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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.
On February 1, 2024, Blue Owl Real Estate Net Lease Trust (the “Company,” “ORENT” “we” or “us”) sold an aggregate of 12,632,955 of its common shares for gross proceeds of approximately $128.2 million, based on net asset value per share as of December 31, 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.
The following table details the common shares sold:
Common shares
Number of Shares Sold
Gross Proceeds
Class S
7,753,953
$78,725,232*
Class D
—
$—
Class I
4,879,002
$49,506,256
*Includes sales load and dealer manager fees of $548,327.
Item 8.01. Other Events.
On January 27, 2024, the Company declared distributions for each class of its common stock in the amount per share set forth below:
Gross Distribution
Stockholder Servicing Fee
Net Distribution
Class S
$0.0583333
$(0.0071416)
$0.0511917
Class D
$0.0583333
$(0.0020784)
$0.0562549
Class I
$0.0583333
$—
$0.0583333
The net distributions for each class of common stock (which represents the gross distributions less stockholder servicing fees for the applicable class of common stock) are payable to stockholders of record immediately following the close of business on January 31, 2024 and will be paid on or about February 16, 2024. These distributions will be paid in cash or reinvested in shares of the Company’s common stock for stockholders participating in the Company’s distribution reinvestment plan.
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.