M&A - Blue Owl Capital Corp III

Form Type: 15-12G

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000162828025001363

Filing Summary: On January 13, 2025, Blue Owl Capital Corporation III filed Form 15 to terminate its registration under Section 12(g) of the Securities Exchange Act of 1934, following a merger agreement. This merger involved Blue Owl Capital Corporation III merging with Blue Owl Capital Corporation (OBDC) and Cardinal Merger Sub Inc., resulting in OBDC as the surviving entity. The merger concluded the corporate existence of Blue Owl Capital Corporation III as it became part of OBDC.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000162828025001248

Filing Summary: On January 13, 2025, Blue Owl Capital Corporation completed its acquisition of Blue Owl Capital Corporation III under the Merger Agreement dated August 7, 2024. Following the transaction, the separate existence of Blue Owl Capital Corporation III ceased. Each share of the Company’s common stock was exchanged for 0.9779 shares of common stock of Blue Owl Capital Corporation, with cash provided for fractional shares. Approximately 120,630,637 shares of common stock will be issued to the former stockholders of Blue Owl Capital Corporation III. Furthermore, the Company notified the New York Stock Exchange (NYSE) of the Merger's consummation, requesting the delisting of its common stock. Trading on the NYSE was halted prior to market open on the date of the Merger. The executive officers and directors of Blue Owl Capital Corporation III ceased their positions immediately upon the completion of the Merger. The articles of incorporation and bylaws of Blue Owl Capital Corporation were amended as part of the transaction. A press release was issued to announce the completion of the Merger, and it was included in the filing as an exhibit.

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Form Type: N-54C

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000162828025001364

Filing Summary: On January 13, 2025, Blue Owl Capital Corporation III merged with Blue Owl Capital Corporation (OBDC) pursuant to the Agreement and Plan of Merger dated August 7, 2024. As a result of the merger, Blue Owl Capital Corporation III ceased to exist, with OBDC as the surviving corporation. OBDC is incorporated in Maryland and is regulated as a business development company under section 54(a) of the Investment Company Act of 1940. This filing serves as a notification of withdrawal of the election to be subject to certain sections of the Investment Company Act following the merger.

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Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000162828025000948

Filing Summary: On January 8, 2025, Blue Owl Capital Corporation III held a special meeting of shareholders where they approved the Agreement and Plan of Merger dated August 7, 2024. The merger involves Blue Owl Capital Corporation, Cardinal Merger Sub Inc., and other affiliated entities. The results of the vote showed overwhelming support with 87,725,303 votes in favor, 12,133 against, and 59,145 abstentions. Additionally, the company announced the payment of a previously declared special dividend of $0.52 per share, along with a fourth quarter regular dividend of $0.35 per share, which will be paid on January 9, 2025, and January 10, 2025, respectively.

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Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: New

Accession Number: 000162828024052586

Filing Summary: On December 30, 2024, Blue Owl Capital Corporation III ('OBDE') announced an Agreement and Plan of Merger with Blue Owl Capital Corporation ('OBDC') and Cardinal Merger Sub, Inc., a subsidiary of OBDC. The merger consists of an initial merger where OBDE merges into Cardinal Merger Sub, followed by a second merger where OBDE will merge into OBDC, making OBDE a wholly-owned subsidiary of OBDC. In light of shareholder concerns regarding the completeness and clarity of the prior joint proxy statement filed, both companies received demand letters alleging misleading statements in their filings. Although they believe the claims are without merit, OBDC and OBDE decided to voluntarily supplement the joint proxy statement to address the concerns without admitting legal necessity. They reassure that the merger consideration for OBDE's shareholders remains unchanged. Additional disclosures also include a special dividend declaration by OBDE of $0.52 per share, payable to shareholders by January 31, 2025. The boards of both companies continue to recommend approval of the merger proposal to their respective shareholders, emphasizing that these supplemental disclosures do not alter the merger timeline or conditions.

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Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000162828024052583

Filing Summary: On December 30, 2024, Blue Owl Capital Corporation III filed a Form 8-K regarding a merger agreement entered into on August 7, 2024, involving Blue Owl Capital Corporation, Blue Owl Capital Corporation III, and Cardinal Merger Sub, Inc. The agreement outlines that Cardinal Merger Sub will merge with Blue Owl Capital Corporation III, with OBDE as the surviving entity, which will then merge into Blue Owl Capital Corporation, with OBDC as the continuing company. Shareholder allegations concerning material misstatements in the registration statement filed with the SEC on August 16, 2024, were addressed, with OBDC and OBDE asserting the claims are unfounded but opting to supplement disclosures to mitigate litigation risks. Updated disclosures include a declaration of a special dividend of $0.52 per share to be paid to shareholders by January 31, 2025, as well as projections of future dividends and net asset values for both corporations through 2029. The boards of OBDC and OBDE unanimously continue to recommend their shareholders vote for the merger. The filing highlights efforts to comply with potential legal requirements while denying the need for material disclosures under law.

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