DEFA14A 1 tm214553d1_defa14a.htm DEFA14A

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:
o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material under §240.14a-12

OWL ROCK TECHNOLOGY FINANCE CORP.
(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):
x	No fee required.
o	Fee 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:

	(5)	Total fee paid:

o	Fee paid previously with preliminary materials.
o	Check 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:

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Your Vote Counts!OWL ROCK TECHNOLOGYFINANCE CORP.2021 Special MeetingMarch 17, 2021Vote Now!As an investor in this security, you have the right to vote on this meeting’s important issues.Make your voice heard now!Vote Common Shares by:March 16, 2021Control Number:0123456789012345Ways to VoteGo to ProxyVote.comCall 1-800-690-6903This email represents the following share(s):*** PRINT OPTIONS NOT SET FOR SUMMARY!!! 123,456,789,012.00000 *** PRINT OPTIONS NOT SET FOR SUMMARY!!! 123,456,789,012.00000 *** PRINT OPTIONS NOT SET FOR SUMMARY!!! 123,456,789,012.00000 *** PRINT OPTIONS NOT SET FOR SUMMARY!!! 123,456,789,012.00000 *** PRINT OPTIONS NOT SET FOR SUMMARY!!! 123,456,789,012.00000 *** PRINT OPTIONS NOT SET FOR SUMMARY!!! 123,456,789,012.00000 *** PRINT OPTIONS NOT SET FOR SUMMARY!!! 123,456,789,012.00000 *** PRINT OPTIONS NOT SET FOR SUMMARY!!! 123,456,789,012.00000 *** PRINT OPTIONS NOT SET FOR SUMMARY!!! 123,456,789,012.00000 *** PRINT OPTIONS NOT SET FOR SUMMARY!!! 123,456,789,012.00000Owl Rock Technology Finance Corp. ("ORTF") is asking Shareholders to approve (i) the Company’s entry into the New Advisory Agreement and (ii) a proposal to adjourn and reconvene the Special 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 and Dyal Capital Partners. 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 ORTF. This Adviser change of control will result in a termination of the current investment advisory agreement.Expected enhancements provided by the Adviser Change in Control include:• improved investment sourcing capabilities,• increased pipeline of deal opportunities,• expanded resources available to investing activity, and• enhanced ability to attract and retain talent.Your vote for this meeting is extremely important, regardless of the number of shares you own.Important Materials: Proxy Statement Shareholder LetterFor holders as of January 15, 2021Why Should I Vote?The ability to close the Transaction and deliver enhancements provided by the Adviser Change in Control is dependent on stockholder approval. The outcome of the vote can affect the value of your shares.(c) 1997-2021 Broadridge Financial Solutions Inc. P.O. Box 1310, Brentwood, NY 11717ProxyVote and Broadridge are trademarks of Broadridge Financial Solutions Inc. CUSIP is a registered trademark of the American Bankers Association. All other registered marks belong to their respective owners.Email Settings | Terms and Conditions | Privacy Statement2

Solicitation Script

OWL ROCK TECHNOLOGY FINANCE CORP.

Meeting Date: March 17, 2021

Toll Free Number: 855-200-8019

Inbound Greeting:

Thank you for calling the Broadridge Proxy Services Center for OWL ROCK TECHNOLOGY FINANCE CORP. My name is <Agent Name>. How may I assist you today?

General Outbound Greeting:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hello Mr./Ms. <Shareholder’s Last Name>. My name is <agent name> and I am a proxy voting specialist calling on behalf of OWL ROCK TECHNOLOGY FINANCE CORP. to confirm you have received the proxy materials for the special meeting of shareholders scheduled for March 17, 2021. Have you received proxy materials?

Near Meeting Date Outbound Greeting:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hello Mr./Ms.<last name>. My name is <agent name> and I am a proxy voting specialist calling on behalf of OWL ROCK TECHNOLOGY FINANCE CORP. to confirm you have received the proxy materials for the special meeting of shareholders scheduled in just a few days on March 17, 2021. Have you received proxy materials?

Adjournment Outbound Greeting:

Good day, may I please speak with Mr./Ms. <full name as it appears on registration>?

Hi Mr. /Ms. ______________, my name is <Agent Name> and I am a proxy voting specialist calling on behalf of your current investment with OWL ROCK TECHNOLOGY FINANCE CORP. Due to the lack of shareholder participation, the special meeting of shareholders has been adjourned to <date/time>. Have you received proxy materials?

Voting:

Your board has recommended a vote IN FAVOR of the proposals. Would you like to vote along with the recommendations of the board for all of your accounts?

Thank you, I am recording your <for, against, abstain> vote. For confirmation purposes, please state your full name.

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And according to our records, you currently reside in <read street address, city, and state > is that correct? For confirmation purposes, please state your zip code.

Thank you. You will receive a confirmation of your voting instructions within 5 days. If you have any questions, please contact us at this toll-free number 855-200-8019.

Mr./Ms. <Shareholder’s Last Name>, your vote is important, and your time is appreciated. Thank you and have a good <day, evening, night>.

If Unsure of voting or does not want to vote along with the recommendation of the Board:

Would you like me to review the proposals with you? <After review, ask them if they would like to vote now over the phone>.

If the caller would like to review the proposals over the phone:

There are two proposals on the ballot.

The first proposal is to approve the Company’s entry into a new advisory agreement.

This request is a result of the recently announced business combination between Owl Rock Capital Group and Dyal Capital Partners. I would note that Owl Rock Capital Group is a different legal entity than ORTF. Owl Rock Capital Group is the parent entity of ORTF’s investment adviser.

The business combination between Owl Rock Capital Group and Dyal Capital Partners would result in what is called a Change in Control of the Adviser to ORTF.

This change of control would result in a termination of the current investment advisory agreement.

The Company would be replacing the current investment advisory agreement with a new agreement. The terms of this new agreement are identical to the terms of the existing agreement.

Your Board recommends you vote “FOR” this proposal. Would you like to vote along with the recommendation of the Board for all your accounts?

The second proposal is to adjourn and reconvene the meeting should ORTF need to solicit additional shareholder support to approve the agreement.

Your Board also recommends you vote “FOR” this proposal. Would you like to vote along with the recommendation of the Board for all your accounts for this proposal as well?

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If the caller would like to better understand the previously announced business combination:

The business combination between Owl Rock Capital Group and Dyal Capital Partners was announced on December 23^rd, 2020.

As a result of the business combination, Owl Rock and Dyal will combine with a special purpose acquisition corporation, or SPAC, called Altimar Acquisition Corporation to form Blue Owl Capital Inc., or Blue Owl.

Blue Owl will be an alternative asset management firm that will have over $45.0 billion in assets under management and will be publicly traded on the New York Stock Exchange.

ORTF’s existing Adviser and Dyal will become indirect subsidiaries of Blue Owl.

If the caller would like to better understand the impact of the business combination on ORTF:

There will be no change to the investment strategy, team or process at ORTF as a result of the transaction.

The Adviser Change in Control is expected to provide benefits to ORTF into the future.

These benefits include: improved investment sourcing capabilities, increased pipeline of deal opportunities, expanded resources available to investing activity, and enhanced ability to attract and retain talent.

If not received/Requesting material to be re-mailed:

I can resend the proxy materials to you, or I can review the proposals with you and record your vote immediately by phone. <Pause for response>

After review, ask them if they would like to vote now over the phone:

Your Board recommends that you vote “FOR” the proposals. Would you like to vote along with the recommendations of the Board for all your accounts?

If they don’t want proposals reviewed:

Do you have an email address this can be sent to? <If yes, enter the email address in the notes and read it back phonetically to the shareholder.>

Thank you. You should receive the proxy materials shortly and the materials will inform you of the methods available to cast your vote, one of which is to call us back at 855-200-8019.

If Not Interested:

I am sorry for the inconvenience. Please be aware that as a shareholder, your vote is very important. Please fill out and return your proxy card at your earliest convenience. If you would rather not do that, you can always vote via the other methods outlined in the proxy materials. Thank you again for your time today, and have a wonderful day/evening.

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ANSWERING MACHINE MESSAGE:

Hello, my name is <Agent Name> and I am a proxy voting specialist calling on behalf of OWL ROCK TECHNOLOGY FINANCE CORP. You should have received proxy material electronically or in the mail concerning the special meeting of shareholders to be held on March 17, 2021.

Your vote is very important. Please sign, date and promptly mail your proxy card in the postage-paid envelope provided. Internet and telephone voting are also available. To vote over the Internet please follow the instructions provided in the proxy materials. If you have any questions, would like to vote over the telephone or need new proxy materials, call toll-free at 855-200-8019 and a proxy voting specialist will assist you. Specialists are available Monday through Friday, 9AM to 10PM Eastern Time. Voting takes just a few moments and will benefit all shareholders. Thank you for your prompt attention to this matter.

AUTOMATED ANSWERING MACHINE MESSAGE:

Hello, this is the Broadridge Proxy Services Center calling with an important message on behalf of OWL ROCK TECHNOLOGY FINANCE CORP. You should have received proxy material electronically or in the mail concerning the special meeting of shareholders to be held on March 17, 2021.

FUND RECORDED ANSWERING MACHINE MESSAGE 1:

Hello, this is <Fund Representative> calling you with an important message concerning your investment with OWL ROCK TECHNOLOGY FINANCE CORP. You should have received proxy material electronically or in the mail concerning the special meeting of shareholders to be held on March 17, 2021.

FUND RECORDED ANSWERING MACHINE MESSAGE 2:

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FUND RECORDED ANSWERING MACHINE MESSAGE 3:

Hello, this is <Fund Representative> calling you with an urgent message concerning your investment with OWL ROCK TECHNOLOGY FINANCE CORP. You have probably received several messages concerning this special meeting either electronically, by mail or by phone. That is because the meeting date is just a few days away on March 17, 2021 and we need your help.

INBOUND - CLOSED RECORDING:

Thank you for calling the Broadridge Proxy Services Center. Our offices are now closed. Please call us back during our normal business hours which are Monday through Friday, 9AM to 10PM Eastern Time. Thank you.

INBOUND - CALL IN QUEUE MESSAGE:

Thank you for calling the Broadridge Proxy Services Center. Our proxy specialists are currently assisting other shareholders. Your call is important to us. Please continue to hold and your call will be answered in the order in which it was received.

END OF CAMPAIGN MESSAGE:

Thank you for calling the Broadridge Proxy Services Center. The Shareholder meeting has been held and as a result, this toll-free number is no longer in service for proxy related calls. If you have questions about your investment, please contact your Financial Advisor or the fund company directly. Thank you and have a nice day.

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