UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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): May 19, 2017 (May 18, 2017)
Owl Rock Capital Corporation II
(Exact name of registrant as specified in its charter)
Maryland | 814-01219 | 47-5416332 | ||
(State or other jurisdiction of incorporation) |
(Commission File No.) |
(I.R.S. Employer Identification No.) | ||
245 Park Avenue 41St Floor New York, New York |
10167 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (212) 419-3000
Not Applicable
(Former name or 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 Instruction 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. ☐
Item 1.01. | Entry into a Material Definitive Agreement. |
On May 18, 2017, Owl Rock Capital Corporation II (the Company), as borrower, entered into a promissory note (the Promissory Note) with Owl Rock Capital Advisors LLC (the Lender), to borrow four million dollars ($4,000,000) on an unsecured basis. The interest rate on the borrowed amount is the rate of interest for a LIBOR-Based Advance (which, for the avoidance of doubt, as of the date of this Note, such rate is 4.5%) under the Loan and Security Agreement, dated as of February 22, 2017 (as amended or supplemented from time to time, the Loan Agreement), by and among the Lender, as borrower, and East West Bank. The unpaid principal balance of the Promissory Note and accrued interest thereon is payable by the Company from time to time at the discretion of the Company but immediately due and payable upon 120 days written notice by the Lender, and in any event due and payable in full no later than January 15, 2018. The Company intends to use the borrowed funds to leverage its current investment portfolio and to make investments in portfolio companies consistent with its investment strategies.
The Company is externally managed by the Lender pursuant to an investment advisory agreement.
The Company may borrow up to an aggregate of ten million dollars ($10,000,000) from the Lender, and may re-borrow any amount repaid, under a series of similar promissory notes; however, there is no funding commitment between the Lender and the Company. In accordance with the Loan Agreement, the interest rate on any such borrowing may be based on either the rate of interest for a LIBOR-Based Advance or the rate of interest for a Prime-Based Advance.
The foregoing description of the Promissory Note does not purport to be complete and it is qualified in its entirety by the full text of the Promissory Note, which will be filed as an exhibit to the Companys Form 10-Q for the quarter ending June 30, 2017.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Form 8-K is incorporated by reference in this Item 2.03.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Owl Rock Capital Corporation II | ||||||
By: | /s/ Alan Kirshenbaum | |||||
Name: | Alan Kirshenbaum | |||||
Title: | Chief Operating Officer and | |||||
Chief Financial Officer | ||||||
May 19, 2017 |