orcic-20231124FALSE000181255400018125542023-11-242023-11-24
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): November 24, 2023
BLUE OWL CREDIT INCOME CORP.
(Exact name of Registrant as Specified in Its Charter)
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| Maryland | | 814-01369 | | 85-1187564 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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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):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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:
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| 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 November 1, 2023, Blue Owl Credit Income Corp. (f/k/a Owl Rock Core Income Corp.) (the “Company,” “we” or “us”) sold unregistered shares of its Class I common stock to feeder vehicles primarily created to hold the Company’s Class I shares. 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”). The following table details the shares sold:
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| Date of Unregistered Sale | | Approximate Number of Shares of Class I Common Stock | | Consideration |
As of November 1, 2023 (number of shares finalized on November 24, 2023) | | 1,215,160 | | $ | 11,398,200 | |
Item 8.01. Other Events.
Distribution
On November 20, 2023, the Company’s board of directors declared the monthly distributions payable on or before December 31, 2023, January 31, 2024 and February 29, 2024 to shareholders of records as of November 30, 2023, December 29, 2023, and January 31, 2024. The amount of each such monthly distribution was as follows:
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| Class of Common Shares | | Gross Distribution | | Shareholder Servicing Fee(1) | | Net Distributions(1) |
| Class I | | $ | 0.0701 | | | $ | 0.0000 | | | $ | 0.0701 | |
| Class S | | $ | 0.0701 | | | $ | 0.0068 | | | $ | 0.0633 | |
| Class D | | $ | 0.0701 | | | $ | 0.0020 | | | $ | 0.0681 | |
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| (1) | Based on October 31, 2023 net asset value. |
On November 20, 2023, the Company’s board of directors declared the following special distributions payable on or before January 31, 2024 to shareholders of records as of December 29, 2023:
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| Class of Common Shares | | Gross Distribution | | Shareholder Servicing Fee | | Net Distributions |
| Class I | | $ | 0.0327 | | (special distribution) | | $ | 0.0000 | | | $ | 0.0327 | |
| Class S | | $ | 0.0327 | | (special distribution) | | $ | 0.0000 | | | $ | 0.0327 | |
| Class D | | $ | 0.0327 | | (special distribution) | | $ | 0.0000 | | | $ | 0.0327 | |
Status of the Offering
The Company is currently publicly offering on a continuous basis up to $7.5 billion (the “Current Offering”) in shares of Class S, Class D and Class I common stock (the “Shares”) and previously offered on a continuous basis of up to $2.5 billion (the “Initial Offering” and together with the Current Offering, the “Offering”) in Shares. Additionally the Company has sold unregistered Shares as part of the Private Offering. The following table lists the Shares issued and total consideration for both the Offering and the Private Offering as of the date of this filing. The table below does not include Shares issued through the Company’s distribution reinvestment plan.
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| Offering | | Common Shares Issued | | Total Consideration |
| Class S Common Shares | | 308,543,246 | | | $ | 2,873,494,163 | |
| Class D Common Shares | | 73,886,569 | | | $ | 684,096,039 | |
| Class I Common Shares | | 509,077,033 | | | $ | 4,702,577,209 | |
| Private Offering | | | | |
| Class I Common Shares | | 26,269,076 | | | $ | 242,528,446 | |
| Total Offering and Private Offering* | | 917,775,924 | | | $ | 8,502,695,857 | |
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| * | Includes 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 an entity affiliated with the Adviser. |
Recent Blue Owl Credit Transaction Highlights1
In October 2023, Blue Owl Capital Inc. (“Blue Owl”) closed on a $2.8 billion senior secured credit facility as the Administrative Agent supporting Kelso-owned BradyIFS’ acquisition of Envoy Solutions. Blue Owl’s exposure to BradyIFS dates to November 2019 when we financed the initial acquisition by Kelso and we remain amongst the largest lenders to the company. The transaction also included new equity capital from Warburg Pincus and significant rollover equity. BradyIFS is one of the largest distributors and solutions providers in North America, providing specialized supplies and support for facility care (JanSan), foodservice, and packaging to customers in the foodservice, education, healthcare, hospitality, retail and industrial end-markets.
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| (1) | The information provided, including dollar amounts, represents the aggregated investment of all participating vehicles, including the Company, that are part of Blue Owl’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. |
November 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 November 1, 2023 public offering price for each of our share classes is approximately equal to such class’s NAV per share as of October 31, 2023, plus applicable maximum upfront sales load.
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Net Asset (per share) | | Maximum Offering Price (per share) |
| Class S | $9.36 | | $9.69 |
| Class D | $9.37 | | $9.51 |
| Class I | $9.38 | | $9.38 |
The average debt-to-equity leverage ratio during the month-to-date period ended October 31, 2023 was 0.82x. The table below summarizes the company’s committed debt capacity and drawn amounts as of October 31, 2023.
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| ($ in thousands) | Aggregate Principal Committed | | Outstanding Principal |
| Revolving Credit Facility | $ | 1,845,000 | | | $ | 744,040 | |
| SPV Asset Facility I | 525,000 | | | 525,000 | |
| SPV Asset Facility II | 1,800,000 | | | 1,718,000 | |
| SPV Asset Facility III | 750,000 | | | 522,000 | |
| SPV Asset Facility IV | 500,000 | | | 255,000 | |
| SPV Asset Facility V | 300,000 | | | 200,000 | |
| SPV Asset Facility VI | 750,000 | | | 20,000 | |
| CLO VIII | 290,000 | | | 290,000 | |
| CLO XI | 260,000 | | | 260,000 | |
| CLO XII | 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 | 650,000 | | | 650,000 | |
| Total Debt | $ | 9,880,000 | | | $ | 7,394,040 | |
Of the Company’s committed debt capacity, $7.2 billion (72.7%) is in secured floating rate leverage and $2.7 billion (27.3%) is in unsecured fixed rate leverage. Of the Company’s $2.7 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 October 31, 2023, we had debt investments in 252 portfolio companies with an aggregate par value of $14.0 billion. As of October 31, 2023, based on par value, our portfolio consisted of 82.1% first lien debt investments, 7.8% second lien debt investments, 1.5% unsecured debt investments, 4.4% preferred equity investments, 2.5% common equity investments, and 1.7% joint ventures. As of October 31, 2023, 98.9% of the debt
investments based on par value in our portfolio were at floating rates. The table below describes investments by industry composition based on par value, excluding equity investments, as of October 31, 2023.
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| Industry | Par
($ in thousands) | | % of Par |
| Healthcare providers and services | $ | 1,941,277 | | | 13.7 | % |
| Internet software and services | 1,592,458 | | | 11.4 | % |
| Insurance | 1,318,364 | | | 9.4 | % |
| Food and beverage | 956,654 | | | 6.8 | % |
| Business services | 871,802 | | | 6.2 | % |
| Professional services | 750,955 | | | 5.4 | % |
| Healthcare equipment and services | 709,444 | | | 5.1 | % |
| Healthcare technology | 693,707 | | | 5.0 | % |
| Manufacturing | 682,621 | | | 4.9 | % |
| Financial services | 531,721 | | | 3.8 | % |
| Containers and packaging | 456,915 | | | 3.3 | % |
| Distribution | 403,878 | | | 2.9 | % |
| Consumer products | 344,804 | | | 2.5 | % |
| Specialty retail | 334,918 | | | 2.4 | % |
| Buildings and real estate | 324,937 | | | 2.3 | % |
| Advertising and media | 310,951 | | | 2.2 | % |
| Household products | 307,955 | | | 2.2 | % |
| Infrastructure and environmental services | 275,190 | | | 2.0 | % |
| Chemicals | 258,972 | | | 1.8 | % |
| Asset based lending and fund finance | 170,858 | | | 1.2 | % |
| Leisure and entertainment | 142,228 | | | 1.0 | % |
| Human resource support services | 134,450 | | | 1.0 | % |
| Transportation | 133,810 | | | 1.0 | % |
| Education | 123,476 | | | 0.9 | % |
| Automotive | 104,581 | | | 0.7 | % |
| Telecommunications | 69,474 | | | 0.5 | % |
| Aerospace and defense | 59,547 | | | 0.4 | % |
| Energy equipment and services | 5,991 | | | 0.0 | % |
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| Total | $ | 14,011,938 | | | 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.
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| | | | BLUE OWL CREDIT INCOME CORP. |
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Dated: November 27, 2023 | | | | By: | /s/ Bryan Cole |
| | | | | | Name: Bryan Cole Title: Chief Operating Officer and Chief Financial Officer |