8-K 1 d302801d8k.htm 8-K 8-K

 

 

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 21, 2021

 

 

OWL ROCK CORE INCOME CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Maryland   814-01369   85-1187564
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

399 Park Avenue,
38th Floor
New York, NY		   10022
(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))

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

 

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 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.  ☐

 

 

 

Item 8.01 Other Events.

Status of the Offering

Owl Rock Core Income Corp. (the “Company,” “we” or “us”) is currently publicly offering on a continuous basis up to $2.5 billion in Shares (the “Offering”). As of January 3, 2022, the Company has raised total gross proceeds of approximately $2.0 billion relating to the issuance of shares of Class S, Class D and Class I common stock (the “Shares”). As of January 3, 2022, the Company has raised total gross proceeds of approximately $724 million of shares of its Class S common stock, approximately $187 million of shares of its Class D common stock, and approximately $1,056 million of shares of its Class I common stock, including seed capital of $1,000 contributed by Owl Rock Capital Advisors LLC (the “Adviser”) in September 2020 and approximately $25.0 million in gross proceeds raised from Owl Rock Feeder FIC ORCIC Equity LLC, an entity affiliated with the Adviser.

January 3, 2022 Public Offering Price

In accordance with the Company’s share pricing policy, we intend to sell our shares on the first of each month at a net offering price that we believe reflects the net asset value per share at the end of the preceding month. The January 3, 2022 public offering price for each of our share classes is equal to such class’s NAV per share as of December 31, 2021, plus applicable maximum upfront sales load.

 

     Net Asset
Value
(per share)		      Maximum
Offering Price
(per share)		  

Class S

    $ 9.33      $ 9.66  

Class D

    $ 9.34      $ 9.48  

Class I

    $ 9.34      $ 9.34  

The average debt-to-equity leverage ratio during the month and quarter ended December 31, 2021 was 0.86x and 0.90x, respectively. As of December 31, 2021, the Company had $2.9 billion in committed debt capacity in the form of a $750.0 million corporate revolver (increased from $600.0 million upon exercise of an accordion feature), a $250.0 million promissory note, two asset credit facilities of $550.0 million and $1.0 billion, and $350.0 million in unsecured bonds. Of the Company’s committed debt capacity, $1.2 billion (77.4%) is in secured floating rate leverage and $350.0 million (22.6%) is in unsecured fixed rate leverage based on drawn amounts. The Company’s leverage sources are in the form of a $451.2 million corporate revolver (29.1%), a $301.3 million SPV asset-based facility (19.5%), a $446.0 million SPV asset-based facility (28.8%), and $350.0 million in unsecured bonds (22.6%) based on drawn amounts.

Portfolio Update

As of December 31, 2021, we had debt investments in 97 portfolio companies with an aggregate par value of $3,034.2 million. As of December 31, 2021, based on par value, our portfolio consisted of 79.9% first lien debt investments, 15.9% second lien debt investments, 0.1% unsecured debt investments, 1.8% preferred equity investments, and 2.3% common equity investments. As of December 31, 2021, 98.5% of the debt investments based on par value in our portfolio were at floating rates. The table below describes investments by industry composition based on par value, excluding equity investments, as of December 31, 2021.

Industry
($ in thousands)

    Par      % of
Par		  

Insurance

    $ 380,194        12.5 %

Internet software and services

      343,228        11.3 %

Healthcare providers and services

      268,314        8.8 %

Business services

      254,860        8.5 %

Financial services

      225,520        7.4 %

Healthcare technology

      223,645        7.4 %

Containers and packaging

      152,948        5.0 %

Specialty retail

      150,609        5.0 %

Buildings and real estate

      126,039        4.2 %

Healthcare equipment and services

      124,992        4.1 %

Human resource support services

      112,661        3.8 %

Consumer products

      111,851        3.7 %

Chemicals

      107,942        3.6 %

Leisure and entertainment

      94,358        3.1 %

Advertising and media

      89,349        2.9 %

Manufacturing

      75,058        2.5 %

Distribution

      54,896        1.8 %

Food and beverage

      46,615        1.5 %

Infrastructure and environmental services

      27,975        0.9 %

Aerospace and defense

      14,937        0.5 %

Professional services

      10,981        0.4 %

Transportation

      10,000        0.3 %

Household products

      9,994        0.3 %

Automotive

      9,950        0.3 %

Education

      6,255        0.2 % 

Telecommunications

      993        —   %
  

 

 

     

 

 

  

Total

    $ 3,034,164        100.0 %

Past performance is not necessarily indicative of future performance, and there can be no assurance that we will achieve comparable investment results, or that any targeted returns will be met.

Statements contained herein that are not historical facts are based on current expectations, estimates, projections, opinions, and/or beliefs of our management. Such statements involve known and unknown risks, uncertainties, and other factors, and undue reliance should not be placed thereon. Certain information contained herein constitutes “forward-looking statements,” which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “project”, “estimate”, “intend”, “continue”, “target”, or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or our actual performance may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions.

The estimates presented above are based on management’s preliminary determinations only and, consequently, the data set forth in our Form 10-Q or 10-K may differ from these estimates, and any such differences may be material. In addition, the information presented above does not include all of the information regarding our financial condition and results of operations that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information presented above. The information presented above is based on management’s current

expectations that involve substantial risk and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information. We assume no duty to update these preliminary estimates except as required by law.

Neither KPMG LLP, our independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled or performed procedures with respect to the preliminary financial data contained herein. Accordingly, KPMG LLP does not express an opinion or any form of assurance with respect thereto and assumes no responsibility for, and disclaims any association with, this information.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    OWL ROCK CORE INCOME CORP.
Dated: January 24, 2022     By:  

/s/ Bryan Cole

      Name:   Bryan Cole
      Title:   Chief Operating Officer and Chief Financial Officer