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  4. [8-K] Blue Owl Capital Corp Reports Material Event

Blue Owl Capital (NYSE: OBDC) issues $400M 6.300% notes due 2031

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Blue Owl Capital Corporation has issued $400,000,000 of 6.300% notes due August 15, 2031 under an Eleventh Supplemental Indenture with Deutsche Bank Trust Company Americas. The notes are unsecured obligations, pay interest semiannually starting February 15, 2027, and can be redeemed at the company’s option.

The company expects to use net proceeds to pay down existing debt, including borrowings under its senior secured revolving credit facility and its 3.400% notes due July 15, 2026. A change of control combined with a below-investment-grade rating would trigger a repurchase offer at 100% of principal plus accrued interest.

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Insights

$400M 2031 notes refinance nearer-term Blue Owl debt.

Blue Owl Capital Corporation issued $400,000,000 of 6.300% unsecured notes maturing on August 15, 2031. Proceeds are expected to pay down its revolving credit facility and 3.400% notes due July 15, 2026, extending the company’s debt maturity profile.

The new notes carry a fixed 6.300% coupon versus floating-rate revolver borrowings tied to term SOFR plus margins of up to 1.775% or an alternative base rate plus up to 0.775%, and a lower 3.400% rate on the July 2026 notes. Actual interest cost impact will depend on amounts repaid.

Investor protections include covenants tied to Investment Company Act leverage limits and a change of control repurchase event tied to below-investment-grade ratings from Fitch, Moody’s and S&P. Future company filings can show how much revolver and July 2026 note debt is retired using these proceeds.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Notes issued $400,000,000 aggregate principal amount 6.300% notes due August 15, 2031
Coupon rate 6.300% per year Interest on 2031 notes, paid semiannually
Maturity date August 15, 2031 Stated maturity of new notes
Par call date July 15, 2031 Date from which redemption at 100% is allowed
July 2026 notes coupon 3.400% per year Existing notes maturing July 15, 2026
Revolver SOFR margin up to 1.775% Margin over term SOFR on 2029 commitments
Revolver ABR margin up to 0.775% Margin over alternative base rate on 2029 commitments
Revolver 2027 tranche size $50 million commitments Commitments maturing August 26, 2027
Eleventh Supplemental Indenture regulatory
"entered into an Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”)"
Revolving Credit Facility financial
"existing indebtedness under its senior secured revolving credit facility (the “Revolving Credit Facility”)"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
change of control repurchase event financial
"upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating"
A change of control repurchase event happens when a company is sold or otherwise taken over and that sale triggers contractual rights for holders of stock, options, or debt to force the company to buy their securities back for cash. Think of it like a lease that lets the tenant cash out when the building is sold: it gives certain investors a predictable exit price and timeline. This matters because it can change who owns the company, alter cash on hand, affect future returns and dilution, and influence how attractive a takeover or investment looks.
Registration Statement on Form N-2 regulatory
"offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-280593)"
A registration statement on Form N-2 is the official filing a closed-end or certain other registered investment fund submits to regulators when offering shares to the public; it combines the prospectus and detailed disclosure about the fund’s strategy, fees, risks, managers and financials. Investors use it like a full product label or instruction manual to understand what they’re buying, how the fund will be run, the costs involved and the main risks before investing.
par call date financial
"prior to July 15, 2031 (one month prior to the maturity date of the Notes) (the “Par Call Date”)"
The par call date is the specific time when a company can choose to pay back a bond or debt in full at its original value, known as the face amount or par value. It matters to investors because it indicates when the issuer might repay the debt early, potentially affecting investment plans or expected income. Think of it like a fixed date when a loan can be fully settled, giving investors clarity on when they might get their money back.
Understanding 8-K Material Events →
0001655888FALSE00016558882026-05-182026-05-18

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): May 18, 2026
BLUE OWL CAPITAL CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Maryland814-0119047-5402460
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
399 Park Avenue
New York, NY
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 (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 shareOBDCThe New York Stock Exchange


Item 1.01 Entry into a Material Definitive Agreement
On May 21, 2026, Blue Owl Capital Corporation (the “Company”) and Deutsche Bank Trust Company Americas (the “Trustee”), entered into an Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”) to the Indenture, dated as of April 10, 2019, between the Company and the Trustee (the “Base Indenture”, and together with the Eleventh Supplemental Indenture, the “Indenture”), relating to the Company’s $400,000,000 aggregate principal amount of its 6.300% notes due 2031 (the “Notes”).
The Notes will mature on August 15, 2031, and prior to July 15, 2031 (one month prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of  (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 35 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
The Notes bear interest at a rate of 6.300% per year payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2027. The Notes are direct, general unsecured obligations of the Company.
The Company expects to use the net proceeds of this offering to pay down its existing outstanding indebtedness, including existing indebtedness under its senior secured revolving credit facility (the “Revolving Credit Facility”) and/or its 3.400% notes due 2026 (the “July 2026 Notes”). Amounts drawn under the Revolving Credit Facility with respect to the commitments maturing on November 22, 2029 bear interest at either (i) term SOFR plus any applicable credit adjustment spread and an applicable margin of up to 1.775% (and 2.00% with respect to the commitments maturing on August 26, 2027) per annum or (ii) the “alternative base rate” (as defined in the agreements governing the Revolving Credit Facility) plus an applicable margin of up to 0.775% (and 1.00% with respect to the commitments maturing on August 26, 2027) per annum. The Revolving Credit Facility matures on August 26, 2027, with respect to $50 million of commitments and on November 22, 2029, with respect to the remaining commitments. The July 2026 Notes mature July 15, 2026, and bear interest at a rate of 3.400% per year, payable semi-annually on January 15 and July 15 of each year. 
The Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.
In addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Fitch Ratings, Moody’s Investor Services, Inc. and S&P Global Ratings), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of purchase.
The Notes were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-280593) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated May 18, 2026, a final prospectus supplement dated May 18, 2026, and the pricing term sheet dated May 18, 2026. The transaction closed on May 21, 2026.
The foregoing descriptions of the Base Indenture, Eleventh Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Eleventh


Supplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein.
Item 8.01. Other Events
On May 18, 2026, the Company entered into an underwriting agreement (the “Underwriting Agreement”) by and among the Company, Blue Owl Credit Advisors LLC (the “Adviser”) and RBC Capital Markets, LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, SMBC Nikko Securities America, Inc. and TD Securities (USA) LLC, as the representatives of the several underwriters listed in Schedule 1 thereto (the “Underwriters”), in connection with the issuance and sale of the Notes (the “Offering”).
The Offering was made pursuant to the Company’s effective shelf registration statement on Form N-2 (Registration No. 333 280593) previously filed with the U.S. Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated May 18, 2026, a final prospectus supplement dated May 18, 2026 and a pricing term sheet dated May 18, 2026.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement filed with this report as Exhibit 1.1 and which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number
 
Description
1.1
Underwriting Agreement, dated May 18, 2026, by and among the Company, the Adviser and the Underwriters.
4.1
Indenture, dated April 10, 2019, between Owl Rock Capital Corporation and Wells Fargo Bank, National Association (incorporated by reference to Exhibit (d)(2) to Pre-Effective Amendment No. 1 to the Company’s Registration Statement on Form N-2 (File No. 333-233186) filed on September 20, 2019).
4.2
Eleventh Supplemental Indenture, dated as of May 21, 2026, between Blue Owl Capital Corporation and and Deutsche Bank Trust Company Americas, as Trustee.
4.3
Form of 6.300% Note Due 2031 (included as part of Exhibit 4.2).
5.1
Opinion of Eversheds Sutherland (US) LLP.
23.1
Consent of Eversheds Sutherland (US) LLP (included as part of Exhibit 5.1).
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.
Blue Owl Technology Income Corp.
May 21, 2026By:/s/ Jonathan Lamm
Name: Jonathan Lamm
Title: Chief Operating Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Blue Owl Capital Corporation (OBDC) announce in this 8-K?

Blue Owl Capital Corporation announced an Eleventh Supplemental Indenture for $400,000,000 of 6.300% notes due 2031. These unsecured notes were issued under an existing indenture and sold via an underwriting agreement to institutional investors under an effective shelf registration statement on Form N-2.

What are the key terms of Blue Owl Capital Corporation’s 6.300% notes due 2031?

The notes have a 6.300% annual interest rate, payable semiannually each February 15 and August 15 starting in 2027. They mature on August 15, 2031, are direct unsecured obligations, and include optional redemption provisions and a change of control repurchase feature at 100% of principal plus accrued interest.

How does Blue Owl Capital Corporation plan to use the $400,000,000 note proceeds?

The company expects to use the net proceeds to pay down existing indebtedness. This includes borrowings under its senior secured revolving credit facility and its 3.400% notes due July 15, 2026, thereby refinancing and extending a portion of its current debt obligations into 2031.

What are the redemption terms for Blue Owl Capital Corporation’s new notes?

Before July 15, 2031, the company may redeem notes at the greater of a make-whole amount or 100% of principal, plus accrued interest. On or after that date, it may redeem at 100% of principal plus accrued interest, allowing flexible repayment as maturity approaches.

What triggers the change of control repurchase for Blue Owl Capital Corporation’s notes?

A change of control repurchase event occurs if there is both a change of control and a below investment grade rating of the notes by Fitch Ratings, Moody’s and S&P. In that case, the company must offer to purchase the notes at 100% of principal plus accrued interest.

How is Blue Owl Capital Corporation’s revolving credit facility structured?

The revolving credit facility has $50 million of commitments maturing August 26, 2027 and remaining commitments maturing November 22, 2029. Borrowings bear interest at term SOFR plus up to 1.775% or an alternative base rate plus up to 0.775%, with higher margins on the 2027 tranche.

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