Filing Summary
Registrant: Altimar Acquisition Corporation, the SPAC forming Blue Owl Capital Inc. through its proposed business combination with Owl Rock Capital Group and Dyal Capital Partners.
Report date: May 3, 2021. This Form 8-K reports transaction-related developments and does not provide a quarterly or annual operating-period financial update.
Business Context and Transaction Update
- The SEC declared effective Altimar’s Form S-4 registration statement, which includes the definitive proxy statement and prospectus for the proposed business combination.
- Altimar announced that its extraordinary shareholder meeting will be held to consider and approve the transaction. The filing text does not provide the meeting date.
- April 23, 2021 was established as the record date for shareholders eligible to receive the proxy materials and vote at the special meeting.
- Altimar, Owl Rock, and Dyal held meetings with existing and potential Blue Owl investors and filed an investor presentation as Exhibit 99.2.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, valuation, or other operating financial metrics. It notes that the funds available in Altimar’s trust account after potential shareholder redemptions could affect the anticipated benefits of the proposed transaction.
Material Changes Versus Prior Period
No comparable-period financial information or operating performance changes are reported. The material developments are the effectiveness of the Form S-4, the planned shareholder vote, and related investor communications.
Outlook, Risks, and Unusual Items
- Completion of the business combination remains subject to shareholder approval and other closing conditions; the filing does not state that closing is assured.
- Key risks include delays or failure to close, shareholder redemptions reducing trust-account funds, inability to realize anticipated transaction benefits, changes in economic conditions including COVID-19 effects, litigation, transaction costs, and failure to satisfy New York Stock Exchange listing standards.
- The filing contains customary forward-looking statement disclaimers and refers investors to Altimar’s Form 10-K, amended Form 10-K, the proxy statement, and other SEC filings for additional risk factors.
- The filing is accompanied by a May 3, 2021 press release and investor presentation. No unusual accounting items or contingencies affecting reported financial results are disclosed.
Important Facts to Verify
- The date and agenda of the extraordinary shareholder meeting.
- Shareholder voting results and the level of redemptions from Altimar’s trust account.
- All remaining conditions to closing and the expected transaction closing date.
- The definitive transaction terms, pro forma ownership, capitalization, and valuation in the effective Form S-4 and proxy statement.
- Blue Owl’s financial performance, leverage, liquidity, and risk factors in the transaction documents and subsequent filings.