Business Context and Reporting Period
This Form 8-K is a current report filed by Owl Rock Capital Corporation (trading symbol: ORCC) on July 24, 2019, regarding events occurring on July 22, 2019. The filing coincides with the Company's initial public offering (IPO) and listing on the New York Stock Exchange. The Company is classified as an emerging growth company.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures. The primary financial metric disclosed is the authorization of a stock repurchase plan with an aggregate limit of $150 million.
Material Changes and Corporate Actions
- Dividend Reinvestment Plan (DRIP): The Board approved a Second Amended and Restated Dividend Reinvestment Plan effective July 22, 2019. Under this plan, cash distributions are automatically reinvested in additional shares of Common Stock for shareholders who do not opt out. Share issuance pricing is based on market price or net asset value (NAV), with a discount mechanism if the market price exceeds NAV.
- Stock Repurchase Plan: The Company entered into a 10b5-1 Plan to repurchase up to $150 million of its common stock. Repurchases are authorized only when the market price is below the most recently reported net asset value per share. The plan is administered by Goldman Sachs & Co. LLC and is scheduled to commence 30 days after the IPO closing, with a maximum duration of 18 months.
Guidance, Outlook, and Risks
Management stated that the repurchase plan is intended to act in the best interest of shareholders by reinvesting in the portfolio when the stock trades below NAV. The filing notes that no assurance can be given regarding the specific amount of stock that will be repurchased, as timing and volume depend on market conditions and trading volumes. The plan is subject to applicable laws, including Regulation M, which may prohibit purchases under certain circumstances.
Key Facts for Investor Verification
- Verify the exact commencement date of the $150 million stock repurchase plan (30 days post-IPO closing).
- Confirm the current net asset value (NAV) per share to assess eligibility for repurchases under the 10b5-1 Plan.
- Review the full text of the Second Amended and Restated Dividend Reinvestment Plan (Exhibit 4.1) for specific opt-out procedures and pricing formulas.
- Monitor future filings for actual repurchase volumes and any suspensions of the 10b5-1 Plan.