8-K 1 tm2113941d1_8k.htm FORM 8-K















Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 26, 2021 (April 26, 2021)





(Exact name of Registrant as Specified in Its Charter)




Maryland   814-01190   47-5402460
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


399 Park Avenue,
38th Floor
New York, NY
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s Telephone Number, Including Area Code: (212) 419-3000


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)




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 (see General Instructions A.2. below):


¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. 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.    ¨


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   ORCC   The New York Stock Exchange







Item 1.01 – Entry into a Material Definitive Agreement


On April 26, 2021, Owl Rock Capital Corporation (the “Company”) and Wells Fargo Bank, National Association (the “Trustee”), entered into a Sixth Supplemental Indenture (the “Sixth Supplemental Indenture”) to the Indenture, dated as of April 10, 2019, between the Company and the Trustee (the “Base Indenture”; and together with the Sixth Supplemental Indenture, the “Indenture”), relating to the Company’s issuance, offer and sale of $500,000,000 aggregate principal amount of its 2.625% notes due 2027 (the “Notes”).


The Notes will mature on January 15, 2027, and the Company may redeem some or all of the Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any Notes on or after December 15, 2026 (the date falling one month prior to the maturity date of the Notes), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.


The Notes bear interest at a rate of 2.625% per year payable semiannually on January 15 and July 15 of each year, commencing on July 15, 2021. The Notes are direct unsecured obligations of the Company.


The Company expects to use the net proceeds of this offering to pay down its existing indebtedness, including its existing indebtedness under its senior secured revolving credit facility (the “Revolving Credit Facility”) and for general corporate purposes. The Revolving Credit Facility matures on September 3, 2025 with respect to $1.295 billion of commitments, and on April 2, 2024, with respect to the remaining commitments. Amounts drawn under the Revolving Credit Facility currently bear interest at a weighted average interest rate of 2.1%.


The Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934. These covenants are subject to important limitations and exceptions that are described in the Indenture.


In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Fitch Ratings, Inc., S&P Global Ratings, and Moody’s Investor Service), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of purchase.


The Notes were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333- 239775), the preliminary prospectus supplement filed with the Securities and Exchange Commission on April 19, 2021 and the pricing term sheet filed with the Securities and Exchange Commission on April 19, 2021. The transaction closed on April 26, 2021.


In connection with the issuance of the Notes, the Company entered into an interest rate swap to continue to align the interest rates of its liabilities with its investment portfolio, which consists of predominately floating rate loans. The notional amount of the interest rate swap is five hundred million Dollars ($500,000,000). The Company will receive fixed rate interest at 2.625% and pay variable rate interest based on 1-month LIBOR. The interest rate swap matures on January 15, 2027.


The foregoing descriptions of the Base Indenture, Sixth Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Sixth Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.


Item 2.03 – Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant


The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference.





Item 9.01 – Financial Statements and Exhibits


(d) Exhibits:


4.1   Indenture, dated April 10, 2019, between Owl Rock Capital Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit (d)(2) to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form N-2 (File No. 333-233186) filed on September 20, 2019).
4.2   Sixth Supplemental Indenture, dated as of April 26, 2021, between Owl Rock Capital Corporation and Wells Fargo Bank, National Association, as Trustee
4.3   Form of 2.625% Note Due 2027 (included as part of Exhibit 4.2)
5.1   Opinion of Eversheds Sutherland (US) LLP
23.1   Consent of Eversheds Sutherland (US) LLP (included as part of Exhibit 5.1)








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 thereunto duly authorized.


  Owl Rock Capital Corporation
April 26, 2021 By: /s/ Alan Kirshenbaum
    Name: Alan Kirshenbaum
    Title: Chief Operating Officer and Chief Financial Officer