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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): January 13, 2025

Date of Report (Date of earliest event reported): January 8, 2025

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(s)

Name of each exchange 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 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 52.0701. Completion ~~– Submission~~ of ~~Matters~~Acquisition toor aDisposition ~~Vote~~ of ~~Security Holders~~Assets.

On January 13, 2025, Blue Owl Capital Corporation, a Maryland corporation (“OBDC”), completed its previously announced acquisition of Blue Owl Capital Corporation III, a Maryland corporation (the “Company”), ~~held~~pursuant ~~its~~to ~~special~~that ~~meeting~~certain Agreement and Plan of ~~shareholders~~Merger on(the ~~January~~“Merger 8Agreement”), ~~2025~~dated as of August 7, 2024, by and ~~submitted~~among ~~one~~the ~~matter~~Company, OBDC, Cardinal Merger Sub Inc., a Maryland corporation and wholly owned subsidiary of OBDC (“Merger Sub”), and for certain limited purposes, Blue Owl Credit Advisors LLC, a Delaware limited liability and investment adviser to OBDC (“OBDC Adviser”) and Blue Owl Diversified Credit Advisors, a Delaware limited liability and investment adviser to the ~~vote~~Company of(“OBDE Adviser”). Pursuant to the ~~shareholders~~Merger Agreement, Merger Sub was first merged with and into the Company, with the Company as the surviving corporation (the “Initial Merger”), and, immediately following the Initial Merger, the Company was then merged with and into OBDC, with OBDC as the surviving company (the Initial Merger and the subsequent merger, collectively, the “Merger”). AAs ~~summary~~a result of, and as of the ~~matter~~effective ~~voted~~time ~~upon~~of, bythe ~~shareholders~~Merger, isthe ~~set~~Company’s ~~forth~~separate ~~below~~existence ceased.

~~1.Shareholders~~In ~~approved~~accordance with the ~~Agreement~~terms ~~and Plan~~ of the Merger Agreement, ~~dated~~at asthe effective time of ~~August~~the 7Merger, ~~2024,~~each byoutstanding ~~and~~share ~~among~~of ~~Blue~~the ~~Owl~~Company’s ~~Capital~~common ~~Corporation,~~stock awas ~~Maryland~~converted ~~corporation,~~into ~~Cardinal~~the ~~Merger~~right ~~Sub~~to ~~Inc~~receive 0.,9779 ashares ~~Maryland~~of ~~corporation~~common ~~and~~stock, ~~wholly~~par ~~owned~~value ~~subsidiary~~$0.01 per share of ~~Blue~~OBDC’s ~~Owl~~common ~~Capital~~stock ~~Corporation,~~(with the Company,’s astockholders ~~Maryland~~receiving ~~corporation,~~cash ~~Blue~~in ~~Owl~~lieu ~~Credit~~of ~~Advisors~~fractional ~~LLC,~~shares aof ~~Delaware~~OBDC’s ~~limited~~common ~~liability~~stock). ~~company~~As ~~(for~~a result of the ~~limited~~Merger, ~~purposes~~OBDC ~~set~~will ~~forth~~issue ~~therein)~~an ~~and~~aggregate ~~Blue~~of ~~Owl~~approximately ~~Diversified~~120,630,637 ~~Credit~~shares ~~Advisors~~of ~~LLC,~~its acommon ~~Delaware~~stock ~~limited~~to ~~liability~~former ~~company~~stockholders ~~(for~~of the ~~limited~~Company ~~purposes~~prior ~~set~~to ~~forth~~any ~~therein)~~adjustment ~~based~~for onthe former stockholders of the ~~following~~Company ~~votes:~~receiving cash in lieu of fractional shares.

For

Against

Abstain

Broker Non-Votes

87,725,303

12,133

59,145

N/A

The foregoing description of the Merger Agreement is a summary only and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which was filed by the Company as Exhibit 2.1 to its Current Report on Form 8-K filed on August 7, 2024, which is incorporated herein by reference.

Item 73.01 –. Notice ~~Regulation~~of FDDelisting ~~Disclosure~~or Failure to Satisfy a Continued Listing Rule; Transfer of Listing.

OnIn connection with the closing of the transactions contemplated by the Merger Agreement, on January 813, 2025, the Company ~~issued~~notified the New York Stock Exchange (the “NYSE”) of the consummation of the Merger and requested that the NYSE file with the Securities and Exchange Commission (“SEC”) a ~~press~~Form ~~release.~~25 ~~The~~Notification ~~press~~of ~~release~~Removal isof ~~attached~~Listing and/or Registration to delist the shares of the Company’s common stock under Section 12(b) of the Securities Exchange Act of 1934, as ~~Exhibit~~amended 99(the “Exchange Act”).1 Trading of shares of the Company’s common stock on NSYE was halted prior to ~~this~~the ~~Form~~open ~~8-K~~of ~~and~~trading on January 13, 2025. The information contained in Item 2.01 is incorporated herein by reference.

~~The information in~~ Item 73.~~01 of this Current Report on Form 8-K, including Exhibit 99~~03.1 Material ~~furnished~~Modification ~~herewith, is being furnished and shall not be deemed “filed” for any purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject~~ to ~~the~~Rights ~~liabilities~~ of ~~such~~Security ~~Section~~Holders. The information in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The information required by Item 83.0103 is contained in Items 2.01 ~~Other~~and ~~Events~~is incorporated herein by reference.

~~The~~Item ~~Company announced that its previously declared special dividend of $0~~5.5201. Changes ~~per share payable~~ in ~~cash~~Control ~~on or before January 31, 2025 to shareholders~~ of ~~record as of December 31, 2024 and its previously declared fourth quarter 2024 regular dividend of $0~~Registrant.35 per share, payable on or before January 15, 2025 to shareholders of record as of December 31, 2024, would be paid on January 9, 2025 and January 10, 2025, respectively. The special dividend is equal to the Company's undistributed taxable income estimated to be remaining as of the closing of the merger and includes any unpaid special dividends previously declared in conjunction with the Company's listing in January 2024.

The information required by Item 5.01 is contained in Item 2.01 and is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Merger Agreement, each of the named executive officers and directors of the Company ceased to be named executive officers and directors of the Company as of the effective time of the Merger (and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices).

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the terms of the Merger Agreement, at the effective time of the Initial Merger, the articles of amendment and restatement, as amended, of the Company was amended and restated in its entirety in the form of the certificate of incorporation of Merger Sub and became the amended and restated charter of the Company, and the bylaws of Merger Sub, as in effect immediately prior to the effective time of the Initial Merger, became the second amended and restated bylaws of the Company (as the surviving corporation in the Initial Merger). The amended and restated charter and second amended and restated bylaws of the Company (as the surviving corporation in the Initial Merger), each as in effect immediately following the effective time of the Initial Merger, are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On January 13, 2025, OBDC issued a press release announcing, among other things, the closing of the Merger. A copy of the press release is furnished herewith as Exhibit 99.1.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being “furnished” and is not deemed “filed” by the Company for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor is it deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

This Current Report may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included in this Current Report on Form 8-K may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. Actual results may differ materially from those expressed or implied in the forward-looking statements as a result of a number of factors, including those described from time to time in filings with the Securities and Exchange Commission.

Such forward-looking statements may include statements preceded by, followed by or that otherwise include the words “anticipate,” “believe,” “expect,” “seek,” “plan,” “should,” “estimate,” “project” and “intend” or similar words indicate forward-looking statements, although not all forward-looking statements include these words. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in filings made by the Company with the SEC. Certain factors could cause actual results to differ materially from those projected in these forward-looking statements. Factors that could cause actual results to differ materially include: the ability to realize the anticipated benefits of the Merger, the effect that the consummation of the Merger may have on the trading price of the combined company’s common stock on the NYSE, the combined company’s plans, expectations, objectives and intentions as a result of the Merger, the business prospects of the combined company and the prospects of its portfolio companies, actual and potential conflicts of interests with OBDE Adviser, general economic and political trends and other factors, the dependence of the combined company’s future success on the general economy and its effect on the industries in which they invest, and future changes in laws or regulations and interpretations thereof. The Company undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this Current Report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number						Description
99.1						Press Release, dated January 8, 2025.
2.1						Agreement and Plan of Merger, by and among Blue Owl Capital Corporation, Blue Owl Capital Corporation III, Cardinal Merger Sub Inc., and, solely for the limited purposes set forth therein, Blue Owl Credit Advisors LLC and Blue Owl Diversified Credit Advisors LLC, dated as of August 7, 2024 (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed on August 7, 2024).
3.1						Amended and Restated Charter, dated January 13, 2025.
3.2						Second Amended and Restated Bylaws, dated January 13, 2025.
99.1						Press Release of Blue Owl Capital Corporation, dated January 13, 2025.
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
Date: January 8, 2025	By:	/s/ Jonathan Lamm
Date: January 13, 2025	By:	/s/ Jonathan Lamm
		Name: Jonathan Lamm
		Title: Chief Financial Officer and Chief Operating Officer
		Title: Chief Financial Officer

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