{"url_path":"/sec/obdc/8-k/2026-05-21/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1655888/0001628280-26-037240-index.html","accession_number":"0001628280-26-037240","cik":"0001655888","ticker":"OBDC","issuer_name":"Blue Owl Capital Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1655888/0001628280-26-037240-index.html","primary_entity_key":"0001655888","primary_entity_name":"Blue Owl Capital Corp"},"word_count":809,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement\n\nOn May 21, 2026, Blue Owl Capital Corporation (the “Company”) and Deutsche Bank Trust Company Americas (the “Trustee”), entered into an Eleventh Supplemental Indenture (the “Eleventh Supplemental Indenture”) to the Indenture, dated as of April 10, 2019, between the Company and the Trustee (the “Base Indenture”, and together with the Eleventh Supplemental Indenture, the “Indenture”), relating to the Company’s $400,000,000 aggregate principal amount of its 6.300% notes due 2031 (the “Notes”).\n\nThe Notes will mature on August 15, 2031, and prior to July 15, 2031 (one month prior to the maturity date of the Notes) (the “Par Call Date”), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of  (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 35 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the Par Call Date, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.\n\nThe Notes bear interest at a rate of 6.300% per year payable semiannually on February 15 and August 15 of each year, commencing on February 15, 2027. The Notes are direct, general unsecured obligations of the Company.\n\nThe Company expects to use the net proceeds of this offering to pay down its existing outstanding indebtedness, including existing indebtedness under its senior secured revolving credit facility (the “Revolving Credit Facility”) and/or its 3.400% notes due 2026 (the “July 2026 Notes”). Amounts drawn under the Revolving Credit Facility with respect to the commitments maturing on November 22, 2029 bear interest at either (i) term SOFR plus any applicable credit adjustment spread and an applicable margin of up to 1.775% (and 2.00% with respect to the commitments maturing on August 26, 2027) per annum or (ii) the “alternative base rate” (as defined in the agreements governing the Revolving Credit Facility) plus an applicable margin of up to 0.775% (and 1.00% with respect to the commitments maturing on August 26, 2027) per annum. The Revolving Credit Facility matures on August 26, 2027, with respect to $50 million of commitments and on November 22, 2029, with respect to the remaining commitments. The July 2026 Notes mature July 15, 2026, and bear interest at a rate of 3.400% per year, payable semi-annually on January 15 and July 15 of each year. \n\nThe Indenture contains certain covenants including covenants requiring the Company to comply with Section 18(a)(1)(A) as modified by Section 61(a) of the Investment Company Act of 1940, as amended, or any successor provisions, but giving effect, in either case, to any exemptive relief granted to the Company by the Securities and Exchange Commission, and to provide financial information to the holders of the Notes and the Trustee if the Company should no longer be subject to the reporting requirements under the Securities Exchange Act of 1934, as amended. These covenants are subject to important limitations and exceptions that are described in the Indenture.\n\nIn addition, upon the occurrence of a change of control repurchase event (which involves the occurrence of both a change of control and a below investment grade rating of the Notes by Fitch Ratings, Moody’s Investor Services, Inc. and S&P Global Ratings), the Company will be required to make an offer to purchase the Notes at a price equal to 100% of the principal amount plus accrued and unpaid interest to, but not including, the date of purchase.\n\nThe Notes were offered and sold pursuant to the Registration Statement on Form N-2 (File No. 333-280593) previously filed with the Securities and Exchange Commission, as supplemented by a preliminary prospectus supplement dated May 18, 2026, a final prospectus supplement dated May 18, 2026, and the pricing term sheet dated May 18, 2026. The transaction closed on May 21, 2026.\n\nThe foregoing descriptions of the Base Indenture, Eleventh Supplemental Indenture and the Notes do not purport to be complete and are qualified in their entirety by reference to the full text of the Base Indenture, Eleventh\n\nSupplemental Indenture and the Notes, respectively, each filed as exhibits hereto and incorporated by reference herein."}