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Owl Rock Capital Corp III

Filed: 27 Jan 21, 8:17am

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

 

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

 

Filed by the Registrant  x
 
Filed by a Party other than the Registrant  o
 
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
oDefinitive Proxy Statement
xDefinitive Additional Materials
oSoliciting Material under §240.14a-12
 
OWL ROCK CAPITAL CORPORATION III
(Name of Registrant as Specified In Its Charter)
 
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
Payment of Filing Fee (Check the appropriate box):
xNo fee required.
oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 (1)Title of each class of securities to which transaction applies:
   
 (2)Aggregate number of securities to which transaction applies:
   
 (3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
   
 (4)Proposed maximum aggregate value of transaction:
   
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oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
 (1)Amount Previously Paid:
   
 (2)Form, Schedule or Registration Statement No.:
   
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 (4)Date Filed:
   

 

 

 

 

 Your vote is needed! The Board unanimously recommends that you vote “FOR” the approval of (i) the New Advisory Agreement and (ii) the Adjournment Proposal Fellow Shareholder, On March 17, 2021, Owl Rock Capital Corporation III (“ORCC III”) will hold a Special Meeting of Shareholders to ask our Shareholders to approve (i) the Company’s entry into the New Advisory Agreement and (ii) a proposal to adjourn and reconvene the meeting should we need to solicit additional shareholder support to approve the agreement. The terms of the New Advisory Agreement are identical to the terms of the Existing Advisory Agreement. This request is a result of the recently announced Business Combination Agreement executed between Owl Rock Capital Group (“Owl Rock”) and Dyal Capital Partners (“Dyal”). The definitive agreement will bring together two industry leading investment platforms focused on providing capital solutions to the alternative asset management industry. The combined business will be the surviving entity in a merger with a special purpose acquisition corporation (a “SPAC”), Altimar Acquisition Corp. (NYSE: ATAC) (the “Transaction”). The Transaction, if consummated, will result in an indirect Change in Control of the Adviser to ORCC III. This Adviser change of control will result in a termination of the current investment advisory agreement. Your vote for this meeting is extremely important, regardless of the number of shares you own. Our ability to close the Transaction and deliver enhancements provided by the Adviser Change in Control is dependent on shareholder approval. Such expected enhancements, which are described further in the proxy statement, include: • improved investment sourcing capabilities, • increased pipeline of deal opportunities, • expanded resources available to investing activity, and • enhanced ability to attract and retain talent. In light of the unanimous recommendation of ORCC III’s Board of Directors, I ask for your support by voting FOR each of the proposals to be considered at the Special Meeting. If you do not vote, the effect will be the same as voting against the proposals, as described in the enclosed proxy materials. I encourage you to review the enclosed proxy materials carefully and vote your shares using any one of the methods described below. Your prompt response will help us meet shareholder approval requirements before the meeting, thereby reducing the risk of postponement. Thank you in advance for your support of ORCC III. Sincerely, Craig W. Packer Chief Executive Officer, President and Director FOUR WAYS TO VOTE ONLINE PHONE QR CODE MAIL www.proxyvote.com Please have your proxy card in hand when accessing the website. There are easy-to-follow directions to help you complete the electronic voting instruction form. WITH A PROXY CARD Call 1-800-690-6903 with a touch-tone phone to vote using an automated system. WITH A SMARTPHONE Vote by scanning the Quick Response Code or “QR Code” on the Proxy Card/VIF enclosed. VOTE PROCESSING Mark, sign and date your ballot and return it in the postage-paid envelope provided. S16576-LTR

 

 

 

 

 Let’sVote onit. Let your proxy vote be heard. YOUR VOTE MATTERS. We’ve made it easy, so take two minutes right now on any device you prefer. PHONETABLETPC Go to: Proxyvote.com SAMPLE-EPB

 

 

 

 

 Your vote is important. Vote your shares today! The special shareholder meeting will be held on March 17, 2021. Whether or not you plan to attend, your vote is very important. You can vote your shares by internet, telephone, or mail. Simply follow the instructions on the enclosed form. For your convenience, we’ve highlighted where you can find your unique Control Number. 0000 0000 0000 0000 NOTE: This is not an actual Control Number. Please refer to the proxy card for your unique Control Number. 0000 0000 0000 0000 FOUR WAYS TO VOTE 0000 0000 0000 0000 0000 0000 0000 0000 ONLINE PHONE QR CODE MAIL WWW.PROXYVOTE.COM Please have your proxy card in hand when accessing the website. There are easy-to-follow directions to help you complete the electronic voting instruction form. WITH A PROXY CARD Call 1-800-690-6903 with a touch-tone phone to vote using an automated system. WITH A SMARTPHONE Vote by scanning the Quick Response Code or “QR Code” on the Proxy Card/VIF enclosed. VOTE PROCESSING Mark, sign and date your ballot and return it in the postage-paid envelope provided. NOTE: This is not an actual Control Number. Please refer to the voting instruction form for your unique Control Number.

 

 

 

akilya_rider a - owl rock - voting instructions for website v3.gifHow do I vote? If you were a shareholder as of the January 15, 2021 record date, proxy materials were made available to you in late January. Most shareholders will receive proxy materials along with a control number for voting by email or by mail. 1. ONLINE: Click on the Vote Now link found on this website. You will need to enter your control number. On the mailing or email you received, there are easy-to-follow directions to help you complete the electronic voting instruction form online. You may also scan the QR code printed on your proxy card to be directed to the voting website. PHONE: Call the toll-free number listed on your ballot with a touch-tone phone to vote using an automated system. Please have your control number ready when you call. MAIL: Mark, sign and date your paper ballot and return it in the postage-paid envelope included in your mailing. Please allow plenty of time for your ballot to be delivered in advance of the March 17th meeting date. 2. 3. Where is my control number? a. For shareholders that received proxy materials via mail: Your Control Number can be found on your ballot next to the label "Control Number" OR in the box marked by an arrow as shown in the example below. b. For shareholders that received proxy materials via email: Your Control Number can be found next to the field labeled "Control Number" within the body of your email. XXXX XXXX XXXX XXXX