Blue Owl Capital SEC Filings

Blue Owl Capital Corporation (OBDC) announced a definitive merger agreement with Blue Owl Capital Corporation II (OBDC II), with OBDC as the surviving company, subject to shareholder approvals and other customary closing conditions. The merger is expected to close in the first quarter of 2026.

The exchange ratio will be based on OBDC II’s NAV per share divided by the lower of OBDC’s NAV per share or OBDC’s market price per share. Illustrative examples as of September 30, 2025 show 0.5648 using OBDC NAV ($8.41 ÷ $14.89) and 0.5134 using OBDC price ($8.41 ÷ $16.38). Post‑close ownership is illustrated at 88.8%–89.7% for current OBDC shareholders and 11.2%–10.3% for current OBDC II shareholders, depending on whether OBDC trades at or below, or above, NAV.

OBDC’s board also authorized a stock repurchase program of up to $200.0 million of common stock on November 4, 2025, set to terminate on May 4, 2027 unless extended. OBDC plans to file a Form N‑14 registration statement, and OBDC II will file a proxy statement/prospectus for shareholder consideration.

Blue Owl Capital Corporation (OBDC) announced a proposed stock-for-stock merger to acquire Blue Owl Capital Corporation II (OBDC II). Both boards unanimously approved the deal. The exchange ratio will be set at closing based on OBDC II’s NAV per share and either OBDC’s NAV per share or its market price, depending on whether OBDC trades at or below, or above, NAV per share. Illustrations show 0.5648 shares if priced at NAV-for-NAV and 0.5134 shares if priced above NAV, with potential NAV per share accretion in the latter case.

On a pro forma basis, the combined company would have $19.4 billion in total assets and $18.9 billion in investments at fair value across 239 portfolio companies, with 80% senior secured investments and net leverage of 1.17x. The company expects investment-grade ratings from Moody’s, S&P, Fitch and Kroll. The adviser will reimburse 50% of merger fees and expenses, capped at $3 million, if the merger closes.

OBDC’s board approved a $200 million discretionary share repurchase program. Regular dividends are expected to continue through closing; thereafter, subject to board approval, OBDC intends to pay a regular dividend and any supplemental dividends calculated as 50% of NII in excess of the regular dividend. The proxy/registration is expected to be filed in Q4 2025, with closing targeted for Q1 2026, subject to OBDC II shareholder approval and customary conditions.

Blue Owl Capital Corporation (OBDC) announced a merger agreement with Blue Owl Capital Corporation II (OBDC II) using a two-step structure where OBDC II first becomes a wholly owned subsidiary and then merges into OBDC, which remains the surviving company. Each OBDC II common share will convert into OBDC common stock based on an exchange ratio tied to each company’s net asset value as of a mutually agreed Determination Date, with cash paid in lieu of fractional shares.

The deal is intended to qualify as a tax-free “reorganization” under Section 368(a) and is subject to conditions, including OBDC II shareholder approval, effectiveness of a Form N‑14 registration statement, required regulatory approvals (including HSR), absence of certain legal impediments, and no material adverse effect. Closing is expected in the first quarter of 2026, with a termination right if not completed by November 5, 2026. If consummated, the adviser will reimburse up to $3,000,000 of combined transaction expenses.

Separately, OBDC’s board approved a new share repurchase program authorizing up to $200 million of common stock repurchases via open‑market transactions, expiring 18 months from approval unless extended.

Blue Owl Capital Corporation (OBDC) agreed to merge with Blue Owl Capital Corporation II (OBDC II) in a two-step transaction where a wholly owned OBDC subsidiary merges into OBDC II, followed by OBDC II merging into OBDC, with OBDC surviving. Each OBDC II share will convert into OBDC common stock based on an Exchange Ratio set from each company’s NAV calculated as of a mutually agreed Determination Date no earlier than 48 hours before closing.

The deal is targeted to close in the first quarter of 2026, subject to OBDC II shareholder approval, effectiveness of an N-14 registration statement, required regulatory clearances including HSR, absence of certain legal impediments, accuracy of representations and compliance with covenants, and tax opinions confirming Section 368(a) reorganization treatment. If completed, the adviser will reimburse up to $3,000,000 of combined transaction fees, and certain other fees will be shared as specified.

Separately, the board approved a new $200 million share repurchase program, with purchases at management’s discretion and a term of 18 months from November 4, 2025, unless extended.

Blue Owl Capital Corporation (OBDC) filed its 10-Q, detailing a broad portfolio of debt and equity investments across multiple industries and regions as of September 30, 2025. The portfolio spans first lien senior secured loans, second lien loans, delayed draw term loans, and revolving credit facilities, alongside selected equity positions.

Holdings are listed across sectors including Aerospace, Business Services, Consumer, Healthcare Equipment & Services, Healthcare Providers & Services, Healthcare Technology, Internet Software & Services, Manufacturing, Insurance, and more. Examples named in the filing include first lien facilities to companies such as Ping Identity Holding Corp., Pye‑Barker Fire & Safety, LLC, and Sonny’s Enterprises, LLC, as well as equity interests like Space Exploration Technologies Corp. Class A and Class C common stock.

The company also lists derivative positions, including interest rate swaps tied to the 2027, 2029, and 2030 notes, and foreign currency forward contracts associated with exposures in EUR, GBP, and AUD. These references outline financing terms and risk management instruments included in the period’s disclosures.

Blue Owl Capital Corporation disclosed an amendment to a loan and servicing agreement: Amendment No. 8 to the Loan and Servicing Agreement dated August 15, 2025. The amendment names the borrower as ORCC III Financing LLC, the equityholder as Blue Owl Capital Corporation, the collateral manager as Blue Owl Credit Advisors LLC, agent as Société Générale, and collateral agent/custodian as State Street Bank and Trust Company. The filing shows the amendment was executed and the document is signed by Jonathan Lamm, identified as Chief Financial Officer and Chief Operating Officer, with a signature date of August 18, 2025. The filing text contains no financial terms, amendment details, or effects on obligations disclosed.

Logan Nicholson, President of Blue Owl Capital Corp (OBDC), reported purchases of the company’s common stock on 08/15/2025. The filing shows two open-market purchases at a price of $14.1863 per share: 850 shares and 14,703 shares, for a total of 15,553 shares acquired. After these transactions, Mr. Nicholson directly beneficially owns 30,032 shares and indirectly owns 19,968 shares through The Logan Nicholson Living Trust. The Form 4 was signed on behalf of Mr. Nicholson by Karen Hager under a previously filed power of attorney.