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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 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 May 1, 2024, Blue Owl Real Estate Net Lease Trust (the “Company”, “we”, or “us”) sold 1,754,786 shares of its Class I common shares (with the final number of shares being determined on May 15, 2024) to feeder vehicles primarily created to hold the Company’s Class I common shares for gross proceeds of approximately $17.9 million, based on net asset value (“NAV”) per share as of April 30, 2024. 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.
April 30, 2024 NAV Per Share
The NAV per share for each class of our common shares as of April 30, 2024 is set forth below:
NAV per share
Class S
$
10.1232
Class D
$
10.0224
Class I
$
10.1813
Class N
$
10.1813
As of April 30, 2024, we had no Class N shares outstanding. As a result, the NAV per share for our Class N shares is equal to the NAV per share for our Class I shares as of April 30, 2024.
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 April 30, 2024 ($ in thousands):
Components of NAV
April 30, 2024
Cash and cash equivalents
$
54,529
Restricted cash
71,828
Investments in real estate, net
2,827,506
Investment in leases - financing receivables
570,189
Investments in real estate debt
75,454
Intangible assets, net
154,704
Investments in unconsolidated real estate affiliates
1,544,966
Other assets
56,225
Mortgage notes and credit facility
(1,927,508)
Affiliate line of credit
(200,000)
Due to Affiliates
(19,469)
Accounts payable and accrued expenses
(87,579)
Other Liabilities
(49,974)
Net Asset Value
$
3,070,871
Number of outstanding shares/units
302,339,925
The following table provides a breakdown of our total NAV and NAV per share/unit by class as of April 30, 2024 ($ 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
$
1,272,012
$
3,036
$
1,504,779
$
291,044
$
3,070,871
Number of outstanding shares/units
125,653,326
302,921
147,797,675
28,586,003
302,339,925
NAV Per Share/Unit as of April 30, 2024
$
10.1232
$
10.0224
$
10.1813
$
10.1813
_______________________
(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.