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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 20, 2024
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Blue Owl Real Estate Net Lease Trust
(Exact name of registrant as specified in its charter)
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| Maryland | 000-56536 | 88-1672312 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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30 N. LaSalle St., Suite 4140 Chicago, IL | 60602 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (888) 215-2015
Not applicable
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| None | | None | | None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 3.02. Unregistered Sale of Equity Securities.
On June 3, 2024, Blue Owl Real Estate Net Lease Trust (the “Company,” “ORENT” “we” or “us”) sold an aggregate of 23,183,462 of its common shares for gross proceeds of approximately $236.5 million, based on net asset value per share as of April 30, 2024. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.
The following table details the common shares sold:
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| Common shares | | Number of Shares Sold | | Gross Proceeds |
| Class S | | 12,495,293 | | $127,478,212* |
| Class D | | 601,652 | | $6,030,000 |
| Class I | | 8,178,607 | | $83,268,848 |
| Class N | | 1,907,910 | | $19,720,750* |
*Gross proceeds for Class S and Class N shares include sales load and dealer manager fees of $985,862 and $295,750, respectively.
Item 8.01. Other Events.
On May 20, 2024, the Company declared distributions for each outstanding class of its common shares in the amount per share set forth below:
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| | Gross Distribution | | Shareholder Servicing Fee | | Net Distribution (1) |
| Class S | | $0.0583333 | | $(0.0071706) | | $0.0511627 |
| Class D | | $0.0583333 | | $(0.0020880) | | $0.0562453 |
| Class I | | $0.0583333 | | $— | | $0.0583333 |
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(1)As of May 31, 2024, there were no outstanding Class N shares.
The net distributions for each class of common shares (which represents the gross distributions less shareholder servicing fees for the applicable class of common shares) are payable to shareholders of record immediately following the close of business on May 31, 2024 and will be paid on or about June 18, 2024. These distributions will be paid in cash or reinvested in shares of the Company’s common shares for shareholders participating in the Company’s distribution reinvestment plan.
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.
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| Blue Owl Real Estate Net Lease Trust |
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| By: | /s/ Kevin Halleran |
| | Name: | Kevin Halleran |
| | Title: | Chief Financial Officer |
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Date: June 5, 2024 | | | |