M&A - Blue Owl Capital Corp

Form Type: DEF 14A

Filing Date: 2025-04-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525072412

Filing Summary: The 2025 proxy statement for Blue Owl Capital Corporation announces the annual meeting of shareholders to be held virtually on June 26, 2025. This year's agenda includes the re-election of two Board members and the ratification of KPMG LLP as the Company’s independent registered public accounting firm. The Company reported strong financial performance for 2024, including a return on equity of over 12% and record dividends totaling $1.72 per share. A significant highlight was the completion of a merger with Blue Owl Capital Corporation III (OBDE), making OBDC the second largest publicly traded BDC by total assets. The management expresses confidence in the company's position and performance, emphasizing a diversified credit platform and strong operational synergies post-merger. Shareholders are encouraged to vote via proxy for the Board’s recommendations.

Form Type: 8-K/A

Filing Date: 2025-02-21

Corporate Action: Merger

Type: Update

Accession Number: 000162828025007162

Filing Summary: This Form 8-K/A is an amendment and restatement of the previous report filed on January 13, 2025, regarding Blue Owl Capital Corporation. The amendment primarily updates Item 9.01(a) pertaining to the financial statements of businesses acquired, specifically referencing the required unaudited financial statements of OBDE as of September 30, 2024. These statements are included as Exhibit 99.2 and were incorporated by reference from the Company’s earlier filings. The report also highlights the Agreement and Plan of Merger among Blue Owl Capital Corporation, Blue Owl Capital Corporation III, Cardinal Merger Sub Inc., and related entities from August 7, 2024. It outlines details of several ongoing agreements, including various indentures and loan agreements relating to notes due in 2027, and details the relationship of the registrant with its financial advisors and other parties involved in these transactions. The filing affirms ongoing regulatory compliance and collects necessary disclosures for investors and stakeholders.

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000162828025001250

Filing Summary: On January 13, 2025, Blue Owl Capital Corporation completed its acquisition of Blue Owl Capital Corporation III (OBDE) in a two-step merger process. The merger involved an initial merger where OBDE was merged into Cardinal Merger Sub Inc., followed by a second merger where OBDE was merged into Blue Owl Capital Corporation, with Blue Owl as the surviving entity. This acquisition was initiated through an Agreement and Plan of Merger dated August 7, 2024, and required the approval of Blue Owl’s shareholders, which was obtained in a special meeting held on January 8, 2025. Consequently, OBDE’s shareholders received approximately 0.9779 shares of common stock of Blue Owl per share they owned, with cash provided for fractional shares. The merger also prompted the company to amend its investment advisory agreements to account for the changes in capital structure due to the acquisition and streamline its financial obligations under existing note agreements. Furthermore, a second supplemental indenture was established to manage the obligations related to OBDE's notes and other financial instruments as part of the merger's closing.

Form Type: POS EX

Filing Date: 2025-01-13

Corporate Action: Merger

Type: Update

Accession Number: 000162828025001361

Filing Summary: This document is a Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 for Blue Owl Capital Corporation. It indicates a proposed public offering that will occur as soon as practicable following the effectiveness of the registration statement and the completion of a merger involving the company. The amendment updates certain exhibits and confirms that no changes have been made to the Registration Statement except for Item 16 of Part C. The document also discusses indemnification provisions for corporate agents, as allowed under Maryland law, and includes references to multiple legal opinions regarding tax matters associated with the merger proposal. The merger outlined is between Blue Owl Capital Corporation, Blue Owl Capital Corporation III, and Cardinal Merger Sub Inc., among others, effective as of August 7, 2024.

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Merger

Type: New

Accession Number: 000162828025000946

Filing Summary: On January 8, 2025, Blue Owl Capital Corporation held a special meeting of shareholders and submitted two key matters for a vote. The first matter was the approval of the issuance of shares of the Company’s common stock under the Agreement and Plan of Merger dated August 7, 2024, involving several parties, including Cardinal Merger Sub Inc. and Blue Owl Capital Corporation III. The results showed 207,226,667 votes in favor, 5,201,929 against, and 3,906,119 abstentions. The second matter was the approval of the Fourth Amended and Restated Investment Advisory Agreement with OBDC Adviser, which received 207,527,381 votes for approval, 4,538,973 against, and 4,268,361 abstentions. A press release regarding these matters was also issued, which is attached as Exhibit 99.1 to this report.

Form Type: 425

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000162828024052588

Filing Summary: On December 30, 2024, Blue Owl Capital Corporation (OBDC) filed a report regarding the merger agreements dated August 7, 2024, between OBDC, Blue Owl Capital Corporation III (OBDE), and Cardinal Merger Sub, Inc. The report outlined that Merger Sub would first merge into OBDE, resulting in OBDE as a wholly-owned subsidiary of OBDC, followed by a subsequent merger in which OBDE would merge into OBDC. This report addressed allegations from purported shareholders claiming misleading statements in the registration statement filed on August 16, 2024. While OBDC and OBDE believed the claims lacked merit, they decided to voluntarily further supplement the Joint Proxy Statement to mitigate potential legal costs and risks. The board of directors of OBDC unanimously recommended that shareholders vote in favor of the merger, which does not alter the merger consideration for OBDE shareholders. The report also included supplemental disclosures pertaining to dividends and financial projections related to the merger.

Form Type: 8-K

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000162828024052581

Filing Summary: On December 30, 2024, Blue Owl Capital Corporation ("OBDC") filed an 8-K current report concerning its merger plans with Blue Owl Capital Corporation III ("OBDE") and Cardinal Merger Sub, Inc. The planned mergers include an Initial Merger where Merger Sub will merge with OBDE and OBDE will subsequently merge with OBDC. The document highlights ongoing legal challenges from purported shareholders alleging misleading statements in the registration statement filed with the SEC regarding the mergers. To mitigate risks and costs, OBDC and OBDE intend to supplement their Joint Proxy Statement in response to these claims, although they believe the allegations are unfounded. The OBDC Board continues to recommend that shareholders vote in favor of the merger stock issuance proposal. The report provides supplemental disclosures and updates relevant financial projections regarding dividends and NAV estimates for both OBDC and OBDE, reinforcing the strategic rationale for the merger and supporting the affirmative recommendations to shareholders.

Form Type: CORRESP

Filing Date: 2024-10-17

Corporate Action: Merger

Type: Update

Accession Number: 000162828024042987

Filing Summary: Blue Owl Capital Corporation filed an amendment to their registration statement on Form N-14 in response to a comment from the SEC. The document outlines the modifications to the prospectus/proxy statement, specifically regarding the disclosure of the termination fee in the Merger Agreement. The Company confirmed that they will replace the detailed termination fee disclosure with a high-level summary while retaining key information and clarifying that certain termination fees will be waived if the Merger Agreement is terminated under specific conditions.

Form Type: CORRESP

Filing Date: 2024-10-11

Corporate Action: Merger

Type: Update

Accession Number: 000162828024042746

Filing Summary: Blue Owl Capital Corporation responds to comments from the U.S. Securities and Exchange Commission regarding its registration statement on Form N-14. The document addresses regulatory concerns related to two planned mergers. The company confirms that the mergers comply with necessary conditions and provides specific updates on the changes made to the joint proxy statement/prospectus. Key points include the Initial Merger in which OBDE will be the surviving company, share conversions, and disclosure removals related to termination fees. The document also outlines that the mergers will be accounted for as asset acquisitions under ASC 805-50, with details on how assets will be valued post-mergers. Furthermore, it addresses comments regarding the estimated purchase discount related to the transaction.

Form Type: CORRESP

Filing Date: 2024-09-25

Corporate Action: Merger

Type: Update

Accession Number: 000162828024041293

Filing Summary: Blue Owl Capital Corporation is responding to comments from the SEC Staff regarding its registration statement on Form N-14, initially filed on August 16, 2024. The document elaborates on the proposed merger arrangements between Blue Owl Capital Corporation and Blue Owl Capital Corporation III through a two-step merger process. These steps include an initial merger where Cardinal Merger Sub Inc. will merge with OBDE, and subsequently, OBDE will merge with OBDC, with both mergers contingent on shareholder approvals. The document discusses the disclosure requirements for the shareholders during the special meeting, the exchange ratio for shares, and the implications of the new investment advisory agreement post-merger. It clarifies that both companies will maintain the same management and outlines the advisory agreement adjustments necessary to neutralize the impact of purchase accounting from the merger on incentive fees. Additionally, the document details financial considerations and necessary legal approvals involved in executing the mergers.