These terms and conditions of use (this “User Agreement”) apply to this website (the “Website”) accounts on social media platforms, including Facebook, LinkedIn, Instagram, Twitter and YouTube, which Sculptor Capital Management, Inc. and its affiliates (“Sculptor Capital”, “we”, “us” or the “Company”) operates and may post content for informational, educational or other business purposes, (the “Social Media Platforms”, and collectively with the Website, the “Site”) and your use thereof. Unless otherwise stated or the context otherwise requires, all references in this User Agreement to “Site” refer to both the Website and Social Media Platforms
Please read these terms and conditions of use carefully before using the Site. By accessing and continuing to use the Site, you acknowledge that you have read, understood and agree to these terms and conditions of use. If you do not agree to these terms and conditions of use, you may not access or use the Site. Sculptor Capital reserves the right, at the Company’s discretion, to change, modify, add or remove portions of these terms at any time. Modifications will be effective immediately upon posting unless we indicate otherwise. Therefore, Sculptor Capital suggests that you review these terms periodically for changes. By using the Site after the Company has posted changes to these terms and conditions of use, you are agreeing to be bound by these terms as amended.
Sculptor Capital Grants You a Limited Right to Use the Site
You may not violate or attempt to violate the security of the Site. At any time and for any reason we may revoke your right to use all or any portion of the Site.
The Site is Owned by Sculptor Capital, its Affiliates and/or Third Parties
The Site is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Sculptor Capital, its affiliates and/or third parties. You may not decompose, decompile, reverse engineer, disassemble or otherwise deconstruct all or any portion of the Site. You may not publish, broadcast, retransmit, reproduce, repackage, frame, commercially exploit, create any derivative of or otherwise redistribute all or any portion of the Site except as explicitly permitted in this User Agreement. Furthermore, you acknowledge that to the extent a social media platform is owned by a third party, Sculptor Capital is not affiliated with such social media platform or any of its services. By using a Social Media Platform, you signify your agreement with the terms of this User Agreement, as well as the relevant terms and conditions of use that govern such social media platform, without limitation or qualification.
Disclaimer
All content is for informational purposes only. Nothing contained in the Site constitutes investment, legal, accounting or tax advice and you should not consider any such information on the Site to be the same. Neither the information nor any opinion contained in the Site constitutes a solicitation or offer by Sculptor Capital or any fund or other entity managed directly or indirectly by Sculptor Capital to buy or sell any securities, futures, options or other financial instruments. Although the Site may include investment-related information, nothing on the Site is a recommendation that you purchase, sell or hold any security or other investment, or that you pursue any investment style or strategy. We do not give any advice or make any representations through the Site as to whether any security or investment is suitable to you or will be profitable. Decisions based on information contained on the Site are the sole responsibility of the visitor. If you would like investment, accounting, tax, or legal advice, you should consult with your own financial advisors, accountants, or attorneys regarding your individual circumstances and needs. THE PAST PERFORMANCE OF ANY INVESTMENT, INVESTMENT STRATEGY, OR INVESTMENT STYLE IS NOT INDICATIVE OF NOR A GUARANTEE OF FUTURE PERFORMANCE.
There are various risks you assume in relying on the content. Dated content speaks only as of the date indicated. We make reasonable efforts to provide accurate content, but at times we may not promptly update or correct the Site even if we are aware it is inaccurate, outdated, or otherwise inappropriate. We may change all or any portion of the Site at any time without notice to you. We do not endorse the opinions of, or warrant the accuracy of facts or other content contributed by, any third party. You agree we are not liable for any action you take or decision you make in reliance on any content.
The materials in the Site are provided “AS IS” and without warranties of any kind (either express or implied, including warranties of merchantability, fitness for a particular purpose and non-infringement). To the fullest extent permissible pursuant to applicable law, Sculptor Capital disclaims any and all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.
Sculptor Capital further assumes no responsibility for and makes no warranties regarding the availability, accuracy, completeness, timeliness, functionality, reliability, sequencing, or speed of delivery of the functions contained at this Site will be uninterrupted or error-free, that defects will be corrected, or that the Site or the server that makes it available will be free of viruses or other harmful components. Sculptor Capital shall not be liable for any damages to, viruses that may infect, or services, repairs or corrections that must be performed on your computer on account of your accessing the Site.
Sculptor Capital is not liable for any technological problems regarding the Site or any impact they may have. All or any portion of the Site may not be available and may not function properly at any time. We make reasonable efforts to avoid technological problems, but at any time, the Site may have and may cause technological problems such as viruses and other damaging computer programming routines or engines. We take reasonable security precautions when using the Internet, telephone, or other means to transport data or other communications, but we disclaim liability for any interception of data or communications. We make reasonable efforts to ensure that the Website is secure, but we do not guarantee the security of the Website. We are not liable for any damage or injury caused by the performance or failure of performance of all or any portion of the Site. We are not liable for any defects, delays, or errors in or resulting from your use of the Site.
Sculptor Capital maintains historical materials and disclosures on its Website for archival and regulatory purposes. The information contained in such materials and disclosures was accurate at the time it was initially presented, and Sculptor Capital assumes no responsibility for updating information to reflect subsequent developments.
Restrictions on Use of Materials
Unless otherwise expressly noted, all information and materials, including without limitation images, illustrations, designs, icons, photographs, video clips and written and other materials, that are part of the Site are copyrights, trademarks, service marks, trade names, trade dress and/or other intellectual property owned, controlled or licensed by Sculptor Capital. No material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way; provided, however, that you may download, where specifically permitted, one copy of the materials on any single computer for your personal, non-commercial use only, provided you keep intact and properly display all copyright and other proprietary notices. You may not distribute, modify, transmit, reuse, repost, or use the content of the Website, including, without limitation, any text, images, audio and video, for public or commercial purposes without Sculptor Capital’s written permission. Modification or use of the information or materials for any other purpose will violate the copyright and/or intellectual property rights of Sculptor Capital. Sculptor Capital will not treat users of the Site as its clients by virtue of their accessing this Site.
Jurisdictional Issues
Unless otherwise specified, the materials in or accessible through the Site are directed at residents of the United States, its territories, possessions and protectorates. The Site is controlled and operated by Sculptor Capital from its offices within the State of New York, United States of America. Sculptor Capital makes no representation that materials in or accessible through the Site are appropriate or available for use in other locations or that access to them where their content is located is not illegal and prohibited. Those who choose to access the Site from other locations do so on their own initiative and are responsible for establishing the legality, usability and correctness of any information or materials under any or all jurisdictions and the compliance of that information or material with local laws if and to the extent local laws are applicable. You may not use or export the information or materials in violation of U.S. export laws and regulations. The information provided in or accessible through the Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Sculptor Capital to any registration or other requirement within such jurisdiction or country. Sculptor Capital reserves the right to limit access to the Site to any person, geographic region or jurisdiction.
Transmissions to and from the Site
Electronic communications can be intercepted by third parties and, accordingly, electronic mail, social media communications and other transmissions to and from the www.sculptor.com domain name or any Sculptor Capital social media page or account may not be secure. Do not post or send confidential, personal, account or transaction information through the Website or any Social Media Platform. Communications to Sculptor Capital, particularly those containing confidential information, should be sent by mail to: Sculptor Capital Management, Inc., 9 West 57th Street, 40th Floor, New York, New York 10019. Subject to any applicable terms and conditions set forth in our Privacy Policy, any communication or other material that you send to Sculptor Capital through the Internet or post on the Site by electronic mail or otherwise is and will be deemed to be non-confidential and Sculptor Capital shall have no obligation of any kind with respect to such information. Sculptor Capital shall be free to use any ideas, concepts, know-how or techniques contained in such communication for any purpose whatsoever, without any compensation due or payable to you.
Third Party Content and Links to Other Web Sites and Services
Sculptor Capital may post content to the Site that is generated by third parties or contains links to publications or other websites that are not affiliated with Sculptor Capital. Sculptor Capital does not review or monitor any websites linked from or to the Site and your following links from or to such websites is at your sole risk. Accordingly, Sculptor Capital cannot be held responsible for the content, security, information, materials, products or services obtained on or from such other websites, nor will Sculptor Capital be liable in any respect whatsoever for any damages arising from your access to such websites. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply any adoption, endorsement, representation or warranty by Sculptor Capital with respect to any such linked websites or the content, products or services contained or accessible through, or the operators of, such websites. Furthermore, you agree not to link any websites to Sculptor Capital’s pages on the Website without the express prior written consent of Sculptor Capital. Sculptor Capital’s use of a “like” or similar function on a Social Media Platform pertains only to the comment or post that is “liked” and is not an endorsement of the individual or organization who posted the “liked” content.
Sculptor Capital is not responsible for, and does not endorse, any third-party advertisements, messages, products, services, recommendations or other content that a social media platform may publish on Sculptor Capital’s Social Media Platforms.
Content posted on Sculptor Capital’s Social Media Platforms by third parties is the responsibility of the person who posted the content. Sculptor Capital does not adopt, endorse, or have any responsibility for the accuracy of content posted by third parties. Sculptor Capital reserves the right to remove content, and restrict or block users who post content, that is inappropriate or offensive on Sculptor Capital’s Social Media Platforms or who have online pages with such content. Sculptor Capital also reserves the right to remove promotional content posted by third parties and may restrict or block users who have online pages that are of a promotional nature. Additionally, Sculptor Capital reserves the right to remove third-party content, and restrict or block users who post content, to comply with applicable law, including because such content may be construed to constitute testimonials, advice, recommendations or advertisements for securities-related products or services, including recommendations or testimonials of Sculptor Capital products or services.
Sculptor Capital will remove content that is in violation of intellectual property rights or law. By uploading any content or images to one of Sculptor Capital’s Social Media Platforms, you agree to grant Sculptor Capital the non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable, right and license to use, publish, reproduce, modify, adapt, and distribute (in whole or in part) such content in any form, for the full term of any copyright that may exist in such content.
Sculptor Capital is not responsible for the privacy policies of any social media platform on which Sculptor Capital content may appear.
Liability
SCULPTOR CAPITAL’S LIABILITY WITH RESPECT TO THE SITE IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED ARISING OUT OF THIS USER AGREEMENT, THE SITE, OR THE INABILITY TO USE THE SITE.
OUR LIABILITY IS LIMITED EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES YOU SUFFER OR IF ANY REMEDY YOU HAVE FAILS IN ITS ESSENTIAL PURPOSE.
SCULPTOR CAPITAL, ITS AGENTS, AND EMPLOYEES UNDER ALL CIRCUMSTANCES, AND SUBJECT TO APPLICABLE LAW, WILL HAVE NO LIABILITY FOR ANY AND ALL DAMAGES TO ANY USER OF THE SITE WITH RESPECT TO THE SITE.
Governing Law and Consent to Jurisdiction
These terms and your use of the Site shall be governed by the laws of the United States of America and the State of New York without regard to its conflicts of laws principles. Any legal action or proceeding related to this Site shall be brought exclusively in a federal or state court of competent jurisdiction sitting in New York.
Additional Terms
If any provision of these terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. Sculptor Capital reserves the right to alter or delete materials from this Site at any time at its discretion.
Our Disclosures and Forward-Looking Statements
The information contained on this website (the “Website”) and accounts on social media platforms, including Facebook, LinkedIn, Instagram, Twitter and YouTube, which Sculptor Capital Management, Inc. and its affiliates (“Sculptor Capital”, “we”, “us” or the “Company”) operates and may post content for informational, educational or other business purposes (the “Social Media Platforms”) may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that reflect Sculptor Capital’s current views with respect to, among other things, future events, our operations and our financial performance. The Company generally identifies forward-looking statements by terminology such as “outlook,” “believe,” “expect,” “potential,” “continue,” “may,” “will,” “should,” “could,” “seek,” “approximately,” “predict,” “intend,” “plan,” “estimate,” “anticipate,” “opportunity,” “comfortable,” “assume,” “remain,” “maintain,” “sustain,” “achieve,” “see,” “think,” “position” or the negative version of those words or other comparable words.
Any forward-looking statements contained on this Website or a Social Media Platform are based upon historical information and on the Company’s current plans, estimates and expectations. The inclusion of this or other forward-looking information should not be regarded as a representation by the Company or any other person that the future plans, estimates or expectations contemplated by the Company will be achieved.
The Company cautions that forward-looking statements are subject to numerous assumptions, estimates, risks and uncertainties, including but not limited to the following: global economic, business, market and geopolitical conditions; U.S. and foreign regulatory developments relating to, among other things, financial institutions and markets, government oversight, fiscal and tax policy; the outcome of third-party litigation involving us; the consequences of the Foreign Corrupt Practices Act settlements with the Securities and Exchange Commission (“SEC”) and the U.S. Department of Justice; conditions impacting the alternative asset management industry; the Company’s ability to retain existing fund investor capital; the Company’s ability to successfully compete for fund investors, assets, professional talent and investment opportunities; the Company’s ability to retain its active executive managing directors, managing directors and other investment professionals; the Company’s successful formulation and execution of its business and growth strategies; the Company’s ability to appropriately manage conflicts of interest and tax and other regulatory factors relevant to the Company’s business; and assumptions relating to the Company’s operations, investment performance, financial results, financial condition, business prospects, growth strategy and liquidity.
If one or more of these or other risks or uncertainties materialize, or if the Company’s assumptions or estimates prove to be incorrect, the Company’s actual results may vary materially from those indicated in these statements. These factors are not and should not be construed as exhaustive and should be read in conjunction with the other cautionary statements and risks that are included in the Company’s filings with the SEC, including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended filed with the SEC on . There may be additional risks, uncertainties and factors that the Company does not currently view as material or that are not known. The Company does not undertake to update any forward-looking statement because of new information, future developments or otherwise.
This Website and the information contained herein or on any Social Media Platform and the information contained thereon does not constitute an offer of any Sculptor Capital fund.
UK Establishment Details
This Site is issued or approved by Sculptor Capital Management Europe Limited (“SCME”) and by Sculptor Europe Loan Management Limited (“SELM”), which are authorized and regulated by the Financial Conduct Authority (“FCA”). SCME, whose registered office is at Park House, 116 Park Street, London, W1K 6AF, United Kingdom appears in the FCA’s Register (Registration No. 190662). SCME is registered as a Private Limited Company in England and Wales (Company Number 03676366) and its VAT registration number is 749344894. SELM, whose registered office is at Park House, 116 Park Street, London, W1K 6AF, United Kingdom, appears in the FCA’s Register (Registration No. 709552). SELM is registered as a Private Limited Company in England and Wales (Company Number 09417428).
SCME and SELM are subject to the FCA rules and guidance, details of which can be found on the FCA’s website at www.fca.org.uk. The FCA is one of the two principal regulators of the financial services industry in the UK and is located at 12 Endeavour Square, London E20 1JN, United Kingdom.
Sculptor Capital LP is registered as an overseas company with UK Companies House, and its UK establishment is registered under Company Number BR024732. Sculptor Capital LP’s UK establishment office address is whose registered office is at Park House, 116 Park Street, London W1K 6AF, United Kingdom. Sculptor Capital LP is a limited partnership incorporated in the State of Delaware, USA, and is registered with the Delaware Division of Corporations (Registration No. 2832687). Sculptor Capital LP’s head office address is 9 West 57th Street, 40th Floor, New York, New York 10019, USA.
Sculptor Capital LP, London Branch is an appointed representative of SCME and appears in the FCA’s Register (Registration No. 980289). Sculptor Capital LP, London Branch is subject to the FCA rules and guidance.
SELM 2023 Regulatory Disclosures Under MIFIDPRU 8
SCME 2023 Regulatory Disclosures Under MIFIDPRU 8
The Modern Slavery Act Transparency Statements are available below.
UK Modern Slavery Act Transparency Statement – 2017
UK Modern Slavery Act Transparency Statement – 2018
UK Modern Slavery Act Transparency Statement – 2019
UK Modern Slavery Act Transparency Statement – 2020
UK Modern Slavery Act Transparency Statement – 2021
UK Modern Slavery Act Transparency Statement – 2022
UK Modern Slavery Act Transparency Statement – 2023
Commitment to the UK Stewardship Code
Under Rule 2.2.3R of the FCA’s Conduct of Business Sourcebook, Sculptor Capital Management Europe Limited (“SCME”) and Sculptor Europe Loan Management Limited (“SELM”) is each required to disclose in an accessible form a statement about the nature of its commitment to the UK Financial Reporting Council’s Stewardship Code (the “Code”) or, where it does not commit to the Code, its alternative investment strategy.
The Code itself is a voluntary set of principles that relate to the engagement by institutional investors with respect to the issuers they invest in. The expanded scope of the 2020 version of the Code now applies to all asset classes and geographies. Investors that commit to the Code can either comply with it in full or choose not to comply with aspects of the Code, in which case they are required to explain their non-compliance.
SCME
As an asset management firm, authorized and regulated by the FCA, providing investment management services in relation to a multi-strategy approach to investing, SCME has a fiduciary duty to act in the best interests of all of its investors. SCME aims to generate and protect returns in accordance with the relevant fund private placement memorandum or prospectus. SCME supports the overall objectives that underlie the Code but has chosen not to commit to the Code.
SCME pursues a multi-strategy approach to investing that involves it trading in various asset classes and jurisdictions globally. Where SCME invests in the equity of a company whose shares are admitted to trading or are traded on regulated markets, SCME routinely engages with management and occasionally the board of such companies. SCME does this to gain perspective and insight into such a company’s strategy, financial and non-financial performance, risks they perceive to their business, their capital structure and other matters, including Environment Social Governance factors where appropriate (at all times being mindful to avoid the inadvertent receipt of material non-public information). SCME’s approach to shareholder engagement under the revised Shareholder Rights Directive (“SRD II”) is set out more fully in the SRD II Statement (available at: https://static.sculptor.com/docs/shareholder-rights-directive-ii-statement.pdf).
SELM
SELM acts as an originator and manager of certain collateralized loan obligation (“CLO”) issuer vehicles that invest primarily in loan instruments and corporate bonds in a variety of jurisdictions globally. As is the case with SCME, SELM is authorized and regulated by the FCA and has a fiduciary duty to act in the best interests of all of its investors. As such, SELM also aims to generate and protect returns in accordance with the relevant fund private placement memorandum or prospectus. While SELM supports the objectives that underlie the Code, SELM has chosen not to commit to the Code.
While the scope of the Code has been expanded to cover all asset classes, in general, stewardship opportunities in relation to loan instruments and corporate bonds are more limited at this time and SELM does not presently consider that the recommendations of the Financial Reporting Council with respect to loan instruments and corporate bonds are complementary to SELM’s investment strategies. SELM does not, as part of its investment strategy, invest in shares on behalf of its CLO clients, but to the extent that it receives shares from time to time in connection with certain restructurings of the debt positions it holds, or otherwise, it will also comply with the requirements outlined in the SRD II Statement.
Shareholder Rights Directive II
Sculptor Capital Management Europe Limited and Sculptor Europe Loan Management Limited have published a statement in relation to the Shareholder Rights Directive II which is available below.
Shareholder Rights Directive II
Transparency in coverage
This link leads to the machine-readable files that are made available in response to the federal Transparency in Coverage Rule and includes negotiated service rates and out-of-network allowed amounts between health plans and healthcare providers. The machine readable files are formatted to allow researchers, regulators, and application developers to more easily access and analyze data.
https://www.cigna.com/legal/compliance/machine-readable-files
SFDR Disclosure
Sculptor Capital LP (the “Firm”) must comply with the EU’s Sustainable Finance Disclosure Regulation ("SFDR"), as a non-EU AIFM which markets funds in the EU. In connection with the forgoing, compensation-related determinations include a holistic assessment of individuals’ compliance with all Firm policies and procedures, including the Firm’s ESG policy. The Firm’s policy on the integration of sustainability risks in the investment decision making process is here.
No consideration of adverse impacts of investment decisions on sustainability factors.
However, as further detailed in client disclosures, the Firm does not consider the principal adverse impacts (“PAIs”) of its investment decisions on sustainability factors in respect of its investment fund clients. Taking into account the nature and scale of our investment activities, having carefully evaluated the SFDR’s requirements regarding principal adverse impacts and the Regulatory Technical Standards in force as from January 2023 (the "PAI regime"), at this time it would be disproportionate to comply with the SFDR’s specific PAI regime. Additional information is set forth in governing client agreements. The Firm has no immediate plans to comply with the PAI regime, but will keep this decision under periodic review.
Supplemental “Portfolio Example” Disclosures:
No securities commission or regulatory authority in the United States or in any other country has in any way passed upon the merits of an investment in any product or strategy or the accuracy or adequacy of the information contained herein or otherwise. For information about Sculptor’s business, including risks and financial information, please refer to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.
Offers or solicitations for an investment in a fund or account that is managed or sponsored by Sculptor only occur through a confidential private placement memorandum to qualified investors on a confidential basis, and subject to the terms and conditions contained in such documents.
External Sources
Certain information contained within the Portfolio Examples herein may be based on or derived from information provided by independent third-party sources. Although Sculptor believes such information is accurate and the sources from which it has been obtained are reliable, we have not independently verified the assumptions on which such information is based and therefore make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein. Certain economic and market conditions contained herein have been obtained from published sources and/or prepared by third parties and in certain cases have not been updated through the date hereof. All information contained herein is subject to revision and the information set forth herein does not purport to be complete.
The views expressed in the third-party articles and/or other media content that are posted on our website and included or referenced on the ‘In The News’ section of our site, or where third-party articles and/or other media content are posted/re-posted on Sculptor firm or employee social media platforms, represent the author’s opinions and do not necessarily reflect those of Sculptor Capital LP and/or its affiliates (collectively, “Sculptor”). The aforementioned posts, third-party articles, media content, information and/or commentary are qualified in whole by the important information below:
None of this information constitutes or forms part of an offer to issue or sell, or of a solicitation of an offer to subscribe or buy, any securities or other financial instruments offered by Sculptor, nor does it constitute a financial promotion, investment advice or an inducement or incitement to participate in any produce, offering or investment. Any offer to purchase or buy securities or other financial instruments will only be made pursuant to an offering document and the subscription documents, which will be furnished to qualified investors on a confidential basis at their request for their consideration in connection with any such offering. Any investment decision in connection with the investment product(s) or related advisory services referenced herein should be based on the information contained in a private placement memorandum.
Certain information contained in therein constitutes “forward-looking statements” that can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “expect,” “anticipate,” “target,” “project,” “estimate,” “intend,” “continue,” or “believe” or the negatives thereof or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or the actual performance of any Sculptor investment may differ materially from those reflected or contemplated in such forward-looking statements. Certain statements made herein reflect the subjective views and opinions of Sculptor and its personnel. Such statements cannot be independently verified and are subject to change. There can be no assurance any investment strategy will perform as discussed herein or that any historical trends will persist in the future. There can be no assurance any such historical trends or practices described herein will continue in the future. Past strategy allocations and exposures are not necessarily indicative of future allocations and exposures. Strategy allocations and exposures are measured on the first day of each month during the period. The past performance of any investment, investment strategy, or investment style is not indicative of nor a guarantee of future performance. Investments are subject to a risk of loss and investors may lose all or a substantial portion of their investment. Sculptor does not give any advice or make any representations through this document as to whether any security or investment is suitable to you or will be profitable.