| Item 1.01. | Entry into a Material Definitive Agreement |
On December 5, 2024, ORCC III Financing LLC (“ORCC III Financing”), a wholly owned subsidiary of Blue Owl Capital Corporation III, a Maryland corporation (the “Predecessor Equityholder”), Blue Owl Diversified Credit Advisors LLC (the “Predecessor Collateral Manager”), Blue Owl Credit Advisors LLC the “Successor Collateral Manager”), Societe Generale, as agent (the “Agent”) and swingline lender, each of the lenders party thereto and Blue Owl Capital Corporation (the “Successor Equityholder”) entered into Amendment No. 6 to Loan and Servicing Agreement and Omnibus Amendment to Certain Transaction Documents (the “Sixth Credit Facility Amendment”).
The Sixth Credit Facility Amendment amends the Loan and Servicing Agreement, dated as of July 29, 2021 (the “Original Closing Date”) (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Credit Agreement”) by and among ORCC III Financing, the Predecessor Equityholder, the Predecessor Collateral Manager, the Agent, State Street Bank and Trust Company, as collateral agent, Alter Domus (US) LLC, as collateral custodian, and the lenders party thereto to provide for, among other things, the Successor Equityholder to succeed the Predecessor Equityholder as equityholder and the Successor Collateral Manager to succeed the Predecessor Collateral Manager as collateral manager. The Sixth Credit Facility Amendment also provides for the Successor Equityholder to succeed the Predecessor Equityholder as “Seller” and the Successor Collateral Manager to replace the Predecessor Collateral Manager as collateral manager under the Sale and Contribution Agreement, dated as of the Original Closing Date, between the Company and ORCC III Financing and the other Transaction Documents (as defined in the Credit Agreement) other than the Retention Letter (as defined in the Credit Agreement) and the Credit Agreement. The amendments provided for in the Sixth Credit Facility Amendment will become effective upon completion of the mergers (the “Mergers”) contemplated by the Agreement and Plan of Merger dated as of August 7, 2024, among the Predecessor Equityholder, the Successor Equityholder, a wholly owned subsidiary of the Successor Equityholder, the Successor Collateral Manager and the Predecessor Collateral Manager pursuant to which the Predecessor Equityholder will merge with and into the Successor Equityholder. In connection with the Sixth Credit Facility Amendment, the Successor Equityholder has agreed to serve as “Retention Holder” for purposes of the EU and UK retention requirements upon completion of the Mergers.
The description above is only a summary of the material provisions of the Sixth Credit Facility Amendment and is qualified in its entirety by reference to a copy of the form of Sixth Credit Facility Amendment, which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation |
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Amendment No. 6 to Loan and Servicing Agreement, dated as of December 5, 2024, by and among ORCC III Financing LLC, as Borrower, Blue Owl Capital Corporation III, as Equityholder, Blue Owl Diversified Credit Advisors LLC, as Predecessor Collateral Manager, Blue Owl Credit Advisors LLC, as Successor Collateral Manager, the Lenders from time to time parties thereto, Société Générale, as Agent, Blue Owl Capital Corporation, as Successor Equityholder, the other Lender Agents parties thereto, State Street Bank and Trust Company, as Collateral Agent, and Alter Domus (US) LLC, as Collateral Custodian. |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
