UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 25, 2022
OWL ROCK CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Maryland | 814-01190 | 47-5402460 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 399 Park Avenue 38th Floor New York, New York |
10022 | |
| (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:
| ☐ | 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
On March 25, 2022 (the “Amendment Date”), ORCC Financing II LLC (“ORCC Financing II”), a subsidiary of Owl Rock Capital Corporation (the “Company”), entered into Amendment No. 7 (the “Amendment” and the facility as amended, the “Secured Credit Facility”), which amended that certain Credit Agreement, dated as of May 22, 2018 as amended by the amendments dated as of October 10, 2018, dated as of December 20, 2018, dated as of May 30, 2019, dated as of November 22, 2019, dated as of March 17, 2020 and dated as of July 8, 2021, by and among ORCC Financing II, as Borrower, the lenders from time to time parties thereto (the “Lenders”), Natixis, New York Branch, as administrative agent, State Street Bank and Trust Company as collateral agent, collateral administrator and collateral custodian and Cortland Capital Market Services LLC as document custodian. Among other changes, the Amendment amends the Secured Credit Facility to: (i) change the interest rate for amounts drawn in U.S. dollars (a) with respect to Revolving Loans, for the period prior to the Reinvestment Period End Date from LIBOR plus a spread of 2.20% to Term SOFR plus a spread of 2.30%, (b) with respect to Revolving Loans, for the period after the Reinvestment Period End Date, from LIBOR plus a spread ranging from 2.35-2.50% to Term SOFR plus a spread of 2.55%, (c) with respect to Term Loans, for the period prior to the Reinvestment Period End Date from LIBOR plus a spread of 2.25% to Term SOFR plus a spread of 2.30% and (d) with respect to Term Loans, for the period after the Reinvestment Period End Date, from LIBOR plus a spread ranging from 2.40-2.55% to Term SOFR plus a spread of 2.55%, (ii) extend the reinvestment period from April 17, 2022 to April 22, 2023, (iii) extend the stated maturity from December 22, 2028 to December 22, 2029 and (iv) convert the benchmark rate of the facility from LIBOR to term SOFR.
Borrowings of ORCC Financing II are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.
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
(d) Exhibits:
| 10.1 |
SIGNATURES
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 | ||||||
| Date: March 30, 2022 | By: | /s/ Jonathan Lamm | ||||
| Jonathan Lamm Chief Operating Officer and Chief Financial Officer | ||||||