Blue Owl Capital Corp美股招股说明书(2025-05-13版)

We are offering $500,000,000 in aggregate principal amount of 6.200% notes due 2030, which we refer to as the Notes. The Notes will matureon July 15, 2030. We will pay interest on the Notes on January 15 and July 15 of each year. We may redeem the Notes in whole or in part at any time or from time to time at the redemption price discussed under the caption “Descriptionof the Notes — Optional Redemption” in this prospectus supplement. In addition, holders of the Notes can require us to repurchase the Notes at100% of their principal amount upon the occurrence of a Change of Control Repurchase Event (as defined herein). The Notes will be issued inminimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The Notes will be our direct unsecured obligation and rank pari passu, or equal in right of payment, with all outstanding and future unsecuredunsubordinated indebtedness issued by us. As of March 31, 2025, we had approximately $10.3 billion of debt outstanding of which $5.2 billion wasunsecured and unsubordinated indebtedness and $5.1 billion was indebtedness secured by our assets or assets of our subsidiaries, and, therefore, willbe effectively and/or structurally senior to the Notes. We are a specialty finance company focused on lending to U.S. middle market companies. We define “middle market companies” to generallymean companies with earnings before interest expense, income tax expense, depreciation and amortization (“EBITDA”) between $10 million and$250 million annually, and/or annual revenue of $50 million to $2.5 billion at the time of investment, although we may on occasion invest in smalleror larger companies if an opportunity presents itself. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-relatedsecurities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’scommon equity. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receivea rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk.” Our investment objective is togenerate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. We are an externally managed, closed-end management investment company that has elected to be regulated as a business developmentcompany (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). We have elected to be treated, and intend to qualifyannually, as a regulated 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. Investing in the Notes involves risks, including the risk of leverage, that are described in “Risk Factors” beginning on pageS-21of thisprospectus supplement and page29of the accompanying prospectus. This prospectus supplement and the accompanying prospectus contain important information you should know before investing in the Notes.Please read this prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein and therein beforeinvesting and keep it for future reference. We also file periodic and current reports, proxy statements and other information about us with the U.S.Securities and Exchange Commission (the “SEC”). This information is available free of charge by contacting us at 399 Park Avenue, New York, NY10022, calling us at (212) 419-3000 or visiting our corporate website located atwww.blueowlcapitalcorporation.com. Information on our website isnot incorporated into or a part of this prospectus supplement or the accompanying prospectus. The SEC also maintains a website athttp://www.sec.gov that contains this information. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERALDEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectussupplement is truthful or complete. Any representation to the contrary is a criminal offense. Publicoffering priceSalesload(underwriting discountsandcommissions)paidbyusProceedsto us, before expenses(1)(2) (1)The public offering price set forth above does not include accrued interest, if any. Interest on the Notes must be paid by the purchaser if the Notes are delivered after May 15, 2025.(2)We estimate that we will incur offering expenses of approximately $1,500,000. Delivery of the Notes offered hereby in book-entry form only through the Depository Trust Company for the accounts of its participants,including Euroclear Bank S.A./N.V., as operator of the