SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/02/22 Blue Owl Capital Inc. 8-K:8,9 6/01/22 14:442K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 155K 3: EX-99.1 Miscellaneous Exhibit HTML 12K 4: EX-99.2 Miscellaneous Exhibit HTML 12K 9: R1 Document and Entity Information HTML 51K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- d297722d8k_htm XML 18K 11: EXCEL IDEA Workbook of Financial Reports XLSX 6K 6: EX-101.DEF XBRL Definitions -- owl-20220601_def XML 40K 7: EX-101.LAB XBRL Labels -- owl-20220601_lab XML 66K 8: EX-101.PRE XBRL Presentations -- owl-20220601_pre XML 42K 5: EX-101.SCH XBRL Schema -- owl-20220601 XSD 15K 13: JSON XBRL Instance as JSON Data -- MetaLinks 14± 21K 14: ZIP XBRL Zipped Folder -- 0001193125-22-166206-xbrl Zip 51K
8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 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): i June 1, 2022
i BLUE OWL CAPITAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE | i 001-39653 | i 86-3906032 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
i 399 Park Avenue, i New York, i NY i 10022
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: i (212) i 419-3000
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:
i ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
i ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
i ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
i ☐ | 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 |
Name of each exchange on which registered | ||
i Class A Shares | i OWL | i New York Stock Exchange | ||
i Warrants to purchase Class A Shares | i OWL.WS | i 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 i ☐
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 8.01 | Other Events. |
On June 1, 2022, Blue Owl Capital Inc. (the “Company”) issued a press release announcing the public offering (the “Offering”) of 10,698,180 shares of Class A common stock, par value $0.0001 per share (the “Class A Shares”), offered by the NBSH Blue Investments II, LLC (the “Selling Stockholder”).
On June 2, 2021, the Company issued a press release announcing the pricing of the Offering at a public offering price of $11.50 per share. The Company will not receive any of the proceeds from the Class A Shares being sold by the Selling Stockholder. The Offering is expected to close on June 6, 2022 subject to customary closing conditions.
Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
On June 1, 2022, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Citigroup Global Markets Inc., as representatives of the underwriters (the “Underwriter”), and Selling Stockholder, relating to the Offering by the Selling Stockholder of 10,698,180 shares of Class A Shares, and a 30-day option granted to the Underwriters to purchase up to an additional 1,604,727 shares of Class A Shares from the Selling Stockholder, at a price to the public of $11.50 per share.
The Class A Shares in the Offering were offered on a prospectus supplement dated June 1, 2022, which amended and supplemented the prospectus dated August 2, 2021, which forms a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-257190), which was initially filed with the Securities and Exchange Commission (“SEC”) on June 17, 2021, which was declared effective on August 2, 2021 and amended by Post-Effective Amendment No. 1 filed on April 21, 2022, which was declared effective on May 2, 2022, as supplemented by the prospectus supplement filed by the Company on May 5, 2022.
The Underwriting Agreement contains customary representations, warranties, covenants and closing conditions. It also provides for customary indemnification by each of the Company, the Selling Stockholder and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits:
Exhibit |
Description | |
1.1 | Underwriting Agreement, dated as of June 1, 2022, by and among Blue Owl Capital Inc., NBSH Blue Investments II, LLC and BofA Securities, Inc. and Citigroup Global Markets Inc. | |
99.1 | Press Release dated June 1, 2022 | |
99.2 | Press Release dated June 2, 2022 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 INC. | ||||||
Date: June 2, 2022 | By: | /s/ Neena Reddy | ||||
Name: | Neena Reddy | |||||
Title: | General Counsel and Secretary |
2
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
6/6/22 | ||||
Filed on: | 6/2/22 | 424B3, DEFA14A | ||
For Period end: | 6/1/22 | 424B3 | ||
5/5/22 | 10-Q, 424B2, 424B3, 8-K | |||
5/2/22 | 424B3, EFFECT | |||
4/21/22 | DEF 14A, DEFA14A, POS AM | |||
8/2/21 | 424B3, EFFECT | |||
6/17/21 | S-1, SC 13G | |||
6/2/21 | D | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/04/23 Blue Owl Capital Inc. 424B3 1:1M Donnelley … Solutions/FA 12/22/22 Blue Owl Capital Inc. S-3 4:1.1M Donnelley … Solutions/FA 6/28/22 Blue Owl Capital Inc. 424B3 1:643K Donnelley … Solutions/FA 6/28/22 Blue Owl Capital Inc. 424B3 1:643K Donnelley … Solutions/FA 6/28/22 Blue Owl Capital Inc. 424B2 1:203K Donnelley … Solutions/FA 6/28/22 Blue Owl Capital Inc. 424B3 1:464K Donnelley … Solutions/FA 6/16/22 Blue Owl Capital Inc. S-3 5:1M Donnelley … Solutions/FA 6/16/22 Blue Owl Capital Inc. S-3DPOS 6/16/22 2:276K Donnelley … Solutions/FA 6/16/22 Blue Owl Capital Inc. POS AM 4:760K Donnelley … Solutions/FA 6/16/22 Blue Owl Capital Inc. POS AM 4:760K Donnelley … Solutions/FA |