Business Context and Reporting Period
This Form 8-K was filed by Altimar Acquisition Corporation on May 18, 2021, in connection with the shareholder vote on its proposed business combination with Owl Rock Capital Group and Dyal Capital Partners. The combined company was expected to be named Blue Owl Capital Inc. and the transaction was expected to close on May 19, 2021, subject to customary closing conditions.
The filing registrant is Altimar Acquisition Corporation; the request metadata identifies Blue Owl Capital Inc.
Key Financial and Capitalization Information
The filing is a transaction and shareholder-vote report and does not provide operating revenue, profit, cash flow, margins, debt, liquidity, or other current-period financial metrics.
- As of April 23, 2021, Altimar had 27,500,000 Class A ordinary shares and 6,875,000 Class B ordinary shares outstanding.
- Shares entitled to vote: 34,375,000.
- Shares present in person or by proxy: 23,694,688, representing approximately 68.93% of shares entitled to vote.
- Existing securities traded on the NYSE included units under ATAC.U, Class A ordinary shares under ATAC, and redeemable warrants under ATAC.WS. Each whole warrant had an exercise price of $11.50.
Material Changes and Shareholder Vote
Shareholders approved all principal transaction-related proposals at the May 18, 2021 special meeting.
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Business Combination | 22,910,980 | 777,217 | 6,013 |
| Domestication to Delaware | 22,911,178 | 776,870 | 6,162 |
| Organizational documents | 22,911,238 | 776,711 | 6,261 |
| Stock issuance to PIPE investors | 22,202,194 | 1,482,697 | 9,319 |
| Business combination-related share issuances | 22,198,100 | 1,487,412 | 8,698 |
| 2021 Omnibus Plan | 22,881,253 | 798,625 | 14,332 |
The eight non-binding advisory charter proposals and the other required governance proposals were also approved.
Transaction Scope, Outlook, and Risks
- Blue Owl Holdings was expected to acquire the Owl Rock and Dyal businesses, including their fund-sponsoring, offering, management, and related business-services activities, subject to specified retained interests.
- Blue Owl Carry was expected to acquire 15% of certain carried interest, incentive fees, and other incentive-based allocations from existing and future Owl Rock and Dyal funds, subject to exclusions and specified arrangements.
- The transaction contemplated domestication from the Cayman Islands to Delaware, new organizational documents, PIPE-related share issuances, and multiple classes of common stock.
- Management did not provide quantitative financial guidance in this filing.
- Completion remained subject to customary closing conditions. Identified risks included failure to close, inability to realize anticipated benefits, shareholder redemptions reducing trust-account funding, COVID-19 and broader economic conditions, litigation, NYSE listing compliance, transaction costs, and other risks disclosed in Altimar’s SEC filings and proxy statement.
- Forward-looking statements were expressly identified as uncertain and not guarantees of future performance. The company stated that it had no obligation to update them except as required by law.
Investor Verification Items
- Confirm that the transaction closed on the expected May 19, 2021 date and review the final closing and post-closing capital structure.
- Verify the number and value of shareholder redemptions and the amount remaining in Altimar’s trust account.
- Review the final PIPE funding, share issuances, ownership percentages, and NYSE listing status.
- Assess the final allocation of Owl Rock and Dyal management economics, carried interest, incentive fees, and excluded interests.
- Review subsequent filings for Blue Owl’s operating revenue, profitability, cash flows, leverage, liquidity, and integration or transaction costs.