Correspondence 0001193125-24-223328 from BLUE OWL CAPITAL INC. (OWL) (CIK 0001823945) (OWL)
BLUE OWL CAPITAL INC. (OWL) (CIK 0001823945)
Date: Sept. 23, 2024 · CIK: 0001823945 · Accession: 0001193125-24-223328
AI Filing Summary & Sentiment
File numbers found in text: 333-282025
Letter
BLUE OWL FINANCE LLC
BLUE OWL CAPITAL INC.
399 Park Avenue, 37th Floor
New York, NY 10022
September 23, 2024
Via EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Blue Owl Finance LLC
Blue Owl Capital Inc.
Registration Statement on Form S-4
Filed September 10, 2024
File No. 333-282025
Ladies and Gentlemen:
Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Blue Owl Finance LLC (the “Company”) and the guarantor registrants named in the above referenced Registration Statement (the “Guarantors” and, together with the Company, the “Registrants”) hereby request acceleration of the effectiveness of their Registration Statement on Form S-4 to 9:15 a.m. Eastern Time on September 25, 2024, or as soon as practicable thereafter.
In connection with the foregoing request for acceleration of effectiveness, the Registrants hereby acknowledge the following:
•
the Registrants are responsible for the adequacy and accuracy of the disclosure in the filing;
•
should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
•
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and
•
the Registrants may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Philippa Bond of Kirkland & Ellis LLP at (310) 552-4222 or pippa.bond@kirkland.com and H. Thomas Felix of Kirkland & Ellis LLP at (310) 552-4234 or tommy.felix@kirkland.com, counsels to the Registrants. In addition, please notify Ms. Bond or Mr. Felix by telephone when this request for acceleration has been granted.
[Signature page follows]
BLUE OWL FINANCE LLC
by: Blue Owl Capital Holdings LP, its sole member by: Blue Owl Capital GP LLC, its general partner
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL CAPITAL INC.
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL CAPITAL GP HOLDINGS LLC
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL CAPITAL GP LLC
by: Blue Owl Capital GP Holdings LLC, its sole member
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL CAPITAL HOLDINGS LP
by: Blue Owl Capital GP LLC, its general partner
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL CAPITAL CARRY LP
by: Blue Owl Capital GP LLC, its general partner
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL CAPITAL GROUP LLC
by: Blue Owl Capital Holdings LP, its sole member by: Blue Owl Capital GP LLC, its general partner
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL GPSC HOLDINGS LLC
by: Blue Owl Capital Holdings LP, its sole member by: Blue Owl Capital GP LLC, its general partner
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL CAPITAL GP HOLDINGS LP
by: Blue Owl Capital GP LLC, its general partner
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL GP STAKES GP HOLDINGS LLC
by: Blue Owl Capital Carry LP, its sole member by: Blue Owl Capital GP LLC, its general partner
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL REAL ESTATE GP HOLDINGS LLC
by: Blue Owl Capital Carry LP, its sole member by: Blue Owl Capital GP LLC, its general partner
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL CAPITAL HOLDINGS LLC
by: Blue Owl Capital Group LLC, its sole member
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
BLUE OWL REAL ESTATE HOLDINGS LP
by: Blue Owl Capital GP LLC, its general partner
By:
/s/ Neena A. Reddy
Name: Neena A. Reddy
Title: General Counsel and Secretary
cc: Philippa Bond, P.C.
H. Thomas Felix
Kirkland & Ellis LLP
Show Raw Text
CORRESP 1 filename1.htm CORRESP BLUE OWL FINANCE LLC BLUE OWL CAPITAL INC. 399 Park Avenue, 37th Floor New York, NY 10022 September 23, 2024 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Blue Owl Finance LLC Blue Owl Capital Inc. Registration Statement on Form S-4 Filed September 10, 2024 File No. 333-282025 Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Blue Owl Finance LLC (the “Company”) and the guarantor registrants named in the above referenced Registration Statement (the “Guarantors” and, together with the Company, the “Registrants”) hereby request acceleration of the effectiveness of their Registration Statement on Form S-4 to 9:15 a.m. Eastern Time on September 25, 2024, or as soon as practicable thereafter. In connection with the foregoing request for acceleration of effectiveness, the Registrants hereby acknowledge the following: • the Registrants are responsible for the adequacy and accuracy of the disclosure in the filing; • should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; • the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and • the Registrants may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have any further questions or comments or desire further information in respect of the Registration Statement, please do not hesitate to contact Philippa Bond of Kirkland & Ellis LLP at (310) 552-4222 or pippa.bond@kirkland.com and H. Thomas Felix of Kirkland & Ellis LLP at (310) 552-4234 or tommy.felix@kirkland.com, counsels to the Registrants. In addition, please notify Ms. Bond or Mr. Felix by telephone when this request for acceleration has been granted. [Signature page follows] BLUE OWL FINANCE LLC by: Blue Owl Capital Holdings LP, its sole member by: Blue Owl Capital GP LLC, its general partner By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary BLUE OWL CAPITAL INC. By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary BLUE OWL CAPITAL GP HOLDINGS LLC By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary BLUE OWL CAPITAL GP LLC by: Blue Owl Capital GP Holdings LLC, its sole member By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary BLUE OWL CAPITAL HOLDINGS LP by: Blue Owl Capital GP LLC, its general partner By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary 2 BLUE OWL CAPITAL CARRY LP by: Blue Owl Capital GP LLC, its general partner By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary BLUE OWL CAPITAL GROUP LLC by: Blue Owl Capital Holdings LP, its sole member by: Blue Owl Capital GP LLC, its general partner By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary BLUE OWL GPSC HOLDINGS LLC by: Blue Owl Capital Holdings LP, its sole member by: Blue Owl Capital GP LLC, its general partner By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary BLUE OWL CAPITAL GP HOLDINGS LP by: Blue Owl Capital GP LLC, its general partner By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary 3 BLUE OWL GP STAKES GP HOLDINGS LLC by: Blue Owl Capital Carry LP, its sole member by: Blue Owl Capital GP LLC, its general partner By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary BLUE OWL REAL ESTATE GP HOLDINGS LLC by: Blue Owl Capital Carry LP, its sole member by: Blue Owl Capital GP LLC, its general partner By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary BLUE OWL CAPITAL HOLDINGS LLC by: Blue Owl Capital Group LLC, its sole member By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary BLUE OWL REAL ESTATE HOLDINGS LP by: Blue Owl Capital GP LLC, its general partner By: /s/ Neena A. Reddy Name: Neena A. Reddy Title: General Counsel and Secretary cc: Philippa Bond, P.C. H. Thomas Felix Kirkland & Ellis LLP 4