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): April 4, 2023
Owl Rock Capital Corporation II
(Exact Name of Registrant as Specified in Charter)
| | | | |
| Maryland | | 814-01219 | | 47-5416332 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
| | |
| 399 Park Avenue, 37th Floor | | |
| New York, New York | | 10022 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 419-3000
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:
| ☐ | 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 1.01. | Entry into to a Material Definitive Agreement |
On April 4, 2023 (the “Amendment Date”), ORCC II Financing II LLC (“ORCC II Financing II”), a subsidiary of Owl Rock Capital Corporation II (the “Company”), entered into Amendment No. 3 (the “Amendment” and the facility as amended, the “Secured Credit Facility”), which amended that certain Credit Agreement, dated as of April 14, 2020 (as amended by the Amendment and Commitment Increase Agreement, dated as of October 30, 2020, and Amendment No. 2, dated March 25, 2022), among ORCC II Financing II, as Borrower, the lenders from time to time parties thereto (the “Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Cortland Capital Market Services LLC as Document Custodian. Among other changes, the Amendment amends the Secured Credit Facility to: (i) extend the reinvestment period from April 14, 2023 to April 14, 2025, (ii) extend the stated maturity from April 14, 2030 to April 4, 2033, (iii) incorporate compliance with the transparency and reporting requirements contained in Article 7 of Regulation (EU) 2017/2402 and (iv) change the margin from 2.50% to 2.75% per annum.
Borrowings of ORCC II Financing II are considered borrowings of the Company for purposes of complying with the asset coverage requirements under the 1940 Act.
| Item 2.03. | Creation of a Direct Financial Obligation |
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Amendment No. 3 to the Credit Agreement, dated as of April 4, 2023, among ORCC II Financing II LLC, as Borrower, the Lenders referred to therein, Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Cortland Capital Market Services LLC as document custodian. |
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, thereunto duly authorized.
| | | | | | |
| | | | | | Owl Rock Capital Corporation II |
| | | |
| Date: April 6, 2023 | | | | By: | | /s/ Bryan Cole |
| | | | | | Bryan Cole |
| | | | | | Chief Operating Officer and Chief Financial Officer |
