Creates the second largest publicly traded BDC
by total assets
NEW
YORK, Jan. 13, 2025 /PRNewswire/ -- Blue Owl
Capital Corporation (NYSE: OBDC) today announced the closing of its
merger with Blue Owl Capital Corporation III ("OBDE"), with OBDC as
the surviving company. This merger now makes OBDC the second
largest externally-managed, publicly traded BDC by total assets
with $18.6 billion of total assets at
fair value and investments in 232 portfolio companies, on a pro
forma combined basis as of September 30,
2024. The combined company will operate as Blue Owl Capital
Corporation and continue to trade under the ticker "OBDC" on the
New York Stock Exchange.
Craig W. Packer, Chief Executive
Officer of OBDC said, "This merger further enhances OBDC's position
as a market-leading BDC while increasing the diversity of our
combined portfolio and maintaining strong credit quality. We would
like to thank all of our shareholders for their support in the
completion of this transaction. Looking ahead, we will seek to
leverage the combined company's enhanced scale to continue to
deliver attractive risk-adjusted returns in the near term and
across all economic environments."
Upon closing of the merger, OBDE shareholders received 0.9779
shares of OBDC common stock for each share of OBDE common stock
based on the final exchange ratio, in addition to a payment of cash
in lieu of fractional shares. The exchange ratio was determined
based on the closing net asset value per share for OBDC and
OBDE as of January 10, 2025. As a
result of the merger, legacy OBDC shareholders and former OBDE
shareholders own approximately 76% and 24%, respectively, of the
combined company at closing.
In support of the merger, and as previously
announced, OBDC's adviser, Blue Owl Credit Advisors LLC, has
agreed to reimburse $4.25 million of
fees and expenses associated with the merger.
Advisors
BofA Securities and Truist Securities, Inc. served as lead
financial advisors to OBDC. ING Financial Markets LLC and MUFG
Bank, Ltd also acted as co-financial advisors to OBDC. Eversheds
Sutherland (US) LLP served as the legal counsel to the special
committee of OBDC.
Keefe, Bruyette & Woods, A Stifel Company, served as
lead financial advisor to OBDE. SMBC also acted as co-financial
advisor to OBDE. Stradley Ronon
Stevens & Young, LLP served as legal counsel to the
special committee of OBDE.
Kirkland & Ellis LLP served as legal counsel to the
investment advisers of OBDC and OBDE.
About Blue Owl Capital Corporation
Blue Owl Capital Corporation (NYSE: OBDC) is a specialty finance
company focused on lending to U.S. middle-market companies. As of
September 30, 2024, OBDC had
investments in 219 portfolio companies with an aggregate fair value
of $13.4 billion. OBDC has elected to
be regulated as a business development company under the Investment
Company Act of 1940, as amended. OBDC is externally managed by Blue
Owl Credit Advisors LLC, an SEC-registered investment adviser that
is an indirect affiliate of Blue Owl Capital Inc. ("Blue Owl")
(NYSE: OWL) and part of Blue Owl's Credit platform.
Forward-Looking Statements
Some of the statements in this press release constitute
forward-looking statements because they relate to future events,
future performance or financial condition of OBDC or OBDE or the
two-step merger (collectively, the "Mergers") of OBDE with and into
OBDC. The forward-looking statements may include statements as to:
future operating results of OBDC and OBDE and distribution
projections; business prospects of OBDC and OBDE and the prospects
of their portfolio companies; and the impact of the investments
that OBDC and OBDE expect to make. In addition, words such as
"anticipate," "believe," "expect," "seek," "plan," "should,"
"estimate," "project" and "intend" indicate forward-looking
statements, although not all forward-looking statements include
these words. The forward-looking statements contained in this press
release involve risks and uncertainties. Certain factors could
cause actual results and conditions to differ materially from those
projected, including the uncertainties associated with (i) the
expected synergies and savings associated with the Mergers; (ii)
the ability to realize the anticipated benefits of the Mergers,
including the expected accretion to net investment income and the
elimination or reduction of certain expenses and costs due to the
Mergers; (iii) risks related to diverting management's attention
from ongoing business operations; (iv) the risk that shareholder
litigation in connection with the Mergers may result in significant
costs of defense and liability; (v) changes in the economy,
financial markets and political environment; (vi) the impact of
geo-political conditions, including revolution, insurgency,
terrorism or war, including those arising out of the ongoing war
between Russia and Ukraine and the escalated conflict in the
Middle-East, including the
Israel-Hamas conflict, and general uncertainty surrounding the
financial and political stability of the
United States, the United
Kingdom, the European Union and China, on financial market volatility, global
economic markets, and various markets for commodities globally such
as oil and natural gas; (vii) future changes in law or regulations;
(viii) conditions to OBDC's operating areas, particularly with
respect to business development companies or regulated investment
companies; (viii) an economic downturn, elevated interest and
inflation rates, ongoing supply chain and labor market disruptions,
including those as a result of strikes, work stoppages or
accidents, instability in the U.S. and international banking
systems, and the risk of recession or a shutdown of government
services could impact business prospects of OBDC and its portfolio
companies; (ix) the ability of Blue Owl Credit Advisors LLC to
locate suitable investments for the combined company and to monitor
and administer its investments; (x) the ability of Blue Owl Credit
Advisors LLC to attract and retain highly talented professionals;
and (xi) other considerations that may be disclosed from time to
time in OBDC's publicly disseminated documents and filings with the
Securities and Exchange Commission ("SEC"). OBDC has based the
forward-looking statements included in this press release on
information available to them on the date hereof, and they assume
no obligation to update any such forward-looking statements.
Although OBDC undertakes no obligation to revise or update any
forward-looking statements, whether as a result of new information,
future events or otherwise, you are advised to consult any
additional disclosures that they may make directly to you or
through reports that OBDC in the future may file with the SEC,
including the Joint Proxy Statement and the Registration Statement
(each as defined below), annual reports on Form 10-K, quarterly
reports on Form 10-Q and current reports on Form 8-K.
Investor Contact:
BDC Investor Relations
Michael Mosticchio
michael.mosticchio@blueowl.com
Media Contact:
Prosek Partners
Josh Clarkson
pro-blueowl@prosek.com
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SOURCE Blue Owl Capital Corporation
