8-K

Blue Owl Capital Corporation II

Date: July 28, 2025

/s/ Jonathan Lamm

Jonathan Lamm

Chief Operating Officer and Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 24, 2025

Blue Owl Capital Corporation II

(Exact Name of Registrant as Specified in Charter)


Maryland	814-01219	47-5416332
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


399 Park Avenue
New York, New York		10022
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 419-3000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 1.01 - Entry into a Material Definitive Agreement.

On July 24, 2025 (the “Amendment Date”), ORCC II Financing LLC (“ORCC II Financing”), a subsidiary of Blue Owl Capital Corporation II (the “Company”) entered into (a) the Fourth Amended and Restated Credit Agreement (the “Credit Agreement Amendment” and the facility as amended the “Secured Credit Facility”), which amended that certain Third Amended and Restated Credit Agreement, dated as of May 6, 2022 (as amended by that certain Amendment No. 1, dated as of September 20, 2023, that certain Amendment No. 2, dated as of June 28, 2024 and that certain Amendment No. 3, dated as of July 26, 2024), by and among ORCC II Financing and OR Lending II LLC, as borrowers, the lenders from time to time parties thereto, Goldman Sachs Bank USA as sole lead arranger, syndication agent and administrative agent, State Street Bank and Trust Company as collateral administrator and collateral agent and Cortland Capital Market Services LLC as collateral custodian and (b) the Fourth Amended and Restated Margining Agreement (the “Margining Agreement Amendment” and together with the Credit Agreement Amendment, the “Amendments”), which amended that certain Third Amended and Restated Margining Agreement, dated as of April 29, 2019 (as amended by that certain Amendment No. 1, dated as of September 20, 2023), between ORCC II Financing and Goldman Sachs Bank USA, as administrative agent. Among other changes, the Amendments (i) removed OR Lending II LLC as co-borrower, (ii) replaced Cortland Capital Market Services LLC as collateral custodian with State Street Bank and Trust Company, (iii) amended definitions including, Adjusted Maximum Facility Amount, Advance Rate, Collateral Obligation Criteria, Fund and Target Percentage, (iv) extended the Reinvestment Period through November 30, 2028 and the Scheduled Maturity Date through November 30, 2030 and (v) reduced the Spread from 2.375% to 2.05%. Under the Secured Credit Facility, ORCC II Financing will pay certain unused fees subject to minimum utilization during the Reinvestment Period.

Item 2.03 - Creation of a Direct Financial Obligation.

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

10.1		Fourth Amended and Restated Credit Agreement, dated as of July 24, 2025, by and among ORCC II Financing LLC, as Borrower, the Lenders from time to time parties thereto, Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company as Collateral Administrator, Collateral Agent and Collateral Custodian.

10.2		Fourth Amended and Restated to Credit and Margining Agreement, dated as of July 24, 2025, between ORCC II Financing LLC, as Borrower, and Goldman Sachs Bank USA, as Administrative Agreement under the Fourth Amended and Restated Credit Agreement, dated as of July 24, 2025, by and among ORCC II Financing LLC, as Borrower, the Lenders from time to time parties thereto, Goldman Sachs Bank USA, as Sole Lead Arranger, Syndication Agent and Administrative Agent, State Street Bank and Trust Company as Collateral Administrator, Collateral Agent and Collateral Custodian.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).