STOCK TITAN

Blue Owl Capital (NYSE: OWL) sells $750M 6.75% notes due 2036

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Blue Owl Capital Inc. (OWL), through its indirect subsidiary Blue Owl Finance LLC, completed an offering of $750,000,000 aggregate principal amount of 6.750% Senior Notes due 2036. The notes were issued under an existing indenture and are registered under an automatically effective Form S-3ASR shelf registration.

The notes are unsecured and unsubordinated obligations of the issuer and are fully and unconditionally guaranteed, on a joint and several basis, by multiple direct and indirect subsidiaries of Blue Owl Capital Inc. The guarantees are also unsecured and unsubordinated. The notes bear interest at 6.750% per annum from August 18, 2026, payable semi-annually on February 18 and August 18 of each year, starting February 18, 2027, and mature on August 18, 2036, unless earlier redeemed or repurchased.

The issuer may redeem some or all of the notes at a make-whole redemption price, with a par redemption price of 100% plus accrued interest applying to redemptions on or after May 18, 2036. Upon a change of control repurchase event, holders can require repurchase at 101% of principal plus accrued interest. The indenture includes covenants limiting certain secured indebtedness and fundamental transactions, and provides customary events of default with acceleration rights for the trustee or holders of at least 25% in aggregate principal amount of the notes, and automatic acceleration upon specified bankruptcy or insolvency events.

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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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
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.
Senior Notes Offering Size $750,000,000 Aggregate principal amount of 6.750% Senior Notes due 2036 issued by Blue Owl Finance LLC
Coupon Rate 6.750% per annum Interest rate on the Senior Notes, accruing from August 18, 2026
Maturity Date August 18, 2036 Stated maturity of the 6.750% Senior Notes
Par Call Date May 18, 2036 From this date, notes redeemable at 100% of principal plus accrued interest
Change of Control Repurchase Price 101% of principal amount Cash repurchase price plus accrued interest if a change of control repurchase event occurs
Acceleration Threshold 25% in aggregate principal amount Minimum outstanding notes holders needed to declare notes due upon an event of default
Registration Statement Number 333-279546 Form S-3ASR automatic shelf registration under which the notes are registered
make-whole redemption price financial
"redeemed at the Issuer’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, at the make-whole redemption price"
The make-whole redemption price is the amount an issuer pays to buy back debt early that compensates bondholders for the interest they will miss out on. It is usually calculated by taking the present value of the remaining scheduled payments, discounted at a specified rate (often a Treasury yield plus a spread), sometimes with a small premium — like refunding a prepaid service by reimbursing the remaining value today. It matters because it determines how much bondholders receive if the debt is called and affects the issuer’s cost of early repayment.
change of control repurchase event financial
"If a change of control repurchase event occurs, the Notes are subject to repurchase by the Issuer"
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.
Senior Notes financial
"completed an offering of $750,000,000 aggregate principal amount of its 6.750% Senior Notes due 2036"
Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.
automatically effective shelf registration statement regulatory
"registered under the Securities Act of 1933, as amended, by an automatically effective shelf registration statement on Form S-3ASR"
A registration statement filed with securities regulators that becomes effective immediately upon filing, allowing a company to register a pool of securities in advance and sell some or all later without waiting for additional approval. Think of it like an approved, reusable credit line: it gives management quick, on-demand access to raise money but can dilute existing shareholders and signal changes in capital plans, so investors watch its size and timing closely.
events of default financial
"The Indenture also provides for customary events of default and further provides that the Trustee or the holders"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

What type of debt did BLUE OWL CAPITAL INC. (OWL) issue on August 18, 2026?

Blue Owl, through Blue Owl Finance LLC, issued $750,000,000 of 6.750% Senior Notes due 2036. These notes are unsecured, unsubordinated obligations and are fully and unconditionally guaranteed on a joint and several basis by multiple Blue Owl subsidiaries.

What is the interest rate and payment schedule on OWL’s new 2036 senior notes?

The notes carry a fixed interest rate of 6.750% per annum, accruing from August 18, 2026. Interest is payable semi-annually in arrears on February 18 and August 18 each year, beginning February 18, 2027, until the notes mature or are earlier redeemed.

When do BLUE OWL CAPITAL INC. (OWL) 6.750% Senior Notes mature and can they be redeemed early?

The notes mature on August 18, 2036. The issuer may redeem them in whole or in part at a make-whole redemption price, or at 100% of principal plus accrued interest for redemptions on or after May 18, 2036, three months before maturity.

Are OWL’s 6.750% Senior Notes secured and who guarantees them?

The notes are unsecured and unsubordinated obligations of Blue Owl Finance LLC. They are fully and unconditionally guaranteed, jointly and severally, by several direct and indirect subsidiaries of Blue Owl Capital Inc., whose guarantees are also unsecured and unsubordinated.

What protection do OWL noteholders have in a change of control or default scenario?

If a change of control repurchase event occurs, holders can require repurchase at 101% of principal plus accrued interest. The indenture also provides customary events of default, allowing acceleration by the trustee or holders of at least 25% of the outstanding notes.

Under what registration did BLUE OWL CAPITAL INC. (OWL) issue the 6.750% notes?

The notes were issued under an automatically effective shelf registration statement on Form S-3ASR (Registration No. 333-279546). This registration allows Blue Owl to offer the notes to investors without a separate, long-form registration for this specific issuance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
false 0001823945 0001823945 2026-08-18 2026-08-18
 
 

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): August 18, 2026

 

 

BLUE OWL CAPITAL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39653   86-3906032

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

399 Park Avenue, New York, NY 10022

(address of principal executive offices)

(212) 419-3000

(Registrant’s telephone number, including area code)

 

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Class A Shares   OWL   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 

 
 


Item 1.01.

Entry into a Material Definitive Agreement.

The information required by this Item 1.01 is included in Item 2.03 and is incorporated herein by reference.

 

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 18, 2026, Blue Owl Finance LLC (the “Issuer”), an indirect subsidiary of Blue Owl Capital Inc. (the “Company”), and the Company, Blue Owl Capital GP Holdings LLC, Blue Owl Capital GP LLC, Blue Owl Capital Holdings LP, Blue Owl Capital Carry LP, Blue Owl Capital Group LLC, Blue Owl GPSC Holdings LLC, Blue Owl Capital GP Holdings LP, Blue Owl GP Stakes GP Holdings LLC, Blue Owl Real Estate Holdings LP, Blue Owl Real Estate GP Holdings LLC and Blue Owl Capital Holdings LLC, each a direct or indirect subsidiary of the Company (collectively, the “Guarantors”), completed an offering of $750,000,000 aggregate principal amount of its 6.750% Senior Notes due 2036 (the “Notes”), pursuant to an indenture dated as of April 18, 2024 (the “Base Indenture”), as supplemented by the second supplemental indenture (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), with Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes have been registered under the Securities Act of 1933, as amended, by an automatically effective shelf registration statement on Form S-3ASR (Registration No. 333-279546) filed with the U.S. Securities and Exchange Commission on May 20, 2024.

The Notes bear interest at a rate of 6.750% per annum accruing from August 18, 2026. Interest is payable semi-annually in arrears on February 18 and August 18 of each year, commencing on February 18, 2027. The Notes will mature on August 18, 2036, unless earlier redeemed or repurchased. The Notes are unsecured and unsubordinated obligations of the Issuer. The Notes are fully and unconditionally guaranteed (the “Guarantees”), jointly and severally, by each of the Guarantors. The Guarantees are unsecured and unsubordinated obligations of the Guarantors. All or a portion of the Notes may be redeemed at the Issuer’s option in whole, at any time, or in part, from time to time, prior to their stated maturity, at the make-whole redemption price set forth in the Notes; provided, however, that if the Issuer redeems any Notes on or after May 18, 2036 (the date falling three months prior to their stated maturity), the redemption price for the Notes will be equal to 100% of the principal amount of the Notes redeemed, in each case, plus accrued and unpaid interest, if any, to, but excluding the date of redemption. If a change of control repurchase event occurs, the Notes are subject to repurchase by the Issuer at a repurchase price in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus any accrued and unpaid interest, if any, to, but excluding, the date of repurchase.

The Indenture includes covenants, including limitations on the Issuer’s and the Guarantors’ ability to, subject to exceptions, incur indebtedness secured by liens on voting stock or profit participating equity interests of their subsidiaries or merge, consolidate or sell, transfer or lease assets. The Indenture also provides for customary events of default and further provides that the Trustee or the holders of not less than 25% in aggregate principal amount of the outstanding Notes may declare the Notes immediately due and payable upon the occurrence and during the continuance of any event of default after expiration of any applicable grace period. In the case of specified events of bankruptcy, insolvency, receivership or reorganization, the principal amount of the Notes and any accrued and unpaid interest on the Notes automatically will become due and payable.

The preceding is a summary of the terms of the Indenture and the Notes, and is qualified in its entirety by reference to the Base Indenture attached hereto as Exhibit 4.1, the Second Supplemental Indenture attached hereto as Exhibit 4.2 and the form of the Notes attached hereto as Exhibit 4.3, each of which is incorporated herein by reference as though they were fully set forth herein.


Item 8.01.

Other Events.

Underwriting Agreement

In connection with the issuance and sale of the Notes, the Issuer and the Guarantors entered into an underwriting agreement, dated August 11, 2026 (the “Underwriting Agreement”), with BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein. The Underwriting Agreement is filed as Exhibit 1.1 hereto and is incorporated by reference herein.

Opinion of Counsel

The opinion of Kirkland & Ellis LLP, relating to the legality of the Notes and the Guarantees, is filed as Exhibit 5.1 hereto.


Item9.01.

Financial Statements and Exhibits.

(d) Exhibits:

 

Exhibit

Number

   Description
 1.1    Underwriting Agreement, dated August 11, 2026, by and among Blue Owl Finance LLC, the guarantors party thereto and BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC
 4.1    Indenture, dated as of April 18, 2024, by and among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Blue Owl Capital Inc.’s Current Report on Form 8-K filed on April 18, 2024)
 4.2    Second Supplemental Indenture, dated as of August 18, 2026, by and among Blue Owl Finance LLC, as issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee
 4.3    Form of 6.750% Senior Notes due 2036 (included in Exhibit 4.2 hereto)
 5.1    Opinion of Kirkland & Ellis LLP
23.1    Consent of Kirkland & Ellis LLP (included in Exhibit 5.1 hereto)
104    Cover 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 hereunto duly authorized.

 

      BLUE OWL CAPITAL INC.
Dated: August 18, 2026    
    By:  

/s/ Neena A. Reddy

    Name:   Neena A. Reddy
    Title:   General Counsel and Secretary

Filing Exhibits & Attachments

6 documents