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September 20, 2023
Dava Ritchea
Chief Financial Officer
Sculptor Capital Management, Inc.
9 West 57th Street
New York, New York 10019
Re:Sculptor Capital Management, Inc.
Revised Preliminary Proxy on Schedule 14A
Filed September 14, 2023
File No. 001-33805
Dear Dava Ritchea:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Amendment No. 1 to Preliminary Proxy Statement filed September 14, 2023
Background of the Mergers, page 37
1.We note your response to prior comment 5.  Where you reference the level of client
consents received for the Rithm Transaction to date, please quantify the level of clients
you have received.
2.We note your response to prior comment 7.  We note that the Special Committee and the
Board appeared to place particular weight on what it viewed as contingencies in the
financing for the bid by the Consortium.  In particular you discuss the fact that the
Consortium relied on equity guarantees from the parties as well as other funding
contingencies, was apparently among the key factor that led the Special Committee and
the Board to conclude that the Consortium's bid presented significant risks and
therefore was sufficiently unlikely to lead to a Superior Proposal.  It appears that the
identity of the Consortium's key members, including the guarantor, is material to an
investors understanding of the Special Committee's and Board's recommendation and to

 FirstName LastNameDava Ritchea
 Comapany NameSculptor Capital Management, Inc.
 September 20, 2023 Page 2
 FirstName LastNameDava Ritchea
Sculptor Capital Management, Inc.
September 20, 2023
Page 2
understand the Committee's evaluation of subsequent updates to the proposal.
3.We note your engagement of the Asset Management Consultant, who presented analysis
to the Special Committee.  Revise the proxy statement to identify the consultant.  Disclose
the material terms of all material agreements governing the relationship between the
Company and the Asset Management Consultant, and any limitations placed on the
Consultant's evaluation by the Special Committee, Sculptor Management or other related
party.  Please refer to Item 14(a)(6) of Schedule 14A, and Item 1015(b) of Regulation S-
K.
4.We note your response to prior comment 1.  Please clarify whether you requested client
feedback to conduct the Consortium Client Consent Condition Risk analysis or whether
such feedback was provided to the Company in another manner.  If you requested client
feedback, please disclose how you determined which clients should provide feedback.  To
the extent that you received client feedback from a material percentage of your client base
that would be informative in evaluating the Committee's evaluation of the Consortium
Client Consent Condition, please clarify your disclosure.
5.We note your disclosure on page 75 of the steps taken by the Asset Management
Consultant, including client feedback.  Revise the disclosure to state whether the
Consultant met with clients directly, or whether they were provided information collected
by others.  If the Consultant did not independently reach out to clients, clarify which
parties conducted that outreach, and whether there was any limitation placed on the
Consultant in seeking additional information.  Please refer to Item 14(a)(6) of Schedule
14A and Item 1015 of Regulation S-K.
6.We note your disclosure on page 78, that discussed the conclusions presented by the Asset
Management Consultant.  Revise to clarify, whether the list of items discussed in the
September 5 meeting were conclusions of the Asset Management Consultant, or were
matters of discussion between the Consultant and the Special Committee.  Similarly, on
September 7, you disclose that the Consultant discussed the "typical" drivers of client
loss.  However, it is not clear whether the Consultant then reached a conclusion as to
whether Sculptor's clients would follow a similar pattern.  If such a conclusion was
reached, it is unclear the basis for this, including whether it was based on the collected
feedback discussed on page 75, and whether the feedback was collected from a sufficient
percentage of the client base to support the Consultant's advice to the Special Committee.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Madeleine Mateo at (202) 551-3465 or Christian Windsor at (202) 551-
3419 with any other questions.

 FirstName LastNameDava Ritchea
 Comapany NameSculptor Capital Management, Inc.
 September 20, 2023 Page 3
 FirstName LastName
Dava Ritchea
Sculptor Capital Management, Inc.
September 20, 2023
Page 3
Sincerely,
Division of Corporation Finance
Office of Finance