OWL ROCK CORE INCOME CORP.
ACCESS TO AN INSTITUTIONAL DIRECT LENDING STRATEGY
INFORMATION (per share as of March 1, 2021)
Owl Rock Core Income Corp. (“ORCIC”) is a perpetually non-traded business development company that offers the potential to generate income by originating loans to, and making debt investments in, U.S. middle market companies. ORCIC seeks to leverage Owl Rock’s significant institutional backing and deep relationships in the private equity market to generate investment opportunities that have attractive risk-adjusted return potential.
The fund seeks to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.
ORCIC’s investment strategy focuses primarily on originating and making loans to, and making debt and equity investments in, U.S. middle market companies. Capital will be used by portfolio companies to support growth, acquisitions, market or product expansion, refinancings and/or recapitalizations.
- ORCIC will invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity-related securities and warrants.
- ORCIC will target investments in companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $10 million and $250 million annually and/or annual revenue of $50 million to $2.5 billion at the time of investment.
- Consistent with our goal of capital preservation, we generally intend to invest in companies with low loan-to-value ratios, which we consider to be 50% or lower.
- Target credit investments will typically have maturities between three and ten years.
THE OWL ROCK ADVANTAGE
- Owl Rock is a market leader in direct lending with considerable scale and a proven track record
- $27.1 billion of assets under management
- Ability to lead or anchor debt financings of $200 million − $600 million across the platform
- Nearly 5,300 investment opportunities sourced from more than 530 private equity firms since inception
- Owl Rock has a large and experienced investment team that has invested across multiple cycles
- 60+ investment professionals whose sole focus is direct lending opportunities
- Owl Rock has originated more than $27 billion in investment opportunities and strives to be a financing partner of choice for many private equity sponsors
ABOUT OWL ROCK
Owl Rock Capital, together with its subsidiaries (“Owl Rock”), is a New York based direct lending platform with over $27.1 billion of assets under management as of December 31, 2020. Owl Rock is comprised of a team of seasoned investment professionals with significant and diverse experience from the world’s leading investment firms and financial institutions. To date, Owl Rock employees and affiliates have committed more than $480M in capital across the firm’s investment strategies, representing a strong alignment of interest with our diverse base of institutional and private wealth investors.
- Offering Size:$2,500,000,000
- Strategy:Diversified Direct Lending
- Investment Focus:U.S. Senior Secured Loans
- Intended Distribution Frequency:Monthly
- Tax Reporting:Form-1099
OWL ROCK FOUNDERS
- Douglas I. Ostrover
Co-Founder, Owl Rock Capital Partners
Co-Founder, GSO Capital Partners, Blackstone’s credit division and one of the world’s largest credit-oriented alternative asset managers
- Marc Lipschultz
Co-Founder, Owl Rock Capital Partners
Former Member of the Management Committee at KKR; extensive investing experience across a wide range of alternatives including private equity, infrastructure and real assets
- Craig W. Packer
Co-Founder, Owl Rock Capital Partners
Former Partner and Co-head of the Leveraged Finance Group in the Americas and Member of the Firmwide Capital Committee at Goldman Sachs
1Pursuant to the terms of the ORCIC prospectus, the share price is subject to change based on fluctuations in NAV (Net Asset Value). Please refer to the current ORCIC prospectus as amended and supplemented for disclosures relating to the share price (referred to as the “public offering price” in the prospectus).
The distribution rate shown is calculated by annualizing the monthly declared distributions per share and dividing by the most recently published public offering price as of March 1, 2021. The annualized distribution rate shown may be rounded and is net of applicable servicing fees (Class S: 0.85%, Class D: 0.25% and Class I: No servicing fee). The payment of future distributions is subject to the discretion of ORCIC’s board of directors and applicable legal restrictions, therefore there can be no assurance as to the amount or timing of any such future distributions. Distributions are not guaranteed. Up to 100% of distributions have been funded and may continue to be funded by the reimbursement of certain expenses that are subject to repayment to the Adviser of ORCIC. Such waivers and reimbursements by the Adviser may not continue in the future.
This is neither an offer to sell nor a solicitation of an offer to buy the securities described herein. Only a prospectus for Owl Rock Core Income Corp. can make such an offer. This material is authorized only when it is accompanied or preceded by the Owl Rock Core Income Corp. prospectus. Neither the SEC, the Attorney General of the State of New York nor any state securities commission has approved or disapproved of these securities or determined if the prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Securities are offered through Owl Rock Capital Securities LLC, member of FINRA/SIPC, as Dealer Manager.
An investment in Owl Rock Core Income Corp. (“ORCIC”) is speculative and involves a high degree of risk, including the risk of a substantial loss of investment, as well as substantial fees and costs, all of which can impact an investor’s return. The following are some of the risks involved in an investment in ORCIC’s common shares; however, an investor should carefully consider the fees and expenses and information found in the “Risk Factors” section of the ORCIC prospectus before deciding to invest:
- ORCIC is a new company and it has not identified specific investments that it will make with the proceeds of this offering, so it may be considered a blind pool because an investor may not have the opportunity to evaluate historical data or assess future investments prior to purchasing ORCIC shares.
- You should not expect to be able to sell your shares regardless of how ORCIC performs and you should consider that you may not have access to the money you invest for an indefinite period of time. An investment in shares of ORCIC’s common stock is not suitable for you if you need access to the money you invest.
- ORCIC does not intend to list its shares on any securities exchange and does not expect a secondary market in its shares to develop. As a result, you may be unable to reduce your exposure in any market downturn. If you are able to sell your shares before a liquidity event is completed, you will likely receive less than your purchase price.
- Beginning no later than the first full calendar quarter after the date that ORCIC sells shares to a person or entity other than Owl Rock Capital Advisors LLC, its investment adviser (the “Adviser”), or ORCIC’s directors, officers and/or other affiliated persons and entities, ORCIC intends to implement a share repurchase program pursuant to which it intends to conduct quarterly repurchases of a limited number of outstanding shares of its common stock. ORCIC’s board of directors has complete discretion to determine whether ORCIC will engage in any share repurchase, and if so, the terms of such repurchase. ORCIC’s share repurchase program will include numerous restrictions that limit your ability to sell your shares. As a result, share repurchases may not be available each month. While ORCIC intends to continue to conduct quarterly tender offers as described above, it is not required to do so and may suspend or terminate the share repurchase program at any time.
- Distributions on ORCIC’s common stock may exceed ORCIC’s taxable earnings and profits, particularly during the period before it has substantially invested the net proceeds from its public offering. Therefore, portions of the distributions that ORCIC pays may represent a return of capital to you for U.S. federal tax purposes. A return of capital is a return of a portion of your original investment in shares of ORCIC common stock. As a result, a return of capital will (i) lower your tax basis in your shares and thereby increase the amount of capital gain (or decrease the amount of capital loss) realized upon a subsequent sale or redemption of such shares, and (ii) reduce the amount of funds ORCIC has for investment in portfolio companies. ORCIC has not established any limit on the extent to which it may use offering proceeds to hind distributions.
- Distributions may also be funded in significant part, directly or indirectly, from (i) the waiver of certain investment advisory fees, that will not be subject to repayment to the Adviser and/or (ii) the deferral of certain investment advisory fees that may be subject to repayment to the Adviser and/or (iii) the reimbursement of certain operating expenses, that will be subject to repayment to the Adviser and its affiliates. Significant portions of distributions may not be based on investment performance In the event distributions are funded from waivers and/or deferrals of fees and reimbursements by ORCIC’s affiliates, such funding may not continue in the future. If ORCIC’s affiliates do not agree to reimburse certain of its operating expenses or waive certain of their advisory fees, then significant portions of ORCIC’s distributions may come from offering proceeds or borrowings. The repayment of any amounts owed to ORCIC’s affiliates will reduce future distributions to which you would otherwise be entitled.
- The payment of fees and expenses will reduce the funds available for investment, the net income generated, the funds available for distribution and the book value of the common shares. In addition, the fees and expenses paid will require investors to achieve a higher total net return in order to recover their initial investment. Please see ORCIC’s prospectus for details regarding its fees and expenses.
- ORCIC intends to invest in securities that are rated below investment grade by rating agencies or that would be rated below investment grade if they were rated. Below investment grade securities, which are often referred to as “junk,” have predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. They may also be illiquid and difficult to value.
- The Adviser and its affiliates face a number of conflicts with respect to ORCIC. Currently, the Adviser and its affiliates manage other investment entities, including Owl Rock Capital Corporation and Owl Rock Capital Corporation II, and are not prohibited from raising money for and managing future investment entities that make the same types of investments as those ORCIC targets. As a result, the time and resources that the Adviser devotes to ORCIC may be diverted. In addition, ORCIC may compete with any such investment entity also managed by the Adviser for the same investors and investment opportunities. Furthermore, the Adviser may face conflicts of interest with respect to services it may perform for companies in which ORCIC invests as it may receive fees in connection with such services that may not be shared with ORCIC.
- The incentive fee payable by ORCIC to the Adviser may create an incentive for the Adviser to make investments on ORCIC’s behalf that are risky or more speculative than would be the case in the absence of such compensation arrangements. ORCIC may be obligated to pay the Adviser incentive fees even if ORCIC incurs a net loss due to a decline in the value of its portfolio and even if its earned interest income is not payable in cash.
- The information provided above is not directed at any particular investor or category of investors and is provided solely as general information about Owl Rock Capital Partners’ products and services to regulated financial intermediaries and to otherwise provide general investment education. No information contained herein should be regarded as a suggestion to engage in or refrain from any investment-related course of action as Owl Rock Capital Securities LLC, its affiliates, and ORCIC are not undertaking to provide impartial investment