Blue Owl Capital Corp美股招股说明书(2026-04-13版)

$Blue Owl Capital Corporation% Notes Due We are offering $in aggregate principal amount of% notes due, which we refer to as the Notes. The Notes will mature on.We will pay interest on the Notes onandof 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 December 31, 2025, we had approximately $9.4 billion of debt outstanding of which $5.0 billionwas unsecured and unsubordinated indebtedness and $4.4 billion was indebtedness secured by our assets or assets of our subsidiaries, and, therefore,will be 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 $25 million and$500 million annually, and/or annual revenue of $125 million to $5 billion. We may on occasion invest in smaller or larger companies if an attractiveopportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and large syndicated loan markets. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans, broadly syndicated loans and, to a lesser extent, equityand 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 instruments were rated, theywould likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk.” Ourinvestment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorablerisk-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-20of thisprospectus supplement and page29of the accompanying prospectus. This prospectus supplement and the accompanying prospectus containimportant information you should know before investing in the Notes. Please read this prospectus supplement and the accompanying prospectus andthe documents incorporated by reference herein and therein before investing 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 freeof charge by contacting us at 399 Park Avenue, New York, NY 10022, calling us at (212) 419-3000 or visiting our corporate website located atwww.blueowlcapitalcorporation.com. Information on our website is not incorporated into or a part of this prospectus supplement or theaccompanying prospectus. The SEC also maintains a website at http://www.sec.gov that contains this information. THE NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSITINSURANCE 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 prospectus supplementis truthful or complete. Any representation to the contrary is a criminal offense. Public offering priceSales load (underwriting discounts and commissions) paid by usProceeds to 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 deliveredafter, 2026.(2)We estimate that we will incur offering expenses of approximately $. Delivery of the Notes offered hereby in book-entry form only through the Depository Trus