UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November 21~~December 5, 2024

BLUE OWL CAPITAL CORPORATION III

(Exact name of Registrant as Specified in Its Charter)

Maryland

814-01345

84-4493477

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

399 Park Avenue

New York, NY

10022

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (212) 419-3000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common Stock, par value $0.01 per share		OBDE		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement

On ~~November~~December 215, 2024, ~~Blue~~ORCC ~~Owl~~III ~~Capital~~Financing ~~Corporation~~LLC ~~III~~ (~~the~~ “~~Company~~ORCC III Financing”), ~~entered~~a ~~into~~wholly ~~the~~owned ~~Second~~subsidiary ~~Amended~~of ~~and~~Blue ~~Restated~~Owl ~~Senior~~Capital ~~Secured~~Corporation ~~Revolving~~III, ~~Credit~~a ~~Agreement~~Maryland corporation (the “~~A&R~~Predecessor ~~Facility~~Equityholder”), ~~which~~Blue ~~amends~~Owl ~~and~~Diversified ~~restates in its entirety that certain Amended and Restated Senior Secured Revolving~~ Credit ~~Agreement,~~Advisors ~~dated~~LLC ~~as of December 14, 2022~~ (~~as amended by~~ the ~~First~~“Predecessor ~~Amendment~~Collateral toManager”), ~~Amended~~Blue ~~and~~Owl ~~Restated Senior Secured Revolving~~ Credit ~~Agreement,~~Advisors ~~dated~~LLC ~~as of December 21, 2023). The parties to~~ the ~~A&R~~“Successor ~~Facility~~Collateral ~~include the Company~~Manager”), asSociete ~~Borrower~~Generale, ~~the lenders from time to time party thereto and JPMorgan Chase Bank, N.A.,~~ as ~~Administrative~~agent ~~Agent. The A&R Facility provides for, among other things,~~ (~~i) an extension of~~ the ~~revolver availability period from December 2027 to November 2028, (ii~~“Agent”) anand ~~extension~~swingline ~~of the scheduled maturity date from December 2028 to November 2029~~lender, ~~(iii)~~each ~~an increase~~ of the ~~total~~lenders ~~facility~~party ~~amount~~thereto ~~from~~and ~~$600,000,000~~Blue toOwl ~~$700,000,000,~~Capital ~~(iv)~~Corporation ~~a reduction of the unused fee from 0.375% to 0.350% on all unused commitments,~~ (~~v) a reduction of~~ the ~~applicable~~“Successor ~~margin to (II~~Equityholder”) ~~(x)~~ ifentered ~~the~~into ~~Gross~~Amendment ~~Borrowing Base is less than 1~~No. 6 ~~times the Combined Debt Amount, (A) with respect~~ to ~~any ABR~~ Loan, ~~0.875%~~and ~~per~~Servicing ~~annum,~~Agreement ~~(B) with respect to any Term Benchmark Loan, 1.875% per annum,~~ and ~~(C) with~~Omnibus ~~respect~~Amendment to ~~any~~Certain ~~RFR~~Transaction ~~Loan,~~Documents ~~1.875% per annum or~~ (~~y) if~~ the ~~Gross~~“Sixth ~~Borrowing~~Credit ~~Base~~Facility ~~is greater than or equal to 1.6 times the Combined Debt Amount, (A~~Amendment”) ~~with respect to any ABR Loan, 0~~.~~750%~~ ~~per annum, (B) with respect to any Term Benchmark Loan, 1.750% per annum, and (C) with respect to any RFR Loan, 1.750% per annum, and (vi) a reset of the minimum shareholders’ equity test.~~

~~Proceeds~~The Sixth Credit Facility Amendment amends the Loan and Servicing Agreement, dated as of July 29, 2021 (the ~~A&R~~“Original Closing Date”) (as amended, supplemented, amended and restated and otherwise modified from time to time, the “Credit Agreement”) by and among ORCC III Financing, the Predecessor Equityholder, the Predecessor Collateral Manager, the Agent, State Street Bank and Trust Company, as collateral agent, Alter Domus (US) LLC, as collateral custodian, and the lenders party thereto to provide for, among other things, the Successor Equityholder to succeed the Predecessor Equityholder as equityholder and the Successor Collateral Manager to succeed the Predecessor Collateral Manager as collateral manager. The Sixth Credit Facility ~~may~~Amendment bealso ~~used~~provides for ~~general~~the ~~corporate~~Successor ~~purposes~~Equityholder to succeed the Predecessor Equityholder as “Seller” and the Successor Collateral Manager to replace the Predecessor Collateral Manager as collateral manager under the Sale and Contribution Agreement, ~~including~~dated as of the ~~funding~~Original Closing Date, between the Company and ORCC III Financing and the other Transaction Documents (as defined in the Credit Agreement) other than the Retention Letter (as defined in the Credit Agreement) and the Credit Agreement. The amendments provided for in the Sixth Credit Facility Amendment will become effective upon completion of ~~portfolio~~the ~~investments~~mergers (the “Mergers”) contemplated by the Agreement and Plan of Merger dated as of August 7, 2024, among the Predecessor Equityholder, the Successor Equityholder, a wholly owned subsidiary of the Successor Equityholder, the Successor Collateral Manager and the Predecessor Collateral Manager pursuant to which the Predecessor Equityholder will merge with and into the Successor Equityholder. In connection with the Sixth Credit Facility Amendment, the Successor Equityholder has agreed to serve as “Retention Holder” for purposes of the EU and UK retention requirements upon completion of the Mergers.

The ~~initial~~description ~~maximum~~above ~~principal amount of the A&R Facility~~ is ~~$700,000,000,~~only ~~subject~~a tosummary ~~availability~~of ~~under~~ the ~~borrowing~~material ~~base,~~provisions ~~which~~of ~~is based on~~ the ~~Company’s~~Sixth ~~portfolio~~Credit ~~investments~~Facility Amendment and ~~other~~is ~~outstanding~~qualified ~~indebtedness.~~in ~~Maximum~~its ~~capacity~~entirety ~~under~~by ~~the~~reference ~~A&R Facility may be increased~~ to ~~$1,100,000,000~~a ~~through~~copy ~~the~~of ~~exercise by~~ the ~~Company~~form of anSixth ~~uncommitted~~Credit ~~accordion~~Facility ~~feature~~Amendment, ~~through~~ which ~~existing~~is ~~and~~filed ~~new~~as ~~lenders~~Exhibit ~~may,~~10.1 ~~at their option, agree~~ to ~~provide~~this ~~additional~~current ~~financing.~~report ~~The~~on ~~A&R~~Form ~~Facility is secured by a perfected first~~8-~~priority~~K ~~interest in substantially all of the portfolio investments held by the Company~~ and ~~certain~~is ~~domestic~~incorporated ~~subsidiaries~~herein ~~of the Company that are formed or acquired~~ by ~~the Company in the future, subject to certain exceptions~~reference.

During the period from the Commitment Termination Date to the Maturity Date, the Company will be obligated to make mandatory prepayments under the A&R Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.

The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the A&R Facility in U.S. dollars will bear interest at either term SOFR plus a margin, or the prime rate plus a margin. The Company may elect either the term SOFR or prime rate at the time of drawdown, and loans denominated in U.S. dollars may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the A&R Facility in other permitted currencies will bear interest at the relevant rate specified therein plus an applicable margin.

The A&R Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

Item 2.03.

Creation of a Direct Financial Obligation

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
ExhibitNumber		Description
10.1		~~Second~~Amendment ~~Amended~~No. ~~and~~6 ~~Restated~~to ~~Senior~~Loan ~~Secured~~and ~~Revolving~~Servicing ~~Credit~~ Agreement, dated as of ~~November~~December 215, 2024, by and among ORCC III Financing LLC, as Borrower, Blue Owl Capital Corporation III, as ~~Borrower~~Equityholder, Blue Owl Diversified Credit Advisors LLC, as Predecessor Collateral Manager, Blue Owl Credit Advisors LLC, as Successor Collateral Manager, the Lenders ~~and~~from ~~Issuing~~time ~~Banks~~to ~~party~~time parties thereto, ~~and~~Société ~~JPMorgan~~Générale, ~~Chase~~as ~~Bank~~Agent, ~~N.A.~~Blue Owl Capital Corporation, as ~~Administrative~~Successor ~~Agent~~Equityholder, ~~and~~the ~~JPMorgan~~other ~~Chase~~Lender ~~Bank,~~Agents ~~N.A.~~parties thereto, ~~MUFG~~State ~~Union~~Street Bank, ~~N.A,~~ and ~~Sumitomo~~Trust ~~Mitsui~~Company, ~~Banking~~as ~~Corporation~~Collateral Agent, asand ~~Joint~~Alter ~~Lead~~Domus ~~Arrangers~~(US) ~~and~~LLC, ~~Joint~~as ~~Book~~Collateral ~~Runners~~Custodian.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Blue Owl Capital Corporation III

Dated: November 25, 2024

/s/ Jonathan Lamm

Dated: December 9, 2024

/s/ Jonathan Lamm

Name: Jonathan Lamm Title: Chief Operating Officer and Chief Financial Officer

Jonathan Lamm

Chief Operating Officer and Chief Financial Officer

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