UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BLUE OWL CREDIT INCOME CORP.
(Name of Subject Company (Issuer))
BLUE OWL CREDIT INCOME CORP.
(Names of filing Person (Offeror and Issuer))
Class S Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
69120V101
(CUSIP Number of Class of Securities)
Class D Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
69120V200
(CUSIP Number of Class of Securities)
Class I Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
69120V309
(CUSIP Number of Class of Securities)
Bryan Cole
Chief Financial Officer and Chief Operating Officer
Blue Owl Credit Income Corp.
399 Park Avenue
New York, NY 10022
(212) 419-3000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copy to:
Cynthia M. Krus
Kristin H. Burns
Dwaune L. Dupree
Eversheds Sutherland (US) LLP
700 Sixth Street, NW
Washington, DC 20001
(202) 383-0100
| ☐ | Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | Third-party tender offer subject to Rule 14d-1. |
| ☒ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
FINAL AMENDMENT TO TENDER OFFER STATEMENT
This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on August 24, 2023 by Blue Owl Credit Income Corp. (f/k/a Owl Rock Core Income Corp.), a Maryland corporation (the “Company,” “our,” “we,” or “us”), in connection with the offer by the Company to purchase up to the number of shares (the “Shares”) of its issued and outstanding Class S common stock, par value $0.01 per share, Class D common stock, par value $0.01 per share, and Class I common stock, par value $0.01 per share (“Common Stock ”) that can be purchased with approximately $334,672,268 (the “Offering Amount”) at a price equal to the net offering price per Share, as of September 30, 2023, of each Share of Common Stock tendered pursuant to the Offer. The Offering Amount represents the value of 5.00% of the aggregate number of the Company’s Shares outstanding as of June 30, 2023.
The tender offer was made upon and subject to the terms and conditions set forth in the Offer to Purchase, dated August 24, 2023, and the related Letter of Transmittal (together, the “Offer”). The Offer expired at 7:00 P.M., Eastern Time, on September 29, 2023, and approximately 1,573,405 Class S Shares, 1,379,185 Class D Shares and 8,074,185 Class I Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. Payment of the purchase prices for the Shares tendered was made promptly in the form of non-interest bearing promissory notes issued to the shareholders whose tenders were accepted for purchase by the Company in accordance with the terms of the Offer. The promissory notes were held by DST Systems Inc., the Company’s transfer agent, on behalf of each tendering shareholder.
On October 23, 2023, the Company determined that, as of September 30, 2023, the net offering prices per Share of its Class S Shares, Class D Shares and Class I Shares were $9.40 per Share, $9.41 per Share and $9.43 per Share, respectively. The Company purchased all validly tendered and not withdrawn Class S Shares, Class D Shares and Class I Shares for approximately $14,790,003, $12,978,132 and $76,139,568, respectively. The aggregate purchase price for all Shares repurchased pursuant to the Offer was approximately $103,907,703.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: October 25, 2023
| BLUE OWL CREDIT INCOME CORP. | ||
| By: | /s/ Bryan Cole | |
| Name: | Bryan Cole | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
Exhibit 107
Calculation of Filing Fee Table
Schedule TO
(Form Type)
Blue Owl Credit Income Corp.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
| Transaction Valuation |
Fee rate |
Amount of Filing Fee | ||||
| Fees to Be Paid |
$334,672,268 | 0.01102% | $36,880.88 | |||
| Fees Previously Paid |
$0.00 | $36,880.88 | ||||
| Total Transaction Valuation |
$334,672,268 | |||||
| Total Fees Due for Filing |
$36,880.88 | |||||
| Total Fees Previously Paid |
$36,880.88 | |||||
| Total Fee Offsets |
$0.00 | |||||
|
Net Fee Due |
$0.00 | |||||