On December 6, 2021, Blue Owl Capital Inc. (the “Company”) issued a press release announcing the public offering (the “Offering”) of 26,717,377 shares of Class A common stock, par value $0.0001 per share (the “Class A Shares”), by NBSH Blue Investments II, LLC (the “Selling Stockholder”).
On December 7, 2021, the Company issued a press release announcing the pricing of the Offering at a public offering price of $14.50 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 December 9, 2021 subject to customary closing conditions.
Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
Underwriting Agreement
On December 6, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the underwriters (the “Underwriters”), and the Selling Stockholder, relating to the Offering by the Selling Stockholder of 26,717,377 Class A Shares, and a 25-day option granted to the Underwriters to purchase up to an additional 4,007,606 Class A Shares from the Selling Stockholder, at a price to the public of $14.50 per share.
The Class A Shares in the Offering were offered pursuant to a prospectus supplement dated December 6, 2021, 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), as previously supplemented by the prospectus supplements filed by us on August 23, 2021 and November 10, 2021.
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.