Filing Summary
Registrant: Altimar Acquisition Corporation, which announced a proposed business combination to form Blue Owl Capital Inc. The Form 8-K was filed on December 23, 2020, covering events occurring on that date. This is a transaction announcement rather than an operating-results filing.
Business Context and Transaction
Altimar entered into a definitive business combination agreement with Owl Rock Capital Group and the Dyal Capital Partners division of Neuberger Berman Group LLC. The transaction is intended to create Blue Owl, a publicly traded alternative asset manager with more than $45.0 billion in assets under management.
- Altimar held $275 million in cash in its trust account at the time of the announcement.
- The estimated pro forma equity value of Blue Owl was approximately $12.5 billion.
- Transaction funding was expected to combine Altimar trust cash with a $1.5 billion fully committed, oversubscribed common-stock private investment in public equity at $10.00 per share.
Financial Metrics and Liquidity
- Trust cash: $275 million.
- PIPE financing: $1.5 billion of committed common-stock financing at $10.00 per share.
- Estimated pro forma equity value: $12.5 billion.
- Assets under management: More than $45.0 billion, as stated in the transaction announcement.
- The filing does not provide revenue, net income, cash flow, operating margins, debt balances, or detailed liquidity metrics for Blue Owl or its constituent businesses.
Changes Versus Prior Period
The filing does not present comparable-period financial statements or operating results. The material change disclosed is the signing of the proposed business combination and the associated financing arrangements.
Outlook, Risks, and Unusual Items
Management provided transaction-related forward-looking statements but no formal operating or financial guidance. Completion remained subject to customary conditions, including required Altimar stockholder approval and other regulatory and closing requirements.
- The transaction could fail to close, or anticipated benefits may not be realized.
- Redemptions by Altimar stockholders could reduce funds available in the trust account and affect the combined company.
- The combined company may not satisfy NYSE listing standards after closing.
- Transaction costs and other execution risks could affect the outcome.
- The proposed transaction required a Form S-4 registration statement, proxy statement and prospectus, and related SEC filings.
- The filing’s investor call and presentation were furnished under Regulation FD and were not deemed filed for Exchange Act Section 18 purposes, except where specifically incorporated by reference.
Important Facts for Investors to Verify
- Whether the business combination received required stockholder and regulatory approvals and ultimately closed.
- The final amount remaining in Altimar’s trust account after any shareholder redemptions.
- Whether the $1.5 billion PIPE financing was completed on the stated terms.
- The final ownership structure, capitalization, share issuance, and pro forma equity value.
- Blue Owl’s audited historical and pro forma financial statements, including revenue, profitability, cash flow, debt, and liquidity.
- The final assets under management and any changes from the announced figure of more than $45.0 billion.