Blue Owl Capital Corporation II Confirms Receipt of Unsolicited Minority Tender Offer from Cox and Saba at Discount to NAV
Rhea-AI Summary
Blue Owl Capital Corporation II (NYSE:OWL) confirmed receipt of an unsolicited minority tender offer from Cox and Saba for up to 8,000,000 shares (under 7% outstanding) at a price > 30% below NAV. The Board will evaluate the offer and advise shareholders.
OBDC II said shareholders are expected to receive payments equal to 50% or more of net assets in 2026, including a 30% return of capital distribution of $2.50 per share payable on or before March 31, 2026. Company liquidity: ~$447 million and net debt-to-equity 0.52x; annualized returns since inception 9.1%.
Positive
- Special cash distribution of $2.50 per share
- Planned return of >=50% of net assets to shareholders in 2026
- Immediate 30% return of capital scheduled by March 31, 2026
- Strong liquidity of ~$447 million and undrawn debt capacity
- Conservative leverage: net debt-to-equity 0.52x
- Annualized returns since inception: 9.1%
Negative
- Unsolicited tender offer priced >30% below NAV
- Offer covers only up to 8,000,000 shares (~7%)
- Shareholders who sell would forfeit participation in future capital returns
- Return of capital distribution reduces reported NAV per share by $2.50
News Market Reaction – OWL
In the Mar 6 session, OWL declined 5.09%, reflecting a notable negative market reaction. Argus tracked a trough of -3.1% from its starting point during tracking. Our momentum scanner triggered 21 alerts that day, indicating elevated trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Mar 05 | Large loan financing | Positive | +0.8% | Wingspire unit arranged $45M equipment loan within $135M secured facility. |
| Mar 04 | Industry awards | Positive | +0.7% | Blue Owl received seven 2025 PERE and Infrastructure Investor awards. |
| Mar 03 | Biotech earnings | Negative | -3.8% | Scholar Rock reported large 2025 net loss with no revenue and funding needs. |
| Feb 18 | BDC earnings | Neutral | -5.9% | Blue Owl Technology Finance posted 2025 results with new $300M repurchase plan. |
| Feb 18 | BDC earnings | Neutral | -5.9% | Blue Owl Capital Corporation reported Q4 2025 NII, slight NAV decline and buybacks. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent OWL-related headlines with positive or strategic content have often seen aligned price reactions, while some earnings updates for affiliated vehicles coincided with notable negative moves.
Over the past few weeks, Blue Owl-related entities reported several developments. On Mar 5, 2026, Wingspire Equipment Finance closed a $45 million equipment term loan as part of a larger $135 million facility, and OWL rose 0.77%. On Mar 4, 2026, Blue Owl received seven 2025 PERE and Infrastructure Investor awards and gained 0.68%. Earlier, on Feb 18, 2026, Blue Owl Technology Finance and Blue Owl Capital Corporation reported year-end 2025 results, with both associated tickers falling 5.93%, highlighting sensitivity around earnings updates compared with generally constructive reactions to positive corporate milestones.
Key Terms
tender offer financial
net asset value financial
return of capital financial
leveraged loan indices financial
net annualized total return financial
net debt‑to‑equity financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
OBDC II Shareholders are Not Required to Take Any Action
The Board of Directors (the "Board") of OBDC II will carefully review and evaluate Cox and Saba's offer to determine the course of action it believes is in the best interests of OBDC II shareholders.
The Board will evaluate the offer using key facts and considerations that are expected to include:
- The Board is already taking specific significant action to return capital to OBDC II shareholders.
- OBDC II shareholders are expected to receive payments equal to
50% or more of the Company's net assets2 in 2026. This includes a30% return of capital distribution at NAV2 to be paid on or before March 31, 2026. - In addition to the regular monthly dividend, OBDC II will prioritize additional return of capital distributions to shareholders on a quarterly basis of
5% or more. - Shareholders who choose to participate in Cox and Saba's offer will receive significantly less than the current NAV of their investment and will not be able to participate in OBDC II's future returns of capital.
- OBDC II has delivered
9.1% annualized returns2 since inception, consistently outperforming the leveraged loan indices.
OBDC II shareholders are not required to take any action. While the Board is evaluating the offer, Blue Owl remains focused on maximizing value for all shareholders of OBDC II and protecting their interests through the disciplined execution of its investment strategy. OBDC II will advise shareholders of the Board's recommendation on the unsolicited tender offer in due course.
Additional OBDC II Updates
OBDC II is using a portion of the proceeds from the previously announced February loan asset sale to make a special cash return of capital distribution equivalent to
1 Based on OBDC II's reported NAV per share as of February 24, 2026, less the return of capital distribution of | |
2 As of December 31, 2025. |
About Blue Owl Capital Corporation II
Blue Owl Capital Corporation II ("OBDC II") is a specialty finance company focused on lending to
Forward Looking Statements
Some of the statements contained herein may include "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements, other than historical facts, including but not limited to statements regarding the expected timing and terms of the unsolicited third-party tender offer (the "Unsolicited Tender Offer") to be commenced by Cox Capital Partners, Saba Capital Management, L.P. and their respective affiliates (collectively, the "Offerors"), the plans and expectations of Blue Owl Capital Corporation II ("OBDC II") related thereto and any assumptions underlying any of the foregoing, are forward-looking statements. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "remains," "could," "project," "predict," "continue," "target" or other similar words or expressions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove to be incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. These statements are not guarantees of future results and are subject to risks, uncertainties and other factors, some of which are beyond the control of the OBDC II and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements including, without limitation, the risks, uncertainties and other factors identified in the OBDC II filings with the SEC. Investors should not place undue reliance on these forward-looking statements, which apply only as of the date on which OBDC II makes them. OBDC II does not undertake any obligation to update or revise any forward-looking statements or any other information contained herein, except as required by applicable law.
Additional Information and Where to Find It
The Unsolicited Tender Offer referenced herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of OBDC II or any other securities, nor is it a substitute for the tender offer materials that the Offerors will file with the SEC. The terms and conditions of the Unsolicited Tender Offer will be published in, and the offer to purchase shares of OBDC II will be made only pursuant to, the offer documents and related offer materials prepared by the Offerors and filed with the SEC in a tender offer statement on Schedule TO at the time the tender offer is commenced. OBDC II intends to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the Unsolicited Tender Offer.
THE OFFERORS' TENDER OFFER MATERIALS AND OUR SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF OBDC II ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY, AND NOT THIS DOCUMENT, WILL GOVERN THE TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES INTO THE UNSOLICITED TENDER OFFER. The Offerors' tender offer materials, including the offer to purchase and the related letter of transmittal and certain other tender offer documents, and the solicitation/recommendation statement (when they become available) and other documents filed with the SEC by the Offerors or OBDC II, may be obtained free of charge at the SEC's website at www.sec.gov or by directing requests to OBDC II and the relevant persons to be outlined in our solicitation/recommendation statement (when it becomes available).
Investor Contact:
BDC Investor Relations
Michael Mosticchio
credit-ir@blueowl.com
Media Contact:
media@blueowl.com
View original content:https://www.prnewswire.com/news-releases/blue-owl-capital-corporation-ii-confirms-receipt-of-unsolicited-minority-tender-offer-from-cox-and-saba-at-discount-to-nav-302707103.html
SOURCE Blue Owl Capital Corporation II