Blue Owl Digital Infrastructure Trust Completes Asset Acquisition

TL;DR

Blue Owl Digital Infrastructure Trust just closed an asset acquisition. Check the filings for details.

AI Summary

Blue Owl Digital Infrastructure Trust announced the completion of an acquisition of assets on December 1, 2025. The filing also disclosed unregistered sales of equity securities and included financial statements and exhibits related to these events. The company is incorporated in Maryland and its principal executive offices are located in Chicago, IL.

Why It Matters

This filing indicates a significant corporate action, the completion of an asset acquisition, which could impact the company's financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Acquisitions can introduce integration challenges and financial risks, while unregistered sales of equity may have implications for existing shareholders.

Key Players & Entities

• Blue Owl Digital Infrastructure Trust (company) — Registrant
• 150 N. Riverside Plaza, 37th Floor, Chicago, IL 60606 (location) — Principal Business Address
• December 1, 2025 (date) — Date of earliest event reported
• Maryland (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $1.7 billion — d operations and raised an aggregate of $1.7 billion in gross proceeds. On the same date,
• $3.3 b — gregate purchase price of approximately $3.3 billion, which is the gross enterprise va
• $1.5 billion — n a net purchase price of approximately $1.5 billion (the "Net Purchase Price"). In connecti
• $1.6 b — res for gross proceeds of approximately $1.6 billion, based on an initial purchase pri
• $10.00 — an initial purchase price per share of $10.00. A portion of the funds used to purchas
• $4,078,390 — shares include aggregate commissions of $4,078,390 and $37,500, respectively. On Decembe
• $37,500 — aggregate commissions of $4,078,390 and $37,500, respectively. On December 1, 2025, t
• $26.6 million — its for gross proceeds of approximately $26.6 million and 588,042 of its Class E units for gr
• $5.9 m — its for gross proceeds of approximately $5.9 million, in each case based on an initial

Filing Documents

• osnl-20251201.htm (8-K) — 37KB
• 0002069692-25-000025.txt ( ) — 150KB
• osnl-20251201.xsd (EX-101.SCH) — 2KB
• osnl-20251201_lab.xml (EX-101.LAB) — 21KB
• osnl-20251201_pre.xml (EX-101.PRE) — 12KB
• osnl-20251201_htm.xml (XML) — 3KB

01. Completion of Acquisition or Disposition of Assets

Item 2.01. Completion of Acquisition or Disposition of Assets. On December 1, 2025, in connection with the Transaction (defined below), Blue Owl Digital Infrastructure Trust, a Maryland statutory trust (the "Company"), and Blue Owl Digital Infrastructure Operating Partnership LP, a Delaware limited partnership (the "Operating Partnership"), commenced operations and raised an aggregate of $1.7 billion in gross proceeds. On the same date, the Company completed the previously announced acquisition of a portfolio of digital infrastructure real estate assets, which consists of 11 data center assets across seven major markets in the United States that have a high-quality tenant mix, including predominately investment-grade and hyperscale customers (the "Subject Assets"), pursuant to a Transaction Agreement, dated as of October 8, 2025 (the "Transaction Agreement"), as further described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 9, 2025 (the "Transaction"). The sellers, the BODI I Funds (as defined in the Transaction Agreement), are managed by an affiliate of the Company's investment adviser, Blue Owl Digital Infrastructure Trust Advisors LLC, a Delaware limited liability company (the "Adviser"), and certain affiliates of the Adviser hold an interest in the BODI I Funds. Pursuant to the terms and conditions of the Transaction Agreement, the BODI I Funds sold their indirect interests in the Subject Assets to the Company for an aggregate purchase price of approximately $3.3 billion, which is the gross enterprise value of the Subject Assets, subject to customary adjustments (and subject to further post-closing adjustments) and net of existing debt assumed, resulting in a net purchase price of approximately $1.5 billion (the "Net Purchase Price"). In connection with the Transaction, which followed a review of strategic alternatives by the General Partner, the General Partner obtained a fairness opi

02. Unregistered Sale of Equity Securities

Item 3.02. Unregistered Sale of Equity Securities On December 1, 2025, the Company sold an aggregate of 161,697,826 of its common shares for gross proceeds of approximately $1.6 billion, based on an initial purchase price per share of $10.00. A portion of the funds used to purchase shares on behalf of purchasing investors was contributed by an affiliate of the Adviser from its own resources. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder. The following table details the common shares sold: Common Shares Number of Shares Sold Gross Proceeds (1) Class S 56,833,906 $ 572,417,447 Class D 2,163,000 $ 21,667,500 Class I 32,700,920 $ 327,009,203 Class E 70,000,000 $ 700,000,000 (1) Gross proceeds for Class S and Class D shares include aggregate commissions of $4,078,390 and $37,500, respectively. On December 1, 2025, the Operating Partnership sold an aggregate of 2,660,420 of its Class I units for gross proceeds of approximately $26.6 million and 588,042 of its Class E units for gross proceeds of approximately $5.9 million, in each case based on an initial purchase price per unit of $10.00. Each unit is exchangeable at the option of the holder thereof for cash or a common share of the corresponding class (on a one-for-one basis) in the Company's discretion, subject to applicable holding periods. The offers and sales of these units were exempt from the registration provisions of the Securities Act pursuant to Section 4(a)(2).

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (a) Financial statements of business acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the latest date on which this Current Report could have been timely filed. (b) Pro forma financial information. The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the latest date on which this Current Report could have been timely filed.

SIGNATURES

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 hereunto duly authorized. Blue Owl Digital Infrastructure Trust By: /s/ Kevin Halleran Name: Kevin Halleran Title: Chief Financial Officer Date: December 3, 2025

View Full Filing

View this 8-K filing on SEC EDGAR