Business Context and Reporting Period
This Form 8-K was filed by Owl Rock Capital Corporation (ORCC) on May 19, 2021, reporting events occurring on May 18, 2021. The filing details the consummation of a transaction merging Owl Rock Capital Group, LLC and Dyal Capital Partners to form Blue Owl Capital, Inc. ("Blue Owl"). This transaction resulted in a change of control for the Company's investment adviser, Owl Rock Capital Advisors LLC.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity figures. This report focuses on corporate governance and contractual agreements rather than financial performance data.
Material Changes Versus Prior Period
- Advisory and Administration Agreements: The Company entered into a Third Amended and Restated Investment Advisory Agreement and an Amended and Restated Administration Agreement with its adviser. These agreements became effective upon the consummation of the Blue Owl transaction. The terms are identical to the prior agreements.
- Board Composition: To comply with Section 15(f) of the Investment Company Act of 1940, the Board size was reduced from eight to six directors. Douglas Ostrover and Alan Kirshenbaum stepped down as directors of the Company effective upon the transaction's consummation.
- Management Roles: While stepping down from the Board, Mr. Ostrover and Mr. Kirshenbaum retained their executive roles within the Adviser and assumed new titles at Blue Owl. Mr. Packer continues as CEO of the Company and a Director of Blue Owl.
Guidance, Outlook, and Risks
Outlook and Strategy: Management stated that the transaction will not result in any changes to the Company's investment objectives, strategies, or the investment advisory services provided. The investment team, process, and resources focused on direct lending will remain the same.
Risks and Contingencies: The primary contingency addressed was regulatory compliance with the Investment Company Act of 1940, specifically ensuring that at least 75% of the Board members are not "interested persons" for three years following the transaction. The filing notes that the summary of agreements is qualified by reference to the full text of the exhibits.
Key Facts for Investor Verification
- Verify the full text of the Third Amended and Restated Investment Advisory Agreement (Exhibit 10.1) and Administration Agreement (Exhibit 10.2) to confirm no hidden term changes despite the summary stating terms are identical.
- Confirm the continued independence of the remaining Board members to ensure ongoing compliance with Section 15(f) of the 1940 Act.
- Monitor future filings to ensure the investment strategy remains unchanged as promised by management.
- Note that the filing does not contain updated financial performance data; refer to the most recent 10-Q or 10-K for financial metrics.