Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 1, 2020 (March 31, 2020)





(Exact name of Registrant as Specified in Its Charter)




Maryland   814-01190   47-5402460
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


399 Park Avenue,
38th Floor
New York, NY
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s Telephone Number, Including Area Code: (212) 419-3000


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)




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 (see General Instructions A.2. below):


¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


x       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))


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    x


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.    o


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   ORCC   The New York Stock Exchange







Item 1.01 Entry Into a Material Definitive Agreement.


On March 31, 2020, Owl Rock Capital Corporation (the “Company”) entered into the Second Amended and Restated Investment Advisory Agreement (the “Restated Advisory Agreement”) with its investment adviser, Owl Rock Capital Advisors LLC (the “Adviser”). The Restated Advisory Agreement is substantially the same as the prior Amended and Restated Investment Advisory  Agreement, except that the management fee payable to the Adviser has been reduced from 1.50% to 1.00% when the Company’s asset coverage ratio, calculated in accordance with Sections 18 and 61 of the Investment Company Act of 1940 is below 200%


The description above is only a summary of the material provisions of the Restated Advisory Agreement and does not purport to be complete and is qualified in its entirety by reference to the provisions in such agreement, a copy of which is attached hereto as Exhibit 10.1.


Item 7.01. Regulation FD Disclosure


On April 1, 2020, Owl Rock Capital Corporation (the “Company”) issued a press release, included herewith as Exhibit 99.1, announcing that on March 31, 2020 the board of directors of the Company (the “Board”), including a “required majority” (as such term is defined in Section 57(o) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, the Company’s asset coverage requirements applicable to senior securities will be reduced from 200% to 150%, effective on March 31, 2021 (unless the Company receives earlier shareholder approval).


On April 1, 2020, the Company issued an Investor Presentation, included herewith as Exhibit 99.2.


The information disclosed under this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits



(d) Exhibits


Exhibit Number   Description
10.1   Second Amended and Restated Investment Advisory Agreement, between Owl Rock Capital Corporation and Owl Rock Capital Advisors, dated March 31, 2020
99.1   Press Release, dated April 1, 2020
99.2   Investor Presentation







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.


  Owl Rock Capital Corporation
April 1, 2020 By:   /s/ Alan Kirshenbaum
    Name: Alan Kirshenbaum
    Title: Chief Operating Officer and Chief Financial Officer