8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): November 18, 2024

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Blue Owl Real Estate Net Lease Trust

(Exact name of registrant as specified in its charter)

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Maryland	000-56536	88-1672312
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

30 N. LaSalle St., Suite 4140 Chicago, IL	60602
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (888) 215-2015

Not applicable

(Former name or former address, if changed since last report.)

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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:

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

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

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

o 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. o

Item 3.02. Unregistered Sale of Equity Securities.

As of November 1, 2024, Blue Owl Real Estate Net Lease Trust (the “Company”, “we”, or “us”) sold 2,193,152 shares of its Class I common shares (with the final number of shares being determined on November 18, 2024) to feeder vehicles primarily created to hold the Company’s Class I common shares for gross proceeds of approximately $22.3 million, based on net asset value (“NAV”) per share as of October 31, 2024. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.

Item 8.01. Other Events.

October 31, 2024 NAV Per Share

The NAV per share for each class of our common shares as of October 31, 2024 is set forth below:

	NAV per share
Class S	$	10.1008
Class N	$	10.1870
Class D	$	9.9854
Class I	$	10.1603

A detailed calculation of the NAV per share is set forth below. We calculate NAV per share in accordance with the valuation guidelines that have been approved by our Board of Trustees. Our total NAV presented in the following tables includes the NAV of our Class S, Class N, Class D, and Class I common shares, as well as the partnership interests of Blue Owl NLT Operating Partnership LP (“NLT OP”) held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of October 31, 2024 ($ in thousands):

Components of NAV	October 31, 2024
Cash and cash equivalents	$	114,641
Restricted cash	72,155
Investments in real estate, net	3,253,443
Investment in leases - financing receivables	508,872
Investments in real estate debt	249,428
Intangible assets, net	204,334
Investments in unconsolidated real estate affiliates	1,627,950
Other assets	31,343
Mortgage notes and credit facility	(1,324,888)
Unsecured senior notes	(127,768)
Due to affiliates	(24,832)
Accounts payable and accrued expenses	(128,977)
Other liabilities	(152,104)
Net Asset Value	$	4,303,597
Number of outstanding shares/units	424,571,462

The following table provides a breakdown of our total NAV and NAV per share/unit by class as of October 31, 2024 ($ in thousands, except per share/unit data):

NAV per share	Class S Shares		Class N Shares		Class D Shares		Class I Shares		Third - Party Operating Partnership Units (1)		Total
Monthly NAV	$	1,738,116	$	109,413	$	12,354	$	2,145,959	$	297,755	$	4,303,597
Number of outstanding shares/units	172,076,940		10,740,391		1,237,216		211,211,060		29,305,855		424,571,462
NAV Per Share/Unit as of October 31, 2024	$	10.1008	$	10.1870	$	9.9854	$	10.1603	$	10.1603

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(1)Includes the partnership interests of the NLT OP held by the Special Limited Partners and other NLT OP interests held by parties other than us.

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 Real Estate Net Lease Trust
	By:	/s/ Kevin Halleran
		Name:	Kevin Halleran
		Title:	Chief Financial Officer
Date: November 20, 2024

XML

Cover	Nov. 18, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 18, 2024
Entity Registrant Name	Blue Owl Real Estate Net Lease Trust
Entity Incorporation, State or Country Code	MD
Entity File Number	000-56536
Entity Tax Identification Number	88-1672312
Entity Address, Address Line One	Suite 4140
Entity Address, Address Line Two	30 N. LaSalle St.
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60602
City Area Code	888
Local Phone Number	215-2015
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001944366