Filing Overview
Registrant: Altimar Acquisition Corporation, which proposed to domesticate as a Delaware corporation and change its name to Blue Owl Capital Inc. The Form 8-K reports a definitive business combination agreement dated December 23, 2020; the filing was signed December 28, 2020.
Reporting period: This is a transaction-focused current report, not a quarterly or annual financial report. It does not provide historical operating results for Blue Owl, Owl Rock, or Dyal.
Business Context and Transaction
Altimar agreed to combine with Owl Rock Capital Group and acquire Neuberger Berman’s Dyal Capital Partners division. The combined company is expected to operate as an alternative asset manager under the Blue Owl name through an Up-C structure consisting primarily of Blue Owl Holdings LP and Blue Owl Carry LP.
- Blue Owl Holdings will acquire Owl Rock’s business of sponsoring, offering, and managing its business development companies, funds, and managed accounts, together with the Dyal business and operations.
- Blue Owl Carry will acquire 15% of carried interest, performance fees, and incentive fees or allocations from specified existing and future Owl Rock and Dyal funds, subject to stated exclusions and third-party arrangements.
- Altimar shareholders’ Class A ordinary shares will convert into Blue Owl Class A common stock, while warrants will become exercisable for Blue Owl Class A common stock.
Key Financial and Capital Markets Terms
| Item | Reported terms |
|---|---|
| Aggregate transaction consideration | Approximately $12.15 billion, before earnout shares. |
| Owl Rock consideration | Approximately $5.4675 billion, including approximately $350 million in cash and the remainder in Blue Owl common stock or operating group units. |
| Dyal consideration | Approximately $6.6825 billion, including approximately $1.1 billion in cash and the remainder in Blue Owl operating group units and related vote-only shares. |
| PIPE financing | 150 million Blue Owl Class A common shares at $10.00 per share, implying gross proceeds of $1.5 billion if fully funded. |
| Minimum proceeds condition | At least $1.3 billion from Altimar’s trust account after redemptions plus PIPE proceeds at closing; Altimar’s PIPE portion must be at least $750 million. |
| Earnout securities | 45 million shares or seller earnout units for Owl Rock equityholders and 55 million seller earnout units for Dyal equityholders, in each case split into two equal tranches. |
| Earnout targets | Each tranche vests if Blue Owl’s Class A stock reaches a volume-weighted average price of $12.50 or $15.00, respectively, for 20 consecutive days within five years after closing, or upon certain qualifying transactions at or above the applicable price. |
| Tax receivable agreement | Blue Owl will generally pay 85% of specified realized or deemed tax benefits to participating equityholders; obligations accelerate upon specified change-in-control or termination events. |
The filing does not provide clear values for revenue, net income, operating margin, cash flow, total debt, cash balances, assets under management, or liquidity beyond the transaction funding requirements described above.
Material Changes and Governance
- The Sponsor agreed to forfeit 2,289,375 of the 6,675,000 shares it would otherwise receive upon conversion of its founder shares and to waive specified anti-dilution adjustments.
- Blue Owl is expected to have a nine-person board: three Owl Rock designees, two Dyal designees, one Neuberger designee, and three independent directors.
- The Owl Rock and Dyal principals will initially control 90% of the combined voting power through high-vote Class B and Class D common stock, and Owl Rock principals will hold a majority of the voting power immediately after closing.
- Blue Owl is expected to qualify as a controlled company under NYSE rules.
- Lock-ups generally range from six to 24 months, depending on the holder and security.
- Key individuals will receive $500,000 annual base salaries plus quarterly compensation generally equal to 1.33% of specified management fee and other revenues, subject to stated adjustments and holdbacks.
Conditions, Outlook, and Risks
Closing requires Altimar shareholder approval, applicable antitrust and other regulatory clearances, consents from specified Owl Rock BDCs and fund investors, completion of the domestication, satisfaction of minimum proceeds, effectiveness of the registration statement, NYSE listing approval, continued employment of key principals, and the absence of a material adverse effect.
The agreement may generally be terminated if closing has not occurred by September 23, 2021, subject to specified extensions, or for uncured material breaches, failure to obtain shareholder approval, or mutual consent.
- Transaction completion is subject to redemption levels, PIPE funding, regulatory and investor consents, shareholder approval, and registration statement effectiveness.
- Failure to realize anticipated transaction benefits, integration and disruption risks, competitive and economic conditions, transaction costs, litigation, and NYSE listing compliance are identified risks.
- The filing contains forward-looking statements and cautions that actual results and transaction timing may differ materially.
- The securities issued in the business combination and PIPE are initially intended to rely on private-placement exemptions and will require registration or an applicable resale exemption for public resale.
Investor Verification Checklist
- Confirm the final shareholder vote, redemption amount, PIPE funding, and closing date.
- Verify final cash, debt, and working-capital adjustments affecting the Owl Rock and Dyal cash consideration.
- Review the Form S-4/proxy statement for pro forma ownership, dilution, voting control, and financial statements.
- Assess the final assets under management, fee-related earnings, incentive fee exposure, carried-interest economics, and leverage of the combined company.
- Review the tax receivable agreement, earnout mechanics, lock-ups, exchange rights, and potential accelerated payment obligations.
- Confirm required BDC, fund, regulatory, antitrust, NYSE, and other third-party approvals.