Fathom Digital Manufacturing Corp. Business Combination with Altimar Acquisition Corp. II

Winston & Strawn LLP represented Fathom Digital Manufacturing Corp., an industry leader in on-demand digital manufacturing services, in an announced business combination with Altimar Acquisition Corp. II (NYSE: ATMR), a special purpose acquisition company sponsored by an affiliate of HPS Investment Partners, LLC. Upon completion of the transaction, the combined company expects to be listed on the NYSE. Fathom is majority-owned by CORE Industrial Partners, a Chicago-based private equity firm focused exclusively on investing in North American manufacturing, industrial technology, and services businesses. Already one of the largest players in this space, Fathom's ability to continue to scale quickly across a wide range of manufacturing technologies will position it to capture a greater portion of this market as more of the largest and most innovative companies seek a one-stop outsourced on-demand advanced manufacturing partner. Additionally, as a result of Fathom's advantages, scale, and track record of successful acquisitions, it is well positioned as an acquirer of choice for other firms in the sector looking to become part of a larger platform. The Company currently has a robust pipeline of potential acquisitions and will be better able to execute on this large inorganic pipeline once it is able to utilize its stock as acquisition currency. The transaction is valued at a pro forma enterprise value of US$1.5B. The acquisition will be funded through a combination of ATMR's cash in trust and an US$80M fully committed common stock PIPE at US$10.00 per share. The boards of directors of both Fathom and ATMR have unanimously approved the proposed transaction and it is expected to close later this year, subject to customary closing conditions, including a registration statement being declared effective by the SEC and approval of ATMR's shareholders.