Owl Rock Capital Group LLC & Dyal Capital Partners entered into a non-binding letter of intent to acquire Altimar Acquisition Corporation for $12.2 billion in a reverse merger transaction on December 2, 2020. Owl Rock Capital Group LLC and Dyal Capital Partners entered into a definitive agreement to acquire Altimar Acquisition Corporation in a reverse merger transaction on December 23, 2020. The combined entity is expected to have a post-transaction market capitalization of approximately $12.5 billion. Pursuant to the business combination agreement, the aggregate value of the consideration to be paid to the current equityholders of Owl Rock (the “Owl Rock Equityholders”) and Dyal (the “Dyal Equityholders”) in the business combination is approximately $12.15 billion, of which: (a) approximately $5.47 billion will be paid to the existing Owl Rock Equityholders consisting of: certain cash consideration in the approximate amount of $350 million (“Owl Rock Cash Consideration”) and the remainder in shares of Blue Owl common stock at a price of $10.00 per share, provided that at an Owl Rock Equityholder's election, subject to satisfaction of certain terms and conditions set forth in the business combination agreement, such Owl Rock Equityholder may elect, in lieu of each share of Blue Owl common stock to which such Owl Rock Equityholder is entitled, to receive one common unit in each of Blue Owl Holdings and Blue Owl Carry (“Blue Owl Operating Group Unit”) and a corresponding one vote-only share of Blue Owl; and (b) approximately $6.68 billion will be paid to the Dyal Equityholders consisting of: certain cash consideration in the approximate amount of $1.1 billion (“Dyal Cash Consideration”) and the remainder in Blue Owl Operating Group Units and vote-only shares of Blue Owl. In addition to the consideration, each Owl Rock Equityholder and each Dyal Equityholder will have the right to receive certain payments under the Tax Receivable Agreement. In addition, 45 million additional shares of Class E common stock in each of Blue Owl Holdings and Blue Owl Carry are being issued to the Owl Rock Equityholders and 55 million Seller Earnout Units in each of Blue Owl Holdings and Blue Owl Carry are being issued to the Dyal Equityholders. The Class E common stock and “Seller Earnout Units” consist of two equal tranches, with one tranche (50% of the total) vesting if the volume-weighted average share price on Blue Owl's Class A Common Stock is $12.50 or above for 20 consecutive days within 5 years after the Closing and the second tranche (the remaining 50%) vesting if the volume-weighted average share price on Blue Owl's Class A common stock is $15.00 or above for 20 consecutive days within 5 years after the Closing. Assuming no redemptions by Altimar's existing public stockholders, the existing equityholders of Owl Rock and Dyal (including Neuberger Berman) will hold approximately 85% of Blue Owl immediately following the closing of the business combination. The founders and senior managers of Blue Owl will retain their equity stakes immediately following the transaction, promoting continued alignment with the combined company's public investors and clients. Cash proceeds in connection with the transaction will be funded through a combination of Altimar's cash in trust and a $1.5 billion fully committed, oversubscribed, common stock private investment in public equity (“PIPE”) at $10 per share including commitments from leading investors including ICONIQ Capital, CH Investment Partners, Koch Companies Defined Benefit Master Trust, the Federated Hermes Kaufmann Funds, and Liberty Mutual Investments. Upon completion, Owl Rock and Dyal Capital will lead to single and larger publicly traded entity and the Owl Rock and Dyal businesses will be autonomous but complementary. Immediately prior to the closing, Altimar will change its name to “Blue Owl Capital Inc. Blue Owl Capital Inc. is expected to be listed on the NYSE under the ticker symbol "OWL".

Doug Ostrover, Co-Founder of Owl Rock, will serve as Chief Executive Officer of Blue Owl and the investment teams and processes would remain unchanged. The senior management team will also include Michael Rees (Founder of Dyal) and Marc Lipschultz (Owl Rock Co-Founder) as Co-Presidents and Alan Kirshenbaum as Chief Financial Officer. Craig Packer (Owl Rock Co-Founder) will continue as Chief Executive Officer. Blue Owl's nine-person Board of Directors will be initially composed of three independent directors, three Owl Rock appointed Directors, two Dyal appointed Directors and one Neuberger Berman appointed Director. The Owl Rock and Dyal Founders, alongside Neuberger Berman Group, the parent of Dyal, would own meaningful positions in the combined business.

The deal is subject to closing conditions included therein, the approval of the transaction by Altimar's shareholders, continuing due diligence, the negotiation and execution of definitive agreements and regulatory requirements, approvals and consents. Completion of the proposed transaction is subject to approvals of Altimar's stockholders, the equityholders of each of the Owl Rock BDCs to the assignment of its advisory agreement and Dyal sponsored fund's limited partners, in addition to other customary closing conditions, including a registration statement being declared effective by the Securities and Exchange Commission and the listing of Blue Owl Class A common stock to be issued in the Business Combination on the New York Stock Exchange. The Board of Directors for each of Altimar and Neuberger Berman, as well as the Executive Committee of Owl Rock, have unanimously approved the proposed transaction. Owl Rock Capital received approval from the shareholders in connection with the transaction. As of February 18, 2021, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired. The transaction is expected to be completed in the first half of 2021.

Perella Weinberg Partners LP, Goldman Sachs & Co. LLC and BofA Securities, Inc. are serving as financial advisors; and Rick Campbell, Thomas Laughlin, Rob Blaustein, Chris Gandia, Aaron Schlaphoff, Pippa Bond, Monica Shilling, Jonathan Benloulou, Aaron Ellias, Scott Moehrke, Stephanie Berdik, Townshine Wu, Abbey Raish, Aditi Iyer, Donald E. Rocap, Meredith Levy, Mike Carew and Katherine Coverdale of Kirkland & Ellis LLP is serving as legal counsel to Owl Rock. Broadridge Financial Solutions, Inc. (NYSE:BR) acted as proxy solicitor to Owl Rock. Evercore Group LLC is serving as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Dyal Capital. Ardea Partners LP is serving as financial advisor for Neuberger Berman and Dyal capital. Peter Serating, Paul Schnell, Joseph Coco, Richard Oliver, Christopher Barlow, David Polster, Laura Kaufmann Belkhayat, Regina Olshan, Heather Cruz, Michael Hoffman, Gregg Noel, Andrew Garelick and David Hepp of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel; and Citigroup Global Markets Inc., UBS Securities LLC, and Morgan Stanley are serving as financial advisors to Neuberger Berman. J.P. Morgan Securities LLC is serving as exclusive financial advisor and Scott Grader, David Harris, Jason Tyler, Philip Heimowitz, Raphael Russo, David Curtiss, Claudine Meredith-Goujon, Lindsay Parks, Gregory Laufer, Steven Herzog, Andrew Gaines, Reuven Falik, Meghan Fox, Marta Kelly, Yuni Sobel, Robert Zochowski, Ariel J. Deckelbaum, Ellen N. Ching, Udi Grofman and Amran Hussein of Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to Altimar Acquisition Corporation. Mark Zimkind of Continental Transfer & Trust Company acted as transfer agent and Innisfree M&A Incorporated acted as information agent to Altimar Acquisition. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as joint placement agents on the PIPE.