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 23, 2023

OWL ROCK CORE INCOME CORP.

(Exact name of Registrant as Specified in Its Charter)

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):

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

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.  ☐

As of June 1, 2023, Owl Rock Core Income Corp. (the “Company,” “we” or “us”) sold approximately 748,871 unregistered shares of its Class I common stock (with the final number of shares being determined on June 23, 2023) to feeder vehicles primarily created to hold the Company’s Class I shares for gross proceeds of approximately $6.9 million. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) and/or Regulation S thereunder (the “Private Offering”).

Status of the Offering

The Company is currently publicly offering on a continuous basis up to $7.5 billion in Shares (the “Offering”). As of June 1, 2023, the Company has raised total gross proceeds of approximately $6.64 billion relating to the issuance of shares of Class S, Class D and Class I common stock (the “Shares”) in the Offering and the Company’s initial continuous public offering of up to $2.5 billion in Shares. As of June 1, 2023, the Company has issued 244,886,936 shares of its Class S common stock, approximately 59,492,163 shares of its Class D common stock, and approximately 414,643,211 of its Class I common stock in its public offerings, and has raised total gross proceeds related to the issuance of Class S common stock, Class D common stock and Class I common stock of approximately $2.27 billion, approximately $549.2 million, and approximately $3.82 billion, respectively, including seed capital of $1,000 contributed by Owl Rock Capital Advisors LLC (the “Adviser”) in September 2020 and approximately $25.0 million in gross proceeds raised from Owl Rock Feeder FIC ORCIC Equity LLC, an entity affiliated with the Adviser. In addition, the Company has issued approximately 18,700,390 shares of its Class I common stock in the Private Offering and raised gross proceeds of approximately $171.5 million.

Recent Owl Rock Transaction Highlights¹

In May 2023, Owl Rock closed on a $650.0 million senior secured credit facility as the Administrative Agent and Sole Lender in support of Humanetics’ debt refinancing. Humanetics is owned by Bridgepoint Capital Group and was acquired in 2018. Humanetics is the global market leader in the design and manufacturing of anthropomorphic test devices / physical crash test dummies, crash testing simulation and ergonomic software, and advanced sensor technologies for the automotive, military, and aerospace industries.

June 1, 2023 Public Offering Price

In accordance with the Company’s share pricing policy, we intend to sell our shares on the first of each month at a net offering price that we believe reflects the net asset value per share at the end of the preceding month. The June 1, 2023 public offering price for each of our share classes is approximately equal to such class’s NAV per share as of May 31, 2023, plus applicable maximum upfront sales load.

The average debt-to-equity leverage ratio during the month-to-date period ended May 31, 2023 was 0.95x. The table below summarizes the company’s committed debt capacity and drawn amounts as of May 31, 2023.

Of the Company’s committed debt capacity, $6.2 billion (75.5%) is in secured floating rate leverage and $2.0 billion (24.5%) is in unsecured fixed rate leverage. Of the Company’s $2.0 billion unsecured fixed rate leverage, $0.6 billion is hedged by centrally cleared interest rate swaps for which we receive fixed rate interest and pay variable rate interest.

Portfolio Update

As of May 31, 2023, we had debt investments in 228 portfolio companies with an aggregate par value of $11.9 billion. As of May 31, 2023, based on par value, our portfolio consisted of 80.1% first lien debt investments, 9.4% second lien debt investments, 1.7% unsecured debt investments, 5.0% preferred equity investments, 2.1% common equity investments, and 1.7% investment funds and vehicles. As of May 31, 2023, 99.0% of the debt investments based on par value in our portfolio were at floating rates. The table below describes investments by industry composition based on par value, excluding equity investments, as of May 31, 2023.

Past performance is not necessarily indicative of future performance, and there can be no assurance that we will achieve comparable investment results, or that any targeted returns will be met.

Statements contained herein that are not historical facts are based on current expectations, estimates, projections, opinions, and/or beliefs of our management. Such statements involve known and unknown risks, uncertainties, and other factors, and undue reliance should not be placed thereon. Certain information contained herein constitutes “forward-looking statements,” which can be identified by the use of terms such as “may”, “will”, “should”, “expect”, “project”, “estimate”, “intend”, “continue”, “target”, or “believe” (or the negatives thereof) or other variations thereon or comparable terminology. Due to various risks and uncertainties, actual events or results or our actual performance may differ materially from those reflected or contemplated in such forward-looking statements. As a result, investors should not rely on such forward-looking statements in making their investment decisions.

The estimates presented above are based on management’s preliminary determinations only and, consequently, the data set forth in our Form 10-Q or 10-K may differ from these estimates, and any such differences may be material. In addition, the information presented above does not include all of the information regarding our financial condition and results of operations that may be important to investors. As a result, investors are cautioned not to place undue reliance on the information presented above. The information presented above is based on management’s current expectations that involve substantial risk and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, such information. We assume no duty to update these preliminary estimates except as required by law.

Neither KPMG LLP, our independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled or performed procedures with respect to the preliminary financial data contained herein. Accordingly, KPMG LLP does not express an opinion or any form of assurance with respect thereto and assumes no responsibility for, and disclaims any association with, this information.

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.