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Look, we absolutely love it but financial journalism isn’t for everyone. To outsiders, it can seem like a dry repetitive numberwang with little human drama.
It’s important, but sometimes it can boil down to ‘numbers go up/down’. There’s a reason why even finance types love martial references. It can add a thin patina of glamour to the daily lives of spreadsheet warriors.
Kudos, therefore, to Dan Och and his undimmed zeal to insert some delightfully public and petty drama into our world:
Dear Special Committee Members,
We write to express our concerns with the sale process involving the proposed acquisition of Sculptor Capital Management, Inc. (the “Company”) by Rithm Capital Corp. (“Rithm”). We believe that the transaction with Rithm substantially undervalues the Company and penalizes all shareholders for the Board of Director’s breaches of fiduciary duty and the lack of proper oversight that has repeatedly destroyed shareholder value. Our group previously expressed concerns that the Board would pursue a transaction that does not reflect the full value of the Company, that would not maximize value for the benefit of all shareholders, and that further entrenches the interests of current Company management.
. . . We remain open to supporting a transaction that would deliver maximum value to all shareholders and account for the massive diversion of value to management, which comes entirely at the expense of the Company’s shareholders. Consistent with that, as you know, we have been working diligently, but so far unsuccessfully, with Rithm both prior to and since the public announcement of the transaction to see if the terms of the deal can be sufficiently improved for shareholders so that we would be comfortable supporting it. Absent material changes to the proposed transaction, we will vigorously oppose this transaction.
Here is some background to what is becoming one of the longest-running and nastiest feuds in the hedge fund industry: former Goldman trader Daniel Och founded Och-Ziff Capital Management back in 1994, led it successfully and ultimately to a public listing in 2007 — one of the few hedge funds to ever IPO.
But then the hedge fund was hammered by a massive African bribery scandal. It haemorrhaged money and had to pay regulator $412mn to settle the charges. Och stepped down and handed the investing reins to his protégé Jimmy Levin. They then quickly and spectacularly fell out, and have been feuding ever since
Och-Ziff was renamed Sculptor, but the feud continued and the hedge fund never regained its vim, leading the board to put it up for sale. In July, it agreed to sell itself to real estate investor Rithm Capital for $639mn, hoping to draw a line under the fight.
But no! Not only does Och oppose the deal (struck at an 18 per cent premium to Sculptor’s long-depressed share price), he also returned to his favourite topic (Levin) in the letter:
On December 17, 2021, the date that the Board of Directors approved the exorbitant compensation package for CEO James Levin, the Company’s stock was trading at $20.02. Just over 18 months later, the Board now has approved a deal that would pay the public shareholders $11.15 per share, just a fraction of what the stock was once worth. In view of this history, we find it impossible to understand how Marcy Engel, the Chair of the Board, could claim that this deal “deliver[s] a great outcome for Sculptor shareholders.” Memories are not that short.
Ironically, the whole sale process was a central part of a truce between Sculptor and Och earlier this year, after Och indicated he knew there was interest in buying his former baby.
Now he is saying that some of these potential mystery bidders might have been excluded from the process because of restrictions based on non-disclosure agreements. Alphaville’s emphasis below:
Based on the public disclosures and the reactions we have heard from third parties, we believe that the Special Committee failed, and is continuing to fail, to run a sale process that is designed to achieve the best result for all shareholders and is consistent with the Board’s duties under law. We understand that there may be potential bidders who were excluded from the process prior to the announcement of the Rithm transaction and/or who are interested in transacting with the Company for higher value at this time but may be prohibited by restrictions in their non-disclosure agreements from making proposals to the Company and its shareholders. We encourage the Special Committee to release all bidders from any such restrictions on the ability of third parties to make public their offers or indications of interest for the Company — a policy of transparency that surely advances the Special Committee’s duty to maximize shareholder value. A free and open process, unrestricted by the demands of management, will have the highest chance of producing the best outcome for shareholders.
In addition, we understand that senior management may have interacted with potential buyers or their representatives to influence the outcome in their favor and to the potential detriment of the Company’s shareholders. This appears to explain the structure of the Rithm deal and the fact that the Special Committee apparently did not seriously entertain the expressions of interests of other bidders, whose proposals were focused more on shareholder value than the interests of senior management.
Who could these restricted parties be? ????
Further reading
— For sale: heavily worn multi-strategy hedge fund
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