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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:
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
Item 3.02. Unregistered Sale of Equity Securities.
As of December 1, 2023, Blue Owl Real Estate Net Lease Trust (the “Company”, “we”, or “us”) sold 1,894,511 shares of its Class I common shares (with the final number of shares being determined on December 15, 2023) to feeder vehicles primarily created to hold the Company’s Class I common shares for gross proceeds of approximately $19.6 million, based on net asset value (“NAV”) per share as of November 30, 2023. The offers and sales of these shares were exempt from the registration provisions of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D and/or Regulation S thereunder.
Item 8.01. Other Events.
November 30, 2023 NAV Per Share
The NAV per share for each class of our common shares as of November 30, 2023 is set forth below:
NAV per share
Class S
$
10.2744
Class D
$
10.1625
Class I
$
10.3404
A detailed calculation of the NAV per share is set forth below. We calculate NAV per share in accordance with the valuation guidelines that have been approved by our Board of Trustees. Our total NAV presented in the following tables includes the NAV of our Class S, Class D, and Class I common shares, as well as the partnership interests of Blue Owl NLT Operating Partnership LP (“NLT OP”) held by parties other than the Company. The following table provides a breakdown of the major components of our NAV as of November 30, 2023 ($ in thousands):
Components of NAV
November 30, 2023
Cash and cash equivalents
$
60,164
Restricted cash
76,750
Investments in real estate, net
2,831,472
Investment in leases - financing receivables
567,067
Investments in real estate debt
87,353
Intangible assets, net
155,510
Investments in unconsolidated real estate affiliates
625,009
Other assets
36,233
Mortgage notes and credit facility
(1,849,662)
Affiliate line of credit
(200,000)
Due to Affiliates
(17,581)
Accounts payable and accrued expenses
(80,573)
Other Liabilities
(22,645)
Net Asset Value
$
2,269,097
Number of outstanding shares/units
220,068,925
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of November 30, 2023 ($ in thousands, except per share/unit data):
NAV per share
Class S Shares
Class D Shares
Class I Shares
Third - Party Operating Partnership Units (1)
Total
Monthly NAV
$
892,522
$
44,081
$
1,032,403
$
300,091
$
2,269,097
Number of outstanding shares/units
86,868,444
4,337,646
99,841,670
29,021,165
220,068,925
NAV Per Share/Unit as of November 30, 2023
$
10.2744
$
10.1625
$
10.3404
$
10.3404
_______________________
(1)Includes the partnership interests of the NLT OP held by the Special Limited Partners and other NLT OP interests held by parties other than us.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.