The encyclopedia · Finance & Accounting · Strategic decision · 2016-2023
Sculptor Capital fought its own founder, then sold itself for a fraction of its peak value
A hedge fund once worth nearly $50 billion spent years in open war between its founder and CEO, and was sold to a mortgage REIT for under $720 million.
Sculptor Capital Management · Och-Ziff Capital Management · Rithm Capital · 2023-11-17
What happened
Och-Ziff Capital Management, founded by Daniel Och, managed nearly $50 billion at its peak. In 2016 the firm pleaded guilty to a bribery conspiracy involving officials in the Democratic Republic of Congo and Libya, and agreed to pay more than $213 million in criminal penalties plus a separate SEC settlement, on top of a later $137 million restitution plan for defrauded investors. The scandal triggered years of client redemptions; the firm renamed itself OZ Capital in 2017 and Sculptor Capital Management in 2019 while trying to outrun its own history.
Och stepped down as CEO in January 2018 and the board chose an outsider, Robert Shafir, over Jimmy Levin, then co-chief investment officer and a longtime Och family associate. Levin became CEO in 2021 anyway, and in December of that year the board approved him a pay package worth more than $145 million. Och contested the award and the succession process, seeking company records and later suing over whether directors had violated their duties. Sculptor's flagship fund underperformed peers and its shares fell 56% in 2022 alone, sliding from $20.02 in December 2021 to $9.42 by July 2023.
In July 2023, with assets under management down to roughly $34 billion, Sculptor's board agreed to sell the firm to mortgage-focused REIT Rithm Capital for $11.15 a share, about $639 million. Och argued the price undervalued the company and, in August, asked the board to release rival bidders from non-disclosure agreements. A consortium led by Saba Capital's Boaz Weinstein, joined by Bill Ackman, Jeff Yass and Marc Lasry, offered $13 a share. Och sued Sculptor and Rithm in October, alleging the board favored a lower bid to protect Levin's job and pay.
Facing the competing offer and Och's litigation, Rithm raised its bid to $12.70 a share, valuing Sculptor at about $719.8 million, a 13.9% increase over the original terms. Shareholders approved the amended deal on November 16, 2023, and the acquisition closed the next day, delisting Sculptor from the New York Stock Exchange and folding it into Rithm's push to become a diversified asset manager.
Why it happened
- A 2016 bribery guilty plea triggered years of client withdrawals that the firm's two rebrandings (OZ Capital, then Sculptor) never reversed.
- The board's 2021 pay award to Levin, over $145 million, and the succession dispute with Och split the firm publicly for two years, deterring the confidence institutional clients need to stay invested.
- By the time a sale became necessary, shrunken assets under management and a damaged public dispute left the board negotiating from weakness, and only a rival bid and a lawsuit forced a better price.
- The final $719.8 million sale price was well below the near-$50 billion the firm once managed and below what a competing consortium was willing to pay.
The lesson
A public fight between a founder and the CEO he did not choose does not stay internal — clients read it as instability and leave, leaving the board to sell from weakness.
Aftermath
Sculptor Capital Management ceased to exist as an independent, publicly traded firm on November 17, 2023, becoming part of Rithm Capital's asset-management arm. Daniel Och's litigation over the deal terms did not block the sale; the amended $12.70-a-share price stood as the final terms shareholders approved.
Sources
- Pensions & Investments — Sculptor co-founder Daniel Och blasts hedge fund's planned acquisition by Rithm
- Rithm Capital — Enters into Amended Merger Agreement to Acquire Sculptor Capital Management for $12.70 Per Class A Share
- Rithm Capital — Rithm Capital Corp. Completes Acquisition of Sculptor Capital Management
- U.S. Department of Justice — Och-Ziff Capital Management Admits to Role in Africa Bribery Conspiracies and Agrees to Pay $213 Million Criminal Fine
- Fortune — Inside the ugly dispute between a hedge fund and its founder, who elevated his kids' former camp counselor to CEO
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