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): July 26, 2024
Blue Owl 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 | ||
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 | 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 a Material Definitive Agreement.
On July 26, 2024 (the “Amendment Date”), ORCC II Financing LLC (“ORCC II Financing”) and OR Lending II LLC (“OR Lending II”), each a subsidiary of Blue Owl Capital Corporation II (the “Company”) entered into Amendment No. 3 (the “Amendment” and the facility as amended the “Secured Credit Facility”), which amended (a) that certain Third Amended and Restated Credit Agreement, dated as of May 6, 2022, by and among ORCC II Financing and OR Lending II, as borrowers, the lenders from time to time parties thereto, Goldman Sachs Bank USA as sole lead arranger, syndication agent and administrative agent, State Street Bank and Trust Company as collateral administrator and collateral agent and Cortland Capital Market Services LLC as collateral custodian and (b) those certain Account Control Agreements, each dated December 4, 2017 among ORCC II Financing or OR Lending II, as applicable, as borrower, and State Street Bank and Trust Company. Among other changes, the Amendment (i) provided for Future Funding Collateral Obligations to be eligible as Collateral Obligations and for a Future Funding Reserve Account, (ii) amended the definitions of Class A Make-Whole Amount, Collateral Obligation Criteria, Collateral Portfolio Requirements, Excess Concentration Amount, Fund and Target Percentage, (iii) increased the Commitments, subject to prepayment fees through June 30, 2025, under the Secured Credit Facility from $250,000,000 to $375,000,000, (iv) extended the Reinvestment Period through November 30, 2027 and the Scheduled Maturity Date through November 30, 2028 and (v) reduced the Spread from 2.70% to 2.375%. Under the Secured Credit Facility, the Borrowers will pay certain unused fees subject to minimum utilization during he Reinvestment Period.
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 Third Amended and Restated Credit Agreement, dated as of July 26, 2024, by and among ORCC II Financing LLC and OR Lending II LLC, as Borrowers, the Lenders from time to time parties thereto, Goldman Sachs Bank USA, as Administrative Agent, State Street Bank and Trust Company as Collateral Administrator and Collateral Agent, and Cortland Capital Market Services LLC as Collateral Custodian. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Blue Owl Capital Corporation II | ||||
Date: July 31, 2024 | By: | /s/ Jonathan Lamm | ||
Jonathan Lamm | ||||
Chief Financial Officer |