Item 3.02. Unregistered Sales of Equity Securities.
Pursuant to an agreement to acquire substantially all of the assets of Atalaya Capital Management LP (“Atalaya”), Atalaya Capital Leasing LLC and Atalaya’s other investment advisor affiliates and subsidiaries (the “Acquisition”), upon the closing of the Acquisition, Blue Owl Capital Inc. (the “Company”) will deliver approximately 20,016,013 common units in each of Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP (collectively, the “Common Units”), calculated based on the daily volume weighted average price per share of the Company’s Class A common stock (“Class A Shares”) quoted on the New York Stock Exchange for the 20 consecutive trading day period immediately prior to signing (and an equal number of shares of Class C common stock, par value $0.0001 per share (“Class C Shares”) of the Company), representing an aggregate value of approximately $350 million, and cash of approximately $100 million, subject to certain closing consideration adjustments. Additionally, subject to achievement of certain revenue targets, the Company will deliver earnout consideration in the form of Common Units and Class C Shares representing an aggregate value of up to approximately $350 million, to be payable in 2027 and 2029. The Acquisition is expected to close in the second half of 2024, subject to customary closing conditions.
The Common Units and Class C Shares will be issued pursuant to and in accordance with the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
The holders of the Common Units may, from time to time, exchange an equal number of Common Units and cancel an equal number of Class C Shares in exchange for an equal number of newly issued shares of the Company’s Class A Shares.
Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K are “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “would,” “should,” “future,” “propose,” “target,” “goal,” “objective,” “outlook” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Any such forward-looking statements are made pursuant to the safe harbor provisions available under applicable securities laws and speak only as of the date made. The Company assumes no obligation to update or revise any such forward-looking statements except as required by law. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include the risk of the Acquisition not closing on a timely basis, if at all; the inability to recognize the anticipated benefits of strategic acquisitions; costs related to acquisitions; the inability to maintain the listing of the Company’s shares on the New York Stock Exchange; Company’s ability to manage growth; Company’s ability to execute its business plan and meet its projections; potential litigation involving the Company; changes in applicable laws or regulations; and the possibility that the Company may be adversely affected by other economic, business, geo-political and competitive factors.