of any Company Warrant may notify the Surviving Corporation before the 30th day after the Closing Date that such holder is exercising the holder’s right to cause the Company to purchase such Company Warrant from such holder for the Black-Scholes Value (as defined in the applicable Company Warrant) of the remaining unexercised portion of such Company Warrant in accordance with its terms. The Company Warrants are exercisable for 4,338,015 shares of Class A Common Stock at an exercise price of $7.95 per share. Assuming no dividends are paid on the shares of Class A Common Stock prior the Closing Date (which the Company is not permitted to do without Parent’s consent, as described in this Proxy Statement), this exercise price will not change. The estimated Black-Scholes Value is approximately $34 million.

If the LP Mergers are completed, each LP Class A Unit, LP Class A-1 Unit, LP Class E Unit, LP Class P Unit and LP Class P-4 Unit issued and outstanding immediately prior to the LP Mergers Effective Time that is vested at the LP Mergers Effective Time or that vests as a result of the consummation of the Transactions, in each case, in accordance with the limited partnership agreements of the Operating Partnerships and any applicable award agreement (other than the Cancelled Units, any Unvested Partnership Unit and any Rollover Interests) will be cancelled and converted automatically into the right to receive an amount in cash equal to its applicable LP Merger Consideration, without interest, less any applicable withholding taxes. Thereafter, each certificate or book-entry formerly representing any of the Partnership Units receiving LP Merger Consideration will represent only the right to receive the LP Merger Consideration, without interest, less any applicable withholding taxes, which equates to approximately $6.90 for each LP Class A Unit and LP Class A-1 Unit and $0 for each LP Class E Unit, LP Class P Unit and LP Class P-4 Unit.

If the LP Mergers are completed, each of the (i) Unvested Partnership Units, (ii) LP Profit Sharing Interests and (iii) LP Class C Units will be cancelled and retired for no consideration. Following the LP Mergers, all LP Class B Units issued and outstanding immediately prior to the LP Mergers Effective Time will continue to remain outstanding as LP Class B Units of the applicable Surviving Partnership and the holder of such LP Class B Units that is the general partner of the Operating Partnerships immediately prior to the LP Mergers Effective Time will continue as the general partner of the Surviving Partnerships.

For a discussion of the factors that the Board considered in determining to recommend the proposals, please see “The Mergers — Purpose and Reasons of the Company for the Mergers; Recommendation of the Board of Directors and the Special Committee; Fairness of the Mergers” beginning on page 79.

In addition, under specified circumstances, the Company may be required to pay Parent a termination fee or reimburse up to a specified amount of Parent’s expenses upon the termination of the Merger Agreement, as described under “The Merger Agreement — Termination Fees” beginning on page 141.

Because the foregoing votes on the Merger Proposal are based on the voting power of the applicable shares outstanding, abstentions and failures to submit a proxy or provide your bank, brokerage firm or other nominee with instructions, as applicable, will have the same effect as voting AGAINST the approval of the proposal. The Merger Proposal cannot be voted upon by your brokers, banks or other nominee if you do not instruct your brokers, banks or other nominee as to how to vote on such proposal. See “The Special Meeting—Quorum and Votes Needed” beginning on page 31.

As of the Record Date, there were [•] shares of Class A Common Stock, including restricted Class A shares, and [•] shares of Class B Common Stock outstanding. Each holder of shares of Class A Common Stock, including restricted Class A shares, and shares of Class B Common Stock is entitled to one vote per share, and the shares of Class A Common Stock and shares of Class B Common Stock will vote together as a single class for purposes of each matter to be voted upon at the Special Meeting, except the Company Non-Unitholder Stockholder Approval in respect of the Merger Proposal, which requires the vote of only Non-Unitholder Stockholders.

Pursuant to a February 7, 2019 governance agreement between the Company, Daniel S. Och (in his capacity as an individual, and in his capacity as the sole member of the Class B Shareholders Committee (as such term is defined in the Class B Shareholders Agreement)) and certain of the Company’s subsidiaries, 436,810 shares of Class B Common Stock that relate to the LP Class A-1 Units, which represent less than 1% of the total aggregate voting power of the Company’s outstanding voting stock, will be voted pro rata in accordance with the vote of the shares of Class A Common Stock.

In addition, in connection with the execution of the Merger Agreement, on July 23, 2023, Parent entered into Voting Agreements with each of the Specified Stockholders, pursuant to which, among other things, each Specified Stockholder agreed to vote all shares of Company Common Stock held by such Specified Stockholder in favor of the Merger Proposal at the Special Meeting. As of the Record Date, the Specified Stockholders collectively controlled approximately [•]% of the total voting power of the Company’s outstanding voting stock. The vote of the Specified Stockholders will not be counted towards satisfaction of the Company Non-Unitholder Stockholder Approval. For more information, see “Voting Agreements” beginning on page 143.

The proposal to approve the Adjournment Proposal requires that holders of a majority of votes cast (with the holders of shares of Class A Common Stock and shares of Class B Common Stock voting together as a single class) at the Special Meeting must vote FOR the proposal in order for it to be approved.

Abstentions and the failures to submit a proxy or provide your bank, brokerage firm or other nominee with instructions, as applicable, will have no effect on the outcome (assuming a quorum is present) of the Non-Binding Compensation Proposal and of the Adjournment Proposal.

Neither proposal can be voted upon by your brokers, banks or other nominee if you do not instruct your brokers, banks or other nominee as to how to vote on the proposal. See “The Special Meeting—Quorum and Votes Needed” beginning on page 31.

the Mergers. The vote with respect to the compensation that will or may become payable by the Company to its named executive officers in connection with the Mergers is an advisory vote and will not be binding on the Company or Parent. If the Mergers are completed, the compensation that will or may become payable by the Company to its named executive officers in connection with the Mergers may be paid to the Company’s named executive officers even if Company Stockholders fail to approve the payment of that compensation.

If your shares of Company Common Stock are held through a broker, bank or other nominee, you are considered the “beneficial owner” of the shares held in “street name.” In that case, this Proxy Statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the Company Stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting virtually. However, because you are not the Company Stockholder of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.

Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares by proxy. If you are a record holder or if you obtain a valid proxy to vote shares which you beneficially own, you may still vote your shares at the Special Meeting if you deliver to our Corporate Secretary a written revocation of any proxy you previously submitted.

If you have any questions concerning the Merger Agreement, the Mergers or the other Transactions, the Special Meeting or this Proxy Statement, would like additional copies of the this Proxy Statement, or need help submitting a proxy to have your shares of Company Common Stock voted, please contact Innisfree M&A Incorporated, which is assisting the Company with the solicitation of proxies, at (877) 456-3513 (toll-free). Banks and brokers may call (212) 750-5833.

Any proxy not properly revoked will be voted as previously specified by the Company Stockholder. Mere attendance at the Special Meeting will not cause your previously granted proxy to be revoked.

If you have instructed a bank, broker or other nominee to vote your shares of Company Common Stock, you must follow the instructions received from your bank, broker or other nominee to change your vote.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Company Common Stock should be voted on a matter, the shares represented by your properly signed proxy will be voted FOR the Merger Proposal, thereby voting to approve the Transactions (including the Mergers), FOR the Non-Binding Compensation Proposal and FOR the Adjournment Proposal.

Each Converted RSU Award will be subject to substantially the same terms and conditions as applied to the corresponding unvested Company RSU Award immediately prior to the Effective Time and will be paid (without interest and subject to applicable withholdings) promptly upon vesting.

Common Stock in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a Company Stockholder of record and your shares of Company Common Stock are registered in more than one name, you will receive more than one proxy card. Please complete, date, sign and return (or vote via the Internet or telephone with respect to) each proxy card and voting instruction card that you receive.

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, New York 10022

 

Company Stockholders may call toll free: (877) 456-3513

Banks and brokers may call collect: (212) 750-5833

Certain statements in this Proxy Statement, and the documents to which we refer you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are generally identified by the use of words such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “would,” “seek,” “approximately,” “predict,” “intend,” “plan,” “estimate,” “anticipate,” “opportunity,” “pipeline,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve” or the negative version of those words or other comparable words. Forward-looking statements are not historical facts, but instead represent only the Company’s beliefs as of the date of this Proxy Statement regarding future events, many of which, by their nature, are inherently uncertain and outside of the Company’s control.

Numerous factors could cause actual events to differ from these forward-looking statements, and any such differences could cause our actual results to differ materially from the results expressed or implied by these forward- looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described or incorporated by reference in this Proxy Statement, and the following factors:

Consequently, all of the forward-looking statements we make in this Proxy Statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (a) the information contained under this heading and (b) the information contained under the headings “Forward-Looking Statements” and “Risk Factors” and information in our consolidated financial statements and notes thereto included in our most recent filings on Forms 10-K and 10-Q (see “Additional Information” beginning on page 152). No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

Except as required by applicable law, we undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. Our Company Stockholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

The Special Meeting will be held virtually on [•], 2023, at [•] A.M. (Eastern time). At the Special Meeting, Company Stockholders will be asked to, among other things, vote for the Merger Proposal. Stockholders will be able to attend the Special Meeting by visiting www.virtualshareholdermeeting.com/SCU2023SM, where you, or your proxy, will be able to vote electronically and examine the list of stockholders entitled to vote at the Special Meeting. To attend the Special Meeting, you will need your 16-digit control number as provided in your proxy materials. The Company is conducting the Special Meeting solely online via the Internet through a live webcast and online stockholder tools, and you will not be able to attend physically in person. For purposes of attendance at the Special Meeting, all references in this Proxy Statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

The Notice of the Special Meeting, Proxy Statement, form of proxy and voting instructions are first being mailed on or about [•], 2023.

The matters to be considered and voted upon at the Special Meeting, which are described in detail in the accompanying materials, are:

After careful consideration of, and based upon, the unanimous recommendation of the Special Committee, the Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions, on the terms and subject to the conditions set forth therein, are fair to, advisable and in the best interests of the Company and its stockholders; (ii) authorized and approved the Merger Agreement and the Company’s and each Operating Partnerships’ execution, delivery and performance thereof; (iii) instructed Holding Corp, in its capacity as general partner of the Operating Partnerships, to approve the Merger Agreement and the Transactions; (iv) directed that the Merger Agreement be submitted to the Company Stockholders for their consideration and adoption at the Special Meeting; and (iv) recommended that the Company Stockholders vote in favor of the adoption of the Merger Agreement. The Board of Directors unanimously recommends that you vote:

Our Board has fixed the close of business on [•], 2023 as the Record Date for determination of the Company Stockholders entitled to notice and to vote at the Special Meeting. Only Company Stockholders of record as of the close of business on the Record Date are entitled to vote at the Special Meeting.

Holders of Class A Common Stock and Class B Common Stock, as recorded in the Company’s share register at the close of business on the Record Date, may vote at the Special Meeting. As of the Record Date, there were [•] shares of Class A Common Stock, including restricted Class A shares, and [•] shares of Class B Common Stock outstanding. Each holder of shares of Class A Common Stock, including restricted Class A shares, and shares of Class B Common Stock is entitled to one vote per share, and the shares of Class A Common Stock and shares of Class B Common Stock will vote together as a single class for purposes of each matter to be voted upon at the Special Meeting, except the Company Non-Unitholder Stockholder Approval in respect of the Merger Proposal, which requires the vote of only Non-Unitholder Stockholders.

Pursuant to a February 7, 2019 governance agreement between the Company, Daniel S. Och (in his capacity as an individual, and in his capacity as the sole member of the Class B Shareholders Committee (as such term is defined in the Class B Shareholders Agreement)) and certain of the Company’s subsidiaries, 436,810 shares of Class B Common Stock that relate to the LP Class A-1 Units, which represent less than 1% of the total aggregate voting power of the Company’s outstanding voting stock, will be voted pro rata in accordance with the vote of the shares of Class A Common Stock.

In addition, in connection with the execution of the Merger Agreement, on July 23, 2023, Parent entered into Voting Agreements with the Specified Stockholders, pursuant to which, among other things, each Specified Stockholder agreed to vote all shares of Company Common Stock held by such Specified Stockholder in favor of the Merger Proposal at the Special Meeting. As of the Record Date, the Specified Stockholders collectively controlled approximately [•]% of the total voting power of the Company’s outstanding voting stock. The vote of the Specified Stockholders will not be counted towards satisfaction of the Company Non-Unitholder Stockholder Approval. For more information, see “Summary — Voting Agreements” beginning on page 15 and “Voting Agreements” beginning on page 143.

A quorum of Company Stockholders is necessary to hold the Special Meeting. For the purposes of the Special Meeting, to establish a quorum and transact business, holders of a majority of the shares of Class A Common Stock, including restricted Class A shares, and shares of Class B Common Stock, voting together as a single class, issued and outstanding as of the Record Date and entitled to vote at such meeting, must be present, either in person or by proxy, at the Special Meeting.

Company Stockholders may vote FOR or AGAINST, or they may ABSTAIN from voting on, any of the proposals presented at the Special Meeting. Votes cast FOR or AGAINST any of the proposals will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum and will be counted in the number of votes cast on the matter. Votes cast as ABSTAIN on any of the proposals will be treated as shares that are present and entitled to vote for the purposes of determining the presence of a quorum.

In accordance with our bylaws, the Special Meeting may be adjourned from time to time by the chairperson of the meeting to another place or time, without regard to the presence of a quorum or whether Company Stockholders have approved the Adjournment Proposal. Our bylaws also provide that the Special Meeting may be postponed by resolution of the Board of Directors upon notice given prior to the scheduled date of the Special Meeting.

Company Stockholders may vote FOR or AGAINST, or they may ABSTAIN from voting on, the Merger Proposal.

Approval of the Merger Proposal requires the affirmative vote of holders representing a majority of the aggregate voting power of each of (i) the shares of the Class A Common Stock and Class B Common Stock outstanding and entitled to vote on the proposal, voting together as a single class, and (ii) the shares of Class A Common Stock owned by the Non-Unitholder Stockholders outstanding and entitled to vote on the proposal. Because the foregoing votes on the Merger Proposal are based on the voting power of the applicable shares outstanding, abstentions and failures to vote will have the same effect as voting AGAINST the approval of such proposal.

Company Stockholders may vote FOR or AGAINST, or they may ABSTAIN from voting on, each of the Non-Binding Compensation Proposal and the Adjournment Proposal. Holders of a majority of votes cast (with the shares of Class A Common Stock and shares of Class B Common Stock voting together as a single class) at the Special Meeting must vote FOR each of the Non-Binding Compensation Proposal and the Adjournment Proposal, in order for each such proposal to be approved. Abstentions and failures to vote will have no effect on the outcome of either proposal.

A “broker non-vote” with respect to Company Common Stock occurs when (i) shares of Company Common Stock held by a broker or other nominee are represented, in person or by proxy, at a meeting of Company Stockholders, (ii) the bank, broker or other nominee has not received voting instructions from the beneficial

owner on a particular proposal and (iii) the bank, broker or other nominee does not have the discretion to direct the voting of the shares of Company Common Stock on a particular proposal but has discretionary voting power on other proposals. A bank, broker, trust or other nominee may exercise discretion in voting on “discretionary” or routine matters under the rules of the NYSE but may not exercise discretion, and therefore will not vote, on non-routine matters if instructions are not given. None of the proposals to be presented to the Company Stockholders at the Special Meeting are considered to be “discretionary” or routine proposals. As a result, there will not be any “broker non-votes” at the Special Meeting.

Accordingly, if you hold your shares of Company Common Stock through a bank, broker, trust or other nominee, such bank, broker, trust or other nominee will not be able to vote your shares, and your shares will not be counted in determining the presence of a quorum, unless you have properly instructed your bank, broker, trust or other nominee on how to vote. Because the votes required on the Merger Proposal are based on the voting power of applicable shares outstanding, the failure to provide your bank, broker, trust or other nominee with voting instructions will have the same effect as a vote AGAINST the Merger Proposal. Because the approval of the Non-Binding Compensation Proposal and the Adjournment Proposal are based on votes cast at the Special Meeting, and because your bank, broker, trust or other nominee does not have discretionary authority to vote on either proposal, the failure to provide your bank, broker, trust or other nominee with voting instructions on the Non-Binding Compensation Proposal and the Adjournment Proposal will have no effect on approval of those proposals, assuming a quorum is present.

You may vote by any one of the following means:

Even if you plan to attend the Special Meeting, you are strongly encouraged to vote your shares by proxy. If you are a record holder or if you obtain a valid proxy to vote shares which you beneficially own, you may still vote your shares at the Special Meeting if you deliver to our Corporate Secretary a written revocation of any proxy you previously submitted.

If you have any questions concerning the Merger Agreement, the Mergers or the other Transactions, the Special Meeting or this Proxy Statement, would like additional copies of this Proxy Statement, or need help submitting a proxy to have your shares of Company Common Stock voted, please contact Innisfree M&A Incorporated, which is assisting the Company with the solicitation of proxies, at (877) 456-3513 (toll-free). Banks and brokers may call (212) 750-5833.

If you properly sign and return your proxy card but do not indicate voting instructions with respect to any proposal, the shares represented by the proxy will be voted FOR each of the following proposals:

Any Company Stockholder returning a proxy may revoke it at any time before the proxy is exercised by (i) returning a later-dated signed proxy card to us, prior to the Special Meeting, at Sculptor Capital Management, Inc., 9 West 57th Street, New York, New York 10019, Attention: Corporate Secretary; (ii) delivering a later-dated written notice of revocation to us, prior to the Special Meeting, at Sculptor Capital Management, Inc., 9 West 57th Street, New York, New York 10019, Attention: Corporate Secretary; (iii) submitting a later-dated proxy by telephone or Internet (only your last telephone or Internet proxy will be counted) prior to the Special Meeting; or (iv) attending the Special Meeting virtually and properly voting via webcast. Any proxy not properly revoked will be voted as previously specified by the Company Stockholder. Mere attendance at the Special Meeting will not cause your previously granted proxy to be revoked.

If you want to revoke your proxy by sending a new proxy card or an instrument revoking the proxy to the Company, you should ensure that you send your new proxy card or instrument revoking the proxy in sufficient time for it to be received by the Company prior to the Special Meeting. If you are a beneficial owner of shares of Company Common Stock held in “street name,” you must contact your bank, broker or other nominee to change your vote or obtain a “legal proxy” to vote your shares electronically at the Special Meeting.

Any adjournment, postponement or other delay of the Special Meeting, including for the purpose of soliciting additional proxies, will allow Company Stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned, postponed or delayed.

This Proxy Statement is sent on behalf of, and the proxies are being solicited by, the Board of Directors. We have retained Innisfree M&A Incorporated, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $50,000, plus a success fee of $50,000, and will reimburse Innisfree for certain expenses. We have also agreed to indemnify Innisfree M&A Incorporated against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions). In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by mail, telephone, telecopy, e-mail and personal interviews. We will request brokers, banks, custodians and other fiduciaries to forward proxy soliciting materials to the beneficial owners of our shares of Class A Common Stock and shares of Class B Common Stock that such custodians hold of record. We will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of the proxy materials.

Broadridge Financial Solutions, Inc., our independent tabulating agent, will count the votes and act as the inspector of elections. We will publish the voting results in a Current Report on Form 8-K, which will be filed with the SEC within four business days of the Special Meeting.

We keep all proxies, ballots and voting tabulations confidential as a matter of practice. We permit only our inspector of elections, Broadridge Financial Solutions, Inc., to examine these documents.

If you have questions about the Mergers or how to submit your proxy, or if you need additional copies of this Proxy Statement or the enclosed proxy card or voting instructions, please contact Innisfree M&A Incorporated which is assisting the Company with the solicitation of proxies, at (877) 456-3513 (toll-free). Banks and brokers may call (212) 750-5833.

This discussion of the Mergers is qualified in its entirety by reference to the Merger Agreement, which is attached to this Proxy Statement as Annex A and incorporated into this Proxy Statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Mergers.

9 West 57th Street

New York, New York 10019

(212) 798-6100

The Company, a Delaware corporation, together with its subsidiaries, is a leading institutional alternative asset manager, with approximately $34.0 billion in assets under management as of August 1, 2023 and a global presence with offices in New York, London, Hong Kong, and Shanghai.

The Company’s approach to asset management is based on the same fundamental elements that the Company has employed since it was founded in 1994. The Company’s investment model benefits from full collaboration among its tenured investment team. Bringing to bear all of their resources, technology and market perspectives the Company ensures maximum intellectual honesty while generating unique investment ideas, creative structures and underwriting for the fullest range of scenarios.

As of July 31, 2023, the Company’s worldwide headcount was 318, including 30 active executive managing directors and 47 managing directors, consisting of 99 investment professionals, 194 global infrastructure professionals and 25 client partner group professionals.

For more information about the Company, please visit our website at www.sculptor.com. The website address is provided as an inactive textual reference only. The information contained on the website is not incorporated into, and does not form a part of, this Proxy Statement or any other report or document on file with or furnished to the SEC. See also “Additional Information” beginning on page 152.

The Company’s shares of Class A Common Stock are listed and are traded on the NYSE under the symbol “SCU.”

9 West 57th Street

New York, New York 10019

(212) 798-6100

The Company conducts its business through the Operating Partnerships. Historically, the Company has used more than one Operating Partnership to segregate its operations for business, financial, tax and other reasons. The Operating Partnerships currently consist of Capital LP, Advisors LP and Advisors II LP, and each of their consolidated subsidiaries. The Company holds its interests in the Operating Partnerships indirectly through Holding Corp, its wholly owned subsidiary. Holding Corp is the sole general partner of each of the Operating Partnerships and, therefore, generally controls the business and affairs of such entities, subject to the organizational documents of the Operating Partnerships. Holding Corp holds a general partnership interest and LP Class B Units in each of the Operating Partnerships. Holding Corp owns 100% of the LP Class B Units.

799 Broadway

New York, New York 10003

(212) 850-7770

Parent, a Delaware corporation, is an asset manager focused on the real estate and financial services industries. Parent’s investments in operating entities include leading origination and servicing platforms held through its wholly owned subsidiaries, Newrez LLC, Caliber Home Loans Inc., and Genesis Capital LLC, as well as investments in affiliated businesses that provide residential and commercial real estate related services. Parent seeks to provide attractive risk-adjusted returns across interest rate environments. Parent is organized and conducts its operations to qualify as a real estate investment trust (REIT) for federal income tax purposes and is headquartered in New York City.

799 Broadway

New York, New York 10003

(212) 850-7770

Merger Sub Inc. is a Delaware corporation that was formed on June 9, 2023 for the sole purpose of entering into the Merger Agreement and completing the Transactions. Merger Sub Inc. is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon completion of the Public Merger, Merger Sub Inc. will cease to exist and the Company will continue as the Surviving Corporation.

Merger Sub I is a Delaware limited partnership that was formed on June 9, 2023 for the sole purpose of entering into the Merger Agreement and completing the Transactions. Merger Sub I is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon completion of the LP Mergers, Merger Sub I will cease to exist and Capital LP will continue as a Surviving Partnership and a subsidiary of Parent and the Company.

Merger Sub II is a Delaware limited partnership that was formed on June 9, 2023 for the sole purpose of entering into the Merger Agreement and completing the Transactions. Merger Sub II is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon completion of the LP Mergers, Merger Sub II will cease to exist and Advisors LP will continue as a Surviving Partnership and a subsidiary of Parent and the Company.

Merger Sub III is a Delaware limited partnership that was formed on June 9, 2023 for the sole purpose of entering into the Merger Agreement and completing the Transactions. Merger Sub III is a wholly owned subsidiary of Parent and has not engaged in any business except for activities incidental to its formation and as contemplated by the Merger Agreement. Upon completion of the LP Mergers, Merger Sub III will cease to exist and Advisors II LP will continue as a Surviving Partnership and a subsidiary of Parent and the Company.

Upon the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub Inc. will be merged with and into the Company, with the Company continuing as the Surviving Corporation, (ii) Merger Sub I will be merged with and into Capital LP, with Capital LP continuing as the Surviving Partnership, (iii) Merger Sub II will be merged with and into Advisors LP, with Advisors LP continuing as the Surviving Partnership and (iv) Merger Sub III will be merged with and into Advisors II LP, with Advisors II LP continuing as the Surviving Partnership. After the completion of the Mergers, the Company, Capital LP, Advisors LP and Advisors II LP will each become a direct or indirect subsidiary of Parent. The Company will cooperate with Parent to de-list the shares of Class A Common Stock from the NYSE and de-register under the Exchange Act as soon as reasonably practicable following the effective times of the Mergers, and at such time, we will no longer be a publicly traded company and will no longer file periodic reports with the SEC. If the Mergers are completed, you will not own any shares of the Surviving Corporation or Partnership Units of the Surviving Partnerships. If the Rollover Condition is satisfied or waived and you are a Rollover Holder who has elected to participate in the Rollover, you will own equity interests of the HoldCos having an aggregate value equal to the Contributed Value of your Rollover Interests.

The effective times of the Mergers will occur on the Closing Date, upon the filing of the certificates of merger with the Secretary of State of the State of Delaware (or at such later time as we and Parent may agree and specify in the certificates of merger).

If the Merger Proposal is not approved by the Company Stockholders or if the Mergers are not completed for any other reason, the Company Stockholders and the Partnership Unitholders will not receive any payment for their shares of Class A Common Stock or Partnership Units, respectively. Instead, the Company will remain a public company, our Class A Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

If the Mergers are not completed, there can be no assurance as to the effect of the risks and opportunities on the future value of your shares of Class A Common Stock or Partnership Units, including the risk that the market price of Class A Common Stock may decline significantly. If the Mergers are not completed, the Board will continue to evaluate and review the Company’s business operations, properties, dividend policy and capitalization, among other things, and make such changes as are deemed appropriate and continue to seek to enhance Company Stockholder value. If the Merger Proposal is not approved by the Company Stockholders or if the Mergers are not completed for any other reason, there can be no assurance that any other transaction acceptable to the Company will be offered or that the Company’s business, prospects or results of operation will not be adversely impacted. See “The Mergers — Purpose and Reasons of the Company for the Mergers; Recommendation of the Board of Directors and the Special Committee; Fairness of the Mergers,” beginning on page 79.

In addition, under specified circumstances, the Company may be required to pay Parent a termination fee or reimburse up to a specified amount of Parent’s expenses upon the termination of the Merger Agreement, as described under “The Merger Agreement — Termination Fees” beginning on page 141.

If the Public Merger is completed, each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares, Dissenting Shares or unvested Company Restricted Stock Awards) will be cancelled and automatically converted into the right to receive the Public Merger Consideration, without interest, less any applicable withholding taxes. The aggregate consideration payable to holders of shares of Class A Common Stock (including any Vested Company Stock Award) in the Public Merger will be approximately $291.3 million. Thereafter, each certificate or book-entry formerly representing any of the shares of Class A Common Stock will represent only the right to receive the Public Merger Consideration, without interest, less any applicable withholding taxes. If the Mergers are completed, each share of Class B Common Stock will be cancelled and retired, for no consideration. However, holders of such shares of Class B Common Stock will receive consideration in cash (or, if the Rollover Condition is satisfied or waived and such holder is a Rollover Holder who has elected to participate in the Rollover, equity interests of the HoldCos pursuant to the Rollover) in respect of corresponding Partnership Units as described in “The Merger Agreement — Merger Consideration; Treatment of Company Common Stock and Company Warrants; Treatment of Partnership Units; Treatment of Company Stock Awards” beginning on page 122, for aggregate consideration payable to such Partnership Unitholders (inclusive of the Contributed Value) of $167,367,690, which equates to approximately $6.90 for each LP Class A Unit and LP Class A-1 Unit and $0 for each LP Class E Unit, LP Class P Unit and LP Class P-4 Unit.

If the Public Merger is completed, each Company Warrant issued and outstanding immediately prior to the Effective Time will survive the Public Merger and remain outstanding but will, upon any subsequent exercise of such Company Warrant, be entitled to receive only the Warrant Consideration for each share of Company Common Stock for which such Company Warrant was exercisable immediately prior to the Closing. Alternatively, in accordance with the terms of the Company Warrants, the holder of any Company Warrant may notify the Surviving Corporation before the 30th day after the Closing Date that such holder is exercising the holder’s right to cause the Company to purchase such Company Warrant from such holder for the Black-Scholes Value (as defined in the applicable Company Warrant) of the remaining unexercised portion of such Company Warrant in accordance with its terms. The Company Warrants are exercisable for 4,338,015 shares of Class A Common Stock at an exercise price of $7.95 per share. Assuming no dividends are paid on the shares of Class A Common Stock prior the Closing Date (which the Company is not permitted to do without Parent’s consent, as described in this Proxy Statement), this exercise price will not change. The estimated Black-Scholes Value is approximately $34 million.

If the LP Mergers are completed, each LP Class A Unit, LP Class A-1 Unit, LP Class E Unit, LP Class P Unit and LP Class P-4 Unit issued and outstanding immediately prior to the LP Mergers Effective Time that is vested

at the LP Mergers Effective Time or that vests as a result of the consummation of the Transactions, in each case, in accordance with the limited partnership agreements of the Operating Partnerships and any applicable award agreement (other than the Cancelled Units, any Unvested Partnership Unit and any Rollover Interests) will be cancelled and converted automatically into the right to receive an amount in cash equal to its applicable LP Merger Consideration, without interest, less any applicable withholding taxes. Thereafter, each certificate or book-entry formerly representing any of the Partnership Units receiving LP Merger Consideration will represent only the right to receive the LP Merger Consideration, without interest, less any applicable withholding taxes, which equates to approximately $6.90 for each LP Class A Unit and LP Class A-1 Unit and $0 for each LP Class E Unit, LP Class P Unit and LP Class P-4 Unit.

If the LP Mergers are completed, each of the (i) Unvested Partnership Units, (ii) LP Profit Sharing Interests and (iii) LP Class C Units will be cancelled and retired for no consideration. Following the LP Mergers, all LP Class B Units issued and outstanding immediately prior to the LP Mergers Effective Time will continue to remain outstanding as LP Class B Units of the applicable Surviving Partnership and the holder of such LP Class B Units that is the general partner of the Operating Partnerships immediately prior to the LP Mergers Effective Time will continue as the general partner of the Surviving Partnerships.

After the Mergers are completed, under the terms of the Merger Agreement, you will have the right to receive the Public Merger Consideration or the LP Merger Consideration, if any, for each share of Class A Common Stock or Partnership Unit that you hold (other than, in the case of Rollover Holders, each Rollover Interest, which will treated in accordance with the Rollover Agreement) upon compliance with the exchange procedures set forth in the Merger Agreement, but you will no longer have any rights as a Company Stockholder or Partnership Unitholder. Following the LP Mergers Effective Time, Rollover Holders will have rights as limited partners of the HoldCos pursuant to the terms of the amended and restated limited partnership agreement for each HoldCo entered into by the Rollover Holders.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation of or among members of the Special Committee, the Board of Directors, the Company’s management, the Company’s advisors and representatives, Rithm, Rithm’s management, Rithm’s advisors and representatives, or any other parties. Other than as described herein, there have been no material contacts between the Company and Rithm in the past two years.

The Board of Directors, together with the Company’s management and with the assistance of the Company’s advisors, has periodically reviewed and assessed the Company’s operations, financial performance, competitive position, and growth opportunities in the context of the Company’s long-term strategic goals and plans. The Board of Directors regularly reviews potential opportunities to enhance stockholder value and considers various strategic alternatives.

In late March 2022, the Board of Directors received an unsolicited outreach from an institution (referred to as “Bidder A”) regarding Bidder A’s interest in a potential acquisition transaction involving the Company. No price or other terms were specified by Bidder A at that time. The Company entered into a non-disclosure agreement (“NDA”) with Bidder A on April 4, 2022, which did not contain a standstill provision.

In connection with evaluating this potential transaction, the Board of Directors sought advice from internal and outside counsel regarding fiduciary duties of directors and appropriate approaches to identify and manage potential conflicts of interest, including the circumstances in which it may be prudent to form a special committee of independent and disinterested directors. On such advice, on May 23, 2022, the Board of Directors established the Special Committee, comprised of independent and disinterested directors Marcy Engel and Charmel Maynard, to (a) conduct an independent review of such potential transaction and make an independent determination with respect thereto; (b) evaluate strategic alternatives that may otherwise be available to the Company; and (c) take all other actions relating to such a potential transaction and any alternatives as the Special Committee may deem to be necessary or appropriate in order for the Special Committee to discharge its duties. The Board of Directors further resolved that the Board of Directors shall not approve or recommend for approval by the Company’s stockholders any potential strategic transaction without a prior favorable recommendation by the Special Committee. Following interviews of multiple law firms, the Special Committee retained Latham & Watkins LLP (“Latham & Watkins”) as its independent legal advisor. The Company separately retained Weil, Gotshal & Manges LLP (“Weil”) as legal advisor to the Company.

On May 26, 2022, the Special Committee met with representatives of Latham & Watkins to discuss the unsolicited outreach from Bidder A, at which time representatives of Latham & Watkins advised the Special Committee of the duties of the Special Committee under Delaware law. At that meeting, the Special Committee authorized the Company’s management to engage with Bidder A to determine whether a proposal regarding a potential transaction would be forthcoming, but instructed the Company’s management that any discussion or negotiation regarding the terms of such a proposal must be led by the Special Committee.

On June 13, 2022, at a meeting of the Special Committee with representatives of Latham & Watkins present, the Special Committee discussed engaging a financial advisor to advise the Special Committee on matters related to the evaluation of a potential transaction. The Special Committee determined that it would interview several financial advisors to act as the independent financial advisor to the Special Committee.

On June 20, 2022, the Special Committee authorized the Company to separately retain J.P. Morgan as financial advisor to the Company in connection with a potential transaction, which engagement was ultimately approved by the Board of Directors. The Company selected J.P. Morgan to act as financial advisor to the Company based on J.P. Morgan’s familiarity with the Company, its qualifications and relevant experience in the industry in which the Company operates and its experience advising on prior strategic transactions for the Company.

On June 21, 2022, at a meeting of the Special Committee with representatives of Latham & Watkins and the Company’s management present, the Special Committee and the Company’s management met to discuss the preparation of financial projections in anticipation of a request for forward-looking financial information from one or more bidders in connection with a potential transaction. The Special Committee instructed the Company’s management (a) to prepare financial projections for the Company and (b) not to share financial projections with any potential acquirors until the Special Committee had reviewed and approved them. Company management noted that any financial projections prepared on the basis of the Company’s standalone prospects would reflect a decline in the profitability of the business which the Company believed was due to certain disputes with the founder and former Chief Executive Officer of Och-Ziff Capital Management LLC, Daniel S. Och, including those involving what the Company believed to be inaccurate assertions with respect to the Board of Directors and the Company’s management. As a result of such ongoing disputes, the Company’s management reported that investors in funds managed or advised by the Company and its affiliates had become increasingly concerned about the Company’s stability, in particular in relation to retention of key investment professionals and retention and attraction of additional investor capital. Accordingly, the Special Committee instructed the Company’s management to prepare financial projections based on (i) the Company’s prospects following completion of a potential acquisition transaction, and (ii) the Company’s prospects in the event that the Company did not enter into a potential acquisition transaction, and instead pursued a standalone strategy without resolution of the ongoing disputes with the Former EMD Group.

At the same meeting, the Company’s management reported to the Special Committee that Bidder A had indicated that it expected to make a proposal, which the Special Committee awaited. Bidder A ultimately never submitted a proposal, citing to the Company’s management the uncertainty and perceived instability associated with the ongoing disputes with the Former EMD Group, including the Section 220 claim and associated Schedule 13D filings discussed below, as reasons for declining to make a proposal.

On August 24, 2022, Mr. Och, Harold Kelly, Richard Lyon, James O’Connor and Zoltan Varga, former executive managing directors of the Company (the “Former EMD Group”) filed a claim under Section 220 of the DGCL against the Company in the state of Delaware, demanding to inspect certain books and records of the Company for the purposes of reviewing the compensation of James Levin, the Company’s Chief Executive Officer and Chief Investment Officer, and other members of the Company’s management. Upon receiving notice of the lawsuit on such date, the Special Committee held a meeting and discussed the litigation with representatives of Latham & Watkins.

By October 2022, the Company’s management had reported to the Special Committee that the uncertainty and perceived instability relating to the disputes with the Former EMD Group were continuing to have a negative impact on the Company, both with respect to certain clients, who were citing the disputes with the Former EMD Group as a reason for redemptions and/or a failure to commit additional capital, and with respect to investment professionals, who the Company’s management viewed as at risk of leaving the Company. Because (i) there have been disputes with the Former EMD Group for several years, and (ii) the Company had been unable to reach a resolution with Mr. Och on such matters or with the Former EMD Group relating to their litigation, and

recognizing that a sale transaction could potentially address the instability relating to the disputes with the Former EMD Group, the Special Committee made a determination to initiate a process to engage with third parties that may be interested in a potential acquisition transaction.

On October 4, 2022, Mr. Och sent a letter to the Board of Directors stating that following the filing of the Former EMD Group’s Section 220 claim, several third parties had contacted the Former EMD Group regarding potential transactions with the Company that would not involve current senior management continuing to run the Company. Mr. Och publicly disclosed this letter in a Schedule 13D filing on the same day. Mr. Och did not identify any such third parties to the Board of Directors.

On October 11, 2022, at a meeting of the Special Committee with representatives of Latham & Watkins, J.P. Morgan and the Company’s management present, the Company’s management inquired about the process for preparing materials to share with potential acquirors, including a set of financial projections of the Company. After representatives of Latham & Watkins discussed the importance of providing the Special Committee with such materials in advance of sharing with potential acquirors, the Special Committee confirmed that it will review all such materials in detail and provide approval prior to the distribution of such materials to potential acquirors.

On October 12, 2022, a representative of an asset management company (referred to as “Bidder B”) contacted J.P. Morgan to express interest in a potential transaction between Bidder B and the Company. On the same day, a representative of another asset management company (referred to as “Bidder C”) also contacted J.P. Morgan to express interest in a potential transaction between Bidder C and the Company.

On October 13, 2022, the Special Committee convened a meeting, with representatives of Latham & Watkins present, to discuss Bidder B’s and Bidder C’s interest in exploring a potential transaction with the Company. Following such discussion, the Special Committee authorized the Company to enter into an NDA with each of Bidder B and Bidder C (which the Company did thereafter) and J.P. Morgan to engage in discussions with each of Bidder B and Bidder C.

On October 19, 2022, the Special Committee convened a meeting with the Company’s management to discuss the ongoing conversations between representatives of J.P. Morgan and each of Bidder B and Bidder C with respect to a potential transaction. The Special Committee authorized (a) the Company’s management to meet with Bidder C to discuss a potential transaction, with the instruction that no material non-public information or Company financial projections be provided to Bidder C, and (b) J.P. Morgan to seek additional information from Bidder B and Bidder C regarding their interest in acquiring the Company. Following this meeting, at the direction of the Special Committee, representatives of J.P. Morgan discussed with representatives of Bidder B and Bidder C their respective interest in a potential transaction with the Company.

During October 2022, the Special Committee, with representatives of Latham & Watkins present, held several meetings and conducted multiple interviews with several financial advisors, including PJT Partners, for the purpose of selecting an independent financial advisor to the Special Committee. The Special Committee determined to retain PJT Partners to act as independent financial advisor to the Special Committee, based on PJT Partners’ qualifications and relevant experience in the industry in which the Company operates.

On October 31, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of PJT Partners discussed with the Special Committee PJT Partners’ and J.P. Morgan’s discussions with Bidder B and Bidder C. In addition, representatives of J.P. Morgan proposed a list of approximately thirty-one potential acquirors it proposed conducting outreach to in connection with a potential transaction. The Special Committee consulted its financial and legal advisors and, following discussion, authorized PJT Partners and J.P. Morgan to commence an outreach to the identified parties.

On November 2, 2022, at a meeting of the Special Committee with representatives of Latham & Watkins present, the Special Committee authorized J.P. Morgan and PJT Partners to work together to develop a strategy for a potential general outreach to additional acquirors in connection with a potential transaction. Later that same day, at a subsequent meeting of the Special Committee with representatives of Latham & Watkins and PJT Partners present, representatives of PJT Partners discussed with the Special Committee an additional potential acquiror not included in J.P. Morgan’s October 31, 2022 list for potential further outreach in connection with a potential transaction. The Special Committee approved outreach to this additional potential acquiror (which was subsequently conducted by PJT Partners and/or J.P. Morgan). In addition, the Special Committee authorized PJT

Partners to coordinate with the Company’s management and other advisors to populate a virtual data room with various diligence materials that potential acquirors would eventually require access to in connection with their diligence of the Company and evaluation of a potential transaction. The Special Committee instructed the Company’s management and PJT Partners and J.P. Morgan not to post any forward-looking financial information or projections without first reviewing with, and obtaining approval from, the Special Committee.

On November 3, 2022, the Former EMD Group filed a Schedule 13 D/A with the SEC which disclosed that the Former EMD Group had sent a letter to the Board of Directors which detailed, among other things, the Section 220 action brought against the Company by the Former EMD Group on August 24, 2022 and the Former EMD Group’s request that the Board of Directors pursue a broad review of strategic alternatives carried out by a committee of independent directors.

On November 4, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors and the Company’s management present, the Special Committee discussed the Schedule 13D/A filed by the Former EMD Group. The Special Committee discussed potential avenues for public and private responses to the Former EMD Group’s letter, including making an announcement that a special committee had in fact been formed earlier that year and was already actively engaged in the process of evaluating potential transactions. There was additional discussion of the potential that the existence of an ongoing lawsuit by the Former EMD Group was harming the process of soliciting potential acquirors. The Special Committee discussed the potential impact of the lawsuit and disputes with the Former EMD Group on potential acquirors. It was also discussed that the Company’s management had reported that employees and clients of the Company continued to express concern over the disputes with the Former EMD Group and that there continued to be elevated redemptions and a decline in new capital committed on account of such concerns, which could result in lower valuations from potential acquirors. The Special Committee concluded that some form of resolution with the Former EMD Group would likely be in the best interest of the Company Stockholders. The Special Committee authorized Latham & Watkins to organize discussions with Quinn Emmanuel Urquhart & Sullivan, LLP (“Quinn Emmanuel”), counsel to the Company in connection with the Section 220 action brought by the Former EMD Group, regarding potential negotiations on the Company’s behalf with the Former EMD Group.

Between November 4, 2022 and November 8, 2022, representatives of Latham & Watkins and Quinn Emmanuel engaged with representatives of Dechert LLP, legal counsel to the Former EMD Group (“Dechert”), regarding a potential resolution of the Section 220 action brought against the Company by the Former EMD Group.

On November 8, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of Quinn Emmanuel presented to the Special Committee the status of the ongoing Section 220 action brought against the Company by the Former EMD Group and briefed the Special Committee on terms the Former EMD Group were likely to seek in order to settle the Section 220 claim. Following such discussion, the Special Committee affirmed that Quinn Emmanuel should continue its engagement with Dechert and the Former EMD Group regarding a potential settlement agreement between the Company and the Former EMD Group. At the same meeting, representatives of J.P. Morgan provided an update to the Special Committee on its outreach to potential acquirors in connection with a potential transaction.

On November 9, 2022, the Company filed its quarterly report on Form 10-Q, which reported that if the disputes with the Former EMD Group persisted, there would be a continuation of adverse impacts to the Company’s business, which included affecting the Company’s ability to retain and attract fund investors and highly qualified employees and its ability to raise new funds.

On November 13, 2022, the Special Committee received a preliminary, non-binding indication of interest from Bidder B. Bidder B’s indication of interest proposed an equity valuation of $800 million for 100% of the equity of the Company, subject to a number of assumptions and further due diligence.

On November 14, 2022, Rithm and the Company entered into an NDA.

During the period from early to mid-November 2022, representatives of Quinn Emmanuel and Latham & Watkins, acting on instructions from the Special Committee, negotiated a settlement agreement between the Company and the Former EMD Group with representatives of Dechert, which was entered into on November 17, 2022 (the “Settlement Agreement”).

The Company took certain actions in connection with its entry into the Settlement Agreement, including (a) memorializing in a written resolution the prior directive the Special Committee had issued to the Company’s management that the Company’s management would not be permitted to engage in any negotiations with any prospective counterparties to a potential transaction regarding (i) terms that may impact the Company’s management on a post-closing basis, including, but not limited to, go-forward employment terms or a management rollover,² until the principal economic terms of a potential transaction had been approved by the Special Committee and the Special Committee had expressly authorized such negotiations and (ii) any other terms of a potential transaction, in each case, unless requested to do so by and under the supervision and direction of the Special Committee and (b) issuing a press release on November 18, 2022, the form of which had been agreed with the Former EMD Group, announcing that (i) the Board of Directors had formed the Special Committee to explore potential interest from third parties in a strategic transaction with the Company that maximized value for shareholders; (ii) the Special Committee had retained PJT Partners as its financial advisor and Latham & Watkins as its legal counsel and had approved the retention of J.P. Morgan as financial advisor to the Company and (iii) the Company and the Former EMD Group had settled the Former EMD Group’s Section 220 action against the Company, with the Company having agreed to provide additional books and records requested by the Former EMD Group, and the Former EMD Group having agreed to dismiss its Section 220 action with prejudice.

By November 16, 2022, representatives of J.P. Morgan, acting with the authorization of the Special Committee and in consultation with representatives of PJT Partners and Latham & Watkins, had prepared a bid process letter for the first round of the bid process for a potential transaction. The first round bid process letter requested that potential acquirors provide, among other items, (a) an offer price reflecting the aggregate value of 100% of the equity of the Company presented as a specific amount, not a range of values, (b) assumptions underlying the offer price and (c) any financing sources and the structure of any financing that may be necessary to finance the potential transaction. In addition, the first round bid process letter (i) specified that interested parties would not be required to retain any Company personnel following the closing of the potential transaction and (ii) instructed interested parties to refrain from discussions or negotiations with the Company’s management regarding go-forward employment terms and/or management rollover, unless and until the principal economic terms of the potential transaction had been approved by the Special Committee and the Special Committee had expressly authorized such discussions or negotiations, but interested parties were permitted to indicate their intentions to the Special Committee with respect to management and employees of the Company if a party believed it relevant to the Special Committee’s evaluation of its proposal. The first round bid process letter contained a deadline of November 29, 2022 to submit initial indications of interest. The Special Committee authorized J.P. Morgan and PJT Partners to distribute the first round bid process letter to nineteen potential acquirors who had entered into NDAs with the Company in connection with a potential transaction.

On November 18, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, there was discussion regarding the November 13, 2022 non-binding indication of interest from Bidder B. Representatives of PJT Partners and J.P. Morgan advised the Special Committee and Latham & Watkins that Bidder B did not have committed equity or debt financing or available capital to support payment of the consideration indicated in its non-binding indication of interest. The Special Committee instructed PJT Partners and J.P. Morgan to continue engaging with Bidder B and the other potential acquirors and report any additional developments to the Special Committee.

On November 22, 2022, the Company and an asset management company (referred to as “Bidder D”) entered into an NDA in connection with the potential transaction.

On November 23, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of PJT Partners and J.P. Morgan informed the Special Committee that twelve potential acquirors remained involved in the bid process, including Rithm. Representatives of J.P. Morgan discussed that the Former EMD Group had requested (a) information about the bid process timeline and the potential transaction, and (b) that the legal advisors to the Special Committee engage in weekly discussions with the Former EMD Group’s counsel (Dechert). The Special Committee discussed the request from the Former EMD Group, and instructed its advisors and the Company’s management that while it was generally amenable to conversations occurring, no material non-public information should be shared with the Former EMD

Group or Dechert until the Company and the Former EMD Group entered into an NDA. The Special Committee instructed Latham & Watkins to prepare a form of NDA with the Former EMD Group for the Special Committee’s review. Latham & Watkins prepared this form and, following discussions with and approval from the Special Committee, provided the NDA to Dechert on December 7, 2022.

On November 29, 2022, representatives of J.P. Morgan and PJT Partners received a preliminary, non-binding indication of interest from an asset management company that had received the first round bid process letter (referred to as “Bidder E”). Bidder E’s indication of interest proposed an equity valuation of $574 million for 100% of the equity of the Company, subject to a number of assumptions and further due diligence. On the same date, representatives of J.P. Morgan and PJT Partners received a preliminary, non-binding indication of interest from Rithm. Rithm’s indication of interest proposed an equity valuation of $700 million for 100% of the equity of the Company, subject to a number of assumptions and further due diligence. On the same date, representatives of J.P. Morgan and PJT Partners received a preliminary, non-binding indication of interest from Bidder C. Bidder C’s indication of interest proposed an equity valuation of $750 million for 100% of the equity of the Company, subject to a number of assumptions and further due diligence. On the same date, representatives of PJT Partners received a preliminary, non-binding indication of interest from an asset management company (referred to as “Bidder F”). Bidder F’s indication of interest proposed a potential transaction in which the Company would sell assets relating to its Institutional Credit Strategies business line (including its collateralized loan obligation (“CLO”) business line), and following such sale Bidder F’s existing business would merge with the Company, with the Company’s current shareholders retaining 80% of the publicly traded equity of the combined business. Bidder F’s indication of interest did not contain further information supporting the valuation of either Bidder F’s existing business or the Company. Each of these proposals (and the proposal referenced below that would follow) made different assumptions, which had varying impacts on the nominal consideration the proposals purported to offer.

On November 30, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors present, the Special Committee discussed the status of the first round of the process and authorized PJT Partners and J.P. Morgan to engage with each potential acquiror who had submitted a proposal to gather additional information about their respective proposals, including information that would enable the Special Committee and their advisors to evaluate the bids on an equivalent basis. Representatives of Latham & Watkins and PJT Partners discussed with the Special Committee potential additional financial due diligence on Bidder F in connection with the Special Committee’s evaluation of Bidder F’s proposal relative to other proposals, which the Special Committee approved. Later on November 30, 2022, at another meeting of the Special Committee, each proposal submitted in the first round was discussed with representatives of Latham & Watkins, PJT Partners and J.P. Morgan. Representatives of J.P. Morgan informed the Special Committee that additional potential acquirors were expected to submit indications of interest in the near term, and the Special Committee approved J.P. Morgan and PJT Partners to engage with potential acquirors in an effort to seek additional proposals.

On December 1, 2022, representatives of J.P. Morgan and PJT Partners received a preliminary, non-binding indication of interest from Bidder D. Bidder D’s indication of interest proposed an equity valuation between $640 million and $830 million for 100% of the equity of the Company, subject to a number of assumptions and further due diligence.

On December 2, 2022, representatives of J.P. Morgan received a preliminary, non-binding indication of interest from an asset management company (referred to as “Bidder G”). Bidder G’s indication of interest proposed an equity valuation of $800 million for 100% of the equity of the Company, subject to a number of assumptions and further due diligence.

Also on December 2, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan discussed with the Special Committee an overview and evaluation of all indications of interest submitted to date, including a normalized comparison of the per-share consideration that would be payable to the Company’s public stockholders in connection with each proposal. It was reported at this meeting that seventy potential acquirors had been in contact with advisors to the Company either through outreach by J.P. Morgan and/or PJT Partners or through inbound inquiries following the November 18, 2022 press release making public that the Company was pursuing a potential transaction. Included in this group were Bidder A, the thirty-one potential acquirors approved by the Special Committee on October 31, 2022 and the thirty-eight additional potential acquirors, including Rithm, approved by the Special Committee on November 2, 2022, which included financial sponsors, private and publicly traded alternative asset managers, financial services companies and financial institutions. Twenty-five of the seventy potential acquirors,

including Rithm, executed NDAs with the Company. Of the twenty-five NDAs executed with potential acquirors, twenty-four contained a standstill provision (all but Bidder A), twenty-two of the standstill provisions contained “don’t ask/don’t waive” provisions, all of which the Board of Directors has since waived through adoption of a resolution that permits each counterparty to submit confidential proposals to the Board of Directors or the Special Committee, and five of the standstill provisions terminated automatically upon the announcement of the Merger Agreement. Any parties not specifically discussed in this section did not submit an indication of interest to the Special Committee, the Company, J.P. Morgan or PJT Partners. Representatives of J.P. Morgan noted that Bidder G’s indication of interest received that day was competitive on valuation with the other indications of interest received to date, and Bidder G had financing to support its bid. Representatives of J.P. Morgan then discussed with the Special Committee J.P. Morgan’s evaluation of Bidder F’s non-conforming proposal, including potential execution risks associated therewith. During an executive session of the Special Committee meeting, representatives of PJT Partners discussed with the Special Committee PJT Partners’ independent preliminary financial analysis of the proposals received. Representatives of PJT Partners also reviewed with the Special Committee PJT Partners’ preliminary financial analysis of Bidder F’s proposal and outlined certain risks of such proposal to the Company and public stockholders.

On December 4, 2022, representatives of J.P. Morgan and PJT Partners received a preliminary, non-binding indication of interest from an asset management company (referred to as “Bidder H”). Bidder H’s indication of interest proposed an enterprise valuation between $705 million to $800 million for 100% of the equity of the Company, subject to a number of assumptions and further due diligence.

Later that day, on December 4, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, the Special Committee requested that PJT Partners and J.P. Morgan provide feedback to (a) Bidder E that the headline price of Bidder E’s proposal was too low to be included in the second round of the process and to attempt, if possible, to encourage Bidder E to increase its price and (b) Bidder F that the Special Committee did not believe pursuing Bidder F’s non-conforming proposal (given the conditionality, structure and uncertain valuation) was in the best interests of the Company’s public stockholders.

On December 6, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan discussed with the Special Committee an update on the status of the process, including that (a) Bidder D and Bidder G had indicated their desire to move forward into the second round of the process and (b) Bidder E had indicated that it was unlikely to increase the valuation in its proposal due to liquidity constraints. Following a discussion of the remaining proposals, representatives of J.P. Morgan and PJT Partners discussed with the Special Committee whether to permit Bidder F to participate in the second round of the process in light of the concerns previously identified. The Special Committee authorized J.P. Morgan to communicate to Bidder F that it would not be invited to participate in the second round. Later in the meeting, representatives of J.P. Morgan discussed with the Special Committee an overview of the proposed transaction structures contained in the proposals received by the Company, including certain tax implications. The Special Committee noted that bidders were using different assumptions to inform their respective bids, and discussed that it would be beneficial to the process for the bidders to receive more detailed information including, without limitation, information regarding the Company’s capitalization, certain tax matters and how proceeds in a potential transaction would be allocated, to inform their offer price, thereby enhancing direct comparability of proposals. Representatives of Latham & Watkins advised that it would be customary and appropriate to provide the potential acquirors remaining in the process with access to additional diligence information and specific instructions regarding assumptions to be used in bids delivered in the second round of the process. The Special Committee approved the provision of additional diligence materials to all potential acquirors invited to participate in the second round, which included Bidder B, Bidder C, Bidder D, Bidder G, Bidder H and Rithm, and instructed J.P. Morgan and PJT Partners to inform such bidders that they would advance to the second round of the process. The Special Committee reiterated its instructions that any forward-looking financial information to be shared with potential acquirors first be reviewed with and approved by the Special Committee. The Special Committee further instructed the Company’s management as well as PJT Partners and J.P. Morgan to ensure that Latham & Watkins had reviewed and approved for inclusion in the data room any other due diligence materials prior to making the information available to potential acquirors.

On December 13, 2022, J.P. Morgan received a preliminary, non-binding indication of interest from a fintech company (referred to as “Bidder I”) for 100% of the equity of the Company, which proposed an equity valuation for the Company at a 15% to 20% premium to the undisturbed stock price of $8.50 as of market close on November 17, 2022, subject to a number of assumptions and further due diligence.

On December 14, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors present, the Special Committee and representatives of PJT Partners and Latham & Watkins discussed the non-binding indication of interest received from Bidder I, noting that the price was less than the other proposals invited to participate in the second round of the process. The Special Committee authorized J.P. Morgan to indicate to Bidder I that it would not be invited to participate in the second round on the basis of the proposal it submitted and to inquire into whether Bidder I had flexibility to increase its price. At that same meeting, representatives of Latham & Watkins presented a draft merger agreement in connection with the potential transaction and solicited and received input from the Special Committee. The Special Committee authorized Latham & Watkins to update the draft merger agreement to reflect their input and to solicit input from the Company’s management and Weil.

On December 19, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors present, representatives of PJT Partners informed the Special Committee that an asset management company (referred to as “Bidder J”) expressed interest in a potential transaction with the Company. The Special Committee authorized J.P. Morgan and PJT Partners to continue discussions with Bidder J and to request a formal indication of interest in order to evaluate the proposed economic terms and other material terms compared to the other indications of interests received. In addition, the Special Committee instructed J.P. Morgan and Latham & Watkins to prepare a second-round process letter for the Special Committee’s review.

On December 20, 2022, at a meeting of the Special Committee with representatives of its financial and legal advisors present, the Special Committee, representatives of Latham & Watkins and representatives of PJT Partners discussed the allocation of potential transaction proceeds under the existing partnership agreements of the Operating Partnerships based on existing capital accounts of the equityholders in the Operating Partnerships. The Special Committee further discussed the discretion of the general partners of the Operating Partnerships (acting at the direction of the Special Committee) under the Operating Partnerships’ partnership agreements to (a) reflect currently in the capital accounts of the Operating Partnerships revaluations under applicable Treasury Regulations for historical events, resulting in certain classes of equity securities of the Company achieving their “book-up targets” under the terms of the Operating Partnership agreements, and (b) equalize (on a per unit basis) the allocation of transaction proceeds among all equityholders in the Operating Partnerships (collectively, the “Proceeds Allocation Considerations”). The Special Committee engaged in a series of extended discussions at this meeting (and others) on this topic. The decisions regarding the Proceeds Allocation Considerations had significant implications for holders of LP Class E Units of the Operating Partnerships, most of whom remained employees of the Company, who had been granted these LP Class E Units as equity incentive compensation and substantially all of which had vested. The Special Committee understood that a decision not to revalue the Operating Partnerships’ assets for historical events and “book up” these units could result in these LP Class E Units receiving no consideration in a transaction at the valuations proposed in the first round of the process.³ The December 20, 2022 meeting ended with the Special Committee instructing Latham & Watkins to confer with Weil and other advisors regarding the Proceeds Allocation Considerations to better understand the extent to which the Special Committee had authority to exercise discretion under the terms of the partnership agreements of the Operating Partnerships and the implications of taking such action, and the Special Committee resolved to continue its deliberations related to the Proceeds Allocation Considerations following such discussions. At several meetings in December 2022 and early January 2023, the Special Committee continued to discuss and consider the Proceeds Allocation Considerations with representatives of Latham & Watkins, PJT Partners and J.P. Morgan.

On December 21, 2022, Bidder J entered into an NDA with the Company in connection with the potential transaction.

On January 3, 2023, acting on authorization of the Special Committee, representatives of J.P. Morgan and PJT Partners distributed a letter describing the second round of the process to Rithm, Bidder B, Bidder C, Bidder D, Bidder G and Bidder H, including the Special Committee’s expectations regarding the substance and timing of final proposals, which included providing a description of (a) the bidder, (b) the offer price and form of

consideration, (c) key assumptions underlying offer price, (d) considerations relevant to soliciting investor consents (including post-closing governance plans) and (e) financing plans. The letter also indicated (i) that each bidder would be provided a draft merger agreement that should be marked to indicate any proposed changes to such draft merger agreement in connection with its final offer and (ii) retention of the Company’s management was not a requirement and that, if a bidder elected to seek to retain the Company’s management, no discussion of employment terms should occur before the Special Committee expressly authorized such discussions. The deadline for final offers was set for January 25, 2023. The letter also requested that each bidder’s proposal assume (and that its proposed consideration reflect) that the Company’s tax receivable agreement (the “TRA”)⁴ would remain outstanding following the consummation of a potential transaction (without early acceleration or any amendments thereto). In the view of the Special Committee, the treatment of the TRA was a material component to bidders’ valuation of the Company due to the liabilities of the Company contained therein. The Special Committee noted that the Company had previously disclosed in the Company’s 2022 Form 10-K that these liabilities under the TRA generally become fixed under the change of control assumptions upon a merger or other change of control, whereas the associated tax asset may become significantly less valuable. Therefore, the cost of the TRA was likely to reduce the consideration paid to the Company’s equityholders upon a merger or other change of control of the Company, as potential acquirors would factor the cost of the TRA into their valuations of the Company.

On January 6, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan provided an update on the progress of the second round of the process. The Special Committee reconvened later on January 6, 2023, with representatives of its financial and legal advisors present to discuss the approach regarding the Proceeds Allocation Considerations. Following input from its legal advisors, the Special Committee determined that any transaction proceeds should be allocated in accordance with the existing capital accounts under the Operating Partnerships’ partnership agreements and that there would be no retroactive “book up” of any Operating Partnership units. This decision maximized the proceeds to be received by the public stockholders (as well as holders of LP Class A Units and LP Class A-1 Units) but decreased (or for employees that only held LP Class E Units, eliminated) the proceeds that would be payable to current employees holding LP Class E Units at the Operating Partnerships, which LP Class E Units would be canceled for no consideration in connection with the consummation of a potential transaction. The Special Committee and its advisors discussed the presentation of the allocation of proceeds and the Special Committee approved sharing such information (in the discussed format) with potential acquirors during the second-round diligence process.

On January 9, 2023, representatives of Bidder G informed representatives of J.P. Morgan that it was withdrawing from the bid process.

On January 11, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors present, representatives of PJT Partners discussed an update on the progress of the potential transaction, noting that (a) Bidder C had communicated it would likely not submit a final proposal or continue to participate in the process, (b) Bidder G had communicated that it was withdrawing from the bid process, and (c) additional

conversations were ongoing with Bidder B, Bidder H and Rithm regarding their respective proposals. Representatives of PJT Partners noted that certain potential acquirors requested to begin having high-level discussions regarding the post-closing compensation philosophy with the Company’s management. Representatives of Latham & Watkins advised that while high-level conversations between the Company’s management and potential acquirors could occur, there should be no negotiation of a specific compensation framework or any discussions of specific amounts. Representatives of Latham & Watkins also advised that any discussions regarding compensation philosophy should only occur with clearly established ground rules that potential acquirors agree to abide by and under the supervision of advisors to the Special Committee. After discussion, the Special Committee approved limited discussions between the Company’s management and potential acquirors on the foregoing basis.

On January 16, 2023, Bidder J submitted a preliminary non-binding indication of interest to acquire 100% of the shares of Class A Common Stock at a price of $11.00-12.00 share, subject to a number of assumptions and further due diligence.

On January 17, 2023, the Former EMD Group sent a letter to the Special Committee asserting its belief that (a) that the Company had not provided all of the books and records the Former EMD Group believed they were entitled to under the Settlement Agreement or information regarding the potential transaction, (b) potential acquirors were being discouraged from bidding on individual business units of the Company, (c) the compensation of the Company’s management was discouraging potential acquirors and reducing the value of the bids and (d) the Special Committee was conditioning a potential transaction on retention of the Company’s management. The letter also asserted their view that the draft NDA provided to them in December 2022 was not appropriate.

On January 20, 2023, at the direction of the Special Committee, representatives of Latham & Watkins sent the Former EMD Group a letter on behalf of the Special Committee, denying the assertions set forth in the January 17, 2023 letter and confirming, among other things, that the bid process was being run by the Special Committee, with advice provided by its independent financial and legal advisors, in a manner fully consistent with both the Settlement Agreement and Delaware law. The letter expressed disappointment at what the Special Committee viewed as the Former EMD Group taking actions that were detrimental to the process. The letter further requested the Former EMD Group to send specific comments back on the NDA, as the Former EMD Group had not identified its particular concerns with the NDA, and indicated the Special Committee desired to enter into this NDA in order to provide information that would establish that the Former EMD Group’s concerns were misplaced. Thereafter, representatives of Dechert, on behalf of the Former EMD Group, provided comments to the NDA on January 27, 2023, and after a series of negotiations between representatives of Dechert and representatives of Latham & Watkins (which consulted with the Special Committee on all substantive terms), the Company and the Former EMD Group entered into an NDA on February 15, 2023.

On January 24, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan and the Company’s management present, representatives of PJT Partners provided an update on the bid process, noting that (a) Bidder B and Rithm had indicated that they would each submit offers the next day, (b) Bidder D and Bidder H were engaged in diligence but had not communicated a date on which they would submit an offer and (c) Bidder J continued to engage in diligence and indicated it remained interested in a potential transaction with the Company, but that Bidder J was a late entrant to the bid process and had not secured committed financing for the proposed transaction.

On January 25, 2023, Bidder B submitted a revised non-binding indication of interest to acquire 100% of the shares of Class A Common Stock at the price of $11.50 per share, subject to a number of assumptions and further due diligence.

On January 27, 2023, Bidder D submitted an updated non-binding indication of interest to acquire 100% of the shares of Class A Common Stock at a price range of $11.75-12.50 per share, subject to a number of assumptions and further due diligence, along with an issues list with respect to the draft merger agreement. Also on January 27, 2023, the financial advisor to Bidder J contacted representatives of PJT Partners to reiterate Bidder J’s interest in the potential transaction following further conversations between representatives of the financial advisors.

On January 29, 2023, Rithm submitted (i) an updated non-binding indication of interest to acquire the Company at an aggregate equity purchase price of $550 million subject to a number of assumptions, including that Rithm would have no future obligation or liability with respect to the TRA or any persons who hold any rights pursuant to the TRA, and (ii) an issues list with respect to the draft merger agreement.

On January 30, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan discussed that Bidder B, Bidder D and Rithm had submitted updated proposals in connection with the second round of the process. Representatives of J.P. Morgan presented a summary of the proposals received, noting that Bidder B and Bidder D had submitted proposals under which they would assume the TRA obligations as part of their proposals and that Rithm did not appear to price in the cost of assuming the TRA into its offer, resulting in a lower headline price than the offer indicated on its face. J.P. Morgan also noted that each bidder was requesting varying degrees of signing and/or closing conditions relating to the Former EMD Group, and that Bidder D had indicated that it would not proceed with a potential transaction unless the Former EMD Group would support such a transaction due to the potential public relations and business risks of signing a transaction and facing opposition from the Former EMD Group. J.P. Morgan further indicated that Bidder D had provided an issues list with respect to the draft merger agreement, that further negotiations with Bidder D would solidify the price per share in its proposal and that, on the terms presented in the proposals, Bidder D presented the highest price per share of Class A Common Stock. Representatives of J.P. Morgan provided an update on discussions with Bidder J, noting that it believed Bidder J was at best several weeks away from securing the financing required to consummate the potential transaction.

In addition, at that same meeting, and following Bidder F’s and Bidder J’s separate inquiries into a pre-closing divestiture of the Company’s CLO business line (the “CLO Business”), the Special Committee discussed with its advisors a potential sale of the Company’s CLO Business, including (i) the risk that a divestiture of the CLO Business may put the remaining Company at risk of being unable to continue as a going concern, as certain contracts and commitments of the Company include minimum assets under management (“AUM”) tests that may be breached as a result of a divestiture of the CLO Business, and (ii) issues related to tax considerations and transaction costs that would be incurred as a result of a potential divestiture of the CLO Business. Representatives of J.P. Morgan further noted that (a) only nine out of the seventy potential acquirors engaged in the bid process had expressed interest in acquiring a specific business line of the Company, (b) none of those potential acquirors had offered a high enough price for any specific business line that would justify such a divestiture by the Company and (c) certain business lines had not garnered any interest from potential acquirors, and therefore it was not reasonably certain that each business line of the Company could eventually be sold in a “sum of the parts” transaction where various business lines were sold to different bidders, creating a potential risk that the unsold businesses would need to be wound down at substantial cost to the Company and its equity holders.

On February 1, 2023, representatives of J.P. Morgan and PJT Partners discussed preliminary high-level compensation philosophy with representatives of Rithm’s management and Rithm’s financial advisor, Citigroup Global Markets Inc. (“Citi”). Later that day, representatives of Skadden provided to representatives of Latham & Watkins a revised version of Rithm’s issues list with respect to the draft merger agreement.

On February 2, 2023, following authorization by the Special Committee in light of the tentative agreement with Bidder D on price and material terms, the Company’s management met with two senior principals of Bidder D, with representatives of J.P. Morgan and PJT Partners present. The Company’s management and the representatives of Bidder D discussed the compensation philosophy that the Company currently utilized to compensate investment professionals across its business lines, and Bidder D shared in general terms the compensation structure and philosophy that it employed throughout its business lines. No specific terms of employment or compensation with respect to any members of management of the Company or other employees were discussed at this meeting.

The Special Committee convened a meeting on the same day with representatives of its financial and legal advisors and J.P. Morgan present. At that meeting representatives of Latham & Watkins advised on the legal and contractual requirements for the Company to secure the consent of its clients in connection with a potential transaction. Representatives of Latham & Watkins discussed that the auction draft merger agreement would contain a condition to the buyer’s obligation to consummate the transaction that Company clients representing a

threshold amount of revenue run rate have provided their consent to the transaction,⁵ and described to the Special Committee the range of customary percentage thresholds in asset management transactions of this nature. Representatives of Latham & Watkins noted that client consent conditions are customary in asset management transactions in which the potential acquiror is not proposing to materially change the investment strategy or team of key investment professionals at the Company. The Special Committee approved the framework of the client consent condition and then authorized Latham & Watkins to discuss the client consent condition (and the appropriate percentage threshold to be included) with the Company’s management and to obtain from the Company’s management additional information regarding the revenue run rate associated with current clients. The Company’s management assisted in this analysis and provided input on its expectations as to the achievability of the client consent condition at various thresholds. Upon further discussion, the Special Committee determined to propose an 80% threshold and the specific legal terms of the client consent condition were shared with potential acquirors on February 10, 2023.

The Special Committee convened a second time on February 2, 2023 with representatives of its financial and legal advisors present, where representatives of PJT Partners discussed the development of independent valuations of the Company for the purposes of negotiating with potential acquirors and for purposes of PJT Partners’ financial analyses in connection with rendering a potential opinion as to the fairness to the public stockholders of a potential proposal selected by the Special Committee. After discussion, the Special Committee instructed PJT Partners to engage with the Company’s management to obtain financial information for purposes of PJT Partners’ financial analyses.

On February 7, 2023, members of the Company’s management met with representatives of Bidder J, including its founder and one of its partners, with representatives of J.P. Morgan and PJT Partners in attendance, to provide an overview of the Company and discuss investment strategies.

On February 8, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of Latham & Watkins provided an overview of its analysis regarding required payments and future obligations under the TRA following an acquisition of the Company. Representatives of J.P. Morgan discussed with the Special Committee the likelihood that providing potential acquirors with information on the TRA may facilitate negotiations with respect to the potential transaction and help compare the potential acquirors’ respective valuations. The Special Committee authorized J.P. Morgan to share a summary of required payments under the TRA with potential acquirors. Representatives of J.P. Morgan also discussed Bidder J’s continued interest in a potential transaction with the Company, noting however that Bidder J’s offer was prospective at this point because Bidder J had not demonstrated that it had sufficient committed equity or debt financing or available capital to support payment of the consideration indicated in its previous non-binding indication of interest. In addition, it was discussed that Bidder J’s business overlapped and competed with portions of the Company’s business and that there was concern that certain diligence information could be used by Bidder J to solicit employees and clients of the Company or to otherwise gain a competitive advantage over the Company. Accordingly, while the Special Committee authorized the granting of access to certain diligence materials contained in the virtual data room in order to progress Bidder J’s proposal, it instructed the Company’s advisors not to share certain competitively sensitive information about the Company at this preliminary stage. Furthermore, the Special Committee instructed J.P. Morgan to provide Bidder J with bid instructions and request that they submit, as soon as possible, a bid and a list of high priority diligence requests.

The Special Committee convened again on February 8, 2023, with representatives of its financial and legal advisors and the Company’s management present. At this meeting, the Company’s management presented draft financial projections that the Company’s management had prepared showing (a) the Company’s prospects following completion of a potential transaction, and (b) the Company’s prospects in the event that the Company does not enter into a potential transaction, and instead pursued a standalone strategy. With respect to the projections presenting the Company’s standalone strategy, representatives of the Company’s management noted that the Company was experiencing elevated redemption requests and negative impact on the Company’s ability

to raise new capital from investors into its funds in 2023, which the Company believed was driven by a variety of factors, primarily resulting from the uncertainty and perceived instability relating to the disputes with the Former EMD Group. The Special Committee instructed the Company’s management to revise the draft financial projections to reflect additional assumptions and updates resulting from the Company’s year-to-date financial performance.

From February 9, 2023, to February 10, 2023, representatives of J.P. Morgan and PJT Partners engaged in discussions with representatives of Bidder D regarding the TRA, including discussions on settling the TRA prior to entering into a definitive merger agreement with respect to a potential transaction.

From February 6, 2023, to February 10, 2023, representatives of J.P. Morgan engaged in discussions with representatives of Rithm regarding the price per share of Class A Common Stock in Rithm’s offer, considerations with respect to settlement of the TRA and the potential risks for a potential transaction.

On February 10, 2023, representatives of Bidder B informed representatives of J.P. Morgan that it was withdrawing from the bid process and cited a range of concerns, including securing committed financing from its limited partners and uncertainty and perceived instability relating to the disputes with the Former EMD Group.

On February 12, 2023, Bidder D submitted a revised proposal in connection with the proposed transaction at a price of $11.80 per share, along with a revised issues list with respect to the draft merger agreement and a markup of the client consent condition and a request for exclusivity. Bidder D’s revised proposal and issues list included, among other things, requests for (a) voting and support agreements from certain key shareholders, including Mr. Levin and Mr. Och, (b) releases from the Former EMD Group as it related to their potential claims against the Company as a condition to closing and (c) discussions with the Company’s management regarding post-closing employment arrangements.

On February 13, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan discussed with the Special Committee an overview of the second stage of the bid process and the proposals received to date. Representatives of J.P. Morgan discussed that Bidder D’s indication of interest contemplated that the TRA would be assumed by Bidder D and that Bidder D solidified its proposed price per share at $11.80. Bidder D had generally accepted the client consent condition framework but proposed a threshold of 87.5% instead of 80%. Representatives of J.P. Morgan communicated that Rithm’s offered price per share of Class A Common Stock was, according to calculations of the Company’s management, an inferior price per share of Class A Common Stock than Bidder D’s proposal, with the assumption that the TRA would be retained by the Company. Additionally, representatives of Latham & Watkins communicated that Rithm proposed a client consent condition threshold of 85%, but revised the framework of the condition itself so that the condition was harder to achieve than the (higher) percentage articulated by Bidder D. In addition, representatives of J.P. Morgan indicated that Bidder D indicated potential flexibility on the extent to which it would require a formal voting agreement or release from the Former EMD Group as a condition to signing or closing the potential transaction, but that it expressly conditioned the signing of a definitive merger agreement with respect to a potential transaction on having a pre-signing conversation with the Former EMD Group. Bidder D expressed concerns about the potential public relations risks of signing a transaction and facing opposition from the Former EMD Group and wanted assurances from the Former EMD Group that the Former EMD Group would not publicly oppose the transaction. Representatives of J.P. Morgan further noted that (a) the terms of the Bidder D offer were otherwise superior to the other proposals received such that if such offer were accepted by the Special Committee, it was J.P. Morgan’s view that the Special Committee could reasonably enter into exclusivity with Bidder D, (b) Bidder D did not present any financing risk as it was able to fund the potential transaction using existing financial resources and (c) it was their view that it was possible that the Former EMD Group would respond positively to Bidder D as a potential acquiror, including because Bidder D submitted the highest offer price with the fewest conditions to closing and indicated a willingness to pursue a short timeline to execution. J.P. Morgan suggested that the Special Committee request that Bidder D improve its offered price per share from $11.80 to $12.05 and lower the client consent condition threshold to 82-83%, and the Special Committee authorized J.P. Morgan to make this request. In addition, because Bidder D would require, at a minimum, assurances from the Former EMD Group that the Former EMD Group would support the transaction as a condition to signing a definitive merger agreement with respect to a potential transaction, the Special Committee requested that J.P. Morgan engage with the Former EMD Group to provide them information on the bid process and Bidder D to set the stage for an eventual conversation between Bidder D and the Former EMD Group.

On February 15, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan updated the Special Committee on discussions between J.P. Morgan and Bidder D. Representatives of J.P. Morgan reported that Bidder D had increased its proposed price per share to $12.00 and reduced the client consent condition threshold to 85%. However, Bidder D had reiterated that it would not be willing to sign a definitive merger agreement with respect to a potential transaction without the support of the Former EMD Group. Representatives of J.P. Morgan provided an update on discussions with Rithm, noting that it expected Rithm to submit a revised proposal at an increased price per share of $10.00 that expressly assumed the TRA. Rithm did submit such an offer later that day, but the offer did not change the terms of the client consent condition. Representatives of J.P. Morgan discussed that Bidder J submitted a preliminary, non-binding indication of interest at an equity value of $700 million but that Bidder J still did not have any committed debt or equity financing in place in order to execute on its proposal and was behind Bidder D and Rithm in terms of a timeline to sign a merger agreement with respect to the potential transaction, each of which had delivered full mark-ups of the draft merger agreement in addition to demonstrating credit-worthiness. Representatives of J.P. Morgan also provided an update on discussions with the Former EMD Group, noting that the Former EMD Group had agreed to sign the draft NDA and committed to considering the information presented by J.P. Morgan regarding the sale process in good faith for the purposes of being informed on the bid process. Following a discussion, the Special Committee authorized the Company to (a) enter into exclusivity with Bidder D in order to negotiate a definitive merger agreement with respect to a potential transaction and (b) facilitate an information exchange regarding the potential transaction. The Special Committee further authorized the Company’s management to engage in compensation discussions with Bidder D following the execution of an exclusivity agreement with Bidder D (the “Exclusivity Agreement”). The Special Committee also authorized J.P. Morgan to schedule a call with the Former EMD Group regarding the $12.00 per share of Class A Common Stock proposal made by Bidder D.

On February 18, 2023, representatives of J.P. Morgan and PJT Partners engaged in discussions with representatives of Bidder D and Dechert to provide, with the permission of Bidder D, information to the Former EMD Group regarding Bidder D’s offer and identity.

Later on February 18, 2023, representatives of J.P. Morgan, PJT Partners, Weil and Latham & Watkins met with representatives of the Former EMD Group, including J. Morgan Rutman, Richard Lyon and representatives of Dechert, to discuss the potential transaction between Bidder D and the Company and the material terms of such potential transaction.

Bidder D and the Company entered into the Exclusivity Agreement on the same day, which provided for an exclusivity period that continued until the earlier of termination by Bidder D or three days after the delivery of a notice of termination by the Company (which could be delivered no earlier than March 15, 2023). The Special Committee instructed its advisors and the Company’s management to cease engaging in discussions with other potential acquirors.

Later that day (and following the execution of the Exclusivity Agreement), Bidder J submitted a revised proposal offering $12.00 to $14.00 per share of Class A Common Stock, which offer continued to lack committed debt or equity financing necessary to pay the consideration contained in such proposal. Consistent with its obligations under the Exclusivity Agreement, the Special Committee and its advisors did not respond to such proposal.

On February 21, 2023, representatives of Bidder J informed representatives of PJT Partners and J.P. Morgan that Bidder J remained interested in the potential transaction at a price per share of Class A Common Stock of $12.00-14.00 but that Bidder J reported that, to date, it had only secured $50 million in financing and would need to raise third party capital to execute its proposal. Consistent with its obligations under the Exclusivity Agreement, the Special Committee and its advisors did not respond to such outreach.

On February 26, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors present, representatives of Latham & Watkins informed the Special Committee that the Former EMD Group had requested from J.P. Morgan and PJT Partners information regarding payments that would be made to the Former EMD Group under the TRA in connection with the potential transaction with Bidder D and supporting analysis and assumptions. The Special Committee discussed this request with PJT Partners and Latham & Watkins and authorized J.P. Morgan to share this analysis with the Former EMD Group on February 27, 2023.

On March 3, 2023, the Company filed its annual report on Form 10-K, which reported that the Company was experiencing elevated redemption requests and negative impact on its ability to raise new capital from investors into its funds so far in 2023, which the Company believed was driven by a variety of factors, primarily the uncertainty and perceived instability relating to the disputes with the Former EMD Group.

Later on March 3, 2023, the Special Committee received a letter from the Former EMD Group stating that the Former EMD Group would not support the proposed transaction with Bidder D because, in the Former EMD Group’s view, Bidder D’s price undervalued the Company. Further, the Former EMD Group stated in the letter that it believed that the Company’s compensation structure was the primary cause of what it viewed as insufficient valuation in the proposals from Bidder D.

On March 5, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and the Company’s management present, the Special Committee and representatives of Latham & Watkins and PJT Partners discussed the Former EMD Group’s March 3, 2023 letter to the Special Committee, the conversations between representatives of J.P. Morgan and the Former EMD Group, the fact that Bidder D had indicated that it would be unwilling to proceed with a potential transaction without the support of the Former EMD Group, and the prospect of trying to arrange further meetings between the Former EMD Group and J.P. Morgan. After discussion, the Special Committee instructed PJT Partners and Latham & Watkins to consult with Weil and the Company’s management to progress discussions about how to best secure the Former EMD Group’s support for a potential transaction with Bidder D, since Bidder D had indicated that it would only proceed on that basis.

On March 10, 2023, the Company provided a revised draft of the merger agreement to Bidder D.

On March 16, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan advised that Bidder D continued to require the Former EMD Group’s support as a condition to signing a definitive merger agreement and proceeding with the potential transaction and that J.P. Morgan and Bidder D were continuing to attempt to engage with the Former EMD Group to gain its support. Representatives of J.P. Morgan also informed the Special Committee that Bidder D had indicated that it would be reverting with a proposal on management compensation and an updated draft of the merger agreement. The Special Committee resolved to reconvene upon receipt of Bidder D’s draft of the merger agreement and management compensation proposal.

On March 22, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan reported that Bidder D reported that it had attempted to engage directly in discussions with members of the Former EMD Group and that members of the Former EMD Group declined an offer to meet with Bidder D. Representatives of J.P. Morgan indicated that they urged Bidder D to consider the circumstances under which it would proceed without the Former EMD Group’s support, and that Bidder D indicated that it would require, at a minimum, a meeting with the Former EMD Group prior to making such determination. After discussing with representatives of PJT Partners, J.P. Morgan and Latham & Watkins, the Special Committee authorized J.P. Morgan and PJT Partners to try to again arrange direct discussions between the Former EMD Group and Bidder D.

Following Bidder D’s outreach to the Former EMD Group in March 2023, the Former EMD Group requested from the Company additional information regarding a breakdown of future TRA payments that would be due to the Former EMD Group in connection with the transaction with Bidder D, based on a variety of different assumptions. Following authorization from the Special Committee, J.P. Morgan shared this information on March 26, 2023.

On March 27, 2023, representatives of Bidder D (including its founder and one of its partners), J.P. Morgan and PJT Partners met with certain representatives of the Former EMD Group, including J. Morgan Rutman, Richard Lyon and representatives of Dechert, to discuss the potential transaction between Bidder D and the Company.

On March 27, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of PJT Partners and J.P. Morgan provided an update on the discussions between representatives of J.P. Morgan, PJT Partners, the Former EMD Group and Bidder D regarding the potential transaction. The Special Committee next discussed with representatives of PJT Partners, J.P. Morgan and Latham & Watkins whether to terminate the Exclusivity Agreement with Bidder D. The Special Committee considered the fact that the transaction with Bidder D was substantially progressed, citing the

advanced state of Bidder D’s diligence and the substantially progressed draft merger agreement, and noted that the key gating item to a final definitive merger agreement with respect to a potential transaction with Bidder D was Bidder D either (a) receiving the positive assurances it sought from the Former EMD Group that the Former EMD Group would not publicly oppose the potential transaction or (b) agreeing to sign the definitive merger agreement with respect to a potential transaction without the Former EMD Group’s support. The Special Committee resolved to reevaluate the Exclusivity Agreement after confirming whether Bidder D would consider moving forward with a potential transaction without receiving the Former EMD Group’s support for such potential transaction. The Special Committee instructed J.P. Morgan to urge Bidder D to articulate a definitive position as, thus far, Bidder D had only indicated that it was continuing to assess the situation.

On March 30, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan provided an update on J.P. Morgan’s discussions with each of Bidder D and the Former EMD Group. Representatives of J.P. Morgan stated that they had conveyed to Bidder D the Special Committee’s frustration with the delay of signing the definitive merger agreement with respect to the potential transaction and inquired as to whether Bidder D had definitively determined it would only proceed to signing with the Former EMD Group’s support. The Special Committee and representatives of PJT Partners, J.P. Morgan and Latham & Watkins then discussed alternative approaches to the potential transaction that might either (a) persuade Bidder D to execute a definitive merger agreement with respect to a potential transaction without the Former EMD Group’s support and/or (b) provide the Former EMD Group certain benefits that would persuade the Former EMD Group to support the potential transaction⁶ (collectively, the “Alternative Transaction Approaches”). After discussion, the Special Committee authorized J.P. Morgan to discuss the Alternative Transaction Approaches with Bidder D. The meeting concluded following a revisiting of the Former EMD Group’s letter to the Special Committee dated March 3, 2023, and the Special Committee resolved to forego a formal written response given that there had been numerous discussions between advisors regarding the issues described therein.

On April 3, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan and the Company’s management present, representatives of J.P. Morgan provided an overview of its discussions with Bidder D. Bidder D remained unwilling to progress the potential transaction without support from the Former EMD Group, citing (a) public relations concerns that would stem from the Former EMD Group publicly opposing the potential transaction and/or commencing litigation and (b) a lack of confidence that support from the Former EMD Group would be forthcoming, given that the Former EMD Group had sent several communications expressly stating they would not support the transaction with Bidder D and had declined to meet directly with Bidder D in the month and a half since the Former EMD Group learned of the potential transaction with Bidder D. Representatives of J.P. Morgan indicated that they were continuing to attempt to progress conversations with Bidder D regarding the Alternative Transaction Approaches. The Special Committee, the Company’s management, PJT Partners, J.P. Morgan and Latham & Watkins then discussed potential alternative acquirors if the Company were to terminate the Exclusivity Agreement with Bidder D.

On April 4, 2023, at meetings of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan noted that, following the authorization by the Special Committee on February 15 for Bidder D to engage in management compensation discussions following the execution of the Exclusivity Agreement, the Company’s management and representatives of Bidder D had discussed the Company’s existing compensation philosophy and framework and compared it to Bidder D’s existing compensation philosophy and framework. Representatives of J.P. Morgan further noted that, no terms had been agreed upon during these discussions or afterward, but that Mr. Levin had reported that he was comfortable that Bidder D would continue to compensate the investment professionals of the Company in a manner that would encourage retention and facilitate the achievement of the client consent condition set forth in the draft merger agreement with respect to the potential transaction. Additionally, Mr. Levin indicated that, if asked, he would be amenable to agreeing to an employment arrangement with Bidder D in which (a) Mr. Levin would no longer act as the Chief Executive Officer of the Company’s business, and (b) Mr. Levin was

compensated in a manner that was consistent with Bidder D’s existing compensation philosophy and framework. In addition, representatives of J.P. Morgan provided an update on the ongoing discussions with Bidder D concerning the Alternative Transaction Approaches. Representatives of J.P. Morgan stated that Bidder D intended to propose certain of the Alternative Transaction Approaches to the Former EMD Group, centered primarily around the Former EMD Considerations, in exchange for gaining the Former EMD Group’s support.

On April 5, 2023, the Special Committee received another letter from the Former EMD Group stating its unwillingness to support the potential transaction as currently structured, again asserting that the Company’s current executive compensation arrangements were resulting in a reduced valuation.

Between April 10 and April 18, 2023, the Special Committee held several meetings with its financial and legal advisors and J.P. Morgan present to discuss the Alternative Transaction Approaches, including a new Alternative Transaction Approach proposed by Bidder D whereby Bidder D would execute the definitive merger agreement without the Former EMD Group’s support but the draft merger agreement would be revised to provide that the closing of the proposed transaction would be conditioned on the Former EMD Group providing its support for the proposed transaction, and in the event such condition to closing was not satisfied, then the Company would sell the CLO Business to Bidder D (the “CLO Sale Requirement”). Representatives of J.P. Morgan provided an overview of the potential acquirors who had indicated an interest in acquiring the Company’s CLO Business during the course of the bid process and revisited prior discussions regarding the implications of a sale of only the CLO Business. Per a request from the Special Committee, representatives of J.P. Morgan provided the Special Committee with a preliminary overview of the potential economics of a sale of the Company’s CLO Business. In addition to considering this proposal, discussions between representatives of J.P. Morgan, PJT Partners and Bidder D continued during this period around other Alternative Transaction Approaches, including regarding the package of “inducements” that Bidder D had indicated it would offer the Former EMD Group in exchange for their support, which inducements included a potential rollover of the Former EMD Group’s LP Class A Units or LP Class A-1 Units into equity of Bidder D in a tax-deferred transaction. Also discussed was the possibility of the Company seeking Bidder D’s consent to publicly announce the current status of the potential transaction to the Company’s shareholders. The Special Committee consulted with its advisors on the various Alternative Transaction Approaches. During this period, the Special Committee decided to maintain the exclusive relationship between the Company and Bidder D for an additional period to assess whether Bidder D could make further progress with the Former EMD Group on the potential transaction.

On April 25, 2023, representatives of Bidder D, J.P. Morgan and PJT Partners met with representatives of the Former EMD Group to discuss certain of the Alternative Transaction Approaches centered primarily around the Former EMD Considerations and, in particular offering the Former EMD Group (and the other holders of any LP Class A Units or LP Class A-1 Units (collectively, the “Class A Unitholders” and each individually, a “Class A Unitholder”)) the ability to rollover their Class A Units into equity of Bidder D in a tax-deferred transaction.

On April 25, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan and the Company’s management present, representatives of J.P. Morgan provided the Special Committee with an overview of its discussions with the Former EMD Group and Dechert and reported that at this time, the Former EMD Group would not indicate when the Company could expect an answer from the Former EMD Group.

On May 1, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan, Weil and the Company’s management present, representatives of J.P. Morgan provided the Special Committee, its financial and legal advisors, Weil and the Company’s management with a summary of its discussions with the Former EMD Group and Dechert. In particular, representatives of J.P. Morgan reported that the Former EMD Group indicated it would require a significant amount of additional information before it would consider the package of Alternative Transaction Approaches offered by Bidder D. After discussion, the Special Committee authorized J.P. Morgan to convey to Bidder D the Former EMD Group’s requirements and request that Bidder D either (a) engage with the Former EMD Group on their requests in an effort to gain their support or (b) execute a definitive merger agreement without the Former EMD Group’s support.

On May 2, 2023, the Special Committee received a letter from the Former EMD Group, as previewed to representatives of J.P. Morgan and discussed at the meeting of the Special Committee on May 1, setting out the information requests regarding the proposed transaction with Bidder D, which were passed on to Bidder D.

On May 5, 2023, the Company filed its quarterly report on Form 10-Q, which reported that the Company was experiencing elevated redemption requests and negative impact on its ability to raise new capital from investors into its funds so far in 2023, which the Company believed was driven by a variety of factors, primarily the uncertainty and perceived instability relating to the disputes with the Former EMD Group.

Between May 2, 2023, and May 10, 2023, despite outreach at the direction of the Special Committee by representatives of PJT Partners, Bidder D did not engage substantively with the Special Committee, the Company or their respective advisors.

Bidder D had stated to J.P. Morgan over the course of the negotiation process that Bidder D was not willing to move forward with the potential transaction without the Former EMD Group’s support. With that context and following the lack of communication from Bidder D following its receipt of the Former EMD Group’s May 2 letter, the Special Committee authorized the Company to terminate exclusivity with Bidder D on May 11, 2023, and to engage with other potential acquirors regarding their willingness to consider a potential transaction that did not involve support of the Former EMD Group as a condition to signing or closing since this condition had been the gating item to executing a definitive merger agreement with respect to a potential transaction with Bidder D. Following termination of the Exclusivity Agreement, Bidder D discontinued its engagement with the Special Committee, the Company and their respective advisors regarding a potential transaction.

On May 11, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, the Special Committee and representatives of PJT Partners, J.P. Morgan and Latham & Watkins discussed the termination of exclusivity with Bidder D and the Special Committee’s strategy for engaging with alternative potential acquirors regarding a potential transaction. After discussion, representatives of J.P. Morgan provided an overview of potential acquirors that may be interested in participating in a renewed bid process, including Rithm, Bidder B, Bidder E, Bidder H and Bidder J. Representatives of PJT Partners then led a discussion of the guidelines of the renewed bid process run by the Special Committee. After discussion, the Special Committee authorized J.P. Morgan to commence outreach on the basis discussed with the Special Committee.

On May 12, 2023, the Company’s management provided to the Special Committee an updated financial projection case of the Company following the consummation of a potential transaction, with assumptions, among others, that the then-existing corporate structure remained and that the Company generated sustained investment performance in its core strategies, and did not include any potential impacts from future market volatility, derivative actions, potential strategic growth opportunities, or synergies that may be pursued with a strategic partner or from being a private company (such financial projections, the “Transaction Forecasts”). On May 13, 2023, the Special Committee approved the Transaction Forecasts and authorized the Company’s management to share the Transaction Forecasts with Rithm (as well as other potential acquirors who remained involved in the process) to facilitate its due diligence with respect to a potential transaction. On May 15, 2023, the Company’s management provided the Transaction Forecasts to Rithm.

On May 16, 2023, J.P. Morgan, acting on instructions from the Special Committee, shared an updated version of the merger agreement with Rithm, Bidder H and Bidder J in the virtual data room. The updated draft merger agreement was in substantially the same form as had been negotiated with Bidder D and bidders were instructed that comments should be limited accordingly.

On May 23, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan provided an update regarding the bid process in connection with the potential transaction, reporting that Rithm had conveyed that it intended to submit a proposal in the near term for a potential transaction which was not conditioned on the support of the Former EMD Group. Representatives of J.P. Morgan also communicated that both Bidder H and Bidder J conveyed that they remained interested in a potential transaction and were progressing their respective offers. Representatives of J.P. Morgan then noted that representatives of an asset management company not previously involved in the process (referred to as “Bidder K”) had contacted representatives of J.P. Morgan to express interest in a potential transaction.

On May 24, 2023, representatives of Rithm submitted an updated proposal to representatives of PJT Partners and J.P. Morgan to acquire the Class A Common Stock for $11.00 per share, subject to a number of assumptions and further due diligence, along with an issues list with respect to the draft merger agreement. Rithm also requested an exclusivity period of fourteen days as part of its proposal. Rithm’s updated proposal and issues list indicated that voting agreements and post-closing employment agreements were subject to discussion, the TRA would remain in place upon consummation of the proposed transaction, and that Rithm expected to enter into

employment agreements with a select group of employees concurrently with executing a definitive merger agreement with respect to a potential transaction. Rithm’s updated letter additionally indicated that Rithm was open to offering a rollover to the Class A Unitholders (including the Former EMD Group), but Rithm noted that any rollover would need to be accompanied by governance and stockholder approval mechanisms that were appropriate for a transaction in which different classes of stockholders were offered different consideration options. PJT Partners and J.P. Morgan promptly informed the Special Committee of this proposal.

On May 25, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan and the Company’s management present, representatives of J.P. Morgan provided an update on the renewed bid process in connection with the potential transaction and the progress of other potential acquirors, including that (a) Bidder H remained interested, but continued to propose a lower price per share than Rithm and had not confirmed if it would condition the signing or closing of the potential transaction on receiving the support of the Former EMD Group, (b) Bidder J remained several weeks away from being able to submit an offer, continued to lack committed financing and had indicated that discussions with the Former EMD Group were a condition to signing a definitive merger agreement with respect to a potential transaction, (c) Bidder K had entered into an NDA with the Company, gained access to the virtual data room and was performing preliminary diligence, (d) neither Bidder B nor Bidder D had responded to recent inquiries regarding the potential transaction, and (e) Bidder E had conveyed that it does not have the financing commitments to pursue the potential transaction. Representatives of J.P. Morgan further communicated that Rithm conveyed, in response to feedback from J.P. Morgan, that it intended to submit an updated offer letter that expressed more definitive positions on certain key deal points. In addition, representatives of J.P. Morgan explained that Rithm was willing to offer the Former EMD Group and all other Class A Unitholders the option to forgo the cash consideration they would otherwise receive and instead rollover their units into stock of either a subsidiary of Rithm or into Rithm itself, which may allow for those Class A Unitholders to continue to benefit from deferral of taxes. Representatives of J.P. Morgan stated that representatives of Rithm communicated to representatives of J.P. Morgan that it did not intend to condition the signing or closing of the potential transaction on the execution of a support or voting agreement with the Former EMD Group. After discussion, the Special Committee authorized its advisors to engage in negotiations with Rithm upon receipt of Rithm’s full package of proposed terms. After the attending members of the Company’s management left the meeting, representatives of J.P. Morgan discussed with the Special Committee the proposed price per share contained in the Rithm proposal of $11.00 per share of Class A Common Stock. The Special Committee resolved to reconvene upon receipt of the full package of proposed terms from Rithm.

Later that day, Rithm submitted to representatives of PJT Partners and J.P. Morgan an updated proposal to acquire the Class A Common Stock for $11.00 per share, which was substantially identical to their May 24^th proposal letter, except that it: (a) clarified that Rithm may be interested in negotiating a buyout of the TRA, but only after a definitive merger agreement with respect to a potential transaction was executed, and (b) specifically indicated that Rithm would require Mr. Levin and a limited number of other key executives to enter into new employment agreements concurrently with executing a definitive merger agreement with respect to a potential transaction and that it may seek voting agreements from key employees (but not from any non-employee equityholders, including members of the Former EMD Group). Rithm’s updated letter again indicated that Rithm was open to offering a rollover to the Class A Unitholders (including the Former EMD Group), but Rithm noted that any rollover would need to be accompanied by governance and stockholder approval mechanisms that were appropriate for a transaction in which different classes of stockholders were offered different consideration options. Representatives of PJT Partners and J.P. Morgan promptly informed the Special Committee of such proposal. Rithm later clarified to J.P. Morgan that it would be willing to proceed with a potential transaction if only Mr. Levin (and no other key executives of the Company) entered into a new employment agreement with respect to a potential transaction.

On June 1, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan, Weil and the Company’s management present, representatives of J.P. Morgan reported on their recent discussions with Rithm, Bidder H, and Bidder K. Representatives of J.P. Morgan reported that Bidder H intended to submit a proposal of $10.00 per share for 100% of the shares of Class A Common Stock, but that (a) such proposal would require divestiture of the real estate business of the Company to fund a portion of the $10.00 per share consideration and other onerous closing conditions and would not be accompanied by a revised draft of the merger agreement and (b) Bidder H had not yet conducted substantial diligence on the Company. Representatives of J.P. Morgan also stated that Bidder K intended to conduct additional due diligence before

submitting a proposal and that Rithm indicated that it intended to send a revised draft of the merger agreement. The Special Committee authorized (i) J.P. Morgan to continue to engage with Rithm regarding the open points in the offer it had submitted on May 25, 2023, and (ii) Latham & Watkins to engage with Rithm’s legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), to progress the draft merger agreement once it was received. On the same day, representatives of Bidder H submitted an offer letter to representatives of PJT Partners and J.P. Morgan to purchase 100% of the shares of Class A Common Stock for $10.00 per share, subject to a number of assumptions and further due diligence. Representatives of PJT Partners and J.P. Morgan promptly informed the Special Committee of such proposal. On June 2, 2023, at the direction of Rithm’s management, representatives of its financial advisor, Citi, sent representatives of PJT Partners and J.P. Morgan the high-level terms that would apply to the rollover being offered to the Class A Unitholders as described in the Rithm offer.

Throughout the month of June, at the instruction of the Special Committee, representatives of Latham & Watkins and Skadden continued to discuss the potential terms and structure of a rollover that could be offered to Class A Unitholders, which would allow Class A Unitholders to elect to (subject to certain terms and conditions) forgo the cash consideration they would otherwise receive and instead rollover their units into stock of either a subsidiary of Rithm or into Rithm itself. Such discussions also addressed whether such a rollover structure, if implemented, should be accompanied by a non-waivable closing condition requiring an affirmative vote of a majority of the holders of Class A Common Stock who were not eligible to participate in such a rollover (a “Majority of Unaffiliated Vote Condition”). Ultimately Latham & Watkins and Skadden agreed that if Rithm and the Company agreed to proceed with a potential transaction that included a rollover option for Class A Unitholders, then a Majority of Unaffiliated Vote Condition would be included in the definitive merger agreement with respect to such a transaction.

On June 2, 2023, at the direction of Rithm’s management, representatives of Citi sent representatives of PJT Partners and J.P. Morgan the high-level terms that would potentially apply to the rollover being considered for the Class A Unitholders as described in the Rithm offer. Representatives of PJT Partners and J.P. Morgan promptly notified the Special Committee of such terms.

On June 3, 2023, at a meeting of the Special Committee with representatives of its legal advisor and J.P. Morgan present, representatives of J.P. Morgan again reported on its recent discussions with Rithm and Bidder K. Representatives of J.P. Morgan informed the Special Committee that Rithm had indicated it would, in response to requests by the Special Committee and its financial and legal advisors, submit certain items pertaining to the open points in the Rithm proposal, including a more detailed term sheet for the potential rollover terms, a draft employment agreement for Mr. Levin and revisions to the client consent condition. Representatives of Latham & Watkins stated that it would follow-up with Skadden on these open points. In addition, representatives of J.P. Morgan conveyed that (a) Bidder K indicated that it would submit a proposal the following week and (b) Bidder H would require an additional partner or partners to purchase the real estate business of the Company as a condition to its offer.

On June 4, 2023, representatives of Skadden sent representatives of Latham & Watkins the draft term sheet setting forth the terms of the rollover.

On June 5, 2023, representatives of Skadden sent representatives of Latham & Watkins the draft voting and support agreement that Rithm was requesting from Mr. Levin and certain other employees of the Company.

On June 6, 2023, J.P. Morgan and PJT Partners received a proposal from Bidder J at a price of $11.00 per share of Class A Common Stock, subject to a number of assumptions and further due diligence. Bidder J’s updated proposal provided details regarding Bidder J’s expected sources of financing to support the payment of consideration indicated in its proposal, but Bidder J did not provide evidence of commitments with respect to such financing. The updated proposal also included requests for the Special Committee’s consent under Bidder J’s NDA for Bidder J to: (a) speak to the Former EMD Group prior to entry into any definitive agreement with respect to a potential transaction, and (b) potentially co-bid with Bidder H and certain other third parties who may be interested in acquiring the Company’s CLO business line. PJT Partners and J.P. Morgan promptly informed the Special Committee of such proposal. After consideration with its financial and legal advisors, the Special Committee ultimately provided its consent for Bidder J to co-bid with Bidder H, but did not provide its consent for Bidder J to contact the Former EMD Group.

On June 7, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan provided an update on the renewed bid process, noting

that (a) the offer received from Bidder J on the prior day indicated that Bidder J (i) had yet to secure the financing commitments required to enter into a definitive merger agreement with respect to a potential transaction, (ii) was not willing to execute definitive agreements with respect to a potential transaction without first speaking with the Former EMD Group and (iii) remained several weeks away from completing its due diligence and submitting a definitive offer, (b) Bidder K had stated an intention to submit an offer in the coming days, (c) Bidder H’s outstanding offer remained less favorable than the other offers received to date and (d) Rithm had requested to engage with Mr. Levin regarding a proposed compensation framework for his employment agreement. Representatives of J.P. Morgan also indicated that, while Rithm continued to express its willingness to execute a definitive merger agreement prior to any negotiations with the Former EMD Group, Rithm wanted to provide the Former EMD Group a briefing prior to the public announcement of the transaction. Following discussions, the Special Committee determined that Rithm should be permitted to share with Mr. Levin an indicative compensation framework for the Company’s employees following the consummation of the potential transaction, and Mr. Levin should report his feedback on such indicative compensation framework to the Special Committee so the Special Committee may assess the viability of a potential transaction with Rithm that was conditioned on Mr. Levin executing an amendment to his employment agreement.

On June 8, 2023, Rithm, through Citi, sent J.P. Morgan and Mr. Levin an indicative compensation framework for the Company’s employees following the consummation of the potential transaction and a term sheet for a long-term incentive plan.

On the same day, Bidder K sent J.P. Morgan an offer letter with a price of approximately $11.00 per share of Class A Common Stock, made up of $2.60 in cash, Bidder K shares worth approximately $6.40 and a contingent value right (“CVR”), capped at a value of $2.00 per CVR, subject to a number of assumptions and further due diligence.

On June 9, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan and the Company’s management present, representatives of J.P. Morgan provided an update on the proposals received to date and noted that Bidder K’s inclusion of a CVR in its proposal reduced the present value of its offer below $11.00 per share of Class A Common Stock, and that, therefore, the offer was less attractive than Rithm’s existing offer of $11.00 per share of Class A Common Stock. The Company’s management then discussed their review of Rithm’s indicative compensation framework, reporting that they believed that it would likely be possible to reach agreement under the framework outlined, but that additional discussions would be necessary to discuss specific terms in more detail. After discussion, the Special Committee authorized J.P. Morgan to request that Rithm increase its offer price to $12.00 per share for Class A Common Stock and indicate that if Rithm accepted the increased offer price, Rithm would be authorized to negotiate with Mr. Levin regarding a new employment agreement.

On June 10, 2023, representatives of J.P. Morgan transmitted to the Board of Directors a written memorandum disclosing J.P. Morgan’s material relationships with Rithm, Bidder H, Bidder J and Bidder K.

On June 10, 2023, representatives of Bidder H sent representatives of J.P. Morgan and PJT Partners a revised offer of $10.92 per share of Class A Common Stock, subject to a number of assumptions and further due diligence. Representatives of PJT Partners and J.P. Morgan promptly informed the Special Committee of such proposal.

On June 11, 2023, the Special Committee held a series of meetings with representatives of its financial and legal advisors, J.P. Morgan, Weil and the Company’s management present. Representatives of J.P. Morgan updated the Special Committee on discussions with Rithm, reporting that after extensive discussions and negotiations over the course of June 10^th and June 11^th, Rithm had conditionally agreed to increase its proposed price to $12.00 per share of Class A Common Stock on the basis that its assumptions regarding the aggregate amount it would need to expend on employment compensation would be accurate. Accordingly, the Special Committee authorized J.P. Morgan to grant Rithm permission to negotiate an employment and compensation package with Mr. Levin.

The Special Committee then discussed the proposal from Bidder K, including a revised draft of the merger agreement that Bidder K had sent to J.P. Morgan on June 9, 2023. Representatives of Latham & Watkins noted that the Bidder K merger agreement contained significant deviations from the form provided, resulting in significantly more conditionality and less deal certainty than the Rithm merger agreement. The Special

Committee authorized J.P. Morgan to communicate to Bidder K that Bidder K’s offer differed from the expectations of the Special Committee with respect to conditionality. The Special Committee additionally authorized J.P. Morgan to engage with the advisors to the Special Committee on open matters in the Bidder K offer and to continue discussions with Bidder K.

Representatives of J.P. Morgan then updated the Special Committee on the proposal received from Bidder H of $10.92 per share of Class A Common Stock, noting that the Bidder H proposal contained the most burdensome closing conditions provisions and the lowest price per share of all of the current proposals received in connection with the renewed bid process for the potential transaction.

Representatives of J.P. Morgan next updated the Special Committee on the proposal received from Bidder J of $11.00 per share of Class A Common Stock, noting that Bidder J still did not have the financing commitments in place in order to imminently enter into a definitive merger agreement with respect to a potential transaction and that the terms on which Bidder J was willing to transact were not known as it had not provided a mark-up of the merger agreement. Following discussion, the Special Committee authorized J.P. Morgan to request that Bidder J provide a revised merger agreement in order for the Special Committee to assess the Bidder J’s proposal.

The Company’s management next provided to the Special Committee an updated financial projection case of the Company if it were to not proceed with a potential transaction and instead pursued a standalone strategy, with assumptions, among others, that (i) the disputes with the Former EMD Group continued to (x) negatively impact the business, (y) challenge fundraising and (z) have an additional impact to redemptions, (ii) an agreement to cease the disputes with the Former EMD Group could not be reached with the Former EMD Group, (iii) that the failure to consummate a potential transaction upon completion of the strategic alternatives review would have a negative impact on the business of the Company, (iv) redemptions would not reach a level which would have a material adverse effect on the Company and (v) the Company would be able to continue as a going concern and would not pursue a winddown (such financial projections, the “Standalone Strategy Forecasts”). The Company’s management noted that the Standalone Strategy Forecasts included the results of the first fiscal quarter of 2023, as well as additional expenses for advisors given the extended length of the offer process in connection with a potential transaction. At the conclusion of this meeting, the Special Committee approved the Standalone Strategy Forecasts as the comparison case for the potential transaction and directed PJT Partners to use the Standalone Strategy Forecasts in connection with rendering its fairness opinion to the Special Committee and performing its related financial analysis, as described above in the sections titled “The Mergers — Opinions of Financial Advisors — Opinion of PJT Partners LP.” The Company (acting on the recommendation of the Special Committee) also directed J.P. Morgan to use the Standalone Strategy Forecasts in connection with rendering its fairness opinion to the Board of Directors and performing its related financial analysis, as described above in the sections titled “The Mergers — Opinions of Financial Advisors — Opinion of J.P. Morgan Securities LLC.”

On June 13, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan provided an update on the progress of the potential transactions, noting that (a) Bidder H remained interested in the potential transaction but did not intend to increase its offer price, (b) Bidder J intended to submit a merger agreement markup in the coming days and (c) Bidder K conducted diligence calls with the Company over the previous few days and requested to speak with Mr. Levin and other senior members of management regarding a compensation framework. The Special Committee noted that the Bidder K’s proposed price was not competitive with the proposals received from other potential acquirors, and that the Bidder K merger agreement continued to contain significant conditionality, and so declined to authorize compensation discussions between Bidder K and Mr. Levin. The Special Committee then authorized J.P. Morgan to convey to Bidder K that it must advance its proposed timeline for entering into a definitive merger agreement with respect to a potential transaction with the Company, increase the proposed price and reduce conditionality before the Special Committee would be prepared to authorize discussions on compensation between the Company’s management and Bidder K.

On June 14, 2023, representatives of Bidder J sent a revised merger agreement to representatives of Latham & Watkins.

On June 15, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan discussed the progress of potential acquirors in connection with the potential transaction, noting that representatives of J.P. Morgan communicated to (a) Bidder H that the Special Committee did not intend to move forward with Bidder H’s proposal and (b) Bidder K that

Bidder K’s proposal had a lower offer price and more burdensome conditions to closing than the Special Committee was willing to accept at this time. Representatives of J.P. Morgan discussed conversations between Rithm and Mr. Levin regarding compensation of the Company’s management. Representatives of J.P. Morgan also raised that Bidder J submitted a revised merger agreement. Representatives of Latham & Watkins then discussed the revised merger agreement received from Bidder J. It was noted that the revised merger agreement proposed by Bidder J contained significantly more conditionality than the Rithm offer and was also behind from a “speed to execution” perspective. Notably, unlike the Rithm offer, which had a creditworthy counterparty that the Company could seek recourse against to pay the closing consideration and damages in the event of a breach of the merger agreement, Bidder J did not provide any financing commitments from creditworthy parties to support payment of the closing consideration, and delivered a merger agreement that prevented the Company from seeking any damages from a creditworthy counterparty in the event of a breach of the merger agreement. In addition, it was discussed that the transaction proposed by Bidder J may make client consent more difficult to obtain because Bidder J had indicated its intent to not have Mr. Levin (considered a “key man”² under certain client arrangements) continue in a long-term role at the Company following the closing of the potential transaction, and instead Bidder J intended that the Company’s investment function would be overseen by an “Office of the CIO” which would include (without limitation) representatives of Bidder J and certain third parties that had no affiliation with the Company but would be selected and hired by Bidder J. As such it was discussed that the client consent condition as currently proposed by Bidder J — while similar to the one negotiated with Rithm — may be more difficult for the Company to satisfy. Latham & Watkins also advised that there were a number of material terms in the revised merger agreement which remained subject to further diligence or consideration by Bidder J, including all tax matters (which were reserved for comment), the extent to which Bidder J would need to carve-out and divest the CLO Business to an unaffiliated third party contemporaneously with the closing of the proposed transaction, the terms of a rollover that would be offered to Class A Unitholders and the extent to which any additional third-party consents would be closing conditions to the potential transaction. The Special Committee authorized Latham & Watkins to provide feedback on the revised merger agreement to Bidder J’s outside counsel (which representatives of Latham & Watkins did later that day).

On June 19, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan and Weil present, representatives of J.P. Morgan provided an update on J.P. Morgan’s discussions with Rithm and Bidder J. Representatives of J.P. Morgan informed the Special Committee that Bidder J continued to progress its proposal but communicated that it had not yet secured the financing in order to consummate the potential transaction and that it wanted access to additional diligence materials. The Special Committee authorized its financial and legal advisors to prepare responses to Bidder J’s diligence requests and provide Bidder J this additional access.

On June 23, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan and Weil present, J.P. Morgan provided an update on the potential acquirors involved in the potential transaction, noting that Bidder K conveyed to J.P. Morgan that Bidder K did not intend to progress its offer and communicated it was no longer willing to proceed with a potential transaction on the price contained in its prior proposal.

Also on June 23, at the instruction of the Special Committee, Latham & Watkins sent Skadden a revised draft merger agreement which (a) required Rithm to offer a rollover to Class A Unitholders, subject to certain terms and conditions, and (b) included a Majority of Unaffiliated Vote Condition. On June 26, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan, Weil and the Company’s management present, representatives of Latham & Watkins reported that Rithm had requested to arrange discussions with the Former EMD Group, and representatives of J.P. Morgan reported that Rithm was unwilling to execute a definitive merger agreement with respect to a potential transaction unless Rithm was authorized to engage with the Former EMD Group prior to the planned signing date.

On June 27, 2023, representatives of Rithm, Skadden, Citi, Latham & Watkins, Weil, J.P. Morgan, PJT Partners and the Company’s management discussed the Rithm proposal, the ongoing negotiations of transaction documents and the potential for discussions between Rithm and the Former EMD Group. During these discussions, Rithm confirmed that it would be unwilling to execute a definitive merger agreement with respect to a potential transaction unless Rithm was authorized to engage with the Former EMD Group prior to the planned signing date.

On June 28, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors present, representatives of Latham & Watkins updated the Special Committee on discussions between Latham & Watkins and Skadden regarding the draft merger agreement and Rithm’s proposed engagement with the Former EMD Group. The Special Committee determined that it would not consent to Rithm engaging with the Former EMD Group unless Rithm reconfirmed its proposed offer price of $12.00 per share of Class A Common Stock.

On June 30, 2023, representatives of Citi sent representatives of J.P. Morgan a proposal on behalf of Rithm for $11.00 per share of Class A Common Stock. On the same day, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, J.P. Morgan informed the Special Committee that Rithm revised its offer price to $11.00 per share of Class A Common Stock, noting that the revised price was due to Rithm’s belief that it would need to spend more money than anticipated in the form of a long-term incentive plan and retention plan for the Company’s senior leadership (excluding Mr. Levin, with whom Rithm intended to enter into revised employment agreement terms which substantially reduce his compensation). J.P. Morgan explained that Rithm had concluded, following additional diligence and focus on the proceeds allocation among the key employees, that it would be required to spend more than was provided for in its original model in order to retain and incentivize key members of senior leadership of the Company (excluding Mr. Levin), particularly in light of the significant amount of equity incentives (including the LP Class E Units referenced above) which would not receive any consideration in connection with the potential transaction. As a result, Rithm had agreed to establish (a) a long-term incentive plan and (b) a $30 million retention pool (in which Mr. Levin would not participate), also for incentive purposes. Following a discussion, the Special Committee authorized J.P. Morgan and PJT Partners to discuss the Rithm proposal with Citi in an effort to increase Rithm’s offered per share price.

On July 2, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan, Weil and the Company’s management present, the Company’s management informed the Special Committee that, as authorized and directed by the Special Committee, Rithm and Mr. Levin had made significant progress on an employment and compensation package and voting and support agreement and that Rithm had proposed a draft long-term incentive plan and retention plan for the Company’s management (excluding Mr. Levin) following the closing of the potential transaction. Representatives of J.P. Morgan raised that with the Special Committee’s approval, it would discuss the Rithm offer with Citi in an effort to increase Rithm’s offered per share price.

On July 4, 2023, representatives of Rithm and Citi communicated to representatives of J.P. Morgan that Rithm would increase its offer to $11.05 per share of Class A Common Stock and would target an announcement date of July 10, 2023. Representatives of J.P. Morgan reported the increased proposed price to the Special Committee, and accordingly the Special Committee authorized Rithm to engage in discussions with the Former EMD Group prior to the target announcement date. Representatives of Skadden sent representatives of Dechert a draft confidentiality agreement to be entered into between the Former EMD Group and Rithm.

On July 5, 2023, representatives of PJT Partners transmitted to the Special Committee a written memorandum disclosing PJT Partners’ material relationships with respect to Rithm and Bidder K.

On July 6, 2023, the Former EMD Group entered into a confidentiality agreement with Rithm.

On July 7, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan and the Company’s management present, representatives of PJT Partners reported that Bidder J had conveyed a revised proposal with a price of $11.50 per share of Class A Common Stock and a client consent threshold of 75%. When asked about the ability to meet the client consent threshold of 75%, the Company’s management conveyed its view that, given Bidder J’s stated post-closing business plans (including that the Company’s investment function would be overseen by an “Office of the CIO” which would include (without limitation) representatives of Bidder J and certain third parties that had no affiliation with the Company but would be selected and hired by Bidder J), the Company’s management remained concerned about its ability to

retain current key employees, and the likelihood of achieving the client consent condition. The Special Committee also noted that Bidder J had still not delivered any financing commitments from creditworthy parties to support payment of the closing consideration. Additionally, at this meeting, representatives of PJT Partners reviewed with the Special Committee PJT Partners’ preliminary financial analysis of the Rithm proposal, and representatives of J.P. Morgan reviewed with the Special Committee J.P. Morgan’s preliminary financial analysis of the Rithm proposal. The Company’s management informed the Special Committee of its belief that the Company would likely be able to meet the client consent condition and other closing conditions contained in the draft merger agreement with Rithm. Representatives of the Company’s management noted that voting and support agreements between Rithm and certain members of the Company’s management had been finalized. The Company’s management also reported that while the employment agreement amendment with Mr. Levin was substantially complete, there remained open issues that Rithm and Mr. Levin would continue to work through.

Following the July 7, 2023 meeting of the Special Committee, the Board of Directors convened a meeting attended by its legal advisors and financial advisors. At that meeting, representatives of J.P. Morgan discussed the bid process conducted by the Special Committee and the key terms of the Rithm proposal and the Board of Directors discussed the proposed price of the Rithm proposal and the request from Rithm to engage in discussions with the Former EMD Group regarding the potential transaction. The Special Committee discussed with the Board of Directors the process run by the Special Committee over the offer process and the counsel they received from their financial and legal advisors. Representatives of the Company’s management informed the Special Committee of the Company’s management’s expectation that the Company would likely be able to meet the client consent condition and other closing conditions contained in the draft merger agreement with Rithm and discussed an overview of the proposed changes to the compensation and retention of the Company’s management. Representatives of J.P. Morgan reviewed J.P. Morgan’s preliminary financial analysis of the Rithm proposal.

On July 8, 2023, at the direction of the Special Committee, representatives of PJT Partners and the financial advisor to Bidder J discussed the Bidder J offer, and, at the direction of the Special Committee, representatives of PJT Partners relayed to the financial advisor to Bidder J that the Special Committee would look to Bidder J to revise its proposed client consent condition.

On July 8, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors present, Ms. Engel reported that she had spoken to Mr. Levin, who had indicated that one issue with respect to Mr. Levin’s employment arrangements with Rithm remained. The Special Committee determined not to intervene in negotiations between Mr. Levin and Rithm on this matter and instructed Latham & Watkins to inform Skadden that all negotiations regarding Mr. Levin’s employment and compensation arrangements should continue to be conducted directly between Rithm and Mr. Levin and his separate counsel.

On July 9, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors present, representatives of PJT Partners provided an overview of discussions between PJT Partners and the financial advisor to Bidder J, noting that the financial advisor to Bidder J proposed to arrange discussions between Mr. Levin and Bidder J’s CEO regarding the Company’s management following the closing of the potential transaction and that the financial advisor to Bidder J indicated that it intended to propose an alternative to the proposed construct of the client consent condition but that Bidder J may revise its offer price downward based on the revisions it would make to the client consent condition construct. Representatives of Latham & Watkins confirmed that, based on discussions with the legal counsel to Bidder J, Bidder J was willing to revise the proposed construct of the client consent condition. Latham & Watkins additionally confirmed that, based on its conversations with legal counsel to Bidder J, it was of the belief that Bidder J would require additional time to complete its legal diligence on the Company.

On July 10, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors present, Ms. Engel reported that she had spoken to Mr. Levin and J.P. Morgan, and learned that (a) Rithm had agreed to increase the retention incentive program from $30 million to $35 million and allocate $5 million of its retention incentive program to Mr. Levin, (b) the offer price would not be reduced and (c) accordingly Rithm and Mr. Levin had reached an agreement on the final outstanding items in the employment arrangement. Both Rithm and Mr. Levin reported that all employment related arrangements were final and no additional open issues remained. The Special Committee and its advisors then discussed the Bidder J proposal, noting that if Bidder J were to propose a price of $11.00 per share of Class A Common Stock without a client consent condition, then the Special Committee would want to pursue a transaction in parallel with Bidder J, but that the client consent

condition as drafted presented significant closing risk that was not present in the Rithm offer, and that Bidder J also lagged behind Rithm in terms of its ability to enter into a transaction and did not provide any financing commitments from creditworthy parties to support payment of the closing consideration.

On the same day, at a subsequent meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan provided an update that Rithm requested that the Company enter into an exclusivity agreement with Rithm. Representatives of Latham & Watkins advised the Special Committee that an exclusivity agreement between the Company and Rithm would prevent the Special Committee advisors from working with Bidder J to progress its offer. The Special Committee determined that it would not authorize the Company to enter into an exclusivity agreement with Rithm. Representatives of J.P. Morgan and Latham & Watkins discussed that Rithm was scheduling discussions with the Former EMD Group and had set a target announcement date of July 17, 2023. The Special Committee authorized Latham & Watkins to engage with legal counsel to Bidder J to negotiate a more favorable client consent condition. On the same day, the financial advisor to Bidder J provided representatives of J.P. Morgan and PJT Partners with a revised client consent provision, which J.P. Morgan and PJT Partners promptly provided to the Special Committee.

Between July 10, 2023 and July 17, 2023, the financial and legal advisors of Bidder J and financial and legal advisors to the Special Committee, acting at the direction of the Special Committee, exchanged a variety of proposals and counterproposals regarding the content of the client consent condition and related provisions of the draft merger agreement with respect to a potential transaction. The final proposal was delivered by representatives of Bidder J to representatives of PJT Partners on July 17, 2023, and PJT Partners promptly provided such proposal to the Special Committee, which proposal confirmed that Bidder J would be willing to proceed with a transaction with a price of $11.00 per share of Class A Common Stock and a closing condition requiring a 80% client consent threshold for the Company CLO business line, an 80% client consent threshold for its Real Estate business line, and that Bidder J may be willing to forego a client consent threshold in respect of the Company’s Multi-Strategy and Opportunistic Credit Funds business lines, subject to ongoing discussion among Bidder J’s legal counsel and Latham & Watkins. The Special Committee authorized Latham & Watkins to prepare a revised draft of the merger agreement reflecting the terms outlined in the latest proposal from Bidder J, which it delivered on July 20, 2023, together with a renewed request for Bidder J to provide the draft equity commitment letters referenced in their form merger agreement.

Between July 11, 2023 and July 17, 2023, the Special Committee held a series of meetings, with representatives of its financial and legal advisors and J.P. Morgan present, to receive reports regarding, and discuss the status of, Rithm’s discussions with the Former EMD Group. Representatives of Latham & Watkins, PJT Partners and J.P. Morgan reported back details on the conversations between Rithm and the Former EMD Group that were relayed to them by Skadden and/or Citi, including that the Former EMD Group had provided a list of information requests and diligence-type questions regarding the potential transaction and Rithm’s proposed plans for the operation of the Company following the consummation of the potential transaction. In addition, the Former EMD Group requested copies of all transaction documentation, which at this stage had been fully negotiated between Rithm and the Company or, in the case of employment arrangements, between Rithm and Mr. Levin. Following Rithm’s request, the Special Committee authorized the provision of all documentation to which the Company was a party.

On July 17, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors present, representatives of PJT Partners informed the Special Committee that Rithm had conveyed that the Former EMD Group had raised a number of issues in connection with Rithm’s proposal for the Former EMD Group to enter into a support agreement in connection with the proposed transaction. The issues included, among other things: (a) the structure and terms of the potential rollover, including tax implications for the Former EMD Group related thereto, (b) issues relating to payments in connection with the TRA, including a request to prepay a portion of the TRA at the closing of the potential transaction, (c) requests that Rithm reimburse the Former EMD Group for historical legal fees, (d) requests that the Former EMD Group have consent rights over any press releases or public filings made in connection with the transaction, (e) the terms of a release (and exceptions thereto) from the Former EMD Group as it related to potential claims against the Company, (f) requests that Rithm reopen the agreements it had made with Mr. Levin regarding Mr. Levin’s post-closing compensation arrangements to further decrease Mr. Levin’s compensation and (g) increasing the price per share Rithm is offering to holders of Class A Common Stock and Class A Unitholders. Representatives of PJT Partners and J.P.

Morgan reported that Rithm communicated a desire to secure a support agreement from the Former EMD Group and that it sought to delay the execution of the definitive merger agreement to finalize negotiations with the Former EMD Group. Representatives of PJT Partners and J.P. Morgan reported that Rithm had communicated that it would continue to engage in negotiations regarding the Former EMD Considerations, consider the request for a price-share increase and that it intended to send Mr. Levin a revised employment agreement amendment that reflected a revised employment construct that reduced Mr. Levin’s compensation to an extent, and in a manner, that they believed the Former EMD Group would support (which employment agreement amendment was sent to Mr. Levin later on July 17, 2023).

On July 20, 2023, representatives of Citi reported to representatives of J.P. Morgan that Rithm was not able to reach agreement with the Former EMD Group on the various points referenced above and did not view a resolution of these points as likely in the near term. As such, at the request of Rithm, representatives of Citi reported to representatives of J.P. Morgan that Rithm was prepared to enter into a definitive merger agreement with respect to the potential transaction without a signed support agreement from the Former EMD Group and that it would leave open the possibility of reaching resolution on the open points relating to the Former EMD Considerations in exchange for an executed support agreement in the period following the execution of definitive documentation. However, representatives of J.P. Morgan further reported that because Rithm was ultimately hoping to continue negotiations post-signing with the Former EMD Group, Rithm did still want Mr. Levin to further decrease his compensation, and that if Mr. Levin met Rithm’s request, it would consider an increased price per share of Class A Common Stock, LP Class A Units and LP Class A-1 Units.

Between July 20, 2023, and July 22, 2023, Mr. Levin engaged in negotiations with Rithm and agreed to further decrease his overall compensation in his amended employment agreement in exchange for Rithm agreeing to increase its offer price per share of Class A Common Stock. Mr. Levin’s employment counsel and Debevoise & Plimpton LLP, employment counsel to Rithm, continued to negotiate the documentation of these new terms of Mr. Levin’s employment and compensation package, which was finalized on July 22, 2023.

On July 22, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and J.P. Morgan present, representatives of J.P. Morgan provided an update on the status of negotiations with Rithm, including that Rithm proposed to increase the proposed price to $11.15 per share of Class A Common Stock. The Special Committee discussed the revised price with its financial and legal advisors, the risks to the potential transaction if the Special Committee were to insist on another price increase and the steps necessary to execute the definitive documents for a potential transaction with Rithm. The Special Committee asked representatives of J.P. Morgan for their view regarding the likelihood of Rithm increasing its offer price above $11.15 per share of Class A Common Stock, and representatives of J.P. Morgan reported that representatives of Citi had indicated that $11.15 represented Rithm’s best and final offer. After discussion, the Special Committee authorized J.P. Morgan to convey that the Special Committee was prepared to recommend the current draft of the merger agreement to the Board of Directors, subject to resolution of any outstanding points in the definitive documentation with respect to the potential transaction and instructed Latham & Watkins to engage with Skadden accordingly.

On July 23, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors present, the Special Committee reviewed the final outcome of negotiations with Rithm, including a presentation by representatives of Latham & Watkins of the legal obligations of the members of the Special Committee and the key provisions of the draft merger agreement. At the request of the Special Committee, representatives of Latham & Watkins provided an update on discussions with Bidder J, who was not prepared to execute a definitive agreement with respect to a potential transaction at the time of the meeting. PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion, dated as of July 23, 2023, to the Special Committee that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the Public Merger Consideration to be received by the holders of shares of Class A Common Stock (other than holders of shares of Class A Common Stock that hold Partnership Units and their respective affiliates that are holders of shares of Class A Common Stock) in the Transactions was fair to such holders from a financial point of view. After discussing the final

terms of the Merger Agreement, noting: (1) the extensive bidder outreach activity by J.P. Morgan and PJT Partners since October 2022 (including engaging seventy potential acquirors, twenty-five of which signed confidentiality agreements and commenced due diligence and eleven of which submitted offers to acquire the Company or certain of its assets), (2) the fact that the Company had issued a press release in November 2022 indicating that the Special Committee had commenced a review of strategic alternatives and had yet to announce a transaction, which was creating uncertainty among fund investors, (3) the extensive deliberation of the Special Committee over the course of the strategic alternative review process, including meeting in excess of 110 times, with many of such meetings including executive sessions in which only the Special Committee and representatives of its independent financial and legal advisors were present, (4) the fact that neither Bidder J nor any other bidder was prepared to execute a definitive merger agreement with respect to a potential transaction on the same terms or timeline that Rithm was willing to execute the Merger Agreement, (5) the fact that no other bidder who remained involved in the bid process was willing to acquire the Company at a price at or in excess of $11.15 per share of Class A Common Stock, (6) the fact that, absent a potential transaction, the Company was unlikely to resolve the uncertainty and perceived instability relating to the disputes with the Former EMD Group, and as such the Company was likely to continue to experience negative effects on fund investor sentiment, and (7) the high degree of deal certainty reflected in the terms of the Merger Agreement, the Special Committee unanimously recommended that the Board of Directors approve the execution by the Company of definitive transaction documents and recommend that the Company Stockholders vote to adopt the Merger Agreement.

On the same day, the Board of Directors convened a meeting with representatives of its financial and legal advisors, PJT Partners and Latham & Watkins present, at which time the Special Committee conveyed its recommendation that the Board of Directors approve the execution by the Company of definitive transaction documents and recommend that the Company Stockholders vote to adopt the Merger Agreement. The Board of Directors then reviewed with the Company’s management, together with the Company’s legal and financial advisors, including representatives of J.P. Morgan, PJT Partners, Weil and Latham & Watkins, the final outcome of negotiations. Representatives of J.P. Morgan, as financial advisor to the Company, rendered an oral opinion to the Board of Directors, subsequently confirmed by delivery of a written opinion, dated July 23, 2023, to the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and limitations on the review undertaken by J.P. Morgan in preparing its opinion, as of July 23, 2023, the per share merger consideration of $11.15 to be received by the holders of Class A Common Stock in the merger of Rithm and the Company is fair to such stockholders from a financial point of view. After discussing potential reasons for and against the proposed Mergers described below and in the section titled “The Mergers — Purposes and Reasons of the Company for the Mergers; Recommendation of the Board of Directors and the Special Committee; Fairness of the Mergers” beginning on page 79, the Board of Directors unanimously approved and declared advisable the Merger Agreement with Rithm, the Mergers and all of the other Transactions contemplated by the Merger Agreement; declared that it is in the best interests of the Company and the Company Stockholders that the Company enter into the Merger Agreement and consummate the Transactions; and recommended that Company Stockholders vote in favor of the adoption of the Transactions and the Merger Agreement. Later on July 23, 2023, the Company, Rithm and the other parties thereto executed the Merger Agreement.

On July 24, 2023, the Company and Rithm issued a joint press release announcing the execution of the Merger Agreement before the opening of trading on NYSE.

On August 12, 2023, representatives of J.P. Morgan and PJT Partners received an unsolicited, non-binding proposal from a consortium of bidders led by the founder of Bidder J¹ (the “Consortium”) offering to acquire the Company for $12.25 per share of Class A Common Stock (such proposal, as later supplemented by the August 14 Clarifications, the “August 12 Proposal”) but which proposal, from the Special Committee’s perspective, raised a number of questions as to the adequacy of committed financing and closing certainty, as described below. The August 12 Proposal contemplated the following:

On August 13, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan, and the Company’s management present, the Special Committee discussed the August 12 Proposal with all attendees, including the steps required to evaluate the proposal and the initial impressions of the proposal. Representatives of Latham & Watkins described the restrictions imposed by the Merger Agreement on the Company and its representatives’ ability to discuss the August 12 Proposal with the Consortium and certain factors that the Special Committee should consider in evaluating whether the August 12 Proposal constituted, or was reasonably expected to lead to, a Superior Proposal (any such conclusion in the affirmative, a “Superior Proposal Determination”). In particular, representatives of Latham & Watkins made clear that the terms of the Merger Agreement with Rithm included a customary non-solicitation provision that prohibits any discussions or negotiations with the Consortium (or any other third party) unless the Special Committee and the Board (acting on recommendation of the Special Committee) makes a Superior Proposal Determination and that

a failure to abide by these terms could result in a breach of the Merger Agreement with Rithm that could potentially result in Rithm having an ability not to close the transaction or to terminate the Merger Agreement. Representatives of Latham & Watkins indicated further that the Merger Agreement with Rithm did allow the Special Committee to ask clarifying questions of the Consortium to the extent necessary to further assess any unsolicited offer.

The Special Committee discussed the August 12 Proposal and noted that while the price per share of Class A Common Stock was higher than the price per share of Class A Common Stock in the Public Merger, the Consortium had not delivered (a) documentation evidencing a binding commitment from Bidder H in respect of $260 million necessary for the Consortium to consummate the proposed transaction, (b) evidence that the amounts supplied by the Potential Funding Sources, if delivered at all, would be sufficient to pay the consideration and other fees and expenses that would be due in connection with the consummation of the transactions outlined in the August 12 Proposal, or (c) information regarding the Consortium’s anticipated timeline to signing a definitive merger agreement or satisfying applicable conditions to closing.

The Special Committee authorized its legal and financial advisors to (1) notify Rithm of the unsolicited proposal in accordance with the Company’s obligations under the Merger Agreement and (2) request that the Consortium clarify certain points in the August 12 Proposal, including, among other things, that it provide (i) documentation evidencing the debt financing commitment from Bidder H and the CLO Sale to Bidder H, (ii) a detailed sources and uses table that would set forth the Consortium’s assumptions regarding the amount of consideration necessary to consummate the transaction and the identity of each source of funding therefor, (iii) the scope of anticipated regulatory approvals that would be required in light of the Consortium members’ respective businesses, (iv) more detailed information about the proposed terms for the rollover, equity incentive arrangements and employment arrangements that were referenced in the August 12 Proposal, and (v) information regarding the proposed “Office of the CIO” to assess the nature of any proposed changes to the Company’s Investment Function following the Closing.

Later that day, at the direction of the Special Committee, (a) representatives of Latham & Watkins notified representatives of Rithm and Skadden of the August 12 Proposal as required under the terms of the Merger Agreement and (b) representatives of PJT Partners sent the Special Committee’s requested clarifications to the August 12 Proposal to representatives of the Consortium and its financial and legal advisors.

On August 14, 2023, at a meeting of the Special Committee with representatives of Latham & Watkins present, the Special Committee continued to discuss the August 12 Proposal in order to evaluate whether to make a Superior Proposal Determination.

Later that day, representatives of the Consortium provided responses to the requested clarifications to representatives of PJT Partners and J.P. Morgan, including a detailed sources and uses file (the “August 14 Clarifications”). The August 14 Clarifications indicated that, among other things: (a) the Consortium did not have documentation evidencing a binding commitment from Bidder H to fund $260 million in respect of the debt financing or the CLO Sale, (b) the Consortium estimated that the total funds required to consummate the transactions would be approximately $433 million (after taking into account cash that the Consortium anticipated to be available for use on the Company’s balance sheet at the closing of a potential transaction), and (c) the Consortium did not anticipate that the timeline to signing a definitive merger agreement and closing would be substantially longer than the timeline contemplated in the transaction with Rithm, but that the Consortium (i) was not in a position to provide detail with respect to these timelines without further information and engagement from the Company and (ii) would need to conduct additional diligence after signing a definitive merger agreement regarding the previous criminal plea by a former subsidiary of the Company and regulatory status in order to assess whether the Consortium would require the SEC to issue a 9(c) exemptive order prior to the closing of the proposed transaction. Representatives of PJT Partners promptly notified the Special Committee of the August 14 Clarifications.

On August 15, 2023, representatives of Latham & Watkins notified representatives of Rithm and Skadden of the August 14 Clarifications, as required by the terms of the Merger Agreement.

On August 16, 2023, the Former EMD Group sent a letter to the Special Committee (the “August 16 Letter”) expressing concerns that the Transactions undervalue the Company and requesting that the Company release all bidders involved in the bid process from the standstill obligations in their NDAs. Daniel Och (who is a member of the Former EMD Group) simultaneously filed a Schedule 13D/A publicly disclosing the August 16 Letter. The

transaction documents for the Public Merger provide that if any member of the Former EMD Group makes any communication to any third party that, among other things, criticizes, disparages or creates a negative impression of the Transactions, Parent or the Company, then Parent will have no obligation to offer the Rollover to the Former EMD Group. As a result, the public disclosure by Mr. Och of the August 16 Letter resulted in Parent no longer having an obligation to offer the Rollover to members of the Former EMD Group.

Later that day, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan, Weil and the Company’s management present, representatives of Latham & Watkins led a discussion of the August 16 Letter, the terms and conditions of the August 12 Proposal and key differences between the August 12 Proposal and the terms of the Merger Agreement. Representatives of J.P. Morgan and PJT Partners then discussed with the Special Committee the sources and uses file provided by the Consortium in the August 14 Clarifications. In particular, the Special Committee discussed that the August 12 Proposal understated the amount of funds necessary to consummate the transaction by approximately $217 million, including by overstating the amount of cash on the Company’s balance sheet that would be available to pay closing consideration by approximately $131 million. Additionally, the Special Committee discussed that the August 12 Proposal failed to take into account (i) the requirement to potentially repurchase the Company Warrants at a Black-Scholes Value of approximately $33 million, (ii) approximately $14 million that would be required to be paid as additional merger consideration to the Class A Shareholders and Class A Unitholders assuming a per-Class A Share price of $12.25, (iii) approximately $3 million in change of control prepayment fees under the Company’s existing indebtedness, (iv) approximately $27 million of payments required to be made under the TRA to former executive managing directors of the Company in connection with the proposed CLO Sale, and (v) certain other severance and accelerated equity incentive payments that would become payable upon the consummation of the transaction described in the August 12 Proposal.

The Special Committee then held an executive session with representatives of its legal and financial advisors present and without representatives of J.P. Morgan, Weil or the Company’s management present. The Special Committee and its financial and legal advisors further discussed the August 12 Proposal’s terms and conditions and asked additional questions of the Special Committee’s legal and financial advisors. Following discussion, the Special Committee determined that:

In light of the above, the Special Committee, following discussion with its financial and legal advisors, did not make a Superior Proposal Determination and directed the Company and its Representatives not to engage further with the Consortium with respect to the August 12 Proposal.

On August 18, 2023, in connection with the Board of Directors authorizing the filing of the preliminary proxy statement with the SEC, the Board (acting upon the recommendation of the Special Committee) adopted a resolution providing a waiver of existing “standstill” provisions under all NDAs entered into by the Company in connection with the potential transactions solely to the extent necessary to permit each counterparty to submit confidential proposals to the Board of Directors or the Special Committee. However, all other confidentiality and “standstill” provisions under such NDAs remain in full force and effect, and accordingly all parties to such an NDA with the Company (including Bidder J) are not permitted, among other things, to make public announcements with respect to proposals to acquire the Company. The Special Committee and the Board of Directors determined that the “standstill” waiver that allows confidential acquisition proposals to be submitted was consistent with its fiduciary duties and the applicable terms of the Merger Agreement, and that granting a full waiver of all applicable “standstill” provisions and allowing potential bidders who had previously signed an NDA to publicly disclose such proposals would not increase the likelihood of receiving a proposal constituting a Superior Proposal, but could cause meaningful disruption for the Company’s clients and employees. All such counterparties were informed of such waiver on August 21, 2023.

On August 22, 2023, the Former EMD Group: (i) sent a letter to the Special Committee (the “August 22 Letter”) expressing additional purported concerns about the role of the Company’s management in the sale process and requesting that the Company release certain bidders involved in the sale process from the standstill obligations in their NDAs and (ii) sent a demand pursuant Section 220 of the DGCL (the “August 22 Demand”) to the Company, seeking to inspect certain books and records of the Company. Mr. Och filed a Schedule 13D/A publicly disclosing the August 22 Letter and the August 22 Demand.

On August 24, 2023, representatives of J.P. Morgan and PJT Partners received a further updated unsolicited, non-binding proposal from the Consortium (the “August 24 Proposal”). The August 24 Proposal included the following material updates from the August 12 Proposal:

The August 24 Proposal also included requests that the Special Committee release the Consortium from certain of its obligations under its NDA with the Company in order to enable the Consortium to (i) make public statements regarding its proposals, and (ii) engage with the Former EMD Group in order to garner support for, and potentially improve, the August 24 Proposal (the “August 24 Requests”). In connection with the August 24 Proposal, the Consortium also delivered a separate letter highlighting what it perceived to be mischaracterizations in the Company’s preliminary proxy statement regarding Bidder J’s participation in the sale process to date. Representatives of PJT Partners and J.P. Morgan promptly notified the Special Committee of the August 24 Proposal.

Later that day, representatives of Latham & Watkins notified representatives of Rithm and Skadden of the August 24 Proposal as required under the terms of the Merger Agreement.

On August 25, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan, and the Company’s management present, the Special Committee discussed the August 24 Proposal, including steps required to evaluate the proposal and initial reactions to the proposal. Representatives of J.P. Morgan and PJT Partners then reviewed with the Special Committee the updated sources and uses file provided by the Consortium in its August 24 Proposal that set forth certain assumptions regarding the amount of consideration necessary to consummate the transaction and the identity of each source of funding therefor. In addition, the Company’s management provided a report, based on feedback from clients to the client relations team, regarding reactions the Company had received from clients of the Company following the Company’s filing of the preliminary proxy statement and reports in the press that a group of investors was making a competing offer to buy the Company. Feedback received from investors included that (i) clients had elected to remain invested with the Company due to its existing Investment Function and would disfavor any material changes to the Investment Function, (ii) clients had a negative reaction to (and in some cases expressed an intention to redeem assets in the event that) the individuals publicly reported in the press as seeking to buy the Company were to acquire the Company and (iii) clients continued to express concern about the disruption created by disputes with the Former EMD Group and about a post-closing governance structure in which the Former EMD Group would continue to have oversight over the Company.

Later that day, the Special Committee held a meeting in executive session with representatives of its legal and financial advisors present and without representatives of J.P. Morgan or the Company’s management present. The Special Committee discussed the potential benefits of retaining an independent consultant to aid the Special Committee in assessing the degree of closing risk associated with the Consortium Client Consent Condition proposed by the Consortium and the various feedback received from clients. The Special Committee considered the retention of a specific nationally recognized independent consultant with extensive experience consulting in the asset management industry (the “Asset Management Consultant”). The Special Committee then discussed the August 24 Proposal’s terms and conditions and asked additional questions of the Special Committee’s legal and financial advisors. Following discussion, the Special Committee determined that:

In light of the above, the Special Committee, after discussion with its financial and legal advisors, did not make a Superior Proposal Determination and directed the Company and its Representatives not to engage further with the Consortium with respect to the August 24 Proposal. Additionally, the Special Committee determined that the Special Committee was not permitted to grant either of the August 24 Requests, given that the Company was subject to customary non-solicitation obligations under the Merger Agreement (see “The Merger Agreement — Additional Agreements — No Solicitation” beginning on page 130). Furthermore, the Special Committee reviewed the Consortium’s separate letter delivered on August 24 and determined that the Consortium’s assertions regarding perceived mischaracterizations in the Company’s preliminary proxy statement were without merit.

Also on August 25, 2023, a representative of Dechert contacted a representative of Latham & Watkins to reiterate the request from the August 22 Letter that the Former EMD Group be released from its obligations under its NDA with the Company in order to seek information from, negotiate and enter into agreements with any other person that already has an NDA with the Company (including, but not limited to, Bidder H, Bidder J, and the Consortium). On August 26, 2023, at the instruction of the Special Committee, representatives of Latham & Watkins responded to the representative of Dechert explaining that such an action was prohibited pursuant to the Company’s customary non-solicitation obligations under the Merger Agreement (see “The Merger Agreement — Additional Agreements — No Solicitation” beginning on page 130), and accordingly that the requested release was not granted and all provisions of the NDA remained in full force and effect.

Later on August 25, 2023, at the instruction of the Special Committee, representatives of Latham & Watkins contacted representatives of the Asset Management Consultant to potentially engage the Asset Management Consultant to assist the Special Committee to collect information that would be helpful to the Special Committee in evaluating the risk that the Consortium Client Consent Condition would not be able to be satisfied (the “Consortium Client Consent Condition Risk”).

On August 26, 2023, representatives of J.P. Morgan and PJT Partners received a further updated unsolicited, non-binding proposal from the Consortium (the “August 26 Proposal”) offering to acquire the Company for $12.76 per share of Class A Common Stock. The August 26 Proposal included the following material updates from the August 12 Proposal and the August 24 Proposal:

Representatives of PJT Partners and J.P. Morgan promptly notified the Special Committee of the August 26 Proposal. Later that day, representatives of Latham & Watkins notified representatives of Rithm and Skadden of the August 26 Proposal as required under the terms of the Merger Agreement.

On August 27, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors, J.P. Morgan, and the Company’s management present, the Special Committee discussed the August 26 Proposal, including steps required to evaluate the proposal and initial reactions to the proposal. Representatives of J.P. Morgan and PJT Partners then reviewed with the Special Committee the updated sources and uses file provided by the Consortium in its August 26 Proposal.

The Special Committee then held an executive session with representatives of its legal and financial advisors present and without representatives of J.P. Morgan or the Company’s management present. The Special Committee further discussed the August 26 Proposal’s terms and conditions with the Special Committee’s legal and financial advisors. Following discussion, the Special Committee determined that:

In light of the above, the Special Committee, after discussion with its financial and legal advisors, did not make a Superior Proposal Determination. The Special Committee also determined to send a letter to the Consortium outlining the threshold issues that continued to prevent the Consortium’s proposals from being reasonably expected to lead to a Superior Proposal and describing ways in which the Consortium could modify its proposals to resolve such threshold issues. Because the Company remained subject to non-solicitation obligations under the Merger Agreement that prevented any such communication (see “The Merger Agreement — Additional Agreements — No Solicitation” beginning on page 130), the Special Committee instructed Latham & Watkins to seek Rithm’s consent to the Special Committee sending such a letter. Latham & Watkins did so, and on August 28, 2023, Skadden indicated that Rithm had agreed to provide such a consent.

On August 28, 2023, at a meeting of the Board of Directors with representatives of J.P. Morgan, PJT Partners and Latham & Watkins present, the Board of Directors discussed the August 24 Proposal and the August 26 Proposal, the Special Committee’s determinations with respect thereto and the Special Committee’s desire to send a letter to the Consortium to provide specific feedback on the August 24 Proposal and the August 26 Proposal. The Board of Directors also discussed certain incorrect information that was being publicly reported and the negative impact these inaccurate reports could have on the Company and the Company Stockholders, and considered making a public statement with respect to the August 24 Proposal and August 26 Proposal. The Board of Directors noted that, pursuant to the terms of the Merger Agreement, in the event the Company made such a public statement, Rithm was entitled to ask the Board of Directors to re-affirm their recommendation with respect to the Transactions (which Rithm ultimately requested). The Board of Directors determined that, if the

Special Committee determined that such a public statement was in the best interest of the Company Stockholders, then the Board of Directors would include a re-affirmation of its recommendation to the Company Stockholders with respect to its support for the Transactions with Rithm in any such public statement.

On August 29, 2023, the Former EMD Group sent a letter to the Special Committee (the “August 29 Letter”) expressing concerns about the Transactions and the bid process, and Mr. Och filed a Schedule 13D/A publicly disclosing the August 29 Letter. The August 29 Letter reiterated the request from the August 16 Letter for the Company to release Bidder J, Bidder H and the Former EMD Group from the standstill obligations in their NDAs.

Later that day, at approximately 12:30 P.M. Eastern Time, representatives of J.P. Morgan and PJT Partners received a letter from the Consortium, which they promptly relayed to the Special Committee, in which the Consortium requested that the Special Committee respond by 4:00 P.M. Eastern Time on the same day with (i) responses to the August 24 Requests, and (ii) confirmation as to whether the Special Committee had made a Superior Proposal Determination. On the same day, representatives of Latham & Watkins notified representatives of Rithm and Skadden of this letter.

Later that day, at the direction of the Special Committee, PJT Partners delivered a letter from the Special Committee (the “August 29 Feedback Letter”) to the Consortium, in which the Special Committee explained that certain threshold issues continued to prevent the Consortium’s proposals from being reasonably expected to lead to a Superior Proposal. Key excerpts of the letter identifying the threshold issues are included below:³

The August 29 Feedback Letter further explained that the Special Committee did not view the above challenges as insurmountable, and that the Consortium could resolve the above threshold issues by making the following modifications to its proposals. Key excerpts of the letter identifying the solutions to address the threshold identified are included below:

Also on August 29, 2023, the Company formally responded to the Former EMD Group regarding the August 22 Demand and issued a press release publicly disclosing such response.

Also on August 29, 2023, the Special Committee formally authorized the engagement of the Asset Management Consultant as an independent consultant to the Special Committee for the purpose of assisting the Special Committee in collecting information that would be helpful to the Special Committee in evaluating the Consortium Client Consent Condition Risk.

Between August 30, 2023 and September 13, 2023, representatives of the Asset Management Consultant took a series of steps in connection with assisting the Special Committee in evaluating the Consortium Client Consent Condition Risk. These steps included, without limitation, (i) arranging meetings with key investment professionals and client relations professionals of the Company, (ii) undertaking an independent review of certain information provided by the Company, including with respect to the Investment Function of the Company, client base and client intermediaries, revenue run rate/client concentration, key-man provisions and redemption rights contained in certain client agreements, and certain feedback received from clients relevant to the Consortium Client Consent Condition Risk analysis, (iii) reviewing the proposals from the Consortium (and responses to clarifying questions received from the Consortium) and (iv) other publicly available information (collectively, the “Assessment Steps”).

On August 30, 2023, after being informed that certain news outlets were planning to publish leaked reports regarding the August 26 Proposal that the Special Committee believed may be incomplete and misleading, the Company (on instruction from the Special Committee) issued a press release (the “August 30 Press Release”) confirming receipt of the August 24 Proposal and August 26 Proposal and reporting that (i) the Special Committee did not make a Superior Proposal Determination, for the reasons described above, and (ii) the Board of Directors had re-affirmed its recommendation that the Company Stockholders vote in favor of the adoption of the Merger Agreement.

In response to the August 29 Feedback Letter and the August 30 Press Release, on August 31, 2023, representatives of J.P. Morgan and PJT Partners received a further updated unsolicited, non-binding proposal from the Consortium (the “August 31 Proposal”) purporting to resolve all issues raised in the August 29 Feedback Letter and offering to acquire the Company for $12.76 per share of Class A Common Stock. The August 31 Proposal included the following material updates from the August 26 Proposal:

Representatives of PJT Partners and J.P. Morgan promptly notified the Special Committee of the August 31 Proposal.

Also on August 31, 2023, Rob Shafir, former Chief Executive Officer of the Company, released an open letter to the Special Committee stating that is not credible that the Consortium (i) would not be acceptable to the Company’s limited partners and (ii) does not have committed financing required to complete a definitive transaction with the Company. Mr. Shafir further stated he will not be supporting the Mergers.

On September 1, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and the Asset Management Consultant present, the Special Committee discussed the August 31 Proposal, including steps required to evaluate the proposal and initial reactions to the proposal. At the request of the Special Committee, representatives of the Asset Management Consultant provided updates regarding their work conducted to date and the information that the Asset Management Consultant would require from the Company to complete its work. Representatives of Latham & Watkins also noted additional information needed to appropriately assess the August 31 Proposal. The Special Committee instructed Latham & Watkins to assist in preparing a set of clarifying questions for the Special Committee’s approval that would help the Special Committee and its independent advisors to more fully assess the August 31 Proposal (which it did, following discussion with PJT Partners and, as it related to questions regarding the Consortium Client Consent Condition Risk, the Asset Management Consultant).

Later that day, at a meeting of the Special Committee with representatives of its financial and legal advisors present, the Special Committee reviewed the draft clarifying questions related to the August 31 Proposal (the “September 1 Clarifying Questions”), which included a variety of questions relevant to the Special Committee’s assessment of the Consortium Client Consent Condition Risk, including relating to (a) the proposed “Office of the CIO”, including details regarding its role, discretion and oversight of, and its impact on, the Company’s Investment Function and the identity of the individual(s) having ultimate discretion over investment decisions and employment decisions, as well as whether such individuals had a track record of working together in a similar CIO function, (b) the role the members of the Consortium are expected to play in the Investment Function and operation of the business, (c) the nature of the governance arrangements relating to the Consortium’s control over the Company (and its investment decisions), and (d) the Consortium’s proposed plans

for identifying and mitigating conflicts of interest that may arise because members of the Consortium or “Office of the CIO” may continue in their roles at competing asset management firms. The September 1 Clarifying Questions also included questions regarding (i) the form of financial guarantee proposed by the Consortium, (ii) the Consortium’s requirements with respect to proposed regulatory approvals, and (iii) any diligence or discussions that would be a condition to the Consortium signing a definitive merger agreement. The Special Committee authorized PJT Partners to provide the September 1 Clarifying Questions to the Consortium and request that the Consortium respond as soon as practicable.

On the same day, (a) representatives of Latham & Watkins notified representatives of Rithm and Skadden of the August 31 Proposal, as required under the terms of the Merger Agreement and (b) per the direction of the Special Committee, representatives of PJT Partners sent the September 1 Clarifying Questions to representatives of the Consortium and its financial and legal advisors.

On September 3, 2023, representatives of the Consortium provided responses to the September 1 Clarifying Questions to representatives of PJT Partners and J.P. Morgan (the “September 3 Clarifications”), including a draft guarantee and revised draft merger agreement. The September 3 Clarifications indicated that, among other things:

On September 5, 2023, at a meeting of the Special Committee with representatives of its independent financial and legal advisors and the Asset Management Consultant present, the Special Committee discussed with representatives of the Asset Management Consultant the Consortium Client Consent Condition Risk. The Special Committee discussed with its advisors that, among other things, (i) the September 3 Clarifications outlined meaningful proposed changes to the Company’s Investment Function, including the extent to which certain key employees would be able to exercise investment discretion and made it clear that the individuals that were proposed to occupy the “Office of the CIO” had never worked together in a similar capacity or managed money together, and thus were likely to be viewed by clients as not having a track record (collectively, the “Investment Process Changes”), (ii) based on feedback from clients to the client relations team, a number of clients of the Company had already raised concerns about the potential for changes to the Investment Function and that, given the large concentration of revenue run rate in a small number of clients, a small number of clients failing to provide consent could result in a failure to satisfy the Consortium Client Consent Condition, and (iii) these Investment Process Changes increased the risk that certain key employees would not remain with the Company. The Special Committee determined that it would continue to review and consider the August 31 Proposal and the September 3 Clarifications and would not make any formal determination with respect to the August 31 Proposal until it had an opportunity to review the information collected by the Asset Management Consultant in full.

On September 7, 2023, at a meeting of the Special Committee with representatives of its independent financial and legal advisors and the Asset Management Consultant present, representatives of the Asset Management Consultant discussed the information collected to date. The Asset Management Consultant noted that typical drivers of client loss following a change of control include (i) departures of key persons and/or destabilization of an investment team, (ii) material changes to the Investment Function and (iii) concerns about overall firm governance and ownership.

On September 8, 2023, representatives of J.P. Morgan and PJT Partners received an e-mail from representatives of the Consortium (the “September 8 E-mail”), which they promptly provided to the Special Committee, in which such representatives speculated that the reason that the Special Committee had not responded to the August 31 Proposal was because the Special Committee was prepared to reject the August 31 Proposal due to concerns about the likelihood of satisfying the Consortium Client Consent Condition. The Consortium expressed their view that the Special Committee’s unwillingness to find the Consortium Client Consent Condition superior to the Rithm Client Consent Condition did not account for the Company’s obligations to its clients.

On September 13, 2023, at a meeting of the Special Committee with representatives of its financial and legal advisors and the Asset Management Consultant present, the Special Committee discussed the Consortium Client Consent Condition with the Asset Management Consultant and reviewed the information provided by the Asset Management Consultant. After the Asset Management Consultant had exited the meeting, the Special Committee and its financial and legal advisors further discussed the August 31 Proposal’s terms and conditions and the Special Committee asked additional questions of its legal and financial advisors. Following discussion, the Special Committee determined that there were a variety of factors that created risk that a transaction could ever be signed with the Consortium and then closed including, without limitation, that:

In light of the above, the Special Committee did not make a Superior Proposal Determination with respect to the August 31 Proposal. The Special Committee also considered whether it would be beneficial to send further feedback regarding the August 31 Proposal and the September 8 E-mail to the Consortium, however, the Special Committee determined that the August 29 Feedback Letter was comprehensive and still represented the Special Committee’s position with respect to all threshold issues that continued to prevent the Special Committee from making a Superior Proposal Determination. Accordingly, the Special Committee determined not to send feedback to the Consortium, consistent with its non-solicitation obligations under the Merger Agreement (see “The Merger Agreement — Additional Agreements — No Solicitation” beginning on page 130).

As described in the section titled “The Mergers — Background of the Mergers” beginning on page 37, the Board of Directors duly established the Special Committee and delegated to it the exclusive power and authority, among other things, to (i) conduct an independent review of an unsolicited outreach from Bidder A regarding a potential strategic transaction and make an independent determination with respect thereto; (ii) evaluate strategic alternatives that may otherwise be available to the Company; and (iii) take all other actions relating to such a potential strategic transaction and any alternatives as the Special Committee may deem to be necessary or appropriate in order for the Special Committee to discharge its duties, including, but not limited to, the power to (A) negotiate or direct the negotiation of a potential strategic transaction, and ultimately determine whether any

proposed potential strategic transaction is advisable, fair to, and in the best interests of, the Company and the Company Stockholders, (B) obtain assistance from the officers, employees, and agents of the Company as the Special Committee may deem to be necessary or appropriate and (C) retain and employ, or direct the Company to retain and employ, legal, financial and other advisors to advise it and assist it in connection with fulfilling its duties and functions. In forming the Special Committee, the Board of Directors also resolved not to approve or recommend for approval by the Company Stockholders any potential strategic transaction without a prior favorable recommendation by the Special Committee.

The Special Committee, acting with the advice and assistance of its independent legal and financial advisors, as well as the Company’s financial advisor, evaluated and negotiated the Merger Agreement and the Transactions, and after careful consideration, at a meeting of the Special Committee held on July 23, 2023, the Special Committee, among other things, unanimously:

On August 28, 2023, the Special Committee unanimously recommended that the Board of Directors re-affirm its recommendation of the Merger Agreement to Company Stockholders for approval and adoption.

On July 23, 2023, after careful consideration, based in part on the unanimous recommendation of the Special Committee, the Board of Directors, pursuant to resolutions adopted at a meeting of the Board of Directors, among other things, unanimously:

On August 30, the Board of Directors unanimously re-affirmed its recommendation of the Merger Agreement to the Company Stockholders for approval and adoption.

On July 23, 2023, based on the unanimous recommendation of the Special Committee and the instruction of the Board of Directors, Holding Corp, as the general partner of the Operating Partnerships, pursuant to resolutions adopted by written consent in lieu of a meeting, among other things, approved, authorized, confirmed, ratified, accepted and adopted the Merger Agreement and the Mergers in all respects. No other partnership proceedings on the part of the Operating Partnerships are necessary for the Operating Partnerships to consummate the Transactions, including the LP Mergers, other than the filing of certificates of merger with respect to the LP Mergers with the Delaware Secretary of State.

In considering the recommendation of the Board of Directors with respect to the Mergers, you should be aware

that executive officers and directors have certain interests in the Mergers that may be different from, or in addition to, the interests of the Company Stockholders generally. The Special Committee, consisting entirely of independent directors, and the Board of Directors were aware of these interests and considered them, among other matters, in evaluating the Merger Agreement and the Transactions and in making its decision to recommend that the Board of Directors adopt and approve the Merger Agreement and the Transactions. For more information about these interests, refer to the section titled “The Mergers — Interests of the Directors and Executive Officers of the Company in the Mergers,” beginning on page 107. The Special Committee and the Board of Directors believe that the Merger Agreement and the Transactions are fair to the Company Stockholders.

The Special Committee engaged its own legal and financial advisors and received advice throughout the negotiations from such advisors. Since the members of the Special Committee are disinterested with respect to the Transactions, independent of, and not affiliated with, Parent, the Class A Unitholder Stockholders or the Rollover Holders, the Special Committee believed that it could effectively represent the interests of the Non-Unitholder Stockholders in negotiating the terms of the Merger Agreement and the Transactions and in making its decision to recommend that the Board of Directors approve and declare advisable the Merger Agreement and the Transactions.

In evaluating the Merger Agreement and the Transactions and making the decisions, determinations and recommendations described above, including the decision to re-affirm their prior recommendations on August 28, 2023 and August 30, 2023, respectively, the Special Committee and the Board of Directors, considered, among other things, the following potentially positive factors, which are not intended to be exhaustive and are not presented in any relative order of importance:

in each case, subject to and in accordance with the terms and conditions of the Merger Agreement;

In evaluating the Merger Agreement and the Transactions and making the decisions, determinations and recommendations described above, the Special Committee and the Board of Directors considered, among other things, a number of procedural safeguards that they believed were and are