Blue Owl Capital Corporation III filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits
$OBDE
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 13, 2025
(Exact name of Registrant as Specified in Its Charter)
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 13, 2025, Blue Owl Capital Corporation, a Maryland corporation (“OBDC”), completed its previously announced acquisition of Blue Owl Capital Corporation III, a Maryland corporation (the “Company”), pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 7, 2024, by and among the Company, OBDC, Cardinal Merger Sub Inc., a Maryland corporation and wholly owned subsidiary of OBDC (“Merger Sub”), and for certain limited purposes, Blue Owl Credit Advisors LLC, a Delaware limited liability and investment adviser to OBDC (“OBDC Adviser”) and Blue Owl Diversified Credit Advisors, a Delaware limited liability and investment adviser to the Company (“OBDE Adviser”). Pursuant to the Merger Agreement, Merger Sub was first merged with and into the Company, with the Company as the surviving corporation (the “Initial Merger”), and, immediately following the Initial Merger, the Company was then merged with and into OBDC, with OBDC as the surviving company (the Initial Merger and the subsequent merger, collectively, the “Merger”). As a result of, and as of the effective time of, the Merger, the Company’s separate existence ceased.
In accordance with the terms of the Merger Agreement, at the effective time of the Merger, each outstanding share of the Company’s common stock was converted into the right to receive 0.9779 shares of common stock, par value $0.01 per share of OBDC’s common stock (with the Company’s stockholders receiving cash in lieu of fractional shares of OBDC’s common stock). As a result of the Merger, OBDC will issue an aggregate of approximately 120,630,637 shares of its common stock to former stockholders of the Company prior to any adjustment for the former stockholders of the Company receiving cash in lieu of fractional shares.
The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K filed on August 7, 2024, which is incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule; Transfer of Listing.
In connection with the closing of the transactions contemplated by the Merger Agreement, on January 13, 2025, the Company notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE file with the Securities and Exchange Commission (“SEC”) a Form 25 Notification of Removal of Listing and/or Registration to delist the shares of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Trading of shares of the Company’s common stock on NSYE was halted prior to the open of trading on January 13, 2025. The information contained in Item 2.01 is incorporated herein by reference.
Item 3.03. Material Modification to Rights of Security Holders.
The information required by Item 3.03 is contained in Items 2.01 and is incorporated herein by reference.
Item 5.01. Changes in Control of Registrant.
The information required by Item 5.01 is contained in Item 2.01 and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Merger Agreement, each of the named executive officers and directors of the Company ceased to be named executive officers and directors of the Company as of the effective time of the Merger (and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices).
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the terms of the Merger Agreement, at the effective time of the Initial Merger, the articles of amendment and restatement, as amended, of the Company was amended and restated in its entirety in the form of the certificate of incorporation of Merger Sub and became the amended and restated charter of the Company, and the bylaws of Merger Sub, as in effect immediately prior to the effective time of the Initial Merger, became the second amended and restated bylaws of the Company (as the surviving corporation in the Initial Merger). The amended and restated charter and second amended and restated bylaws of the Company (as the surviving corporation in the Initial Merger), each as in effect immediately following the effective time of the Initial Merger, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 13, 2025, OBDC issued a press release announcing, among other things, the closing of the Merger. A copy of the press release is furnished herewith as Exhibit 99.1.
The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Forward-Looking Statements
This Current Report may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission.
Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” or similar words indicate forward-looking statements, although not all forward-looking statements include these words. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings made by the Company with the SEC. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include: the ability to realize the anticipated benefits of the Merger, the effect that the consummation of the Merger may have on the trading price of the combined company’s common stock on the NYSE, the combined company’s plans, expectations, objectives and intentions as a result of the Merger, the business prospects of the combined company and the prospects of its portfolio companies, actual and potential conflicts of interests with OBDE Adviser, general economic and political trends and other factors, the dependence of the combined company’s future success on the general economy and its effect on the industries in which they invest, and future changes in laws or regulations and interpretations thereof. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
| 2.1 | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
| Blue Owl Capital Corporation III | ||||||||
Date: January 13, 2025 | By: | /s/ Jonathan Lamm | ||||||
Name: Jonathan Lamm | ||||||||
Title: Chief Financial Officer | ||||||||