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Owl Rock Capital Corp III

Filed: 4 Jan 21, 12:00pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

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)

CH Investment Partners, L.L.C.

Attn: Diane Tobin

3953 Maple Avenue, Suite 250

Dallas, TX 75219

(214) 661-8333

with a copy to:

Evan K. Hall, Esq.

Haynes and Boone, LLP

2323 Victory Avenue, Suite 700

Dallas, Texas 75219

(214) 651-5000

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

December 30, 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.  ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*

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, as amended (“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).

 

 

 


CUSIP No. N/A

 

  1.   

  Names of Reporting Persons

 

  CH Investment Partners, L.L.C.

  2. 

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3. 

  SEC Use Only

 

  4. 

  Source of Funds (See Instructions)

 

  AF

  5. 

  Check 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

 

  3,557,601.050 (1)

    9.  

  Sole Dispositive Power

 

  0

  10.  

  Shared Dispositive Power

 

  3,557,601.050

11.   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,557,601.050

12. 

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13. 

  Percent of Class Represented by Amount in Row (11)

 

  17.9% (2)

14. 

  Type of Reporting Person (See Instructions)

 

  OO; IA

 

(1)

See Item 2(a) of the Schedule 13D.

(2)

Based upon 19,858,462.551 shares of Common Stock outstanding as of December 30, 2020, as disclosed by the Issuer to the Reporting Persons in connection with the issuance of additional shares of Common Stock.


CUSIP No. N/A

 

  1.   

  Names of Reporting Persons

 

  ORCC III Warehouse L.L.C.

  2. 

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3. 

  SEC Use Only

 

  4. 

  Source of Funds (See Instructions)

 

  WC

  5. 

  Check 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

 

  3,557,601.050 (1)

    9.  

  Sole Dispositive Power

 

  0

  10.  

  Shared Dispositive Power

 

  3,557,601.050

11.   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,557,601.050

12. 

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13. 

  Percent of Class Represented by Amount in Row (11)

 

  17.9% (2)

14. 

  Type of Reporting Person (See Instructions)

 

  OO

 

(1)

See Item 2(a) of the Schedule 13D.

(2)

Based upon 19,858,462.551 shares of Common Stock outstanding as of December 30, 2020, as disclosed by the Issuer to the Reporting Persons in connection with the issuance of additional shares of Common Stock.


CUSIP No. N/A

 

  1.   

  Names of Reporting Persons

 

  Oak Lawn Direct Investors GP, L.L.C.

  2. 

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3. 

  SEC Use Only

 

  4. 

  Source of Funds (See Instructions)

 

  AF

  5. 

  Check 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

 

  3,557,601.050 (1)

    9.  

  Sole Dispositive Power

 

  0

  10.  

  Shared Dispositive Power

 

  3,557,601.050

11.   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,557,601.050

12. 

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13. 

  Percent of Class Represented by Amount in Row (11)

 

  17.9% (2)

14. 

  Type of Reporting Person (See Instructions)

 

  OO

 

(1)

See Item 2(a) of the Schedule 13D.

(2)

Based upon 19,858,462.551 shares of Common Stock outstanding as of December 30, 2020, as disclosed by the Issuer to the Reporting Persons in connection with the issuance of additional shares of Common Stock.


CUSIP No. N/A

 

  1.   

  Names of Reporting Persons

 

  I35 Advisors, Inc.

  2. 

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3. 

  SEC Use Only

 

  4. 

  Source of Funds (See Instructions)

 

  AF

  5. 

  Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 

  ☐

  6. 

  Citizenship or Place of Organization

 

  Texas

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

 

    7.    

  Sole Voting Power

 

  0

    8.  

  Shared Voting Power

 

  3,557,601.050 (1)

    9.  

  Sole Dispositive Power

 

  0

  10.  

  Shared Dispositive Power

 

  3,557,601.050

11.   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,557,601.050

12. 

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13. 

  Percent of Class Represented by Amount in Row (11)

 

  17.9% (2)

14. 

  Type of Reporting Person (See Instructions)

 

  CO

 

(1)

See Item 2(a) of the Schedule 13D.

(2)

Based upon 19,858,462.551 shares of Common Stock outstanding as of December 30, 2020, as disclosed by the Issuer to the Reporting Persons in connection with the issuance of additional shares of Common Stock.


CUSIP No. N/A

 

  1.   

  Names of Reporting Persons

 

  Kirk L. Rimer

  2. 

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3. 

  SEC Use Only

 

  4. 

  Source of Funds (See Instructions)

 

  AF

  5. 

  Check 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

 

  3,557,601.050 (1)

    9.  

  Sole Dispositive Power

 

  0

  10.  

  Shared Dispositive Power

 

  3,557,601.050

11.   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,557,601.050

12. 

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13. 

  Percent of Class Represented by Amount in Row (11)

 

  17.9% (2)

14. 

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

See Item 2(a) of the Schedule 13D.

(2)

Based upon 19,858,462.551 shares of Common Stock outstanding as of December 30, 2020, as disclosed by the Issuer to the Reporting Persons in connection with the issuance of additional shares of Common Stock.


CUSIP No. N/A

 

  1.   

  Names of Reporting Persons

 

  Michael R. Silverman

  2. 

  Check the Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

 

  3. 

  SEC Use Only

 

  4. 

  Source of Funds (See Instructions)

 

  AF

  5. 

  Check 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

 

  3,557,601.050 (1)

    9.  

  Sole Dispositive Power

 

  0

  10.  

  Shared Dispositive Power

 

  3,557,601.050

11.   

  Aggregate Amount Beneficially Owned by Each Reporting Person

 

  3,557,601.050

12. 

  Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

  ☐

13. 

  Percent of Class Represented by Amount in Row (11)

 

  17.9% (2)

14. 

  Type of Reporting Person (See Instructions)

 

  IN

 

(1)

See Item 2(a) of the Schedule 13D.

(2)

Based upon 19,858,462.551 shares of Common Stock outstanding as of December 30, 2020, as disclosed by the Issuer to the Reporting Persons in connection with the issuance of additional shares of Common Stock.


This Amendment to Schedule 13D (as amended, this “Schedule 13D”) is jointly filed by and on behalf of each of the Reporting Persons to amend the Schedule 13D related to shares of common stock, par value $0.01 per share (the “Common Stock”), of Owl Rock Capital Corporation III, a Maryland corporation (the “Issuer”) initially filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2020. Each capitalized term used and not defined herein shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 3. Source and Amount of Funds or other Consideration

Item 3 is hereby amended and supplemented as follows:

“Pursuant to the Subscription Agreement and a capital call notice delivered by the Issuer with respect thereto, on December 30, 2020, ORCC III Warehouse purchased 589,271.85 shares of Common Stock from the Issuer for an aggregate purchase price of approximately $8,556,227.19. The source of the funds for the purchase of shares of Common Stock was investment capital of ORCC III Warehouse.”

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

“The information set forth in Items 3 and 4 of this Schedule 13D is hereby incorporated herein by reference.

(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.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any syndicate or group with respect to the Issuer or any securities of the Issuer.

(b) Number of shares as to which each Reporting Person has:

 

 (i)

sole power to vote or to direct the vote:

See Item 7 on the cover page(s) hereto.

 

 (ii)

shared power to vote or to direct the vote:

See Item 8 on the cover page(s) hereto.

 

 (iii)

sole power to dispose or to direct the disposition of:

See Item 9 on the cover page(s) hereto.

 

 (iv)

shared power to dispose or to direct the disposition of:

See Item 10 on the cover page(s) hereto.


As of the date hereof, no Reporting Person directly owns or holds any shares of Common Stock of the Issuer other than ORCC III Warehouse, as the direct beneficial owner of the securities covered by this statement. Except to the extent of their pecuniary interest, each of the Reporting Persons (other than ORCC III Warehouse) disclaims beneficial ownership of the shares of the Common Stock reported herein and the filing of this Schedule 13D shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this statement.

As of the date hereof, no Reporting Person owns any shares of Common Stock of the Issuer other than as set forth in this Item 5.

(c) Other than as set forth in this Schedule 13D, there have been no transactions in the class of securities reported on that were effected by the Reporting Persons during the past sixty days or since the most recent filing of Schedule 13D, whichever is less.

(d) Not applicable.

(e) Not applicable.”


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.

 

Date: January 4, 2021  ORCC III WAREHOUSE L.L.C.
  By: Oak Lawn Direct Investors GP, L.L.C.
  Its: Managing Member
  By: I35 Advisors, Inc.
  Its: Manager
  By: 

/s/ Diane Tobin

  Name: Diane Tobin
  Title: Authorized Signatory
  Date: January 4, 2021
  OAK LAWN DIRECT INVESTORS GP, L.L.C.
  By: I35 Advisors, Inc.
  Its: Manager
  By: 

/s/ Diane Tobin

  Name: Diane Tobin
  Title: Authorized Signatory
  Date: January 4, 2021
  I35 ADVISORS, INC.
  By: 

/s/ Diane Tobin

  Name: Diane Tobin
  Title: Authorized Signatory
  Date: January 4, 2021
  CH INVESTMENT PARTNERS, L.L.C.
  By: Oak Lawn Capital Management, L.P.
  Its: Managing Member
  By: I35 Advisors, Inc.
  Its: General Partner
  By: 

/s/ Diane Tobin

  Name: Diane Tobin
  Title: Authorized Signatory
  Date: January 4, 2021


      KIRK L. RIMER
  By: 

/s/ Diane Tobin

  Name: Diane Tobin
  Title: Authorized Signatory
  Date: January 4, 2021
  MICHAEL R. SILVERMAN
  By: 

/s/ Diane Tobin

  Name: Diane Tobin
  Title: Authorized Signatory
  Date: January 4, 2021