Blue Owl Capital Inc 8-K, filed Nov 12, 2020
Blue Owl Capital Inc. (OWL)
About this 8-K
Blue Owl Capital Inc filed this 8-K on November 12, 2020, reporting on events of November 9, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 9, 2020
ALTIMAR ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-823945 | 98-1554235 |
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
|
40 West 57th Street 33rd Floor New York, NY |
10019 |
| (Address of principal executive offices) | (Zip Code) |
(212) 287-6767
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-third of one redeemable warrant | ATACU | New York Stock Exchange | ||
| Class A Ordinary Shares included as part of the units | ATAC | New York Stock Exchange | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | ATACW | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated October 27, 2020 (the "Current Report"), Altimar Acquisition Corporation (the “Company”) consummated an initial public offering (the “IPO”) of 25,000,000 units (the “Units”), consists of one Class A ordinary share, $0.0001 par value per share (the “Class A Ordinary Shares”), and one-third of one redeemable warrant (the “Public Warrants”), each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $250,000,000. The Company granted the underwriter in the IPO, a 45-day option to purchase up to 3,750,000 additional Units solely to cover over-allotments, if any.
As previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated a private placement (the “IPO Private Placement”) with Altimar Sponsor, LLC (the “Sponsor”), pursuant to which the Sponsor purchased 4,666,667 private placement warrants, each exercisable to purchase one Class A Ordinary Share at $11.50 per share, subject to adjustment, at a price of $1.50 per warrant (the “Private Placement Warrants”).
Subsequently, on November 5, 2020, the underwriter partially exercised the over-allotment option, and the closing of the issuance and sale of the additional 2,500,000 Units (the “Over-Allotment Units”) occurred on November 9, 2020. The issuance by the Company of the Over-Allotment Units at a price of $10.00 per unit resulted in total gross proceeds of $25,000,000. On November 9, 2020, simultaneously with the issuance and sale of the Over-Allotment Units, the Company consummated the sale of an additional 333,333 Private Warrants (the “Over-Allotment Private Placement” and, together with the IPO Private Placement, the “Private Placements”), generating gross proceeds of $500,000. The Private Warrants issued in the Over-Allotment Private Placement were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
The net proceeds from the IPO (including the Over-Allotment Units) together with certain of the proceeds from the Private Placements, $275,000,000 in the aggregate (the “Offering Proceeds”), were placed in a trust account established for the benefit of the Company’s public shareholders and the underwriter of the IPO with Continental Stock Transfer & Trust Company acting as trustee. Except with respect to interest earned on the Offering Proceeds held in the trust account that may be released to the Company to pay its income taxes, if any, the Company’s amended and restated memorandum and articles of association will provide that the Offering Proceeds will not be released from the trust account (1) to the Company, until the completion of its initial business combination, or (2) to its public shareholders, until the earliest of (a) the completion of the its initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of its public shares if the Company does not complete its initial business combination within 24 months from the closing of the IPO or (B) with respect to any other provision relating to the rights of holders of its Class A ordinary shares, and (c) the redemption of the public shares if the Company has not consummated its business combination within 24 months from the closing of the IPO, subject to applicable law.
A pro-forma balance sheet as of October 27, 2020 reflecting the exercise of the over-allotment option and Over-Allotment Private Placement is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Balance Sheet |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 12, 2020
| ALTIMAR ACQUISITION CORPORATION | ||
| By: | /s/ Tom Wasserman | |
| Name: | Tom Wasserman | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
ALTIMAR ACQUISITION CORPORATION
PRO FORMA BALANCE SHEET
Actual
| Pro
Forma | As
Adjusted | |||||||||||
| (unaudited) | (unaudited) | ||||||||||||
| ASSETS | |||||||||||||
| Current Assets | |||||||||||||
| Cash | $ | 1,872,011 | $ | — | $ | 1,872,011 | |||||||
| Prepaid expenses | 26,800 | — | 26,800 | ||||||||||
| Total Current Assets | 1,898,811 | — | 1,898,811 | ||||||||||
| Cash held in Trust Account | 250,000,000 | 25,000,000 | (a) | 275,000,000 | |||||||||
| (500,000 | ) | (b) | |||||||||||
| 500,000 | (d) | ||||||||||||
| Total Assets | $ | 251,898,811 | $ | 25,000,000 | $ | 276,898,811 | |||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||||||||
| Current liabilities | |||||||||||||
| Accrued offering costs | $ | 463,099 | $ | — | 463,099 | ||||||||
| Promissory note – related party | 5,000 | — | 5,000 | ||||||||||
| Total Current Liabilities | 468,099 | — | 468,099 | ||||||||||
| Deferred underwriting fee payable | 8,750,000 | $ | 875,000 | (c) | $ | 9,625,000 | |||||||
| Total Liabilities | 9,218,099 | 875,000 | 10,093,099 | ||||||||||
| Commitments and Contingencies | |||||||||||||
| Class A ordinary shares subject to possible redemption, 23,768,071 and 26,180,571 shares at $10.00 per share | 237,680,710 | 24,125,000 | (f) | 261,805,710 | |||||||||
| Shareholders’ Equity | |||||||||||||
| Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | — | — | — | ||||||||||
| Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 1,231,929 and 1,319,429 shares issued and outstanding (excluding 23,768,071 and 26,180571 shares, respectively, subject to possible redemption) | 123 | 250 | (a) | 132 | |||||||||
| (241 | ) | (e) | |||||||||||
| Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued and outstanding (1) | 719 | — | 719 | ||||||||||
| Additional paid-in capital | 5,004,160 | 24,999,750 | (a) | 5,004,151 | |||||||||
| (500,000 | ) | (b) | |||||||||||
| (875,000 | ) | (c) | |||||||||||
| 500,000 | (d) | ||||||||||||
| (24,124,759 | ) | (e) | |||||||||||
| Accumulated deficit | (5,000 | ) | — | (5,000 | ) | ||||||||
| Total Shareholders’ Equity | 5,000,002 | — | 5,000,002 | ||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 251,898,811 | $ | 25,000,000 | $ | 276,898,811 | |||||||
| (1) | Includes an aggregate of up to 312,500 shares subject to forfeiture as a result of the underwriters’ election to partially exercise their over-allotment option. |
See accompanying note to the pro forma balance sheet.
ALTIMAR ACQUISITION CORPORATION
NOTE TO PRO FORMA BALANCE SHEET
(unaudited)
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Altimeter Acquisition Corporation (the “Company”) as of October 27, 2020, adjusted for the partial closing of the underwriters’ over-allotment option and related transactions, which occurred on November 9 2020, as described below.
On November 9, 2020, the Company consummated the closing of the sale of 2,500,000 additional units (the “Units”) at a price of $10.00 per unit upon receiving notice of the underwriters’ election to partially exercise their over-allotment option, generating additional gross proceeds of $25,000,000 to the Company. Each Unit consists of one Class A ordinary share (the “Ordinary Share”) and one-third of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Ordinary Share at a price of $11.50 per share. Simultaneously with the exercise of the over-allotment option, the Company consummated the private placement of an additional 333,333 warrants (the “Private Placement Warrants”), at a purchase price of $1.50 per Private Placement Warrant, to Altimar Sponsor LLC, generating gross proceeds of $500,000. Transaction costs amounted to $1,375,000, consisting of $500,000 in cash underwriting fees and $875,000 of additional underwriting fees, which have been deferred until the completion of the Company’s Business Combination. As a result of the underwriters’ election to partially exercise their over-allotment option, 675,000 Founder Shares are no longer subject to forfeiture. Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option are as follows:
| Pro forma entries: | Debit | Credit | |||||||
| a. | Cash held in Trust Account | 25,000,000 | |||||||
| Class A ordinary shares | 250 | ||||||||
| Additional paid-in capital | 24,999,750 | ||||||||
| To record sale of 2,500,000 Units on over-allotment option at $10.00 per Unit. | |||||||||
| b. | Additional paid-in capital | 500,000 | |||||||
| Cash held in Trust Account | 500,000 | ||||||||
| To record payment of 2.0% of cash underwriting fee on over-allotment option. | |||||||||
| c. | Additional paid-in capital | 875,000 | |||||||
| Deferred underwriting fee payable | 875,000 | ||||||||
| To record the liability for the 3.5% deferred underwriting fees on over-allotment option. | |||||||||
| d. | Cash held in Trust Account | 500,000 | |||||||
| Additional paid in capital | 500,000 | ||||||||
| To record sale of 333,333 over-allotment Private Placement Warrants at $1.50 per warrant. | |||||||||
| e. | Class A ordinary shares | 241 | |||||||
| Additional paid-in capital | 24,124,759 | ||||||||
| Ordinary shares subject to redemption | 24,125,000 | ||||||||
| To reclassify Class A ordinary shares out of permanent equity into mezzanine redeemable shares. | |||||||||