Owl Rock Core Income Corp.
04/24/2026 | Press release | Distributed by Public on 04/24/2026 14:20
Post-Effective Amendment to Registration Statement (Form POS EX)
As filed with the Securities and Exchange Commission on April 24, 2026
Securities Act File No. 333-286556
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. 2 ☒
BLUE OWL CREDIT INCOME CORP.
(Exact name of registrant as specified in charter)
399 Park Avenue
New York, NY 10022
(212) 419-3000
(Address and telephone number, including area code, of principal executive offices)
Bryan Cole
Chief Operating Officer and Chief Financial Officer
399 Park Avenue
New York, NY 10022
(Name and address of agent for service)
COPIES TO:
Cynthia M. Krus, Esq.
Kristin H. Burns, Esq.
Dwaune L. Dupree, Esq.
Eversheds Sutherland (US) LLP
700 Sixth Street, NW
Washington, DC 20004
Tel: (202) 383-0100
Fax: (202) 637-3593
Approximate date of commencement of proposed public offering:
As soon as practicable after the effective date of this Registration Statement.
☐ Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
☒ Check box 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 ("Securities Act"), other than securities offered in connection with a dividend reinvestment plan.
☐ Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
☐ Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
☐ Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate box):
☐ when declared effective pursuant to Section 8(c) of the Securities Act.
If appropriate, check the following box:
☐ This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
☐ This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
☐ This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: .
☒ This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: 333-286556.
Check each box that appropriately characterizes the Registrant:
☐ Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 ("Investment Company Act")).
☒ Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).
☐ Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).
☐ A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
☐ Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
☐ Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 ("Exchange Act").
☐ 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 7(a)(2)(B) of Securities Act.
☐ New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 (File No. 333-286556) of Blue Owl Credit Income Corp. is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the "Securities Act"), solely for the purpose of updating certain exhibits previously filed in the Registrant's Post-Effective Amendment No. 1, filed with the Securities and Exchange Commission (the "SEC") on April 20, 2026. Accordingly, this Post-Effective Amendment No. 2 consists only of a facing page, this explanatory note and Part C of the Registration Statement on Form N-2. This Post-Effective Amendment No. 2 does not modify any other part of the Registration Statement previously filed with the SEC. Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 2 shall become effective immediately upon filing with the SEC. The contents of the Registration Statement are hereby incorporated by reference.
PART C
Other Information
Item 25. Financial Statements and Exhibits
(1) Financial Statements
The following financial statements of Blue Owl Credit Income Corp. are included in Part A of this registration statement.
FINANCIAL STATEMENTS:
AUDITED FINANCIAL STATEMENTS
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Consolidated Financial Statements
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(2) Exhibits
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Class A-L Credit Agreement, dated as of March 5, 2026, among Owl Rock CLO XXIV, LLC, as Borrower, the Lenders parties thereto, The Bank of New York Mellon Trust Company, National Association, as Loan Agent and as Collateral Trustee (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K, filed on March 9, 2026).
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__________________
*Filed herewith.
Item 26. Marketing Arrangements
The information contained under the heading "Plan of Distribution" in this registration statement is incorporated herein by reference.
Item 28. Persons Controlled By or Under Common Control
The following list sets forth each of our subsidiaries, the state or country under whose laws the subsidiary is organized, and the percentage of voting securities or membership interests owned by us in such subsidiary:
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ORCIC AH LLC (Delaware)
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100 | % | |||
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ORCIC BC 2 LLC (Delaware)
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100 | % | |||
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ORCIC BC 3 LLC (Delaware)
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100 | % | |||
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ORCIC BC 4 LLC (Delaware)
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100 | % | |||
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ORCIC BC 5 LLC (Delaware)
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100 | % | |||
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ORCIC BC 6 LLC (Delaware)
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100 | % | |||
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ORCIC BC 7 LLC (Delaware)
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100 | % | |||
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ORCIC BC 8 LLC (Delaware)
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100 | % | |||
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ORCIC BC AAM RH LLC (Delaware)
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100 | % | |||
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ORCIC BC AM LLC (Delaware)
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100 | % | |||
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ORCIC BC 13 LLC (Delaware)
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100 | % | |||
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ORCIC BC 14 LLC (Delaware)
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100 | % | |||
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ORCIC BC 15 LLC (Delaware)
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100 | % | |||
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ORCIC BC 16 LLC (Delaware)
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100 | % | |||
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ORCIC BC 17 LLC (Delaware)
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100 | % | |||
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ORCIC BC 18 LLC (Delaware)
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100 | % | |||
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OCIC BC 19 LLC (Delaware)
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100 | % | |||
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OCIC BC 20 LLC (Delaware)
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100 | % | |||
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OCIC BC 21 LLC (Delaware)
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100 | % | |||
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OCIC BC 22 LLC (Delaware)
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100 | % | |||
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OCIC BC 23 LLC (Delaware)
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100 | % | |||
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OCIC BC 24 LLC (Delaware)
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100 | % | |||
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ORCIC FSI LLC (Delaware)
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100 | % | |||
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OR Lending IC LLC (Delaware)
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100 | % | |||
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ORCIC PCF LLC (Delaware)
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100 | % | |||
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Core Income Funding I LLC (Delaware)
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100 | % | |||
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Core Income Funding II LLC (Delaware)
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100 | % | |||
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Core Income Funding III LLC (Delaware)
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100 | % | |||
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Core Income Funding IV LLC (Delaware)
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100 | % | |||
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Core Income Funding V LLC (Delaware)
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100 | % | |||
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Core Income Funding VI LLC (Delaware)
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100 | % | |||
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Core Income Funding VII LLC (Delaware)
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100 | % | |||
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Core Income Funding VIII LLC (Delaware)
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100 | % | |||
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Core Income Funding IX LLC (Delaware)
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100 | % | |||
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Core Income Funding X LLC (Delaware)
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100 | % | |||
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Core Income Funding XI LLC (Delaware)
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100 | % | |||
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Owl Rock CLO VIII, LLC (Delaware)
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100 | % | |||
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Owl Rock CLO XI, LLC (Delaware)
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100 | % | |||
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Owl Rock CLO XII, LLC (Delaware)
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100 | % | |||
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Owl Rock CLO XV, LLC (Delaware)
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100 | % | |||
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Owl Rock CLO XVI, LLC (Delaware)
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100 | % | |||
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Owl Rock CLO XVII, LLC (Delaware)
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100 | % | |||
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Owl Rock CLO XVIII, LLC (Delaware)
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100 | % | |||
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Owl Rock CLO XIX, LLC (Delaware)
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100 | % | |||
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Owl Rock CLO XXII, LLC (Delaware)
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100 | % | |||
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Owl Rock CLO XXIV, LLC (Delaware)
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100 | % | |||
See "Management of the Company," "Certain Relationships and Related Party Transactions" and "Control Persons and Principal Shareholders" in the Prospectus contained herein.
Item 29. Number of Holders of Securities
The following table sets forth the number of record holders of the Registrant's common stock at February 24, 2026.
| Title of Class |
Number of
Record Holders
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Class S Shares
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44,356 | |||||||
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Class D Shares
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1,269 | |||||||
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Class I Shares
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43,053 | |||||||
Item 30. Indemnification
The information contained under the heading "Description of our Capital Stock" is incorporated herein by reference.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of an action suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The Registrant carries liability insurance for the benefit of its directors and officers (other than with respect to claims resulting from the willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office) on a claims-made basis.
Item 31. Business and Other Connections of Adviser
A description of any other business, profession, vocation or employment of a substantial nature in which Blue Owl Credit Advisors LLC, and each managing director, director or executive officer of Blue Owl Credit Advisors LLC, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the section entitled "The Adviser." Additional information regarding Blue Owl Credit Advisors LLC and its officers and directors is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-107232), and is incorporated herein by reference.
Item 32. Location of Accounts and Records
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:
(1)the Registrant, 399 Park Avenue, New York, NY 10022;
(2)the Transfer Agent, DST Systems, Inc., 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105;
(3)the Custodian, State Street Bank and Trust Company, 1 Lincoln Street, Boston, Massachusetts 02111;
(4)the Investment Adviser, 399 Park Avenue, New York, NY 10022; and
(5)the Administrator, 399 Park Avenue, New York, NY 10022.
Item 33. Management Services
Not Applicable.
Item 34. Undertakings
We hereby undertake:
(1)to suspend the offering of shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than ten percent from its net asset value as of the effective date of the registration statement or (2) the net asset value increases to an amount greater than its net proceeds as stated in the prospectus.
(2)Not applicable.
(3)(a) to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(1)to include any prospectus required by Section 10(a)(3) of the Securities Act;
(2)to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Filing Fee Tables" in the effective registration statement; and
(3)to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(1)that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;
(2)to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
(3)that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C (17 CFR 230.430C): Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;
(4)that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities. The undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:
(i)any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;
(ii)free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrants;
(iii)the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act (17 CFR 230.482) relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and
(iv)any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(4)Not applicable.
(5)Not applicable.
(6)Not applicable.
(7)to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that this Post-Effective Amendment No. 2 to the Registration Statement on Form N-2 meets all of the requirements for effectiveness under Rule 486(b) under the Securities Act and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement 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 24th day of April, 2026.
| BLUE OWL CREDIT INCOME CORP. | ||||||||
| By: | /s/ Jonathan Lamm | |||||||
| Name: Jonathan Lamm | ||||||||
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Title: Chief Operating Officer and Chief
Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post Effective Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities indicated on April 24, 2026.
| Name | Title | |||||||
| /s/ Craig W. Packer | Chief Executive Officer and Director | |||||||
| Craig W. Packer | ||||||||
| /s/ Edward D'Alelio* | Chairman of the Board, Director | |||||||
| Edward D'Alelio | ||||||||
| /s/ Melissa Weiler* | Director | |||||||
| Melissa Weiler | ||||||||
| /s/ Christopher M. Temple* | Director | |||||||
| Christopher M. Temple | ||||||||
| /s/ Eric Kaye* | Director | |||||||
| Eric Kaye | ||||||||
| /s/ Victor Woolridge* | Director | |||||||
| Victor Woolridge | ||||||||
| /s/ Jonathan Lamm | Chief Operating Officer and Chief Financial Officer | |||||||
| Jonathan Lamm | ||||||||
| /s/ Matthew Swatt* | Co-Treasurer, and Co-Chief Accounting Officer | |||||||
| Matthew Swatt | ||||||||
| /s/ Shari Withem* | Co-Treasurer and Co-Chief Accounting Officer | |||||||
| Shari Withem | ||||||||
Owl Rock Core Income Corp. published this content on April 24, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 24, 2026 at 20:23 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]