SEC – ‘UPLOAD’ from 3/17/21 re: Blue Owl Capital Inc. – ‘TEXT-EXTRACT’

On:  Wednesday, 3/17/21, at 6:30pm ET   ·   Delayed-Release:  Filing ¶  –  Release Delayed   ·   Accession #:  0-21-3235

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                 PDF     30K 
 2: TEXT-EXTRACT  Comment or Other Letter from the SEC - PDF's         3±    11K 
                Text                                                             

‘TEXT-EXTRACT’   —   Comment or Other Letter from the SEC – PDF’s Text

United States securities and exchange commission logo                           

March 17, 2021      

Tom Wasserman                                                     
Chief Executive Officer                                           
Altimar Acquisition Corporation                                   
40 West 57th Street                                               
33rd Floor                                                        
New York, NY 10019                                                

                                                       Re: Altimar Acquisition
Corporation                                                                     
                                                          Amendment No. 1 to
Registration Statement on Form S-4                                              
                                                          Filed February 25,
2021                                                                            
                                                           File No. 333-251866

Dear Mr. Wasserman:                                               

           We have reviewed your amended 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.
Unless we note                                                                  
otherwise, our references to prior comments are to comments in our
January 29, 2021 letter.                                                        

Amendment No. 1 to Form S-4 filed February 25, 2021               

 Q: Did The Altimar Board Obtain A Third-Party Valuation Or Fairness
Opinion..., page 19                                                             

1.                                                   We note your response
to comment 38. We also note your disclosure in your Form S-1                    
                                                     (File No. 333-249368)
that, "[i]n the event we seek to complete our initial business                  
                                                  combination with a
company that is affiliated with our sponsor, officers or directors, we,         
                                                 or a committee of
independent directors, will obtain an opinion from an independent               
                                                       investment banking firm
or an independent accounting firm that our initial business                     
                                                      combination is fair to
our company from a financial point of view."                                    

                                               Considering the
discussions in your related party section and the disclosures in your initial   
Tom Wasserman                                                                 
Altimar Acquisition Corporation                                                 
March 17, 2021                                                                  
Page 2                                                                          
       public offering, please provide us with your legal analysis as to how
you determined that                                                             
an opinion from an independent investment banking firm or an  
independent accounting                                                          
    firm is not required in connection with this business combination.
Note 3 Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet,     
page 213                                                                        

2.       Please revise adjustment (e) to discuss how you determined the value   
of equity                                                                       
      consideration for acquired stock and if this measurement represented
fair value or refer to                                                          
the section of the filing that provides this information.     
Owl Rock Non-GAAP Financial Measures, page 276                                  

3.       You disclose that FRE and DE adjusts for performance income and        
performance related                                                             
       compensation. However, the reconciliation on page 288 does not appear
to have any                                                                     
        adjustments related to these items. Please advise or revise to clarify
your disclosure of                                                              
      FRE and DE to more clearly explain your adjustments and why they are
appropriate.                                                                    
Owl Rock Operating Metrics - Assets Under Management, page 277                  

4.       Please refer to comment 29. In your AUM and FPAUM roll forwards, we    
note you                                                                        
  present changes on a net basis. Please revise each relevant roll
forward line item to                                                            
        provide additional detail of the change on a gross basis to the extent
material with specific                                                          
attention to the    Net change to assets    line item.        
Dyal Operating Metrics - Assets Under Management, page 305                      

5.       Please refer to comment 35. Please revise your AUM rollforward to      
present the change in                                                           
      total commitments on a gross basis if materially different than your
current net basis                                                               
presentation.                                                 
6.       Please refer to comment 35. Please revise your fee paying AUM          
rollforward to present                                                          
    the change in fee paying investor capital base on a gross basis if
materially different to                                                         
your current net basis presentation.                          
     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                                                             
March 17, 2021 Page 2                                          Office of        
Finance                                                                         
FirstName LastName                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Filed on:		3/17/21		UPLOAD
		2/25/21		CORRESP,  S-4/A,  UPLOAD
		1/29/21		UPLOAD
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