Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 6, 2021 (June 30, 2021)





(Exact name of Registrant as Specified in Its Charter)




Maryland   814-01190   47-5402460
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)


399 Park Avenue,
38th Floor
New York, NY
(Address of Principal Executive Offices)   (Zip Code)


Registrant’s Telephone Number, Including Area Code: (212) 419-3000


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)




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 (see General Instructions A.2. below):


¨       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company    ¨


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.    ¨


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.01 per share   ORCC   The New York Stock Exchange







Item 1.01. Entry into a Material Definitive Agreement.


Effective as of June 30, 2021, capital commitments to Sebago Lake LLC (“Sebago Lake”) were increased to an aggregate of $371,500,000. In connection with this change, Owl Rock Capital Corporation (the “Company”) increased its economic ownership to 87.5% from 50.0% and The Regents of the University of California (“Regents”) transferred its remaining economic interest of 12.5% to Nationwide Life Insurance Company.


Sebago Lake, a Delaware limited liability company, was formed in 2017 as a joint venture between the Company and Regents to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. There will be no changes to Sebago Lake's investment strategy following these actions. Effective June 30, 2021, Sebago Lake will be managed by the Company and Nationwide (together, the “Members”), each of which have equal voting rights. Investment decisions must be approved by each of the Members.


Item 2.03. Creation of a Direct Financial Obligation.


The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.


Item 9.01 – Financial Statements and Exhibits


(d) Exhibits:







10.1   Second Amendment to Amended and Restated Limited Liability Company Agreement of Sebago Lake LLC, dated June 30, 2021, by and between Owl Rock Capital Corporation and The Regents of the University of California.







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 thereunto duly authorized.


  Owl Rock Capital Corporation
July 6, 2021 By: /s/ Alan Kirshenbaum
    Name: Alan Kirshenbaum
    Title: Chief Operating Officer and Chief Financial Officer