United States securities and exchange commission logo
January 29, 2021
Tom Wasserman
Chief Executive Officer
Altimar Acquisition Corporation
40 West 57th Street
33rd Floor
New York, NY 10019
Re: Altimar Acquisition
Corporation
Registration
Statement on From S-4
Filed January 4,
2021
File No. 333-251866
Dear Mr. Wasserman:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on From S-4 filed January 4, 2021
Selected Definitions, page 3
1. Please revise to
include Seller Earnout Securities, Seller Earnout Share and Seller Earnout
Unit in your selected
definitions.
Questions and Answers About this Business Combination, page 13
2. Please revise this
section to include a question that asks and answers the question, "What
will Altimar Acquistion
Corporation equity holders receive as a result of the business
combination?" In this
regard, please include in the question and answer section disclosure
of the percent of Blue
Owl that Altimar's public stockholders will own following the
business combination.
Please also discuss in this section the multi-class structure of Blue
Tom Wasserman
FirstName LastNameTom Wasserman
Altimar Acquisition Corporation
Comapany
January 29,NameAltimar
2021 Acquisition Corporation
January
Page 2 29, 2021 Page 2
FirstName LastName
Owl common stock and how that will effect the concentration of voting
power with the
Owl Rock Principals and Dyal Principals. Please also disclosure here
that Blue Owl will
be a controlled company following the business combination.
Q: What will Owl Rock Equityholders and Dyal Equityholders Receive, page 14
3. Please clarify here that the cash consideration is coming from Altimar
and proceeds from
the proposed PIPE Investments.
Summary, page 27
4. Please revise to provide the existing organizational and ownership
structure of relevant
Owl Rock and Dyal entities.
Simplified Post-Combination Blue Owl Structure, page 28
5. Please revise this chart to indicate the percentages of voting and
economic interests each
of the stakeholders will have in Blue Owl Capital Inc. following the
closing.
Owl Rock Funds, page 53
6. We note your various disclosures that Blue Owl will acquire 15% of the
carried interest,
performance fees, and any other incentive-base allocations or fees
arising in respect of all
existing and future Owl Rock and Dyal funds, with certain exceptions.
Please revise your
disclosure at page 13 under "What is the Busness Combination?" to
briefly explain the
carried interest. Please also revise your disclosures in the risk
factor section and
elsewhere, as appropriate, to indicate what this means in terms of
future dividends or
impact on the value of the shares your current shareholders will
receive as part of this
transaction.
Risk Factors
Altimar's shareholders will experience dilution, page 94
7. Please clarify here, as you disclose on page 119, that Altimar's
public stockholders will
own approximately 2% of the common stock of Blue Owl (assuming that no
shares are
elected to be redeemed), or advise.
Explanatory Note Regarding the Business Combination Agreement, page 108
8. We note your statement that the representations and warranties in the
business
combination agreement: may be subject to a contractual standard of
materiality different
from that generally applicable to shareholders and reports and
documents filed with the
SEC and some representations, warranties and covenants were qualified
by the matters
contained in the confidential disclosure letters that Altimar,
Neuberger, Owl Rock Capital,
Owl Rock Feeder and Owl Rock Capital Partners each delivered in
connection with the
Business Combination Agreement and certain documents filed with the
SEC. Moreover,
information concerning the subject matter of the representations and
warranties, which do
Tom Wasserman
FirstName LastNameTom Wasserman
Altimar Acquisition Corporation
Comapany
January 29,NameAltimar
2021 Acquisition Corporation
January
Page 3 29, 2021 Page 3
FirstName LastName
not purport to be accurate as of the date of this proxy
statement/prospectus, may have
changed since the date of the Business Combination Agreement."
Please clarify that information in a business combination agreement
filed as an exhibit to
an S-4 is part of the disclosure document and may be subject to
federal securities law
liability.
Transaction Structure, page 123
9. We note your disclosure on page 249 that carried interest in the Dyal
Equity Funds and
any related co-investment or secondary-transaction vehicles will not
be part of Blue Owl.
We also note disclosure in Note 3 Adjustment (a) on page 203 that
removes certain
investments and non-controlling interests from Dyal since they are not
part of the
acquisition of Dyal. Please revise this section and other sections
that discuss the business
combination agreement to more clearly disclose the parts of Dyal s
business that are not
being acquired.
Unaudited Pro Forma Combined Financial Information, page 193
10. We note your disclosure that the acquisition of Owl Rock is deemed to
be a transaction
between entities under common control because the same parties which
controlled Owl
Rock prior to the Business Combination are expected to have a majority
voting interest in
Blue Owl. Please tell us the following:
The guidance that supports this accounting determination.
Why you believe the fact that the same parties which controlled
the target (i.e. Owl
Rock) prior to the Business Combination are expected to have a
majority voting
interest in the combined entity (i.e. Blue Owl) is relevant to
the accounting
determination.
How you considered the fact that the entities were not under
common control prior to
the business combination.
11. We note your disclosure that Owl Rock is a VIE for which Altimar is
the primary
beneficiary. Please tell us how you considered the guidance in ASC
805-10-25-5 that
states that in a business combination in which a variable interest
entity (VIE) is acquired,
the primary beneficiary of that entity always is the acquirer in
determining the
appropriate accounting for the business combination. Additionally,
please tell us how you
considered whether you should account for the business combination as
a forward
purchase acquisition with Altimar as the accounting acquirer.
12. Please tell us how you determined that the acquisition of Dyal should
be treated as a
business combination under ASC 805 and accounted for using the
acquisition method.
Please tell us all the key facts and circumstances and the accounting
guidance that
supports your accounting determinations, including addressing the
following:
If Dyal is a variable interest entity, and if so, how you
determined which entity was
Tom Wasserman
FirstName LastNameTom Wasserman
Altimar Acquisition Corporation
Comapany
January 29,NameAltimar
2021 Acquisition Corporation
January
Page 4 29, 2021 Page 4
FirstName LastName
considered to be the primary beneficiary.
How you determined which entity was the acquirer.
13. To more clearly show the impact of the business combination agreement,
please revise
your pro forma financial information to present the common control
acquisition of Owl
Rock separately from the Dyal acquisitions. For instance, the
presentation could include
the following information:
Historical financial statements of Altimar,
Historical financial statements of Owl Rock,
Altimar IPO adjustments,
Pro forma transaction accounting adjustments,
Pro forma combined Altimar and Owl Rock,
Historical financial statements of Dyal,
Dyal perimeter adjustments,
Dyal PPA adjustments, and
Pro forma combined.
Sources and Uses of Funds for the Business Combination, page 200
14. Please revise to quantify the amount of the earnout payable to certain
holders of Class A
Units in Owl Rock Group related to a 2018 recapitalization and clarify
how that amount is
presented in the Uses section of the table and in the pro forma
balance sheet.
Basis of Presentation , page 201
15. Please revise to provide additional information regarding what the
Autonomous Entity
Adjustments represent and where they are presented in the pro forma
financial statements.
Note 3 Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet,
page 203
16. Please revise adjustment (a) to provide additional detail regarding
the investments and
non-controlling interests of Dyal that will not be acquired or refer
to the section of the
filing that provides this information.
17. Please revise adjustment (f) to provide a full purchase price
allocation analysis that more
clearly shows the recognition and calculation of goodwill measured as
the excess of (a)
over (b) as described in ASC 805-30-30-1 and as illustrated in ASC
805-10-55-41.
18. Please ensure that each Dyal PPA Adjustment included in the proforma
balance sheet can
be clearly traced to a note which provides appropriate context to
understand the reason
and nature of the adjustment and detail to understand how it is
calculated. For example,
provide this information related to the $59,901 APIC adjustment (f)
and the ($4,715,941)
APIC adjustment (n).
19. Please revise adjustment (f) to discuss how you determined the fair
value of the earnout
amount recognized as consideration and as an adjustment to additional
paid-in capital.
Tom Wasserman
FirstName LastNameTom Wasserman
Altimar Acquisition Corporation
Comapany
January 29,NameAltimar
2021 Acquisition Corporation
January
Page 5 29, 2021 Page 5
FirstName LastName
20. We note that in adjustment (g) you recognize a liability and a
decrease in APIC related to
the Tax Receivable Agreement in the Owl Rock common control
transaction. Please tell
us the guidance that supports your presentation.
21. Please revise to more clearly disclose how the non-controlling
interest adjustments of
($5,817,139) and ($5,960,240) presented in the table at the bottom of
page 205 are
determined.
Business of Blue Owl, page 222
22. Please revise to compare and contrast the characteristics of permanent
capital vehicles,
long-dated private funds and managed accounts so an investor clearly
understands the key
differences among each and how they impact your current and future
financial results.
Our Market Opportunity, page 227
23. Please indicate whether you or any of the parties connected to this
business combination
have any relationship with Preqin Ltd. Also indicate whether you or
any of these related
parties have contributed to the funding of any of Preqin's reports or
studies referred to in
this registration statement.
Owl Rock s Management s Discussion and Analysis of Financial Condition and
Results of
Operations, page 256
24. As disclosed on page F-45, waived fees totaled $123.5 million for the
nine months ended
September 30, 2020. Noting the material impact these amounts had on
revenues, please
revise your MD&A to provide information regarding your fee waiver
program to inform
investors about the quality of, and potential variability of, your
earnings and cash flow, so
that investors can ascertain the likelihood that past performance is
indicative of future
performance.
Non-GAAP Financial Measures, page 262
25. For each adjustment in your reconciliation to fee related earnings on
page 273 (i.e. long
term deferred compensation costs back out, deferred distribution cost
add back,
contribution from Class A investors add back, net loss attributable to
non-controlling
interests add back), please revise to clarify why the adjustment is
needed and appropriate
in assessing your core operating results. Please especially detail why
long term deferred
compensation is not considered part of your core operating results.
26. For each material adjustment in your reconciliation to distributable
earnings on page 273
(i.e. long term deferred compensation costs back out, deferred
distribution cost add back,
contribution from Class A investors add back, net loss attributable to
non-controlling
interests add back), please revise to clarify why the adjustment is
needed and appropriate
in assessing your ability to make dividend payments.
27. Considering the significant number of material adjustments in your
reconciliation
Tom Wasserman
FirstName LastNameTom Wasserman
Altimar Acquisition Corporation
Comapany
January 29,NameAltimar
2021 Acquisition Corporation
January
Page 6 29, 2021 Page 6
FirstName LastName
to Adjusted EBITDA on page 273, please revise to clarify why you
believe characterizing
this performance measure as a measure of EBITDA is useful for
investors and
appropriate. Please tell us why a characterization of this performance
measure as adjusted
earnings is not more accurate and appropriate.
28. Please revise to clarify what the contributions from Class A investors
represent and why
you consider them to be revenue in your Adjusted Revenue non-GAAP
measure.
Operating Metrics Assets Under Management, page 263
29. Please revise to include a roll forward, for all periods presented, of
assets under
management (AUM) and fee paying assets under management (FPAUM)
showing the
beginning balance, gross inflows, gross outflows, market
appreciation/deprecation, new
funds established, acquisitions/dispositions of existing funds, etc.,
to arrive at an ending
balance. Please disaggregate the roll forwards by the fund categories,
strategy, type,
products, etc., if meaningful to understand your business or financial
results. Please also
identify significant trends or concentrations your AUM and FPAUM and
discuss the
causal factors for the trends. Refer to Item 303(a)(3) of Regulation
S-K.
30. Please revise to disclose your AUM and FPAUM by investment strategy
for each period
presented.
Available Capital and AUM Not Yet Paying Fees, page 265
31. Please revise to disclose any expected timeframe of deployment for
your AUM not yet
paying fees to allow an investor to better understand how this AUM
will impact future
financial results.
Components of Consolidated Results of Operations, page 268
32. Noting the material amounts of Administrative, transaction and
other fees as compared
to total revenues, please revise to separately present any
quantitatively significant type of
Administrative, transaction and other fees in your income statement
presentation for all
periods presented.
Critical Accounting Estimates, page 279
33. We note your disclosure that there have been no material changes to
the critical
accounting estimates previously disclosed in your audited financial
statements. Please
revise here and in the MD&A of Dyal to provide enhanced discussion and
analysis of
critical accounting estimates and assumptions that:
identifies your critical accounting estimates or assumptions,
supplements, but does not duplicate, the description of
accounting policies in the
notes to the financial statements, and
provides greater insight into the quality and variability of
information regarding
financial condition and operating performance.
Tom Wasserman
FirstName LastNameTom Wasserman
Altimar Acquisition Corporation
Comapany
January 29,NameAltimar
2021 Acquisition Corporation
January
Page 7 29, 2021 Page 7
FirstName LastName
For further guidance, refer to Release No. 33-8350 Interpretation:
Commission Guidance
Regarding Management's Discussion and Analysis of Financial Condition
and Results of
Operations.
The Business Services Platform Overview, page 284
34. Please revise to quantify the amount of revenue earned for each period
presented, clarify
where the revenue is presented and provide additional discussion
regarding how the
Business Services platform impacts your financial results.
Operating Metrics Assets Under Management, page 288
35. Please revise to include a roll forward, for all periods presented, of
assets under
management (AUM) and fee paying assets under management (FPAUM)
showing the
beginning balance, gross inflows, gross outflows, market
appreciation/deprecation, new
funds established, acquisitions/dispositions of existing funds, etc.,
to arrive at an ending
balance. Please disaggregate the roll forwards by the fund categories,
strategy, type,
products, etc., if meaningful to understand your business or financial
results. Please
identify significant trends or concentrations in your AUM and FPAUM
and discuss the
causal factors for the trends. Refer to Item 303(a)(3) of Regulation
S-K.
36. Please revise to disclose your AUM and FPAUM by investment strategy
and by any other
meaningful metric for each period presented to allow an investor to
understand your
business and financial trends.
Results of Operations, page 291
37. Noting its apparent material impact on your management fees, please
revise your
discussion to quantify the amount of catch-up fees recognized for each
period presented.
Certain Relationships and Related Party Transactions, page 310
38. We note your disclosures that Altimar is affiliated with HPS
Investment Partners and
Dylan Fund IV's interest in an affiliate of HPS. Please revise this
section, or elsewhere in
the filing where appropriate to include a discussion that further
explains the various
connections and related party transactions between any and all of the
relevant parties to
the many corporate transactions involved in the business combination.
Note 1. Organization and Business Description, page F-35
39. We note your disclosure that FIC Interests are an equity interest in
the Group. Please
revise to clearly state, if true, that FIC Interests are not
recognized or presented in the
carve-out financial statements of Owl Rock Capital.
Tom Wasserman
Altimar Acquisition Corporation
January 29, 2021
Page 8
Expense Support Agreement, page F-45
40. Please revise to clarify, if true, that the amounts referred to as
Expense Support have not
be reimbursed at period end.
Independent Auditor s Report, page F-79
41. Please revise to provide an audit report stating that the audit was
conducted in accordance
with the standards of the Public Company Accounting Oversight Board
(United States)
and includes all relevant elements noted in PCAOB Auditing Standard
3101 including
paragraph 9 or tell us why the current audit report is appropriate and
include supporting
guidance.
Note 4. Variable Interest Entities, page F-90
42. We note your disclosure that you consolidate certain entities in which
you are determined
to be the primary beneficiary. Please revise to disclose the
information required by ASC
810-10-50-3.
Exhibits
43. Please file the form of Preliminary Proxy Card with the next
amendment. Please also file
before effectiveness the agreements, such as the Tax Receivables
Agreement, which are
disclosed under Certain Relationships and Related Party Transactions,
or advise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Michael Volley at (202) 551-3437 or Amit Pande at (202)
551-3423 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Eric Envall at (202) 551-3234 or Susan Block at (202) 551-3210 with any
other
questions.
FirstName LastNameTom Wasserman Sincerely,
Comapany NameAltimar Acquisition Corporation
Division of
Corporation Finance
January 29, 2021 Page 8 Office of
Finance
FirstName LastName