UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
The information required by this Item 1.01 is included in Item 2.03 and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 6, 2024, Blue Owl Finance LLC (the “Issuer”), an indirect subsidiary of Blue Owl Capital Inc. (the “Company”), completed the offering of $250,000,000 aggregate principal amount of its 6.250% Senior Notes due 2034 (the “New Notes”). The New Notes are guaranteed by the Company, Blue Owl Capital GP Holdings LLC, Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Blue Owl Capital Group LLC, Blue Owl GPSC Holdings LLC, Blue Owl Capital GP Holdings LP, Blue Owl GP Stakes GP Holdings LLC, Blue Owl Real Estate Holdings LP, Blue Owl Real Estate GP Holdings LLC and Blue Owl Capital Holdings LLC, each a direct or indirect subsidiary of the Company (collectively the “Guarantors”). The New Notes were issued as additional notes under the Indenture, dated April 18, 2024 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated April 18, 2024 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each among the Issuer, the Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”). Prior to the issuance of the New Notes, there were $750,000,000 aggregate principal amount of 6.250% Senior Notes due 2034 already outstanding under the Indenture (the “Existing Notes” and, together with the New Notes, the “Notes”). The Notes are being treated as a single series with the Existing Notes under the Indenture and have substantially the same terms as the Existing Notes.
The New Notes bear interest at a rate of 6.250% per annum and will mature on April 18, 2034. Interest on the New Notes accrues from April 18, 2024 and is payable semiannually in arrears on April 18 and October 18 of each year, commencing on October 18, 2024. The New Notes are unsecured and unsubordinated obligations of the Issuer. The New Notes will be fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors.
All or a portion of the Notes may be redeemed at the Issuer’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the Notes provided, however, that if the Issuer redeems any Notes on or after January 18, 2034 (the date falling three months prior to their stated maturity), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes redeemed, in each case, plus accrued and unpaid interest, if any, to, but excluding the date of redemption. If a change of control repurchase event occurs, the Notes are subject to repurchase by the Issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased plus any accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The Indenture includes covenants, including limitations on the Issuer’s and the Guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Indenture also provides for customary events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically will become due and payable.
The preceding is a summary of the terms of the Indenture and the Notes, and is qualified in its entirety by reference to the Base Indenture attached hereto as Exhibit 4.1, the First Supplemental Indenture attached hereto as Exhibit 4.2 and the form of the Notes attached hereto as Exhibit 4.3, each of which is incorporated herein by reference as though they were fully set forth herein.
Registration Rights Agreement
On June 6, 2024, in connection with the issuance of the New Notes, the Issuer, the Guarantors, and Goldman Sachs & Co. LLC and BofA Securities, Inc., as representatives of the initial purchasers, entered into a Registration Rights Agreement (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, the Issuer and the Guarantors have agreed to use commercially reasonable efforts to file with the U.S. Securities and Exchange Commission and cause to become effective a registration statement with respect to an offer to exchange any or all of the New Notes, for a like aggregate principal amount of debt securities of the Issuer issued under the Indenture and identical in all material respects to the respective New Notes sought to be exchanged (except that the exchange notes will not contain terms with respect to additional interest, registration rights or transfer restrictions), and that are registered under the Securities Act of 1933, as amended (the “Securities Act”). The Issuer and the Guarantors have agreed to use commercially reasonable efforts to cause such registration statement to become effective within 365 days after the original issue date of the Existing Notes. Under specified circumstances, the Issuer and the Company have also agreed to use commercially reasonable efforts to cause to become effective a shelf registration statement relating to resales of the New Notes. The Company and the Guarantors will be obligated to pay additional interest in certain circumstances during any period in which the Issuer and the Guarantors and not in compliance with their obligations under the registration rights agreement.
This description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Forward-Looking Statements
Statements included herein may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which relate to future events or the Company’s future performance or financial condition. These statements are not guarantees of future performance, condition or results and involve a number of risks and uncertainties. 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 the Company’s filings with the Securities and Exchange Commission. The Company undertakes no duty to update any forward-looking statements made herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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 INC. | ||||||
| Dated: June 6, 2024 | ||||||
| By: | /s/ Neena A. Reddy | |||||
| Name: | Neena A. Reddy | |||||
| Title: | General Counsel and Secretary | |||||