Item 1.02. Termination of Material Definitive Agreement.
On June 22, 2022, Owl Rock Core Income Corp., a Maryland corporation (the “Company”) and Owl Rock Feeder FIC ORCIC Debt LLC, a Delaware limited liability company (the “Lender”), an affiliate of Owl Rock Capital Advisors, LLC (the “Adviser”), entered into a Termination Agreement (the “Termination Agreement”) pursuant to which the Amended and Restated Loan Agreement, dated May 12, 2021 (as amended from time to time, the “Loan Agreement”), between the Company and the Lender was terminated.
Pursuant to the Loan Agreement, through February 27, 2023, the Lender agreed to lend to the Company the principal sum of up to $250 million pursuant to a revolving promissory note (the “Promissory Notes”).
The interest rate on amounts borrowed pursuant to the Promissory Notes after March 8, 2022 was based on the lesser of the rate of interest for a SOFR Loan or an ABR Loan under the Credit Agreement dated as of December 7, 2021, as amended or supplemented from time to time, by and among Blue Owl Finance LLC, as Borrower, Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP as Parent Guarantors, the Subsidiary Guarantors party thereto, Bank of America, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents and MUFG Bank, Ltd., as Administrative Agent.
The interest rate on amounts borrowed pursuant to Promissory Notes, prior to May 12, 2021, was based on either the rate of interest for a LIBOR-Based Advance or the rate of interest for a Prime-Based Advance as defined in the Loan and Security Agreement, dated as of February 20, 2020, as amended from time to time, by and among the Adviser, as borrower, East West Bank, as Administrative Agent, Issuing Lender, Swingline Lender and a Lender and Investec Bank PLC as a Lender.
The interest rate on amounts borrowed pursuant to the Promissory Notes from May 12, 2021 through March 8, 2022 was based on the lesser of the rate of interest for an ABR Loan or a Eurodollar Loan under the Credit Agreement dated as of April 15, 2021, as amended or supplemented from time to time, by and among the Adviser, as borrower, the several lenders from time to time party thereto, MUFG Union Bank, N.A., as Collateral Agent and MUFG Bank, Ltd., as Administrative Agent.
The unpaid principal balance of the Promissory Notes and accrued interest thereon was payable by the Company from time to time at the discretion of the Company but immediately due and payable upon 120 days written notice by the Lender, and in any event due and payable in full no later than February 28, 2023.
Upon execution of the Termination Agreement there were no amounts outstanding pursuant to the Loan Agreement or the Promissory Notes.
Item 3.02. Unregistered Sale of Equity Securities.
As of June 1, 2022, Owl Rock Core Income Corp. (the “Company,” “we” or “us”) sold approximately 1,132,784 unregistered shares of its Class I common stock (with the final number of shares being determined on June 22, 2022) to feeder vehicles primarily created to hold the Company’s Class I shares for gross proceeds of approximately $10 million. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”).
Item 8.01. Other Events.
Status of the Offering
The Company is currently publicly offering on a continuous basis up to $7.5 billion in Shares (the “Offering”). As of June 1, 2022, the Company has raised total gross proceeds of approximately $4.1 billion relating to the issuance of shares of Class S, Class D and Class I common stock (the “Shares”). As of June 1, 2022, the Company has issued approximately 154,260,987 shares of its Class S common stock, approximately 38,744,127 shares of its Class D common stock, and approximately 235,943,292 shares of its Class I common stock in its public offering, and has raised total gross proceeds of approximately $1.4 billion, approximately $360 million, and approximately $2.2 billion, respectively, including seed capital of $1,000 contributed by Owl Rock Capital Advisors LLC (the “Adviser”) in September 2020 and approximately $25.0 million in gross proceeds raised from Owl Rock Feeder FIC ORCIC Equity LLC, an entity affiliated with the Adviser. In addition, the Company has issued approximately 8,578,458 shares of its Class I common stock in the Private Offering and raised gross proceeds of approximately $79 million.
