NEW
YORK, Jan. 8, 2025 /PRNewswire/ -- Blue Owl
Capital Corporation (NYSE: OBDC) and Blue Owl Capital Corporation
III (NYSE: OBDE) today announced that each company obtained
shareholder approval of all proposals related to the previously
announced merger between the two companies at their respective
shareholder meetings held today.
Shareholders voted overwhelmingly in favor of the proposed
transaction, with over 97% of OBDC votes cast and nearly 100% of
OBDE votes cast, respectively, voting in favor of the proposals
related to the merger. The transaction is expected to close on or
around January 13, 2025, subject to
the satisfaction of customary closing conditions.
Craig W. Packer, Chief Executive
Officer of OBDC and OBDE, said, "Shareholder approval for this
merger represents a significant milestone for Blue Owl, and we
would like to thank the shareholders of both companies for their
strong support. This transaction creates a more diversified BDC
with enhanced scale and strong credit quality, and we look forward
to closing this merger as we work to deliver the benefits of the
combined company to all stakeholders."
In connection with the anticipated close of the merger, OBDE
will pay the previously declared special dividend of $0.52 per share and quarterly dividend of
$0.35 per share on January 9, 2025 and January 10, 2025, respectively, to shareholders
of record as of December 31, 2024.
The special dividend is equal to OBDE's undistributed taxable
income estimated to be remaining as of the closing of the merger
and includes any unpaid special dividends previously declared in
conjunction with OBDE's listing in January
2024.
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.
About Blue Owl Capital Corporation III
Blue Owl Capital Corporation III (NYSE: OBDE) is a specialty
finance company focused on lending to U.S. middle-market companies.
As of September 30, 2024, OBDE had
investments in 185 portfolio companies with an aggregate fair value
of $4.2 billion. OBDE has elected to
be regulated as a business development company under the Investment
Company Act of 1940, as amended. OBDE is externally managed by Blue
Owl Diversified 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
timing or likelihood of the Mergers closing; (ii) the expected
synergies and savings associated with the Mergers; (iii) 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; (iv) the possibility that competing offers or acquisition
proposals will be made; (v) the possibility that any or all of the
various conditions to the consummation of the Mergers may not be
satisfied or waived; (vi) risks related to diverting management's
attention from ongoing business operations; (vii) the risk that
shareholder litigation in connection with the Mergers may result in
significant costs of defense and liability; (viii) changes in the
economy, financial markets and political environment; (ix) 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; (x) future changes in law or regulations;
(xi) conditions to OBDC's and OBDE's operating areas, particularly
with respect to business development companies or regulated
investment companies; (xii) 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 OBDE and their
portfolio companies or following the closing of the Mergers, the
combined company; (xiii) the ability of Blue Owl Credit Advisors
LLC to locate suitable investments for the combined company and to
monitor and administer its investments; (xiv) the ability of Blue
Owl Credit Advisors LLC to attract and retain highly talented
professionals; and (xv) other considerations that may be disclosed
from time to time in OBDC's and OBDE's publicly disseminated
documents and filings with the Securities and Exchange Commission
("SEC"). OBDC and OBDE have 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 and OBDE undertake 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 and OBDE 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.
Additional Information and Where to Find It
In connection with the Mergers, OBDC and OBDE filed with the SEC
and mailed to their respective shareholders a joint proxy
statement/prospectus (the "Joint Proxy Statement") and OBDC filed
with the SEC a registration statement on Form N-14 (the
"Registration Statement") that includes the Joint Proxy Statement
and a prospectus of OBDC. The Joint Proxy Statement and
Registration Statement each contain important information about
OBDC, OBDE, the Mergers and related matters. This press release
does not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended. SHAREHOLDERS OF OBDC AND OBDE ARE URGED TO
READ THE JOINT PROXY STATEMENT AND THE REGISTRATION STATEMENT AND
OTHER DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY
AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT OBDC, OBDE, THE MERGERS AND
RELATED MATTERS. Investors and security holders will be able to
obtain the documentation filed with the SEC free of charge at the
SEC's website, http://www.sec.gov and for documents filed by OBDC,
from OBDC's website at
https://www.blueowlcapitalcorporation.com and for documents
filed by OBDE, from OBDE's website at
https://www.blueowlcapitalcorporationiii.com.
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