SEC Form 8-K Summary
Registrant: Altimar Acquisition Corporation, the SPAC associated with the proposed combination involving Owl Rock and Dyal. The request identifies Blue Owl Capital Inc., but the filing is made by Altimar and predates the referenced combination.
Reporting date: February 24, 2021, reporting an event occurring February 23, 2021. The filing was submitted under Item 8.01, “Other Events.”
Business Context and Reporting Period
Altimar disclosed litigation relating to the business combination agreement announced on December 23, 2020. The filing also provides transaction-related disclosure, solicitation information, and forward-looking statement risk factors. It is not a periodic financial report.
Financial Metrics and Capital Structure
- The filing does not provide revenue, profit, cash flow, operating margins, debt, liquidity balances, or other current-period financial results.
- Altimar notes that the amount of funds available in its trust account after any shareholder redemptions could affect the anticipated benefits of the proposed combination.
- The securities listed include units, Class A ordinary shares, and redeemable warrants exercisable at $11.50 per whole warrant.
Material Changes and Legal Matters
- On February 23, 2021, GCDM Holdings, GCDM Holdings GP, GIM Holdings, GIM Holdings GP, GGP Holdings, and GGP Holdings GP filed a lawsuit in the Supreme Court of the State of New York.
- The defendants include Dyal Capital Partners entities, NB Dyal IV Advisors LLC, NB Dyal GP Holdings LLC, Neuberger Berman Group LLC, and NB Alternatives Advisers LLC.
- The complaint, case number 651226/2021, seeks, among other remedies, to enjoin transactions contemplated by Altimar’s business combination agreement.
- The filing states that Neuberger and Dyal believe the allegations are without merit and intend to vigorously oppose the lawsuit.
Outlook, Risks, and Contingencies
- Completion of the proposed transactions with Owl Rock and Dyal is uncertain and may require Altimar shareholder approval.
- Material risks include the outcome, delays, and costs of the litigation; shareholder redemptions; inability to realize expected transaction benefits; COVID-19-related economic changes; transaction costs; and potential failure to satisfy New York Stock Exchange listing standards.
- The filing states that forward-looking statements are subject to substantial risks and uncertainties and that Altimar does not undertake to update them except as required by law.
- Altimar had filed a Form S-4 registration statement containing a proxy statement and prospectus. Investors were advised to review the definitive proxy statement/prospectus and related SEC filings before voting or investing.
Most Important Facts to Verify
- Current status and resolution of New York Supreme Court case No. 651226/2021.
- Whether the proposed Altimar, Owl Rock, and Dyal transactions received required approvals and closed.
- Trust-account funds remaining after shareholder redemptions and resulting transaction financing.
- Any subsequent amendments to the Form S-4, proxy statement/prospectus, or business combination agreement.
- Post-transaction listing status and the financial results of the combined company.