Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
On April 11, 2025, pursuant to the IPI Acquisition, we issued 4,150,000 Common Units, calculated based on the daily volume weighted average price per share of our Class A Shares quoted on the NYSE for the 20 consecutive trading day period ended October 2, 2024, and an equal number of Class C Shares, representing an aggregate value of approximately $76.0 million, to the sellers as partial consideration for the IPI Acquisition.
On May 8, 2025, pursuant to the IPI Acquisition, we issued 267,921 Common Units, calculated based on the daily volume weighted average price per share of our Class A Shares quoted on the NYSE for the 20 consecutive trading day period ended October 2, 2024, and an equal number of Class C Shares, representing an aggregate value of approximately $4.9 million, to the sellers as partial consideration for the IPI Acquisition.
The Common Units and Class C Shares were issued in a private placement pursuant to and in accordance with the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof as a transaction by an issuer not involving any public offering.
The holders of the Common Units may, from time to time, exchange an equal number of Common Units and cancel an equal number of Class C Shares in exchange for an equal number of newly issued Class A Shares.
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Table of Contents
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
The table below presents purchases made by or on behalf of Blue Owl Capital Inc. or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of Class A Shares during each of the indicated periods:
(dollars in thousands, except per share data)
Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs
April 1, 2025 - April 30, 2025 114,228 $ 14.81 114,228 $ 148,309
May 1, 2025 - May 31, 2025 — — —
June 1, 2025 - June 30, 2025 — — —
Total 114,228 114,228
(1) On February 5, 2025, the Board authorized the 2025 Program. Under the 2025 Program, repurchases could be made from time to time in open market transactions, in privately negotiated transactions or otherwise. The timing and the actual number of shares repurchased will depend on a variety of factors, including legal requirements, price and economic and market conditions. The 2025 Program may be changed, suspended or discontinued at any time and will terminate upon the earlier of (i) the purchase of all shares available under the 2025 Program and (ii) February 28, 2027.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.