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
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.
Financial Statements and Exhibits