NEW YORK, Feb. 24, 2021 /PRNewswire/ -- Owl Rock
Capital Corporation (NYSE: ORCC, or the "Company") announced today
that leading independent proxy advisory firms,
Institutional Shareholder Services ("ISS") and Glass
Lewis & Co. ("Glass Lewis"), recommend that the Company's
shareholders vote "FOR" (i) the Company's entry into an
amended and restated investment advisory agreement (the "New
Advisory Agreement") between the Company and Owl Rock Capital
Advisors LLC (the "Adviser") and (ii) a proposal to adjourn and
reconvene the Special Meeting of Shareholders (the "Special
Meeting") should additional support be needed to approve the New
Advisory Agreement (the "Special Meeting Proposals").
The Special Meeting Proposals are a result of the recently
announced Business Combination Agreement executed between Owl Rock
Capital Group ("Owl Rock") and Dyal Capital Partners ("Dyal"). The
combined business will be the surviving entity in a merger with
Altimar Acquisition Corp. (NYSE: ATAC) (the "Transaction"). The
Transaction, if consummated, will result in an indirect change of
control of the Adviser and the subsequent assignment and
termination of the Company's current investment advisory agreement
(the "Existing Advisory Agreement").
In recommending that the Company's shareholders vote
"FOR" the Special Meeting Proposals, including the New
Advisory Agreement, ISS and Glass Lewis both cited that the terms
of the New Advisory Agreement are identical to the terms of the
Existing Advisory Agreement. ISS also referenced
that the day-to-day management of the Adviser and the
investment objective of the Company will not change as a result of
the indirect change of control of the Adviser or the Company's
entry into the New Advisory Agreement.
With the Special Meeting approaching on March 17, 2021, the Company reminds shareholders
that their vote is very important regardless of the number of
shares they own and urges all shareholders to vote by one of the
methods described in the proxy statement before 11:59 p.m. Eastern Time on March 16, 2021.
Additional information on the proposed Transaction, including
links to the proxy for each fund, can be found at
www.owlrock.com/proxy. Shareholders who have questions about the
definitive proxy statement or voting their shares should contact
the Broadridge Proxy Services Center at 855-200-7549.
About Owl Rock Capital Corporation
Owl Rock Capital Corporation (ORCC) is a specialty finance
company focused on lending to U.S. middle-market companies. As of
December 31, 2020, ORCC had
investments in 119 portfolio companies with an aggregate fair value
of $10.8 billion. ORCC has elected to
be regulated as a business development company under the Investment
Company Act of 1940, as amended. ORCC is externally managed by Owl
Rock Capital Advisors LLC, an SEC-registered investment adviser
that is an affiliate of Owl Rock Capital Partners. Owl Rock Capital
Partners, together with its subsidiaries, is a New York based direct lending platform with
approximately $27.1 billion of assets
under management as of December 31,
2020.
Forward-Looking Statements
Certain information contained herein may constitute
"forward-looking statements" that involve substantial risks and
uncertainties. Such statements involve known and unknown risks,
uncertainties and other factors and undue reliance should not be
placed thereon. These forward-looking statements are not historical
facts, but rather are based on current expectations, estimates and
projections about ORCC, its current and prospective portfolio
investments, its industry, its beliefs and opinions, and its
assumptions. Words such as "anticipates," "expects," "intends,"
"plans," "will," "may," "continue," "believes," "seeks,"
"estimates," "would," "could," "should," "targets," "projects,"
"outlook," "potential," "predicts" and variations of these words
and similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other
factors, some of which are beyond ORCC's control and difficult to
predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements
including, without limitation, the risks, uncertainties and other
factors identified in ORCC's filings with the SEC. Investing in
unseasoned companies and in sponsors of alternative investment
platforms carries significant risk. Operating results in a
specified period will be difficult to predict. The performance of
Dyal and Owl Rock, and thus ORCC, will depend upon their success in
structuring, distributing and operating alternative investment
vehicles, including current and potential future vehicles, which
will impact the operating results of each of Dyal, Owl Rock, ORCC,
the investment vehicles they manage or expect to manage, and the
investments such vehicles make or expect to make are and will be
subject to various risks relating to such entities' operations,
including, but not limited to: weaker-than anticipated market
acceptance of products and services; disruptions in technology
development; an inability to successfully manage expanding
operations; an inability to attract and retain key management and
technical personnel; competition posed by established enterprises;
changes in accounting rules or government regulation; weakness in
the applicable industries as well as the U.S. and global economy;
currency fluctuations; and the effects of other geopolitical
events. Each of Dyal, Owl Rock, ORCC, the investment vehicles they
manage or expect to manage, and the investments such vehicles make
or expect to make is subject to the ongoing effects of the COVID-19
pandemic, the impact of which is particularly difficult to
forecast. Because all forward-looking statements involve risks and
uncertainties, actual results of the Dyal, Owl Rock and ORCC may
differ materially from any expectations, projections or predictions
made or implicated in such forward-looking statements. Investors
and prospective investors are therefore cautioned not to place
undue reliance on such forward-looking statements, which speak only
as of the date made. None of Owl Rock, Dyal or ORCC commits to
update or revise the forward-looking statements, whether as a
result of new information, future events or otherwise, except as
may be required by law.
Additional Information and Where to Find It
In connection with the Transaction which will result in the
indirect change in control of the registered investment advisers
(the "Owl Rock Advisers") to ORCC, Owl Rock Capital Corporation II,
Owl Rock Capital Corporation III and Owl Rock Technology Finance
Corp. (the "Owl Rock BDCs"), each Owl Rock BDC has filed a proxy
statement in definitive form (each, the "Proxy Statement") with the
SEC that contains important information about the proposed
transaction and related matters, and delivered a copy of the Proxy
Statement to its shareholders. INVESTORS OF THE OWL ROCK BDCs ARE
URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), AND OTHER
RELEVANT DOCUMENTS THE OWL ROCK BDCs WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors may
obtain a free copy of these materials and other documents filed by
the Owl Rock BDCs with the SEC at the SEC's website at www.sec.gov
or at Owl Rock's website at www.owlrock.com or
www.owlrock.com/proxy/ or, for Owl Rock Capital Corporation, at
www.owlrockcapitalcorporation.com. Investors and security holders
may also obtain free copies of the Proxy Statements and other
documents filed with the SEC from the Owl Rock BDCs by contacting
Investor Relations at (212) 651-4705.
Participants in the Solicitation
The applicable Owl Rock BDCs and their directors, executive
officers, employees and other persons may be deemed to be
participants in the solicitation of proxies from the shareholders
of the applicable Owl Rock BDCs' common stock in respect of the
change in control transaction. For information regarding the Owl
Rock BDCs' directors and executive officers, please see: Owl Rock
Capital Corporation's definitive proxy statement filed with the SEC
on April 17, 2020, in connection with
its 2020 annual meeting of shareholders; Owl Rock Capital
Corporation II's definitive proxy statement filed with the SEC on
April 17, 2020, in connection with
its 2020 annual meeting of shareholders; Owl Rock Technology
Finance Corp.'s definitive proxy statement filed with the SEC on
April 17, 2020, in connection with
its 2020 annual meeting of shareholders; Owl Rock Capital
Corporation III's registration statement on Form 10 filed with the
SEC on July 17, 2020. Other
information regarding persons who may be deemed participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, is contained in the
Proxy Statements. The Proxy Statements may be obtained free of
charge from the sources indicated above.
Investor Contacts
Investor Contact:
Dana
Sclafani
212-651-4705
orccir@owlrock.com
Media Contact:
Prosek Partners
David Wells / Josh Clarkson / Andrew
Chironna
pro-owlrock@prosek.com
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SOURCE Owl Rock Capital Corporation