BLUE OWL CAPITAL INC. 10-K

Item 1. Business. Introduction We are a blank check company incorporated in the Cayman Islands on August 20, 2020 formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. We have neither engaged in any operations nor generated any revenue to date. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash. Our executive offices are located at 40 West 57 th Street, 33rd Floor, New York, NY 10019 and our telephone number is (212) 287-6767. Our corporate website address is atac.altimaracquisition.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. You should not rely on any such information in making your decision whether to invest in our securities. Company History On September 1, 2020, the Sponsor paid $25,000, or approximately $0.001 per share, to cover certain of our offering and formation costs in consideration of 8,625,000 Class B ordinary shares, par value $0.0001. Prior to the initial investment in the Company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible. On October 27, 2020, we consummated the initial public offering (the “Initial Public Offering”) of 25,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $250,000,000. The Company granted the underwriters in the Initial Public Offering (the “Underwriters”) a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments. On November 5, 2020, the Underwriters partially exercised the over-allotment option in full and purchased an additional 2,500,000 Units, generating gross proceeds of $25,000,000. Simultaneously with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 4,666,667 warrants, each exercisable to purchase one share of the Company’s Class A ordinary shares for $11.50 per share (“Private Placement Warrants”), to the Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $7,000,000. In connection with the Underwriters’ exercise of their over-allotment option (the “Over-allotment Option”), the Sponsor purchased an additional 333,333 Private Placement Warrants, generating gross proceeds to the Company of $500,000. The $275,000,000 in gross proceeds received from the Initial Public Offering and the Private Placement Warrants was placed in a trust account (the “Trust Account”). The balance of the Trust Account at December 31, 2020 was $275,038,028. On December 11, 2020, we announced that, commencing December 14, 2020, holders of the Units may elect to separately trade the Class A ordinary shares and the warrants included in the Units. Those Units not separated continued to trade on The New York Stock Exchange (the “NYSE”) under the symbol “ATAC.U” and the Class A ordinary shares and warrants that were separated trade under the symbols “ATAC” and “ATAC W,” respectively. No fractional warrants were issued upon separation of the Units and only whole warrants trade. 1 Table of Contents Recent Developments On December 23, 2020, we announced that we had entered into a definitive business combination agreement with Owl Rock Capital Group (“Owl Rock”) and the Dyal Capital Partners (“Dyal”) division of Neuberger Berman Group LLC (“Neuberger”) to form Blue Owl Capital Inc. (“Blue Owl”), a publicly-traded alternative asset management firm that would have over $45.0 billion in assets under management (such business combination, the “Blue Owl Business Combination”). Pursuant to the proposed Blue Owl Business Combination, Altimar, which currently holds $275 million in cash in its Trust Account, will combine with Blue Owl at an estimated $12.5 billion pro forma equity value. The cash consideration for the Business Combination will be funded through a combination of cash from Altimar and proceeds from the proposed PIPE Financing (as defined below) to occur immediately prior to the closing of the proposed Blue Owl Business Combination (the “Closing”). The transaction is expected to close in the first half of 2021, subject to customary closing conditions as further described in the Business Combination Agreement which is filed as Exhibit 2.1 to this Annual Report. In connection with the Closing of the proposed Blue Owl Business Combination, Altimar will change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and will redomesticate as a corporation under the laws of the State of Delaware, upon which Altimar will change its name to Blue Owl Capital Inc. (such change in jurisdiction, the “Domestication”). The Closing of the proposed Blue Owl Business Combination is subject to certain conditions, including, among other things: (i) the approval of the proposed Blue Owl Business Combination and other matters by Altimar’s shareholders; (ii) if required, the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain additional regulatory approvals; (iii) the approval of the stockholders of each of Owl Rock Capital Corporation, Owl Rock Capital Corporation II, Owl Rock Capital Corporation III, Owl Rock Technology Finance Corp. and Owl Rock Core Income Corp. (the “Owl Rock BDCs”) of such Owl Rock BDC’s entry into a new investment advisory agreement containing substantially the same economic terms as the existing investment advisory agreement with its Owl Rock investment adviser; (iv) the approval of matters related to the proposed Blue Owl Business Combination by the limited partners and/or advisory committees for each of Dyal Funds I-V and Dyal Financing Fund and each of the other Owl Rock Funds (excluding certain managed accounts and co-investment vehicles where consent will be sought but not required); (v) the completion of the Domestication by Altimar in accordance with Section 388 of the Delaware General Corporation Law and the Companies Law (2020 Revision) of the Cayman Islands; (vi) the cash proceeds from the Trust Account established for the purpose of holding the net proceeds of Altimar’s Initial Public Offering, net of any amounts paid to Altimar’s shareholders that exercise their redemption rights in connection with the proposed Blue Owl Business Combination, plus the aggregate proceeds of the PIPE Financing (as defined below) equaling no less than $1,300,000,000 at the Closing (the “Minimum Proceeds Condition”) (provided that in the case of Altimar, the Minimum Proceeds Condition is that the PIPE Investment has been funded in an amount not less than $750,000,000); (vii) covenant and representation and warranty bring down conditions; (viii) the absence of a material adverse effect on the respective parties; (ix) continued employment of the key principals; and (x) the listing of Blue Owl Class A common stock to be issued in the proposed Blue Owl Business Combination on the New York Stock Exchange. To the extent permitted by law, the conditions in the Business Combination Agreement may be waived by the parties thereto. In connection with entering into the Business Combination Agreement, Altimar, Owl Rock and Neuberger entered into subscription agreements (as amended from time to time, the “Subscription Agreements”), each dated as of December 23, 2020, with certain institutional and other accredited investors (the “PIPE Investors”), pursuant to which, among other things, the PIPE Investors party thereto agreed to purchase an aggregate of 150,000,000 shares of Class A common stock immediately prior to the Closing at a cash purchase price of $10.00 per share (the “PIPE Financing”). The Subscription Agreements contain customary representations, warranties, covenants and agreements of Altimar and the PIPE Investors and are subject to customary closing conditions (including, without limitation, that there is no amendment or modification to the Business Combination Agreement that is material and adverse to the PIPE Investor) and termination rights (including a termination right if the transaction contemplated by the Subscription Agreement has not been consummated by October 23, 2021, other than as a result of breach by the terminating party). For more information about the proposed Blue Owl Business Combination, we urge you to read carefully our proxy statement filed with the SEC on January 4, 2021 (as amended, the “Proxy Statement”). 2 Table of Contents Corporate Information We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act. Initial Business Combination Altimar’s Memorandum and Articles of Association and NYSE rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable) at the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of a target’s assets or prospects. As of December 23, 2020, the date of the execution of the definitive agreement for the Blue Owl Business Combination, the balance of the Trust Account was approximately $265,405,000 (excluding the $9,621,893 deferred underwriting commissions and taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $212,324,000. In reaching its conclusion that the proposed Blue Owl Business Combination meets the 80% asset test, our Board used as a fair market value the enterprise value of approximately $12.15 billion, which was implied based on the terms of the transactions agreed to by the parties in negotiating the definitive agreement for the proposed Blue Owl Business Combination. The enterprise value consists of an implied equity value for Dyal (prior to the proposed Blue Owl Business Combination) of approximately $6,682,500,000 and an implied equity value for Owl Rock (prior to the proposed Blue Owl Business Combination) of approximately $5,467,500,000 and an assumed $350 million of net debt. In determining whether the enterprise value described above represents the fair market value of the Dyal and Owl Rock businesses, the Altimar Board considered all of the factors described in the section of the Proxy Statement captioned “Altimar’s Board of Directors’ Reasons for Approval of the Business Combination” and the fact that the purchase price for these businesses was the result of an arm’s length negotiation. As a result, the Altimar Board concluded that the fair market value of Blue Owl was significantly in excess of 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account). 3 Table of Contents Facilities We currently maintain our executive offices at 40 West 57th Street, 33rd Floor, New York, NY 10019. The cost for our use of this space is included in the $10,000 per month fee we will pay to an affiliate of our Sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations. Employees We currently have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed the proposed Blue Owl Business Combination. The amount of time they will devote in any time period will vary based on the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of the proposed Blue Owl Business Combination. Periodic Reporting and Financial Information We have registered our Units, Class A ordinary shares and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, this Annual Report contains financial statements audited and reported on by our independent registered public accountants. We will provide shareholders with audited financial statements of Blue Owl as part of the definitive Proxy Statement sent to shareholders. We are required to evaluate our internal control procedures for the fiscal year ending December 31, 2021 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Law (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. 4 Table of Contents In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period. We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30 or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. Legal Proceedings There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.