Business context and reporting period
Filing identity: Despite the request metadata, this is Altimar Acquisition Corporation’s Form 10-K, not an operating-company 10-K for Blue Owl Capital Inc. Altimar was a Cayman Islands SPAC formed in August 2020; it had no operations or operating revenue. The report covers inception on August 20 through December 31, 2020, and was signed February 24, 2021. There is no prior comparable operating period.
On December 23, 2020, Altimar agreed to combine with Owl Rock Capital Group and Dyal Capital Partners to form Blue Owl, a proposed public alternative asset manager. The filing describes an estimated $12.5 billion pro forma equity value and more than $45 billion of expected assets under management. Closing was expected in the first half of 2021, subject to approvals and other conditions.
Financial position and results
- Revenue and profit: No operating revenue. Net loss was $261,631, comprising $299,659 of formation and operating costs, partly offset by $38,028 of trust-account interest. Class B basic and diluted loss per share was $0.05.
- Cash flow: Net cash used in operating activities was $550,911. Cash outside the trust account at year-end was $928,766.
- Assets and liquidity: Total assets were $276.3 million, including $275.0 million in trust-account cash and investments (reported trust balance: $275,038,028) and $1.3 million of current assets. Current liabilities were $142,101; total liabilities were $9.8 million, including $9.625 million of deferred underwriting fees payable upon a completed business combination. Shareholders’ equity was $5,000,001; $261.5 million of Class A shares was presented as temporary equity subject to possible redemption.
- Debt and margins: No long-term debt or operating lease obligations were reported, and no working-capital loans were outstanding. Revenue-based margins are not meaningful for this pre-combination SPAC.
- Offering: Altimar sold 27.5 million units at $10 each, raising $275 million gross, and received $7.5 million from private-placement warrants. Offering and transaction costs were $15.7 million.
Changes, outlook, and material risks
Altimar’s activities in 2020 consisted of formation, its October IPO and related transactions, and pursuing the proposed Blue Owl combination. Because this was the company’s first reporting period and it had no operations, the filing provides no comparable prior-period performance or meaningful trend analysis.
The transaction contemplated a $1.5 billion PIPE investment at $10 per share, or 150 million shares. Closing conditions included shareholder and fund-related approvals, regulatory clearances where required, listing, and minimum-proceeds requirements: at least $1.3 billion in available cash for the sellers and at least $750 million of PIPE funding for Altimar’s closing obligation. The filing’s expected closing timing is a projection, not assurance of completion.
- Public-share redemptions, PIPE funding failure, unmet approvals or other closing conditions could prevent or delay the transaction or leave insufficient cash to close. Altimar had no specified maximum redemption threshold, subject to a $5,000,001 net tangible asset floor and transaction cash conditions.
- Altimar disclosed material potential conflicts, including the Sponsor’s committed vote in favor, overlapping relationships among transaction participants and PIPE investors, and directors’ and officers’ outside duties. The board did not obtain an independent fairness opinion.
- Altimar public shareholders were projected to own approximately 2.0% of Blue Owl’s fully diluted equity assuming no redemptions; redemptions could further reduce their percentage. The filing also warned of dilution from warrants and other issuances, and potential market pressure when restricted shares become eligible for resale.
- COVID-19, market volatility, financing availability, third-party claims against the trust, Cayman Islands legal and tax issues, and the proposed domestication’s potential tax consequences were identified as risks. Sponsor indemnification for certain trust claims is not assured of being collectible.
- If no business combination is completed by October 27, 2022, public shares generally must be redeemed and warrants expire worthless, subject to the governing documents and applicable law.
- Management reported disclosure controls effective as of December 31, 2020. The filing did not include management’s internal-control assessment or auditor attestation, citing the transition period for newly public companies.
Most important facts for investors to verify
- Confirm the filing entity and period: this report is Altimar’s 2020 SPAC 10-K, not Blue Owl’s operating-company financial statements.
- Review subsequent filings and transaction documents to establish whether the business combination closed, actual redemption levels, final financing proceeds, consideration, ownership, and closing date.
- Assess the transaction’s final dilution and share-resale restrictions, including the effects of PIPE shares, founder shares, warrants, and registration rights.
- Review the proxy statement for the transaction valuation, conflicts, tax consequences, approvals, and risk disclosures; the filing states that no independent fairness opinion was obtained.
- Check the trust-account protections and Sponsor’s ability to meet any indemnification obligations, as well as any claims or changes in cash available.