Exhibit 25
Daniel S. Och
c/o Willoughby Capital Holdings, LLC
667 Madison Avenue
Floor 23
New York, NY 10065
October 4, 2022
Board of Directors
Sculptor Capital Management, Inc.
9 West 57th Street
39th Floor
New York, New York 10019
Dear Sculptor Board Members,
As a founder and a substantial stockholder of, and investor with, Sculptor Capital Management, Inc. (the “Company”), I care deeply about the Company’s stockholders, investors, employees and reputation. I have become increasingly concerned, especially over the past two years, that the Company’s board has failed to discharge its duties by, among other things, enabling and enriching a management team that is more focused on its own compensation than the Company’s future. Independent observers, such as ISS, have expressed similar concerns, and the Company’s investment returns and share price have suffered greatly over this same period of time.
Last month, several founding partners and I filed a lawsuit seeking increased transparency about the recent activities of the Company. Since the filing, I, as well as other founding partners, have been contacted by several third parties who have asked us whether the Company might be open to a strategic transaction that would not involve current senior management continuing to run the Company. It is not surprising that third parties would see the potential for such a transaction given that outside analysts have previously identified the Company’s management issues and concluded that, at its current trading price, the Company may be worth less than the sum of its parts.
I have advised these third parties that I would support consideration of any transaction that would benefit all the stockholders. Among other possibilities, I believe that the Company should be an attractive target for a well-managed asset manager that has the resources to maximize the potential of the Company’s platform as a publicly-traded asset manager. A combination of such a manager with the Company could provide: (a) a growth vehicle for that manager, (b) new, prudent leadership for the Company and (c) an opportunity for current stockholders to participate in future growth. I plan to provide this feedback to any additional third parties that contact me about the Company. I also may decide to have further discussions with one or more of these third parties. Since I have no role in managing or supervising the Company, I would not be surprised if one or more of these third parties decides to contact the Board or the Company to discuss their interest.
I am writing now to advise you of these inquiries and to remind you of your own fiduciary obligations to the Company’s stockholders. I fear that the Board’s prior actions (and omissions) have facilitated the entrenchment of the Company’s existing management team (despite its poor performance). The Company cannot afford for the Board to continue to put the interests of management above those of stockholders. Specifically, no bids should be favored or disfavored based on whether the Company’s existing management team would continue to run the Company or any part of it following a transaction. Any potential transaction should be considered based solely on the best interests of all stockholders, and any director beholden to management or who otherwise cannot fulfill that duty should be recused from the Board’s deliberations.
