Filing Summary
Business Context and Reporting Period
Owl Rock Technology Finance Corp. filed a Form 8-K dated March 17, 2021, reporting the results of a special shareholder meeting. The filing concerns the proposed business combination of Owl Rock Capital Partners and Dyal Capital Partners with Altimar Acquisition Corporation to form Blue Owl Capital Inc., a publicly traded alternative asset manager.
The transaction is expected to result in a change in control of the Company’s investment adviser, Owl Rock Technology Advisors LLC. That change would cause the existing investment advisory agreement to terminate under the Investment Company Act of 1940.
Shareholder Vote and Key Metrics
| Item | Result |
|---|---|
| Shares outstanding and entitled to vote | 100,586,224 |
| Shares represented at the meeting | 52,639,286 |
| Proposal 1: Approval of New Advisory Agreement | 52,169,646 for; 111,128 against; 358,512 abstain |
| Proposal 2: Adjournment authority | 52,149,131 for; 124,272 against; 365,883 abstain |
Proposal 1 approving the amended and restated investment advisory agreement was approved. The agreement provides for the Adviser to continue providing investment advisory and management services following the change in control, with no changes to its terms as described in the filing. Proposal 2 authorizing an adjournment, if needed to solicit additional proxies, was also approved.
The filing does not provide revenue, net income, cash flow, margins, debt, liquidity, or other operating and financial performance metrics.
Material Changes, Outlook, and Risks
- The existing advisory agreement will be assigned and subsequently terminated upon closing of the transaction and the related adviser change in control.
- The New Advisory Agreement becomes effective upon closing of the transaction and the resulting adviser change in control; shareholder approval alone does not establish that the transaction has closed.
- The proposed transaction is expected to create Blue Owl Capital Inc., which is intended to be listed on the New York Stock Exchange.
- The filing provides no new financial guidance or quantitative outlook.
- Key contingencies include completion of the business combination and satisfaction of the conditions required for the adviser change in control and effectiveness of the New Advisory Agreement.
Important Facts for Investors to Verify
- Whether and when the Owl Rock, Dyal, and Altimar business combination closed.
- Whether the New Advisory Agreement became effective and whether its terms remained unchanged.
- The Company’s subsequent filings for any changes to the adviser, management structure, fees, leverage, liquidity, and investment performance.
- The Company’s subsequent financial statements for revenue, earnings, cash flow, asset values, and credit quality.
- The filing text does not provide a clear value for any financial performance or liquidity metric.