Blue Owl Capital Responds to Purported Shareholder Claims in Merger Update
By Staff
Blue Owl Capital Corporation (NYSE: OBDC) and Blue Owl Capital Corporation III (NYSE: OBDE), both formerly non-traded business development companies focused on lending to the U.S. middle-market, announced the latest update regarding their pending merger.
According to a recent filing, OBDC, OBDE and the boards of both companies received demand letters sent on behalf of purported shareholders of both companies alleging, among other things, that the registration statement filed with respect to the merger contains materially misleading and incomplete statements.
Both companies stated that they believe these claims are without merit and do not believe that supplemental disclosures are required or necessary under any applicable laws. However, in an attempt to reduce the costs and uncertainties of potential litigation, OBDC and OBDE decided to voluntarily supplement the prospectus.
OBDC, OBDE and their boards specifically denied all allegations in the shareholder letters and said that none of the updates shall be deemed an admission of the legal necessity or materiality of any of these disclosures under applicable law.
Some of the updates include a statement that the OBDE board has declared a special dividend of $0.52 per share, payable in cash on or before Jan. 31, 2025 to shareholders of record as of Dec. 31, 2024; a description of the members of the OBDC special committee which will analyze and evaluate the proposed merger; a new section titled “Certain Prospective Financial Information Provided by OBDE and OBDC;” and more detailed descriptions of certain calculations and analyses.
The companies first announced that they had entered into a definitive merger agreement, with OBDC as the surviving company, in August 2024. The combined company will be externally managed by Blue Owl Credit Advisors LLC, and all current OBDC officers and directors will remain in their current roles. The combined company will trade under the ticker “OBDC” on the New York Stock Exchange.
Completion of the proposed merger is subject to OBDC and OBDE shareholder approvals, customary regulatory approvals and other customary closing conditions. Assuming satisfaction of these conditions, the transaction is expected to close in the first quarter of 2025.
Similarly, Blue Owl Capital, Inc. (NYSE: OWL) was created in 2021 from a merger between Owl Rock Capital Group and Dyal Capital Partners. Blue Owl Capital was named one of the top fundraisers in the investment space in 2024 according to Robert A. Stanger & Company.
Click here to visit The DI Wire directory page.
