NEW
YORK, Jan. 3, 2025 /PRNewswire/ -- Blue Owl
Capital Corporation (NYSE: OBDC) and Blue Owl Capital
Corporation III (NYSE: OBDE) today announced that leading
independent proxy advisory firms, Institutional Shareholder
Services ("ISS") and Glass Lewis & Co. ("Glass Lewis"), have
recommended that OBDE shareholders vote "FOR" the pending merger
between OBDC and OBDE, and that OBDC shareholders vote "FOR" both
proposals associated with the merger at upcoming special meetings
on January 8, 2025.
In its report dated January 2,
2025, ISS stated, "The strategic rationale for the merger
appears sound. Specifically, the combined company will have
increased scale that may improve trading dynamics and long-term
expense savings from operating synergies." In its report dated
December 24, 2024, Glass Lewis said,
"Given their largely similar investment mandates, portfolio
strategies, and risk-return profiles, we believe a merger of these
two BDCs should be relatively straightforward to execute."
Craig W. Packer, Chief Executive
Officer of OBDC and OBDE said, "We are pleased that ISS and Glass
Lewis support our Boards' unanimous recommendation that
shareholders vote "FOR" the pending merger. The merger is expected
to significantly enhance OBDC's scale and diversification, which
will result in the second largest publicly traded BDC by total
assets."
With the special meetings approaching on January 8, 2025, OBDC and OBDE would like to
remind shareholders that their vote is very important regardless of
the number of shares they own and urge all shareholders to vote by
one of the methods described in the proxy statement before
11:59 p.m. Eastern Time on
January 7, 2025.
Additional information on the proposed merger, including links
to the joint prospectus and proxy statement, can be found at
www.proxyvote.com. Shareholders who have questions about the joint
prospectus and proxy statement or about voting their shares should
contact the companies' proxy solicitor, Broadridge, at
1-866-584-0652 for OBDC shareholders and 1-877-495-1274 for OBDE
shareholders.
About Blue Owl Capital Corporation
Blue Owl Capital Corporation (NYSE: OBDC) is a specialty finance
company focused on lending to U.S. middle-market companies. As of
September 30, 2024, OBDC had
investments in 219 portfolio companies with an aggregate fair value
of $13.4 billion. OBDC has elected to
be regulated as a business development company under the Investment
Company Act of 1940, as amended. OBDC is externally managed by Blue
Owl Credit Advisors LLC, an SEC-registered investment adviser that
is an indirect affiliate of Blue Owl Capital Inc. ("Blue Owl")
(NYSE: OWL) and part of Blue Owl's Credit platform.
About Blue Owl Capital Corporation III
Blue Owl Capital Corporation III (NYSE: OBDE) is a specialty
finance company focused on lending to U.S. middle-market companies.
As of September 30, 2024, OBDE had
investments in 185 portfolio companies with an aggregate fair value
of $4.2 billion. OBDE has elected to
be regulated as a business development company under the Investment
Company Act of 1940, as amended. OBDE is externally managed by Blue
Owl Diversified Credit Advisors LLC, an SEC-registered investment
adviser that is an indirect affiliate of Blue Owl Capital Inc.
("Blue Owl") (NYSE: OWL) and part of Blue Owl's Credit
platform.
Forward-Looking Statements
Some of the statements in this press release constitute
forward-looking statements because they relate to future events,
future performance or financial condition of OBDC or OBDE or the
two-step merger (collectively, the "Mergers") of OBDE with and into
OBDC. The forward-looking statements may include statements as to:
future operating results of OBDC and OBDE and distribution
projections; business prospects of OBDC and OBDE and the prospects
of their portfolio companies; and the impact of the investments
that OBDC and OBDE expect to make. In addition, words such as
"anticipate," "believe," "expect," "seek," "plan," "should,"
"estimate," "project" and "intend" indicate forward-looking
statements, although not all forward-looking statements include
these words. The forward-looking statements contained in this press
release involve risks and uncertainties. Certain factors could
cause actual results and conditions to differ materially from those
projected, including the uncertainties associated with (i) the
timing or likelihood of the Mergers closing; (ii) the expected
synergies and savings associated with the Mergers; (iii) the
ability to realize the anticipated benefits of the Mergers,
including the expected accretion to net investment income and the
elimination or reduction of certain expenses and costs due to the
Mergers; (iv) the percentage of OBDC and OBDE shareholders voting
in favor of the proposals submitted for their approval; (v) the
possibility that competing offers or acquisition proposals will be
made; (vi) the possibility that any or all of the various
conditions to the consummation of the Mergers may not be satisfied
or waived; (vii) risks related to diverting management's attention
from ongoing business operations; (viii) the risk that shareholder
litigation in connection with the Mergers may result in significant
costs of defense and liability; (ix) changes in the economy,
financial markets and political environment; (x) the impact of
geo-political conditions, including revolution, insurgency,
terrorism or war, including those arising out of the ongoing war
between Russia and Ukraine and the escalated conflict in the
Middle-East, including the
Israel-Hamas conflict, and general uncertainty surrounding the
financial and political stability of the
United States, the United
Kingdom, the European Union and China, on financial market volatility, global
economic markets, and various markets for commodities globally such
as oil and natural gas; (xi) future changes in law or regulations;
(xii) conditions to OBDC's and OBDE's operating areas, particularly
with respect to business development companies or regulated
investment companies; (xiii) an economic downturn, elevated
interest and inflation rates, ongoing supply chain and labor market
disruptions, including those as a result of strikes, work stoppages
or accidents, instability in the U.S. and international banking
systems, and the risk of recession or a shutdown of government
services could impact business prospects of OBDC and OBDE and their
portfolio companies or following the closing of the Mergers, the
combined company; (xiv) the ability of Blue Owl Credit Advisors LLC
to locate suitable investments for the combined company and to
monitor and administer its investments; (xv) the ability of Blue
Owl Credit Advisors LLC to attract and retain highly talented
professionals; and (xvi) other considerations that may be disclosed
from time to time in OBDC's and OBDE's publicly disseminated
documents and filings with the Securities and Exchange Commission
("SEC"). OBDC and OBDE have based the forward-looking statements
included in this press release on information available to them on
the date hereof, and they assume no obligation to update any such
forward-looking statements. Although OBDC and OBDE undertake no
obligation to revise or update any forward-looking statements,
whether as a result of new information, future events or otherwise,
you are advised to consult any additional disclosures that they may
make directly to you or through reports that OBDC and OBDE in the
future may file with the SEC, including the Joint Proxy Statement
and the Registration Statement (each as defined below), annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K.
Additional Information and Where to Find It
In connection with the Mergers, OBDC and OBDE have filed with
the SEC and mailed to their respective shareholders a joint proxy
statement/prospectus (the "Joint Proxy Statement") and OBDC has
filed with the SEC a registration statement on Form N-14 (the
"Registration Statement") that includes the Joint Proxy Statement
and a prospectus of OBDC. The Joint Proxy Statement and the
Registration Statement contain important information about OBDC,
OBDE, the Mergers and related matters. This press release does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval. No offer
of securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended. SHAREHOLDERS OF OBDC AND OBDE ARE URGED TO READ THE JOINT
PROXY STATEMENT AND THE REGISTRATION STATEMENT AND OTHER DOCUMENTS
THAT ARE FILED OR WILL BE FILED WITH THE SEC AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT OBDC, OBDE, THE MERGERS AND RELATED
MATTERS. Investors and security holders will be able to obtain the
documentation filed with the SEC free of charge at the SEC's
website, http://www.sec.gov and for documents filed by OBDC, from
OBDC's website at https://www.blueowlcapitalcorporation.com and for
documents filed by OBDE, from OBDE's website at
https://www.blueowlcapitalcorporationiii.com.
Participants in the Solicitation
OBDC, its directors, certain of its executive officers and
certain employees and officers of Blue Owl Credit Advisors LLC and
its affiliates may be deemed to be participants in the solicitation
of proxies in connection with the Mergers. Information about
directors and executive officers of OBDC is set forth in its proxy
statement for its 2024 Annual Meeting of Shareholders, which was
filed with the SEC on March 28, 2024.
OBDE, its directors, certain of its executive officers and certain
employees and officers of Blue Owl Diversified Credit Advisors LLC
and its affiliates may be deemed to be participants in the
solicitation of proxies in connection with the Mergers. Information
about directors and executive officers of OBDE is set forth in its
proxy statement for its 2024 Annual Meeting of Shareholders, which
was filed with the SEC on March 28,
2024. Information regarding the persons who may, under the
rules of the SEC, be considered participants in the solicitation of
the OBDC and OBDE shareholders in connection with the Mergers will
be contained in the Joint Proxy Statement when such document
becomes available. These documents may be obtained free of charge
from the sources indicated above.
Investor Contact:
BDC Investor Relations
Michael Mosticchio
michael.mosticchio@blueowl.com
Media Contact:
Prosek Partners
Josh Clarkson
pro-blueowl@prosek.com
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SOURCE Blue Owl Capital Corporation