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Owl Rock Capital Corp III

Filed: 21 Aug 20, 4:30pm

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

Owl Rock Capital Corporation III

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

N/A

 

(CUSIP Number)

 

Owl Rock Feeder FIC BDC III LLC

Attention: Alan Kirshenbaum

399 Park Avenue, 38th Floor

New York, NY 10022

(212) 419-3000

 

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

August 13, 2020

 

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

SCHEDULE 13D

 

 

     CUSIP No. N/A

 

 

1

NAME OF REPORTING PERSONS

OWL ROCK FEEDER FIC BDC III LLC

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

85-2645650

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

WC

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

569,625

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

569,625

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

569,625

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.87%

14

TYPE OF REPORTING PERSON*

 

OO

     

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. N/A

 

 

1

NAME OF REPORTING PERSONS

Owl Rock Feeder FIC LLC 

 

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

84-3297892

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

OO

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

569,625

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

569,625

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

569,625

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.87%

14

TYPE OF REPORTING PERSON*

 

OO

 

 

 

 

SCHEDULE 13D

 

CUSIP No. N/A

 

 

1

NAME OF REPORTING PERSONS

Douglas Ostrover 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨

(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

OO

 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨ 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

569,625

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

569,625

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

569,625

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.87%

14

TYPE OF REPORTING PERSON*

 

IN

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. N/A

 

 

1

NAME OF REPORTING PERSONS

Craig Packer 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a) ¨

(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

OO 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨ 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

569,625

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

569,625

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

569,625

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 

 

o
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.87%

14

TYPE OF REPORTING PERSON*

 

IN

 

 

 

 

 

SCHEDULE 13D

 

CUSIP No. N/A 

 

 

1

NAME OF REPORTING PERSONS

Marc Lipschultz 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a) ¨

(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

OO 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨ 
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

569,625

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

569,625

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

569,625

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.87%

14

TYPE OF REPORTING PERSON*

 

IN

 

 

 

 

SCHEDULE 13D

 

CUSIP No. N/A

 

1

NAME OF REPORTING PERSONS

Alan Kirshenbaum  

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 

(a) ¨

(b) ¨

 

3

SEC USE ONLY

 

4

SOURCE OF FUNDS*

 

OO 

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

569,625

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

569,625

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

569,625

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 

 

¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.87%

14

TYPE OF REPORTING PERSON*

 

IN

 

 

 

 

 

Item 1. Security and Issuer

 

This Schedule 13D (the “Schedule 13D”) relates to the shares of common stock, par value $0.01 per share (“Common Stock”), of Owl Rock Capital Corporation III (the “Issuer”). The address of the principal executive offices of the Issuer is 399 Park Avenue, 38th Floor, New York, New York 10022.

 

Item 2.Identity and Background

 

(a)-(c), (f) This Schedule 13D is being filed by Owl Rock Feeder FIC BDC III LLC (“Feeder FIC”), a Delaware limited liability company, Owl Rock Feeder FIC LLC (“Feeder FIC Parent”) a Delaware limited liability company, Douglas Ostrover, Craig Packer, Alan Kirshenbaum and Marc Lipschultz (Feeder FIC, Feeder FIC Parent, Mr. Ostrover, Mr. Packer, Mr. Kirshenbaum and Mr. Lipschultz are referred to collectively herein as the “Reporting Persons”). The Reporting Persons are filing this Schedule 13D jointly, and the agreement among the Reporting Persons to file jointly is attached hereto as Exhibit 99.1 and incorporated herein by reference (the “Joint Filing Agreement”).

 

Feeder FIC is the record owner of the shares of Common Stock covered by this statement and its principal business is to hold shares of Common Stock for investment purposes.

 

Feeder FIC Parent is the sole member of Feeder FIC and has the power to vote (or direct the vote) of shares held by Feeder FIC. Feeder FIC’s principal business is to hold assets for investment purposes.

 

Mr. Ostrover serves as Chief Executive Officer of Feeder FIC Parent and may be deemed to beneficially own the securities beneficially owned by Feeder FIC Parent. Mr. Ostrover is a member of the board of directors of the Issuer, Owl Rock Capital Corporation, Owl Rock Capital Corporation II and Owl Rock Technology Finance Corp. (collectively, the “Owl Rock BDCs”), a co-Founder of Owl Rock Capital Partners LP and serves as Chief Executive Officer and Co-Chief Investment Officer of each of Owl Rock Capital Advisors LLC, Owl Rock Technology Advisors LLC and Owl Rock Diversified Advisors LLC (collectively, the “Owl Rock Advisers”). Mr. Ostrover is a citizen of the United States.

 

Mr. Packer serves as Chief Investment Officer of Feeder FIC Parent and may be deemed to beneficially own the securities beneficially owned by Feeder FIC Parent. Mr. Packer is President and Chief Executive Officer of each of the Owl Rock BDCs, a member of the board of directors of each of the Owl Rock BDCs, a co-Founder of Owl Rock Capital Partners LP and Co-Chief Investment Officer of each of the Owl Rock Advisers. Mr. Packer is a citizen of the United States.

 

Mr. Lipschultz serves as President of Feeder FIC Parent and may be deemed to beneficially own the securities beneficially owned by Feeder FIC Parent. Mr. Lipschultz is a co-founder and the President of Owl Rock Capital Partners LP and Co-Chief Investment Officer of each of the Owl Rock Advisers. Mr. Lipschultz is a citizen of the United States.

 

Mr. Kirshenbaum serves as Chief Operating Officer and Chief Financial Officer of Feeder FIC Parent and may be deemed to beneficially own the securities beneficially owned by Feeder FIC Parent. Mr. Kirshenbaum is Chief Operating Officer of each of the Owl Rock BDCs, Chief Financial Officer of Owl Rock Capital Corporation and Owl Rock Technology Finance Corp., a member of the board of directors of each of the Owl Rock BDCs and Chief Operating Officer and Chief Financial Officer of Owl Rock Capital Partners LP and each of the Owl Rock Advisers. Mr. Kirshenbaum is a citizen of the United States.

 

 

 

 

The business address of each of the Reporting Persons is 399 Park Avenue, 38th Floor, New York, New York 10022.

 

(d) During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) During the last five years, the Reporting Persons have not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding the Reporting Persons are or were subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.Source and Amount of Funds or Other Consideration

 

On June 5, 2020, Feeder FIC entered into a Subscription Agreement (the “Subscription Agreement”) with the Issuer. Pursuant to the Subscription Agreement, (i) on June 30, 2020, Feeder FIC purchased 153,600.621 shares of Common Stock from the Issuer for an aggregate purchase price of $2,304,009.31; (ii) on July 24, 2020, Feeder FIC purchased 250,291.169 shares of Common Stock from the Issuer for an aggregate purchase price of $3,521,596.75; and (iii) on August 13, 2020, Feeder FIC purchased 165,732.921 shares of Common Stock from the Issuer for an aggregate purchase price of $2,341,806.17. Such shares were purchased using Feeder FIC’s working capital.

 

The Subscription Agreement is described in Items 4 and 6 below and is filed as Exhibit 99.2 hereto.

 

Item 4.Purpose of Transaction

 

Feeder FIC acquired the securities to which this statement relates for investment purposes and does not have a present intent to acquire or influence control over the business of the Issuer. In addition, Feeder FIC has acquired certain rights and obligations with respect to the Issuer that are contained in the Subscription Agreement, which is filed as Exhibit 99.2 hereto and incorporated by reference herein.

 

Pursuant to and in accordance with the terms of the Subscription Agreement, Feeder FIC has agreed to purchase shares of Common Stock from the Issuer for an aggregate purchase price of up to $55,000,000, inclusive of the shares of Common Stock already purchased and reported herein. As set forth in the Subscription Agreements, additional purchases are to occur in one or more subsequent closings on dates to be selected by the Issuer in its sole discretion (each, a “Closing Date”) at a price per share equal to the per share net asset value as of the respective Closing Date.

 

Feeder FIC does not have any plans or proposals which relate to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

 

 

 

 

Item 5. Interest in Securities of the Issuer

 

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover page(s) hereto.

 

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons (other than Feeder FIC to the extent it directly holds the Common Stock reported on this Schedule 13D) is the beneficial owner of the shares of Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), or for any other purpose, and such beneficial ownership is expressly disclaimed. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) of the Act.

 

(b) The number of shares as to which each Reporting Person has sole power to vote or direct the vote, shared power to vote or direct the vote, sole power to dispose or direct the disposition or shared power to dispose or to direct the disposition is state in Items 7, 8, 9 and 10 on the cover page(s) hereto.

 

(c) Except as disclosed in this Schedule 13D, the Reporting Persons have not effected any transaction in Common Stock of the Issuer during the past 60 days.

 

(d) No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of the Issuer’s Common Stock reported herein.

 

(e) Not applicable

 

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The information set forth in Item 4 regarding the Subscription Agreements is hereby incorporated herein by reference. In addition, the Subscription Agreements contain certain restrictions on the transfer of the shares of Common Stock acquired thereunder, including, among others, a requirement that, prior to an Exchange Listing (as defined in the Subscription Agreements) the Issuer’s Adviser (as defined in the Subscription Agreements) provides its prior written consent.

 

Item 7.Materials to be Filed as Exhibits

 

 Exhibit 24.1Power of Attorney*
 Exhibit 99.1Joint Filing Agreement*

 

 Exhibit 99.2

Form of Subscription Agreement between Owl Rock Capital Corporation III and ORCC III Warehouse L.L.C. (incorporated by reference to Exhibit 4.1 to the Issuer’s Form 10-12G/A filed with the Securities and Exchange Commission July 17, 2020).

 

*Filed herewith

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: August 21, 2020

 

 Owl Rock Feeder FIC BDC III LLC
  
 By:Owl Rock Feeder FIC LLC
 Its:Sole Member
  
 By:/s/ Alan Kirshenbaum
 Name:Alan Kirshenbaum
 Title:Chief Financial Officer and Chief Operating Officer
  
 Owl Rock Feeder FIC LLC
  
 By:/s/ Alan Kirshenbaum
 Name:Alan Kirshenbaum
 Title:Chief Financial Officer and Chief Operating Officer
  
 /s/ Douglas Ostrover
 Douglas Ostrover
  
 /s/ Craig Packer
 Craig Packer
  
 /s/ Marc Lipschultz
 Marc Lipschultz
  
 /s/ Alan Kirshenbaum
 Alan Kirshenbaum