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Item 9A. Controls and Procedures

2022-02-28 compared with 2021-02-24 · 1462 added, 1532 removed, 39 unchanged (99% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the

Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time period specified in the SECs rules and forms.

Disclosure controls are also designed with the objective of ensuring that such information is

accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our

current chief executive officer and chief financial officer (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of December 31, 2020, pursuant to

Rule 13a-15(b) under the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2020, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter

how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance

that we have detected all our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that

any design will succeed in achieving its stated goals under all potential future conditions.

Managements Report on Internal Controls Over

Financial Reporting

This Annual Report on Form 10-K does not include a report of managements assessment

regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired objectives.

Management’s Report on Internal Control over Financial Reporting

As discussed elsewhere in this Annual Report, we completed the Business Combination on May 19, 2021.

Prior to the Business Combination, we were a special purpose acquisition company 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.

As a result, previously existing internal controls are no longer applicable or comprehensive enough as of the assessment date as our operations prior to the Business Combination were insignificant compared to those of the consolidated entity post-Business Combination.

The design of internal control over financial reporting for the Company post-Business Combination has required and will continue to require significant time and resources from management and other personnel.

As a result, management was unable, without incurring unreasonable effort or expense to conduct an assessment of our internal control over financial reporting as of December 31, 2021.

Accordingly, we are excluding management's report on internal control over financial reporting pursuant to Section 215.02 of the SEC Division of Corporation Finance's Regulation S-K Compliance & Disclosure Interpretations.

We have not engaged an independent registered accounting firm to perform an audit of our internal control over financial reporting for any period reported in our consolidated and combined financial statements.

We expect our independent public registered accounting firm to attest to the effectiveness of our internal control over financial reporting for our Annual Report for the year ending December 31, 2022.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

Effective February 28, 2022, the Board of Directors of the Company approved amendments to each of the employment agreements between the Company and each of Doug Ostrover, Marc Lipschultz, Michael Rees and Marc Zahr (collectively, the “Employment Agreement Amendments”) to provide that (i) a portion of such individual’s right to receive up to 1.33% of the Company’s annual management fee revenues that exceed such individual’s base compensation (the “Additional Amounts) shall be paid in the form of profits interests in the Blue Owl Partnerships, if offered by the Company and elected by the individual, and (ii) the remainder of any such Additional Amounts shall be in the form of cash;

provided that (x) for 2022, the amount received in profits interests shall not be less than 20% of such Additional Amounts, and (y) for periods subsequent to 2022, the proportional amounts of cash and profits interests shall be subject to required consent under the Investor Rights Agreement.

The number of profits interests issued would be calculated based on the volume weighted average trading price for the ten trading days prior to the payment date.

The terms of such profits interests are expected to be substantially similar to profits interests previously awarded by the Company except that they would be fully vested upon grant and subject to a one year lockup period and additional limitations on conversion.

The foregoing description is not complete and is qualified in its entirety by reference to the text of the Employment Agreement Amendments, copies of which are attached hereto as Exhibits 10.22, 10.23, 10.24 and 10.25, respectively, and are incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance.

Our officers, directors and directors are as follows:

Tom Wasserman

Chairman and Chief Executive Officer

Chief Financial Officer

Michael Rubenstein

Michael Vorhaus

Tom Wasserman Chairman and Chief Executive Officer.

Tom Wasserman serves as our Chairman

and Chief Executive Officer.

Wasserman also currently serves as a Managing Director at HPS Investment Partners, LLC where he heads the Growth Equity group.

Wasserman has served as a member of the board of directors of Trine

Acquisition Corp.

since its initial public offering in March 2019 until its business combination with Desktop Metal in December 2020.

Since January 2021, Mr.

Wasserman has served as the Chief Executive Officer and Chairman of the board of

directors of Altimar II and Altimar III respectively.

Wasserman has worked within TMT (including prior to his transition to HPS) since 1999.

Wassermans current board roles include serving as a director of BT One Phone

Limited, OnePhone Holding AB, Revolt Media and TV Holdings, LLC, and CAST Holdings LLC.

Wasserman served as Chairman of Hibernia Networks (sold to GTT Communications).

Wasserman began his career at Donaldson, Lufkin and Jenrette in

the investment banking division.

He has a BA in Business Administration from the University of Michigan where he graduated with distinction.

We believe Mr.

Wasserman is well qualified to serve as a member of our board of directors due to his significant investment experience

and vast network of relationships.

Wendy Lai Chief Financial Officer.

serves as our Chief Financial Officer.

Lai is a Managing Director at HPS Investment Partners, where she leads the corporate finance, regulatory capital compliance, and technology transformation of financial systems.

Prior to joining HPS in

Lai was a Senior Vice President at Blackstone, where she oversaw accounting of registered investment advisors, corporate consolidation, and financial reporting functions.

Lai worked for PricewaterhouseCoopers as the Senior

Manager, where she managed the audit engagements of hedge funds and Fortune 500 insurance companies.

Since January 2021, Ms.

Lai has served as the Chief Financial Officer of Altimar II and Altimar III respectively.

She holds MBA in Finance from

Columbia University and a BA in Economics from Tufts University.

Beebe Director.

Kevin Beebe serves as a member of our board of directors.

Since November 2007, Mr.

Beebe has been President and Chief Executive Officer of 2BPartners, LLC, a partnership

that provides strategic, financial and operational advice to private equity firms and companies in the technology and telecom industries.

From 1998 to 2007 he was Group President of Operations at ALLTEL Corporation, a publicly traded

telecommunications services company.

From 1996 to 1998, Mr.

Beebe served as Executive Vice President of Operations for 360°

Communications Co., a publicly traded wireless communications company.

From 1983 to 1995, Mr.

Beebe served in

various management roles at ATT, Southwestern Bell and United Telecom/Sprint.

Currently, Mr.

Beebe serves on the board of directors

for Skyworks Solutions, Inc.

(currently as the chair of the Nominating and Governance Committee and previously as a member of the Audit and Compensation Committees), a publicly traded semiconductor company, SBA Communications (currently as a member

of the Audit and Compensation Committees and previously as a member of the Nominating and Governance Committee), a

publicly traded wireless tower and service company, Frontier Communications (currently as a member of the Finance, Audit and Compensation Committees), a publicly traded local, long distance and

broadband service provider, Altimar II, a publicly traded blank check company sponsored by an affiliate of HPS, Nextel Holdings, a private company holding the remaining Nextel International assets, Syniverse Technologies (currently as the Chair of

Nominating and Governance Committee and as a member of Compensation Committee), Logix Communications, a private broadband service provider, and DartPoints Holding Company LLC, an operator of edge colocation data centers.

Beebe has also been

named as a director nominee in connection with Altimar IIIs initial public offering.

In addition, Mr.

Beebe is a founding partner of Astra Capital, a private equity firm focused on mid-market

tech/telecom investment opportunities.

Beebe also serves on the Board of Trustees of Caron Treatment Centers, as Chair of

Carons Florida Advisory Board, and on the Naples Community Hospital Board of Trustees.

Beebe holds a Bachelor of Arts in Economics from Kutztown University in Pennsylvania and a Master of Arts in Economics from Bowling Green State

University in Ohio.

He also completed the Executive Business Administration Program at Columbia University in New York.

is well-qualified to serve on our Board of Directors due to his extensive industry and investment experience.

Brown Director.

Payne Brown serves as a member of our board of directors.

Brown currently serves as the President of THINK450, the for-profit

innovation engine of the National Basketball Players Association.

Prior to becoming President of THINK450 he was the Managing Partner of Econet Media Partners.

Prior to this, Mr.

Brown was Managing Director at Highbridge Principal Strategies

(Highbridge), an alternative investment management organization, where he focused on media opportunities in the private equity group.

Brown joined Highbridge in 2012 and led the firms investment into REVOLT TV, a

multimedia platform.

He currently serves on REVOLTS board and chairs the compensation committee.

Brown also served as the Chief of Staff to the interim owner of the Los Angeles Clippers in 2014.

Prior to joining Highbridge in 2012

Brown was Vice President of Strategic Initiatives and a corporate officer at Comcast Corporation and also served as a strategic advisor to Comcast senior leadership, crisis manager, and negotiations expert during Comcast Corporations

acquisition of NBCUniversal from 2009 to 2011.

Prior to joining Comcast in 1998, Mr.

Brown spent three years practicing law at Helmke, Beams, and Boyer.

He also served as an assistant prosecutor for the State of Indiana, and as the

Director of Public Safety for the city of Fort Wayne, Indiana.

He served on the Fort Wayne Community Schools school board for eight years, presiding as President of the board for two years.

Brown serves on the board of directors of Altimar II and is the chair of the Nominating Committee and the chair of the Compensation

Brown has also been named as a director nominee in connection with Altimar IIIs initial public offering.

Brown also serves on the boards of directors of HireQuest Inc.

and Revolt Media and is a member of both

companies compensation committees.

Brown has previously served on a number of boards, including the Philadelphia Urban League, Project Home, and on the Board of Advisors for the Philadelphia Chapter of the National Association for

Multi-Ethnicity in Communications (NAMIC).

He has served as an advisor to The HistoryMakers, TV One, the American Black Film Festival, and the Black Filmmaker Foundation.

Brown has also served as a retained strategic advisor to Comcast

Brown received a J.D.

from George Washington University and a B.S.

in Management from Purdue University.

Brown is well-qualified to serve on our Board of Directors due to his extensive industry experience.

Jelinek Director .

Jelinek serves as a member of our board of directors.

Jelinek is Managing

Director at Czech One Capital Partners and an active healthcare investor and executive.

Previously, Mr.

Jelinek was executive vice president, enterprise modernization and integration at CVS Health.

He led the integration efforts related to the

CVS Health and Aetna merger as well as the broad scale infrastructure modernization activities.

Jelinek has held senior leadership roles within payor, provider and private equity organizations including working as an operating partner at

Advent International over his 25-year career.

Previously, Mr.

Jelinek served as executive vice president of enterprise strategy and head of Aetnas local markets and national accounts operations.

19 years of his career, Mr.

Jelinek served in a variety of executive leadership roles at UnitedHealth Group and a predecessor company, including CEO of OptumHealth and CEO of the companys Medicaid, Medicare Advantage and Emerging

Businesses Group.

Jelinek is a member of the Young Presidents Organization and a founding

advisory board member for the Griffith Leadership Center at the University of Michigan School of Public Health.

He currently is a member of the board of directors of HealthEdge and previously served on the board of directors of Cotiviti, Sutter

Health, Redbrick Health, the Minnesota Childrens Museum and The Long Term Care Group.

In addition, Mr.

Jelinek serves on the board of directors of Altimar II and is chair of the Audit Committee and a member of the Compensation Committee.

Jelinek has also been named as a director nominee in connection with Altimar IIIs initial public offering.

Jelinek holds a masters degree in health services administration and an MBA from the University of Michigan, as

well as a bachelors degree in business administration from the University of Southern California.

well-qualified to serve on our Board of Directors due to his extensive industry and investment experience.

Roma Khanna

Roma Khanna serves as a member of our board of directors.

Khanna is a content innovator, executive and entrepreneur.

From 2017 to 2020 Ms.

Khanna was the chief executive officer at REVOLT Media and TV, responsible

for leading strategy and operations of the real-time, multi-platform brand and network, reporting directly to the Chairman, Sean Combs, and the Board.

She remained on as Advisor to the Board after she chose to step down as chief executive officer.

From 2011 through 2015, Ms.

Khanna was President of Metro-Goldwyn-Mayer Studios (MGM) Television Group and Digital where

she oversaw creative development and production as well as worldwide TV and digital distribution for branded channels.

Khannas leadership, MGM Television developed and delivered several critically acclaimed award-winning series, including The Handmaids Tale to Hulu, Fargo to FX and Vikings to HISTORY.

Prior to joining MGM, Ms.

Khanna served as President, Universal Networks

International & Digital Initiatives, with NBC Universal.

While at NBC Universal, Ms.

Khanna oversaw and grew NBC Universals portfolio of international television channels, including the Syfy Channel, 13th Street, Universal

Channel, Hallmark Channel, Divatv and Movies24 brands, as well as the Digital Initiatives division.

Khanna has also served as Senior Vice President, Content and Co-Head of Television for CHUM Limited

Khanna began her career in digital media with Snap Media and in music at Sony Music Canada.

Khanna serves as

a board member of the Canadian Film Centre and sits on the commercial committee of BAFTA and the advisory board for the Peabody Awards.

Since November 2020, Ms.

Khanna has also served as the Executive Chairman of HiddenLight Productions

In addition, Ms.

Khanna serves on the board of directors of Altimar II and is a member of the Nominating Committee.

Khanna has also been named as a director nominee in connection with Altimar IIIs initial public

Khanna has received The Euro 50 award from Eurodata and was the first recipient of Reed MIDEMs MIPCube Media Architect of the Future Award for her pioneering work in the use of new digital platforms.

Khanna earned a bachelor of science from the University of Toronto, a J.D.

from the University of Detroit, a bachelor of law from the University of Windsor, and an MBA from York University-Schulich School of Business.

Khanna is well-qualified to serve on our Board of Directors due to her extensive industry experience.

John Kim Director .

John Kim serves as a member of our board of directors.

Kim is Founder and Managing Partner of Brewer Lane Ventures.

Prior to founding Brewer Lane Ventures, Mr.

Kim was President and Chief Investment Officer of New York Life Insurance Company.

As a career investor, Mr.

Kim started New York Life Ventures in 2012.

Previously, he held CEO roles in other insurance, retirement

and asset management firms including Prudential Retirement, CIGNA Retirement and Investment Services, and Aeltus Investment Management, a subsidiary of VOYA.

Kim is currently a board director at four insurtech startups Powerlytics, Socotra, Avibra and Ladder Life Insurance.

Additionally, he is on the board of trustees of Eversource, New Englands largest energy delivery company and a national leader in clean energy, on the board of directors of Franklin Resources, a global investment organization, and was

previously on the board of FiServ, a global provider of financial services technology.

Kim received a bachelors degree from the University of Michigan and an MBA from the University of Connecticut.

Kim is well-qualified to serve on our Board of Directors due to his extensive

investment and board experience.

Michael Rubenstein Director .

Rubenstein serves as a member of our board of

He is an entrepreneur and executive who played a key role in building AppNexus, which was acquired by AT&T in 2018, and DoubleClick, which was acquired by Google in 2008.

Rubenstein specializes in marketplace strategy, win-win partnerships, developing talent, and building high-performing go-to-market organizations that create global impact.

At AT&T, he served as President of AppNexus, a Xandr company, where he oversaw go-to-market for the companys digital ad platform.

Prior to AT&T, Mr.

Rubenstein spent nearly a decade as President and Board member at AppNexus, and was a chief architect of the companys

growth from startup to a leader in programmatic advertising.

Prior to joining AppNexus, Mr.

Rubenstein founded and served as General Manager of DoubleClick Ad Exchange, a leading marketplace for programmatic advertising, after joining

DoubleClick through the acquisition of Toronto-based martech startup FloNetwork, later re-branded DARTmail.

Rubenstein serves on the board of directors of Altimar II and is a member of the Audit and Nominating Committees.

has also been named as a director nominee in connection with Altimar IIIs initial public offering.

Rubenstein also serves on the board of directors for Estrella Broadcasting, Inc.

Rubenstein has also served on non-profit Boards, including the Interactive Advertising Bureau and Global Cities (a Bloomberg Philanthropy).

Rubenstein regularly speaks at business conferences and schools, and actively advises and

invests in the next generation of entrepreneurial ventures.

He holds a bachelors degree from McGill University and an MBA from Columbia Business School.

Rubenstein is well-qualified to serve on our Board of Directors due to his extensive industry experience.

Vijay Sondhi Director .

Vijay Sondhi serves as a member of our board of directors.

Sondhi is the CEO of NMI.

an accomplished fintech executive and investor.

Sondhi ran Visas CyberSource and Authorize.net businesses, was head of Visa corporate strategy and launched Visas flagship One-Market

Innovation Center.

He served as chief financial officer for three private equity and venture-backed companies spanning a wide variety of fintech solutions, including ERP accounting,

point-of-sale systems, hospitality reservations and billing, plus financial document management, where he raised private capital, executed merger and acquisition

transactions and oversaw an initial public offering.

Sondhis executive career includes senior roles with Oracle-Micros, OpenText-IXOS and SAP.

He serves on the boards of Verifone and Tangem and is a senior advisor to Token.io.

addition, Mr.

Sondhi serves on the board of directors of Altimar II and is a member of the Compensation Committee.

Sondhi has also been named as a director nominee in connection with Altimar IIIs initial public offering.

Sondhi earned an MBA in finance from Columbia University and a Bachelor of Science degree in computer science from The University of

British Columbia.

Sondhi is well-qualified to serve on our Board of Directors due to his extensive industry and investment

Michael Vorhaus Director .

Michael Vorhaus serves as a member of our board of directors.

currently severs as a member of the board of directors of Perion Network (Nasdaq:

In addition, Mr.

Vorhaus serves on the board of directors of Altimar II and is a member of the Audit Committee.

Vorhaus has also been named as a

director nominee in connection with Altimar IIIs initial public offering.

Starting December of 2018, Mr.

Vorhaus founded Vorhaus Advisors and is CEO of the firm.

From 1994 to November 2018, he was in a variety of positions at Frank

Magid Associates, Inc., a research-based strategic consulting firm.

From 1994 to 2008, Mr.

Vorhaus served as its Senior Vice President and Managing Director and from 2008 to 2018 he served as the President of Magid Advisor, a unit of Magid

From 2013 to 2014, Mr.

Vorhaus served as a director of Grow Mobile.

In 1987, he founded Vorhaus Investments.

Vorhaus holds a B.A.

in Psychology from Wesleyan University and completed the

Management Development Program at the University of California, Berkeleys Haas School of Business.

well-qualified to serve on our Board of Directors due to his extensive industry experience.

Number and Terms of Office of Officers and Directors

Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each

class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

In accordance with the NYSE corporate governance requirements, we are not required to hold an annual general meeting until one year

after our first fiscal year end following our listing on the NYSE.

The term of office of the first class of directors, consisting of Mr.

Brown and Mr.

Jelinek, will expire at our first annual general meeting.

office of the second class of directors, consisting of Ms.

Rubenstein, will expire at our second annual general meeting.

The term of office of the third class of directors, consisting of Mr.

Vorhaus and Mr.

Wasserman, will expire at our third annual general meeting.

Prior to the completion of an initial business

combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares.

In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares

may remove a member of the board of directors for any reason.

Our Sponsor, upon and following consummation of an initial business

combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

Our amended and restated memorandum and articles of association

provide that our officers may consist of one or more chairman of the board, chief executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

Director Independence

NYSE listing standards require that a majority of our board of directors be independent.

Our board of directors has determined that each of Mr.

Sondhi and Mr.

Vorhaus is independent directors as defined in the NYSE listing standards.

Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Executive Officer and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us.

Commencing on the date that our

securities are first listed on the NYSE through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our Sponsor for office space, secretarial and administrative services provided to

us in the amount of $10,000 per month.

In addition, our Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any

out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, executive officers or directors, or their affiliates.

Any such payments prior to an initial business combination will be

made using funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive

officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business

Other than these payments and reimbursements, no compensation of any kind, including finders and consulting fees, will be paid by the Company to our Sponsor, executive officers and directors, or their respective affiliates, prior

to completion of our initial business combination.

After the completion of our initial business combination, directors or members of our

management team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the definitive Proxy Statement furnished to our

shareholders in connection with a proposed initial business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of

such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be

paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board

of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after

the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.

existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our managements motivation in identifying or selecting a target business but we do not believe that the ability of our

management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our executive officers

and directors that provide for benefits upon termination of employment.

Committees of the Board of Directors

Our board of directors has three standing committees:

an audit committee, a nominating committee and a compensation committee.

Subject to phase-in rules and a limited exception, the rules of the NYSE and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely

of independent directors.

Subject to phase-in rules and a limited exception, the rules of the NYSE require that the compensation committee and the nominating committee of a listed company be comprised solely

of independent directors.

Audit Committee

Rubenstein and Mr.

Vorhaus serve as members of our audit committee.

Our board of directors has determined that

Rubenstein and Mr.

Vorhaus are independent under the NYSE listing standards and applicable SEC rules.

Under the NYSE listing standards and applicable SEC rules, all the directors on the audit committee must be

Each member of the audit committee is financially literate and our board of directors has determined that each of Mr.

Beebe and Mr.

Vorhaus qualifies as an audit committee financial expert as defined in applicable

The audit committee is responsible for:

meeting with our independent registered public accounting firm regarding, among other issues, audits, and

adequacy of our accounting and control systems;

monitoring the independence of the independent registered public accounting firm;

verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit

and the audit partner responsible for reviewing the audit as required by law;

inquiring and discussing with management our compliance with applicable laws and regulations;

pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

appointing or replacing the independent registered public accounting firm;

determining the compensation and oversight of the work of the independent registered public accounting firm

(including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

establishing procedures for the receipt, retention and treatment of complaints received by us regarding

accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

monitoring compliance on a quarterly basis with the terms of the Initial Public Offering and, if any

noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the Initial Public Offering;

reviewing and approving all payments made to our existing shareholders, executive officers or directors and their

respective affiliates.

Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Nominating Committee

members of our nominating committee are Mr.

Khanna and Mr.

Brown serves as chairman of the nominating committee.

Under the NYSE listing standards, we are required to have a nominating committee composed

entirely of independent directors.

Our board of directors has determined that each of Mr.

Khanna and Mr.

Kim is independent.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting

Director Nominees

The guidelines for selecting nominees, which are specified in a charter adopted by us, provide that persons to

be nominated:

should have demonstrated notable or significant achievements in business, education or public service;

should possess the requisite intelligence, education and experience to make a significant contribution to the

board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations;

should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving

the interests of the shareholders.

The nominating committee will consider a number of qualifications relating to

management and leadership experience, background and integrity and professionalism in evaluating a persons candidacy for membership on the board of directors.

The nominating committee may require certain skills or attributes, such as financial

or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members.

The nominating committee does not

distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

The members of our compensation committee are Mr.

Jelinek and Mr.

Sondhi, and Mr.

Brown serves as chairman of

the compensation committee.

Under the NYSE listing standards, we are required to have a compensation committee composed entirely of

independent directors.

Our board of directors has determined that each of Mr.

Jelinek and Mr.

Sondhi is independent.

We have adopted a compensation committee charter, which details the principal functions of the

compensation committee, including:

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive

Officers compensation, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and approving the compensation of all of our other Section 16 executive officers;

reviewing our executive compensation policies and plans;

implementing and administering our incentive compensation equity-based remuneration plans;

assisting management in complying with our proxy statement and Annual Report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements

for our executive officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a

compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation

committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Compensation Committee

Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a

member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees.

A copy of the Code of Ethics will be

provided without charge upon request from us.

We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Conflicts of Interest

Cayman Islands law, directors and officers owe the following fiduciary duties:

duty to act in good faith in what the director or officer believes to be in the best interests of the company as

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

directors should not improperly fetter the exercise of future discretion;

duty to exercise powers fairly as between different sections of shareholders;

duty not to put themselves in a position in which there is a conflict between their duty to the company and their

personal interests;

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature.

This duty has been defined as a requirement to

act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general

knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict

and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position.

However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the

shareholders provided that there is full disclosure by the directors.

This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at

general meetings.

HPS and certain of our officers and directors presently have, and any of them in the future may have additional,

fiduciary and contractual duties to other entities.

As a result, if any of HPS or our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or

contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue

such opportunity.

If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same.

However, we do not expect these duties to materially affect our ability to complete the proposed Blue Owl Business

Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:

(i) no individual serving as a director or an officer shall have any duty, except to the extent

expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us;

and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to

participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

HPS and its affiliates manage a number of funds, separate accounts and other investment vehicles (the HPS Funds).

HPS Funds may

compete with us for acquisition opportunities.

If these HPS Funds decide to pursue any such opportunity or have existing investments in the issuer of such opportunity, we may be precluded from pursuing such opportunities.

In addition, investment

ideas generated within HPS, including by any director affiliated with HPS, may be suitable for both us and for a current or future HPS Fund and, in such a case, will be directed to such HPS Fund rather than to us.

Neither HPS nor, subject to their

fiduciary duties under Cayman Islands law, any members of our management team who are also employed by HPS have any obligation to present us with any opportunity for a potential business combination of which they become aware.

HPS and/or members of

our management team, in their capacities as officers, directors or employees of HPS or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future HPS Funds, or third

parties, before they present such opportunities to us.

In addition, we may be limited in our ability to make investments and to sell

existing investments because HPS may have material, non-public information regarding the issuers of the applicable securities or as a result of an existing investment by HPS.

We may acquire a target from or,

in which, one or more HPS Funds have an existing investment (or makes an investment at the same time or subsequently) at a different or overlapping level of the targets capital structure, creating a potential conflict between our position and

the applicable HPS Funds position

especially in the event of a bankruptcy.

HPS, HPS employees and HPS Funds may also have or make investments in, establish or serve on the boards of, businesses that compete with, provide services

to, transact with, or otherwise have significant business relationships with the businesses we invest or seek to invest in.

We may also forego an attractive investment opportunity as a result of an existing investment in the target or a competitor

of the target by HPS, an HPS Fund or principals or employees of HPS, or to otherwise mitigate any conflict of interest or the perception of any conflict of interest.

HPS and our Sponsor, officers, and directors may sponsor, form or participate in other blank check companies similar to ours during the period

in which we are seeking an initial business combination.

Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

We do not currently

expect that any such other blank check company would materially affect our ability to complete the proposed Blue Owl Business Combination.

However, an affiliate of HPS has sponsored and Mr.

Wasserman and most of our officers and directors are

actively engaged in Altimar II, a SPAC that completed its initial public offering in February 2021, and Altimar III, a SPAC that is in the process of completing its initial public offering as of the date of this Annual Report.

Altimar II and Altimar

III may each pursue initial business combination targets in any business or industries with a focus on TMT, Healthcare, Financial Services/Financial Technology and Consumer and each has until 24 months after the completion of its initial public

offering to do so (absent an extension in accordance with its respective memorandum and articles of association).

In addition, HPS and our Sponsor, officers, and directors are not required to commit any specified amount of time or resources to our

affairs and, accordingly, will have conflicts of interest in allocating management time and resources among various business activities, including identifying potential business combinations and monitoring the related due diligence.

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual

obligations or other material management relationships

Entitys Business

Tom Wasserman(1)

BT OnePhone Limited

OnePhone Holding AB

Revolt Media and TV Holdings, LLC

HPS Investment Partners, LLC(1)

CAST Holdings LLC

Altimar Acquisition Corp.

Blank Check Company

Chief Executive Officer and Chairman of the Board of Directors

Altimar Acquisition Corp.

Blank Check Company

Chief Executive Officer and Chairman of the Board of Directors

Natural Glacial Waters Inc.

Bottled Water

Altimar Acquisition Corp.

Blank Check Company

Chief Financial Officer

Altimar Acquisition Corp.

Blank Check Company

Chief Financial Officer

Skyworks Solutions, Inc.

Semiconductor

SBA Communications

Telecom Infrastructure

Frontier Communications

Logix Communications

DartPoints Holding Company LLC

Astra Capital

Private Equity

Syniverse Technology

Entitys Business

Nextel Holdings

Altimar Acquisition Corp.

Blank Check Company

Altimar Acquisition Corp.

Blank Check Company

Director Nominee

HireQuest Inc.

Altimar Acquisition Corp.

Blank Check Company

Altimar Acquisition Corp.

Blank Check Company

Director Nominee

Health Edge Technologies

Healthcare Tech

Czech One Capital Partners, LLC

Managing Director

Advent International

Private Equity

Operating Partner

Blackstone Group

Private Equity

Senior Advisor

In Health MD Alliance

Provider Delivery Organization

Altimar Acquisition Corp.

Blank Check Company

Altimar Acquisition Corp.

Blank Check Company

Director Nominee

HiddenLight Productions Limited

Executive Chairman

Altimar Acquisition Corp.

Blank Check Company

Altimar Acquisition Corp.

Blank Check Company

Director Nominee

Eversource Energy

Public Utility

Brewer Lane Management, LLC

Managing Member

Brewer Lane Ventures Fund 1 GP, LLC

Managing Member

Digital Insurance

Data Analytics

Franklin Resources

Asset Management

New England Center for Children

Non-Profit Education

Michael Rubenstein

Estrella Broadcasting, Inc.

TVision Insights, Inc.

Ad measurement

Teikametrics Inc.

Triple Lift, Inc.

Advertising Technology Company

Altimar Acquisition Corp.

Blank Check Company

Altimar Acquisition Corp.

Blank Check Company

Director Nominee

Network Merchants, LLC

Vertex Holdco, Inc.

(Verifone Systems, Inc.)

Entitys Business

Altimar Acquisition Corp.

Blank Check Company

Altimar Acquisition Corp.

Blank Check Company

Director Nominee

Michael Vorhaus

Livestreaming

Director, Chair

Vorhaus Advisors

Digital Media

Chief Executive Officer

Board of Directors

Altimar Acquisition Corp.

Blank Check Company

Altimar Acquisition Corp.

Blank Check Company

Director Nominee

Includes funds and accounts advised by HPS and affiliates.

If any of the above executive officers or directors becomes aware of a business combination opportunity which is suitable for any of the above

entities to which he or she has current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, and only present it to us if such

entity rejects the opportunity.

Potential investors should also be aware of the following other potential conflicts of interest:

Our executive officers and directors are not required to, and will not, commit their full time to our affairs,

which may result in a conflict of interest in allocating their time.

We do not intend to have any full-time employees prior to the completion of our initial business combination.

Each of our executive officers is engaged in several other business

endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

Our Sponsor subscribed for founder shares and has purchased Private Placement Warrants as part of the Initial

Public Offering.

Our Sponsor and each member of our management team have entered into an agreement with us, pursuant to which they

have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of our initial business combination, and (ii) a shareholder vote to approve an amendment

to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with

our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of the Initial Public Offering or during any extension period or (B) with

respect to any other provision relating to the rights of holders of our Class A ordinary shares.

Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its founder shares if

we fail to complete our initial business combination within the prescribed time frame.

If we do not complete our initial business combination within the prescribed time frame, the Private Placement Warrants will expire worthless.

Except as described

herein, our Sponsor and our directors and executive officers have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one year after the completion of our initial business combination and

(B) subsequent to our initial business combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a

liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their

ordinary shares for cash, securities or other property.

Except as described herein, the Private Placement Warrants will not be transferable until 30 days following the completion of our

initial business combination.

Because each of our executive officers and directors will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an

appropriate business with which to effectuate our initial business combination.

Our officers and directors may have a conflict of interest with respect to evaluating a particular business

combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination.

In addition, HPS and our Sponsor, officers and

directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.

Any such companies may present additional conflicts of interest in pursuing an

acquisition target, particularly in the event there is overlap among investment mandates.

We are not prohibited from

pursuing an initial business combination with a company that is affiliated with our Sponsor, HPS, officers or directors.

In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of

HPS or our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such initial business

combination is fair to our company from a financial point of view.

We are not required to obtain such an opinion in any other context.

Furthermore, in no event will our Sponsor or any of our existing officers or directors, or their respective affiliates, be paid by us any

finders fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination.

Further, commencing on the date our securities are first listed on the

NYSE, we will also reimburse an affiliate of our Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution

under Cayman Islands law, being the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting.

In such case, our Sponsor and each member of our management

team have agreed to vote their founder shares and public shares in favor of our initial business combination.

Limitation on Liability and

Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a companys memorandum and

articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful

default, willful neglect, civil fraud or the consequences of committing a crime.

Our amended and restated memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law,

including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.

We will enter into agreements with our directors and officers to provide contractual indemnification in

addition to the indemnification provided for in our amended and restated memorandum and articles of association.

We have purchased a policy of directors and officers liability insurance that insures our officers and directors against the

cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and

have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever (except to

the extent they are entitled to funds from the trust account due to their ownership of public shares).

Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust

account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against

our officers or directors for breach of their fiduciary duty.

These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might

otherwise benefit us and our shareholders.

Furthermore, a shareholders investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and

experienced officers and directors.

The information required by this item is incorporated by reference to our definitive Proxy Statement for the 2021 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days of December 31, 2021.

Executive Compensation.

None of our executive officers or directors have received any cash compensation for services rendered to us.

Commencing on the date that our

us in the amount of $10,000 per month.

In addition, our Sponsor, executive officers and directors, or their respective affiliates will be reimbursed for any

out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, executive officers or directors, or their affiliates.

Any such payments prior to an initial business combination will be

made using funds held outside the Trust Account.

Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive

officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business

to completion of our initial business combination.

After the completion of our initial business combination, directors or members of our

management team who remain with us may be paid consulting or management fees from the combined company.

All of these fees will be fully disclosed to shareholders, to the extent then known, in the definitive Proxy Statement furnished to our

shareholders in connection with a proposed initial business combination.

We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management.

It is unlikely the amount of

Any compensation to be

of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after

management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.

We are not party to any agreements with our executive officers

and directors that provide for benefits upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of

December 31, 2020 by:

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

each of our executive officers and directors that beneficially owns ordinary shares;

all our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC.

To our knowledge, each person named in the table below has sole

voting and investment power with respect to all of our ordinary shares beneficially owned by them, except as otherwise set forth in the notes to the table and pursuant to applicable community property laws.

Unless otherwise indicated, the address of

each person named in the table is c/o Altimar Acquisition Corporation, 40 West 57th Street, 33rd Floor, New York, NY 10019.

Ordinary Shares

Beneficially Owned

Directors and Executive Officers:

Michael Rubenstein

Michael Vorhaus

Tom Wasserman

All directors and executive officers as a group (10 persons)

5% Stockholders :

Altimar Sponsor, LLC (our sponsor)

Linden Capital L.P.

Senator Investment Group LP (5)

Point72 Asset Management, L.P.

Luxor Capital Partners, LP (7)

Less than one percent.

Interests shown consist solely of founder shares, classified as Class B ordinary shares.

Such shares will

automatically convert into Class A ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof.

The percentage of beneficial ownership of our ordinary shares is based on a total of 27,500,000 Class A

ordinary shares issued and outstanding as of December 31, 2020.

For the founder shares and Altimar Sponsor, LLC shares, the percentage of beneficial ownership of our ordinary shares is based on a total of 27,500,000 Class A ordinary shares and

6,875,000 Class B ordinary shares issued and outstanding as of December 31, 2020, and assumes conversion of all Class B ordinary shares into Class A ordinary shares.

The shares reported above are held in the name of our sponsor.

Our sponsor is controlled by HPS.

Schedule 13G filed with the SEC on February 16, 2021, by Altimar Sponsor, LLC.

The address of Altimar Sponsor, LLC is 40 West 57th Street, 33rd Floor, New York, New York 10019.

Based upon a Schedule 13G/A filed with the SEC on February 8, 2021, by Linden Capital L.P.

The address of

Linden Capital L.P.

is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda.

Based upon a Schedule 13G filed with the SEC on February 4, 2021, by Senator Investment Group LP.

of Senator Investment Group LP is 510 Madison Avenue, 28th Floor, New York, NY 10022.

Based upon a Schedule 13G filed with the SEC on January 27, 2021, by Point 72 Asset Management, L.P.

address of Point72 Asset Management, L.P.

is 72 Cummings Point Road, Stamford, CT 06902.

Based upon a Schedule 13G filed with the SEC on January 5, 2021, by Luxor Capital Group, LP.

The address of

Luxor Capital Group, LP is 1114 Avenue of the Americas, 28th Floor, New York, New York 10036.

Transfers of Founder Shares and

Private Placement Warrants

The founder shares and Private Placement Warrants and any Class A ordinary shares issued upon

conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreement entered into by our Sponsor and management team.

Our Sponsor and each member of our management team have agreed not to transfer,

assign or sell any of their founder shares until the earliest of (a) one year after the completion of our initial business combination and (b) subsequent to our initial business combination, (x) if the closing price of our

Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least

150 days after our initial business combination or (y) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our public shareholders having the right to exchange their

Class A ordinary shares for cash, securities or other property.

The Private Placement Warrants and the respective Class A ordinary shares underlying such warrants are not transferable or salable until 30 days after the completion of

our initial business combination.

The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our Sponsor or their

affiliates, any affiliates of our Sponsor, or any employees of such affiliates, or any funds or accounts advised by our Sponsor or its affiliates;

(b) in the case of an individual, by gift to a member of one of the individuals immediate

family or to a trust, the beneficiary of which is a member of the individuals immediate family, an affiliate of such person or to a charitable organization;

upon death of the individual;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater

than the price at which the founder shares, Private Placement Warrants or Class A ordinary shares, as applicable, were originally purchased;

(f) by virtue of our Sponsors organizational documents upon liquidation or dissolution of

(g) to the Company for no value for cancellation in connection with the consummation of our initial business combination;

(h) in the event of our liquidation prior to the completion of our initial business combination;

(i) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or

other property subsequent to our completion of our initial business combination;

provided , however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing to be bound by

these transfer restrictions and the other restrictions contained in the letter agreement.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

Certain Relationships and Related Transactions, and Director Independence.

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.

The founder shares (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or

sold by the holder.

As more fully discussed elsewhere in this Annual Report, if any of our officers or directors

becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations

to present such opportunity to such entity.

Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We may, at our option, pursue an Affiliated Joint

Acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation.

Any such entity may co-invest with us in the target business at the time of our initial

business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity.

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 pay to an affiliate of our Sponsor for office space, administrative and support services.

Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finders and consulting fees, will be paid to our Sponsor, officers and directors, or their

respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.

However, these individuals will be reimbursed for any

out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

business combinations.

Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

Prior to the consummation of our Initial Public Offering, our Sponsor agreed to loan us up to $300,000 to be used for a portion of the

expenses of the Initial Public Offering.

The loan was repaid upon the closing of the Initial Public Offering out of the offering proceeds not held in the Trust Account.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of

our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required.

If we complete an initial business combination, we may repay such loaned amounts out of the proceeds of the trust account released

In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such

Up to $2,000,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability

and exercise period.

The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.

We do not expect to seek loans from parties other than our Sponsor, its

affiliates or our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the definitive Proxy Statement, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation

will be known at the time of distribution of such definitive Proxy Statement or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to

determine executive and director compensation.

We have entered into a registration and shareholder rights agreement pursuant to which our

Sponsor will be entitled to certain registration rights with respect to the Private Placement Warrants, the warrants issuable upon conversion of working capital loans (if any) and the Class A ordinary shares issuable upon exercise of the

foregoing and upon conversion of the founder shares, and, upon consummation of our initial business combination, to nominate three individuals for appointment to our board of directors, as long as the Sponsor holds any securities

covered by the registration and shareholder rights agreement, which is filed as Exhibit 10.9 to this Annual Report.

We will bear the expenses incurred in connection with the filing of any

such registration statements.

Policy for Approval of Related Party Transactions

The audit committee of our board of directors has adopted a charter, providing for the review, approval and/or ratification of related

party transactions, which are those transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee.

At its meetings, the audit

committee shall be provided with the details of each new, existing, or proposed related party transaction, including the terms of the transaction, any contractual restrictions that the Company has already committed to, the business purpose of the

transaction, and the benefits of the transaction to the Company and to the relevant related party.

Any member of the committee who has an interest in the related party transaction under review by the committee shall abstain from voting on the

approval of the related party transaction, but may, if so requested by the chairman of the committee, participate in some or all of the committees discussions of the related party transaction.

Upon completion of its review of the related party

transaction, the committee may determine to permit or to prohibit the related party transaction.

Principal Accountant Fees and Services.

The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to Withum for

services rendered.

During the period from August 20, 2020 (inception) through December 31, 2020, fees for our independent

registered public accounting firm were approximately $70,555 for the services Withum performed in connection with our Initial Public Offering, review of the financial information included in our Forms 10-Q for

the respective periods and the audit of our December 31, 2020 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees.

During the period from August 20, 2020 (inception) through December 31, 2020, our independent registered public

accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements.

During the period from August 20, 2020 (inception) through December 31, 2020, our independent registered public accounting firm did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

During the period from August 20, 2020 (inception) through December 31, 2020, there were no fees billed for products and

services provided by our independent registered public accounting firm other than those set forth above.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not

pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and

on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors,

including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits, Financial Statement Schedules

The following documents are filed as part of this Form 10-K:

Financial Statements:

Report of Independent Registered Public Accounting Firm

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders Equity

Statement of Cash Flows

Notes to Financial Statements

Principal Accounting Fees and Services.

Exhibit and Financial Statement Schedules.

The financial statements included in this annual report are listed on page F-1 .

Financial statement schedules:

We hereby file or incorporate by reference as part of this Annual Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated

herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the

SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

Underwriting Agreement, dated October 22, 2020, by and between Altimar Acquisition Corporation and Goldman Sachs

LLC (incorporated by reference to Exhibit 1.1 to the Companys Current Report on Form 8-K filed with the Commission on October 28, 2020).

Business Combination Agreement, dated December

23, 2020, by and among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Exhibit

2.1 to the Companys Current Report on Form 8-K filed with the Commission on December 28, 2020).

Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit

3.2 to the Companys registration statement on Form S-1 filed with the Commission on October 19, 2020).

Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Companys registration statement on Form S-1 filed with the Commission on October 19, 2020).

Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit

4.2 to the Companys registration statement on Form S-1 filed with the Commission on October 19, 2020).

Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Companys registration statement on Form S-1 filed with the Commission on October 19, 2020).

Warrant Agreement, dated October 22, 2020, between the Company and Continental Stock Transfer

& Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Commission on October 28, 2020).

Description of Securities

Forfeiture and Support Agreement, dated as of December 23, 2020, by and among Altimar Sponsor LLC, the Altimar Class

B Holders party thereto, Owl Rock Capital Partners LP, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC and Neuberger Berman Group LLC (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on December 28, 2020).

Form of Subscription Agreement No.

1 (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the Commission on December 28, 2020).

Form of Subscription Agreement No.

2 (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the Commission on December 28, 2020).

Employment and Restrictive Covenant Agreement, dated as of December

23, 2020, by and between Altimar Acquisition Corporation and Doug Ostrover (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form

8-K filed with the Commission on December 28, 2020).

Employment and Restrictive Covenant Agreement, dated as of December

23, 2020, by and between Altimar Acquisition Corporation and Marc Lipschultz (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form

8-K filed with the Commission on December 28, 2020).

Employment and Restrictive Covenant Agreement, dated as of December

23, 2020, by and between Altimar Acquisition Corporation and Michael D.

Rees (incorporated by reference to Exhibit 10.6 to the Companys Current Report on Form

8-K filed with the Commission on December 28, 2020).

Letter Agreement, dated October

22, 2020, by and among the Company, its officers and directors and the Sponsor (incorporated by reference to Exhibit 10.4 to the Companys Current Report on Form

8-K filed with the Commission on October 28, 2020).

Investment Management Trust Agreement, dated October 22, 2020, by and between the Company and Continental Stock Transfer

& Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed with the Commission on October 28, 2020).

Registration and Shareholder Rights Agreement, dated October

22, 2020, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed with the Commission on October

Securities Subscription Agreement, dated September

1, 2020, between the Company and the Sponsor (incorporated by reference to Exhibit 10.7 to the Companys registration statement on Form S-1 filed with the Commission on October 19, 2020).

Private Placement Warrant Purchase Agreement, dated October

22, 2020, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed with the Commission on October 28,

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 to the Companys registration statement on Form S-1 filed with the Commission on October 19, 2020).

Administrative Services Agreement, dated October

22, 2020, between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the Companys Current Report on Form 8-K filed with the Commission on October 28, 2020)

Promissory Note, dated September 1, 2020, issued to Altimar Acquisition Corporation (incorporated by reference to Exhibit

10.6 to the Companys registration statement on Form S-1 filed with the Commission on October 19, 2020).

Power of Attorney (included on signature page of this annual report).

Certification of Principal Executive Officer pursuant to Rules

13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer pursuant to Rules

13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer pursuant to 18 U.S.C.

Exhibits included or incorporated by reference herein:

See Exhibit Index on the following page.

Form 10-K Summary.

Exhibit Index

Exhibit Number Description

Business Combination Agreement, dated as of December 23, 2020, as amended from time to time, by and among Altimar, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021)

Amendment to Business Combination Agreement, dated as of January 4, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021)

Second Amendment to Business Combination Agreement, dated as of March 25, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021)

Third Amendment to Business Combination Agreement, dated as of April 11, 2021, among Altimar Acquisition Corporation, Owl Rock Capital Group LLC, Owl Rock Capital Feeder LLC, Owl Rock Capital Partners LP and Neuberger Berman Group LLC (incorporated by reference to Annex C of Altimar Acquisition Corporation Proxy Statement/Prospectus on Form S-4 filed on April 22, 2021)

Agreement and Plan of Merger, dated October 17, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Flyer Merger Sub I, LLC, Flyer Merger Sub II, LP, OSREC GP Holdings, LP, Oak Street Real Estate Capital, LLC, SASC Feeder, LP and Augustus, LLC (incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 18, 2021)

First Amendment to the Agreement and Plan of Merger, dated as of December 23, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Flyer Merger Sub I, LLC, Flyer Merger Sub II, LP, OSREC, GP Holdings, LP, Oak Street Real Estate Capital, LLC, SASC Feeder, LP and Augustus, LLC.

(incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on December 30, 2021)

Certificate of Domestication of Altimar Acquisition Corporation (incorporated by reference to Exhibit 3.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Certificate of Incorporation of Blue Owl Capital Inc.

(incorporated by reference to Exhibit 3.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Amended and Restated Bylaws of Blue Owl Capital Inc.

(incorporated by reference to Exhibit 3.

2 of Blue Owl Capital Inc.

Quarterly Report on Form 10-Q filed on November 9 , 2021)

Amended and Restated Warrant Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Computershare Trust Company, N.A.

and Computershare Inc.

and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Indenture, dated as of June 10, 2021, by and among Blue Owl Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 10, 2021)

First Supplemental Indenture, dated as of June 10, 2021, by and among Blue Owl Finance LLC, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 10, 2021)

Form of 3.125% Senior Note due 2031 (incorporated by reference to Exhibit 4.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on June 10, 2021)

Second Supplemental Indenture dated as of October 7, 2021 among Blue Owl Finance LLC, as issuer, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Owl Rock Capital Group LLC, Dyal Capital Holdings LLC, Owl Rock Capital GP Holdings LP and Dyal GP Holdings LLC, as guarantors, Blue Owl Capital Inc.

solely for purposes of Section 6.3 and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on October 7, 2021)

Form of 4.125% Senior Note due 2051 (included in Exhibit 4.

Tax Receivable Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, and each of the Partners (as defined therein) party thereto (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Investor Rights Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., the ORC Sellers (as defined therein) party thereto, the Dyal Sellers (as defined therein) party thereto, Altimar Sponsor and the other parties from time to time party thereto (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Exhibit Number Description

Amended and Restated Limited Liability Company Agreement of Blue Owl Capital GP LLC (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Amended and Restated Limited Partnership Agreement of Blue Owl Capital Holdings LP (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Amended and Restated Limited Partnership Agreement of Blue Owl Capital Carry LP (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Blue Owl Capital Inc.

2021 Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Exchange Agreement, dated as of May 19, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP and the Blue Owl Limited Partners (as defined therein) from time to time party thereto (incorporated by reference to Exhibit 10.7 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.8 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Transition Services Agreement, dated as of May 19, 2021, by and between Blue Owl Capital Inc.

and Neuberger Berman Group LLC (incorporated by reference to Exhibit 10.9 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on May 21, 2021)

Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Ow l C apital Inc.

(f/k/a Altimar Acquisition Corporation and Doug Ostrover (incorporated by reference to Exhibit 10.4 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020)

Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corporation and Marc Lipschultz (incorporated by reference to Exhibit 10.5 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020)

Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corporation and Michael D.

Rees (incorporated by reference to Exhibit 10.6 of Altimar Acquisition Corporation Current Report on Form 8-K filed on December 28, 2020)

Agreement of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP and Illiquid Markets 1888 Fund, LLC (incorporated by reference to Exhibit 10.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on September 20, 2021)

Agreement of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP and Koch Financial Assets III, LLC (incorporated by reference to Exhibit 10.2 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on September 20, 2021)

Agreement of Purchase and Sale, dated as of September 20, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital Holdings LP and Koch Companies Defined Benefit Master Trust (incorporated by reference to Exhibit 10.3 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on September 20, 2021)

Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc.

and Koch Financial Assets III, LLC (incorporated by reference to Exhibit 10.4 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on September 20, 2021)

Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc.

and Koch Companies Defined Benefit Master Trust (incorporated by reference to Exhibit 10.5 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on September 20, 2021)

Registration Rights Agreement, dated as of September 20, 2021, by and between Blue Owl Capital Inc.

and Illiquid Markets 1888 Fund, LLC (incorporated by reference to Exhibit 10.6 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on September 20, 2021)

Investor Rights Agreement, dated as of December 29, 2021, by and among Blue Owl Capital Inc., Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Douglas Ostrover, Marc Lipschultz, Michael Rees and Marc Zahr (incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on December 30, 2021)

Registration Rights Agreement, dated as of December 29, 2021, by and among Blue Owl Capital Inc., Marc Zahr and Augustus, LLC (incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on December 30, 2021)

Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29, 2021, by and between Blue Owl Capital Inc.

and Marc Zahr (incorporated by reference to Exhibit 2.1 of Blue Owl Capital Inc.

Current Report on Form 8-K filed on December 30, 2021)

First Amendment to Employment and Restrictive Covenant Agreement, dated as of December 2 3 , 202 0 , by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corp oration) and Douglas I.

First Amen dment to Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corporation) and Marc S.

First Amendment to Amended and Restated Employment and Restrictive Covenant Agreement, dated as of December 29 , 202 1 , by and between Blue Owl Capital Holdings, LLC and Marc Z ahr

Exhibit Number Description

First Amendment to Employment and Restrictive Covenant Agreement, dated as of December 23, 2020, by and between Blue Owl Capital Inc.

(f/k/a Altimar Acquisition Corporation) and Michael D.

Subsidiaries of the Registrant

Consent of KPMG LLP

Certification of the Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of the Chief Executive Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer pursuant to 18 U.S.C.

Certification of the Chief Financial Officer, pursuant to 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

XBRL Instance Document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly

caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in New York City, New York, on the 24 th day of February, 2021.

ALTIMAR ACQUISITION CORPORATION

/s/ Tom Wasserman

Tom Wasserman

Chief Executive Officer

ALTIMAR ACQUISITION CORPORATION

/s/ Wendy Lai

Chief Financial Officer

KNOW ALL BY THESE PRESENTS, that each of the undersigned constitutes and appoints each of Tom Wasserman

and Wendy Lai, each acting alone, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his

or her name, place and stead, in any and all capacities, to sign this annual report on Form 10-K (including amendments thereto), and to file the same, with all exhibits thereto, and other documents in

connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and

perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

/s/ Tom Wasserman

Tom Wasserman

Chief Executive Officer

(Principal Executive

February 24, 2021

/s/ Wendy Lai

President, Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

February 24, 2021

/s/ Kevin Beebe

February 24, 2021

/s/ Payne Brown

February 24, 2021

/s/ Richard M.

February 24, 2021

/s/ Roma Khanna

February 24, 2021

/s/ Michael Rubenstein

Michael Rubenstein

February 24, 2021

/s/ Vijay Sondhi

February 24, 2021

/s/ Michael Vorhaus

Michael Vorhaus

101* Interactive data files pursuant to Rule 405 of Regulation S-T, formatted in Inline XBRL (eXtensible Business Reporting Language):

(i) the Consolidated and Combined Statements of Financial Condition as of December 31, 2021 and December 31, 2020, (ii) the Consolidated and Combined Statements of Operations for the years ended December 31, 2021, 2020 and 2019, (iii) the Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit) for the years ended December 31, 2021, 2020 and 2019, (iv) the Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019, and (v) the Notes to the Consolidated and Combined Financial Statements

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).

The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request

+ Indicates a management or compensatory plan

* Filed herewith

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 28, 2022

ALTIMAR ACQUISITION CORPORATION

Blue Owl Capital Inc.

/s/ Alan Kirshenbaum

Alan Kirshenbaum

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant in the capacities on February 28, 2022.

/s/ Douglas I.

Ostrover Chief Executive Officer and Director

Lipschultz Co-President and Director

/s/ Michael Rees Co-President and Director

/s/ Alan Kirshenbaum Chief Financial Officer

Alan Kirshenbaum (Principal Financial Officer and Principal Accounting Officer)

/s/ Claudia Holz Director

/s/ Andrew S.

Komaroff Director

Packer Director

/s/ Stacy Polley Director

/s/ Sean Ward Director

/s/ Dana Weeks Director

/s/ Marc Zahr Director

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Financial Statements:

Balance Sheet

Statement of Operations

Statement of Changes in Shareholders Equity

Statement of Cash Flows

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm F- 2

Consolidated and Combined Statements of Financial Condition as of December 31, 2021 and 2020 F- 5

Consolidated and Combined Statements of Operations for the years ended December 31, 2021, 2020 and 2019 F- 6

Consolidated and Combined Statements of Changes in Shareholder’s Equity (Deficit) for the years ended December 31, 2021, 2020 and 2019 F- 7

Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019 F- 10

Notes to Consolidated and Combined Financial Statements F - 11

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Altimar Acquisition Corporation (the Company) as of December 31, 2020, the related

statements of operations, changes in shareholders equity and cash flows for the period from August 20, 2020 (inception) through December 31, 2020 and the related notes (collectively referred to as the financial

statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the period from

August 20, 2020 (inception) through December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

To the Shareholders and Board of Directors

Blue Owl Capital Inc.:

Opinion on the Consolidated and Combined Financial Statements

We have audited the accompanying consolidated and combined statements of financial condition of Blue Owl Capital Inc.

and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated and combined statements of operations, changes in shareholders’ equity (deficit), and cash flows for each of the years in the three‑year period ended December 31, 2021, and the related notes (collectively, the consolidated and combined financial statements).

In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2021, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the

responsibility of the Companys management.

Our responsibility is to express an opinion on the Companys financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the

These consolidated and combined financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on these consolidated and combined financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the

financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated and combined financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated and combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated and combined financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated and combined financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the

Companys auditor since 2020.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated and combined financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated and combined financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated and combined financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the fair value of certain acquired intangible assets

As discussed in Note 1 to the consolidated and combined financial statements, the Company acquired Dyal Capital Partners (Dyal) and Oak Street Real Estate Capital LLC (Oak Street) on May 19, 2021 and December 29, 2021, respectively.

The acquisitions were accounted for as business combinations using the acquisition method of accounting as discussed in Note 2.

As discussed in Note 3, the Company acquired Dyal and Oak Street for total purchase consideration of $5,607.2 million and $1,083.4 million, respectively.

In connection with the acquisitions, the Company recognized intangible assets acquired at their acquisition-date fair value.

The intangible assets acquired included investment management agreements related to the Dyal and Oak Street acquisitions of $1,859.9 million and $323.3 million, respectively.

The intangible assets acquired also included investor relationships related to the Dyal and Oak Street acquisitions of $291.4 million and $157.4 million, respectively.

We identified the evaluation of the fair value of the investment management agreements and investor relationships acquired in the Dyal and Oak Street business combinations as a critical audit matter.

Subjective and complex auditor judgment was required to evaluate the following assumptions:

— projected revenue on assets under management used to value the investment management agreements

— investor retention rates used to value the investor relationships

— discount rates used to value the investment management agreements and investor relationships.

The acquisition-date fair value of investment management agreements and investor relationships were sensitive to changes in the above assumptions.

In addition, the projected revenue on assets under management was based on expectations of future market and economic conditions that are uncertain.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design of certain internal controls related to the valuation process for the investment management agreements and investor relationships.

This included controls related to the development of the above assumptions.

We evaluated the reasonableness of the projected revenue on assets under management by comparing it to historical revenue on assets under management.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

— evaluating the discount rates used to determine the fair value of the investment management agreements and the investor relationships by (1) comparing their inputs to publicly available market data for comparable entities, (2) recalculating the Company’s determination of its weighted average cost of capital (WACC) used to determine its discount rates, and (3) reconciling the Company’s determination of its WACC to the Company’s weighted average return on assets and internal rate of return

— evaluating the discount rates used to determine the fair value of the investment management agreements and the fair value of the investor relationships acquired in the Oak Street business combination by comparing the Company’s determination of the WACC to market information such as venture capital rates of return used to value companies in various stages of development

— evaluating the investor retention rates used to determine the fair value of the investor relationships by comparing them to historical retention rates of investors participating in new funds and investment strategies.

Fair value of earnout securities on date of Business Combination

As discussed in Note 1 to the consolidated and combined financial statements, in connection with the Business Combination on May 19, 2021, the Company issued two series of Class E Shares and the Blue Owl Operating Partnerships issued Seller Earnout Units (collectively, the Earnout Securities).

As discussed in Note 9, the Company recorded an earnout liability of $635.1 million, of which $491.3 million related to the Earnout Securities.

As discussed in Note 2, the liability for Earnout Securities is carried at fair value with changes in fair value included within change in earnout liability in the Company’s consolidated and combined financial statements.

In addition, as discussed in Note 2, Earnout Securities issued to certain employees in connection with the Business Combination were accounted for as equity-based compensation.

As discussed in Note 8, the Company recorded total equity-based compensation expense for Earnout Securities of $63 million.

As discussed in Notes 1 and 8, the Earnout Securities had Triggering Events on July 21, 2021 and November 3, 2021, and as a result, none remained outstanding as of December 31, 2021.

We identified the evaluation of the fair value of Earnout Securities issued on May 19, 2021 in connection with the Business Combination as a critical audit matter.

A higher degree of subjective and complex auditor judgment was required to evaluate the volatility rate developed from guideline public companies and the discount for lack of marketability (DLOM) used to estimate the fair value of the Earnout Securities.

The development of these assumptions involved unobservable data or company adjustments of observable data.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design of certain internal controls related to the valuation process for Earnout Securities, including controls related to the determination of the volatility rate.

We involved valuation professionals with specialized skills and knowledge, who assisted in:

— evaluating the DLOM by comparing it to an independently developed range of DLOMs

— assessing the volatility rate used in the valuation of Earnout Securities by comparing it to (1) an independently developed volatility rate using comparable peer companies, (2) historical and implied volatility rates of relevant public peer companies, and (3) an independently developed range of volatility rates using the capital structure of the Company.

We have served as the Company’s auditor since 2016.

New York, New York

February 28, 2022

ALTIMAR ACQUISITION CORPORATION

BALANCE SHEET

DECEMBER 31, 2020

Current assets

Prepaid expenses

Total Current Assets

Cash and marketable securities held in Trust Account

LIABILITIES AND SHAREHOLDERS EQUITY

Current liabilities

Accrued expenses

Accrued offering costs

Total Current Liabilities

Deferred underwriting fee payable

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Consolidated and Combined Statements of Financial Condition

(Dollars in Thousands, Except Per Share Data)

December 31, 2021 December 31, 2020

Cash and cash equivalents $ 42,567 $ 11,630

Due from related parties 224,576 92,698

Operating lease assets 86,033 —

Strategic Revenue-Share Purchase consideration, net 495,322 —

Deferred tax assets 635,624 800

Intangible assets, net 2,611,411 —

Goodwill 4,132,245 —

Other assets, net 38,620 16,469

Total Assets $ 8,266,398 $ 121,597

Debt obligations, net $ 1,174,167 $ 356,386

Accrued compensation 155,606 207,957

Operating lease liabilities 88,480 —

Deferred tax liabilities 48,962 —

TRA liability (includes $ 111,325 and $ — at fair value)

Warrant liability, at fair value 68,798 —

Earnout liability 143,800 —

Accounts payable, accrued expenses and other liabilities 68,339 58,415

Total Liabilities 2,418,828 622,758

Commitments and Contingencies

Class A ordinary shares subject to possible redemption, 26,154,908 shares at $10.00 per

Shareholders Equity

Preference shares, $0.0001 par value;

5,000,000 shares authorized;

no shares issued and

Class A ordinary shares, $0.0001 par value;

500,000,000 shares authorized;

1,345,092 shares

issued and outstanding (excluding 26,154,908 shares subject to possible redemption)

Class B ordinary shares, $0.0001 par value;

50,000,000 shares authorized;

6,875,000 shares

issued and outstanding

Commitments and Contingencies (Note 11)

Shareholders’ Equity (Deficit)

Members’ deficit prior to the Business Combination — ( 507,687 )

Class A Shares, par value $ 0.0001 per share, 2,500,000,000 and none authorized, 404,919,411 and none issued and outstanding

Class C Shares, par value $ 0.0001 per share, 1,500,000,000 and none authorized, 674,766,200 and none issued and outstanding

Class D Shares, par value $ 0.0001 per share, 350,000,000 and none authorized, 319,132,127 and none issued and outstanding

Additional paid-in capital 2,160,934 —

Accumulated deficit ( 497,506 ) —

Total Shareholders’ Equity Attributable to Blue Owl Capital Inc.

Shareholders’ equity attributable to noncontrolling interests 4,184,003 6,526

Total Shareholders’ Equity (Deficit) 5,847,570 ( 501,161 )

Total Liabilities and Shareholders’ Equity (Deficit) $ 8,266,398 $ 121,597

The accompanying notes are an integral part of these consolidated and combined financial statements.

Blue Owl Capital Inc.

Consolidated and Combined Statements of Operations

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands, Except Per Share Data)

Year Ended December 31,

2021 2020 2019

Management fees, net (includes Part I Fees of $ 150,370 , $ 34,404 and $ 11,515 )

$ 667,935 $ 194,906 $ 123,957

Administrative, transaction and other fees 150,037 54,909 66,893

Realized performance income 5,906 — —

Total Revenues, Net 823,878 249,815 190,850

Compensation and benefits 1,496,988 240,731 111,773

Amortization of intangible assets 113,889 — —

General, administrative and other expenses 140,268 67,811 51,710

Total Expenses 1,751,145 308,542 163,483

Net losses on investments ( 3,526 ) — —

Net losses on retirement of debt ( 17,636 ) — —

Interest expense ( 27,275 ) ( 23,816 ) ( 6,662 )

Change in TRA liability ( 13,848 ) — —

Change in warrant liability ( 43,670 ) — —

Change in earnout liability ( 834,255 ) — —

Total Other Loss ( 940,210 ) ( 23,816 ) ( 6,662 )

Loss Before Income Taxes ( 1,867,477 ) ( 82,543 ) 20,705

Income tax benefit ( 65,211 ) ( 102 ) 240

Consolidated and Combined Net Loss ( 1,802,266 ) ( 82,441 ) 20,465

Net loss attributable to noncontrolling interests 1,426,095 4,610 2,493

Net Loss Attributable to Blue Owl Capital Inc.

(After May 19, 2021) / Owl Rock (Prior to May 19, 2021) $ ( 376,171 ) $ ( 77,831 ) $ 22,958

May 19, 2021 through

December 31, 2021

Net Loss Attributable to Class A Shares $ ( 450,430 )

Net Loss per Class A Share

Basic $ ( 1.27 )

Diluted $ ( 1.34 )

Weighted-Average Class A Shares

Diluted 1,315,186,416

(1) Included in the weighted-average Class A Shares outstanding for the period from May 19, 2021 to December 31, 2021, were 9,191,642 RSUs that have vested but have not been settled in Class A Shares.

These RSUs do not participate in dividends until settled in Class A Shares.

The accompanying notes are an integral part of these consolidated and combined financial statements.

Blue Owl Capital Inc.

Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit)

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands, Except Per Share Data)

Year Ended December 31,

2021 2020 2019

Members’ Deficit Prior to the Business Combination

Beginning balance $ ( 507,687 ) $ ( 352,756 ) $ ( 69,916 )

Contributions — — 13,435

Distributions ( 103,143 ) ( 77,100 ) ( 319,233 )

Comprehensive income (loss) prior to the Business Combination Date 74,259 ( 77,831 ) 22,958

Transfer of predecessor members’ deficit to additional paid-in capital and noncontrolling interests 536,571 — —

Ending Balance $ — $ ( 507,687 ) $ ( 352,756 )

Class A Shares Par Value

Beginning balance $ — $ — $ —

Impact of the Business Combination 32 — —

Share issuance in connection with Strategic Revenue-Share Purchase 3 — —

Settlement of Earnout Securities 1 — —

Class C Shares and Common Units exchanged for Class A Shares 4 — —

Ending Balance $ 40 $ — $ —

Class C Shares Par Value

Beginning balance $ — $ — $ —

Impact of the Business Combination 63 — —

Settlement of Earnout Securities 6 — —

Class C Shares and Common Units exchanged for Class A Shares ( 4 ) — —

Class C Shares issued as consideration related to the Oak Street Acquisition 2 — —

Ending Balance $ 67 $ — $ —

Class D Shares Par Value

Beginning balance $ — $ — $ —

Impact of the Business Combination 29 — —

Settlement of Earnout Securities 3 — —

Ending Balance $ 32 $ — $ —

Class E Shares Par Value

Beginning balance $ — $ — $ —

Impact of the Business Combination 1 — —

Settlement of Earnout Securities ( 1 ) — —

Ending Balance $ — $ — $ —

Blue Owl Capital Inc.

Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit)

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands, Except Per Share Data)

Year Ended December 31,

2021 2020 2019

Additional Paid-in Capital

Beginning balance $ — $ — $ —

Transfer of predecessor Owl Rock members’ deficit to additional paid-in capital and noncontrolling interests ( 138,133 ) — —

Cash proceeds from the Business Combination 1,738,478 — —

Offering costs related to the Business Combination ( 126,309 ) — —

Allocation of cash proceeds to warrant liability ( 25,128 ) — —

Allocation to earnout liability for Class E Shares issued in connection with the Business Combination ( 83,949 ) — —

Deferred taxes recognized in the Business Combination 504,551 — —

TRA liability recognized in the Business Combination ( 359,388 ) — —

Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination ( 325,222 ) — —

Share issuance in connection with Strategic Revenue-Share Purchase 455,020 — —

Offering costs related to share issuance in connection with Strategic Revenue-Share Purchase ( 687 ) — —

Exercise of warrants 2 — —

Equity-based compensation 331,926 — —

Settlement of Earnout Securities 198,704 — —

Acquisition of noncontrolling interests ( 74,684 ) — —

Deferred taxes on capital transactions subsequent to the Business Combination 164,741 — —

TRA liability recognized on capital transactions subsequent to the Business Combination ( 195,795 ) — —

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership subsequent to the Business Combination 96,807 — —

Ending Balance $ 2,160,934 $ — $ —

Accumulated Deficit

Beginning balance $ — $ — $ —

Cash dividends declared on Class A Shares ( 47,076 ) — —

Comprehensive loss following the Business Combination Date ( 450,430 ) — —

Ending Balance $ ( 497,506 ) $ — $ —

Total Shareholders' Equity Attributable to Blue Owl Capital Inc.

$ 1,663,567 $ — $ —

Shareholders’ Equity Attributable to Noncontrolling Interests

Beginning balance $ 6,526 $ 2,259 $ ( 2,689 )

Transfer of predecessor Owl Rock members’ deficit to additional paid-in capital and noncontrolling interests ( 398,438 ) — —

Common Units issued as consideration related to the Dyal Acquisition 4,285,359 — —

Acquisition of noncontrolling interests in the Blue Owl Operating Group in connection with the Business Combination ( 491,956 ) — —

Allocation to earnout liability for Seller Earnout Units issued in the Business Combination ( 160,540 ) — —

Reallocation between additional paid-in capital and noncontrolling interests related to the Business Combination 325,222 — —

Common Units issued as consideration related to the Oak Street Acquisition 329,767 — —

Equity-based compensation 1,026,020 — —

Settlement of Earnout Securities 1,126,828 — —

Acquisition of noncontrolling interests ( 222,370 ) — —

Contributions 15,734 9,831 8,460

Distributions ( 135,244 ) ( 954 ) ( 1,019 )

Reallocation between additional paid-in capital and noncontrolling interests due to changes in Blue Owl Operating Group ownership subsequent to the Business Combination ( 96,810 ) — —

Comprehensive income (loss) ( 1,426,095 ) ( 4,610 ) ( 2,493 )

Ending Balance $ 4,184,003 $ 6,526 $ 2,259

Total Shareholders' Equity $ 5,847,570 $ ( 501,161 ) $ ( 350,497 )

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY

The accompanying notes are an integral part of these financial statements.

ALTIMAR ACQUISITION CORPORATION

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Formation and operational costs

Loss from operations

Other income:

Interest earned on marketable securities held in Trust Account

Weighted average shares outstanding of Class A redeemable ordinary shares

Basic and diluted net income per share, Class A

Weighted average shares outstanding of Class B

non-redeemable ordinary shares

Basic and diluted net loss per share, Class B

The accompanying notes are an integral part of these financial statements.

ALTIMAR ACQUISITION CORPORATION

STATEMENT OF CHANGES IN SHAREHOLDERS EQUITY

FOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Ordinary Shares

Shareholders

Balance August 20, 2020 (inception)

Issuance of Class B ordinary shares to Sponsor

Sale of 27,500,000 Units, net of underwriting discounts and offering costs

Sale of 5,000,000 Private Placement Warrants

Forfeiture of Founder Shares

Class A ordinary shares subject to possible redemption

Balance December 31, 2020

The accompanying notes are an integral part of these financial statements.

ALTIMAR ACQUISITION CORPORATION

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM AUGUST 20, 2020 (INCEPTION) THROUGH DECEMBER 31, 2020

Blue Owl Capital Inc.

Consolidated and Combined Statements of Changes in Shareholders’ Equity (Deficit)

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands, Except Per Share Data)

Year Ended December 31,

2021 2020 2019

Cash Dividends Paid per Class A Share $ 0.13 $ — $ —

Number of Class A Shares

Beginning balance — — —

Impact of the Business Combination 320,005,258 — —

Shares issued in connection with Strategic Revenue-Share Purchase 29,701,013 — —

Settlement of Earnout Securities 14,990,864 — —

Class C Shares and Common Units exchanged for Class A Shares 40,222,143 — —

Exercise of warrants 133 — —

Ending Balance 404,919,411 — —

Number of Class C Shares

Beginning balance — — —

Impact of the Business Combination 628,380,707 — —

Settlement of Earnout Securities 60,533,306 — —

Class C Shares and Common Units exchanged for Class A Shares ( 40,222,143 ) — —

Common Units issued as consideration for Oak Street Acquisition 26,074,330 — —

Ending Balance 674,766,200 — —

Number of Class D Shares

Beginning balance — — —

Impact of the Business Combination 294,656,373 — —

Settlement of Earnout Securities 24,475,754 — —

Ending Balance 319,132,127 — —

Number of Class E Shares

Beginning balance — — —

Impact of the Business Combination 14,990,864 — —

Settlement of Earnout Securities ( 14,990,864 ) — —

Ending Balance — — —

The accompanying notes are an integral part of these consolidated and combined financial statements.

Blue Owl Capital Inc.

Consolidated and Combined Statements of Cash Flows

(Prior to May 19, 2021, Owl Rock)

(Dollars in Thousands)

Year Ended December 31,

2021 2020 2019

Cash Flows from Operating Activities

Adjustments to reconcile net loss to net cash used in operating activities:

Payment of formation costs in exchange for issuance of Class B ordinary shares

Interest earned on marketable securities held in Trust Account

Consolidated and combined net (loss) income $ ( 1,802,266 ) $ ( 82,441 ) $ 20,465

Adjustments to reconcile consolidated and combined net loss to net cash from operating activities:

Amortization of intangible assets 113,889 — —

Equity-based compensation 1,205,336 — —

Depreciation and amortization of fixed assets 665 673 829

Amortization of debt discounts and deferred financing costs 1,868 787 225

Amortization of investment discounts and premiums 1,692 — —

Non-cash lease expense 1,974 — —

Net losses on retirement of debt 17,636 — —

Net losses on investments, net of dividends 3,583 — —

Change in TRA liability 13,848 — —

Change in warrant liability 43,670 — —

Change in earnout liability 834,255 — —

Deferred income taxes ( 66,138 ) ( 475 ) 159

Changes in operating assets and liabilities:

Prepaid expenses

Accrued expenses

Net cash used in operating activities

Due from related parties ( 105,376 ) ( 49,824 ) ( 12,407 )

Strategic Revenue-Share Purchase consideration ( 40,997 ) — —

Other assets, net ( 2,095 ) ( 9,747 ) 2,060

Accrued compensation 92,742 135,108 39,295

Accounts payable, accrued expenses and other liabilities ( 32,628 ) 11,153 ( 6,562 )

Net Cash Provided by Operating Activities 281,658 5,234 44,064

Cash Flows from Investing Activities

Investment of cash in Trust Account

Purchase of fixed assets ( 5,261 ) ( 652 ) ( 1,173 )

Purchase of investments ( 328,797 ) — —

Proceeds from investment sales and maturities 314,052 — —

Cash consideration paid for Dyal Acquisition and Oak Street Acquisition, net of cash acquired ( 1,578,866 ) — —

Proceeds from promissory note — ( 30,000 ) —

Repayments of promissory note — 30,000 —

Net Cash Used in Investing Activities ( 1,598,872 ) ( 652 ) ( 1,173 )

Cash Flows from Financing Activities

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Private Placement Warrants

Proceeds from promissory note related party

Repayment of promissory note related party

Payments of offering costs

Net cash provided by financing activities

Net Change in Cash

Cash Beginning

Cash Ending

Non-Cash Investing and Financing

Offering costs included in accrued offering costs

Offering costs paid directly by Sponsor from proceeds of issuance of Class B ordinary

Offering costs paid through promissory note related party

Initial classification of Class A ordinary shares subject to possible redemption

Change in value of Class A ordinary shares subject to possible redemption

Deferred underwriting fee payable

The accompanying notes are an integral part of these financial statements.

ALTIMAR ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

1 DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Altimar Acquisition Corporation (the Company) is a

blank check company incorporated as a Cayman Islands exempted company on August 20, 2020.

The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses or entities (a Business Combination).

The Company is not limited to a particular

industry or sector for purposes of consummating a Business Combination.

The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2020, the Company had not commenced any operations.

All activity for the period from August 20, 2020

(inception) through December 31, 2020 relates to the Companys formation and the initial public offering (Initial Public Offering), which is described below, identifying a target company for a Business Combination, activities

in connection with the proposed acquisition of Owl Rock Capital Group LLC, a Delaware limited liability company (Owl Rock) (see Note 6).

The Company will not generate any operating revenues until after the completion of a Business

Combination, at the earliest.

The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Companys Initial Public Offering was declared effective on October 22, 2020.

On October 27,

2020, the Company consummated the Initial Public Offering of 25,000,000 units (the Units and, with respect to the Class A ordinary shares included in the Units sold, the Public Shares), at $10.00 per Unit, generating

gross proceeds of $250,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company

consummated the sale of 4,666,667 warrants (the Private Placement Warrants) at a price of $1.50 per Private Placement Warrant in a private placement to Altimar Sponsor LLC (the Sponsor), generating gross proceeds of

$7,000,000, which is described in Note 4.

Following the closing of the Initial Public Offering on October 27, 2020, an amount of

$250,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the Trust Account), and invested in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the Investment Company Act), with a maturity of 185 days or less, or in any open-ended investment

company that holds itself out as a money market fund investing solely in U.S.

Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until

the earliest of:

(i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Companys shareholders, as described below.

On November 5, 2020, the underwriters elected to partially exercise their over-allotment option for which the Company consummated the

sale of an additional 2,500,000 Units, at $10.00 per Unit, and the sale of an additional 333,333 Private Placement Warrants, at $1.50 per Private Warrant, generating total gross proceeds of $25,500,000.

A total of $25,000,000 of the net proceeds was

deposited into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $275,000,000.

Total transaction costs

amounted to $15,714,288, consisting of $5,500,000 of underwriting fees, $9,625,000 of deferred underwriting fees and $589,288 of other offering costs.

The Companys management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering

and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

The stock exchange listing rules require that the Business

Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (excluding the amount of deferred underwriting commissions and taxes payable on the income

earned on the Trust Account).

The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a

controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act.

There is no assurance that the Company will be able to successfully effect a Business

The Company will provide the holders of the public shares (the Public Shareholders) with the opportunity to

redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as

to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their Public Shares, equal to the

aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially $10.00 per Public Share), including interest (which interest shall be net of taxes payable),

divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus.

The per-share amount to be distributed to the Public Shareholders who properly

redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6).

There will be no redemption rights upon the completion of a Business Combination with respect to the

Companys warrants.

ALTIMAR ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

The Company will proceed with a Business Combination only if the Company has net tangible

assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who

attend and vote at a general meeting of the Company.

If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated

Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (SEC), and file tender offer documents containing substantially the same information as

would be included in a proxy statement with the SEC prior to completing a Business Combination.

If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in

Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.

Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote,

irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks

shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is

acting in concert or as a group (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the Exchange Act)), will be restricted from redeeming its shares with respect to more than an aggregate of

15% of the Public Shares without the Companys prior written consent.

The Sponsor has agreed (a) to waive its redemption rights

with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to

modify the substance or timing of the Companys obligation to allow redemption in connection with the Companys initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination

within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders rights or pre-initial business combination activity, unless the Company provides

the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account, including interest earned on the Trust account and not previously released to pay taxes, divided by the number of then issued and outstanding Public Shares.

The Company will have until October 27, 2022 to consummate a Business Combination (the Combination Period).

However, if the

Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days

thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned and not previously released to

us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as

shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining Public Shareholders and its

Board of Directors, liquidate and dissolve, subject in each case to the Companys obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or

liquidating distributions with respect to the Companys warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will

receive if the Company fails to complete a Business Combination within the Combination Period.

However, if the Sponsor or any of its respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from

the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event

the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares.

In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($10.00).

In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent

any claims by a third party (other than the Companys independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a

transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.00 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust

Account, if less than $10.00 per Public Share, due to reductions in the value of trust assets, in each case net of the interest that may be withdrawn to pay taxes.

This liability will not apply to any claims by a third party who executed a waiver of

any and all rights to seek access to the Trust Account and as to any claims under the Companys indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as

ALTIMAR ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Cash proceeds from the Business Combination 1,738,603 — —

Offering costs related to the Business Combination ( 126,309 ) — —

Acquisition of noncontrolling interests in the Blue Owl Operating Group in connection with the Business Combination ( 491,956 ) — —

Acquisition of noncontrolling interests ( 297,054 ) — —

Proceeds from debt obligations 1,390,296 240,547 344,944

Debt issuance costs ( 17,864 ) ( 594 ) ( 4,151 )

Repayments of debt obligations, including retirement costs ( 577,835 ) ( 171,458 ) ( 83,590 )

Contributions from members prior to the Business Combination — 9,264 20,042

Dividends paid on Class A Shares ( 47,076 ) — —

Distributions to members prior to the Business Combination ( 103,144 ) ( 78,054 ) ( 320,252 )

Contributions from noncontrolling interests 15,734 — —

Distributions to noncontrolling interests ( 135,244 ) — —

Net Cash Provided by (Used in) Financing Activities 1,348,151 ( 295 ) ( 43,007 )

Net Increase (Decrease) in Cash and Cash Equivalents 30,937 4,287 ( 116 )

Cash and cash equivalents, beginning of period 11,630 7,343 7,459

Cash and Cash Equivalents, End of Period $ 42,567 $ 11,630 $ 7,343

Supplemental Information

Cash paid for interest $ 25,009 $ 23,231 $ 2,697

Cash paid for income taxes $ 4,353 $ 142 $ 359

The accompanying notes are an integral part of these consolidated and combined financial statements.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Blue Owl Capital Inc.

(the “Registrant”), a Delaware corporation, together with its consolidated subsidiaries (collectively, the “Company” or “Blue Owl”), is a global alternative asset manager.

Anchored by a strong permanent capital base, the Company deploys private capital across Direct Lending, GP Capital Solutions and Real Estate strategies on behalf of institutional and private wealth clients.

The Company’s primary sources of revenues are management fees, which are generally based on the amount of the Company’s fee-paying assets under management.

The Company generates substantially all of its revenues in the United States.

The Company operates through one operating and reportable segment.

This single reportable segment reflects how the chief operating decision makers allocate resources and assess performance under the Company’s “one-firm approach,” which includes operating collaboratively across product lines, with predominantly a single expense pool.

The Company conducts its operations through Blue Owl Capital Holdings LP (“Blue Owl Holdings”) and Blue Owl Capital Carry LP (“Blue Owl Carry”).

Blue Owl Holdings and Blue Owl Carry are referred to, collectively, as the “Blue Owl Operating Partnerships,” and collectively with their consolidated subsidiaries, as the “Blue Owl Operating Group.” The Registrant holds its controlling financial interests in the Blue Owl Operating Group indirectly through Blue Owl Capital Holdings GP LLC and Blue Owl Capital GP LLC (collectively, “Blue Owl GP”), which are directly or indirectly wholly owned subsidiaries of the Registrant.

Business Combination, Including Dyal Acquisition

The Registrant was initially incorporated in the Cayman Islands as Altimar Acquisition Corporation (“Altimar”), a special purpose acquisition company.

Pursuant to the Business Combination Agreement dated December 23, 2020, as amended, modified, supplemented or waived from time to time, (the “Business Combination Agreement”), on May 19, 2021 (“Business Combination Date”) (i) Altimar was redomiciled as a Delaware corporation and changed its name to Blue Owl Capital Inc., (ii) Altimar merged with Owl Rock (as defined below) (the “Altimar Merger”) and (iii) the Company acquired Dyal Capital Partners (“Dyal Capital”), a former division of Neuberger Berman Group LLC (the “Dyal Acquisition”) (collectively with the Altimar Merger, the “Business Combination”).

As further discussed in Note 2, for both the Altimar Merger and the Dyal Acquisition, Owl Rock was deemed to be the acquirer for accounting purposes.

Therefore, the predecessor to Blue Owl is “Owl Rock,” a combined carve-out of Owl Rock Capital Group LLC and Blue Owl Securities LLC (formerly, Owl Rock Capital Securities LLC) (“Securities”).

See Note 3 for additional information.

Oak Street Acquisition

On December 29, 2021, the Company completed its acquisition of Oak Street Real Estate Capital, LLC (“Oak Street”) and its advisory business (the “Oak Street Acquisition,” and together with the Dyal Acquisition, the “Acquisitions”).

See Note 3 for additional information.

Registrant’s Capital Structure

In 2021, the Registrant had the following instruments outstanding:

• Class A Shares —Shares of Class A common stock that are publicly traded.

Class A Shareholders are entitled to one vote per share on all matters submitted to a vote of shareholders.

Class A Shareholders are entitled to dividends declared on the Class A Shares by the Registrant’s board of directors (the “Board”).

• Class B Shares —Shares of Class B common stock that are not publicly traded.

Class B Shareholders are entitled to a number of votes per share that when combined with Class D Shares, equal 90 % of the total voting power of all shares.

Class B Shareholders are entitled to dividends in the same amount per share as declared on Class A Shares.

No Class B Shares have been issued from inception through December 31, 2021.

Common Units (as defined below) held by certain senior members of management (“Principals”) are exchangeable on a one -for-one basis for Class B Shares.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

• Class C Shares —Shares of Class C common stock that are not publicly traded.

Class C Shareholders are entitled to one vote per share on matters submitted to a vote of shareholders.

Class C Shareholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct and indirect holdings of Common Units and Incentive Units (as defined below and subject to limitations on unvested units).

For every Common Unit and Incentive Unit held directly or indirectly by non-Principals, one Class C Share is issued to grant a corresponding voting interest in the Registrant.

• Class D Shares —Shares of Class D common stock that are not publicly traded.

Class D Shareholders are entitled to a number of votes per share that when combined with Class B Shares, equal 90 % of the total voting power of all shares.

Class D Shareholders do not participate in the earnings of the Registrant, as the holders of such shares participate in the economics of the Blue Owl Operating Group through their direct or indirect holdings of Common Units and Incentive Units (subject to limitations on unvested units).

For every Common Unit and Incentive Unit held directly and indirectly by Principals, one Class D Share is issued to grant a corresponding voting interest in the Registrant.

• Class E Shares —Shares of Class E common stock that were not publicly traded.

Class E Shares were issued in connection with the Business Combination.

As of December 31, 2021, there were no Class E Shares remaining outstanding, as such shares were converted into Class A Shares upon their respective “Class E Triggering Events” as discussed below.

Class E Shareholders were no t entitled to a vote.

Class E Shares accrued dividends equal to amounts declared per Class A Share, which amounts were paid upon their respective Class E Triggering Event dates.

Class E Shares and Seller Earnout Units (as defined below) are collectively referred to as “Earnout Securities.”

In connection with the Business Combination, the Company issued two series of Class E Shares:

Series E-1 and Series E-2.

Series E-1 and E-2 vested upon a Class E Triggering Event, which occurred when the volume weighted-average price of a Class A Share exceeded $ 12.50 and $ 15.00 , respectively, for 20 consecutive trading days.

The Series E-1 Class E Shares had a Class E Triggering Event on July 21, 2021, at which time 7,495,432 Class E Shares were converted into an equal number of Class A Shares.

The Series E-2 Class E Shares had a Class E Triggering Event on November 3, 2021, at which time 7,495,432 Class E Shares were converted into an equal number of Class A Shares.

• RSUs —The Company grants Class A restricted share units (“RSUs”) to its employees and independent Board members.

An RSU entitles the holder to receive a Class A Share, or cash equal to the fair value of a Class A Share at the election of the Board, upon completion of a requisite service period.

RSUs granted to-date do not accrue dividend equivalents.

No RSUs were issued prior to the Business Combination.

RSU grants are accounted for as equity-based compensation.

See Note 8 for additional information.

• Warrants —In connection with the Business Combination, the Company issued warrants to purchase Class A Shares at a price of $ 11.50 per share.

The warrants expire five years from the Business Combination Date.

A portion of the outstanding warrants are held by the sponsor of Altimar (“Private Placement Warrants”) and the remaining warrants are held by other third-party investors (“Public Warrants”).

The Company generally may redeem all Public Warrants for $ 0.01 per warrant if the Company’s Class A Share price equals or exceeds $ 18.00 per share.

If the Company’s Class A Share price is greater than $ 10.00 per share but less than $ 18.00 per share, the Company generally may redeem all Public Warrants for $ 0.10 per warrant.

In each case, any redemptions require a 30 -day notice to the warrant holders, during which time the holders may elect to exercise their warrants, and such redemptions must be done for not less than all of the outstanding Public Warrants.

Holders may elect to exercise their warrants on a cashless basis.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The following table presents the number of shares of the Registrant, RSUs and warrants that were outstanding as of December 31, 2021:

December 31, 2021

Securities Act).

In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such

third-party claims.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Companys independent

registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Class A Shares 404,919,411

Class C Shares 674,766,200

Class D Shares 319,132,127

RSUs 21,059,443

Warrants 14,159,248

Blue Owl Operating Partnerships’ Capital Structure

In 2021, the Blue Owl Operating Partnerships had outstanding the following instruments, which are collectively referred to as “Blue Owl Operating Group Units”:

• GP Units —The Registrant indirectly holds a general partner interest and all of the GP Units in each of the Blue Owl Operating Partnerships.

The GP Units are limited partner interests in the Blue Owl Operating Partnerships that represent the Registrant’s economic ownership in the Blue Owl Operating Group.

For each Class A Share and Class B Share outstanding, the Registrant indirectly holds an equal number of GP Units.

References to GP Units refer collectively to a GP Unit in each of the Blue Owl Operating Partnerships.

References to GP Units also include Common Units (as defined below) acquired and held directly or indirectly by the Registrant as a result of Common Units exchanged for Class A Shares.

• Common Units —Common Units are limited partner interests held by certain members of management, employees and other third parties in the Blue Owl Operating Partnerships.

Subject to certain restrictions, Common Units are exchangeable on a one -for-one basis for either Class A Shares (if held by a non-Principal) or Class B Shares (if held by a Principal).

Common Unit exchanges may be settled in cash, only at the election of the Company’s Exchange Committee (currently composed of independent members of the Board), and only if funded from proceeds of a new permanent equity offering.

Common Units held by Principals are exchangeable after the two-year anniversary of the Business Combination Date.

References to Common Units refer collectively to a Common Unit in each of the Blue Owl Operating Partnerships, but excludes any Common Units held directly or indirectly by the Registrant.

Upon an exchange of Common Units for an equal number of Class A Shares or Class B Shares, a corresponding number of Class C Shares or Class D Shares, respectively, will be cancelled.

Common Unitholders are entitled to distributions in the same amount per unit as declared on GP Units.

• Incentive Units —Incentive Units are Class P limited partner interests in the Blue Owl Operating Partnerships granted to certain members of management, employees and consultants (collectively, “Incentive Unit Grantees”) and are generally subject to vesting conditions, as further discussed in Note 8.

Incentive Units are held indirectly through Blue Owl Management Vehicle LP on behalf of Incentive Unit Grantees.

A vested Incentive Unit may convert into a Common Unit upon becoming economically equivalent on a tax basis to a Common Unit.

Once vested, Incentive Unitholders are entitled to distributions in the same amount per unit as declared on GP Units and Common Units.

Unvested Incentive Unitholders generally are not entitled to distributions;

however, consistent with other Blue Owl Operating Group Units (other than Oak Street Earnout Units), unvested Incentive Units receive taxable income allocations that may subject holders to tax liabilities.

As a result, Incentive Unitholders (consistent with other Blue Owl Operating Group Units other than Oak Street Earnout Units) may receive tax distributions on unvested units to cover a portion or all of such tax liabilities.

• Seller Earnout Units —Seller Earnout Units were limited partner interests held in the Blue Owl Operating Partnerships that had the same Class E Triggering Events, forfeiture provisions and distribution restrictions as the Class E Shares.

In connection with the Business Combination, recipients of Earnout Securities had the option of selecting either Class E Shares or Seller Earnout Units.

For recipients that elected to receive Class E Shares, a corresponding number of Seller Earnout Units were indirectly held by the Registrant.

As of December 31, 2021, there were no Seller Earnout Units remaining outstanding.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The Series E-1 Seller Earnout Units had a Class E Triggering Event on July 21, 2021.

As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-1 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares).

The Series E-2 Seller Earnout Units had a Class E Triggering Event on November 3, 2021.

As a result, (i) 7,495,432 Seller Earnout Units underlying an equal number of Series E-2 Class E Shares were converted into an equal number of GP Units, (ii) 42,504,530 Seller Earnout Units were converted into an equal number of Common Units, and (iii) 42,504,530 non-economic, voting shares of the Registrant were issued to the holders of the converted Common Units ( 30,266,653 Class C Shares and 12,237,877 Class D Shares).

• Oak Street Earnout Units —In connection with the Oak Street Acquisition, the Company agreed to make additional payments of cash (“Oak Street Cash Earnout”) and Common Units (“Oak Street Earnout Units” and collectively with the Oak Street Cash Earnout, the “Oak Street Earnouts”) in two tranches upon the occurrence of certain “Oak Street Triggering Events.” The Oak Street Triggering Events are based on achieving a certain level of quarterly management fee revenues from existing and future Oak Street products.

See Note 3 for additional information.

The following table presents the number of Blue Owl Operating Group Units that were outstanding as of December 31, 2021:

Units December 31, 2021

GP Units 404,919,411

Common Units 993,898,327

Incentive Units 23,244,373

Oak Street Earnout Units 26,074,330

Share Repurchase Program

On May 19, 2021, Blue Owl’s Board authorized the repurchase of up to $ 100.0 million of Class A Shares.

Under the repurchase program, repurchases may be made from time to time in open market transactions, in privately negotiated transactions or otherwise.

The timing and the actual numbers repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions.

The repurchase program may be changed, suspended or discontinued at any time and will terminate upon the earlier of May 19, 2022 and the purchase of all shares available under the repurchase program.

As of December 31, 2021, the Company had no t repurchased any of its Class A Shares.

Common Unit Exchanges

During the fourth quarter of 2021, the Company exchanged 40,222,143 Common Units and Class C Shares for an equal number of Class A Shares.

As a result of the exchange, the Company reallocated equity from noncontrolling interests to the Company’s additional paid-in capital and recorded additional net deferred tax assets and TRA liability in connection with the exchanges.

See the consolidated and combined statement of shareholders’ equity and Note 10 for additional information, including the amounts related to these adjustments.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S.

GAAP) and pursuant to the accounting and disclosure

rules and regulations of the Securities and Exchange Commission (the SEC).

Emerging Growth Company

The Company is an emerging growth company, as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart

Our Business Startups Act of 2012 (the JOBS Act), and it may 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised

financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with

the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private

companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Companys financial statements with another public

company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

These consolidated and combined financial statements are prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).

All intercompany transactions and balances have been eliminated in consolidation and combination.

The notes are an integral part of the Company’s consolidated and combined financial statements.

In the opinion of management, all adjustments necessary for a fair presentation of the Company’s consolidated and combined financial statements have been included and are of a normal and recurring nature.

The Company’s comprehensive income (loss) is comprised solely of consolidated and combined net income (i.e., the Company has no other comprehensive income).

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Prior to the Business Combination, Blue Owl’s financial statements were prepared on a consolidated and combined basis.

As part of the Business Combination, Securities was contributed to the Blue Owl Operating Group.

Following the Business Combination, the financial statements are prepared on a consolidated basis.

The merger between Owl Rock and Altimar was accounted for as a reverse asset acquisition, with no step-up to fair value on any assets or liabilities, and therefore no goodwill or other intangible assets were recorded.

The Acquisitions were accounted for using the acquisition method of accounting.

As a result, the Company recorded the fair value of the net assets acquired as of the closing date of each respective acquisition, and operating results for each acquired business are included starting as of such each respective date.

See Note 3 for additional information regarding the Acquisitions.

Use of Estimates

The preparation

of financial statements in conformity with GAAP requires the Companys management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of

the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in

formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

The preparation of financial statements in conformity with GAAP requires management to make assumptions and estimates that affect the amounts reported in the consolidated and combined financial statements.

The most critical of these estimates are related to (i) the fair value of the investments held by the products the Company manages, as for many products, this impacts the amount of revenues the Company recognizes each period;

(ii) the fair value of equity-based compensation grants;

(iii) the fair values of liabilities with respect to the TRA (the portion considered contingent consideration), warrants and earnout liability;

(iv) the estimate of future taxable income, which impacts the realizability and carrying amount of the Company’s deferred income tax assets;

and (v) the qualitative and quantitative assessments of whether impairments of acquired intangible assets and goodwill exist.

Inherent in such estimates and judgements relating to future cash flows, which include the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations.

While management believes that the estimates utilized in preparing the consolidated and combined financial statements are reasonable and prudent, actual results could differ materially from those estimates.

Principles of Consolidation

The Company consolidates entities in which it has a controlling financial interest based on the application of either the variable interest model or the voting interest model.

An entity is considered to be a variable interest entity (“VIE”) if any of the following conditions exist:

(a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) the holders of equity investment at risk, as a group, lack either the direct or indirect ability through voting rights or similar rights to make decisions that have a significant effect on the success of the entity or the obligation to absorb the expected losses or right to receive the expected residual returns, or (c) the voting rights of some equity investors are disproportionate to their obligation to absorb losses of the entity, their rights to receive returns from an entity, or both and substantially all of the entity’s activities either involve or are conducted on behalf of an investor with disproportionately few voting rights.

The Company is required to consolidate any VIEs for which it is the primary beneficiary.

The Company is the primary beneficiary if it holds a controlling financial interest, which is defined as having (a) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance and (b) the obligation to absorb losses of the entity or the right to receive benefits from the entity that could potentially be significant to the VIE.

The Company does not consolidate any of the products it manages, as it does not hold any direct or indirect interests in such entities that could expose the Company to an obligation to absorb losses of an entity or the right to receive benefits from an entity that could potentially be significant to such entities.

Fees that are customary and commensurate with the level of services provided by the Company, and where the Company does not hold other economic interests in the entity that would absorb more than an insignificant amount of the expected losses or returns of the entity, are not be considered to be variable interests.

The Company factors in all economic interests, including proportionate interests held through related parties, to determine if fees are variable interests.

The Company’s interests in the products it manages are primarily in the form of management fees, realized performance income, and insignificant direct or indirect equity interests, and therefore does not have variable interests in such entities.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The Company determines whether it is the primary beneficiary of a VIE at the time it becomes involved with a VIE and continuously reconsiders that conclusion.

In evaluating whether the Company is the primary beneficiary, the Company evaluates its direct and indirect economic interests in the entity.

The consolidation analysis is generally performed qualitatively;

however, if the primary beneficiary is not readily determinable, a quantitative analysis may also be performed.

This analysis requires judgment, including:

(1) determining whether the equity investment at risk is sufficient to permit the entity to finance its activities without additional subordinated financial support, (2) evaluating whether the equity holders, as a group, can make decisions that have a significant effect on the success of the entity, (3) determining whether two or more parties’ equity interests should be aggregated, (4) determining whether the equity investors have proportionate voting rights to their obligations to absorb losses or rights to receive returns from an entity and (5) evaluating the nature of relationships and activities of the parties involved in determining which party within a related-party group is most closely associated with a VIE and therefore would be deemed the primary beneficiary.

For entities that are not VIEs, the Company evaluates such entities (“VOEs”) under the voting interest model.

The Company consolidates VOEs where the Company controls a majority voting interest.

The Company will generally not consolidate VOEs where a single investor or simple majority of third-party investors with equity have the ability to exercise substantive kick-out or participation rights.

For business combinations accounted for under the acquisition method, management recognizes the fair value of assets acquired and liabilities assumed on the acquisition date.

The excess of purchase price consideration over the fair value of net assets acquired is recorded as goodwill.

Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and incorporates management’s own assumptions and involve a significant degree of judgment.

Cash and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents as of December 31, 2020.

Cash and Marketable Securities Held in Trust Account

At December 31, 2020, substantially all of the assets held in the Trust Account were held in U.S.

Treasury securities.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in Accounting

Standards Codification (ASC) Topic 480 Distinguishing Liabilities from Equity. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of

ALTIMAR ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

The Company considers highly-rated liquid investments that have an original maturity of three months or less from the date of purchase to be cash equivalents.

As of December 31, 2021 and 2020, the Company holds the majority of its cash balances with a single financial institution and such balances are in excess of Federal Deposit Insurance Corporation insured limits, which exposes the Company to a certain degree of credit risk concentration.

Investments are primarily comprised of investments for which the Company has elected the fair value option in order to simplify the accounting for these instruments, and therefore changes in unrealized gains or losses are included in current-period earnings.

Such elections are irrevocable and are applied on an investment-by-investment basis at initial recognition.

Investments are included within other assets in the consolidated and combined statements of financial condition.

Realized and changes in unrealized gains (losses) on these investments are included within net gains (losses) on investments in the consolidated and combined statements of operations.

Investments for which the Company has not elected the fair value option are primarily comprised of equity-method investments in its products.

See Note 9 for additional information.

Right-of-use assets and liabilities related to operating leases are included within operating lease assets and operating lease liabilities, respectively, in the Company’s consolidated and combined statements of financial condition.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The Company adopted Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) , as amended, on January 1, 2021 (“ASC 842”).

The Company did not restate prior periods and there were no adjustments to retained earnings upon adoption of ASC 842.

The Company applied the package of practical expedients permitted under the transition guidance within the new standard, including carrying forward the historical lease classification and not reassessing whether certain costs capitalized under the prior guidance are eligible for capitalization under ASC 842.

The adoption of ASC 842 resulted in the recognition of $ 13.8 million of operating lease assets and $ 14.4 million of operating lease liabilities, with the net of these amounts offsetting the deferred rent credit liability in existence immediately prior to adoption.

The Company determines if an arrangement is a lease at inception.

Right-of-use lease assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

Right-of-use lease assets represent the Company’s right to use a leased asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

The Company does not recognize right-of-use lease assets and lease liabilities for leases with an initial term of one year or less.

As the Company’s leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on information available at the lease commencement date in determining the present value of lease payments.

The determination of an appropriate incremental borrowing rate requires judgment.

The Company determines its incremental borrowing rate based on data for instruments with similar characteristics, including recently issued debt, as well as other factors.

The operating lease assets include any lease payments made and lease incentives.

Lease terms include options to extend or terminate when it is reasonably certain that the Company will exercise that option.

In addition, the Company separates lease and non-lease components embedded within lease agreements.

Lease expense for operating lease payments is recognized on a straight-line basis, which consists of amortization of right-of-use assets and interest accretion on lease liabilities, over the lease term and included within general, administrative and other expenses in the consolidated and combined statements of operations.

The Company does not have any material finance leases.

Strategic Revenue-Share Purchase Consideration

On September 20, 2021, the Company entered into certain Agreements of Purchase and Sale (the “Strategic Revenue-Share Purchase”), whereby certain fund investors relinquished their rights to receive management fee shares with respect to certain existing and future GP Capital Solutions products.

In exchange for the foregoing, the Company issued 29,701,013 Class A Shares with a fair value of $ 455.0 million and paid cash of $ 50.2 million (net of previously accrued management fee shares payable and other receivable) to such fund investors.

The Company determined that it was not receiving a distinct good or service from the customers as a result of the Strategic Revenue-Share Purchase, and therefore determined that the consideration paid to the customers represents a reduction of the transaction price (i.e., a reduction to revenue).

Accordingly, the total consideration paid was recorded within Strategic Revenue-Share Purchase consideration in the Company’s consolidated statements of financial condition and is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations.

See Note 6 for additional information.

Intangible Assets, Net and Goodwill

The Company recognized certain finite-lived intangible assets and goodwill as a result of the Acquisitions.

The Company’s finite-lived intangible assets consist of contractual rights to earn future management fees from the acquired investment management agreements and value associated with the acquired client relationships and trademarks.

Finite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The Company uses its best estimates and assumptions to accurately assign fair value to identifiable intangible assets acquired at the acquisition date as well as the useful lives of those acquired intangible assets.

Examples of critical estimates in valuing certain of the intangible assets acquired include, but are not limited to, future expected cash inflows and outflows, expected useful life and discount rates.

The Company’s estimates for future cash flows are based on historical data, various internal estimates and certain external sources, and are based on assumptions that are consistent with the plans and estimates the Company uses to manage the underlying assets acquired.

The Company estimates the useful lives of the intangible assets based on the expected period over which the Company anticipates generating economic benefit from the asset.

The Company bases its estimates on assumptions it believes to be reasonable but that are unpredictable and inherently uncertain.

Unanticipated events and circumstances may occur that could affect the accuracy or validity of such assumptions, estimates or actual results.

The Company tests finite-lived intangible assets for impairment if certain events occur or circumstances change indicating that the carrying amount of the intangible asset may not be recoverable.

The Company evaluates impairment by comparing the estimated fair value attributable to the intangible asset with its carrying amount.

If an impairment exists, the Company adjusts the carrying value to equal the fair value by taking a charge through earnings.

No impairments have been recognized to-date on the Company’s acquired intangible assets.

Goodwill represents the excess of consideration over identifiable net assets of an acquired business.

The Company tests goodwill annually for impairment.

If, after assessing qualitative factors, the Company believes that it is more-likely-than-not that the fair value of the reporting unit inclusive of goodwill is less than its carrying amount, the Company will perform a quantitative assessment to determine whether an impairment exists.

If an impairment exists, the Company adjusts the carrying value of goodwill so that the carrying value of the reporting unit is equal to its fair value by taking a charge through earnings.

The Company also tests goodwill for impairment in other periods if an event occurs or circumstances change such that it is more-likely-than-not to reduce the fair value of the reporting unit below its carrying amount.

No impairments have been recognized to-date on the Company’s goodwill.

See Note 3 for additional information.

Fixed assets are recorded at cost, less accumulated depreciation and amortization, and are included within other assets, net in the Company’s consolidated and combined statements of financial condition.

Fixed assets are depreciated or amortized on a straight-line basis, with the corresponding depreciation and amortization expense included within general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

The estimated useful life for leasehold improvements is the lesser of the remaining lease term and the life of the asset, while other fixed assets are generally depreciated over a period of three to seven years .

Fixed assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Debt Obligations, Net

The Company’s debt obligations, other than revolving credit facilities, are recorded at amortized cost, net of any debt issuance costs, discounts and premiums.

Debt issuance costs are deferred and along with discounts and premiums are amortized to interest expense in the consolidated and combined statements of operations over the life of the related debt instrument using the effective interest method.

Unamortized debt issuance costs, discounts and premiums are written off to net losses on retirement of debt in the consolidated and combined statements of operations when the Company prepays borrowings prior to maturity.

The Company defers debt issuance costs associated with revolving credit facilities and presents them within other assets, net in the consolidated and combined statements of financial condition, and such amounts are amortized to interest expense in the consolidated and combined statements of operations on a straight-line basis over the life of the related facility.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

TRA Liability

The tax receivable agreement (“TRA”) liability represents amounts payable to certain pre-Business Combination equity holders of Owl Rock and Dyal Capital.

The portion of the TRA liability related to the Dyal Acquisition is deemed contingent consideration payable to the previous owners of Dyal Capital, and therefore is carried at fair value, with changes in fair value reported within other loss in the consolidated and combined statements of operations.

The remaining portion of the TRA is carried at a value equal to the expected future payments due under the TRA.

The Company recorded its initial estimate of future payments under the TRA portion that was not related to the Dyal Acquisition as a decrease to additional paid-in capital in the consolidated and combined statements of financial condition.

Subsequent adjustments to the liability for future payments under the tax receivable agreement related to changes in estimated future tax rates or state income tax apportionment are recognized through current period earnings in the consolidated and combined statements of operations.

See Note 11 for additional information.

Warrant Liability

The Company’s warrants are recorded as liabilities carried at fair value, with changes in fair value included within other loss in the Company’s consolidated and combined statements of operations.

The Private Placement Warrants contain exercise and settlement features that may change with a change in the holder, which precludes the Private Placement Warrants from being considered indexed to the Company’s own stock, and therefore the Private Placement Warrants are precluded from being classified within equity and are accounted for as derivative liabilities.

The Public Warrants include a provision that, in the event of a tender offer or exchange offer made to and accepted by holders of more than 50 % of the outstanding Class A Shares, all holders of the warrants would be entitled to receive cash for their warrants.

Such an event would not constitute a change in control because the Class A Shares do not represent a majority of the Registrant’s voting shares.

Accordingly, the Public Warrants are also precluded from being classified within equity and are accounted for as derivative liabilities.

This provision also applies to the Private Placement Warrants.

Earnout Liability

Earnout liability is comprised of the Oak Street Cash Earnout (as defined in Note 3) and prior to the Class E Triggering Events, included the Earnout Securities.

The Oak Street Cash Earnout represents contingent consideration on the Oak Street Acquisition and is recorded at fair value until the contingency has been resolved, with changes in fair value included within change in earnout liability in the Company’s consolidated and combined statements of operations.

Earnout Securities issued in connection with the Dyal Acquisition to the former owners of Dyal Capital who are not part of the continuing management team were treated as contingent consideration and not considered indexed to the Company’s equity.

Similarly, Earnout Securities issued to certain former owners of Owl Rock were not considered indexed to the Company’s equity.

These Earnout Securities were accounted for as liabilities carried at fair value, with changes in fair value included within change in earnout liability in the Company’s consolidated and combined statements of operations.

Earnout Securities issued to certain employees in connection with the Business Combination were treated as compensation for post-combination employment services and accounted for as equity-based compensation.

As a result of the Class E Triggering Events, the Earnout Securities were settled in 2021.

Once recognized, earnout liabilities are not derecognized until the contingencies are resolved and the consideration is paid or becomes payable.

Earnout liabilities may expire and upon expiration, the consideration would not be paid or payable.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Noncontrolling Interests

Noncontrolling interests are primarily comprised of Common Units, which are interests in the Blue Owl Operating Group not held by the Company.

Noncontrolling interest also included Seller Earnout Units not held by the Company until such interests were settled upon the satisfaction of the Class E Triggering Events.

Allocations to noncontrolling interests in the consolidated and combined statements of operations are based on the substantive profit-sharing arrangements in the operating agreements of the Blue Owl Operating Partnerships.

The Company does not record income or loss allocations to noncontrolling interests to the extent that such allocations would be provisional in nature, such as for unvested Incentive Units and Seller Earnout Units (other than certain minimum tax distributions).

Provisional allocations to these interests would be subject to reversal in the event the unvested Incentive Units are forfeited or if the Seller Earnout Units would not have achieved their Class E Triggering Events.

Certain consolidated holding companies for investment advisor subsidiaries of the Blue Owl Operating Group are partially owned by third-party investors.

Such interests are also presented as noncontrolling interests.

Revenue Recognition

Revenues consist of management fees;

administrative, transaction and other fees;

and realized performance income.

The Company recognizes revenues when such amounts are probable that a significant reversal would not occur.

The Company recognizes revenue at the time of transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services (i.e., the transaction price).

Under this method, revenue is based on a contract with a determinable transaction price and distinct performance obligations with probable collectability.

Revenues cannot be recognized until the performance obligations are satisfied and control is transferred to the customer.

Management Fees, Net

Management fees are recognized over the period in which the investment management services are performed because customers simultaneously consume and receive benefits continuously over time.

Payment terms and fee rates of management fees vary by product but are generally collected on a quarterly basis and are not subject to clawback.

Management fees for the Company’s business development company (“BDC”) products are typically based on a percentage of average fair value of gross assets excluding cash.

For certain BDCs, the management fee base may also include uncalled capital commitments.

For the Company’s other Direct Lending products, management fees are typically based on gross or net asset value or investment cost, and also may include uncalled capital.

Management fees also include a fee based on the net investment income of the Company’s BDCs and similarly structured products (“Part I Fees”), which are subject to performance hurdles.

Such Part I Fees are classified as management fees in the consolidated and combined statements of operations as they are predictable and recurring in nature, not subject to repayment and cash-settled each quarter.

Management fees for the Company’s GP minority equity investments strategy are generally based on a percentage of capital committed during the investment period, and thereafter generally based on the cost of unrealized investments.

For the other GP Capital Solutions strategies, management fees are generally determined based on a percentage of investment cost.

Because management fees, including Part I Fees, are generally cash settled every quarter, the uncertainty underlying these fees are resolved each quarter.

As such, on a quarterly basis, a subsequent significant reversal in relation to the cumulative revenue recognized is not probable for the quarter in arrears.

As discussed above, amortization of the Strategic Revenue-Share Purchase consideration is recorded as a reduction of management fees, net in the Company’s consolidated and combined statements of operations.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Administrative, Transaction and Other Fees

Administrative, transaction and other fees primarily include fee income, administrative fees and dealer manager revenue.

Fee income is earned for services provided to portfolio companies, which may include arrangement, syndication, origination, structuring analysis, capital structure and business plan advice and other services.

The fees are generally recognized as income at the point in time when the services rendered are completed, as there is no ongoing performance requirement.

Administrative fees represent expenses incurred by certain professionals of the Company and reimbursed by products managed by the Company.

The Company may incur certain costs in connection with satisfying its performance obligations under administrative agreements – including, but not limited to, employee compensation and travel costs – for which it receives reimbursements from the products it manages.

The Company reports these expenses within compensation and benefits and general, administrative and other expenses and reports the related reimbursements as revenues within administrative, transaction and other fees (i.e., on a gross basis) in the consolidated and combined statements of operations.

Dealer manager revenue consists of commissions earned for providing distribution services to certain products.

Dealer manager revenue is recorded on an accrual basis at the point in time when the services are completed, as there is no ongoing performance requirement.

Realized Performance Income

The Company is entitled to receive certain realized performance income in the form of realized performance income and carried interest from the products that it manages.

Realized performance income is based on the investment performance generated over time, subject to the achievement of minimum return levels in certain products.

Realized performance income from the Company’s BDCs and certain products within the GP debt financing strategy (“Part II Fees”) are realized at the end of a measurement period, typically quarterly or annually.

Once realized, such realized performance income is no longer subject to reversal.

For certain non-BDC Direct Lending products and substantially all of the GP Capital Solutions products, realized performance income is in the form of carried interest that is allocated to the Company based on cumulative fund performance over time, subject to the achievement of minimum return levels in certain products.

The Company recognizes carried interest only to the extent that it is not probable that a significant reversal will occur for amounts recognized.

Generally carried interest is earned after a return of all contributions and may be subject to a preferred return to investors;

however, the Company is able to catch-up amounts subject to the preferred return in certain cases.

Substantially all of the carried interest generated by the Company’s products is allocable to investors, including certain related parties, in vehicles in which the Company does not have a controlling financial interest, and therefore is not included in the Company’s consolidated and combined financial statements.

Compensation and Benefits

Cash-Based Compensation

Compensation and benefits consist of salaries, bonuses, commissions, long-term deferral programs, benefits and payroll taxes.

Compensation is accrued over the related service period.

Equity-Based Compensation

Equity-based compensation awards are reviewed to determine whether such awards are equity-classified or liability-classified.

Compensation expense related to equity-classified awards is equal to their grant-date fair value and generally recognized on a straight-line basis over the awards’ requisite service period.

When certain settlement features require an award to be liability-classified, compensation expense is recognized over the service period, and such amount is adjusted at each balance sheet date through the settlement date to the then current fair value of such award.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The Company accounts for forfeitures on equity-based compensation arrangements as they occur.

The Company recognizes deferred income tax benefits throughout the service period, based on the grant date fair value.

Any tax deduction shortfall or windfall due to the difference between grant date fair value and the ultimate deduction taken for tax purposes is recognized at the time of vesting.

Expenses related to equity-based grants to employees are included within compensation and benefits, while amounts related to grants to non-employees are within general, administrative and other expenses in the consolidated and combined statements of operations.

See Note 8 for additional information on the Company’s equity-based compensation plans.

Foreign Currency

The functional currency of the Company’s foreign consolidated subsidiaries is the U.S.

dollar, as their operations are considered extensions of U.S.

parent operations.

Monetary assets and liabilities denominated in foreign currencies are remeasured into U.S.

dollars at the closing rates of exchange on the balance sheet date.

Non-monetary assets and liabilities denominated in foreign currencies are remeasured into U.S.

dollars using the historical exchange rate.

The profit or loss arising from foreign currency transactions are remeasured using the rate in effect on the date of any relevant transaction.

Gains and losses on transactions denominated in foreign currencies due to changes in exchange rates are recorded within general, administrative and other expenses.

Prior to the Business Combination, the Company’s earnings were subject to New York City unincorporated business tax (“UBT”), as well as certain U.S.

federal and foreign taxes.

Subsequent to the Business Combination, substantially all of the earnings of the Blue Owl Operating Group remain subject to New York City UBT and additionally, the portion of earnings allocable to the Registrant is subject to corporate tax rates at the U.S.

federal and state and local levels.

Therefore, the amount of income taxes recorded prior to the Business Combination is not representative of the expenses expected in the future.

Deferred income tax assets and liabilities resulting from temporary differences between the GAAP and tax bases of assets and liabilities are measured at the balance sheet date using enacted income tax rates expected to apply to taxable income in the years the temporary differences are expected to reverse.

The Company offsets deferred income tax assets and liabilities for presentation in its consolidated and combined statements of financial condition when such assets and liabilities are within the same taxpayer and related to the same taxing jurisdiction.

The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryback or carryforward periods under the enacted tax law in the applicable tax jurisdiction.

A valuation allowance is established when management determines, based on available information, that it is more-likely-than-not that deferred income tax assets will not be realized.

Significant judgment is required in determining whether a valuation allowance should be established, as well as the amount of such valuation allowance.

The Company recognizes uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination.

If the Company were to recognize an uncertain tax position, the Company would accrue interest and penalties related to uncertain tax positions as a component of the income tax provision in the consolidated and combined statements of operations.

New Accounting Pronouncements

The Company considers the applicability and impact of all ASUs issued by the FASB.

None of the ASUs that have been issued but not yet adopted are expected to have a material impact on the Company’s consolidated and combined financial statements.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

ACQUISITIONS AND INTANGIBLE ASSETS, NET

Dyal Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill related to the Dyal Acquisition:

(dollars in thousands)

Consideration

Equity consideration (1)

Cash consideration (2)

Tax receivable agreement (3)

Earnout Securities (3)

Total Consideration $ 5,607,249

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Due from related parties $ 13,442

Intangible assets:

Investment management agreements 1,859,900

Investor relationships 291,400

Trademarks 66,700

Total intangible assets 2,218,000

Deferred tax asset 29,770

Other assets, net 2,096

Total assets acquired 2,263,308

Liabilities assumed:

Accrued compensation 7,376

Deferred tax liability 170,753

Accounts payable, accrued expenses and other liabilities 41,352

Total liabilities assumed 219,481

Net Identifiable Assets Acquired $ 2,043,827

(1) Represents share consideration issued to the Dyal Capital selling shareholders based on the fair value of the acquired business, reflecting a discount for lack of control.

(2) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses.

(3) The TRA and Earnout Securities represent contingent consideration.

See Note 9 for additional information on the valuation of these instruments.

(4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

None of the goodwill recognized is expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

During the third quarter of 2021, goodwill was adjusted due to a corresponding change in the investor relationship intangible assets.

The acquired investment management agreements, investor relationships and trademarks had a weighted-average amortization period from the date of acquisition of 14.3 years, 10.0 years and 7.0 years, respectively.

In addition, the Company granted Common Units and Earnout Securities that were treated as equity-based compensation, rather than additional consideration on the acquisition, in connection with the Business Combination.

See Note 8 for additional information on these grants.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Dyal Capital’s results are included in the Company’s consolidated results starting from the Closing Date.

For the year ended December 31, 2021, the Company’s consolidated results included $ 252.9 million of GAAP revenues related to the acquired business.

Given the Company operates through one operating and reportable segment, the impact of the Dyal Acquisition to GAAP consolidated net income is not tracked on a standalone basis.

We incurred $ 166.7 million of acquisition-related costs, of which $ 40.4 million was expensed and included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations and the remaining $ 126.3 million was eligible to be netted against consideration.

Oak Street Acquisition

The following table presents the consideration and net identifiable assets acquired and goodwill related to the Oak Street Acquisition:

(dollars in thousands)

Consideration

Equity consideration (1)

Cash consideration (2)

Earnout consideration (3)

Total Consideration $ 1,083,387

Net Identifiable Assets Acquired and Goodwill

Assets acquired:

Cash and cash equivalents $ 4,411

Due from related parties 13,060

Operating lease assets 1,001

Intangible assets:

Investment management agreements 323,300

Investor relationships 157,400

Trademarks 26,600

Total intangible assets 507,300

Other assets, net 198

Total assets acquired 525,970

Liabilities assumed:

Operating lease liabilities 1,001

Deferred tax liabilities 8,587

Accounts payable, accrued expenses and other liabilities 1,818

Total liabilities assumed 11,406

Net Identifiable Assets Acquired $ 514,564

(1) Represents Common Units issued to Oak Street selling shareholders, reflecting a discount for lack of marketability.

(2) Includes cash consideration paid to reimburse seller for certain pre-acquisition expenses.

(3) Represent the fair value of contingent cash consideration payable to certain sellers upon the occurrence of certain Oak Street Triggering Events as defined below.

The amount presented does not include contingent cash and equity payments subject to the same Oak Street Triggering Events that were deemed to be compensation, rather than consideration, as further discussed below.

See Note 9 for additional information on the valuation of this liability.

(4) Goodwill represents the amount of total consideration in excess of net identifiable assets acquired.

Approximately $ 540.0 million of the goodwill and intangible assets recognized are expected to be deductible by the Blue Owl Operating Partnerships for tax purposes.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The acquired investment management agreements, investor relationships and trademarks had a weighted-average amortization period from the date of acquisition of 11.6 years, 13.0 years and 7.0 years, respectively.

For the year ended December 31, 2021, Oak Street’s results were not material to the Company’s consolidated results, as the transaction closed on December 29, 2021.

We incurred $ 5.8 million of acquisition-related costs, which amount was included in general, administrative and other expenses in the Company’s consolidated and combined statements of operations.

Oak Street Earnouts

The table below summarizes the Oak Street Earnouts and their respective Oak Street Triggering Events.

The Oak Street Triggering Events are subject to meeting a minimum level of quarterly management fees from Oak Street products, and the triggering event for the second tranche may not occur in the same quarter as the first tranche.

Oak Street Cash Earnout payable to a non-employee seller has been classified as contingent consideration on the Oak Street Acquisition, whereas Oak Street Earnouts payable to sellers that are subject to ongoing employment arrangements with the Company have been classified as compensation and are being amortized over the service period.

See Note 8 for additional information on the compensation-classified Oak Street Earnout Units.

(dollars in thousands)

Oak Street Earnouts Quarterly Management Fee Trigger Earliest Date Trigger May Occur Cash Units

Contingent consideration:

First Oak Street Earnout $ 22 million January 1, 2023 $ 81,250 —

Second Oak Street Earnout $ 28 million January 1, 2024 82,875 —

Compensation:

First Oak Street Earnout $ 22 million January 1, 2023 43,484 13,037,165

Second Oak Street Earnout $ 28 million January 1, 2024 48,358 13,037,165

Total $ 255,967 26,074,330

Pro Forma Financial Information

Unaudited pro forma revenues were $ 997.4 million and $ 591.2 million for the years ended December 31, 2021 and 2020, respectively.

Unaudited pro forma net income (loss) allocated to Class A Shareholders was $( 157.0 ) million and $( 26.0 ) million for the years ended December 31, 2021 and 2020, respectively.

This pro forma financial information was computed by combining the historical financial information of the predecessor Owl Rock and acquired Dyal Capital and Oak Street businesses as though the acquisitions were consummated on January 1, 2020, assuming a consistent ownership structure, effective tax rate and amortization of the fair value of acquired assets as of each acquisition date.

The pro forma information does not reflect the potential benefits of cost and funding synergies, opportunities to earn additional revenues, or other factors, and therefore does not represent what the actual revenues and net income would have been had the businesses actually been combined as of January 1, 2020.

Repurchase of Noncontrolling Interests

In November 2021, the Company repurchased the noncontrolling interests outstanding for a consolidated holding company of one of its investment advisors.

Total cash consideration of $ 297.1 million was paid using cash on hand.

The excess of cash consideration over the book value acquired was recorded as an adjustment to the Company’s additional paid-in capital in the consolidated and combined statement of shareholders’ equity.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Intangible Assets, Net

The following table summarizes the Company’s intangible assets, net:

(dollars in thousands)

December 31, 2021 Useful Life

(in years) Remaining Weighted-Average Amortization Period as of December 31, 2021

Investment management agreements $ 2,183,200 1.0 - 20.0 13.4 years

Investor relationships 448,800 10.0 - 13.0 10.7 years

Trademarks 93,300 7.0 - 7.0 6.6 years

Total Intangible Assets 2,725,300

accumulated amortization ( 113,889 )

Total Intangible Assets, Net $ 2,611,411

As of December 31, 2021, future amortization of finite-lived intangible assets is estimated to be:

(dollars in thousands)

Period Amortization

2022 $ 247,593

Thereafter 1,470,268

Total $ 2,611,411

DEBT OBLIGATIONS, NET

The table below summarizes outstanding debt obligations of the Company:

(dollars in thousands)

December 31, 2021

uncertain events not solely within the Companys control) are classified as temporary equity.

At all other times, ordinary shares are classified as shareholders equity.

Companys ordinary shares feature certain redemption rights that are considered to be outside of the Companys control and subject to occurrence of uncertain future events.

Accordingly, at December 31, 2020, Class A ordinary

shares subject to possible redemption are presented as temporary equity, outside of the shareholders equity section of the Companys balance sheet.

Deferred Offering Costs

costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Initial Public Offering.

Offering costs amounting to $15,714,288 were charged to shareholders equity upon the

completion of the Initial Public Offering.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax

positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Companys management determined that the

Cayman Islands is the Companys major tax jurisdiction.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2020, there were no unrecognized tax benefits and

no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is subject to income tax

examinations by major taxing authorities since inception.

The Company is considered to be an exempted Cayman Islands company with no

connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Companys tax provision was zero for the period presented.

Companys management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) Per Ordinary Share

Net income (loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period,

excluding ordinary shares subject to forfeiture.

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) the exercise of the

over-allotment option and (iii) Private Placement Warrants since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive.

The warrants are exercisable to

purchase 14,166,666 shares of Class A ordinary shares in the aggregate.

The Companys statements of operations includes a

presentation of income (loss) per share for ordinary shares subject to possible redemption in a manner similar to the two-class method of income (loss) per share.

Net income per share, basic and diluted, for

Class A redeemable ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A redeemable ordinary shares outstanding since original issuance.

Net loss per share,

basic and diluted, for Class B non-redeemable ordinary shares is calculated by dividing the net loss, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average

number of Class B non-redeemable ordinary shares outstanding for the period.

Class B non-redeemable ordinary shares includes the Founder Shares as these shares

do not have any redemption features and do not participate in the income earned on the Trust Account.

The following table reflects the

calculation of basic and diluted net income (loss) per ordinary share (in dollars, except share and per share amounts):

For the Period from

August 20, 2020

(inception) Through

Amount Available

Net Carrying Value

Average Interest

2031 Notes 6/10/2031 $ 700,000 $ 700,000 $ — $ 684,154 3.13 %

2051 Notes 10/7/2051 350,000 350,000 — 337,013 4.13 %

Revolving Credit Facility 12/7/2024 640,000 153,000 487,000 153,000 1.86 %

Total $ 1,690,000 $ 1,203,000 $ 487,000 $ 1,174,167

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

December 31, 2020

Redeemable Class A Ordinary Shares

Earnings allocable to Redeemable Class A Ordinary Shares

Interest Income

Weighted Average Redeemable Class A Ordinary Shares

Redeemable Class A Ordinary Shares, Basic and Diluted

Earnings/Basic and Diluted Redeemable Class A Ordinary Shares

Non-Redeemable Class A and B Ordinary

Net Loss minus Redeemable Net Earnings

Redeemable Net Earnings

Non-Redeemable Net Loss

Weighted Average Non-Redeemable Class B

Ordinary Shares

Non-Redeemable Class B Ordinary Shares, Basic and

Loss/Basic and Diluted Non-Redeemable Class B

Ordinary Shares

ALTIMAR ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Amount Available

Net Carrying Value

Average Interest

Prior Revolving Credit Facility #1 2/28/2022 $ 105,000 $ 92,895 $ 10,377 $ 92,522 4.35 %

Prior Revolving Credit Facility #2 8/20/2021 22,000 17,365 4,635 17,303 4.40 %

Term Loan 10/25/2029 250,000 250,000 — 246,561 7.86 %

Total $ 377,000 $ 360,260 $ 15,012 $ 356,386

Amounts available for the Company’s revolving credit facilities as presented in the tables above are reduced by outstanding letters of credit related to certain leases.

Average interest rates exclude the impact of deferred financing costs and undrawn commitment fees.

On June 10, 2021, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 700.0 million aggregate principal amount of 3.125 % Senior Notes due 2031 (the “2031 Notes”).

The 2031 Notes bear interest at a rate of 3.125 % per annum and mature on June 10, 2031.

Interest on the 2031 Notes is payable semi-annually in arrears on June 10 and December 10 of each year.

The 2031 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their respective subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

All or a portion of the 2031 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price;

provided, however, that if the Company redeems any amounts on or after March 10, 2031, the redemption price for the 2031 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest.

If a change of control repurchase event occurs, the 2031 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest.

The 2031 Notes also provide for customary events of default and acceleration.

On October 7, 2021, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 350.0 million aggregate principal amount of 4.125 % Senior Notes due 2051 (the “2051 Notes”).

The 2051 Notes bear interest at a rate of 4.125 % per annum and mature on October 7, 2051.

Interest on the 2051 Notes is payable semi-annually in arrears on April 7 and October 7 of each year, commencing April 7, 2022.

The 2051 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

All or a portion of the 2051 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price;

provided, however, that if the Company redeems any amounts on or after April 7, 2051, the redemption price for the 2051 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest.

If a change of control repurchase event occurs, the 2051 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest.

The 2051 Notes also provide for customary events of default and acceleration.

The 2031 Notes and the 2051 Notes are collectively referred to as the “Notes.”

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Revolving Credit Facility

On December 7, 2021, the Company entered into a new credit facility (“Revolving Credit Facility”), which was supplemented on December 23, 2021, and provides the Company with up to $ 640.0 million of borrowing capacity and replaced the Company’s previously existing revolving credit facility.

The Revolving Credit Facility matures on December 7, 2024.

In February 2022, the Company increased the capacity of its Revolving Credit Facility to $ 715.0 million.

Borrowings under the Revolving Credit Facility may only be used to finance working capital needs and general corporate purposes.

Borrowings under the Revolving Credit Facility bear interest at a rate per annum of (a) adjusted-term secured overnight financing rate (“SOFR”) plus a margin of 1.25 % to 1.875 %, or (b) the greater of (i) prime rate, (ii) New York Fed Bank Rate plus 0.50 % and (iii) adjusted-term SOFR plus 1 %, plus a margin of 0.25 % to 0.875 %.

The Company is subject to an undrawn commitment fee rate of 0.15 % to 0.40 % of the daily amount of available revolving commitment.

The Revolving Credit Facility contains customary events of defaults, as well as a financial covenant generally providing for a maximum net leverage ratio of 3.5 to 1.

The net leverage ratio is generally calculated as the ratio of total consolidated debt less unrestricted cash and cash equivalents (up to $ 300.0 million) to the trailing 12-month consolidated EBITDA (each as defined in the agreement).

Prior Revolving Credit Facilities

All prior revolving credit facilities were repaid and terminated prior to December 31, 2021.

The Company recognized net losses on early retirement of debt in the amount of $ 1.5 million during the year ended December 31, 2021, as a result of the write-off of deferred financing costs related to previously existing revolving credit facilities.

In June 2021, the Company prepaid the $ 250.0 million term loan agreement (the “Term Loan”) owed to a product managed by the Company with proceeds from the 2031 Notes.

This prepayment resulted in a net loss on the retirement of debt of $ 15.8 million, which was inclusive of call protection premium and write-off of deferred financing costs.

The Company primarily has non-cancelable operating leases for its headquarters in New York and various other offices.

The operating lease for the Company’s headquarters does not include any renewal options.

(dollars in thousands)

Lease Cost Year Ended December 31, 2021

Operating lease cost $ 7,930

Short term lease cost 286

Net Lease Cost $ 8,216

Supplement Lease Cash Flow Information Year Ended December 31, 2021

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows for operating leases $ 5,956

Right-of-use assets obtained in exchange for lease obligations:

Operating leases $ 78,677

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Lease Term and Discount Rate December 31, 2021

Weighted-average remaining lease term:

Operating leases 10.2 years

Weighted-average discount rate:

Operating leases 3.1 %

Future Maturity of Operating Lease Payments Operating Leases

2022 (1) $ 1,199

Thereafter 61,957

Total Lease Payments 105,653

Imputed interest ( 17,173 )

Total Lease Liabilities $ 88,480

(1) Presented net of $ 8.0 million of tenant improvement allowance and reflects the impact of a $ 4.8 million rent holiday period on certain leases.

The following table presents a disaggregated view of the Company’s revenues:

Year Ended December 31,

(dollars in thousands) 2021 2020 2019

Direct Lending Products

Diversified lending $ 348,363 $ 140,153 $ 87,268

Technology lending 66,089 42,052 24,706

First lien lending 15,185 12,335 11,983

Opportunistic lending 3,993 366 —

Management Fees, Net 433,630 194,906 123,957

Administrative, transaction and other fees 131,461 54,909 66,893

Realized performance income 5,906 — —

Total GAAP Revenues - Direct Lending Products 570,997 249,815 190,850

GP Capital Solutions Products

GP minority equity investments 233,505 — —

GP debt financing 10,215 — —

Professional sports minority investments 477 — —

Strategic Revenue-Share Purchase consideration amortization ( 9,892 ) — —

Management Fees, Net 234,305 — —

Administrative, transaction and other fees 18,576 — —

Total GAAP Revenues - GP Capital Solutions Products 252,881 — —

Total GAAP Revenues $ 823,878 $ 249,815 $ 190,850

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The table below presents the beginning and ending balances of the Company’s management fees, realized performance income and administrative, transaction and other fees receivable and unearned management fees.

Substantially all of the amounts receivable are collected during the following quarter.

A liability for unearned management fees is generally recognized when management fees are paid to the Company in advance.

The entire change in unearned management fees shown below relates to amounts recognized as revenues in the current year period.

Management fees, realized performance income and administrative, transaction and other fees receivable are included within due from related parties and unearned management fees are included within accounts payable, accrued expenses and other liabilities in the Company’s consolidated and combined statements of financial condition.

Year Ended December 31,

(dollars in thousands) 2021 2020

Management Fees Receivable

Beginning balance $ 78,586 $ 32,473

Ending balance $ 168,057 $ 78,586

Administrative, Transaction and Other Fees Receivable

Beginning balance $ 9,876 $ 8,667

Ending balance $ 19,535 $ 9,876

Realized Performance Income Receivable

Beginning balance $ — $ —

Ending balance $ 10,496 $ —

Unearned Management Fees

Beginning balance $ 11,846 $ —

Ending balance $ 10,299 $ 11,846

The table below presents the changes in the Company’s Strategic Revenue-Share Purchase consideration.

The consideration paid, which includes $ 455.0 million paid in Class A Shares and the remainder in cash, is being amortized as a reduction of management fees, net in the Company’s consolidated statements of operations over a weighted-average period of 12 years, which represents the average period over which the related customer revenues are expected to be recognized.

(dollars in thousands) Strategic Revenue-Share Purchase Consideration

December 31, 2020 $ —

As of December 31, 2020, basic and diluted shares are the same as there are no non-redeemable securities that are dilutive to the shareholders.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial

institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000.

The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Companys assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value

Measurement, approximates the carrying amounts represented in the Companys balance sheet, primarily due to their short-term nature.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material

effect on the Companys financial statements.

NOTE 3 INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, the Company sold 27,500,000 Units, at a purchase price of $10.00 per Unit, inclusive of 2,500,000

Units sold to the underwriters on November 9, 2020 upon the underwriters election to partially exercise their over-allotment option.

Each Unit consists of one Class A ordinary share and

one-third of one redeemable warrant (Public Warrant).

Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per whole share (see

NOTE 4 PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 4,666,667 Private Placement Warrants at a

price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $7,000,000.

On November 9, 2020, in connection with the underwriters election to partially exercise their over-allotment option, the Company sold an

additional 333,333 Private Placement Warrants to the Sponsor, at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $500,000.

Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at a

price of $11.50 per share, subject to adjustment (see Note 7).

A portion of the proceeds from the Private Placement Warrants will be added to the proceeds from the Initial Public Offering to be held in the Trust Account.

If the Company does not

complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private

Placement Warrants will expire worthless.

NOTE 5 RELATED PARTY TRANSACTIONS

Founder Shares

September 1, 2020, the Sponsor paid $25,000 to cover certain offering and formation costs of the Company in consideration for 8,625,000 Class B ordinary shares (the Founder Shares).

On October 21, 2020, the Sponsor

effectuated a surrender of 1,437,500 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares outstanding from 8,625,000 to 7,187,500.

On October 19, 2020, the

Sponsor transferred 25,000 Founder Shares to each of the Companys independent directors.

These shares shall not be subject to forfeiture in the event the underwriters overallotment option is not exercised.

The Founder Shares included an

aggregate of up to 312,500 shares that were subject to forfeiture as a result of the underwriters election to partially exercise their over-allotment option, so that the number of Founder Shares would equal 20% of the Companys issued and

outstanding ordinary shares after the Initial Public Offering.

All share and per-share amounts have been retroactively restated to reflect the share transactions.

As a result of the underwriters election

to partially exercise their over-allotment option on November 5, 2020, a total of 625,000 Founder Shares are no longer subject to forfeiture.

On December 7, 2020, the option to exercise the remaining over-allotment balance expired and

312,500 Founder Shares were forfeited, resulting in an aggregate of 6,875,000 Founder Shares issued and outstanding.

ALTIMAR ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Consideration paid 505,214

Amortization ( 9,892 )

December 31, 2021 $ 495,322

The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of

the Founder Shares until the earliest of:

(A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00

per share (as adjusted for share sub-divisions, share dividends, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that

results in all of the Public Shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

Administrative Support Agreement

The Company agreed, commencing on October 22, 2020 through the earlier of the Companys consummation of a Business Combination and

its liquidation, to pay an affiliate of the Sponsor a total of $10,000 per month for office space, secretarial and administrative support.

For the period from August 20, 2020 (inception) through December 31, 2020, the Company incurred

$20,000 in fees for these services, of which such amount is included in accrued expenses in the accompanying balance sheet as of December 31, 2020.

Promissory Note Related Party

On September 1, 2020, the Company issued an unsecured promissory note (the Promissory Note) to the Sponsor, pursuant to which

the Company could borrow up to an aggregate principal amount of $300,000.

The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion

of the Initial Public Offering.

As of December 31, 2020, there was $57,250 outstanding under the Promissory Note.

Of the $99,890 outstanding balance at October 27, 2020 under the Promissory Note, $94,890 was repaid at the closing of the

Initial Public Offering on October 27, 2020 and $5,000 was repaid on November 2, 2020.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the

Companys officers and directors may, but are not obligated to, loan the Company funds as may be required (Working Capital Loans).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans

out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a

portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if

any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders discretion, up to

$2,000,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2020, the

Company had no outstanding borrowings under the Working Capital Loans.

NOTE 6 COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

continues to evaluate the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Companys financial position, its

results of operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements.

The financial statements do not include any adjustments that might result from the outcome of

this uncertainty.

Registration and Shareholders Rights

Pursuant to a registration and shareholders rights agreement entered into on October 22, 2020, the holders of the Founder Shares, Private

Placement Warrants and any warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the

Working Capital Loans) will be entitled to registration rights.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities.

In addition, the holders have certain

piggy-back registration rights with respect to registration statements filed subsequent to completion of a Business Combination.

However, the registration and shareholder rights agreement provides that the Company will not permit any

registration statement filed under the Securities Act to become effective until termination of the applicable lockup period.

The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from

delays in registering the Companys securities.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

ALTIMAR ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

OTHER ASSETS, NET

(dollars in thousands) December 31, 2021 December 31, 2020

Fixed assets, net:

Leasehold improvements $ 6,692 $ 2,133

Furniture and fixtures 1,631 1,612

Computer hardware and software 1,968 1,286

Accumulated depreciation and amortization ( 2,340 ) ( 1,675 )

Fixed assets, net 7,951 3,356

Investments (includes $ 1,311 and $ — at fair value and $ 8,522 and $ 5 of investments in the Company’s products)

Prepaid expenses 8,496 874

Deferred transaction costs 347 8,255

Other assets 9,683 1,306

Total $ 38,620 $ 16,469

EQUITY-BASED COMPENSATION

The Company grants equity-based compensation awards in the form of RSUs and Incentive Units to its management, employees and independent members of the Board under the 2021 Omnibus Equity Incentive Plan (“2021 Equity Incentive Plan”).

The total number of Class A Shares and Blue Owl Operating Group Units, collectively, that may be issued under the 2021 Equity Incentive Plan is 101,230,522 , of which 51,115,613 remain available as of December 31, 2021.

To the extent that an award expires or is canceled, forfeited, terminated, surrendered, exchanged or withheld to cover tax withholding obligations, the unissued awards will again be available for grant under the 2021 Equity Incentive Plan.

In connection with the Business Combination, the Company granted Common Units and Seller Earnout Units, which grants were not made under the 2021 Equity Incentive Plan.

A portion of these Common Units and Seller Earnout Units were granted to certain pre-Business Combination owners that are also ongoing members of management.

As a result, these grants were accounted for as equity-based compensation and are included in the disclosures below.

In connection with the Oak Street Acquisition, the Company has agreed to contingently issue 26,074,330 Common Units upon achieving the Oak Street Triggering Events described in Note 3.

These Oak Street Earnout Units were granted to certain sellers that are subject to ongoing employment arrangements with the Company, and are therefore being accounted for as equity-based compensation grants subject to performance vesting conditions that are probable of occurring.

The table below presents information regarding equity-based compensation expense included within compensation and benefits in the Company’s consolidated and combined statements of operations.

As of December 31, 2021, no RSUs have been settled in cash or Class A Shares.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Year Ended December 31,

(dollars in thousands) 2021 2020 2019

Included within compensation and benefits:

Common Units $ 1,121,139 $ — $ —

Seller Earnout Units 63,031 — —

Oak Street Earnout Units — — —

Incentive Units 13,469 — —

RSUs 6,480 — —

Included within general, administrative and other expenses

Incentive Units 1,066 — —

Equity-Based Compensation Expense $ 1,205,336 $ — $ —

Corresponding tax benefit $ 123 $ — $ —

The table below presents activity related to the Company’s unvested equity-based compensation awards for the year ended December 31, 2021.

Common Units Seller Earnout Units Oak Street Earnout Units

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit

December 31, 2020 — $ — — $ — — $ —

Underwriting Agreement

The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,625,000 in the aggregate.

The deferred fee will become payable to the

underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Business Combination Agreement

December 23, 2020, the Company entered into a definitive business combination agreement (the Business Combination Agreement), by and among the Company, Owl Rock, and the Dyal Capital Partners (Dyal) division of Neuberger

Berman Group LLC 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.

Pursuant to the transaction, the Company, 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.

Cash proceeds in connection with the transaction will be funded through a combination of the Companys cash in its Trust Account and a $1.5 billion fully committed, common stock

private investment in common equity at $10.00 per share.

The transaction will be consummated subject to the deliverables and provisions

as further described in the Business Combination Agreement.

NOTE 7 SHAREHOLDERS EQUITY

Preference Shares The Company is authorized to issue 5,000,000 preference shares with a par value of $0.0001 per share,

with such designations, voting and other rights and preferences as may be determined from time to time by the Companys board of directors.

At December 31, 2020, there were no preference shares issued or outstanding.

Class A Ordinary Shares The Company is authorized to issue 500,000,000 Class A

ordinary shares, with a par value of $0.0001 per share.

Holders of Class A ordinary shares are entitled to one vote for each share.

At December 31, 2020, there were 1,345,092 Class A ordinary shares issued or outstanding, excluding

26,154,908 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares

The Company is authorized to issue 50,000,000 Class B ordinary shares, with a par value of $0.0001 per share.

Holders of the Class B ordinary shares are entitled to one vote for each share.

At December 31, 2020, there

were 6,875,000 Class B ordinary shares issued and outstanding.

Only holders of the Class B ordinary shares will have the right

to vote on the election of directors prior to the Business Combination.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders, except as

required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of a Business

Combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an

as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the total number of Class A

ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of a Business Combination,

excluding Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in a Business Combination and any Private Placement Warrants

issued to the Sponsor, its affiliates or any member of the Companys management team upon conversion of Working Capital Loans.

In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

Warrants Public Warrants may

only be exercised for a whole number of shares.

No fractional shares will be issued upon exercise of the Public Warrants.

The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business

Combination and (b) one year from the closing of the Initial Public Offering.

The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no

obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to

the Company satisfying its obligations with respect to registration, or a valid exemption from registration is available.

No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a

warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants.

ALTIMAR ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Granted 132,808,673 9.00 11,608,004 5.43 26,074,330 12.53

Vested ( 132,808,673 ) 9.00 ( 11,608,004 ) 5.43 — —

Forfeited — — — — — —

December 31, 2021 — $ — — $ — 26,074,330 $ 12.53

The Company has agreed that as soon as practicable, but in no event later than 20 business

days, after the closing of a Business Combination, it will use its commercially reasonable efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon

exercise of the warrants, and the Company will use its commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of a Business Combination, and to maintain the effectiveness of such registration

statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement;

provided that if the Class A ordinary shares are at the time of any exercise of

a warrant not listed on a national securities exchange such that they satisfy the definition of a covered security under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants

who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a

registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If a registration statement covering the Class A

ordinary shares issuable upon exercise of the warrants is not effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the

Company will have failed to maintain an effective registration statement, exercise warrants on a cashless basis in accordance with Section 3(a)(9) of the Securities Act or another exemption, but the Company will use its

commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per Class A ordinary share equals or exceeds $18.00.

the warrants become exercisable, the Company may redeem the outstanding warrants (except as described with respect to the Private Placement Warrants):

in whole and not in part;

at a price of $0.01 per warrant;

upon a minimum of 30 days prior written notice of redemption;

if, and only if, the reported closing price of the Companys Class A ordinary shares equals or exceeds

$18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days prior to the date on which the Company sends the notice of redemption to the warrant holders.

If and when the warrants become redeemable by the Company, the Company may exercise its redemption right even if it is

unable to register or qualify the underlying securities for sale under all applicable state securities laws.

Redemption of warrants

when the price per Class A ordinary share equals or exceeds $10.00 .

Once the warrants become exercisable, the Company may redeem the outstanding warrants:

in whole and not in part;

at $0.10 per warrant upon a minimum of 30 days prior written notice of redemption;

provided that

holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the Companys Class A ordinary shares;

if, and only if, the last reported sale price (the closing price) of the Companys Class A

ordinary shares equals or exceeds $10.00 per Public Share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to

the warrant holders;

if the closing price of the Class A ordinary shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants

must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to

The exercise price and number of

ordinary shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation.

However, except as described below, the

Public Warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price.

Additionally, in no event will the Company be required to net cash settle the warrants.

If the Company has not completed a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their Public Warrants, nor will they receive any distribution from the

Companys assets held outside of the Trust Account with the respect to such warrants.

Accordingly, the warrants may expire worthless.

ALTIMAR ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Incentive Units RSUs

Number of Units Weighted-Average Grant Date Fair Value Per Unit Number of Units Weighted-Average Grant Date Fair Value Per Unit

December 31, 2020 — $ — — $ —

In addition, if (x) the Company issues additional Class A ordinary shares or

equity-linked securities for capital raising purposes in connection with the closing of a Business Combination (excluding any forward purchase securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such

issue price or effective issue price to be determined in good faith by the Companys board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor

or such affiliates, as applicable, prior to such issuance) (the Newly Issued Price), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the

funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day period starting on

the trading day prior to the day on which the Company consummates a Business Combination (such price, the Market Value) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal

to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued

Price, and the $10.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the

Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to

certain limited exceptions.

Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable (except as described above under Redemption of Warrants when the

price per Class A ordinary share equals or exceeds $10.00) so long as they are held by the initial purchasers or their permitted transferees.

If the Private Placement Warrants are held by someone other than the initial purchasers or their

permitted transferees, the Private Placement Warrants will be redeemable under all redemption scenarios by the Company and exercisable by such holders on the same basis as the Public Warrants.

NOTE 8 FAIR VALUE MEASUREMENTS

The fair value of the Companys financial assets and liabilities reflects managements estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date.

In connection with measuring the fair value of its

assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets

and liabilities).

The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide

pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The Company classifies its U.S.

Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 InvestmentsDebt and Equity Securities. Held-to-maturity

securities are those securities which the Company has the ability and intent to hold until maturity.

Held-to-maturity treasury securities are recorded at amortized cost

on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts.

At December 31, 2020,

assets held in the Trust Account were comprised of $737 in cash and $275,037,291 in U.S.

Treasury securities.

During the year ended December 31, 2020, the Company did not withdraw any interest income from the Trust Account.

The following table presents information about the Companys assets that are measured at fair value on a recurring basis at

December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

The gross holding gains and fair value of

held-to-maturity securities at December 31, 2020 are as follows:

ALTIMAR ACQUISITION CORPORATION

NOTES TO FINANCIAL STATEMENTS

Granted 23,294,373 13.87 12,022,943 13.92

Modified from liability award — — 9,050,000 10.00

Vested ( 163,528 ) 14.56 ( 10,941,339 ) 10.75

Forfeited ( 50,000 ) 14.02 ( 13,500 ) 14.02

December 31, 2021 23,080,845 13.87 10,118,104 $ 13.84

Held-To-Maturity

December 31, 2020 U.S.

Treasury Securities (Mature on 04/29/2021)

NOTE 9 SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial

statements were issued.

Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Prior to the Business Combination, certain members of Dyal Capital were entitled to receive rights to distributions of certain future profits (the “Profit Interest Units”) that were subject to certain forfeiture conditions.

Immediately preceding the Business Combination, the forfeiture conditions of the Profit Interest Units were modified to eliminate any future service requirements and were replaced with Common Units on the Business Combination Date.

The Company recognized a one-time non-cash equity-based compensation expense of $ 1.1 billion related to the replacement award, which represents the fair value under GAAP of the replacement awards (excluding the portion attributable to the Profit Interest Units prior to the Business Combination, which was included as equity consideration in Note 3).

The fair value of the Common Units replacement award was based on the Company’s Class A Share price on the transaction date with the application of a 10 % discount for lack of marketability.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Seller Earnout Units

The fair value of the Seller Earnout Units was determined using a Monte Carlo simulation valuation model, with the following assumptions:

volatility of 22 %, discount for lack of marketability of 12 % and expected holding period of approximately 3 years.

As a result of the Class E Triggering Events in 2021, the Company recognized all of the compensation expense related to the Seller Earnout Units and no unamortized expense remained as of December 31, 2021.

Oak Street Earnout Units

The fair value of the Oak Street Earnout Units was determined using a Monte Carlo simulation valuation model, with the following weighted average assumptions:

annualized revenue volatility of 38 %, revenue discount rate of 15 %, discount for lack of marketability of 13 % and expected holding period of approximately 2 years.

As of December 31, 2021, unamortized expense related to the Oak Street Earnout Units was $ 326.6 million, with a weighted average amortization period of 2 years.

Incentive Units

During the fourth quarter of 2021, the Company granted Incentive Units in connection with the closing of the Business Combination, as well as other compensation-related grants.

The Company also converted various previously existing deferred cash compensation awards, which resulted in the reclassification of $ 5.3 million of previously accrued compensation liability to equity on the conversion date.

The remaining fair value of the replacement awards will be expensed over the remaining service period.

The grant date fair value of Incentive Units was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of an 11 % to 12 % discount for lack of marketability on certain Incentive Units that are subject to a one-year post-vesting transfer restriction.

As of December 31, 2021, unamortized expense related to Incentive Units was $ 303.9 million, with a weighted average amortization period of 4.6 years.

RSUs Modified from Liability Award on Business Combination Date

On September 15, 2020, the Company issued an award that was based on the fair value of Owl Rock and that was fully vested upon issuance.

The original terms of the award required cash settlement at a future date and was, therefore, classified as a liability that was remeasured to its settlement value at each reporting period.

The Company recorded compensation expense and a corresponding liability of $ 90.5 million in 2020 related to the award.

Prior to and contingent on the close of the Business Combination, the Company modified this award to be settled in 9,050,000 RSUs that were immediately vested but would be settled in Class A Shares in future years.

The modification did not result in any incremental compensation expense, as the value immediately prior to modification was greater than the value immediately following the modification.

Accordingly, the Company reclassified the existing liability to equity on the Business Combination Date.

Other RSU Grants

During the fourth quarter of 2021, the Company granted RSUs in connection with the closing of the Business Combination, as well as other compensation-related grants.

The Company also converted various previously existing deferred cash compensation awards, which resulted in the reclassification of $ 56.8 million of previously accrued compensation liability to equity on the conversion date.

The remaining fair value of the replacement awards will be expensed over the remaining service period.

The fair value of RSUs was determined using the Company’s Class A Share price on the grant date, adjusted for the lack of dividend participation during the vesting period, and the application of an 11 % to 12 % discount for lack of marketability on RSUs that are subject to a one-year post-vesting transfer restriction.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

As of December 31, 2021, unamortized expense related to RSUs was $ 104.1 million, with a weighted average amortization period of 3.7 years.

FAIR VALUE DISCLOSURES

Fair value represents the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date (i.e., an exit price).

The Company and the products it manages hold a variety of assets and liabilities, certain of which are not publicly traded or that are otherwise illiquid.

Significant judgement and estimation go into the assumptions that drive the fair value of these assets and liabilities.

The fair value of these assets and liabilities may be estimated using a combination of observed transaction prices, prices from third parties (including independent pricing services and relevant broker quotes), models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable.

Due to the inherent uncertainty of valuations of assets and liabilities that are determined to be illiquid or do not have readily ascertainable fair values, the estimates of fair value may differ from the values ultimately realized, and those differences can be material.

GAAP prioritizes the level of market price observability used in measuring assets and liabilities at fair value.

Market price observability is impacted by a number of factors, including the type of assets and liabilities and the specific characteristics of the financial assets and liabilities.

Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and lesser degree of judgment used in measuring fair value.

Financial assets and liabilities measured at fair value are classified and disclosed into one of the following categories based on the observability of inputs used in the determination of fair values:

• Level I – Quoted prices that are available in active markets for identical financial assets or liabilities as of the reporting date.

• Level II – Valuations obtained from independent third-party pricing services, the use of models or other valuation methodologies based on pricing inputs that are either directly or indirectly market observable as of the measurement date.

These financial assets and liabilities exhibit higher levels of liquid market observability as compared to Level III financial assets and liabilities.

• Level III – Pricing inputs that are unobservable in the market and includes situations where there is little, if any, market activity for the financial asset or liability.

The inputs into the determination of fair value of financial assets and liabilities in this category may require significant management judgment or estimation.

The fair value of these financial assets and liabilities may be estimated using a combination of observed transaction prices, independent pricing services, models or other valuation methodologies based on pricing inputs that are neither directly nor indirectly market observable (e.g., cash flows, implied yields).

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

In such cases, a financial asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the financial asset or liability when the fair value is based on unobservable inputs.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Fair Value Measurements Categorized within the Fair Value Hierarchy

The table below summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2021.

The Company did not have any assets or liabilities measured at fair value on a recurring basis as of December 31, 2020.

December 31, 2021

(dollars in thousands) Level I Level II Level III Total

Investments, at Fair Value

Corporate bonds $ — $ 1,311 $ — $ 1,311

Liabilities, at Fair Value

TRA liability $ — $ — $ 111,325 $ 111,325

Warrant liability 43,048 — 25,750 68,798

Earnout liability — — 143,800 143,800

Total Liabilities, at Fair Value $ 43,048 $ — $ 280,875 $ 323,923

Reconciliation of Fair Value Measurements Categorized within Level III

Unrealized gains and losses on the Company’s liabilities carried at fair value on a recurring basis are included within other loss in the consolidated and combined statements of operations.

There were no transfers in or out of Level III.

The following table sets forth a summary of changes in the fair value of the Level III measurements for the year ended December 31, 2021:

(dollars in thousands) Level III Liabilities

TRA Liability Warrant Liability Earnout Liability Total

Beginning balance $ — $ — $ — $ —

Issuances 101,645 9,131 635,077 745,853

Settlements — — ( 1,325,532 ) ( 1,325,532 )

Net losses 9,680 16,619 834,255 860,554

Ending Balance $ 111,325 $ 25,750 $ 143,800 $ 280,875

Change in net unrealized losses on liabilities still recognized at the reporting date $ 9,680 $ 16,619 $ — $ 26,299

The settlement of Earnout Securities and additional TRA resulting from the settlement of such liability are non-cash transactions, and as such have not been reflected in the consolidated and combined statements of cash flows.

Valuation Methodologies for Fair Value Measurements Categorized within Levels II and III

Corporate Bonds

The fair value of corporate bonds are estimated based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs.

These investments are generally classified as Level II.

The Company obtains prices from independent pricing services that generally utilize broker quotes and may use various other pricing techniques, which take into account appropriate factors such as yield, quality, coupon rate, maturity, type of issue, trading characteristics and other data.

TRA Liability

The TRA related to the Dyal Acquisition is considered contingent consideration and is measured at fair value based on discounted future cash flows.

The remaining TRA liability on the Company’s consolidated and combined statements of financial condition is not measured at fair value.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Warrant Liability

The Company uses a Monte Carlo simulation model to value the Private Placement Warrants.

The Company estimates the volatility of its Class A Shares based on the volatility implied by the Public Warrants.

The risk-free interest rate is based on U.S.

Treasuries for a maturity similar to the expected remaining life of the warrants.

The expected term of the warrants is assumed to be equivalent to their remaining contractual term.

The Public Warrants are traded on the NYSE and are stated at the last reported sales price without any valuation adjustments, and therefore are classified as Level I.

Earnout Liability

The fair value of the earnout liability was comprised of the Earnout Securities, which were settled prior to December 31, 2021, and the Oak Street Cash Earnout that was deemed to be contingent consideration on the Oak Street Acquisition.

The fair value of the Earnout Securities was determined using a Monte Carlo simulation model.

The Company estimated the volatility of its Class A Shares based on the volatility implied by a review of historical volatility for similar publicly traded companies over a horizon that matched the expected remaining life of the Earnout Securities at each measurement date and the risk-free interest rate was based on U.S.

Treasuries for a maturity similar to the expected remaining life.

The fair value of the Oak Street Cash Earnout was determined using a Monte Carlo simulation model.

The model incorporates management revenue forecast and makes the following adjustments:

historical revenue volatility, risk free rate based on U.S.

Treasuries for a maturity similar to the expected remaining life and a discount rate to adjust management’s revenue forecast from a risk-based forecast to a risk-neutral forecast.

Quantitative Inputs and Assumptions for Fair Value Measurements Categorized within Level III

The following table summarizes the quantitative inputs and assumptions used for the Company’s Level III measurements as of December 31, 2021:

(dollars in thousands) Fair Value Valuation Technique Significant Unobservable Inputs Input Impact to Valuation from an Increase in Input

TRA liability $ 111,325 Discounted cash flow Discount rate 10 % Decrease

Warrant liability 25,750 Monte Carlo simulation Volatility 26 % Increase

Earnout liability 143,800 Monte Carlo simulation Revenue volatility 38 % Increase

Discount rate 15 % Decrease

Total Liabilities, at Fair Value $ 280,875

Fair Value of Other Financial Instruments

Management estimates that the carrying value of the Company’s other investments and debt obligations, which are not carried at fair value, approximated their fair values as of December 31, 2021.

The fair value measurements for the Company’s other investments are categorized as Level III and its debt obligations are categorized as Level I within the fair value hierarchy.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

The Company’s income tax provision and related income tax assets and liabilities are based on, among other things, an estimate of the impact of the Business Combination and exchanges of Common Units for Class A Shares, inclusive of an analysis of tax basis and state tax implications of the Blue Owl Operating Group and their underlying assets and liabilities.

The Company’s estimate is based on the most recent information available;

however, the impact of the Business Combination cannot be finally determined until the Company’s 2021 tax returns have been filed.

The tax basis and state impact of the Blue Owl Operating Group and their underlying assets and liabilities are based on estimates subject to finalization of the Company’s tax returns, and the impact of the Business Combination may differ, possibly materially, from the current estimates described herein.

The Blue Owl Operating Partnerships, and prior to the Business Combination, Owl Rock, are partnerships for U.S.

federal income tax purposes subject to New York City unincorporated business tax (“UBT”).

Effective upon the consummation of the Business Combination, generally all of the income the Registrant earns will be subject to corporate-level income taxes in the United States.

Further, the amount of income taxes recorded prior to the Business Combination are not representative of the expenses expected in the future.

Substantially all of the Company’s income before tax is earned in the United States.

The following table presents the components of the Company’s income tax expense (benefit):

(dollars in thousands) Year Ended December 31,

2021 2020 2019

Current Income Tax Expense (Benefit)

federal $ — $ — $ —

State and local 716 359 81

Foreign 211 14 —

Deferred Income Tax Expense (Benefit)

federal ( 43,905 ) — —

State and local ( 22,232 ) ( 475 ) 159

Foreign ( 1 ) — —

( 66,138 ) ( 475 ) 159

Total Income Tax Expense (Benefit)

federal ( 43,905 ) — —

State and local ( 21,516 ) ( 116 ) 240

Foreign 210 14 —

$ ( 65,211 ) $ ( 102 ) $ 240

The following table sets forth the reconciliation of the Company’s effective rate to the statutory rate:

Year Ended December 31,

2021 2020 2019

Statutory rate (1)

21.00 % 4.00 % 4.00 %

Income passed through to noncontrolling interest holders - 14.95 % — % — %

State and local income taxes 0.98 % - 3.73 % 0.10 %

Non-deductible compensation expense - 3.54 % - 0.08 % - 3.28 %

Other — % - 0.07 % 0.34 %

Total Effective Rate 3.49 % 0.12 % 1.16 %

(1) The statutory rate presented is using the U.S.

federal corporate tax rate for the year ended December 31, 2021, and the UBT rate for the years ended December 31, 2020 and 2019.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

As of December 31, 2021 and 2020 the income tax effects of temporary differences that give rise to significant portions of deferred tax assets and liabilities were as follows:

(dollars in thousands) December 31, 2021 December 31, 2020

Deferred Tax Assets

Basis difference in subsidiaries $ 439,826 $ 69

Tax receivable agreement 158,616 —

Net operating losses 36,500 180

Other 2,057 551

Deferred Tax Assets $ 636,999 $ 800

Goodwill and intangible assets 47,924 —

Other 2,413 —

Deferred Tax Liabilities $ 50,337 $ —

The Company has U.S.

federal and UBT net operating losses of $ 152.1 million and $ 9.6 million, respectively, that can be carried forward indefinitely until they are used.

The Company evaluates the realizability of its deferred tax assets on a quarterly basis and may recognize or adjust any valuation allowance when it is more-likely-than-not that all or a portion of the deferred tax asset may not be realized.

The Company believes it is more-likely-than-not that its deferred tax assets will be realized based on historic and projected earnings and the reversal of taxable temporary differences.

As of December 31, 2021, the Company has not recorded any valuation allowances.

The Company files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

In the normal course of business, the tax years that remain open under the statute of limitations will be subject to examinations by the appropriate tax authorities.

The Company is generally no longer subject to state or local examinations by tax authorities for tax years prior to 2017.

As of December 31, 2021, the Company has not recorded any unrecognized tax positions and does not expect a material increase or decrease in gross unrecognized tax positions in the next 12 months.

No penalties or interest were incurred during the years ended December 31, 2021, 2020 and 2019.

In connection with and subsequent to the Business Combinations, the Company recorded to additional paid-in capital various adjustments to deferred tax assets and liabilities, as well as related impacts to the TRA liability, related to capital transactions.

These adjustments primarily resulted from differences between the Company’s GAAP and tax basis in its investment in the Blue Owl Operating Partnerships, as well as portions related to the TRA liability that will eventually lead to additional tax basis in the Blue Owl Operating Partnerships upon future TRA payments.

The deferred tax assets will be recovered as the basis is amortized.

See the Company’s consolidated and combined statements of shareholders’ equity for these amounts.

COMMITMENTS AND CONTINGENCIES

Tax Receivable Agreement

Pursuant to the TRA, the Company will pay 85 % of certain tax benefits, if any, that it realizes (or in certain cases is deemed to realize) as a result of any increases in tax basis of the assets of the Blue Owl Operating Group related to the Business Combination and any subsequent exchanges of Blue Owl Operating Group Units for shares of the Registrant or cash.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Payments under the TRA will continue until all such tax benefits have been utilized or expired unless (i) the Company exercises its right to terminate the TRA and paying recipients an amount representing the present value of the remaining payments, (ii) there is a change of control or (iii) the Company breaches any of the material obligations of the TRA, in which case all obligations will generally be accelerated and due as if the Company had exercised its right to terminate the TRA.

In each case, if payments are accelerated, such payments will be based on certain assumptions, including that the Company will have sufficient taxable income to fully utilize the deductions arising from the increased tax deductions.

The estimate of the timing and the amount of future payments under the TRA involves several assumptions that do not account for the significant uncertainties associated with these potential payments, including an assumption that the Company will have sufficient taxable income in the relevant tax years to utilize the tax benefits that would give rise to an obligation to make payments.

The table below presents management’s estimate as of December 31, 2021, of the maximum amounts that would be payable under the TRA assuming that the Company will have sufficient taxable income each year to fully realize the expected tax savings.

In light of the numerous factors affecting the Company’s obligation to make such payments, the timing and amounts of any such actual payments may differ materially from those presented in the table.

(dollars in thousands) Potential Payments Under the Tax Receivable Agreement

Thereafter 595,661

Total Payments $ 791,583

Less adjustment to fair value for contingent consideration ( 120,907 )

Total TRA Liability $ 670,676

Unfunded Product Commitments

As of December 31, 2021, the Company had unfunded investment commitments to its products of $ 46.5 million, which is exclusive of commitments that employees and other related parties have directly to the Company’s products.

Indemnification and Guarantee Arrangements

In the normal course of business, the Company enters into contracts that contain indemnities or guarantees for related parties of the Company, including the Company’s products, as well as persons acting on behalf of the Company or such related parties and third parties.

The terms of the indemnities and guarantees vary from contract to contract and the Company’s maximum exposure under these arrangements cannot be determined or the risk of material loss is remote, and therefore no amounts have been recorded in the consolidated statements of financial condition.

As of December 31, 2021, the Company has not had prior claims or losses pursuant to these arrangements.

From time to time, the Company is involved in legal actions in the ordinary course of business.

Although there can be no assurance of the outcome of such legal actions, in the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially affect its results of operations, financial condition or cash flows.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

RELATED PARTY TRANSACTIONS

The majority of the Company’s revenues, including all management fees and certain administrative, transaction and other fees, are earned from the products it manages, which are related parties of the Company.

The Company also has arrangements in place with products that it manages, whereby certain costs are initially paid by the Company and subsequently are reimbursed by the products.

These amounts are included within due from related parties in the Company’s consolidated and combined statements of financial condition.

(dollars in thousands) December 31, 2021 December 31, 2020

Management fees $ 168,057 $ 78,586

Realized performance income 10,496 —

Administrative fees and other expenses paid on behalf of the Company’s products and other related parties 46,023 14,112

Due from Related Parties $ 224,576 $ 92,698

Reimbursements from the Company’s Products

Administrative fees represent allocable compensation and other expenses incurred by the Company, pursuant to administrative and other agreements, that are reimbursed by products it manages.

These administrative fees are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 37.2 million, $ 13.0 million and $ 12.0 million during the years ended December 31, 2021, 2020 and 2019, respectively.

Dealer Manager Revenues

Dealer manager revenues represent commissions earned from certain of the Company’s products for distribution services provided.

These dealer manager revenues are included within administrative, transaction and other fees on the consolidated and combined statements of operations and totaled $ 8.2 million, $ 3.9 million and $ 9.6 million during the years ended December 31, 2021, 2020 and 2019, respectively.

Expense Support and Caps Arrangements

The Company is party to expense support and cap arrangements with certain of the products it manages.

Pursuant to these arrangements, the Company may absorb certain expenses of these products when in excess of stated expense caps or until such products reach certain profitability and cash flow thresholds.

In certain cases, the Company is able to recover these expenses once certain profitability and cash flow thresholds are met.

The Company recorded net expenses (recoveries) related to these arrangements of $( 3.2 ) million, $ 18.7 million and $ 7.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.

These net expenses (recoveries) are included in general, administrative and other expenses within the consolidated and combined statements of operations.

Aircraft and Other Services

In the normal course of business, the Company reimburses certain related parties for business use of their aircraft based on current market rates.

Personal use of the aircraft is not charged to the Company.

The Company recorded expenses for these aircraft reimbursements of $ 0.6 million, $ 0.9 million and $ 1.0 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

Promissory Note

The Company was a party to an interest-bearing promissory note with a product it manages, allowing the product to borrow from the Company up to an aggregate of $ 50.0 million.

The Company lent and was repaid $ 30.0 million and recorded $ 4 thousand of interest income during the year ended December 31, 2020.

The unpaid principal balance and accrued interest were payable on demand upon 120 days written notice by the Company.

The promissory note matured on December 31, 2020.

EARNINGS (LOSS) PER SHARE

Basic earnings (loss) per share attributable to Class A Shareholders is computed by dividing the earnings or loss attributable to Class A Shares by the weighted-average number of shares of Class A Shares outstanding during the period.

Seller Earnout Units are included in the denominator in computing dilutive earnings (loss) per Class A Share only when a Class E Triggering Event has occurred, and therefore the contingency has been met.

As of December 31, 2021, the Class E Triggering Events on the E-2 Seller Earnout Units have been met.

The table below presents the Company’s treatment for basic and diluted earnings (loss) per share for instruments outstanding at the Registrant and the Blue Owl Operating Group.

Potentially dilutive instruments are only considered in the calculation to the extent they would be dilutive.

Basic Diluted

Class A Shares Included Included

Class B Shares N/A - None outstanding N/A - None outstanding

Class C Shares and Class D Shares Excluded

Non-economic voting shares of the Registrant Excluded

Non-economic voting shares of the Registrant

Vested RSUs (1)

Contingently issuable shares Included

Contingently issuable shares

Unvested RSUs Excluded Included

Treasury stock method

Warrants Excluded Included

Treasury stock method (4)

Potentially Dilutive Instruments of the Blue Owl Operating Group:

Vested Common and Incentive Units Excluded Included

If-converted method (5)

Unvested Incentive Units Excluded Included

The Company first applies the treasury stock method to determine the number of units that would have been issued, then applies the if-converted method to the resulting number of units (5)

Oak Street Earnout Units (2)

Excluded Excluded

Performance condition not satisfied as of year end

Earnout Securities (3)

Excluded Included

Market condition satisfied as of year end

If-converted method (5)

These RSUs do not participate in dividends until settled in Class A Shares.

(2) As of December 31, 2021, the Oak Street Triggering Events with respect to the Oak Street Earnout Units had not been met, and therefore such units have not been included in the calculation of diluted earnings (loss) per share.

(3) As of December 31, 2021, the Class E Triggering Events with respect to the Earnout Securities had been met and no Earnout Securities remained outstanding.

(4) The treasury stock method for warrants carried at fair value includes adjusting the numerator for changes in fair value impacting net income (loss) for the period.

(5) The if-converted method includes adding back to the numerator any related income or loss allocations to noncontrolling interest, as well as any incremental tax expense had the instruments converted into Class A Shares as of the beginning of the period.

In the case of Earnout Securities carried at fair value, the numerator is also adjusted for changes in fair value impacting net income (loss) for the period.

Blue Owl Capital Inc.

(Prior to May 19, 2021, Owl Rock)

Notes to Consolidated and Combined Financial Statements

For the Period from May 19, 2021 to December 31, 2021 Net Loss Attributable to Class A Shareholders Weighted-Average Class A Shares Outstanding Loss Per Class A Share Weighted-Average Number of Antidilutive Instruments

(dollars in thousands, except per share amounts)

Basic $ ( 450,430 ) 354,949,067 $ ( 1.27 )

Effect of dilutive instruments:

Unvested RSUs — — 1,702,275

Warrants — — 14,159,364

Vested Common and Incentive Units ( 1,306,873 ) 960,237,349 —

Unvested Incentive Units — — 6,743,015

Oak Street Earnout Units — — 344,594

Earnout Securities — — 50,881,018

Diluted $ ( 1,757,303 ) 1,315,186,416 $ ( 1.34 )

For periods prior to the Business Combination, earnings per share results in values that would not be meaningful to the users of the consolidated and combined financial statements, as the Company’s capital structure completely changed as a result of the Business Combination.

Therefore, earnings (loss) per share information has not been presented for periods prior to the Business Combination.

SUBSEQUENT EVENTS

On February 17, 2022, the Company announced a cash dividend of $ 0.10 per Class A Share.

The dividend is payable on March 7, 2022, to holders of record as of the close of business on February 28, 2022.

On February 15, 2022, the Company, through its indirect subsidiary, Blue Owl Finance LLC, issued $ 400.0 million aggregate principal amount of 4.375 % Senior Notes due 2032 (the “2032 Notes”).

The 2032 Notes bear interest at a rate of 4.375 % per annum and mature on February 15, 2032.

Interest on the 2032 Notes will be payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2022.

The 2032 Notes are fully and unconditionally guaranteed, jointly and severally, by the Blue Owl Operating Partnerships and certain of their subsidiaries.

The guarantees are unsecured and unsubordinated obligations of the guarantors.

All or a portion of the 2032 Notes may be redeemed at the Company’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, subject to a make-whole redemption price;

provided, however, that if the Company redeems any amounts on or after November 15, 2031, the redemption price for the 2032 Notes will be equal to 100 % of the principal amount of the amounts redeemed, in each case, plus any accrued and unpaid interest.

If a change of control repurchase event occurs, the 2032 Notes are subject to repurchase by the Company at a repurchase price in cash equal to 101 % of the aggregate principal amount repurchased plus any accrued and unpaid interest.

The 2032 Notes also provide for customary events of default and acceleration.

Wellfleet Acquisition

On February 16, 2022, the Company announced its entry into an agreement to acquire Wellfleet Credit Partners LLC (“Wellfleet”) from affiliates of Littlejohn & Co., LLC.

The closing is subject to customary conditions.

The purchase price consists of $ 108.0 million cash consideration on closing and earnout payments of up to an additional $ 15.0 million of cash and 940,668 Class A Shares payable in equal installments on each of the first three anniversaries from the closing date.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures