As filed with the Securities and Exchange Commission on July 17, 2019

Securities Act File No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM N-2

REGISTRATION STATEMENT

 

 

UNDER

   THE SECURITIES ACT OF 1933   ☒
   Pre-Effective Amendment No.        ☐
   Post-Effective Amendment No.   ☐

 

 

Owl Rock Capital Corporation

(Exact Name of Registrant as Specified in Charter)

 

 

399 Park Avenue, 38th Floor

New York, New York 10022

(Address of Principal Executive Offices)

(212) 419-3000

(Registrant’s Telephone Number, including Area Code)

Alan Kirshenbaum

c/o Owl Rock Capital Corporation

399 Park Avenue, 38th Floor

New York, New York 10022

(Name and Address of Agent for Service)

 

 

WITH COPIES TO:

Cynthia M. Krus, Esq.

Eversheds Sutherland (US) LLP

700 Sixth Street, NW

Washington, DC 20004

Tel: (202) 383-0100

Fax: (202) 637-3593

  

Paul D. Tropp, Esq.

Christopher J. Capuzzi, Esq.

Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036

Tel: (212) 596-9000

Fax: (212) 596-9090

 

 

Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.  ☐

It is proposed that this filing will become effective (check appropriate box):

 

  ☐

when declared effective pursuant to section 8(c)

 

  ☒

This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933 and the Securities Act registration statement number of the earlier effective registration statement for the same offering is 333-231946.

 

 

CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933

 

 

Title of Securities

Being Registered

  

Amount Being

Registered

  

Proposed

Maximum

Offering Price
Per Unit

  

Proposed

Maximum

Aggregate

Offering Price(1)(2)

  

Amount of

Registration Fee

    Common Stock, $0.01 par value per share

           $8,797,500(1)   $1,067

 

 

(1)

Includes the underwriters’ option to purchase additional shares of our common stock.

(2)

Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for the purpose of determining the registration fee.

 

 

 

 

 

Incorporation of Certain Information by Reference

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Owl Rock Capital Corporation (the “Registrant”) with the Securities and Exchange Commission, and hereby incorporates by reference into this Registration Statement the contents of the Registration Statement on Form N-2 (File No. 333-231946), including the exhibits thereto, filed on June 4, 2019 and declared effective on July 17, 2019, as amended by pre-effective amendments thereto (the “Prior Registration Statement”) and includes the registration statement facing page, the signature pages, an exhibit index, a legal opinion, the accountants’ consents and the other documents listed on the exhibit index.

EXHIBIT INDEX

 

(l)   Opinion and Consent of Eversheds Sutherland (US) LLP
(n)(1)   Consent of KPMG LLP

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York on the 17th day of July, 2019.

 

OWL ROCK CAPITAL CORPORATION
By:   /s/ Alan Kirshenbaum
  Name: Alan Kirshenbaum
  Title:   Chief Operating Officer and Chief             Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 17, 2019.

 

Name

   

Title

*

Craig Packer

    Chief Executive Officer, President and Director

/s/ Alan Kirshenbaum

Alan Kirshenbaum

    Chief Operating Officer, Chief Financial Officer and Director

*

Douglas I. Ostrover

    Director

*

Edward D’Alelio

    Director and Chairman of the Board of Directors

*

Christopher M. Temple

    Director and Chairman of the Audit Committee

*

Eric Kaye

    Director and Chairman of the Nominating and Corporate Governance Committee

*

Brian Finn

    Director

 

*

Signed by Alan Kirshenbaum pursuant to a power of attorney signed by each individual and filed with the Registrant’s Registration Statement on Form N-2 (File No. 333-231946) on June 4, 2019.