Blue Owl Capital Corp美股招股说明书(2025-02-21版)

We have entered into an equity distribution agreement (the “equity distribution agreement”) with each of RBC Capital Markets,LLC, Truist Securities, Inc., Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc., Citizens JMP Securities, LLC,Keefe, Bruyette & Woods, Inc., Raymond James & Associates, Inc. and Santander US Capital Markets LLC (each, a “sales agent”),and our investment adviser, Blue Owl Credit Advisors LLC (the “Adviser”), relating to the offer and sale of shares of our commonstock pursuant to this prospectus supplement and the accompanying prospectus. In accordance with the terms of the equity distributionagreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $750,000,000 from time totime through the sales agents. Our investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investmentopportunities with favorable risk-adjusted returns. Our investment strategy focuses primarily on originating and making loans to, andmaking debt and equity investments in, U.S. middle-market companies. We define “middle-market companies” to generally meancompanies with earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) between $10million and $250 million annually, and/or annual revenue of $50 million to $2.5 billion at the time of investment, although we may onoccasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in thecapital markets, including the high yield and large syndicated loan markets. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into aportfolio company’s common equity. The debt in which we invest typically is not rated by any rating agency, but if these instrumentswere rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as“high yield” or “junk.” We are an externally managed, closed-end management investment company that has elected to be regulated as a businessdevelopment company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We are advised by theAdviser pursuant to an investment advisory agreement. The Adviser is registered as an investment adviser with the U.S. Securities andExchange Commission (the “SEC”). The Adviser is an indirect affiliate of Blue Owl Capital Inc. (“Blue Owl”) (NYSE: OWL) andpart of Blue Owl’s Credit platform, which includes several strategies, including direct lending, alternative credit, investment gradecredit, liquid credit and other adjacent investment strategies. We have elected to be treated, and intend to qualify annually, as aregulated investment company (“RIC”) under the Internal Revenue Code of 1986, as amended (the “Code”), for U.S. federal incometax purposes. As a BDC and a RIC, we are required to comply with certain statutory and regulatory requirements. Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “OBDC.” On February 20, 2025, thelast reported sales price of our common stock on the NYSE was $15.53 per share. The net asset value per share of our common stockon December 31, 2024 (the last date prior to the date of this prospectus supplement for which we reported net asset value) was $15.26. Sales of shares of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made intransactions that are deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, asamended (the “Securities Act”), including sales made directly on or through the NYSE, sales made to or through market makers andsales made through any other existing trading market or electronic communications network, and by any other method permitted bylaw, including privately negotiated transactions, which may include block trades, as we and the sales agents may agree. None of thesales agents are required to sell any specific number or dollar amount of shares of our common stock but will make all sales usingcommercially reasonable efforts consistent with their normal trading and sales practices on mutually agreed terms between the salesagents and us. Each of the sales agents will be entitled to compensation of up to 1.50% of the gross sales price for any shares of common stocksold through it as a sales agent under the equity distribution agreement, as further described herein under the caption “Plan ofDistribution.” In connection with the sale of shares of common stock on our behalf, each sales agent may be deemed to be an“underwriter” within the meaning of the Securities Act, and the compensation of each sales agent may be deemed to be underwritingcommis