Business Context and Reporting Period
Owl Rock Technology Finance Corp. filed a Form 8-K dated May 19, 2021, reporting events occurring on May 18, 2021. The filing concerns the consummation of the transaction in which Owl Rock Capital Group, LLC and Dyal Capital Partners merged to form Blue Owl Capital, Inc. The transaction changed control of the Company’s investment adviser and resulted in the deemed assignment of the prior investment advisory agreement.
Material Agreements and Governance Changes
- The Company entered into an amended and restated investment advisory agreement with Owl Rock Technology Advisors LLC, effective upon consummation of the transaction. The agreement’s terms are identical to those of the prior advisory agreement.
- The Company also entered into an amended and restated administration agreement with the Adviser. Its terms are identical to the prior administration agreement.
- Shareholders approved entry into the restated advisory agreement at a special meeting held March 17, 2021.
- Douglas Ostrover and Alan Kirshenbaum stepped down as directors effective upon consummation of the transaction.
- The Board reduced its size from eight directors to six directors.
- These changes were intended to support compliance with Section 15(f) of the Investment Company Act of 1940, including the requirement that at least 75% of the Board not be interested persons for three years following the transaction.
Financial Metrics and Liquidity
The filing does not provide revenue, net investment income, earnings, cash flow, margins, debt, liquidity, net asset value, or other financial performance metrics.
Material Changes, Outlook, and Risks
- The transaction did not change the Company’s investment objectives or strategies, investment advisory services, investment process, investment resources, or focus on direct lending.
- The Adviser’s executive officers, employees, investment committee, and investment team were expected to remain substantially unchanged.
- The filing does not provide financial guidance or a quantitative outlook.
- The principal disclosed contingency is compliance with the Section 15(f) requirements following the change in control.
Key Facts for Investors to Verify
- Review Exhibits 10.1 and 10.2 for the complete terms of the restated investment advisory and administration agreements.
- Confirm the effective date and completion of the Blue Owl transaction.
- Verify the post-transaction six-member Board composition and director independence requirements under the 1940 Act.
- Confirm that investment objectives, strategy, advisory services, fees, and expense arrangements remained unchanged, as stated in the filing.
- Review subsequent filings for any later changes to the Adviser, Board, investment strategy, or financial performance.