Business Context and Reporting Period
Company: Owl Rock Capital Corporation (Note: Filing text identifies registrant as Owl Rock Capital Corporation, though metadata references Blue Owl Capital Corp).
Reporting Date: April 20, 2022.
Event: The Company completed a $669,245,000 term debt securitization refinancing (the "CLO Refinancing") through its consolidated subsidiary, Owl Rock CLO V, LLC. This transaction involved the issuance of secured notes and preferred shares backed by a portfolio of middle market loans.
Key Financial Metrics
- Total Refinancing Amount: $669,245,000 in Secured Notes.
- Secured Notes Issued:
- $354,375,000 AAA(sf) Class A-1R Notes (Benchmark + 1.78%).
- $30,375,000 AAA(sf) Class A-2R Notes (Benchmark + 1.95%).
- $49,000,000 AA(sf) Class B-1 Notes (Benchmark + 2.20%).
- $5,000,000 AA(sf) Class B-2 Notes (Fixed 4.25%).
- $31,500,000 A(sf) Class C-1 Notes (Benchmark + 3.15%).
- $39,375,000 A(sf) Class C-2 Notes (Fixed 5.10%).
- Preferred Shares: Total of $159,620,000 (159,620 shares at $1,000/share), including $10,170,000 issued concurrently. Held by the Company as retention holder.
- Collateral Portfolio: Approximately $275.67 million par amount of middle market loans contributed on the Refinancing Date.
- Maturity Date: April 20, 2034.
Material Changes
The CLO Refinancing replaced the classes of notes issued on the Original Closing Date (November 20, 2020). Proceeds were used to redeem the prior notes in full and pay transaction expenses. The Original Issuer (Owl Rock CLO V, Ltd.) was merged into the Issuer (Owl Rock CLO V, LLC), which assumed all rights and obligations, including subordinated securities.
Outlook, Risks, and Management Commentary
- Future Asset Purchases: Through April 20, 2026, the Issuer may use proceeds to purchase additional middle market loans under the direction of Owl Rock Capital Advisors LLC (ORCA).
- Fee Waiver: ORCA, acting as collateral manager, has waived its right to receive fees but may rescind this waiver at any time.
- Regulatory Compliance: The Company acts as a retention holder to satisfy U.S., EU, and UK securitization regulations.
- Liquidity and Trading: The Secured Notes are privately placed and not registered under the Securities Act of 1933; they may not be offered or sold in the U.S. absent registration or an applicable exemption.
Investor Verification Checklist
- Verify the specific interest rate benchmarks applicable to the floating-rate notes (A-1R, A-2R, B-1, C-1) as of the current date.
- Confirm the credit quality and performance of the $275.67 million loan portfolio securing the notes.
- Review the First Supplemental Indenture (Exhibit 10.1) for detailed covenants and events of default.
- Monitor the status of ORCA's fee waiver to assess potential future expense impacts.
- Check for any subsequent amendments to the loan sale agreements regarding future asset contributions.