Item 3.02. Unregistered Sales of Equity Securities.
At or following the closing of the Acquisition (as defined below), Blue Owl Capital Inc. (the “Company”) will deliver up to approximately 43,081,378 common units in each of Blue Owl Capital Holdings LP and Blue Owl Capital Carry LP (the “Blue Owl Operating Partnerships”) (collectively, the “Common Units”), calculated based on the daily volume weighted average price per share of the Company’s Class A common stock (“Class A Shares”) quoted on the New York Stock Exchange for the 20 consecutive trading day period ended October 2, 2024, and an equal number of shares of Class C common stock, par value $0.0001 per share (“Class C Shares”) of the Company, representing an aggregate value of approximately $788.6 million, subject to certain closing consideration adjustments (the “Closing Equity Consideration”).
Additionally, pursuant to the Services Agreement (as defined below), the Company expects to issue in 2026 14,175,000 Class P limited partner interests in the Blue Owl Operating Partnerships (the “Incentive Units”), subject to future targets. The Company also expects to issue in 2027 or 2028 a meaningful amount of additional Incentive Units pursuant to the Services Agreement, subject to the achievement of certain future targets. The Incentive Units will be fully vested upon issuance and may convert into Common Units (and corresponding Class C Shares) upon becoming economically equivalent on a tax basis to Common Units.
The Common Units and Class C Shares will be issued pursuant to and in accordance with the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
The holders of the Common Units may, from time to time, exchange an equal number of Common Units and cancel an equal number of Class C Shares in exchange for an equal number of newly issued shares of the Company’s Class A Shares.
Item 7.01. Regulation FD Disclosure.
The disclosure set forth in Item 8.01 of this Form 8-K is incorporated by reference into this Item 7.01.
On October 7, 2024, the Company issued a press release announcing the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.
On October 7, 2024, the Company posted an investor presentation to its website under the heading “Events and Presentations” (https://ir.blueowl.com/Investors/events-and-presentations/), summarizing certain terms of the Acquisition.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On October 6, 2024, the Company, Blue Owl Capital GP LLC, a Delaware limited liability company, Blue Owl Capital Holdings LP, a Delaware limited partnership, Blue Owl Capital Carry LP, a Delaware limited partnership and Blue Owl Capital Carry LP, a Delaware limited partnership, each an indirect subsidiary of the Company, entered into a definitive transaction agreement to acquire substantially all of the assets of IPI Partners, LLC, a joint venture between an affiliate of ICONIQ Capital, LLC (“ICONIQ”) and an affiliate of Iron Point Partners (the “Acquisition”). The aggregate consideration for the Acquisition is approximately $1.0 billion, consisting of (i) approximately $203.8 million in cash, subject to certain closing consideration adjustments, and (ii) the Closing Equity Consideration.