Form 8-K - Current report

Blue Owl Capital Corporation

August 13, 2024

/s/ Jonathan Lamm

Jonathan Lamm

Chief Operating Officer and Chief Financial Officer

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 12, 2024

BLUE OWL CAPITAL CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01190

47-5402460

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

399 Park Avenue,

37th Floor

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))

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 share

OBDC

The 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 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. ☐

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On August 12, 2024, Blue Owl Capital Corporation (the “Company”) filed Articles of Amendment with the State Department of Assessments and Taxation of Maryland for the purpose of amending the Company’s Articles of Amendment and Restatement to increase the number of authorized shares of the Company’s common stock, $0.01 par value per share (the “Common Shares”), and preferred stock, $0.01 par value per share (the “Preferred Shares”), from 500,000,000 Shares, consisting of 500,000,000 Common Shares and no shares of which were Preferred Shares, to 1,000,000,000 Shares, consisting of 1,000,000,000 Common Shares and no Preferred Shares. The Articles of Amendment became immediately effective upon filing.

A copy of the Articles of Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Description

3.1		Articles of Amendment, dated August 12, 2024.

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 thereunto duly authorized.

Exhibit 3.1

BLUE OWL CAPITAL CORPORATION

ARTICLES OF AMENDMENT

Blue Owl Capital Corporation, a Maryland corporation (the “Corporation”), having its principal office in the State of Maryland, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: The Corporation desires to, and does hereby, amend its articles of amendment and restatement (the “Articles”) as currently in effect as hereafter set forth.

SECOND: The Articles are hereby amended by deleting the existing first sentence of Article VI, Section 6.01 and substituting in lieu thereof a new first sentence of Article VI, Section 6.01 which reads as follows:

Section 6.01. Authorized Shares. The Corporation has authority to issue 1,000,000,000 Shares, initially consisting of 1,000,000,000 shares of common stock, $0.01 par value per share (“Common Shares”), and no shares of which are preferred stock, $0.01 par value per share (“Preferred Shares”).

THIRD: The total number of shares of stock which the Corporation had authority to issue immediately prior to the foregoing amendment of the Articles was 500,000,000 Common Shares, $0.01 par value per share, and no shares of which were Preferred Shares, $0.01 par value per share. The aggregate par value of all authorized Shares having par value was $5,000,000.

FOURTH: The total number of shares of stock which the Corporation has authority to issue pursuant to the foregoing amendment of the Article is 1,000,000,000 Common Shares, $0.01 par value per share, and no Preferred Shares, $0.01 par value per share. The aggregate par value of all authorized Shares having par value is $10,000,000.

FIFTH: The information required by Section 2-607(b)(2)(i) of the Maryland General Corporation Law (the “MGCL”) is not changed by the foregoing amendment of the Articles.

SIXTH: The foregoing amendment to the Articles has been duly approved by at least a majority of the entire Board of Directors of the Corporation as required by law. The amendment set forth herein is made without action by the stockholders of the Corporation, pursuant to Section 2-105(a)(13) of the MGCL.

SEVENTH: The undersigned acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters or facts required to be verified under oath, the undersigned acknowledges that, to the best of the undersigned’s knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its Chief Financial Officer and attested by its Secretary on the 12th day of August, 2024.


ATTEST:				BLUE OWL CAPITAL CORPORATION

/s/ Neena Reddy				/s/ Jonathan Lamm
Neena Reddy				Jonathan Lamm
Secretary				Chief Operating Officer and Chief Financial Officer

Document and Entity Information	Aug. 12, 2024
Cover [Abstract]
Entity Registrant Name	Blue Owl Capital Corp
Amendment Flag	false
Entity Central Index Key	0001655888
Current Fiscal Year End Date	--12-31
Document Type	8-K
Document Period End Date	Aug. 12, 2024
Entity Incorporation State Country Code	MD
Entity File Number	814-01190
Entity Tax Identification Number	47-5402460
Entity Address, Address Line One	399 Park Avenue
Entity Address, Address Line Two	37th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	(212)
Local Phone Number	419-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	OBDC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false