Blue Owl Credit Income Corp.

SC TO-I 1 blueowlcreditincomecorp-sc.htm SC TO-I UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 BLUE OWL CREDIT INCOME CORP. (Name of Subject Company (Issuer)) BLUE OWL CREDIT INCOME CORP. (Names of filing Person (Offeror and Issuer)) Class S Common Stock, Par Value $0.01 per share (Title of Class of Securities) 69120V101 (CUSIP Number of Class of Securities) Class D Common Stock, Par Value $0.01 per share (Title of Class of Securities) 69120V200 (CUSIP Number of Class of Securities) Class I Common Stock, Par Value $0.01 per share (Title of Class of Securities) 69120V309 (CUSIP Number of Class of Securities) Jonathan Lamm Chief Financial Officer and Chief Operating Officer Blue Owl Credit Income Corp. 399 Park Avenue New York, NY 10022 (212) 419-3000 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: Kristin H. Burns Nicole M. Runyan, P.C. William J. Tuttle, P.C. Kirkland & Ellis LLP 601 Lexington Ave. New York, NY 10022 (212) 446-4800 Check the appropriate boxes below to designate any transactions to which the statement relates: ☐ Third-party tender offer subject to Rule 14d-1. ☒ Issuer tender offer subject to Rule 13e-4. ☐ Going-private transaction subject to Rule 13e-3. ☐ Amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐ This Tender Offer Statement on Schedule TO (this “ Schedule TO ”) relates to the offer by Blue Owl Credit Income Corp. (the “ Company ,” “OCIC , ” “ our ,” “ we ,” or “ us ”), an externally-managed closed-end management investment company that has made an election to be regulated as a business development company under the Investment Company Act of 1940, as amended (“ 1940 Act ”), and that is incorporated in Maryland. We are offering to purchase up to 101,609,217 shares of our issued and outstanding Common Stock. This amount represents 5.00% of the aggregate number of the Company’s shares outstanding as of June 30, 2026. The term “ Shares ” as used herein refers only to those shares of our Class S common stock, par value $0.01 per share, Class D common stock, par value $0.01 per share, and Class I common stock, par value $0.01 per share (each, a class of “ Common Stock ”) that are eligible to be repurchased. Purchases will be made upon the terms and subject to the conditions described in the Offer to Purchase, dated August 26, 2026 (the “ Offer to Purchase ”), a copy of which is filed herewith as Exhibit 99(a)(1)(B), and the related Letter of Transmittal (the “ Letter of Transmittal ,” which, together with the Offer to Purchase, as each may be amended or supplemented from time to time, constitute the “ Offer ”), a copy of which is filed herewith as Exhibit 99(a)(1)(C). This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The information contained in the Offer to Purchase and the Letter of Transmittal, respectively, as each may be amended or supplemented from time to time, is hereby incorporated by reference in response to certain items of this Schedule TO. ITEM 1. SUMMARY TERM SHEET. The information under the heading “Summary Term Sheet” included in the Offer to Purchase is incorporated herein by reference. ITEM 2. SUBJECT COMPANY INFORMATION. (a) Name and Address . The name of the issuer is Blue Owl Credit Income Corp. The address and telephone number of the issuer’s principal executive offices are: 399 Park Avenue, New York, New York 10022 and 1-833-OWL-LINE. (b) Securities . The subject securities are Class S, Class D, and Class I shares of the Company’s Common Stock. As of August 25, 2026, there were approximately 2,053,442,313 shares of Common Stock issued and outstanding, which included approximately 665,443,183, 42,410,196 and 1,345,588,934 shares of Class S, Class D, and Class I shares, respectively. (c) Trading Market and Price . There is no established trading market for the Company’s Common Stock. ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON. (a) Name and Address . The filing person and subject company to which this Schedule TO relates is Blue Owl Credit Income Corp. The address and telephone number of the Company are set forth under Item 2(a) above. The names of the directors and executive officers of the Company are as set forth in the Offer to Purchase under the heading “Section 9—Interests of Directors, Executive Officers and Certain Related Persons; Transactions and Arrangements Concerning the Shares,” and such information is incorporated herein by reference. The business address and business telephone number of each director and executive officer of the Company are c/o Blue Owl Credit Income Corp., 399 Park Avenue, New York, New York 10022 and 1-833-OWL-LINE. ITEM 4. TERMS OF THE TRANSACTION. (a) Material Terms . The material terms of the transaction are incorporated herein by reference from the Offer to Purchase under the headings “Summary Term Sheet,” “Introduction,” “Section 1— Applicable Purchase Price; Number of Shares; Expiration Date,” “Section 2—Purpose of the Offer; Plans or Proposals of the Company,” “Section 3—Certain Conditions of the Offer,” “Section 4—Procedures for Tendering Shares,” “Section 5—Withdrawal Rights,” “Section 6—Payment for Shares,” “Section 7—Source and Amount of Funds,” “Section 9— Interests of Directors, Executive Officers and Certain Related Persons; Transactions and Arrangements Concerning the Shares,” “Section 13—Certain United States Federal Income Tax Consequences,” and “Section 14—Amendments; Extension of Tender Offer Period; Termination.” There will be no material differences in the rights of the remaining security holders of the Company as a result of this transaction. (b) Purchases . None of our directors or executive officers intend to tender any of their Shares in the Offer. Therefore, if Shares are tendered in the Offer, the Offer will increase the proportional holdings of our directors and executive officers. See “Section 10—Certain Effects of the Offer” of the Offer to Purchase. ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS. (e) Agreements Involving the Subject Company’s Securities . Information regarding agreements involving the Company’s securities is incorporated herein by reference from the Offer to Purchase under the heading “Section 9—Interests of Directors, Executive Officers and Certain Related Persons; Transactions and Arrangements Concerning the Shares.” Except as set forth therein, the Company does not know of any agreement, arrangement, understanding or relationship relating, directly or indirectly, to the Offer (whether or not legally enforceable), between the Company, any of its executive officers or directors, any person controlling the Company or any executive officer or director of any corporation ultimately in control of the Company and any other person with respect to the Company’s securities (including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations). ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. (a) Purposes . Information regarding the purpose of the transaction is incorporated herein by reference from the Offer to Purchase under the heading “Section 2—Purpose of the Offer; Plans or Proposals of the Company.” (b) Use of Securities Acquired . Information regarding the treatment of Shares acquired pursuant to the Offer is incorporated herein by reference from the Offer to Purchase under the heading “Section 10—Certain Effec