Blue Owl Capital Corp. Files 8-K for Asset Deal & Financial Obligations

Ticker: OBDC · Form: 8-K · Filed: Jan 13, 2025 · CIK: 1655888

Sentiment: neutral

Topics: material-definitive-agreement, acquisition-disposition, financial-obligation

TL;DR

Blue Owl Capital Corp. filed an 8-K on Jan 13, 2025, detailing a material definitive agreement, asset disposition, and new financial obligations.

AI Summary

On January 13, 2025, Blue Owl Capital Corp. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The filing also indicates the creation of a direct financial obligation or an off-balance sheet arrangement for the registrant, along with a Regulation FD disclosure and financial statements.

Why It Matters

This filing signals a significant corporate action for Blue Owl Capital Corp., potentially impacting its financial structure and asset portfolio.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and financial obligations, which can carry inherent risks related to the transaction's success and financial impact.

Key Players & Entities

FAQ

What type of material definitive agreement did Blue Owl Capital Corp. enter into?

The filing indicates a material definitive agreement related to the completion of an acquisition or disposition of assets.

What is the date of the earliest event reported in this 8-K filing?

The date of the earliest event reported is January 13, 2025.

What are the principal executive offices of Blue Owl Capital Corp.?

The principal executive offices are located at 399 Park Avenue, New York, NY 10022.

Besides asset transactions, what other financial event is indicated in the filing?

The filing indicates the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement of a registrant.

What is the SEC file number for Blue Owl Capital Corp.?

The SEC file number for Blue Owl Capital Corp. is 814-01190.

Filing Stats: 4,750 words · 19 min read · ~16 pages · Grade level 13.3 · Accepted 2025-01-13 08:31:30

Key Financial Figures

Filing Documents

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Fourth Amended and Restated Investment Advisory Agreement On January 13, 2025, Blue Owl Capital Corporation, a Maryland corporation (the "Company" or "OBDC"), entered into a fourth amended and restated investment advisory agreement (the "Restated Advisory Agreement") with its investment adviser, Blue Owl Credit Advisors LLC, a Delaware limited liability company and investment adviser to the Company ("OBDC Adviser"), in connection with the Merger (as defined below). The Restated Advisory Agreement amends the third amended and restated investment advisory agreement, dated May 18, 2021, between the Company and OBDC Adviser (the "Current Advisory Agreement") to exclude the impact of purchase accounting adjustments resulting from any purchase premium or discount paid for the acquisition of assets in a merger from the calculation of the income incentive fee and the capital gains incentive fee, and to delete certain provisions and remove references to items which by their terms are not applicable to the Company as a result of the Company's listing on the New York Stock Exchange. The Company's shareholders approved the Restated Advisory Agreement at a special meeting held on January 8, 2025. The description above is only a summary of the Restated Advisory Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions in such agreement, which is attached hereto as Exhibit 10.1. Second Supplemental Indenture The information contained in Item 2.03 under the heading " Second Supplemental Indenture " is incorporated herein by reference. Note Assumption Agreement The information contained in Item 2.03 under the heading " Note Assumption Agreement " is incorporated herein by reference.

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On January 13, 2025, the Company completed its previously announced acquisition of Blue Owl Capital Corporation III, a Maryland corporation ("OBDE"), pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 7, 2024, by and among the Company, OBDE, Cardinal Merger Sub Inc., a Maryland corporation and wholly owned subsidiary of the Company ("Merger Sub"), and for certain limited purposes, OBDC Adviser and Blue Owl Diversified Credit Advisors, a Delaware limited liability company and investment adviser to OBDE ("OBDE Adviser"). Pursuant to the Merger Agreement, Merger Sub was first merged with and into OBDE, with OBDE as the surviving corporation (the "Initial Merger"), and, immediately following the Initial Merger, OBDE was then merged with and into the Company, with the Company as the surviving company (the Initial Merger and the subsequent merger, collectively, the "Merger"). In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of OBDE common stock was converted into the right to receive 0.9779 shares of common stock, par value $0.01 per share of the Company (with OBDE stockholders receiving cash in lieu of fractional shares of the Company's common stock). As a result of the Merger, the Company issued an aggregate of approximately 120,630,637 shares of its common stock to former OBDE stockholders prior to any adjustment for OBDE stockholders receiving cash in lieu of fractional shares. The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K filed on August 7, 2024, which is incorporated herein by reference. The information in Item 2.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished herewith,

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. In connection with the closing of the Merger, the closing price per share of common stock of the Company on the New York Stock Exchange of $14.55 on January 10, 2025 was determined to be less than the Closing OBDC Per Share NAV (as defined in the Merger Agreement) as of January 10, 2025, which was estimated to be $15.30; and the Closing OBDE Per Share NAV (as defined in the Merger Agreement) as of January 10, 2025 was estimated to be $14.96. In accordance with the terms of the Merger Agreement, the Company and OBDE calculated the Exchange Ratio (as defined in the Merger Agreement) by first comparing the ratio of the closing price of OBDC common stock on the New York Stock Exchange as of January 10, 2025, which was the Determination Date (as defined in the Merger Agreement), to the Closing OBDC Per Share NAV as of the Determination Date, and specifically whether such ratio is (i) less than 100%; (ii) in excess of 100% but less than 104.5%; or (iii) in excess of 104.5%. The Closing OBDC Per Share NAV and the Closing OBDE Per Share NAV determinations described in this report were made pursuant to the requirements of, and solely for the purposes of, the Merger Agreement. The Closing OBDC Per Share NAV and the Closing OBDE Per Share NAV were not reviewed or approved for purposes of financial statement preparation or as part of a comprehensive statement of the Company's or OBDE's financial results. The Closing OBDC Per Share NAV of the Company's common stock as of January 10, 2025 may not be indicative of the actual net asset value per share of the Company's common stock as of December 31, 2024 or March 31, 2025. On January 13, 2025, the Company issued a press release announcing, among other things, the closing of the Merger. A copy of the press release is furnished herewith as Exhibit 99.1. The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being "furnished" and is not deemed "filed" by the Company

Forward-Looking Statements

Forward-Looking Statements This Current Report may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission. Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words "anticipate," "believe," "expect," "seek," "plan," "should," "estimate," "project" and "intend" or similar words indicate forward-looking statements, although not all forward-looking statements include these words. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings made by the Company with the Securities and Exchange Commission ("SEC"). Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include: the ability to realize the anticipated benefits of the Merger, the effect that the consummation of the Merger may have on the trading price of the Company's common stock on the New York Stock Exchange, the Company's plans, expectations, objectives and intentions as a result of the Merger, the business prospects of the Company and the prospects of its portfolio companies, actual and potential conflicts of interests with OBDC Adviser, general economic and political trends and other factors, the dependence of the Company's future success on the general economy and its effect on

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial Statements of Businesses or Funds Acquired. The information required by Item 9.01(a) of Form 8-K, including the financial statements required pursuant to Rule 6-11 of Regulation S-X, was previously included or incorporated by reference in the Company's prospectus, dated October 21, 2024, as filed under the Securities Act with the SEC on October 21, 2024 and included in the Company's Registration Statement on Form N-14 (Registration Statement No. 333-281609) initially filed on August 16, 2024, as amended, and, pursuant to General Instruction B.3 of Form 8-K, is not included herein. (d) Exhibits. Exhibit Number Description 2.1 Agreement and Plan of Merger, by and among Blue Owl Capital Corporation, Blue Owl Capital Corporation III, Cardinal Merger Sub Inc., and, solely for the limited purposes set forth therein, Blue Owl Credit Advisors LLC and Blue Owl Diversified Credit Advisors LLC, dated as of August 7, 2024 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K, filed on August 7, 2024). 4.1 Indenture, dated as of October 13, 2021 by and between Owl Rock Capital Corporation III and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Blue Owl Capital Corporation III's Current Report on Form 8-K, filed October 14, 2021). 4.2 First Supplemental Indenture, dated as of October 13, 2021, relating to the 3.125% Notes due 2027, by and between Owl Rock Capital Corporation III and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to Blue Owl Capital Corporation III's Current Report on Form 8-K, filed October 14, 2021). 4.3 Second Supplemental Indenture, dated as of January 13 , 2025, relating to the 3.125% Notes due 2027, by and between Blue Owl Capital Corporation and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee. 4.4 Form of

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