Blue Owl Capital Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
$OBDC
Diversified Financial Services
Finance
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2025
(Exact name of Registrant as Specified in Its Charter)
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399 Park Avenue, 37th Floor | |||||
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Registrant’s Telephone Number, Including Area Code: (212) 419-3000
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Item 1.01 Entry into a Material Definitive Agreement
On May 15, 2025, Blue Owl Capital Corporation (the “Company”) and Deutsche Bank Trust Company Americas (the “Trustee”), entered into a Ninth Supplemental Indenture (the “Ninth Supplemental Indenture”) to the Indenture, dated as of April 10, 2019, between the Company and the Trustee (the “Base Indenture”, and together with the Ninth Supplemental Indenture, the “Indenture”), relating to the Company’s $500,000,000 aggregate principal amount of its 6.200% notes due 2030 (the “Notes”).
The Notes will mature on July 15, 2030, and prior to June 15, 2030 (one month prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 40 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
The Notes bear interest at a rate of 6.200% per year payable semiannually on January 15 and July 15 of each year, commencing on January 15, 2026. The Notes are direct, general unsecured obligations of the Company.
The Company expects to use the net proceeds of this offering to pay down its existing outstanding indebtedness, including its senior secured revolving credit facility (the “Revolving Credit Facility”). Amounts drawn under the Revolving Credit Facility with respect to the commitments maturing on November 22, 2029 bear interest at either (i) term SOFR plus any applicable credit adjustment spread and an applicable margin of up to 1.775% (and 2.00% with respect to the commitments maturing on August 26, 2027) per annum or (ii) the “alternative base rate” (as defined in the agreements governing the Revolving Credit Facility) plus an applicable margin of up to 0.775% (and 1.00% with respect to the commitments maturing on August 26, 2027) per annum. The Revolving Credit Facility matures on August 26, 2027, with respect to $50 million of commitments and on November 22, 2029, with respect to the remaining commitments.
The Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Fitch Ratings, Moody’s Investor Services, Inc., S&P Global Ratings and Kroll Bond Rating Agency), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of purchase.
The Notes were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-280593) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated May 12, 2025, a final prospectus supplement dated May 12, 2025, and the pricing term sheet dated May 12, 2025. The transaction closed on May 15, 2025.
The foregoing descriptions of the Base Indenture, Ninth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Ninth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.
Item 8.01. Other Events
On May 12, 2025, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Blue Owl Credit Advisors LLC (the “Adviser”) and Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC, and SMBC Nikko Securities America, Inc., as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), in connection with the issuance and sale of the Notes (the “Offering”).
The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333 280593) previously filed with the U.S. Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated May 12, 2025, a final prospectus supplement dated May 12, 2025 and a pricing term sheet dated May 12, 2025.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Description | |||||||
| 1.1 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| Blue Owl Capital Corporation | |||||||||||||||||
| May 15, 2025 | By: | /s/ Jonathan Lamm | |||||||||||||||
Name: Jonathan Lamm | |||||||||||||||||
Title: Chief Operating Officer and Chief Financial Officer | |||||||||||||||||