SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 6, 2021 (June 30, 2021)
OWL ROCK CAPITAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
|(State or Other Jurisdiction
|(Commission File Number)||(IRS Employer|
|399 Park Avenue,
New York, NY
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s Telephone Number, Including Area Code: (212) 419-3000
(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)
¨ 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 ¨
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. ¨
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.
Effective as of June 30, 2021, capital commitments to Sebago Lake LLC (“Sebago Lake”) were increased to an aggregate of $371,500,000. In connection with this change, Owl Rock Capital Corporation (the “Company”) increased its economic ownership to 87.5% from 50.0% and The Regents of the University of California (“Regents”) transferred its remaining economic interest of 12.5% to Nationwide Life Insurance Company.
Sebago Lake, a Delaware limited liability company, was formed in 2017 as a joint venture between the Company and Regents to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. There will be no changes to Sebago Lake's investment strategy following these actions. Effective June 30, 2021, Sebago Lake will be managed by the Company and Nationwide (together, the “Members”), each of which have equal voting rights. Investment decisions must be approved by each of the Members.
Item 2.03. Creation of a Direct Financial Obligation.
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 – Financial Statements and Exhibits
|10.1||Second Amendment to Amended and Restated Limited Liability Company Agreement of Sebago Lake LLC, dated June 30, 2021, by and between Owl Rock Capital Corporation and The Regents of the University of California.|
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|
|July 6, 2021||By:||/s/ Alan Kirshenbaum|
|Title:||Chief Operating Officer and Chief Financial Officer|