Form 8-K Owl Rock Core Income For: May 23

 

 

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): May 23, 2022

 

 

OWL ROCK CORE 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 May 1, 2022, Owl Rock Core Income Corp. (the “Company,” “we” or “us”) sold approximately 7,445,674 unregistered shares of its Class I common stock (with the final number of shares being determined on May 23, 2022) to feeder vehicles primarily created to hold the Company’s Class I shares for gross proceeds of approximately $69 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 May 1, 2022, the Company has raised total gross proceeds of approximately $3.7 billion relating to the issuance of shares of Class S, Class D and Class I common stock (the “Shares”). As of May 1, 2022, the Company has issued approximately 140,006,893 shares of its Class S common stock, approximately 36,781,439 shares of its Class D common stock, and approximately 213,353,957 shares of its Class I common stock in its public offering, and has raised total gross proceeds of approximately $1.3 billion, approximately $342 million, and approximately $2.0 billion, respectively, including seed capital of $1,000 contributed by 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 7,445,674 shares of its Class I common stock in the Private Offering and raised gross proceeds of approximately $69 million.

May 1, 2022 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 May 1, 2022 public offering price for each of our share classes is equal to such class’s NAV per share as of April 30, 2022, plus applicable maximum upfront sales load

 

		Net Asset Value (per share)				Maximum Offering Price (per share)
Class S		$	9.23			$	9.55
Class D		$	9.24			$	9.38
Class I		$	9.25			$	9.25

The average debt-to-equity leverage ratio during the quarter-to-date period ended April 30, 2022 was 0.76x. The table below summarizes the company’s committed debt capacity and drawn amounts as of April 30, 2022.

 

($ in thousands)		Aggregate Principal Committed				Outstanding Principal
Promissory Note		$	250,000			$	—
Revolving Credit Facility			1,175,000				565,529
SPV Asset Facility I			550,000				301,282
SPV Asset Facility II			1,275,000				638,000
SPV Asset Facility III			750,000				15,000
SPV Asset Facility IV			500,000				230,000
March 2025 Notes			500,000				500,000
September 2026 Notes			350,000				350,000
February 2027 Notes			500,000				500,000
Total Debt		$	5,850,000			$	3,099,810

Of the Company’s committed debt capacity, $1.7 billion (56.4%) is in secured floating rate leverage and $1.4 billion (43.6%) is in unsecured fixed rate leverage based on drawn amounts.

Portfolio Update

As of April 30, 2022, we had debt investments in 158 portfolio companies with an aggregate par value of $6.2 billion. As of April 30, 2022, based on par value, our portfolio consisted of 80.0% first lien debt investments, 13.7% second lien debt investments, 2.3% unsecured debt investments, 2.5% preferred equity investments, and 1.5% common equity investments. As of April 30, 2022, 98.7% 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 April 30, 2022.

 

Industry		Par ($ in thousands)				% of Par
Healthcare providers and services		$	871,183				14.2	%
Internet software and services			710,339				11.5	%
Insurance			521,306				8.5	%
Business services			495,932				8.1	%
Food and beverage			487,216				7.9	%
Healthcare technology			433,193				7.0	%
Financial services			348,210				5.7	%
Consumer products			336,682				5.5	%
Containers and packaging			238,779				3.9	%
Professional services			222,212				3.6	%
Buildings and real estate			209,330				3.4	%
Distribution			155,197				2.5	%
Chemicals			154,573				2.5	%
Specialty retail			154,172				2.5	%
Manufacturing			152,636				2.5	%
Healthcare equipment and services			124,979				2.0	%
Human resource support services			113,702				1.8	%
Leisure and entertainment			94,122				1.5	%
Advertising and media			89,126				1.4	%
Infrastructure and environmental services			77,388				1.3	%
Automotive			57,933				0.9	%
Aerospace and defense			37,793				0.6	%
Education			36,190				0.6	%
Household products			11,404				0.2	%
Energy equipment and services			10,784				0.2	%
Transportation			10,000				0.2	%
Telecommunications			990				0.0	%
Total		$	6,155,371				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.

 

				OWL ROCK CORE INCOME CORP.
Dated: May 25, 2022				By:		/s/ Bryan Cole
						Name: Bryan Cole Title: Chief Operating Officer and Chief Financial Officer