Blue Owl Credit Income Corp.
false 0001812554 0001812554 2023-07-24 2023-07-24

 

 

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): July 24, 2023

 

 

BLUE OWL CREDIT 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

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 3.02.

Unregistered Sale of Equity Securities.

As of July 3, 2023, Blue Owl Credit Income Corp. (f/k/a Owl Rock Core Income Corp.) (the “Company,” “we” or “us”) sold approximately 1,499,270 unregistered shares of its Class I common stock (with the final number of shares being determined on July 24, 2023) to feeder vehicles primarily created to hold the Company’s Class I shares for gross proceeds of approximately $14.0 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”).

 

Item 8.01.

Other Events.

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 July 3, 2023, the Company has raised total gross proceeds of approximately $6.90 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 July 3, 2023, the Company has issued 256,463,360 shares of its Class S common stock, approximately 61,343,204 shares of its Class D common stock, and approximately 429,457,867 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 $2.38 billion, approximately $566.4 million, and approximately $3.95 billion, respectively, including seed capital of $1,000 contributed by Blue Owl Credit Advisors LLC (f/k/a 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 20,199,659 shares of its Class I common stock in the Private Offering and raised gross proceeds of approximately $185.5 million.

Recent Blue Owl Credit Transaction Highlights1

In June 2023, Blue Owl closed on an investment as the Lead Arranger and Administrative Agent in support of TPG and AmeriSourceBergen’s (NYSE: ABC) joint acquisition of OneOncology. Blue Owl also served as the lead lender in the deal. The financing was comprised of a $315 million senior secured credit facility, which included a revolver, unitranche term loan, and delayed draw unitranche term loan. OneOncology is the largest independent oncology platform in the U.S., providing 940+ providers across 16 physician oncology practices and 13 states with administrative, contracting, back office, operational and drug procurement services.

 

1

The information provided, including dollar amounts, represents the aggregated investment of all participating vehicles, including the Company, that are part of Blue Owl Capital Inc.’s Credit platform. The final dollar amount of the Company’s portion of the investment will be determined and disclosed in the Company’s future periodic reports.

July 3, 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 July 3, 2023 public offering price for each of our share classes is approximately equal to such class’s NAV per share as of June 30, 2023, plus applicable maximum upfront sales load.


    

Net Asset

Value

     Maximum
Offering Price
 
     (per share)      (per share)  

Class S

   $ 9.28      $ 9.60  

Class D

   $ 9.29      $ 9.43  

Class I

   $ 9.31      $ 9.31  

The average debt-to-equity leverage ratio during the month-to-date period ended June 30, 2023 was 0.94x. The table below summarizes the company’s committed debt capacity and drawn amounts as of June 30, 2023.

 

     Aggregate Principal         
($ in thousands)    Committed      Outstanding Principal  

Revolving Credit Facility

   $ 1,845,000      $ 525,469  

SPV Asset Facility I

     525,000        525,000  

SPV Asset Facility II

     1,800,000        1,718,000  

SPV Asset Facility III

     750,000        555,000  

SPV Asset Facility IV

     500,000        248,610  

SPV Asset Facility V

     300,000        100,000  

CLO VIII

     290,000        290,000  

CLO XI

     260,000        260,000  

March 2025 Notes

     500,000        500,000  

September 2026 Notes

     350,000        350,000  

February 2027 Notes

     500,000        500,000  

September 2027 Notes

     600,000        600,000  

June 2028 Notes

     500,000        500,000  
  

 

 

    

 

 

 

Total Debt

   $ 8,720,000      $ 6,672,079  
  

 

 

    

 

 

 

Of the Company’s committed debt capacity, $6.2 billion (71.1%) is in secured floating rate leverage and $2.5 billion (28.9%) is in unsecured fixed rate leverage. Of the Company’s $2.5 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 June 30, 2023, we had debt investments in 233 portfolio companies with an aggregate par value of $12.1 billion. As of June 30, 2023, based on par value, our portfolio consisted of 80.2% first lien debt investments, 9.2% second lien debt investments, 1.7% unsecured debt investments, 5.0% preferred equity investments, 1.2% common equity investments, and 2.7% investment funds and vehicles. As of June 30, 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 June 30, 2023.


     Par      % of  

Industry

   ($ in thousands)      Par  

Healthcare providers and services

   $ 1,734,358        14.3

Internet software and services

     1,634,059        13.5

Insurance

     1,187,991        9.8

Business services

     793,817        6.5

Manufacturing

     662,463        5.4

Food and beverage

     635,143        5.2

Professional services

     617,153        5.1

Healthcare technology

     538,870        4.4

Healthcare equipment and services

     491,890        4.1

Containers and packaging

     431,004        3.5

Consumer products

     350,456        2.9

Specialty retail

     337,397        2.8

Distribution

     331,574        2.7

Advertising and media

     310,405        2.6

Household products

     298,291        2.5

Buildings and real estate

     278,636        2.3

Financial services

     246,718        2.0

Chemicals

     212,983        1.8

Infrastructure and environmental services

     183,339        1.5

Education

     163,745        1.4

Leisure and entertainment

     142,589        1.2

Asset based lending and fund finance

     135,147        1.1

Transportation

     132,318        1.1

Human resource support services

     112,122        0.9

Automotive

     106,724        0.9

Aerospace and defense

     38,704        0.3

Telecommunications

     19,467        0.2

Energy equipment and services

     5,991        —  
  

 

 

    

 

 

 

Total

   $ 12,133,354        100.0

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.

 

    BLUE OWL CREDIT INCOME CORP.
Dated: July 27, 2023     By:  

/s/ Bryan Cole

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