UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
OWL ROCK CORE INCOME CORP.
(Name of Subject Company (Issuer))
OWL ROCK CORE INCOME CORP.
(Names of filing Person (Offeror and Issuer))
Class S Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
69120V101
(CUSIP Number of Class of Securities)
Class D Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
69120V200
(CUSIP Number of Class of Securities)
Class I Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
69120V309
(CUSIP Number of Class of Securities)
Bryan Cole
Chief Financial Officer and Chief Operating Officer
Owl Rock Core Income Corp.
399 Park Avenue
38th Floor
New York, NY 10022
(212) 419-3000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copy to:
Cynthia M. Krus
Kristin H. Burns
Eversheds Sutherland (US) LLP
700 Sixth Street, NW
Washington, DC 20001
(202) 383-0100
CALCULATION OF FILING FEE
| Transaction Valuation(l) | Amount of Filing Fee(2) | |
| $31,505,022 | $2,920.52 | |
| (1) | Calculated solely for purposes of determining the amount of the filing fee. This amount is based upon the offer to purchase up to $31,505,022 in value of shares of common stock, par value $0.01 per share, of Owl Rock Core Income Corp.. |
| (2) | The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 1 for fiscal year 2022, equaled 0.009270% of the value of the transaction. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $2,920.52
Form or Registration No.: Schedule TO
Filing Party: Owl Rock Core Income Corp.
Date Filed: November 26, 2021
| ☐ | Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | Third-party tender offer subject to Rule 14d-1. |
| ☒ | Issuer tender offer subject to Rule 13e-4. |
| ☐ | Going-private transaction subject to Rule 13e-3. |
| ☐ | Amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
FINAL AMENDMENT TO TENDER OFFER STATEMENT
This Amendment No. 1 supplements and amends the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 26, 2021 by Owl Rock Core Income Corp., a Maryland corporation (the “Company,” “Owl Rock,” “our,” “we,” or “us”), in connection with the offer by the Company to purchase up to the number of shares (the “Shares”) of its issued and outstanding Class S common stock, par value $0.01 per share, Class D common stock, par value $0.01 per share, and Class I common stock, par value $0.01 per share (“Common Stock ”) that can be purchased with $31,505,022 (the “Offering Amount”) at a price equal to the net offering price per Share, as of December 31, 2021, of each Share of Common Stock tendered pursuant to the Offer. The Offering Amount represents the value of 5.00% of the aggregate number of the Company’s Shares outstanding as of September 30, 2021.
The tender offer was made upon and subject to the terms and conditions set forth in the Offer to Purchase, dated November 26, 2021, and the related Letter of Transmittal (together, the “Offer”). The Offer expired at 11:59 P.M., Eastern Time, on December 30, 2021, and approximately 16,129 Class S Shares, 5,393 Class D Shares and 129,827 Class I Shares were validly tendered and not withdrawn pursuant to the Offer as of such date. Payment of the purchase prices for the Shares tendered was made promptly in the form of non-interest bearing promissory notes issued to the shareholders whose tenders were accepted for purchase by the Company in accordance with the terms of the Offer. The promissory notes were held by DST Systems Inc., the Company’s transfer agent, on behalf of each tendering shareholder.
On January 24, 2022, the Company determined that, as of December 31, 2021, the net offering prices per Share of its Class S Shares, Class D Shares and Class I Shares were $9.33 per Share, $9.34 per Share and $9.34 per Share, respectively. The Company purchased all validly tendered and not withdrawn Class S Shares, Class D Shares and Class I Shares for approximately $150,487, $50,378 and $1,212,587, respectively. The aggregate purchase price for all Shares repurchased pursuant to the Offer was approximately $1,413,451.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 26, 2022
| OWL ROCK CORE INCOME CORP. | ||
| By: | /s/ Bryan Cole | |
| Name: | Bryan Cole | |
| Title: | Chief Financial Officer and Chief Operating Officer | |
