OWL ROCK CORE INCOME CORP
false 0001812554 0001812554 2023-06-20 2023-06-20

 

 

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): June 20, 2023

 

 

OWL ROCK CORE INCOME CORP.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Maryland   814-01369   85-1187564

(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

None   None   None

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 1.01 – Entry into a Material Definitive Agreement

On June 20, 2023 (the “Amendment Date”), Core Income Funding I LLC (“Core Income Funding I”), a subsidiary of Owl Rock Core Income Corp. (the “Company”), entered into Amendment No. 2 (the “Amendment No. 2” and the facility as amended, the “Secured Credit Facility”), which amended that certain Credit Agreement, dated as of September 16, 2021 (as amended by Amendment No. 1 dated December 27, 2021), by and among Core Income Funding I, as borrower, the Company, as equityholder and services provider, the lenders from time to time parties thereto, Natixis, New York Branch, as Facility Agent, State Street Bank and Trust Company, as Collateral Agent and Alter Domus (US) LLC, as Collateral Custodian. Among other changes, Amendment No. 2 (i) converted the benchmark rate of the facility loans denominated in USD from LIBOR to term SOFR, (ii) incorporated compliance with the transparency and reporting requirements contained in Article 7 of Regulation (EU) 2017/2402, (iii) extended the reinvestment period from September 16, 2023 to September 16, 2025, (iv) extended the stated maturity from September 16, 2031 to September 16, 2033, (v) reduced the Total Revolving Commitment under the Secured Credit Facility from $350 million to $325 million and (vi) amended the Daily Rate from (1.55% x BSL Ratio) + (2.15% x (100%- BSL Ratio) for each day of the applicable Interest Period to (2.00% x BSL Ratio) + (2.85% x (100%- BSL Ratio) for each day of the applicable Interest Period.

Borrowings of Core Income Funding I are considered our borrowings for purposes of complying with the asset coverage requirements under the 1940 Act.

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. 2 to the Credit Agreement by and among Core Income Funding I LLC, as Borrower, the Lenders referred to therein, Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator, Custodian and Alter Domus (US) LLC as document custodian.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    OWL ROCK CORE INCOME CORP.
Dated: June 23, 2023     By:  

/s/ Bryan Cole

    Name:   Bryan Cole
    Title:   Chief Operating Officer and Chief Financial Officer