POS EX 1 d474359dposex.htm POS EX POS EX

As filed with the Securities and Exchange Commission on October 13, 2017

Securities Act File No. 333-213716

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-2

REGISTRATION STATEMENT

UNDER

   THE SECURITIES ACT OF 1933  
   Pre-Effective Amendment No.  
   Post-Effective Amendment No. 3  

 

 

Owl Rock Capital Corporation II

(Exact name of registrant as specified in charter)

 

 

245 Park Avenue

41st Floor

New York, NY 10167

(212) 419-3000

(Address and telephone number, including area code, of principal executive offices)

 

 

Alan Kirshenbaum

Chief Operating Officer

245 Park Avenue

41st Floor

New York, NY 10167

(Name and address of agent for service)

 

 

COPIES TO:

 

Cynthia M. Krus, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW

Washington, DC 20004

Tel: (202) 383-0100

Fax: (202) 637-3593

  

Deborah Schwager Froling

Kutak Rock LLP

1625 Eye Street NW, Suite 800

Washington, DC 20006

Tel: (202) 828-2319

Fax: (202) 828-2488

 

 

Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.  ☒


EXPLANATORY NOTE

This Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-213716) of Owl Rock Capital Corporation II (as amended, supplemented or modified, the “Registration Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of filing Exhibit (h)(3) to the Registration Statement. No changes have been made to Part A, Part B or Part C of the Registration Statement, other than Item 25(2) of Part C as set forth below. Accordingly, this Post-Effective Amendment No. 3 consists only of the facing page, this explanatory note and Item 25(2) of the Registration Statement setting forth the exhibits to the Registration Statement. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 3 shall become effective immediately upon filing with the U.S. Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.


PART C

Other Information

Item 25. Financial Statements And Exhibits

(2) Exhibits

 

(a)(1)   Articles of Incorporation(1)
(a)(2)   Articles of Amendment(1)
(a)(3)   Articles of Amendment and Restatement of the Registrant(5)
(b)   Amended and Restated Bylaws of the Registrant(5)
(d)   Form of Subscription Agreement (included in the prospectus as Appendix A and incorporated herein by reference)
(e)   Form of Distribution Reinvestment Plan(3)
(g)(1)   Form of Investment Advisory Agreement(1)
(h)(1)   Form of Dealer Manager Agreement(3)
(h)(2)   Form of Participating Broker-Dealer Agreement(5)
(h)(3)   Selected Dealer Agreement with Ameriprise Financial Services, Inc.*
(j)   Form of Custodian Agreement(2)
(k)(1)   Form of Administration Agreement(1)
(k)(2)   Form of License Agreement(2)
(k)(3)   Amended and Restated Escrow Agreement(3)
(k)(4)   Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant and Adviser(6)
(l)   Opinion of Eversheds Sutherland (US) LLP(4)
(n)(1)   Consent of Independent Registered Public Accounting Firm(4)

 

* Filed herewith.
(1) Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File No. 333-213716), filed on September 20, 2016.
(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-213716), filed on November 23, 2016.
(3) Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-213716), filed on January 11, 2017.
(4) Incorporated by reference to Pre-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File No. 333-213716), filed on February 2, 2017.
(5) Incorporated by reference to Post-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-2 (File No. 333-213716), filed on April 4, 2017.
(6) Incorporated by reference to Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File No. 333-213716), filed on August 14, 2017.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 3 to the Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and the State of New York, on the 13th day of October, 2017.

 

OWL ROCK CAPITAL CORPORATION II
By:  

/s/ Alan Kirshenbaum

Name:   Alan Kirshenbaum
Title:   Chief Operating Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. This document may be executed by the signatories hereto on any number of counterparts, all of which constitute one and the same instrument.

 

Signature

  

Title

 

Date

*

Edward D’Alelio

  

Chairman of the Board

 

October 13, 2017

*

Brian Finn

  

Director

 

October 13, 2017

*

Eric Kaye

  

Director

 

October 13, 2017

/s/ Alan Kirshenbaum

Alan Kirshenbaum

  

Chief Operating Officer, Chief Financial Officer, Treasurer and Director

 

October 13, 2017

*

Douglas I. Ostrover

  

Director

 

October 13, 2017

*

Craig W. Packer

  

Chief Executive Officer, President and Director

 

October 13, 2017

*

Christopher M. Temple

  

Director

  October 13, 2017

 

* Signed by Alan Kirshenbaum pursuant to a power of attorney signed by each individual and filed with this Registration Statement on November 22, 2016.

 

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