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.
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.