Filed pursuant to Rule 424(b)(3)
File No. 333-260122
Owl Rock Core Income Corp.
Supplement No. 1 dated February 14, 2022
To
Prospectus dated January 7, 2022
This supplement contains information that amends, supplements or modifies certain information contained in the accompanying prospectus of Owl Rock Core Income Corp. dated January 7, 2022 (the “Prospectus”), and is part of, and should be read in conjunction with, the Prospectus. The Prospectus has been filed with the U.S. Securities and Exchange Commission, and is available free of charge at www.sec.gov or by calling (212) 419-3000. Capitalized terms used in this supplement have the same meanings as in the Prospectus, unless otherwise stated herein.
Before investing in shares of our common stock, you should read carefully the Prospectus and this supplement and consider carefully our investment objective, risks, charges and expenses. You should also carefully consider the “Risk Factors” beginning on page 36 of the Prospectus before you decide to invest in our common stock.
RECENT DEVELOPMENTS
Amendment to the Secured Credit Facility
On December 27, 2021 (the “Amendment Date”), Core Income Funding I LLC (“Core Income Funding I”), a subsidiary of Owl Rock Core Income Corp. (the “Company”), entered into the Amendment (the “Amendment No. 1” and the facility as amended, the “Secured Credit Facility”), which amended that certain Credit Agreement, dated as of September 16, 2021, by and among Core Income Funding I, as borrower, the Company, as equityholder and services provider, the lenders from time to time parties thereto, Natixis, New York Branch, as Facility Agent, State Street Bank and Trust Company, as Collateral Agent and Alter Domus (US) LLC, as Collateral Custodian. Among other changes, Amendment No. 1 increased the Total Revolving Commitment under the Credit Facility from $300 million to $350 million and the Total Term Commitment under the Credit Facility from $0 to $200 million and added additional parties as lenders.
Borrowings of Core Income Funding I are considered the Company’s borrowings for purposes of complying with the asset coverage requirements under the Investment Company Act of 1940, as amended.
Change to the Board of Directors
On January 24, 2022, Brian Finn notified the Company of his intention to resign as a director of the Company, effective February 23, 2022. Mr. Finn has served on the Company’s Board of Directors (the “Board”) since 2020 and currently serves as a member of the Audit Committee and Nominating and Corporate Governance Committee of the Board. Mr. Finn’s decision to resign was based on a desire to pursue other opportunities and was not the result of any disagreement relating to the Company’s operations, policies or practices.
Offering of 4.70% Notes Due 2027
On February 8, 2022, the Company completed its offering of $500 million aggregate principal amount of its 4.70% notes due 2027 (the “Notes”). The offering was consummated pursuant to the terms of a purchase agreement (the “Purchase Agreement”) dated February 1, 2022 among the Company and Owl Rock Capital Advisors LLC (the “Adviser”), on the one hand, and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC as representatives of the several initial purchasers listed on Schedule 1 thereto (the “Initial Purchasers”), on the other hand. The Purchase Agreement provided for the Notes to be issued to the
Initial Purchasers in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for initial resale by the Initial Purchasers to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A promulgated under the Securities Act. The Company relied upon these exemptions from registration based in part on representations made by the Initial Purchasers. The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
The net proceeds from the sale of the Notes were approximately $493.4 million, after deducting the fees paid to the Initial Purchasers and estimated offering expenses of approximately $850,000, each payable by the Company. The Company intends to use the net proceeds to pay down a portion of its outstanding indebtedness under a senior secured revolving credit facility (the “Revolver”), which matures on April 14, 2026, a special purpose vehicle asset credit facility, which matures on September 16, 2031 (the “SPV Asset Facility I”) and/or a special purpose vehicle asset credit facility, which matures on October 5, 2026 (the “SPV Asset Facility II”). Amounts drawn under the Revolver bear interest at either LIBOR plus a margin of 2.00%, or the prime rate plus a margin of 1.00%. Amounts drawn under SPV Asset Facility I bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%). Amounts drawn under SPV Asset Facility II bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) LIBOR, such LIBOR not to be lower than zero). Accordingly, affiliates of certain of the initial purchasers may receive more than 5% of the proceeds of this offering to the extent the proceeds are used to pay down a portion of the outstanding indebtedness under the Revolver, SPV Asset Facility I or SPV Asset Facility II.
The Notes were issued pursuant to an Indenture dated as of September 23, 2021 (the “Base Indenture”), between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a Second Supplemental Indenture, dated as of February 8, 2022 (the “Second Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will mature on February 8, 2027 and may be redeemed in whole or in part at the Company’s option at any time or from time to time at the redemption prices set forth in the Indenture. The Notes bear interest at a rate of 4.70% per year payable semi-annually on February 8 and August 8 of each year, commencing on August 8, 2022. The Notes will be the Company’s direct, general unsecured obligations and will rank senior in right of payment to all of the Company’s future indebtedness or other obligations that are expressly subordinated, or junior, in right of payment to the Notes. The Notes will rank pari passu, or equal, in right of payment with all of the Company’s existing and future indebtedness or other obligations that are not so subordinated, or junior to the Notes, including, without limitation, Promissory Notes, of which $0.0 million was outstanding as of September 30, 2021, and the September 2026 Notes, of which $350.0 million was outstanding as of September 30, 2021. The Notes will rank effectively subordinated, or junior, to any of the Company’s future secured indebtedness or other obligations (including unsecured indebtedness that the Company later secures) to the extent of the value of the assets securing such indebtedness, including, without limitation, borrowings under the Revolver, of which approximately $535.3 million was outstanding as of September 13, 2021. The Notes will rank structurally subordinated, or junior, to all existing and future indebtedness and other obligations (including trade payables) incurred by the Company’s subsidiaries, financing vehicles or similar facilities, including, without limitation borrowings under SPV Asset Facility I, of which approximately $150 million was outstanding as of September 30, 2021, and our SPV Asset Facility II, of which approximately $446.0 million was outstanding as of December 31, 2021.
The Indenture contains certain covenants, including covenants requiring the Company to (i) comply with Section 18(a)(1)(A) of the Investment Company Act of 1940, as amended (the “1940 Act), as modified by Section 61(a) of the 1940 Act, for the period of time during which the Notes are outstanding, whether or not it is subject to those requirements, and (ii) provide financial information to the holders of the Notes and the Trustee if the Company is no longer subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, if a change of control repurchase event, as defined in the Indenture, occurs prior to maturity, holders of the Notes will have the right, at their option, to require the Company to repurchase for cash some or all
of the Notes at a repurchase price equal to 100% of the aggregate principal amount of the Notes being repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date.
Registration Rights Agreement
In connection with the offering of the Notes, the Company entered into a Registration Rights Agreement, dated as of February 8, 2022 (the “Registration Rights Agreement”), with J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and RBC Capital Markets, LLC, as representatives of the Initial Purchasers. Pursuant to the Registration Rights Agreement, the Company is obligated to file with the Securities and Exchange Commission (the “Commission”) a registration statement with respect to an offer to exchange the Notes for a new issue of debt securities registered under the Securities Act with terms substantially identical to those of the Notes (except for provisions relating to transfer restrictions and payment of additional interest) and to use its commercially reasonable efforts to consummate such exchange offer on the earliest practicable date after the registration statement has been declared effective but in no event later than 365 days after the initial issuance of the Notes. If the Company fails to satisfy its registration obligations under the Registration Rights Agreement, it will be required to pay additional interest to the holders of the Notes.
SUITABILITY STANDARDS
The following disclosure is added to the “Suitability Standards” section of the Prospectus.
Iowa — Investors who reside in the state of Iowa must (i) have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $350,000 (net worth should be determined exclusive of home, auto and home furnishings); and (ii) limit their aggregate investment in this offering and in the securities of other non-traded business development companies (“BDCs”) to 10% of such investor’s liquid net worth (liquid net worth should be determined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities).
PROSPECTUS SUMMARY
The heading entitled “Potential Competitive Advantages” is replaced with “Potential Competitive Strengths.”
The second sentence of the second paragraph under the heading “Share Liquidity Strategy” is deleted in its entirety.
RISK FACTORS
The third sentence the first paragraph of the risk factor entitled “Our shares are not listed, and we do not intend to list our shares, on an exchange, nor are our shares quoted through a quotation system. Therefore, our shareholders will have limited liquidity and may not receive a full return of invested capital (including front-end commissions, fees and expenses), upon selling their shares or upon liquidation of our company” is deleted in its entirety.
BUSINESS
The heading entitled “Potential Competitive Advantages” is replaced with “Potential Competitive Strengths.”
SHARE LIQUIDITY STRATEGY
The second sentence of the first paragraph is deleted in its entirety.
APPENDIX A
The subscription agreement in Appendix A is replaced in its entirety with the subscription agreement attached as Appendix A.