NEW
YORK, Aug. 7, 2024 /PRNewswire/ -- Blue Owl
Capital Corporation (NYSE: OBDC, or the "Company") today announced
financial results for its second quarter ended June 30, 2024.
SECOND QUARTER 2024 HIGHLIGHTS
- Second quarter net investment income ("NII") per share of
$0.48, exceeded the regular dividend
by approximately 30%
- Based on OBDC's supplemental dividend framework, the Board of
Directors (the "Board") declared a second quarter supplemental
dividend of $0.06 per share
- Total dividends for the second quarter were $0.43 per share, representing an 11.2% annualized
dividend yield based on second quarter net asset value ("NAV") per
share
- NAV per share of $15.36, up
$0.10 compared to June 30, 2023
- As a result of elevated originations and net fundings in the
second quarter, net debt-to-equity increased to 1.20x as of
June 30, 2024, up from 1.04x as of
March 31, 2024
- Also announced today that OBDC entered into a definitive merger
agreement with Blue Owl Capital Corporation III (NYSE: OBDE)
"OBDC delivered another quarter of strong earnings and generated
a 12.6% return on equity, representing our sixth consecutive
quarter of double-digit returns. We are pleased with our net
investment fundings and portfolio performance and remain confident
in our ability to deliver attractive returns for our shareholders,"
commented Craig W. Packer, Chief
Executive Officer. "We are also excited to announce we have reached
an agreement to merge OBDC with its affiliate BDC, OBDE. We believe
this transaction will meaningfully grow our portfolio in a logical
and low-risk way, and the increased scale of the combined company
will be very beneficial to our shareholders."
OBDC to Merge with OBDE
OBDC and OBDE today
announced that they have entered into a definitive merger
agreement, with OBDC as the surviving company, subject to certain
shareholder approvals and other customary closing conditions.
Following the recommendation of each of their special committees,
the boards of directors of both OBDC and OBDE have unanimously
approved the transaction. A separate press release and investor
presentation can be found on the Company's website,
www.BlueOwlCapitalCorporation.com.
Dividend Declarations
The Company's Board
declared a third quarter 2024 regular dividend of $0.37 per share for stockholders of record as of
September 30, 2024, payable on or
before October 15, 2024.
The Board also declared a second quarter 2024 supplemental
dividend of $0.06 per share for
stockholders of record as of August 30,
2024, payable on or before September
13, 2024.
Previously Approved 2024 Stock Repurchase
Program
On May 6, 2024,
the Board approved the 2024 Repurchase Program (the "Repurchase
Program") under which the Company may repurchase up to
$150 million of the Company's common
stock. For the period ended June 30,
2024, there were no repurchases under the 2024 Repurchase
Program.
Appointment of Logan
Nicholson as President
On August 6, 2024, the Board appointed Logan Nicholson to serve as the Company's
President. The role of President was previously held by
Craig Packer, who will continue to
serve as the Company's Chief Executive Officer and as a director.
Mr. Nicholson joined the Company a year ago and brings two decades
of experience in the leveraged finance industry.
PORTFOLIO AND INVESTING ACTIVITY
For the three months ended June 30,
2024, new investment commitments totaled $3.3 billion across 25 new portfolio companies
and 24 existing portfolio companies. This compares to $1.2 billion for the three months ended
March 31, 2024 across 18 new
portfolio companies and 13 existing portfolio companies.
For the three months ended June 30,
2024, the principal amount of new investments funded was
$2.3 billion. For this period, the
Company had $1.1 billion aggregate
principal amount in sales and repayments.
For the three months ended March 31,
2024, the principal amount of new investments funded was
$0.9 billion. For this period, the
Company had $1.2 billion aggregate
principal amount in sales and repayments.
As of June 30, 2024 and
March 31, 2024, the Company had
investments in 212 and 198 portfolio companies with an aggregate
fair value of $13.3 billion and
$12.4 billion, respectively. As of
June 30, 2024, the average investment
size in each portfolio company was $62.9
million based on fair value.
As of June 30, 2024, based on fair
value, the portfolio consisted of 75.4% first lien senior secured
debt investments, 6.3% second lien senior secured debt investments,
2.2% unsecured debt investments, 2.9% joint ventures, 2.9%
preferred equity investments, and 10.3% common equity
investments.
As of March 31, 2024, based on
fair value, the portfolio consisted of 73.0% first lien senior
secured debt investments, 7.7% second lien senior secured debt
investments, 2.2% unsecured debt investments, 2.8% joint ventures,
3.6% preferred equity investments, and 10.7% common equity
investments.
As of June 30, 2024 and
March 31, 2024, approximately 81.7%
and 80.7% of the portfolio was invested in secured debt,
respectively. As of June 30, 2024,
96.5% of the debt investments based on fair value in the portfolio
were at floating rates.
As of June 30, 2024 and
March 31, 2024, the weighted average
total yield of accruing debt and income-producing securities at
fair value (which includes interest income and amortization of fees
and discounts) was 11.9% and 12.1%, respectively, and the weighted
average total yield of accruing debt and income-producing
securities at amortized cost (which includes interest income and
amortization of fees and discounts) was 12.0% and 12.3%,
respectively.
As of June 30, 2024, loans on
non-accrual represented 1.4% of the total fair value of the debt
portfolio.
RESULTS OF OPERATIONS FOR THE SECOND QUARTER ENDED
JUNE 30, 2024
Investment Income
Investment income increased
to $396.7 million for the three
months ended June 30, 2024 from
$394.2 million for the same period in
the prior year primarily due to higher dividend income and was
partially offset by lower interest income and other income.
Dividend income increased period-over-period primarily due to an
increase in dividends earned from Blue Owl Capital Corporation
Senior Loan Fund LLC, Wingspire Capital Holdings LLC and Fifth
Season Investments LLC. Interest income decreased
period-over-period primarily due to a decline in portfolio yield.
Other income decreased period-over-period primarily due to
lower incremental fee income, which are fees received and
recognized to OBDC upon closing investments and normally paid at
the time of closing. The Company expects that investment income
will vary based on a variety of factors including the pace of our
originations and repayments.
Expenses
Total expenses remained consistent at
$205.2 million for the period ended
June 30, 2024 compared to the same
period in the prior year. There was a slight decline in interest
expense driven by a decrease in average daily borrowings, offset by
an increase in the average interest rate period-over-period. As a
percentage of total assets, management fees, professional fees,
directors' fees and other general and administrative expenses
remained relatively consistent period-over-period.
Liquidity and Capital Resources
As of
June 30, 2024, the Company had
$380.0 million in cash and restricted
cash, $7.5 billion in total principal
value of debt outstanding, and $1.3
billion of undrawn capacity on the Company's credit
facilities. The Company's weighted average interest rate on debt
outstanding was 5.6% and 5.8% for the three months ended
June 30, 2024 and March 31, 2024, respectively. Ending net debt to
equity was 1.20x and 1.04x as of June 30,
2024 and March 31, 2024,
respectively.
CONFERENCE CALL AND WEBCAST INFORMATION
Conference Call Information:
The conference
call will be broadcast live on August 8,
2024 at 10:00 a.m. Eastern
Time on the Events section of OBDC's website at
www.BlueOwlCapitalCorporation.com. Please visit the website to test
your connection before the webcast.
Participants are also invited to access the conference call by
dialing one of the following numbers:
- Domestic: (877) 737-7048
- International: +1 (201) 689-8523
All callers will need to reference "Blue Owl Capital
Corporation" once connected with the operator. All callers are
asked to dial in 10-15 minutes prior to the call so that name and
company information can be collected.
Replay Information:
An archived replay will be
available for 30 days via a webcast link located on the Events
section of OBDC's website, and via the dial-in numbers listed
below:
- Domestic: (877) 660-6853
- International: +1 (201) 612-7415
- Conference ID: 13746907
ABOUT BLUE OWL CAPITAL CORPORATION
Blue Owl Capital Corporation (NYSE: OBDC) is a specialty finance
company focused on lending to U.S. middle-market companies. As of
June 30, 2024, OBDC had investments
in 212 portfolio companies with an aggregate fair value
of $13.3 billion. OBDC has elected to
be regulated as a business development company under the Investment
Company Act of 1940, as amended. OBDC is externally managed by Blue
Owl Credit Advisors LLC, an SEC-registered investment adviser that
is an indirect affiliate of Blue Owl Capital Inc. ("Blue Owl")
(NYSE: OWL) and is a part of Blue Owl's Credit platform.
Certain information contained herein may constitute
"forward-looking statements" that involve substantial risks and
uncertainties. Such statements involve known and unknown risks,
uncertainties and other factors and undue reliance should not be
placed thereon. These forward-looking statements are not historical
facts, but rather are based on current expectations, estimates and
projections about OBDC, its current and prospective portfolio
investments, its industry, its beliefs and opinions, and its
assumptions. Words such as "anticipates," "expects," "intends,"
"plans," "will," "may," "continue," "believes," "seeks,"
"estimates," "would," "could," "should," "targets," "projects,"
"outlook," "potential," "predicts" and variations of these words
and similar expressions are intended to identify forward-looking
statements. These statements are not guarantees of future
performance and are subject to risks, uncertainties and other
factors, some of which are beyond OBDC's control and difficult to
predict and could cause actual results to differ materially from
those expressed or forecasted in the forward-looking statements
including, without limitation, the risks, uncertainties and other
factors identified in OBDC's filings with the SEC. Investors should
not place undue reliance on these forward-looking statements, which
apply only as of the date on which OBDC makes them. OBDC does not
undertake any obligation to update or revise any forward-looking
statements or any other information contained herein, except as
required by applicable law.
INVESTOR CONTACTS
Investor Contact:
BDC Investor Relations
Michael Mosticchio
credit-ir@blueowl.com
Media Contact:
Prosek Partners
Josh Clarkson
pro-blueowl@prosek.com
FINANCIAL
HIGHLIGHTS
|
|
|
For the Three Months
Ended
|
($ in thousands, except
per share amounts)
|
June 30,
2024
|
March 31,
2024
|
|
June 30,
2023
|
Investments at Fair
Value
|
$
13,341,982
|
$
12,414,384
|
|
$ 12,892,943
|
Total Assets
|
$
13,866,620
|
$
13,329,632
|
|
$ 13,393,278
|
Net Asset Value Per
Share
|
$
15.36
|
$
15.47
|
|
$
15.26
|
|
|
|
|
|
Investment
Income
|
$
396,760
|
$
399,577
|
|
$
394,223
|
Net Investment
Income
|
$
189,134
|
$
182,765
|
|
$
186,676
|
Net Income
|
$
122,220
|
$
182,517
|
|
$
195,562
|
|
|
|
|
|
Net Investment Income
Per Share
|
$
0.48
|
$
0.47
|
|
$
0.48
|
Net Realized and
Unrealized Gains (and Losses) Per Share
|
$
(0.17)
|
$
—
|
|
$
0.02
|
Net Income Per
Share
|
$
0.31
|
$
0.47
|
|
$
0.50
|
Distributions Declared
from Net Investment Income Per Share
|
$
0.37
|
$
0.37
|
|
$
0.33
|
Supplemental
Distributions Declared from Net Investment Income Per
Share
|
$
0.06
|
$
0.05
|
|
$
0.07
|
Weighted Average Yield
of Accruing Debt and Income Producing Securities at Fair
Value
|
11.9 %
|
12.1 %
|
|
12.2 %
|
Weighted Average Yield
of Accruing Debt and Income Producing Securities at Amortized
Cost
|
12.0 %
|
12.3 %
|
|
12.2 %
|
Percentage of Debt
Investment Commitments at Floating Rates
|
96.5 %
|
97.3 %
|
|
98.1 %
|
CONSOLIDATED
STATEMENTS OF ASSETS AND LIABILITIES
|
(Amounts in
thousands, except share and per share amounts)
|
|
|
|
June 30,
2024
(Unaudited)
|
|
December 31,
2023
|
Assets
|
|
|
|
|
Investments at fair
value
|
|
|
|
|
Non-controlled,
non-affiliated investments (amortized cost of $11,767,932 and
$11,271,962, respectively)
|
|
$
11,705,361
|
|
$
11,264,956
|
Non-controlled,
affiliated investments (amortized cost of $30,965 and $19,004,
respectively)
|
|
32,357
|
|
19,988
|
Controlled, affiliated
investments (amortized cost of $1,515,151 and $1,341,236,
respectively)
|
|
1,604,264
|
|
1,428,404
|
Total investments at
fair value (amortized cost of $13,314,048 and $12,632,202,
respectively)
|
|
13,341,982
|
|
12,713,348
|
Cash (restricted cash
of $104,104 and $87,067, respectively)
|
|
377,914
|
|
658,702
|
Foreign cash (cost of
$2,077 and $946, respectively)
|
|
2,070
|
|
956
|
Interest
receivable
|
|
109,300
|
|
112,260
|
Receivable from a
controlled affiliate
|
|
30,354
|
|
22,978
|
Prepaid expenses and
other assets
|
|
5,000
|
|
3,152
|
Total
Assets
|
|
$
13,866,620
|
|
$
13,511,396
|
Liabilities
|
|
|
|
|
Debt (net of
unamortized debt issuance costs of $84,433 and $81,492,
respectively)
|
|
$
7,414,920
|
|
$
7,077,088
|
Distribution
payable
|
|
144,380
|
|
136,407
|
Management fee
payable
|
|
48,005
|
|
47,711
|
Incentive fee
payable
|
|
40,119
|
|
42,217
|
Payables to
affiliates
|
|
7,313
|
|
3,835
|
Payable for investments
purchased
|
|
9,130
|
|
—
|
Accrued expenses and
other liabilities
|
|
208,469
|
|
182,745
|
Total
Liabilities
|
|
7,872,336
|
|
7,490,003
|
Commitments and
contingencies (Note 7)
|
|
|
|
|
Net
Assets
|
|
|
|
|
Common shares $0.01 par
value, 500,000,000 shares authorized; 390,217,304 and 389,732,868
shares issued and outstanding, respectively
|
|
3,902
|
|
3,897
|
Additional
paid-in-capital
|
|
5,931,419
|
|
5,924,002
|
Accumulated
undistributed (overdistributed) earnings
|
|
58,963
|
|
93,494
|
Total Net
Assets
|
|
5,994,284
|
|
6,021,393
|
Total Liabilities
and Net Assets
|
|
$
13,866,620
|
|
$
13,511,396
|
Net Asset Value Per
Share
|
|
$
15.36
|
|
$
15.45
|
CONSOLIDATED
STATEMENTS OF OPERATIONS
|
(Amounts in
thousands, except share amounts)
|
(Unaudited)
|
|
|
For the Three
Months
Ended June 30,
|
|
For the Six
Months
Ended June 30,
|
|
2024
|
|
2023
|
|
2024
|
|
2023
|
Investment
Income
|
|
|
|
|
|
|
|
Investment income from
non-controlled, non-affiliated investments:
|
|
|
|
|
|
|
|
Interest
income
|
$
287,360
|
|
$
297,992
|
|
$
581,810
|
|
$
586,670
|
Payment-in-kind
("PIK") interest income
|
44,272
|
|
44,803
|
|
85,507
|
|
87,858
|
Dividend
income
|
16,313
|
|
17,607
|
|
37,649
|
|
35,440
|
Other
income
|
5,988
|
|
7,243
|
|
11,301
|
|
10,207
|
Total investment income
from non-controlled, non-affiliated investments
|
353,933
|
|
367,645
|
|
716,267
|
|
720,175
|
Investment income from
non-controlled, affiliated investments:
|
|
|
|
|
|
|
|
Interest
income
|
40
|
|
—
|
|
108
|
|
—
|
Payment-in-kind
("PIK") interest income
|
132
|
|
—
|
|
132
|
|
—
|
Dividend
income
|
46
|
|
177
|
|
62
|
|
177
|
Total investment income
from non-controlled, affiliated investments:
|
218
|
|
177
|
|
302
|
|
177
|
Investment income from
controlled, affiliated investments:
|
|
|
|
|
|
|
|
Interest
income
|
7,169
|
|
5,553
|
|
15,171
|
|
8,227
|
Payment-in-kind
("PIK") interest income
|
527
|
|
—
|
|
703
|
|
—
|
Dividend
income
|
34,735
|
|
20,662
|
|
63,524
|
|
42,688
|
Other
Income
|
178
|
|
186
|
|
370
|
|
578
|
Total investment income
from controlled, affiliated investments
|
42,609
|
|
26,401
|
|
79,768
|
|
51,493
|
Total Investment
Income
|
396,760
|
|
394,223
|
|
796,337
|
|
771,845
|
Expenses
|
|
|
|
|
|
|
|
Interest
expense
|
109,125
|
|
110,017
|
|
228,254
|
|
213,972
|
Management
fees
|
48,005
|
|
48,024
|
|
95,248
|
|
96,116
|
Performance based
incentive fees
|
40,119
|
|
39,598
|
|
78,887
|
|
77,326
|
Professional
fees
|
4,113
|
|
4,131
|
|
7,709
|
|
7,804
|
Directors'
fees
|
320
|
|
257
|
|
640
|
|
515
|
Other general and
administrative
|
3,534
|
|
3,140
|
|
6,050
|
|
5,811
|
Total Operating
Expenses
|
205,216
|
|
205,167
|
|
416,788
|
|
401,544
|
Net Investment
Income (Loss) Before Taxes
|
191,544
|
|
189,056
|
|
379,549
|
|
370,301
|
Income tax expense
(benefit)
|
2,410
|
|
2,380
|
|
7,650
|
|
5,765
|
Net Investment
Income (Loss) After Taxes
|
$
189,134
|
|
$
186,676
|
|
$
371,899
|
|
$
364,536
|
Net Realized and
Change in Unrealized Gain (Loss)
|
|
|
|
|
|
|
|
Net change in
unrealized gain (loss):
|
|
|
|
|
|
|
|
Non-controlled,
non-affiliated investments
|
$ (64,868)
|
|
$
3,869
|
|
$ (65,819)
|
|
$ 69,292
|
Non-controlled,
affiliated investments
|
180
|
|
(4)
|
|
394
|
|
(5)
|
Controlled, affiliated
investments
|
(7,393)
|
|
6,127
|
|
1,945
|
|
16,381
|
Translation of assets
and liabilities in foreign currencies
|
12,184
|
|
1,360
|
|
10,238
|
|
2,570
|
Income tax (provision)
benefit
|
—
|
|
(2,415)
|
|
(10)
|
|
(2,696)
|
Total Net Change in
Unrealized Gain (Loss)
|
(59,897)
|
|
8,937
|
|
(53,252)
|
|
85,542
|
Net realized gain
(loss):
|
|
|
|
|
|
|
|
Non-controlled,
non-affiliated investments
|
153
|
|
118
|
|
(5,040)
|
|
(52,365)
|
Foreign currency
transactions
|
(7,170)
|
|
(169)
|
|
(8,870)
|
|
(308)
|
Total Net Realized
Gain (Loss)
|
(7,017)
|
|
(51)
|
|
(13,910)
|
|
(52,673)
|
Total Net Realized
and Change in Unrealized Gain (Loss)
|
(66,914)
|
|
8,886
|
|
(67,162)
|
|
32,869
|
Net Increase
(Decrease) in Net Assets Resulting from Operations
|
$
122,220
|
|
$
195,562
|
|
$
304,737
|
|
$
397,405
|
Earnings Per Share
- Basic and Diluted
|
$
0.31
|
|
$
0.50
|
|
$
0.78
|
|
$
1.02
|
Weighted Average
Shares Outstanding - Basic and Diluted
|
390,103,640
|
|
389,930,979
|
|
389,918,254
|
|
390,487,912
|
PORTFOLIO AND
INVESTMENT ACTIVITY
|
|
|
|
For the Three Months
Ended June 30,
|
($ in
thousands)
|
|
2024
|
|
2023
|
New investment
commitments
|
|
|
|
|
Gross
originations
|
|
$
3,296,799
|
|
$
182,955
|
Less: Sell
downs
|
|
—
|
|
—
|
Total new investment
commitments
|
|
$
3,296,799
|
|
$
182,955
|
Principal amount of
investments funded:
|
|
|
|
|
First-lien senior
secured debt investments
|
|
$
2,098,353
|
|
$
110,178
|
Second-lien senior
secured debt investments
|
|
10,000
|
|
—
|
Unsecured debt
investments
|
|
132,135
|
|
—
|
Preferred equity
investments
|
|
884
|
|
—
|
Common equity
investments
|
|
26,433
|
|
16,535
|
Joint
Ventures
|
|
37,625
|
|
42,875
|
Total principal amount
of investments funded
|
|
$
2,305,430
|
|
$
169,588
|
Principal amount of
investments sold or repaid:
|
|
|
|
|
First-lien senior
secured debt investments
|
|
$
(872,157)
|
|
$
(528,569)
|
Second-lien senior
secured debt investments
|
|
(125,596)
|
|
(35,850)
|
Unsecured debt
investments
|
|
(118,699)
|
|
—
|
Preferred equity
investments
|
|
(30,321)
|
|
(1,589)
|
Common equity
investments
|
|
—
|
|
(195)
|
Joint
Ventures
|
|
—
|
|
—
|
Total principal amount
of investments sold or repaid
|
|
$
(1,146,773)
|
|
$
(566,203)
|
Number of new
investment commitments in new portfolio companies(1)
|
|
25
|
|
5
|
Average new
investment commitment amount
|
|
$
98,945
|
|
$
23,800
|
Weighted average
term for new debt investment commitments (in years)
|
|
5.7
|
|
3.7
|
Percentage of new
debt investment commitments at floating rates
|
|
96.8 %
|
|
100.0 %
|
Percentage of new
debt investment commitments at fixed rates
|
|
3.2 %
|
|
— %
|
Weighted average
interest rate of new debt investment commitments(2)
|
|
10.9 %
|
|
11.9 %
|
Weighted average
spread over applicable base rate of new floating rate debt
investment commitments
|
|
5.4 %
|
|
6.6 %
|
|
________________
|
(1)
|
Number of new
investment commitments represents commitments to a particular
portfolio company.
|
(2)
|
For the three months
ended June 30, 2024, assumes each floating rate commitment is
subject to the greater of the interest rate floor (if applicable)
or 3-month SOFR, which was 5.32% as of June 30, 2024. For the three
months ended June 30, 2023, assumes each floating rate commitment
is subject to the greater of the interest rate floor (if
applicable) or 3-month SOFR, which was 5.27% as of June 30,
2023.
|
Forward-Looking Statements
Some of the statements in this press release constitute
forward-looking statements because they relate to future events,
future performance or financial condition of OBDC or OBDE or the
two-step merger (collectively, the "Mergers") of OBDE with and into
OBDC. The forward-looking statements may include statements as to:
future operating results of OBDC and OBDE and distribution
projections; business prospects of OBDC and OBDE and the prospects
of their portfolio companies; and the impact of the investments
that OBDC and OBDE expect to make. In addition, words such as
"anticipate," "believe," "expect," "seek," "plan," "should,"
"estimate," "project" and "intend" indicate forward-looking
statements, although not all forward-looking statements include
these words. The forward-looking statements contained in this press
release involve risks and uncertainties. Certain factors could
cause actual results and conditions to differ materially from those
projected, including the uncertainties associated with (i) the
timing or likelihood of the Mergers closing; (ii) the expected
synergies and savings associated with the Mergers; (iii) the
ability to realize the anticipated benefits of the Mergers,
including the expected accretion to net investment income and the
elimination or reduction of certain expenses and costs due to the
Mergers; (iv) the percentage of OBDC and OBDE shareholders voting
in favor of the proposals submitted for their approval; (v) the
possibility that competing offers or acquisition proposals will be
made; (vi) the possibility that any or all of the various
conditions to the consummation of the Mergers may not be satisfied
or waived; (vii) risks related to diverting management's attention
from ongoing business operations; (viii) the risk that shareholder
litigation in connection with the Mergers may result in significant
costs of defense and liability; (ix) changes in the economy,
financial markets and political environment; (x) the impact of
geo-political conditions, including revolution, insurgency,
terrorism or war, including those arising out of the ongoing war
between Russia and Ukraine and the escalated conflict in the
Middle-East, including the
Israel-Hamas conflict, and general uncertainty surrounding the
financial and political stability of the
United States (including uncertainties related to the 2024
U.S. presidential election), the United
Kingdom, the European Union and China, on financial market volatility, global
economic markets, and various markets for commodities globally such
as oil and natural gas; (xi) future changes in law or regulations;
(xii) conditions to OBDC's and OBDE's operating areas, particularly
with respect to business development companies or regulated
investment companies; (xiii) an economic downturn, elevated
interest and inflation rates, ongoing supply chain and labor market
disruptions, including those as a result of strikes, work stoppages
or accidents, instability in the U.S. and international banking
systems, and the risk of recession or a shutdown of government
services could impact business prospects of OBDC and OBDE and their
portfolio companies or following the closing of the Mergers, the
combined company; (xiv) the ability of Blue Owl Credit Advisors LLC
to locate suitable investments for the combined company and to
monitor and administer its investments; (xv) the ability of Blue
Owl Credit Advisors LLC to attract and retain highly talented
professionals; and (xvi) other considerations that may be disclosed
from time to time in OBDC's and OBDE's publicly disseminated
documents and filings with the Securities and Exchange Commission
("SEC"). OBDC and OBDE have based the forward-looking statements
included in this press release on information available to them on
the date hereof, and they assume no obligation to update any such
forward-looking statements. Although OBDC and OBDE undertake no
obligation to revise or update any forward-looking statements,
whether as a result of new information, future events or otherwise,
you are advised to consult any additional disclosures that they may
make directly to you or through reports that OBDC and OBDE in the
future may file with the SEC, including the Joint Proxy Statement
and the Registration Statement (each as defined below), annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K.
Additional Information and Where to Find It
In connection with the Merger, OBDC and OBDE plan to file with
the SEC and mail to their respective shareholders a joint proxy
statement/prospectus (the "Joint Proxy Statement") and OBDC plan to
file with the SEC a registration statement on Form N-14 (the
"Registration Statement") that will include the Joint Proxy
Statement and a prospectus of OBDC. The Joint Proxy Statement and
the Registration Statement will contain important information about
OBDC, OBDE, the Merger and related matters. This press release does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of
1933, as amended. SHAREHOLDERS OF OBDC AND OBDE ARE URGED TO READ
THE JOINT PROXY STATEMENT AND THE REGISTRATION STATEMENT AND OTHER
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT OBDC, OBDE, THE MERGER AND RELATED
MATTERS. Investors and security holders will be able to obtain the
documentation filed with the SEC free of charge at the SEC's
website, http://www.sec.gov and for documents filed by OBDC, from
OBDC's website at
https://www.blueowlcapitalcorporation.com and for documents
filed by OBDE, from OBDE's website at
https://www.blueowlcapitalcorporationiii.com.
Participation in the Solicitation
OBDC, its directors, certain of its executive officers and
certain employees and officers of Blue Owl Credit Advisors LLC and
its affiliates may be deemed to be participants in the solicitation
of proxies in connection with the Merger. Information about
directors and executive officers of OBDC is set forth in its proxy
statement for its 2024 Annual Meeting of Shareholders, which was
filed with the SEC on March 28, 2024.
OBDE, its directors, certain of its executive officers and certain
employees and officers of Blue Owl Diversified Credit Advisors LLC
and its affiliates may be deemed to be participants in the
solicitation of proxies in connection with the Merger.
Information about directors and executive officers of OBDE is set
forth in its proxy statement for its 2024 Annual Meeting of
Shareholders, which was filed with the SEC on March 28, 2024. Information regarding the persons
who may, under the rules of the SEC, be considered participants in
the solicitation of the OBDC and OBDE shareholders in connection
with the Merger will be contained in the Joint Proxy Statement when
such document becomes available. These documents may be obtained
free of charge from the sources indicated above.
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SOURCE Blue Owl Capital Corporation