SPAC: Dyal Capital and Owl Rock Agree to $12.5 Billion Merger
Posted on 12/23/2020
Investment firms Dyal Capital Partners and Owl Rock have agreed to combine and go public. New York-based Altimar Acquisition Corporation, a special purpose acquisition company set up by HPS Investment Partners LLC, will merge with the combined entity, to be named Blue Owl Capital Inc. This move will take the asset managers public with a US$ 12.5 billion valuation.
Altimar Acquisition Corporation, with US$ 275 million in its cash-in trust, is purchasing interests of Blue Owl at a pre-money valuation of roughly US$ 12.15 billion. Blue Owl equityholders will retain US$ 10.7 billion in equity, resulting in pro-forma ownership of 85%. US$ 1.45 billion in cash proceeds will be divided with US$ 350 million to certain third-party Owl Rock investors and US$ 1,100 million to Neuberger Berman, representing a partial sale of its interests.
In addition, through a private placement, US$ 1.5 billion in new capital is being invested into the combined company. These investors include ICONIQ Capital, CH Investment Partners, Koch Companies Defined Benefit Master Trust, the Federated Hermes Kaufmann Funds, and Liberty Mutual Investments.
Dyal Capital (AUM of US$ 23.3 billion) is a Neuberger Berman unit that is a manager that buys passive stakes in alternative asset managers. Dyal Capital was founded by Michael Rees in 2010. Owl Rock Capital Partners (AUM of US$ 23.7 billion) is a direct lender. Doug Ostrover is one of Owl Rock’s founders and part of the original trio that set up Blackstone’s credit unit. GSO Capital. Ostrover will lead Blue Owl.
Advisors
Perella Weinberg Partners LP, Goldman Sachs & Co. LLC and BofA Securities, Inc. are serving as financial advisors and Kirkland & Ellis LLP is serving as legal counsel to Owl Rock.
Ardea Partners LP is serving as financial advisor for Neuberger Berman and Dyal. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Neuberger Berman. Additionally, Citigroup and UBS are serving as advisors to Neuberger Berman. Evercore Group LLC is serving as financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP is serving as legal counsel to Dyal.
J.P. Morgan Securities LLC is serving as exclusive financial advisor and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal counsel to Altimar Acquisition Corporation.
Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as joint placement agents on the PIPE.
