Business Context and Reporting Period
This Form 8-K was filed by Owl Rock Capital Corporation (NYSE: ORCC) on December 23, 2020. The filing announces a merger between Owl Rock Capital Group and Dyal Capital Partners to form Blue Owl Capital. The combined entity will enter the public market via an acquisition by Altimar Acquisition Corporation (NYSE: ATAC) and will trade on the NYSE under the ticker "OWL." Blue Owl is projected to manage over $45 billion in assets.
Key Financial Metrics
The filing does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on the announcement of the corporate transaction and its structural implications.
Material Changes
- Change of Control: The transaction results in a change of control for the registered investment advisers of the Owl Rock Business Development Companies (BDCs), including the registrant.
- Advisory Agreement Assignment: The change of control triggers the assignment of current investment advisory agreements under the Investment Company Act of 1940.
- Shareholder Approval: Shareholders of the Owl Rock BDCs will be asked to approve amended and restated investment advisory agreements at a special meeting.
- Operational Continuity: Management states there will be no changes to the investment strategy, team, or process of the entities managed by Owl Rock. The BDCs will continue to be led by CEO Craig Packer.
Outlook, Risks, and Contingencies
The filing includes standard forward-looking statements regarding the expected timing and benefits of the transaction, noting that actual results may vary due to risks and uncertainties. The primary contingency is the successful consummation of the transaction and the subsequent shareholder approval of the new advisory agreements. All material terms of the new agreements are stated to remain unchanged from the current agreements.
Investor Verification Checklist
- Verify the definitive proxy statement for details on the proposed transaction and related matters.
- Confirm the date and agenda for the special shareholder meeting to approve the amended investment advisory agreement.
- Review the press release (Exhibit 99.1) and investor presentation (Exhibit 99.2) for specific deal terms and financial projections of the combined Blue Owl entity.
- Monitor the transition of the ticker symbol from ORCC to OWL upon the closing of the transaction.