Item 1.01. Entry into a Material Definitive Agreement.
On September 13, 2024, Blue Owl Credit Income Corp. (the “Company”) completed its offering of $1.0 billion aggregate principal amount of its 5.800% notes due 2030 (the “Notes”). The offering was consummated pursuant to the terms of a purchase agreement (the “Purchase Agreement”), dated September 10, 2024, among the Company and Blue Owl Credit Advisors LLC, on the one hand, and Wells Fargo Securities, LLC, MUFG Securities Americas Inc., RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., 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 persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The Company is relying upon these exemptions from registration based in part on representations made by the Initial Purchasers. The Purchase Agreement also includes customary representations, warranties and covenants by the Company. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchasers against certain liabilities under the Securities Act, or to contribute to payments the Initial Purchasers may be required to make in respect of those liabilities. 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.
On September 13, 2024, the Company completed its offering of the Notes pursuant to the terms of the Purchase Agreement. The net proceeds from the sale of the Notes were approximately $978.2 million, after deducting the fees paid to the Initial Purchasers and estimated offering expenses of approximately $2.5 million, 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 November 2, 2028, and SPV Asset Facility II, which matures on October 5, 2028. Amounts drawn under the Revolver and SPV Asset Facility II bear interest at SOFR plus an applicable margin. As of June 30, 2024, the Company had $1.6 billion outstanding under the Revolver and $995.0 million outstanding under SPV Asset Facility II. Affiliates of certain initial purchasers are lenders under the Revolver and SPV Asset Facility II. 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 and 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 Truist Bank, as successor to Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”), and a Ninth Supplemental Indenture, dated as of September 13, 2024 (the “Ninth Supplemental Indenture” and together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The Notes will mature on March 15, 2030 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 5.800% per year payable semi-annually on March 15 and September 15 of each year, commencing on March 15, 2025. 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, the Company’s 5.500% notes due 2025 of which $500.0 million was outstanding as of June 30, 2024, 3.125% notes due 2026 of which $350.0 million was outstanding as of June 30, 2024, 4.700% notes due 2027 of which $500.0 million was outstanding as of June 30, 2024, 7.750% notes due 2027, of which $600.0 million was outstanding as of June 30, 2024, 7.950% notes due 2028, of which $650.0 million was outstanding as of June 30, 2024, 7.750% notes due 2029, of which $550.0 million was outstanding as of June 30, 2024, 6.600% notes due 2029, of which $500.0 million was outstanding as of June 30, 2024, and 6.650% notes due 2031, of which $750.0 million was outstanding as of June 30, 2024. 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. 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 the Company’s seven special purpose vehicle asset credit facilities, of which approximately $2.7 billion was outstanding as of June 30, 2024, and the Company’s collateralized loan obligation transactions, of which approximately $1.5 billion was outstanding as of June 30, 2024.
