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): March 18, 2020 (March 18, 2020)

Owl Rock Capital Corporation II

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (212) 419-3000

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:

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

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

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

o       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  x

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.  o

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

Item 2.02              Results of Operations and Financial Condition

On March 18, 2020, Owl Rock Capital Corporation II (the “Company”) decreased its public offering price from $9.41 per share to $8.83 per share. The decrease in the public offering price will be effective as of the Company’s March 18, 2020 weekly closing and first applied to subscriptions in good order from March 12, 2020 through March 18, 2020.

In accordance with the Company’s previously disclosed share pricing policy, the Company determined that a decrease in the public offering price per share was warranted following a decrease in the Company’s net asset value per share to $8.39 as of March 18, 2020. As a result of the decrease in the Company’s public offering price, the maximum sales load and net proceeds per share will be approximately $0.44 per share and $8.39 per share, respectively.

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SIGNATURES

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.

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