8-K
Blue Owl Technology Finance Corp. (OTF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 22, 2021
OWL ROCK TECHNOLOGY FINANCE CORP.
(Exact name of Registrant as Specified in ItsCharter)
| Maryland | 000-55977 | 83-1273258 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 399 Park Avenue,<br><br> <br>38th Floor<br><br> <br>New York, NY | 10022 | |
| --- | --- | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, IncludingArea Code: (212) 419-3000
Not Applicable
(Former Name or Former Address, if Changed SinceLast Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | None | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 4.01 – Changesin Registrant's Certifying Accountant.
(a) Dismissal of independent registeredpublic accounting firm
On June 22, 2021, the board of directors (the “Board”) of Owl Rock Technology Finance Corp. (the “Company”) dismissed PricewaterhouseCoopers LLP (“PwC”) as the Company's independent registered public accounting firm. The Board’s decision to dismiss PwC was recommended by the audit committee of the Board.
The audit reports of PwC on the Company's consolidated financial statements as of and for the years ended December 31, 2020 and 2019 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2020 and 2019 and the subsequent period preceding June 22, 2021, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused it to make reference to the subject matter of such disagreements in connection with its reports, nor were there any “reportable events”, as such term is described in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company provided PwC with a copy of this Form 8-K prior to its filing with the SEC and requested that PwC provide the Company with a letter addressed to the SEC stating whether it agrees with the above statements. A copy of PwC's letter dated June 25, 2021 is filed as an exhibit to this Form 8-K.
(b) Engagement of new independent registered public accountingfirm
On June 22, 2021, upon the recommendation of the audit committee, the Board approved the engagement of KPMG LLP (“KPMG”) to serve as the Company’s independent registered accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending December 31, 2021.
During the years ended December 31, 2020 and 2019 and through June 22, 2021, neither the Company nor any person on its behalf has consulted with KPMG with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements or (ii) any matter that was either the subject of a “disagreement” or a “reportable event” as such terms are described in Items 304(a)(1)(iv) or 304(a)(1)(v), respectively, of Regulation S-K promulgated under the Exchange Act.
Item 9.01. Financial Statements and Exhibits
| Exhibit<br><br> <br>No. | Description |
|---|---|
| 16.1 | Letter of PricewaterhouseCoopers LLP |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Owl Rock Technology Finance Corp. | ||
|---|---|---|
| June 25, 2021 | By: | /s/ Alan Kirshenbaum |
| Name: Alan Kirshenbaum | ||
| **Title:**Chief Operating Officer and Chief Financial Officer |
Exhibit 16.1
June 25, 2021
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Commissioners:
We have read the statements made by Owl Rock Technology Finance Corp. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K of Owl Rock Technology Finance Corp. dated June 22, 2021. We agree with the statements concerning our Firm contained therein.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
New York, New York