Business Context and Reporting Period
This Form 8-K, dated March 17, 2021, reports on a Special Meeting of shareholders for Owl Rock Capital Corporation (now transitioning to Blue Owl Capital Inc.). The filing details the approval of an amended and restated investment advisory agreement necessitated by an upcoming business combination with Neuberger Berman Group LLC and Altimar Acquisition Corporation. This transaction will result in a change of control for the Company's investment adviser.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting results.
Material Changes
The primary material change is the shareholder approval of the "New Advisory Agreement" to replace the existing agreement upon the closing of the business combination. This ensures the continuity of investment advisory services following the change in control of the adviser.
Shareholder Voting Results
At the Special Meeting held on March 17, 2021, 243,049,795 shares were present out of 389,966,688 issued and outstanding. The voting results were as follows:
- Proposal 1 (Approve New Advisory Agreement):
- Votes For: 237,711,678
- Votes Against: 584,495
- Abstain: 4,753,622
- Result: Approved
- Proposal 2 (Adjournment Authority):
- Votes For: 235,950,025
- Votes Against: 2,326,830
- Abstain: 4,772,940
- Result: Approved
Outlook and Risks
The New Advisory Agreement will become effective upon the closing of the Transaction. The filing notes that the transaction involves a change in control under the Investment Company Act of 1940, requiring the termination of the existing agreement and the adoption of the new one. No specific financial risks or contingencies are detailed in this text.
Key Facts for Investor Verification
- Shareholders overwhelmingly approved the new advisory agreement required for the business combination.
- The transaction will form Blue Owl Capital Inc., a publicly-traded alternative asset management firm.
- The new agreement maintains the same terms as the existing agreement but is necessary due to the change in control of the adviser.
- Approximately 62% of outstanding shares were represented at the Special Meeting.