Section 1.01 Entering into a Material Definitive Agreement
On April 20, 2022 (the “Refinancing Date”), Owl Rock Capital Corporation (the “Company”) has made a $669,245,000 term debt securitization refinancing (the “CLO refinancing”), also known as secured loan obligation refinancing, which is a form of secured financing incurred by the Company. The covered bonds and preferred shares issued under the CLO Refinancing were issued by the Company’s consolidated subsidiary Owl Rock CLO V, LLCa Delaware with limited liability (the “Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participations in middle market loans as well as other assets of the Issuer.
The CLO Refinancing was effected by the issuance of the following classes of bonds pursuant to an indenture and security agreement dated November 20, 2020 (the “Original Closing Date”) by and among Owl Rock CLO V, Ltd.as issuer (the “Initial Issuer”), the Issuer, as co-issuer and State Street Bank and Trust Companyas completed by the additional deed dated the Refinancing Date (the “Deed”), by and between the Transmitter and State Street Bank and Trust Company: (I) $354,375,000 of AAA(sf) Class A-1R Notes, which bear interest at the Reference Rate plus 1.78%, (ii) $30,375,000 of AAA(sf) Class A-2R Notes, which bear interest at the Reference Rate plus 1.95%, (iii) $49,000,000 Class B-1 AA(sf) Notes, which bear interest at the Reference Rate plus 2.20%, (iv)
$5,000,000 Class B-2 AA(sf) Notes, which bear interest at 4.25%, (v)
$31,500,000 Class C-1 A(sf) notes, which bear interest at the reference rate plus 3.15% and (vi) $39,375,000 Class C-2 A(sf) Notes, which bear interest at 5.10% (together, the “Secured Notes”). The Secured Securities are collateralized by middle market loans, participations in middle market loans and other assets of the Issuer. The secured notes mature on April 20, 2034. The secured notes were privately placed by Natixis Securities Americas LLC. The proceeds from the CLO Refinancing were used to fully redeem the classes of bonds issued on the Initial Closing Date and to pay the expenses incurred in connection with the CLO Refinancing. On the Refinancing Date, the Original Issuer was merged with and into the Issuer, the Issuer surviving the merger. The Issuer has automatically assumed all the rights and obligations of the Initial Issuer, including the subordinated notes issued by the Initial Issuer on the Initial Completion Date.
In parallel with the issuance of the Secured Notes, the Issuer issued approximately $10,170,000 additional subordinated notes, for a total of
$159,620,000 subordinated securities in the form of 159,620 preferred shares at an issue price of US$1,000 per share (the “Preferred Shares”) held by the Company. The Preferred Shares are not secured by the guarantee securing the Secured Notes or by any other security. The Company is acting as retention holder in the CLO Refinancing for the purpose of satisfying certain WE,
European Union and UK regulations requiring sponsors of securitization transactions to retain exposure to the return of the securitized assets and, as such, is required to retain a portion of the preferred stock.
On the Initial Closing Date, the Original Issuer entered into a Loan Sale Agreement with the Company, which provided for the sale and contribution of approximately $201.75 million nominal amount of the Company’s middle market loans to the Original Issuer on the Refinancing Date and for future sales by the Company to the Original Issuer on a continuing basis. In connection with the CLO Refinancing, the Issuer, as successor to the Initial Issuer, and the Company have entered into an amended and restated loan sale agreement with the Company dated the Refinancing Date, pursuant to which the Issuer has assumed all outstanding obligations of the original issuer under the original agreement and the company has sold and contributed approximately $275.67 million nominal amount middle market loans to the Issuer on the Refinancing Date and anticipates future sales by the Company to the Issuer on a continuing basis. These loans formed part of the pool of assets backing the secured notes. A portion of the portfolio assets backing the secured notes consist of middle market loans purchased by the original issuer from ORCC II LLC Fundinga wholly owned subsidiary of the Company, pursuant to an additional loan sale agreement signed on the original closing date between Issuer and ORCC Funding II LLC and that the Issuer and ORCC Funding II LLC modified and updated on the refinancing date in connection with the refinancing. The Company and ORCC II LLC Funding
each has made customary representations, warranties and covenants to the Issuer under the applicable Loan Sale Agreement.
By April 20, 2026part of the proceeds received by the issuer from the loans securing the secured notes may be used by the issuer to purchase additional loans in the middle market under the direction of Owl Rock Capital Advisors LLC (“ORCA”), the Company’s investment adviser, in its capacity as collateral manager for the Issuer and in accordance with the Company’s investment strategy and ability to originate eligible middle market loans.
The secured notes constitute the secured obligation of the issuer, and the indenture contains customary covenants and events of default. The Secured Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law (eg, “blue sky”), and may not be offered or sold in United States Lack of registration with the Security and Exchange Commission or under an applicable exemption from such registration.
ORCA is acting as collateral manager for the Issuer under an amended and restated collateral management agreement dated the Refinancing Date. ORCA is entitled to collect fees for providing these services. ORCA has waived its right to receive such fees, but may revoke this waiver at any time.
The foregoing description is only a summary of certain of the provisions of the Indenture and is qualified in its entirety by the Indenture which is filed as an exhibit hereto.
Item 2.03 – Creation of a direct financial obligation
The information set out in point 1.01 above is incorporated by reference in this point 2.03.
Section 9.01. Financial statements and supporting documents
Exhibit Number Description
10.1 First Supplemental Indenture, dated as of April 20, 2022,
between Owl Rock CLO V, LLC, as Issuer and State Street Bank
and Trust Company, as Trustee, to the Indenture and Security
Agreement, dated as of November 20, 2020, among Owl Rock CLO
V, Ltd., the Issuer, and the Trustee
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