ALTIMAR ACQUISITION CORP.

This is post-combination debt issuance at the successor to the SPAC, not a SPAC transaction: $750,000,000 of new senior notes at a 6.750% coupon maturing in 2036, guaranteed up to the public parent. The 8-K's own item text and any pricing supplement are not part of the exhibit read here.

The proceeds refinance revolver drawings rather than fund new investment, so this replaces floating short-term borrowings with a fixed 6.750% coupon running to 2036 and restores revolver capacity. Pricing was achieved the same day the offering was announced.

Nothing here is put to a shareholder vote and nothing is redeemable — an S-4 from a post-deSPAC issuer is not always a merger document. The offer covers up to $59.8 million of 7.397% Senior Notes due 2028, $700.0 million of 3.125% Senior Notes due 2031, $400.0 million of 4.375% Senior Notes due 2032, $1.0 billion of 6.250% Senior Notes due 2034 and $350.0 million of 4.125% Senior Notes due 2051. The Exchange Notes carry the same terms as the Original Notes except that they are freely transferable, and eleven Blue Owl entities guarantee them on a senior unsecured basis.

This is a debt exchange offer by a post-deSPAC issuer, so there is no shareholder vote, no redemption election and no dilution of equity holders — an S-4 filed by a former SPAC is not necessarily a merger. The body states the sizes: up to $59.8 million of the 2028 notes, $700.0 million of the 2031 notes, $400.0 million of the 2032 notes, $1.0 billion of the 2034 notes — being $750.0 million of initial notes plus additional notes of the same class — and $350.0 million of the 2051 notes. Eleven Blue Owl entities guarantee the notes on a senior unsecured basis.

A four-class share structure means the arithmetic of any vote depends on which classes carry economic versus voting rights, and all four participate here — so the equity plan amendment passes or fails on the combined bloc rather than on public Class A alone. The plan governs compensation across a platform that manages seven business development companies, including the NYSE-listed Blue Owl Capital Corporation and Blue Owl Capital Corporation III.

The founder economics are unchanged and remain the notable term: Altimar's 6,875,000 Class B ordinary shares become 6,875,000 shares of Blue Owl Class F Common Stock at the Domestication and then convert into 4,585,625 Class A shares, after the forfeiture of 2,289,375 of them in the business combination. The other 27,500,000 Class A shares are Altimar's own IPO shares under Form S-1 file 333-249368. Pricing still rests on the December 29, 2020 NYSE averages, nearly four months old at this amendment.

What changed: The substantive document in this 8-K is Exhibit 1.1, an underwriting agreement dated August 11, 2026 under which Blue Owl Finance LLC, an indirect subsidiary of Blue Owl Capital Inc., agrees to issue and sell $750,000,000 aggregate principal amount of 6.750% Senior Notes due 2036 to underwriters represented by BofA Securities, Goldman Sachs and Morgan Stanley. The notes are to be fully and unconditionally guaranteed on a senior basis by Blue Owl Capital Inc. and the other listed guarantors, and are offered off an automatic shelf registration statement on Form S-3, File No. 333-279546. Why it matters: This is post-combination debt issuance at the successor to the SPAC, not a SPAC transaction: $750,000,000 of new senior notes at a 6.750% coupon maturing in 2036, guaranteed up to the public parent. The 8-K's own item text and any pricing supplement are not part of the exhibit read here.

What changed: Blue Owl Capital Inc. reported under Item 8.01 that on August 11, 2026 its indirect subsidiary Blue Owl Finance LLC announced the commencement, and then the pricing, of an offering of $750,000,000 aggregate principal amount of 6.750% Senior Notes due 2036. The notes are to be fully and unconditionally guaranteed on a joint and several basis by Blue Owl Capital Inc. and eleven named affiliated entities, are offered off an effective shelf registration statement by prospectus and prospectus supplement, and remain subject to customary closing conditions. Why it matters: The proceeds refinance revolver drawings rather than fund new investment, so this replaces floating short-term borrowings with a fixed 6.750% coupon running to 2036 and restores revolver capacity. Pricing was achieved the same day the offering was announced.