UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2019

OR

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                      

Commission File Number 814-01190

 

OWL ROCK CAPITAL CORPORATION

(Exact name of Registrant as specified in its Charter)

 

Maryland

 

47-5402460

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

399 Park Avenue, 38th Floor

New York, New York

 

10022

(Address of principal executive offices)

 

(Zip Code)

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

 

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES ☒  NO ☐

Indicate by check mark whether the Registrant has submitted every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    YES ☐  NO ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

☐

 

Accelerated filer

☐

 

 

 

 

 

Non-accelerated filer

☒

 

Small reporting company

☐

 

 

 

 

 

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.    ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES ☐  NO ☒

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

ORCC

The New York Stock Exchange

As of July 30, 2019 the registrant had 383,689,762 shares of common stock, $0.01 par value per share, outstanding.

 

 

i


 

Table of Contents

 

 

 

 

 

Page

PART I

 

FINANCIAL INFORMATION

 

2

Item 1.

 

Consolidated Financial Statements

 

2

 

 

Consolidated Statements of Assets and Liabilities as of June 30, 2019 (Unaudited) and December 31,

2018

 

2

 

 

Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)

 

3

 

 

Consolidated Schedules of Investments as of June 30, 2019 (Unaudited) and December 31, 2018

 

4

 

 

Consolidated Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2019 and 2018 (Unaudited)

 

22

 

 

Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018 (Unaudited)

 

23

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

25

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

57

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

91

Item 4.

 

Controls and Procedures

 

92

 

 

 

 

 

 

 

 

 

 

PART II

 

OTHER INFORMATION

 

93

Item 1.

 

Legal Proceedings

 

93

Item 1A.

 

Risk Factors

 

93

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

95

Item 3.

 

Defaults Upon Senior Securities

 

95

Item 4.

 

Mine Safety Disclosures

 

95

Item 5.

 

Other Information

 

95

Item 6.

 

Exhibits

 

96

Signatures

 

 

 

97

 

 

ii


 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Owl Rock Capital Corporation (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:

 

 

•

an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;

 

•

an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;

 

•

an economic downturn could also impact availability and pricing of our financing;

 

•

a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;

 

•

interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;

 

•

currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

 

•

our future operating results;

 

•

our business prospects and the prospects of our portfolio companies;

 

•

our contractual arrangements and relationships with third parties;

 

•

the ability of our portfolio companies to achieve their objectives;

 

•

competition with other entities and our affiliates for investment opportunities;

 

•

the speculative and illiquid nature of our investments;

 

•

the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;

 

•

the adequacy of our financing sources and working capital;

 

•

the loss of key personnel;

 

•

the timing of cash flows, if any, from the operations of our portfolio companies;

 

•

the ability of Owl Rock Capital Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;

 

•

the ability of the Adviser to attract and retain highly talented professionals;

 

•

our ability to qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);

 

•

the effect of legal, tax and regulatory changes; and

 

•

other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).

 

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”).

1


PART I. CONSOLIDATED FINANCIAL INFORMATION

 

Item 1. Consolidated Financial Statements

 

Owl Rock Capital Corporation

Consolidated Statements of Assets and Liabilities

(Amounts in thousands, except share and per share amounts)

 

 

 

June 30, 2019 (Unaudited)

 

 

December 31, 2018

 

Assets

 

 

 

 

 

 

 

 

Investments at fair value

 

 

 

 

 

 

 

 

Non-controlled, non-affiliated investments (amortized cost of $7,152,114 and

     $5,720,295, respectively)

 

$

7,150,570

 

 

$

5,697,447

 

Controlled, affiliated investments (amortized cost of $91,638 and $91,138,

     respectively)

 

 

90,185

 

 

 

86,622

 

Total investments at fair value (amortized cost of $7,243,752 and $5,811,433, respectively)

 

 

7,240,755

 

 

 

5,784,069

 

Cash (restricted cash of $18,916 and $6,013, respectively)

 

 

247,845

 

 

 

127,603

 

Interest receivable

 

 

40,661

 

 

 

29,680

 

Receivable from a controlled affiliate

 

 

2,584

 

 

 

8,100

 

Prepaid expenses and other assets

 

 

15,958

 

 

 

1,590

 

Total Assets

 

$

7,547,803

 

 

$

5,951,042

 

Liabilities

 

 

 

 

 

 

 

 

Debt (net of unamortized debt issuance costs of $35,708 and $22,335, respectively)

 

$

1,570,621

 

 

$

2,567,717

 

Management fee payable

 

 

15,455

 

 

 

14,049

 

Distribution payable

 

 

119,622

 

 

 

78,350

 

Payables to affiliates

 

 

2,970

 

 

 

2,847

 

Payable for investments purchased

 

 

106,176

 

 

 

3,180

 

Accrued expenses and other liabilities

 

 

23,103

 

 

 

20,054

 

Total Liabilities

 

 

1,837,947

 

 

 

2,686,197

 

Commitments and contingencies (Note 7)

 

 

 

 

 

 

 

 

Net Assets

 

 

 

 

 

 

 

 

Common shares $0.01 par value, 500,000,000 shares authorized; 373,693,244 and

     216,204,837 shares issued and outstanding, respectively

 

 

3,737

 

 

 

2,162

 

Additional paid-in-capital

 

 

5,683,541

 

 

 

3,271,162

 

Total distributable earnings (losses)

 

 

22,578

 

 

 

(8,479

)

Total Net Assets

 

 

5,709,856

 

 

 

3,264,845

 

Total Liabilities and Net Assets

 

$

7,547,803

 

 

$

5,951,042

 

Net Asset Value Per Share

 

$

15.28

 

 

$

15.10

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 


2


Owl Rock Capital Corporation

Consolidated Statements of Operations

(Amounts in thousands, except share and per share amounts)

(Unaudited)

 

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Investment Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment income from non-controlled, non-affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

$

171,364

 

 

$

79,907

 

 

$

317,803

 

 

$

141,196

 

Other income

 

 

2,187

 

 

 

2,956

 

 

 

4,526

 

 

 

4,606

 

Total investment income from non-controlled, non-affiliated investments

 

 

173,551

 

 

 

82,863

 

 

 

322,329

 

 

 

145,802

 

Investment income from controlled, affiliated investments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividend income

 

 

2,584

 

 

 

1,601

 

 

 

5,281

 

 

 

2,923

 

Other income

 

 

—

 

 

 

1,636

 

 

 

—

 

 

 

2,819

 

Total investment income from controlled, affiliated investments

 

 

2,584

 

 

 

3,237

 

 

 

5,281

 

 

 

5,742

 

Total Investment Income

 

 

176,135

 

 

 

86,100

 

 

 

327,610

 

 

 

151,544

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

36,858

 

 

 

17,102

 

 

 

71,587

 

 

 

29,159

 

Management fee

 

 

15,455

 

 

 

12,742

 

 

 

30,641

 

 

 

24,777

 

Professional fees

 

 

2,342

 

 

 

1,631

 

 

 

4,475

 

 

 

3,043

 

Directors' fees

 

 

133

 

 

 

128

 

 

 

276

 

 

 

266

 

Other general and administrative

 

 

1,946

 

 

 

1,625

 

 

 

3,551

 

 

 

2,698

 

Total Expenses

 

 

56,734

 

 

 

33,228

 

 

 

110,530

 

 

 

59,943

 

Net Investment Income (Loss) Before Taxes

 

 

119,401

 

 

 

52,872

 

 

 

217,080

 

 

 

91,601

 

Excise tax expense (benefit)

 

 

(221

)

 

 

531

 

 

 

1,452

 

 

 

583

 

Net Investment Income (Loss) After Taxes

 

$

119,622

 

 

$

52,341

 

 

$

215,628

 

 

$

91,018

 

Net Realized and Unrealized Gain (Loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in unrealized gain (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled, non-affiliated investments

 

$

4,042

 

 

$

3,443

 

 

$

20,470

 

 

$

8,948

 

Controlled affiliated investments

 

 

1,016

 

 

 

(1,118

)

 

 

3,062

 

 

 

(1,182

)

Translation of assets and liabilities in foreign currencies

 

 

—

 

 

 

—

 

 

 

(22

)

 

 

—

 

Total Net Change in Unrealized Gain (Loss)

 

 

5,058

 

 

 

2,325

 

 

 

23,510

 

 

 

7,766

 

Net realized gain (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-controlled, non-affiliated investments

 

 

(179

)

 

 

(3,951

)

 

 

(183

)

 

 

(3,793

)

Foreign currency transactions

 

 

169

 

 

 

—

 

 

 

203

 

 

 

—

 

Total Net Realized Gain (Loss)

 

 

(10

)

 

 

(3,951

)

 

 

20

 

 

 

(3,793

)

Total Net Realized and Unrealized Gain (Loss)

 

 

5,048

 

 

 

(1,626

)

 

 

23,530

 

 

 

3,973

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

$

124,670

 

 

$

50,715

 

 

$

239,158

 

 

$

94,991

 

Earnings Per Share - Basic and Diluted

 

$

0.44

 

 

$

0.41

 

 

$

0.92

 

 

$

0.85

 

Weighted Average Shares Outstanding - Basic and Diluted

 

 

284,750,731

 

 

 

122,691,019

 

 

 

260,453,529

 

 

 

111,867,699

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

3


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of June 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

 

 

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(24)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Non-controlled/non-affiliated portfolio company investments(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising and media

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IRI Holdings, Inc.(4)(7)(20)(22)

 

First lien senior secured loan

 

L + 4.50%

 

11/28/2025

 

$

14,925

 

 

$

14,786

 

 

$

14,870

 

 

 

0.3

 

%

PAK Acquisition Corporation (dba Valpak)(4)(7)

 

First lien senior secured loan

 

L + 8.00%

 

6/30/2022

 

 

70,725

 

 

 

69,867

 

 

 

70,725

 

 

 

1.2

 

%

Swipe Acquisition Corporation (dba PLI)(4)(5)(22)

 

First lien senior secured loan

 

L + 7.75%

 

6/29/2024

 

 

160,783

 

 

 

157,950

 

 

 

157,567

 

 

 

2.8

 

%

Swipe Acquisition Corporation (dba PLI)(4)(14)(15)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 7.75%

 

9/30/2019

 

 

—

 

 

 

(161

)

 

 

(65

)

 

 

—

 

%

 

 

 

 

 

 

 

 

 

246,433

 

 

 

242,442

 

 

 

243,097

 

 

 

4.3

 

%

Aerospace and defense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Aviation Solutions Midco, LLC (dba STS Aviation)(4)(7)(22)

 

First lien senior secured loan

 

L + 5.50%

 

1/4/2025

 

 

101,788

 

 

 

100,364

 

 

 

100,770

 

 

 

1.8

 

%

Valence Surface Technologies LLC(4)(8)(22)

 

First lien senior secured loan

 

L + 5.75%

 

6/28/2025

 

 

100,000

 

 

 

98,502

 

 

 

98,500

 

 

 

1.7

 

%

Valence Surface Technologies LLC(4)(14)(15)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 5.75%

 

6/28/2021

 

 

—

 

 

 

(75

)

 

 

(75

)

 

 

—

 

%

Valence Surface Technologies LLC(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 5.75%

 

6/28/2025

 

 

—

 

 

 

(150

)

 

 

(150

)

 

 

—

 

%

 

 

 

 

 

 

 

 

 

201,788

 

 

 

198,641

 

 

 

199,045

 

 

 

3.5

 

%

Automotive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mavis Tire Express Services Corp.(4)(5)(22)

 

Second lien senior secured loan

 

L + 7.50%

 

3/20/2026

 

 

155,000

 

 

 

151,950

 

 

 

151,900

 

 

 

2.7

 

%

Mavis Tire Express Services Corp.(4)(5)(14)(16)(22)

 

Second lien senior secured delayed draw term loan

 

L + 7.50%

 

3/20/2020

 

 

1,449

 

 

 

1,199

 

 

 

1,215

 

 

 

—

 

%

 

 

 

 

 

 

 

 

 

156,449

 

 

 

153,149

 

 

 

153,115

 

 

 

2.7

 

%

Buildings and real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associations, Inc.(4)(7)(22)

 

First lien senior secured loan

 

L + 4.00%  (3.00% PIK)

 

7/30/2024

 

 

275,688

 

 

 

272,665

 

 

 

273,620

 

 

 

4.8

 

%

Associations, Inc.(4)(6)(14)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 4.00%  (3.00% PIK)

 

7/30/2021

 

 

33,743

 

 

 

33,132

 

 

 

33,307

 

 

 

0.6

 

%

Associations, Inc.(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 6.00%

 

7/30/2024

 

 

—

 

 

 

(122

)

 

 

(173

)

 

 

—

 

%

Cheese Acquisition, LLC(4)(7)(22)

 

First lien senior secured loan

 

L + 4.75%

 

11/28/2024

 

 

135,642

 

 

 

133,731

 

 

 

133,946

 

 

 

2.3

 

%

Imperial Parking Canada(4)(9)(22)

 

First lien senior secured loan

 

C + 5.00%

 

11/28/2024

 

 

27,462

 

 

 

26,846

 

 

 

27,119

 

 

 

0.5

 

%

Cheese Acquisition, LLC(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 4.75%

 

11/28/2023

 

 

—

 

 

 

(180

)

 

 

(205

)

 

 

—

 

%

 

 

 

 

 

 

 

 

 

472,535

 

 

 

466,072

 

 

 

467,614

 

 

 

8.2

 

%

4


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of June 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

 

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(24)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Business services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Access CIG, LLC(4)(5)(22)

 

Second lien senior secured loan

 

L + 7.75%

 

2/27/2026

 

 

44,637

 

 

 

44,311

 

 

 

44,525

 

 

 

0.8

 

%

CIBT Global, Inc.(4)(7)(22)

 

Second lien senior secured loan

 

L + 7.75%

 

6/2/2025

 

 

59,500

 

 

 

58,273

 

 

 

58,756

 

 

 

1.0

 

%

ConnectWise, LLC(4)(7)(22)

 

First lien senior secured loan

 

L + 5.50%

 

2/28/2025

 

 

154,763

 

 

 

152,914

 

 

 

152,828

 

 

 

2.7

 

%

ConnectWise, LLC(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 5.50%

 

2/28/2025

 

 

—

 

 

 

(195

)

 

 

(207

)

 

 

—

 

%

Vistage International, Inc.(4)(5)(22)

 

Second lien senior secured loan

 

L + 8.00%

 

2/8/2026

 

 

34,800

 

 

 

34,543

 

 

 

34,452

 

 

 

0.6

 

%

Vestcom Parent Holdings, Inc.(4)(5)

 

Second lien senior secured loan

 

L + 8.25%

 

12/19/2024

 

 

78,987

 

 

 

78,124

 

 

 

78,592

 

 

 

1.4

 

%

 

 

 

 

 

 

 

 

 

372,687

 

 

 

367,970

 

 

 

368,946

 

 

 

6.5

 

%

Chemicals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Douglas Products and Packaging Company LLC(4)(7)(22)

 

First lien senior secured loan

 

L + 5.75%

 

10/19/2022

 

 

99,445

 

 

 

98,698

 

 

 

98,450

 

 

 

1.7

 

%

Douglas Products and Packaging Company LLC(4)(7)(14)(22)

 

First lien senior secured revolving loan

 

L + 5.75%

 

10/19/2022

 

 

2,725

 

 

 

2,673

 

 

 

2,634

 

 

 

—

 

%

Innovative Water Care Global Corporation(4)(7)(22)

 

First lien senior secured loan

 

L + 5.00%

 

2/27/2026

 

 

149,625

 

 

 

139,480

 

 

 

139,899

 

 

 

2.5

 

%

 

 

 

 

 

 

 

 

 

251,795

 

 

 

240,851

 

 

 

240,983

 

 

 

4.2

 

%

Consumer products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Feradyne Outdoors, LLC(4)(7)(22)

 

First lien senior secured loan

 

L + 6.25%

 

5/25/2023

 

 

113,190

 

 

 

112,226

 

 

 

101,305

 

 

 

1.8

 

%

WU Holdco, Inc. (dba Weiman Products, LLC)(4)(7)(22)

 

First lien senior secured loan

 

L + 5.50%

 

3/26/2026

 

 

140,840

 

 

 

138,103

 

 

 

138,023

 

 

 

2.4

 

%

WU Holdco, Inc. (dba Weiman Products, LLC)(4)(14)(15)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 5.50%

 

3/26/2021

 

 

—

 

 

 

(191

)

 

 

(199

)

 

 

—

 

%

WU Holdco, Inc. (dba Weiman Products, LLC)(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 5.50%

 

3/26/2025

 

 

—

 

 

 

(266

)

 

 

(278

)

 

 

—

 

%

 

 

 

 

 

 

 

 

 

254,030

 

 

 

249,872

 

 

 

238,851

 

 

 

4.2

 

%

Containers and packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pregis Holding I Corporation(4)(7)(22)

 

Second lien senior secured loan

 

L + 7.25%

 

5/20/2022

 

 

43,000

 

 

 

42,362

 

 

 

43,430

 

 

 

0.7

 

%

 

 

 

 

 

 

 

 

 

43,000

 

 

 

42,362

 

 

 

43,430

 

 

 

0.7

 

%

Distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABB/Con-cise Optical Group LLC(4)(5)

 

First lien senior secured loan

 

L + 5.00%

 

6/15/2023

 

 

58,791

 

 

 

58,898

 

 

 

55,557

 

 

 

1.0

 

%

ABB/Con-cise Optical Group LLC(4)(7)

 

Second lien senior secured loan

 

L + 9.00%

 

6/17/2024

 

 

25,000

 

 

 

24,463

 

 

 

23,250

 

 

 

0.4

 

%

Aramsco, Inc.(4)(5)(22)

 

First lien senior secured loan

 

L + 5.25%

 

8/28/2024

 

 

57,344

 

 

 

56,088

 

 

 

55,910

 

 

 

1.0

 

%

Aramsco, Inc.(4)(10)(14)(22)

 

First lien senior secured revolving loan

 

P + 4.25%

 

8/28/2024

 

 

838

 

 

 

658

 

 

 

628

 

 

 

—

 

%

BCPE Empire Holdings, Inc. (dba Imperial-Dade)(4)(5)(20)(22)

 

First lien senior secured loan

 

L + 4.00%

 

6/11/2026

 

 

20,051

 

 

 

19,850

 

 

 

19,850

 

 

 

0.3

 

%

BCPE Empire Holdings, Inc. (dba Imperial-Dade)(4)(14)(16)(20)(22)

 

First lien senior secured delayed draw term loan

 

L + 4.00%

 

6/11/2021

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

%

5


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of June 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

 

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(24)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Dealer Tire, LLC(4)(5)(22)

 

First lien senior secured loan

 

L + 5.50%

 

12/15/2025

 

 

114,463

 

 

 

109,081

 

 

 

111,602

 

 

 

2.0

 

%

Endries Acquisition, Inc.(4)(7)(22)

 

First lien senior secured loan

 

L + 6.25%

 

12/10/2025

 

 

179,550

 

 

 

176,596

 

 

 

176,857

 

 

 

3.1

 

%

Endries Acquisition, Inc.(4)(7)(14)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 6.25%

 

12/10/2020

 

 

10,414

 

 

 

9,407

 

 

 

9,476

 

 

 

0.2

 

%

Endries Acquisition, Inc.(4)(7)(14)(22)

 

First lien senior secured revolving loan

 

L + 6.25%

 

12/10/2024

 

 

7,200

 

 

 

6,771

 

 

 

6,795

 

 

 

0.1

 

%

JM Swank, LLC(4)(7)

 

First lien senior secured loan

 

L + 7.50%

 

7/25/2022

 

 

116,769

 

 

 

115,281

 

 

 

114,434

 

 

 

2.0

 

%

Offen, Inc.(4)(7)(22)

 

First lien senior secured loan

 

L + 5.00%

 

6/22/2026

 

 

14,690

 

 

 

14,543

 

 

 

14,543

 

 

 

0.3

 

%

Offen, Inc.(4)(14)(15)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 5.00%

 

12/21/2020

 

 

—

 

 

 

(53

)

 

 

(53

)

 

 

—

 

%

QC Supply, LLC(4)(5)

 

First lien senior secured loan

 

L + 7.00%

 

12/29/2022

 

 

34,485

 

 

 

33,937

 

 

 

32,933

 

 

 

0.6

 

%

QC Supply, LLC(4)(5)

 

First lien senior secured revolving loan

 

L + 7.00%

 

12/29/2021

 

 

4,969

 

 

 

4,907

 

 

 

4,745

 

 

 

0.1

 

%

 

 

 

 

 

 

 

 

 

644,564

 

 

 

630,427

 

 

 

626,527

 

 

 

11.1

 

%

Education

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2U, Inc.(4)(5)(18)(22)

 

First lien senior secured loan

 

L + 5.75%

 

5/22/2024

 

 

115,000

 

 

 

113,306

 

 

 

113,275

 

 

 

2.0

 

%

Learning Care Group (US) No. 2 Inc.(4)(7)(22)

 

Second lien senior secured loan

 

L + 7.50%

 

3/13/2026

 

 

25,000

 

 

 

24,558

 

 

 

24,625

 

 

 

0.4

 

%

Severin Acquisition, LLC (dba PowerSchool)(4)(7)(22)

 

Second lien senior secured loan

 

L + 6.75%

 

8/3/2026

 

 

108,000

 

 

 

107,130

 

 

 

107,870

 

 

 

1.9

 

%

TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)(4)(7)(22)

 

First lien senior secured loan

 

L + 6.00%

 

5/14/2024

 

 

62,528

 

 

 

61,209

 

 

 

61,279

 

 

 

1.1

 

%

TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)(4)(7)(14)(22)

 

First lien senior secured revolving loan

 

L + 6.00%

 

5/14/2024

 

 

1,229

 

 

 

1,143

 

 

 

1,145

 

 

 

—

 

%

 

 

 

 

 

 

 

 

 

311,757

 

 

 

307,346

 

 

 

308,194

 

 

 

5.4

 

%

Energy equipment and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hillstone Environmental Partners, LLC(4)(7)(22)

 

First lien senior secured loan

 

L + 7.75%

 

4/25/2023

 

 

92,670

 

 

 

91,490

 

 

 

92,670

 

 

 

1.6

 

%

Hillstone Environmental Partners, LLC(4)(7)(14)(22)

 

First lien senior secured delayed draw term loan

 

L + 7.75%

 

4/25/2024

 

 

5,972

 

 

 

5,479

 

 

 

5,972

 

 

 

0.1

 

%

Hillstone Environmental Partners, LLC(4)(7)(22)

 

First lien senior secured revolving loan

 

L + 7.75%

 

4/25/2023

 

 

8,440

 

 

 

8,330

 

 

 

8,440

 

 

 

0.1

 

%

Liberty Oilfield Services LLC(4)(5)(18)(22)

 

First lien senior secured loan

 

L + 7.63%

 

9/19/2022

 

 

14,148

 

 

 

13,970

 

 

 

14,219

 

 

 

0.2

 

%

 

 

 

 

 

 

 

 

 

121,230

 

 

 

119,269

 

 

 

121,301

 

 

 

2.0

 

%

Financial services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blackhawk Network Holdings, Inc.(4)(5)(22)

 

Second lien senior secured loan

 

L + 7.00%

 

6/15/2026

 

 

104,700

 

 

 

103,787

 

 

 

104,439

 

 

 

1.8

 

%

NMI Acquisitionco, Inc. (dba Network Merchants)(4)(5)(22)

 

First lien senior secured loan

 

L + 6.75%

 

9/6/2022

 

 

28,337

 

 

 

27,850

 

 

 

27,629

 

 

 

0.5

 

%

6


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of June 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

 

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(24)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

NMI Acquisitionco, Inc. (dba Network Merchants)(4)(5)(14)(22)

 

First lien senior secured revolving loan

 

L + 6.75%

 

9/6/2022

 

 

233

 

 

 

222

 

 

 

217

 

 

 

—

 

%

 

 

 

 

 

 

 

 

 

133,270

 

 

 

131,859

 

 

 

132,285

 

 

 

2.3

 

%

Food and beverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carolina Beverage Group (fka Cold Spring Brewing Company)(4)(5)(22)

 

First lien senior secured loan

 

L + 5.25%

 

5/15/2024

 

 

37,459

 

 

 

36,835

 

 

 

36,710

 

 

 

0.6

 

%

Carolina Beverage Group (fka Cold Spring Brewing Company)(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 5.25%

 

5/15/2024

 

 

—

 

 

 

(44

)

 

 

(54

)

 

 

—

 

%

CM7 Restaurant Holdings, LLC(4)(5)(22)

 

First lien senior secured loan

 

L + 8.75%

 

5/22/2023

 

 

37,349

 

 

 

36,791

 

 

 

36,601

 

 

 

0.6

 

%

Give and Go Prepared Foods Corp.(4)(5)(18)

 

Second lien senior secured loan

 

L + 8.50%

 

1/29/2024

 

 

42,000

 

 

 

41,675

 

 

 

37,170

 

 

 

0.7

 

%

H-Food Holdings, LLC(4)(5)(22)

 

Second lien senior secured loan

 

L + 7.00%

 

3/2/2026

 

 

121,800

 

 

 

119,017

 

 

 

119,364

 

 

 

2.1

 

%

H-Food Holdings, LLC(4)(5)(20)(22)

 

First lien senior secured loan

 

L + 4.00%

 

5/23/2025

 

 

25,970

 

 

 

25,729

 

 

 

25,650

 

 

 

0.4

 

%

Hometown Food Company(4)(5)(22)

 

First lien senior secured loan

 

L + 5.00%

 

8/31/2023

 

 

28,825

 

 

 

28,336

 

 

 

28,249

 

 

 

0.5

 

%

Hometown Food Company(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 5.00%

 

8/31/2023

 

 

—

 

 

 

(71

)

 

 

(85

)

 

 

—

 

%

KSLB Holdings, LLC (dba Sara Lee Frozen Bakery)(4)(5)(22)

 

First lien senior secured loan

 

L + 4.50%

 

7/30/2025

 

 

35,820

 

 

 

35,132

 

 

 

35,104

 

 

 

0.6

 

%

KSLB Holdings, LLC (dba Sara Lee Frozen Bakery)(4)(5)(14)(22)

 

First lien senior secured revolving loan

 

L + 4.50%

 

7/30/2023

 

 

4,920

 

 

 

4,755

 

 

 

4,740

 

 

 

0.1

 

%

Manna Development Group, LLC(4)(5)(22)

 

First lien senior secured loan

 

L + 6.00%

 

10/24/2022

 

 

57,088

 

 

 

56,431

 

 

 

56,231

 

 

 

1.0

 

%

Manna Development Group, LLC(4)(5)(14)(22)

 

First lien senior secured revolving loan

 

L + 6.00%

 

10/24/2022

 

 

867

 

 

 

739

 

 

 

802

 

 

 

—

 

%

Recipe Acquisition Corp. (dba Roland Corporation)(4)(7)

 

Second lien senior secured loan

 

L + 8.00%

 

12/1/2022

 

 

32,000

 

 

 

31,617

 

 

 

32,000

 

 

 

0.6

 

%

Tall Tree Foods, Inc.(4)(5)

 

First lien senior secured loan

 

L + 7.25%

 

8/12/2022

 

 

45,850

 

 

 

45,451

 

 

 

44,474

 

 

 

0.8

 

%

Ultimate Baked Goods Midco, LLC(4)(5)(22)

 

First lien senior secured loan

 

L + 4.00%

 

8/11/2025

 

 

26,933

 

 

 

26,391

 

 

 

26,394

 

 

 

0.5

 

%

Ultimate Baked Goods Midco, LLC(4)(5)(14)(22)

 

First lien senior secured revolving loan

 

L + 4.00%

 

8/9/2023

 

 

2,096

 

 

 

2,003

 

 

 

1,995

 

 

 

—

 

%

 

 

 

 

 

 

 

 

 

498,977

 

 

 

490,787

 

 

 

485,345

 

 

 

8.5

 

%

Healthcare providers and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Confluent Health, LLC.(4)(7)(22)

 

First lien senior secured loan

 

L + 5.00%

 

6/24/2028

 

 

18,000

 

 

 

17,820

 

 

 

17,820

 

 

 

0.3

 

%

Covenant Surgical Partners, Inc.(4)(7)

 

First lien senior secured loan

 

L + 4.75%

 

10/4/2024

 

 

29,572

 

 

 

29,572

 

 

 

29,572

 

 

 

0.5

 

%

Covenant Surgical Partners, Inc.(4)(7)(14)(16)

 

First lien senior secured delayed draw term loan

 

L + 4.75%

 

11/30/2020

 

 

69,000

 

 

 

68,329

 

 

 

69,000

 

 

 

1.2

 

%

Geodigm Corporation (dba National Dentex)(4)(5)(11)(22)

 

First lien senior secured loan

 

L + 6.87%

 

12/1/2021

 

 

124,090

 

 

 

123,262

 

 

 

122,849

 

 

 

2.2

 

%

GI Chill Acquisition (dba California Cryobank)(4)(7)(22)

 

First lien senior secured loan

 

L + 4.00%

 

8/6/2025

 

 

31,760

 

 

 

31,618

 

 

 

31,442

 

 

 

0.6

 

%

7


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of June 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

 

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(24)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

GI Chill Acquisition (dba California Cryobank)(4)(7)(22)

 

Second lien senior secured loan

 

L + 7.50%

 

8/6/2026

 

 

135,400

 

 

 

134,152

 

 

 

133,369

 

 

 

2.3

 

%

Premier Imaging, LLC (dba LucidHealth)(4)(5)(22)

 

First lien senior secured loan

 

L + 5.50%

 

1/2/2025

 

 

33,830

 

 

 

33,205

 

 

 

33,323

 

 

 

0.6

 

%

RxSense Holdings, LLC(4)(5)(22)

 

First lien senior secured loan

 

L + 6.00%

 

2/15/2024

 

 

133,219

 

 

 

131,345

 

 

 

131,221

 

 

 

2.3

 

%

RxSense Holdings, LLC(4)(5)(14)(22)

 

First lien senior secured revolving loan

 

L + 6.00%

 

2/15/2024

 

 

4,047

 

 

 

3,935

 

 

 

3,926

 

 

 

0.1

 

%

TC Holdings, LLC (dba TrialCard)(4)(5)(22)

 

First lien senior secured loan

 

L + 4.50%

 

11/14/2023

 

 

70,938

 

 

 

69,747

 

 

 

70,938

 

 

 

1.2

 

%

TC Holdings, LLC (dba TrialCard)(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 4.50%

 

11/14/2022

 

 

—

 

 

 

(75

)

 

 

—

 

 

 

—

 

%

 

 

 

 

 

 

 

 

 

649,856

 

 

 

642,910

 

 

 

643,460

 

 

 

11.3

 

%

Healthcare technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bracket Intermediate Holding Corp.(4)(7)(22)

 

First lien senior secured loan

 

L + 4.25%

 

9/5/2025

 

 

15,632

 

 

 

15,561

 

 

 

15,554

 

 

 

0.3

 

%

Bracket Intermediate Holding Corp.(4)(7)(22)

 

Second lien senior secured loan

 

L + 8.13%

 

9/5/2026

 

 

26,250

 

 

 

25,761

 

 

 

25,725

 

 

 

0.5

 

%

Interoperability Bidco, Inc.(4)(5)(22)

 

First lien senior secured loan

 

L + 5.75%

 

6/25/2026

 

 

77,200

 

 

 

76,237

 

 

 

76,235

 

 

 

1.2

 

%

Interoperability Bidco, Inc.(4)(14)(15)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 5.75%

 

6/25/2021

 

 

—

 

 

 

(10

)

 

 

(10

)

 

 

—

 

%

Interoperability Bidco, Inc.(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 5.75%

 

6/25/2024

 

 

—

 

 

 

(50

)

 

 

(50

)

 

 

—

 

%

 

 

 

 

 

 

 

 

 

119,082

 

 

 

117,499

 

 

 

117,454

 

 

 

2.0

 

%

Household products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hayward Industries, Inc.(4)(5)(22)

 

Second lien senior secured loan

 

L + 8.25%

 

8/4/2025

 

 

52,149

 

 

 

51,286

 

 

 

52,149

 

 

 

0.9

 

%

 

 

 

 

 

 

 

 

 

52,149

 

 

 

51,286

 

 

 

52,149

 

 

 

0.9

 

 

Infrastructure and environmental services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)(4)(7)

 

First lien senior secured loan

 

L + 7.25%

 

9/8/2022

 

 

146,580

 

 

 

144,503

 

 

 

146,580

 

 

 

2.6

 

%

LineStar Integrity Services LLC(4)(7)(22)

 

First lien senior secured loan

 

L + 7.25%

 

2/12/2024

 

 

51,021

 

 

 

50,188

 

 

 

50,511

 

 

 

0.9

 

%

LineStar Integrity Services LLC(4)(7)(14)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 7.25%

 

8/12/2019

 

 

9,688

 

 

 

9,396

 

 

 

9,591

 

 

 

0.2

 

%

 

 

 

 

 

 

 

 

 

207,289

 

 

 

204,087

 

 

 

206,682

 

 

 

3.7

 

%

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asurion, LLC(4)(5)(20)(22)

 

Second lien senior secured loan

 

L + 6.50%

 

8/4/2025

 

 

40,000

 

 

 

40,550

 

 

 

40,524

 

 

 

0.7

 

%

CD&R TZ Purchaser, Inc. (dba Tranzact)(4)(6)

 

First lien senior secured loan

 

L + 6.00%

 

7/21/2023

 

 

34,019

 

 

 

32,684

 

 

 

34,019

 

 

 

0.6

 

%

KWOR Acquisition, Inc. (dba Worley Claims Services)(4)(5)(22)

 

First lien senior secured loan

 

L + 4.00%

 

6/3/2026

 

 

31,200

 

 

 

30,195

 

 

 

30,227

 

 

 

0.5

 

%

KWOR Acquisition, Inc. (dba Worley Claims Services)(4)(14)(15)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 4.00%

 

6/3/2021

 

 

—

 

 

 

(100

)

 

 

(97

)

 

 

—

 

%

8


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of June 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

 

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(24)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

KWOR Acquisition, Inc. (dba Worley Claims Services)(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 3.75%

 

6/3/2024

 

 

—

 

 

 

(115

)

 

 

(162

)

 

 

—

 

%

KWOR Acquisition, Inc. (dba Worley Claims Services)(4)(5)(22)

 

Second lien senior secured loan

 

L + 7.75%

 

11/30/2026

 

 

49,600

 

 

 

48,861

 

 

 

48,856

 

 

 

0.9

 

%

 

 

 

 

 

 

 

 

 

154,819

 

 

 

152,075

 

 

 

153,367

 

 

 

2.7

 

%

Internet software and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accela, Inc.(4)(7)

 

First lien senior secured loan

 

L + 6.25%

 

9/28/2023

 

 

53,130

 

 

 

52,189

 

 

 

49,145

 

 

 

0.9

 

%

Accela, Inc.(4)(7)(14)

 

First lien senior secured revolving loan

 

L + 6.25%

 

9/28/2023

 

 

3,916

 

 

 

3,810

 

 

 

3,466

 

 

 

0.1

 

%

Apptio, Inc.(4)(5)(22)

 

First lien senior secured loan

 

L + 7.25%

 

1/10/2025

 

 

41,727

 

 

 

40,935

 

 

 

41,101

 

 

 

0.7

 

%

Apptio, Inc.(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 7.25%

 

1/10/2025

 

 

—

 

 

 

(51

)

 

 

(42

)

 

 

—

 

%

3ES Innovation Inc. (dba Aucerna)(4)(7)(18)(22)

 

First lien senior secured loan

 

L + 5.75%

 

5/13/2025

 

 

38,930

 

 

 

38,452

 

 

 

38,443

 

 

 

0.7

 

%

3ES Innovation Inc. (dba Aucerna)(4)(14)(15)(18)(22)

 

First lien senior secured revolving loan

 

L + 5.75%

 

5/13/2025

 

 

—

 

 

 

(48

)

 

 

(49

)

 

 

—

 

%

Genesis Acquisition Co. (dba Procare Software)(4)(7)(22)

 

First lien senior secured loan

 

L + 4.00%

 

7/31/2024

 

 

18,064

 

 

 

17,750

 

 

 

17,703

 

 

 

0.3

 

%

Genesis Acquisition Co. (dba Procare Software)(4)(14)(15)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 4.00%

 

7/31/2020

 

 

—

 

 

 

(40

)

 

 

(47

)

 

 

—

 

%

Genesis Acquisition Co. (dba Procare Software)(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 4.00%

 

7/31/2024

 

 

—

 

 

 

(45

)

 

 

(53

)

 

 

—

 

%

Infoblox Inc.(4)(5)

 

Second lien senior secured loan

 

L + 8.75%

 

11/7/2024

 

 

30,000

 

 

 

29,556

 

 

 

30,000

 

 

 

0.5

 

%

IQN Holding Corp. (dba Beeline)(4)(7)(22)

 

First lien senior secured loan

 

L + 5.50%

 

8/20/2024

 

 

192,871

 

 

 

190,315

 

 

 

189,978

 

 

 

3.3

 

%

IQN Holding Corp. (dba Beeline)(4)(7)(14)(22)

 

First lien senior secured revolving loan

 

L + 5.50%

 

8/20/2023

 

 

7,139

 

 

 

6,858

 

 

 

6,799

 

 

 

0.1

 

%

Lightning Midco, LLC (dba Vector Solutions)(4)(7)(22)

 

First lien senior secured loan

 

L + 5.50%

 

11/21/2025

 

 

114,339

 

 

 

113,275

 

 

 

113,196

 

 

 

2.0

 

%

Lightning Midco, LLC (dba Vector Solutions)(4)(7)(14)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 5.50%

 

11/23/2020

 

 

9,466

 

 

 

9,223

 

 

 

9,199

 

 

 

0.2

 

%

Lightning Midco, LLC (dba Vector Solutions)(4)(7)(14)(22)

 

First lien senior secured revolving loan

 

L + 5.50%

 

11/21/2023

 

 

8,044

 

 

 

7,927

 

 

 

7,910

 

 

 

0.1

 

%

Litera Bidco LLC(4)(8)(22)

 

First lien senior secured loan

 

L + 5.75%

 

5/31/2026

 

 

35,859

 

 

 

35,415

 

 

 

35,411

 

 

 

0.6

 

%

Litera Bidco LLC(4)(14)(15)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 5.75%

 

5/31/2020

 

 

—

 

 

 

(124

)

 

 

(126

)

 

 

—

 

%

Litera Bidco LLC(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 5.75%

 

5/31/2025

 

 

—

 

 

 

(35

)

 

 

(36

)

 

 

—

 

%

MINDBODY, Inc.(4)(5)(22)

 

First lien senior secured loan

 

L + 7.00%

 

2/14/2025

 

 

57,679

 

 

 

57,129

 

 

 

57,102

 

 

 

1.0

 

%

9


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of June 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

 

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(24)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

MINDBODY, Inc.(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 7.00%

 

2/14/2025

 

 

—

 

 

 

(57

)

 

 

(61

)

 

 

—

 

%

Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(4)(5)(22)

 

First lien senior secured loan

 

L + 6.50%

 

6/17/2024

 

 

134,622

 

 

 

133,158

 

 

 

133,949

 

 

 

2.3

 

%

Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 6.50%

 

6/15/2023

 

 

—

 

 

 

(65

)

 

 

(32

)

 

 

—

 

%

 

 

 

 

 

 

 

 

 

745,786

 

 

 

735,527

 

 

 

732,956

 

 

 

12.8

 

%

Leisure and entertainment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Sports Holdings Inc. (dba Ottawa Senators)(4)(9)(18)

 

First lien senior secured loan

 

C + 5.25%

 

6/22/2024

 

 

16,439

 

 

 

16,203

 

 

 

16,028

 

 

 

0.3

 

%

Troon Golf, L.L.C.(4)(7)(11)(13)(22)

 

First lien senior secured term loan A and B

 

L + 6.00%

(TLA: L + 3.5%; TLB: L + 6.6%)

 

3/29/2025

 

 

178,626

 

 

 

176,524

 

 

 

178,626

 

 

 

3.1

 

%

Troon Golf, L.L.C.(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 6.00%

 

3/29/2025

 

 

—

 

 

 

(153

)

 

 

—

 

 

 

—

 

%

 

 

 

 

 

 

 

 

 

195,065

 

 

 

192,574

 

 

 

194,654

 

 

 

3.4

 

%

Manufacturing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ideal Tridon Holdings, Inc.(4)(5)(22)

 

First lien senior secured loan

 

L + 5.75%

 

7/31/2023

 

 

55,935

 

 

 

55,089

 

 

 

55,601

 

 

 

1.0

 

%

Ideal Tridon Holdings, Inc.(4)(14)(15)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 5.75%

 

12/25/2020

 

 

—

 

 

 

(9

)

 

 

—

 

 

 

—

 

%

Ideal Tridon Holdings, Inc.(4)(7)(14)(22)

 

First lien senior secured revolving loan

 

L + 5.75%

 

7/31/2022

 

 

327

 

 

 

250

 

 

 

293

 

 

 

—

 

%

MHE Intermediate Holdings, LLC(dba Material Handling Services)(4)(7)(14)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 5.00%

 

4/26/2020

 

 

6,000

 

 

 

5,769

 

 

 

5,760

 

 

 

0.1

 

%

Professional Plumbing Group, Inc.(4)(7)(22)

 

First lien senior secured loan

 

L + 6.75%

 

4/16/2024

 

 

52,479

 

 

 

51,818

 

 

 

51,167

 

 

 

0.9

 

%

Professional Plumbing Group, Inc.(4)(7)(14)(22)

 

First lien senior secured revolving loan

 

L + 6.75%

 

4/16/2024

 

 

6,643

 

 

 

6,542

 

 

 

6,421

 

 

 

0.1

 

%

Safety Products/JHC Acquisition Corp.(dba Justrite Safety Group)(4)(5)(22)

 

First lien senior secured loan

 

L + 4.50%

 

6/28/2026

 

 

13,548

 

 

 

13,412

 

 

 

13,412

 

 

 

0.2

 

%

Safety Products/JHC Acquisition Corp.(dba Justrite Safety Group)(4)(14)(15)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 4.50%

 

6/28/2021

 

 

—

 

 

 

(17

)

 

 

(17

)

 

 

—

 

%

 

 

 

 

 

 

 

 

 

134,932

 

 

 

132,854

 

 

 

132,637

 

 

 

2.3

 

%

Oil and gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Black Mountain Sand Eagle Ford LLC(4)(7)(22)

 

First lien senior secured loan

 

L + 8.25%

 

8/17/2022

 

 

91,021

 

 

 

90,183

 

 

 

90,567

 

 

 

1.6

 

%

Project Power Buyer, LLC (dba PEC-Veriforce)(4)(7)(22)

 

First lien senior secured loan

 

L + 5.75%

 

5/14/2026

 

 

32,938

 

 

 

32,532

 

 

 

32,526

 

 

 

0.6

 

%

Project Power Buyer, LLC (dba PEC-Veriforce)(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 5.75%

 

5/14/2025

 

 

—

 

 

 

(39

)

 

 

(40

)

 

 

—

 

%

Zenith Energy U.S. Logistics Holdings, LLC(4)(5)(22)

 

First lien senior secured loan

 

L + 5.50%

 

12/21/2024

 

 

85,365

 

 

 

83,908

 

 

 

83,657

 

 

 

1.5

 

%

 

 

 

 

 

 

 

 

 

209,324

 

 

 

206,584

 

 

 

206,710

 

 

 

3.7

 

%

10


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of June 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

 

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(24)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Professional services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AmSpec Services Inc.(4)(7)(22)

 

First lien senior secured loan

 

L + 5.75%

 

7/2/2024

 

 

102,265

 

 

 

100,719

 

 

 

99,709

 

 

 

1.7

 

%

AmSpec Services Inc.(4)(8)(14)(22)

 

First lien senior secured revolving loan

 

P + 3.75%

 

7/2/2024

 

 

12,820

 

 

 

12,609

 

 

 

12,458

 

 

 

0.2

 

%

Cardinal US Holdings, Inc.(4)(7)(18)(22)

 

First lien senior secured loan

 

L + 5.00%

 

7/31/2023

 

 

90,657

 

 

 

87,190

 

 

 

90,657

 

 

 

1.6

 

%

DMT Solutions Global Corporation(4)(7)(22)

 

First lien senior secured loan

 

L + 7.00%

 

7/2/2024

 

 

53,200

 

 

 

51,348

 

 

 

51,072

 

 

 

0.9

 

%

GC Agile Holdings Limited (dba Apex Fund Services)(4)(7)(18)(22)

 

First lien senior secured loan

 

L + 7.00%

 

6/15/2025

 

 

161,276

 

 

 

158,476

 

 

 

158,052

 

 

 

2.8

 

%

GC Agile Holdings Limited (dba Apex Fund Services)(4)(14)(15)(18)(22)

 

First lien senior secured revolving loan

 

L + 7.00%

 

6/15/2023

 

 

—

 

 

 

(263

)

 

 

(208

)

 

 

—

 

%

Gerson Lehrman Group, Inc.(4)(5)(22)

 

First lien senior secured loan

 

L + 4.25%

 

12/12/2024

 

 

316,297

 

 

 

313,378

 

 

 

313,134

 

 

 

5.5

 

%

Gerson Lehrman Group, Inc.(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 4.25%

 

12/12/2024

 

 

—

 

 

 

(201

)

 

 

(221

)

 

 

—

 

%

 

 

 

 

 

 

 

 

 

736,515

 

 

 

723,256

 

 

 

724,653

 

 

 

12.7

 

%

Specialty retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EW Holdco, LLC (dba European Wax)(4)(5)(22)

 

First lien senior secured loan

 

L + 4.50%

 

9/25/2024

 

 

64,732

 

 

 

64,147

 

 

 

64,084

 

 

 

1.1

 

%

EW Holdco, LLC (dba European Wax)(4)(14)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 4.50%

 

8/30/2019

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

%

Galls, LLC(4)(5)(22)

 

First lien senior secured loan

 

L + 6.25%

 

1/31/2025

 

 

91,461

 

 

 

90,500

 

 

 

90,548

 

 

 

1.6

 

%

Galls, LLC(4)(5)(14)(22)

 

First lien senior secured revolving loan

 

L + 6.25%

 

1/31/2024

 

 

16,865

 

 

 

16,606

 

 

 

16,654

 

 

 

0.3

 

%

Galls, LLC(4)(5)(14)(16)(22)

 

First lien senior secured delayed draw term loan

 

L + 6.25%

 

1/31/2020

 

 

10,421

 

 

 

9,948

 

 

 

10,316

 

 

 

0.2

 

%

 

 

 

 

 

 

 

 

 

183,479

 

 

 

181,201

 

 

 

181,602

 

 

 

3.2

 

%

Telecommunications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DB Datacenter Holdings Inc.(4)(5)(22)

 

Second lien senior secured loan

 

L + 7.50%

 

4/3/2025

 

 

35,000

 

 

 

34,565

 

 

 

34,650

 

 

 

0.6

 

%

 

 

 

 

 

 

 

 

 

35,000

 

 

 

34,565

 

 

 

34,650

 

 

 

0.6

 

%

Transportation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lytx, Inc.(4)(5)(22)

 

First lien senior secured loan

 

L + 6.75%

 

8/31/2023

 

 

43,911

 

 

 

42,912

 

 

 

43,911

 

 

 

0.7

 

%

Lytx, Inc.(4)(14)(15)(22)

 

First lien senior secured revolving loan

 

L + 6.75%

 

8/31/2022

 

 

—

 

 

 

(39

)

 

 

—

 

 

 

—

 

%

Motus, LLC and Runzheimer International LLC(4)(7)(11)(22)

 

First lien senior secured loan

 

L + 6.33%

 

1/17/2024

 

 

58,749

 

 

 

57,570

 

 

 

58,162

 

 

 

1.0

 

%

Uber Technologies, Inc.(20)(22)(23)

 

Unsecured note

 

7.50%

 

11/1/2023

 

 

9,200

 

 

 

9,200

 

 

 

9,756

 

 

 

0.2

 

%

Uber Technologies, Inc.(20)(22)(23)

 

Unsecured note

 

8.00%

 

11/1/2026

 

 

13,800

 

 

 

13,800

 

 

 

14,679

 

 

 

0.2

 

%

 

 

 

 

 

 

 

 

 

125,660

 

 

 

123,443

 

 

 

126,508

 

 

 

2.1

 

%

Total non-controlled/non-affiliated portfolio company debt investments

 

 

 

 

 

 

 

 

7,257,471

 

 

 

7,138,908

 

 

 

7,136,215

 

 

 

125.0

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of June 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

 

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(24)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Energy equipment and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hillstone Environmental Partners, LLC(22)(23)

 

LLC Interest

 

N/A

 

N/A

 

 

1,991

 

 

 

1,991

 

 

 

1,991

 

 

 

—

 

%

 

 

 

 

 

 

 

 

 

1,991

 

 

 

1,991

 

 

 

1,991

 

 

 

—

 

%

Food and beverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CM7 Restaurant Holdings, LLC(22)(23)

 

LLC Interest

 

N/A

 

N/A

 

 

340

 

 

 

340

 

 

 

282

 

 

 

—

 

%

H-Food Holdings, LLC(22)(23)

 

LLC Interest

 

N/A

 

N/A

 

 

10,875

 

 

 

10,875

 

 

 

12,082

 

 

 

0.2

 

%

 

 

 

 

 

 

 

 

 

11,215

 

 

 

11,215

 

 

 

12,364

 

 

 

0.2

 

%

Total non-controlled/non-affiliated portfolio company equity investments

 

 

 

 

 

 

 

 

13,206

 

 

 

13,206

 

 

 

14,355

 

 

 

0.2

 

%

Total non-controlled/non-affiliated portfolio company investments

 

 

 

 

 

 

 

 

7,270,677

 

 

 

7,152,114

 

 

 

7,150,570

 

 

 

125.2

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlled/affiliated portfolio company investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment funds and vehicles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sebago Lake LLC(12)(18)(19)(21)(23)

 

 

 

N/A

 

N/A

 

 

91,638

 

 

 

91,638

 

 

 

90,185

 

 

 

1.6

 

%

 

 

 

 

 

 

 

 

 

91,638

 

 

 

91,638

 

 

 

90,185

 

 

 

1.6

 

%

Total controlled/affiliated portfolio company investments

 

 

 

 

 

 

 

 

91,638

 

 

 

91,638

 

 

 

90,185

 

 

 

1.6

 

%

Total Investments

 

 

 

 

 

 

 

$

7,362,315

 

 

$

7,243,752

 

 

$

7,240,755

 

 

 

126.8

 

%

 

 

 

Interest Rate Swaps as of June 30, 2019

 

 

Company Receives

 

 

Company Pays

 

Maturity Date

 

Notional Amount

 

 

Hedged Instrument

 

Footnote Reference

Interest rate swap

 

4.75%

 

 

L + 2.545%

 

12/21/2021

 

$

150,000

 

 

2023 Notes

 

Note 6

Interest rate swap

 

5.25%

 

 

L + 2.937%

 

5/20/2031

 

 

400,000

 

 

2024 Notes

 

Note 6

Total

 

 

 

 

 

 

 

 

 

$

550,000

 

 

 

 

 

________________

 

(1)

Certain portfolio company investments are subject to contractual restrictions on sales.

 

(2)

Unless otherwise indicated, all investments are considered Level 3 investments.

 

(3)

The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

 

(4)

Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

 

(5)

The interest rate on these loans is subject to 1 month LIBOR, which as of June 30, 2019 was 2.40%.

 

(6)

The interest rate on these loans is subject to 2 month LIBOR, which as of June 30, 2019 was 2.33%.

 

(7)

The interest rate on these loans is subject to 3 month LIBOR, which as of June 30, 2019 was 2.32%.

 

(8)

The interest rate on these loans is subject to 6 month LIBOR, which as of June 30, 2019 was 2.20%.

 

(9)

The interest rate on this loan is subject to 3 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of June 30, 2019 was 2.0%.

 

(10)

The interest rate on these loans is subject to Prime, which as of June 30, 2019 was 5.50%.

 

(11)

The Company may be entitled to receive additional interest as a result of an arrangement with other lenders in the syndication. In exchange for the higher interest rate, the “last-out” portion is at a greater risk of loss.

 

(12)

Investment measured at NAV.

 

(13)

The first lien term loan is comprised of two components: Term Loan A and Term Loan B. The Company's Term Loan A and Term Loan B principal amounts are $34.5 million and $144.1 million, respectively. Both Term Loan A and Term Loan B have the same maturity date. Interest disclosed reflects the blended rate of the first lien term loan. The Term Loan A represents a ‘first out’ tranche and the Term Loan B represents a ‘last out’ tranche. The ‘first out’ tranche has priority as to the ‘last out’ tranche with respect to payments of principal, interest and any amounts due thereunder.

 

(14)

Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.

12


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of June 30, 2019

(Amounts in thousands, except share amounts)

(Unaudited)

 

 

(15)

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

 

(16)

The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.

 

(17)

Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility and SPV Asset Facilities. See Note 6 “Debt”.

 

(18)

This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of June 30, 2019, non-qualifying assets represented 7.4% of total assets as calculated in accordance with the regulatory requirements.

 

(19)

As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" and has "Control" of this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Other than for purposes of the 1940 Act, the Company does not believe that it has control over this portfolio company. The Company’s investment in affiliates for the six months ended June 30, 2019, were as follows:

($ in thousands)

 

Fair value

as of December 31, 2018

 

 

Gross Additions

 

 

Gross Reductions

 

 

Change in Unrealized Gains (Losses)

 

 

Fair value as of June 30, 2019

 

 

Dividend Income

 

 

Other Income

 

Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sebago Lake LLC

 

$

86,622

 

 

$

501

 

 

$

—

 

 

$

3,062

 

 

$

90,185

 

 

$

5,281

 

 

$

—

 

Total Controlled Affiliates

 

$

86,622

 

 

$

501

 

 

$

—

 

 

$

3,062

 

 

$

90,185

 

 

$

5,281

 

 

$

—

 

 

 

(20)

Level 2 investment.

 

(21)

Investment is not pledged as collateral for the credit facilities.

 

(22)

Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”

 

(23)

Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of June 30, 2019, the aggregate fair value of these securities is $129.0 million or 2.3% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company

 

Investment

 

Acquisition Date

CM7 Restaurant Holdings, LLC

 

LLC Interest

 

May 21, 2018

H-Food Holdings, LLC

 

LLC Interest

 

November 23, 2018

Hillstone Environmental Partners, LLC

 

LLC Interest

 

May 13, 2019

Sebago Lake LLC*

 

LLC Interest

 

June 20, 2017

Uber Technologies, Inc.

 

Unsecured Notes

 

October 18, 2018

Uber Technologies, Inc.

 

Unsecured Notes

 

October 18, 2018

* Refer to Note 4 “Investments – Sebago Lake LLC,” for further information.  

 

 

(24)

As of June 30, 2019, the net estimated unrealized loss for U.S. federal income tax purposes was $15.9 million based on a tax cost basis of $7.3 billion. As of June 30, 2019, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $48.7 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $32.8 million.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

13


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2018

(Amounts in thousands, except share amounts)

 

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(23)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Non-controlled/non-affiliated portfolio company investments(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advertising and media

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IRI Holdings, Inc.(4)(5)(21)

 

First lien senior secured loan

 

L + 4.50%

 

11/28/2025

 

$

15,000

 

 

$

14,852

 

 

$

14,588

 

 

 

0.4

 

%

PAK Acquisition Corporation (dba Valpak)(4)(6)

 

First lien senior secured loan

 

L + 8.00%

 

6/30/2022

 

 

70,775

 

 

 

69,795

 

 

 

71,128

 

 

 

2.2

 

%

Swipe Acquisition Corporation (dba PLI)(4)(5)(21)

 

First lien senior secured loan

 

L + 7.75%

 

6/29/2024

 

 

162,840

 

 

 

159,754

 

 

 

159,583

 

 

 

4.9

 

%

Swipe Acquisition Corporation (dba PLI)(4)(13)(14)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 7.75%

 

9/30/2019

 

 

-

 

 

 

(178

)

 

 

(65

)

 

 

-

 

%

 

 

 

 

 

 

 

 

 

248,615

 

 

 

244,223

 

 

 

245,234

 

 

 

7.5

 

%

Automotive

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mavis Tire Express Services Corp.(4)(5)(21)

 

Second lien senior secured loan

 

L + 7.50%

 

3/20/2026

 

 

155,000

 

 

 

151,793

 

 

 

151,125

 

 

 

4.6

 

 

Mavis Tire Express Services Corp.(4)(5)(13)(15)(21)

 

Second lien senior secured delayed draw term loan

 

L + 7.50%

 

3/20/2020

 

 

1,449

 

 

 

1,181

 

 

 

1,090

 

 

 

-

 

%

 

 

 

 

 

 

 

 

 

156,449

 

 

 

152,974

 

 

 

152,215

 

 

 

4.6

 

%

Buildings and real estate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associations, Inc.(4)(6)(21)

 

First lien senior secured loan

 

L + 4.00%  (3.00% PIK)

 

7/30/2024

 

 

231,957

 

 

 

229,234

 

 

 

229,057

 

 

 

7.0

 

%

Associations, Inc.(4)(6)(13)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 4.00%  (3.00% PIK)

 

7/30/2021

 

 

20,580

 

 

 

19,910

 

 

 

19,579

 

 

 

0.6

 

%

Associations, Inc.(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 6.00%

 

7/30/2024

 

 

-

 

 

 

(134

)

 

 

(231

)

 

 

-

 

%

Cheese Acquisition, LLC(4)(6)(21)

 

First lien senior secured loan

 

L + 4.75%

 

11/28/2024

 

 

51,896

 

 

 

51,256

 

 

 

51,247

 

 

 

1.6

 

%

Cheese Acquisition, LLC(4)(13)(14)(21)

 

First lien senior secured delayed draw term loan

 

L + 4.75%

 

4/19/2020

 

 

-

 

 

 

(619

)

 

 

(140

)

 

 

-

 

%

Cheese Acquisition, LLC(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 4.75%

 

11/28/2023

 

 

-

 

 

 

(201

)

 

 

(205

)

 

 

-

 

%

 

 

 

 

 

 

 

 

 

304,433

 

 

 

299,446

 

 

 

299,307

 

 

 

9.2

 

%

Business services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Access CIG, LLC(4)(6)(21)

 

Second lien senior secured loan

 

L + 7.75%

 

2/27/2026

 

 

37,756

 

 

 

37,432

 

 

 

37,190

 

 

 

1.1

 

%

CIBT Global, Inc.(4)(6)(21)

 

Second lien senior secured loan

 

L + 7.75%

 

6/2/2025

 

 

49,000

 

 

 

47,965

 

 

 

48,510

 

 

 

1.5

 

%

Transperfect Global, Inc.(4)(5)(21)

 

First lien senior secured loan

 

L + 6.75%

 

5/7/2024

 

 

231,253

 

 

 

227,023

 

 

 

231,253

 

 

 

7.1

 

%

Vistage International, Inc.(4)(5)(21)

 

Second lien senior secured loan

 

L + 8.00%

 

2/8/2026

 

 

43,500

 

 

 

43,162

 

 

 

42,848

 

 

 

1.3

 

%

Vestcom Parent Holdings, Inc.(4)(5)

 

Second lien senior secured loan

 

L + 8.25%

 

12/19/2024

 

 

78,987

 

 

 

78,067

 

 

 

78,592

 

 

 

2.4

 

%

 

 

 

 

 

 

 

 

 

440,496

 

 

 

433,649

 

 

 

438,393

 

 

 

13.4

 

%

14


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2018

(Amounts in thousands, except share amounts)

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(23)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Chemicals

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Douglas Products and Packaging Company LLC(4)(6)(21)

 

First lien senior secured loan

 

L + 5.75%

 

10/19/2022

 

 

99,947

 

 

 

99,092

 

 

 

98,447

 

 

 

3.0

 

%

Douglas Products and Packaging Company LLC(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 5.75%

 

10/19/2022

 

 

-

 

 

 

(59

)

 

 

(136

)

 

 

-

 

%

 

 

 

 

 

 

 

 

 

99,947

 

 

 

99,033

 

 

 

98,311

 

 

 

3.0

 

%

Consumer products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Feradyne Outdoors, LLC(4)(6)(21)

 

First lien senior secured loan

 

L + 6.25%

 

5/25/2023

 

 

113,767

 

 

 

112,695

 

 

 

105,804

 

 

 

3.2

 

%

Containers and packaging

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pregis Holding I Corporation(4)(6)(21)

 

Second lien senior secured loan

 

L + 7.25%

 

5/20/2022

 

 

43,000

 

 

 

42,269

 

 

 

41,710

 

 

 

1.3

 

%

Distribution

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABB/Con-cise Optical Group LLC(4)(5)

 

First lien senior secured loan

 

L + 5.00%

 

6/15/2023

 

 

59,093

 

 

 

59,213

 

 

 

57,911

 

 

 

1.8

 

%

ABB/Con-cise Optical Group LLC(4)(5)

 

Second lien senior secured loan

 

L + 9.00%

 

6/17/2024

 

 

25,000

 

 

 

24,424

 

 

 

24,250

 

 

 

0.7

 

%

Aramsco, Inc.(4)(5)(21)

 

First lien senior secured loan

 

L + 5.25%

 

8/28/2024

 

 

55,717

 

 

 

54,388

 

 

 

53,767

 

 

 

1.6

 

%

Aramsco, Inc.(4)(5)(13)(21)

 

First lien senior secured revolving loan

 

L + 5.25%

 

8/28/2024

 

 

559

 

 

 

361

 

 

 

265

 

 

 

-

 

%

Dade Paper & Bag, LLC (dba Imperial-Dade)(4)(5)(21)

 

First lien senior secured loan

 

L + 7.44%

 

6/10/2024

 

 

37,207

 

 

 

36,641

 

 

 

36,814

 

 

 

1.1

 

%

Dealer Tire, LLC(4)(5)(21)

 

First lien senior secured loan

 

L + 5.50%

 

12/15/2025

 

 

114,750

 

 

 

109,037

 

 

 

109,013

 

 

 

3.3

 

%

Endries Acquisition, Inc.(4)(5)(21)

 

First lien senior secured loan

 

L + 6.25%

 

12/10/2025

 

 

180,000

 

 

 

176,870

 

 

 

176,850

 

 

 

5.4

 

%

Endries Acquisition, Inc.(4)(13)(14)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 6.25%

 

12/10/2020

 

 

-

 

 

 

(1,085

)

 

 

(1,095

)

 

 

-

 

%

Endries Acquisition, Inc.(4)(5)(13)(21)

 

First lien senior secured revolving loan

 

L + 6.25%

 

12/10/2024

 

 

6,750

 

 

 

6,282

 

 

 

6,278

 

 

 

0.2

 

%

JM Swank, LLC(4)(6)

 

First lien senior secured loan

 

L + 7.50%

 

7/25/2022

 

 

117,371

 

 

 

115,669

 

 

 

114,437

 

 

 

3.5

 

%

QC Supply, LLC(4)(5)

 

First lien senior secured loan

 

L + 6.00%

 

12/29/2022

 

 

25,970

 

 

 

25,508

 

 

 

24,801

 

 

 

0.8

 

%

QC Supply, LLC(4)(5)(13)(15)

 

First lien senior secured delayed draw term loan

 

L + 6.00%

 

12/29/2022

 

 

8,624

 

 

 

8,465

 

 

 

8,236

 

 

 

0.3

 

%

QC Supply, LLC(4)(5)(13)

 

First lien senior secured revolving loan

 

L + 6.00%

 

12/29/2021

 

 

4,472

 

 

 

4,398

 

 

 

4,248

 

 

 

0.1

 

%

 

 

 

 

 

 

 

 

 

635,513

 

 

 

620,171

 

 

 

615,775

 

 

 

18.8

 

%

Education

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Learning Care Group (US) No. 2 Inc.(4)(5)(21)

 

Second lien senior secured loan

 

L + 7.50%

 

3/13/2026

 

 

25,000

 

 

 

24,535

 

 

 

24,375

 

 

 

0.7

 

%

Severin Acquisition, LLC (dba PowerSchool)(4)(5)(21)

 

Second lien senior secured loan

 

L + 6.75%

 

7/31/2026

 

 

92,500

 

 

 

91,608

 

 

 

90,650

 

 

 

2.8

 

%

15


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2018

(Amounts in thousands, except share amounts)

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(23)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)(4)(6)(21)

 

First lien senior secured loan

 

L + 6.00%

 

5/14/2024

 

 

62,845

 

 

 

61,412

 

 

 

60,959

 

 

 

1.9

 

%

TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 6.00%

 

5/14/2024

 

 

-

 

 

 

(95

)

 

 

(127

)

 

 

-

 

%

 

 

 

 

 

 

 

 

 

180,345

 

 

 

177,460

 

 

 

175,857

 

 

 

5.4

 

%

Energy equipment and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hillstone Environmental Partners, LLC(4)(6)(21)

 

First lien senior secured loan

 

L + 7.75%

 

4/25/2023

 

 

71,333

 

 

 

70,367

 

 

 

71,333

 

 

 

2.2

 

%

Hillstone Environmental Partners, LLC(4)(6)(21)

 

First lien senior secured revolving loan

 

L + 7.75%

 

4/25/2023

 

 

4,458

 

 

 

4,401

 

 

 

4,458

 

 

 

0.1

 

%

Liberty Oilfield Services LLC(4)(5)(16)(21)

 

First lien senior secured loan

 

L + 7.63%

 

9/19/2022

 

 

14,204

 

 

 

14,002

 

 

 

14,204

 

 

 

0.4

 

%

 

 

 

 

 

 

 

 

 

89,995

 

 

 

88,770

 

 

 

89,995

 

 

 

2.7

 

%

Financial services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Blackhawk Network Holdings, Inc.(4)(5)(21)

 

Second lien senior secured loan

 

L + 7.00%

 

6/15/2026

 

 

75,998

 

 

 

75,113

 

 

 

74,098

 

 

 

2.3

 

%

NMI Acquisitionco, Inc. (dba Network Merchants)(4)(5)(21)

 

First lien senior secured loan

 

L + 6.75%

 

9/6/2022

 

 

28,481

 

 

 

27,927

 

 

 

27,485

 

 

 

0.8

 

%

NMI Acquisitionco, Inc. (dba Network Merchants)(4)(5)(13)(21)

 

First lien senior secured revolving loan

 

L + 6.75%

 

9/6/2022

 

 

427

 

 

 

414

 

 

 

404

 

 

 

-

 

%

 

 

 

 

 

 

 

 

 

104,906

 

 

 

103,454

 

 

 

101,987

 

 

 

3.1

 

%

Food and beverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Carolina Beverage Group (fka Cold Spring Brewing Company)(4)(5)(21)

 

First lien senior secured loan

 

L + 5.25%

 

5/15/2024

 

 

37,658

 

 

 

36,979

 

 

 

36,717

 

 

 

1.1

 

%

Carolina Beverage Group (fka Cold Spring Brewing Company)(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 5.25%

 

5/15/2024

 

 

-

 

 

 

(48

)

 

 

(67

)

 

 

-

 

%

CM7 Restaurant Holdings, LLC(4)(5)(21)

 

First lien senior secured loan

 

L + 8.75%

 

5/22/2023

 

 

36,490

 

 

 

35,884

 

 

 

34,848

 

 

 

1.1

 

%

CM7 Restaurant Holdings, LLC(4)(5)(13)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 8.75%

 

5/21/2019

 

 

859

 

 

 

843

 

 

 

768

 

 

 

-

 

%

CM7 Restaurant Holdings, LLC(4)(13)(14)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 8.75%

 

5/21/2019

 

 

-

 

 

 

-

 

 

 

(184

)

 

 

-

 

%

Give and Go Prepared Foods Corp.(4)(6)(16)

 

Second lien senior secured loan

 

L + 8.50%

 

1/29/2024

 

 

42,000

 

 

 

41,647

 

 

 

35,910

 

 

 

1.1

 

%

H-Food Holdings, LLC(4)(5)(21)

 

Second lien senior secured loan

 

L + 7.00%

 

3/2/2026

 

 

121,800

 

 

 

118,871

 

 

 

118,146

 

 

 

3.6

 

%

H-Food Holdings, LLC(4)(5)(21)

 

First lien senior secured loan

 

L + 4.00%

 

5/23/2025

 

 

26,100

 

 

 

25,842

 

 

 

25,448

 

 

 

0.8

 

%

Hometown Food Company(4)(5)(21)

 

First lien senior secured loan

 

L + 5.25%

 

8/31/2023

 

 

29,735

 

 

 

29,180

 

 

 

28,843

 

 

 

0.9

 

%

Hometown Food Company(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 5.25%

 

8/31/2023

 

 

-

 

 

 

(79

)

 

 

(127

)

 

 

-

 

%

KSLB Holdings, LLC (dba Sara Lee Frozen Bakery)(4)(5)(21)

 

First lien senior secured loan

 

L + 4.50%

 

7/30/2025

 

 

36,000

 

 

 

35,264

 

 

 

34,920

 

 

 

1.1

 

%

KSLB Holdings, LLC (dba Sara Lee Frozen Bakery)(4)(5)(13)(21)

 

First lien senior secured revolving loan

 

L + 4.50%

 

7/30/2023

 

 

1,200

 

 

 

1,015

 

 

 

930

 

 

 

-

 

%

Manna Development Group, LLC(4)(5)(21)

 

First lien senior secured loan

 

L + 6.00%

 

10/24/2022

 

 

57,232

 

 

 

56,488

 

 

 

56,087

 

 

 

1.7

 

%

16


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2018

(Amounts in thousands, except share amounts)

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(23)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Manna Development Group, LLC(4)(5)(13)(21)

 

First lien senior secured revolving loan

 

L + 6.00%

 

10/24/2022

 

 

867

 

 

 

720

 

 

 

780

 

 

 

-

 

%

Recipe Acquisition Corp. (dba Roland Corporation)(4)(6)

 

Second lien senior secured loan

 

L + 8.00%

 

12/1/2022

 

 

32,000

 

 

 

31,570

 

 

 

31,840

 

 

 

1.0

 

%

Tall Tree Foods, Inc.(4)(5)

 

First lien senior secured loan

 

L + 7.25%

 

8/12/2022

 

 

46,150

 

 

 

45,694

 

 

 

44,765

 

 

 

1.4

 

%

Ultimate Baked Goods Midco, LLC(4)(5)(21)

 

First lien senior secured loan

 

L + 4.00%

 

8/11/2025

 

 

27,000

 

 

 

26,422

 

 

 

26,190

 

 

 

0.8

 

%

Ultimate Baked Goods Midco, LLC(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 4.00%

 

8/9/2023

 

 

-

 

 

 

(105

)

 

 

(152

)

 

 

-

 

%

 

 

 

 

 

 

 

 

 

495,091

 

 

 

486,187

 

 

 

475,662

 

 

 

14.6

 

%

Healthcare providers and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Covenant Surgical Partners, Inc.(4)(6)

 

First lien senior secured loan

 

L + 4.50%

 

10/4/2024

 

 

29,722

 

 

 

29,722

 

 

 

29,574

 

 

 

0.9

 

%

Covenant Surgical Partners, Inc.(4)(13)(14)(15)

 

First lien senior secured delayed draw term loan

 

L + 4.50%

 

11/30/2020

 

 

-

 

 

 

(734

)

 

 

(750

)

 

 

-

 

%

Geodigm Corporation (dba National Dentex)(4)(5)(10)(21)

 

First lien senior secured loan

 

L + 6.67%

 

12/1/2021

 

 

124,720

 

 

 

123,736

 

 

 

123,473

 

 

 

3.8

 

%

GI Chill Acquisition (dba California Cryobank)(4)(6)(21)

 

First lien senior secured loan

 

L + 4.00%

 

8/6/2025

 

 

31,920

 

 

 

31,768

 

 

 

31,441

 

 

 

1.0

 

%

GI Chill Acquisition (dba California Cryobank)(4)(6)(21)

 

Second lien senior secured loan

 

L + 7.50%

 

8/6/2026

 

 

135,400

 

 

 

134,092

 

 

 

132,692

 

 

 

4.1

 

%

TC Holdings, LLC (dba TrialCard)(4)(6)(21)

 

First lien senior secured loan

 

L + 4.50%

 

11/14/2023

 

 

61,598

 

 

 

60,458

 

 

 

60,366

 

 

 

1.8

 

%

TC Holdings, LLC (dba TrialCard)(4)(13)(14)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 4.50%

 

6/30/2019

 

 

-

 

 

 

(434

)

 

 

(194

)

 

 

-

 

%

TC Holdings, LLC (dba TrialCard)(4)(6)(13)(21)

 

First lien senior secured revolving loan

 

L + 4.50%

 

11/14/2022

 

 

839

 

 

 

753

 

 

 

738

 

 

 

-

 

%

 

 

 

 

 

 

 

 

 

384,199

 

 

 

379,361

 

 

 

377,340

 

 

 

11.6

 

%

Healthcare technology

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bracket Intermediate Holding Corp.(4)(6)(21)

 

First lien senior secured loan

 

L + 4.25%

 

9/5/2025

 

 

15,711

 

 

 

15,635

 

 

 

15,593

 

 

 

0.5

 

%

Bracket Intermediate Holding Corp.(4)(6)(21)

 

Second lien senior secured loan

 

L + 8.13%

 

9/5/2026

 

 

26,250

 

 

 

25,739

 

 

 

25,659

 

 

 

0.8

 

%

 

 

 

 

 

 

 

 

 

41,961

 

 

 

41,374

 

 

 

41,252

 

 

 

1.3

 

%

Household products

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hayward Industries, Inc.(4)(5)(21)

 

Second lien senior secured loan

 

L + 8.25%

 

8/4/2025

 

 

52,149

 

 

 

51,237

 

 

 

51,888

 

 

 

1.6

 

%

Infrastructure and environmental services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)(4)(6)

 

First lien senior secured loan

 

L + 7.25%

 

9/8/2022

 

 

147,333

 

 

 

144,977

 

 

 

147,334

 

 

 

4.5

 

%

LineStar Integrity Services LLC(4)(6)(21)

 

First lien senior secured loan

 

L + 7.25%

 

2/12/2024

 

 

51,279

 

 

 

50,372

 

 

 

50,254

 

 

 

1.5

 

%

LineStar Integrity Services LLC(4)(13)(14)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 7.25%

 

8/12/2019

 

 

-

 

 

 

(220

)

 

 

(258

)

 

 

-

 

%

 

 

 

 

 

 

 

 

 

198,612

 

 

 

195,129

 

 

 

197,330

 

 

 

6.0

 

%

Insurance

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CD&R TZ Purchaser, Inc. (dba Tranzact)(4)(6)

 

First lien senior secured loan

 

L + 6.00%

 

7/21/2023

 

 

34,194

 

 

 

32,718

 

 

 

33,852

 

 

 

1.0

 

%

17


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2018

(Amounts in thousands, except share amounts)

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(23)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Internet software and services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accela, Inc.(4)(6)

 

First lien senior secured loan

 

L + 6.00%

 

9/28/2023

 

 

48,630

 

 

 

47,624

 

 

 

47,171

 

 

 

1.4

 

%

Accela, Inc.(4)(8)(13)

 

First lien senior secured revolving loan

 

P + 5.00%

 

9/28/2023

 

 

2,716

 

 

 

2,597

 

 

 

2,536

 

 

 

0.1

 

%

Genesis Acquisition Co. (dba Procare Software)(4)(5)(21)

 

First lien senior secured loan

 

L + 4.00%

 

7/31/2024

 

 

18,155

 

 

 

17,813

 

 

 

17,611

 

 

 

0.5

 

%

Genesis Acquisition Co. (dba Procare Software)(4)(13)(14)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 4.00%

 

7/31/2020

 

 

-

 

 

 

(44

)

 

 

(95

)

 

 

-

 

%

Genesis Acquisition Co. (dba Procare Software)(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 4.00%

 

7/31/2024

 

 

-

 

 

 

(49

)

 

 

(79

)

 

 

-

 

%

Infoblox Inc.(4)(5)

 

Second lien senior secured loan

 

L + 8.75%

 

11/7/2024

 

 

30,000

 

 

 

29,526

 

 

 

30,000

 

 

 

0.9

 

%

IQN Holding Corp. (dba Beeline)(4)(6)(21)

 

First lien senior secured loan

 

L + 5.50%

 

8/20/2024

 

 

193,843

 

 

 

191,076

 

 

 

188,996

 

 

 

5.8

 

%

IQN Holding Corp. (dba Beeline)(4)(6)(13)(21)

 

First lien senior secured revolving loan

 

L + 5.50%

 

8/20/2023

 

 

7,139

 

 

 

6,824

 

 

 

6,572

 

 

 

0.2

 

%

Lightning Midco, LLC (dba Vector Solutions)(4)(6)(21)

 

First lien senior secured loan

 

L + 5.50%

 

11/21/2025

 

 

114,914

 

 

 

113,781

 

 

 

113,765

 

 

 

3.5

 

%

Lightning Midco, LLC (dba Vector Solutions)(4)(8)(13)(15)(21)

 

First lien senior secured delayed draw term loan

 

P + 4.50%

 

11/23/2020

 

 

7,376

 

 

 

7,113

 

 

 

7,109

 

 

 

0.2

 

%

Lightning Midco, LLC (dba Vector Solutions)(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 5.50%

 

11/21/2023

 

 

-

 

 

 

(131

)

 

 

(134

)

 

 

-

 

%

Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(4)(5)(21)

 

First lien senior secured loan

 

L + 6.50%

 

6/17/2024

 

 

135,307

 

 

 

133,718

 

 

 

133,954

 

 

 

4.1

 

%

Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 6.50%

 

6/15/2023

 

 

-

 

 

 

(73

)

 

 

(64

)

 

 

-

 

%

 

 

 

 

 

 

 

 

 

558,080

 

 

 

549,775

 

 

 

547,342

 

 

 

16.7

 

%

Leisure and entertainment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital Sports Holdings Inc. (dba Ottawa Senators)(4)(9)(16)

 

First lien senior secured loan

 

C + 5.25%

 

6/22/2024

 

 

14,642

 

 

 

15,062

 

 

 

14,204

 

 

 

0.4

 

%

Troon Golf, L.L.C.(4)(6)(10)(12)(21)

 

First lien senior secured term loan A and B

 

L + 6.38%

(TLA: L + 3.5%; TLB: L + 7.1%)

 

9/29/2023

 

 

169,395

 

 

 

167,273

 

 

 

169,395

 

 

 

5.1

 

%

Troon Golf, L.L.C.(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 6.38%

 

9/29/2023

 

 

-

 

 

 

(171

)

 

 

-

 

 

 

-

 

%

UFC Holdings, LLC(4)(5)(19)

 

Second lien senior secured loan

 

L + 7.50%

 

8/18/2024

 

 

35,000

 

 

 

34,739

 

 

 

34,493

 

 

 

1.1

 

%

 

 

 

 

 

 

 

 

 

219,037

 

 

 

216,903

 

 

 

218,092

 

 

 

6.6

 

%

Manufacturing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ideal Tridon Holdings, Inc.(4)(6)(21)

 

First lien senior secured loan

 

L + 6.50%

 

7/31/2023

 

 

46,577

 

 

 

45,852

 

 

 

45,878

 

 

 

1.4

 

%

Ideal Tridon Holdings, Inc.(4)(6)(13)(21)

 

First lien senior secured revolving loan

 

L + 6.50%

 

7/31/2022

 

 

3,568

 

 

 

3,499

 

 

 

3,496

 

 

 

0.1

 

%

Professional Plumbing Group, Inc.(4)(6)(21)

 

First lien senior secured loan

 

L + 6.75%

 

4/16/2024

 

 

52,744

 

 

 

52,026

 

 

 

51,426

 

 

 

1.6

 

%

18


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2018

(Amounts in thousands, except share amounts)

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(23)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Professional Plumbing Group, Inc.(4)(6)(13)(21)

 

First lien senior secured revolving loan

 

L + 6.75%

 

4/16/2024

 

 

2,657

 

 

 

2,543

 

 

 

2,436

 

 

 

0.1

 

%

 

 

 

 

 

 

 

 

 

105,546

 

 

 

103,920

 

 

 

103,236

 

 

 

3.2

 

%

Oil and gas

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Black Mountain Sand Eagle Ford LLC(4)(6)(13)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 8.25%

 

6/30/2019

 

 

45,973

 

 

 

45,001

 

 

 

44,495

 

 

 

1.4

 

%

Brigham Minerals, LLC(4)(5)(21)

 

First lien senior secured loan

 

L + 5.50%

 

7/27/2024

 

 

115,000

 

 

 

113,917

 

 

 

112,700

 

 

 

3.5

 

%

Brigham Minerals, LLC(4)(5)(13)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 5.50%

 

10/27/2019

 

 

46,000

 

 

 

45,360

 

 

 

44,620

 

 

 

1.4

 

%

Brigham Minerals, LLC(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 5.50%

 

7/27/2024

 

 

-

 

 

 

(85

)

 

 

(184

)

 

 

-

 

%

Zenith Energy U.S. Logistics Holdings, LLC(4)(5)(21)

 

First lien senior secured loan

 

L + 5.50%

 

12/21/2024

 

 

85,365

 

 

 

83,801

 

 

 

83,657

 

 

 

2.6

 

%

 

 

 

 

 

 

 

 

 

292,338

 

 

 

287,994

 

 

 

285,288

 

 

 

8.9

 

%

Professional services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

AmSpec Services Inc.(4)(6)(21)

 

First lien senior secured loan

 

L + 5.75%

 

7/2/2024

 

 

102,781

 

 

 

101,104

 

 

 

100,211

 

 

 

3.1

 

%

AmSpec Services Inc.(4)(8)(13)(21)

 

First lien senior secured revolving loan

 

P + 3.75%

 

7/2/2024

 

 

2,377

 

 

 

2,145

 

 

 

2,016

 

 

 

0.1

 

%

Cardinal US Holdings, Inc.(4)(6)(16)(21)

 

First lien senior secured loan

 

L + 5.00%

 

7/31/2023

 

 

91,125

 

 

 

87,285

 

 

 

90,669

 

 

 

2.8

 

%

DMT Solutions Global Corporation(4)(7)(21)

 

First lien senior secured loan

 

L + 7.00%

 

7/2/2024

 

 

54,600

 

 

 

52,554

 

 

 

52,416

 

 

 

1.6

 

%

GC Agile Holdings Limited (dba Apex Fund Services)(4)(6)(16)(21)

 

First lien senior secured loan

 

L + 6.50%

 

6/15/2025

 

 

74,276

 

 

 

72,877

 

 

 

72,792

 

 

 

2.2

 

%

GC Agile Holdings Limited (dba Apex Fund Services)(4)(13)(14)(15)(16)(21)

 

First lien senior secured delayed draw term loan

 

L + 6.50%

 

2/28/2019

 

 

-

 

 

 

(664

)

 

 

(721

)

 

 

-

 

%

GC Agile Holdings Limited (dba Apex Fund Services)(4)(6)(13)(15)(16)(21)

 

First lien senior secured multi-draw term loan

 

L + 6.50%

 

6/15/2020

 

 

12,013

 

 

 

11,577

 

 

 

11,412

 

 

 

0.3

 

%

GC Agile Holdings Limited (dba Apex Fund Services)(4)(13)(14)(16)(21)

 

First lien senior secured revolving loan

 

L + 6.50%

 

6/15/2023

 

 

-

 

 

 

(296

)

 

 

(208

)

 

 

-

 

%

Gerson Lehrman Group, Inc.(4)(6)(21)

 

First lien senior secured loan

 

L + 4.25%

 

12/12/2024

 

 

336,585

 

 

 

333,245

 

 

 

333,220

 

 

 

10.2

 

%

Gerson Lehrman Group, Inc.(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 4.25%

 

12/12/2024

 

 

-

 

 

 

(232

)

 

 

(234

)

 

 

-

 

%

 

 

 

 

 

 

 

 

 

673,757

 

 

 

659,595

 

 

 

661,573

 

 

 

20.3

 

%

Specialty retail

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EW Holdco, LLC (dba European Wax)(4)(5)(21)

 

First lien senior secured loan

 

L + 4.50%

 

9/25/2024

 

 

57,356

 

 

 

56,804

 

 

 

56,209

 

 

 

1.7

 

%

Galls, LLC(4)(5)(21)

 

First lien senior secured loan

 

L + 6.25%

 

1/31/2025

 

 

91,925

 

 

 

90,893

 

 

 

90,086

 

 

 

2.8

 

%

Galls, LLC(4)(5)(13)(21)

 

First lien senior secured revolving loan

 

L + 6.25%

 

1/31/2024

 

 

9,637

 

 

 

9,350

 

 

 

9,216

 

 

 

0.3

 

%

19


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2018

(Amounts in thousands, except share amounts)

Company(1)(17)

 

Investment

 

Interest

 

Maturity Date

 

Par / Units

 

 

Amortized Cost(3)(23)

 

 

Fair Value

 

 

Percentage of Net Assets

 

 

Galls, LLC(4)(5)(13)(15)(21)

 

First lien senior secured delayed draw term loan

 

L + 6.25%

 

1/31/2020

 

 

7,930

 

 

 

7,652

 

 

 

7,534

 

 

 

0.2

 

%

 

 

 

 

 

 

 

 

 

166,848

 

 

 

164,699

 

 

 

163,045

 

 

 

5.0

 

%

Telecommunications

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

DB Datacenter Holdings Inc.(4)(5)(21)

 

Second lien senior secured loan

 

L + 7.50%

 

4/3/2025

 

 

35,000

 

 

 

34,537

 

 

 

34,300

 

 

 

1.1

 

%

Transportation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lytx, Inc.(4)(5)(21)

 

First lien senior secured loan

 

L + 6.75%

 

8/31/2023

 

 

44,134

 

 

 

43,034

 

 

 

44,134

 

 

 

1.4

 

%

Lytx, Inc.(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 6.75%

 

8/31/2022

 

 

-

 

 

 

(45

)

 

 

-

 

 

 

-

 

%

Motus, LLC and Runzheimer International LLC(4)(6)(21)

 

First lien senior secured loan

 

L + 6.75%

 

1/17/2024

 

 

67,093

 

 

 

65,629

 

 

 

65,416

 

 

 

2.0

 

%

Motus, LLC and Runzheimer International LLC(4)(13)(14)(21)

 

First lien senior secured revolving loan

 

L + 6.75%

 

1/17/2023

 

 

-

 

 

 

(111

)

 

 

(137

)

 

 

-

 

%

Uber Technologies, Inc.(19)(21)(22)

 

Unsecured note

 

7.50%

 

11/1/2023

 

 

9,200

 

 

 

9,200

 

 

 

8,884

 

 

 

0.3

 

%

Uber Technologies, Inc.(19)(21)(22)

 

Unsecured note

 

8.00%

 

11/1/2026

 

 

13,800

 

 

 

13,800

 

 

 

13,299

 

 

 

0.4

 

%

 

 

 

 

 

 

 

 

 

134,227

 

 

 

131,507

 

 

 

131,596

 

 

 

4.1

 

%

Total non-controlled/non-affiliated portfolio company debt investments

 

 

 

 

 

 

 

 

5,808,505

 

 

 

5,709,080

 

 

 

5,686,384

 

 

 

174.2

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Food and beverage

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CM7 Restaurant Holdings, LLC(21)(22)

 

LLC Interest

 

N/A

 

N/A

 

 

340

 

 

 

340

 

 

 

188

 

 

 

-

 

%

H-Food Holdings, LLC(21)(22)

 

LLC Interest

 

N/A

 

N/A

 

 

10,875

 

 

 

10,875

 

 

 

10,875

 

 

 

0.3

 

%

 

 

 

 

 

 

 

 

 

11,215

 

 

 

11,215

 

 

 

11,063

 

 

 

0.3

 

%

Total non-controlled/non-affiliated portfolio company equity investments

 

 

 

 

 

 

 

 

11,215

 

 

 

11,215

 

 

 

11,063

 

 

 

0.3

 

%

Total non-controlled/non-affiliated portfolio company investments

 

 

 

 

 

 

 

 

5,819,720

 

 

 

5,720,295

 

 

 

5,697,447

 

 

 

174.5

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Controlled/affiliated portfolio company investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment funds and vehicles

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sebago Lake LLC(11)(16)(18)(20)(22)

 

 

 

N/A

 

N/A

 

 

91,138

 

 

 

91,138

 

 

 

86,622

 

 

 

2.7

 

%

Total controlled/affiliated portfolio company investments

 

 

 

 

 

 

 

 

91,138

 

 

 

91,138

 

 

 

86,622

 

 

 

2.7

 

%

Total Investments

 

 

 

 

 

 

 

$

5,910,858

 

 

$

5,811,433

 

 

$

5,784,069

 

 

 

177.2

 

%

 

 

 

Interest Rate Swaps as of December 31, 2018

 

 

Company Receives

 

 

Company Pays

 

Maturity Date

 

Notional Amount

 

 

Hedged Instrument

 

Footnote Reference

Interest rate swap

 

4.75%

 

 

L + 2.545%

 

12/21/2021

 

$

150,000

 

 

2023 Notes

 

Note 6

Total

 

 

 

 

 

 

 

 

 

$

150,000

 

 

 

 

 

________________

 

(1)

Certain portfolio company investments are subject to contractual restrictions on sales.

 

(2)

Unless otherwise indicated, all investments are considered Level 3 investments.

 

(3)

The amortized cost represents the original cost adjusted for the amortization of discounts and premiums, as applicable, on debt investments using the effective interest method.

 

(4)

Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-

20


Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2018

(Amounts in thousands, except share amounts)

 

month LIBOR) or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.

 

(5)

The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2018 was 2.50%.

 

(6)

The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2018 was 2.81%.

 

(7)

The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2018 was 2.88%.

 

(8)

The interest rate on these loans is subject to Prime, which as of December 31, 2018 was 5.50%.

 

(9)

The interest rate on this loan is subject to 3-month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of December 31, 2018 was 2.24%.

 

(10)

The Company may be entitled to receive additional interest as a result of an arrangement with other lenders in the syndication. In exchange for the higher interest rate, the “last-out” portion is at a greater risk of loss.

 

(11)

Investment measured at NAV.

 

(12)

The first lien term loan is comprised of two components: Term Loan A and Term Loan B. The Company's Term Loan A and Term Loan B principal amounts are $32.8 million and $136.6 million, respectively. Both Term Loan A and Term Loan B have the same maturity date. Interest disclosed reflects the blended rate of the first lien term loan. The Term Loan A represents a ‘first out’ tranche and the Term Loan B represents a ‘last out’ tranche. The ‘first out’ tranche has priority as to the ‘last out’ tranche with respect to payments of principal, interest and any amounts due thereunder.

 

(13)

Position or portion thereof is an unfunded loan commitment. See Note 7 “Commitments and Contingencies”.

 

(14)

The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.

 

(15)

The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.

 

(16)

This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2018, non-qualifying assets represented 5.6% of total assets as calculated in accordance with the regulatory requirements.

 

(17)

Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility and SPV Asset Facilities. See Note 6 “Debt”.

 

(18)

As defined in the 1940 Act, the Company is deemed to be both an "Affiliated Person" and has "Control" of this portfolio company as the Company owns more than 25% of the portfolio company's outstanding voting securities or has the power to exercise control over management or policies of such portfolio company (including through a management agreement). Other than for purposes of the 1940 Act, the Company does not believe that it has control over this portfolio company. The Company’s investment in affiliates for the year ended December 31, 2018, were as follows:

($ in thousands)

 

Fair value

as of December 31, 2017

 

 

Gross Additions

 

 

Gross Reductions

 

 

Change in Unrealized Gains (Losses)

 

 

Fair value as of December 31, 2018

 

 

Dividend Income

 

 

Other Income

 

Controlled Affiliates

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sebago Lake LLC

 

$

65,599

 

 

$

26,110

 

 

$

—

 

 

$

(5,087

)

 

$

86,622

 

 

$

8,379

 

 

$

4,871

 

Total Controlled Affiliates

 

$

65,599

 

 

$

26,110

 

 

$

—

 

 

$

(5,087

)

 

$

86,622

 

 

$

8,379

 

 

$

4,871

 

 

 

(19)

Level 2 investment.

 

(20)

Investment is not pledged as collateral for the credit facilities.

 

(21)

Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”

 

(22)

Security acquired in transaction exempt from registration under the Securities Act of 1933, and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2018, the aggregate fair value of these securities is $119.9 million or 3.7% of the Company’s net assets.

 

(23)

As of December 31, 2018, the net estimated unrealized loss for U.S. federal income tax purposes was $41.2 million based on a tax cost basis of $5.8 billion. As of December 31, 2018, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $62.2 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $21.0 million.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

21


 

Owl Rock Capital Corporation

Consolidated Statements of Changes in Net Assets

(Amounts in thousands)

(Unaudited)

 

 

 

For the Three Months Ended June 30,

 

 

For the Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Increase (Decrease) in Net Assets Resulting from Operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income (loss)

 

$

119,622

 

 

$

52,341

 

 

$

215,628

 

 

$

91,018

 

Net unrealized gain (loss)

 

 

5,058

 

 

 

2,325

 

 

 

23,510

 

 

 

7,766

 

Net realized gain (loss)

 

 

(10

)

 

 

(3,951

)

 

 

20

 

 

 

(3,793

)

Net Increase (Decrease) in Net Assets Resulting from Operations

 

 

124,670

 

 

 

50,715

 

 

 

239,158

 

 

 

94,991

 

Distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions declared from earnings(1)

 

 

(119,622

)

 

 

(46,509

)

 

 

(208,101

)

 

 

(82,891

)

Net Decrease in Net Assets Resulting from Shareholders' Distributions

 

 

(119,622

)

 

 

(46,509

)

 

 

(208,101

)

 

 

(82,891

)

Capital Share Transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares

 

 

1,580,510

 

 

 

399,971

 

 

 

2,330,510

 

 

 

574,942

 

Reinvestment of distributions

 

 

43,984

 

 

 

19,837

 

 

 

83,444

 

 

 

38,351

 

Net Increase in Net Assets Resulting from Capital Share Transactions

 

 

1,624,494

 

 

 

419,808

 

 

 

2,413,954

 

 

 

613,293

 

Total Increase in Net Assets

 

 

1,629,542

 

 

 

424,014

 

 

 

2,445,011

 

 

 

625,393

 

Net Assets, at beginning of period

 

 

4,080,314

 

 

 

1,673,958

 

 

 

3,264,845

 

 

 

1,472,579

 

Net Assets, at end of period

 

$

5,709,856

 

 

$

2,097,972

 

 

$

5,709,856

 

 

$

2,097,972

 

________________

 

(1)

For the three and six months ended June 30, 2019 and 2018, distributions declared from earnings were derived from net investment income

 

The accompanying notes are an integral part of these consolidated financial statements.

22


 

Owl Rock Capital Corporation

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

 

 

For the Six Months Ended June 30,

 

 

 

2019

 

 

2018

 

Cash Flows from Operating Activities

 

 

 

 

 

 

 

 

Net Increase (Decrease) in Net Assets Resulting from Operations

 

$

239,158

 

 

$

94,991

 

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:

 

 

 

 

 

 

 

 

Purchases of investments, net

 

 

(2,047,414

)

 

 

(1,725,095

)

Proceeds from investments and investment repayments, net

 

 

639,977

 

 

 

645,330

 

Net amortization of discount on investments

 

 

(16,569

)

 

 

(10,805

)

Payment-in-kind interest

 

 

(8,497

)

 

 

(1,114

)

Net change in unrealized (gain) loss on investments

 

 

(23,532

)

 

 

(7,766

)

Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies

 

 

22

 

 

 

—

 

Net realized (gain) loss

 

 

183

 

 

 

3,793

 

Amortization of debt issuance costs

 

 

4,837

 

 

 

2,370

 

Amortization of offering costs

 

 

15

 

 

 

400

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

(Increase) decrease in receivable for investments sold

 

 

—

 

 

 

19,900

 

(Increase) decrease in interest receivable

 

 

(10,981

)

 

 

(4,353

)

(Increase) decrease in receivable from a controlled affiliate

 

 

5,516

 

 

 

(916

)

(Increase) decrease in prepaid expenses and other assets

 

 

(14,495

)

 

 

(2,841

)

Increase (decrease) in management fee payable

 

 

1,406

 

 

 

1,590

 

Increase (decrease) in payables to affiliate

 

 

123

 

 

 

(660

)

Increase (decrease) in payables for investments purchased

 

 

102,996

 

 

 

12,584

 

Increase (decrease) in fair value of interest rate swap attributed to unsecured notes

 

 

13,936

 

 

 

—

 

Increase (decrease) in accrued expenses and other liabilities

 

 

3,436

 

 

 

7,469

 

Net cash used in operating activities

 

 

(1,109,883

)

 

 

(965,123

)

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Borrowings on debt

 

 

1,929,564

 

 

 

1,537,000

 

Payments on debt

 

 

(2,928,100

)

 

 

(967,000

)

Debt issuance costs

 

 

(18,210

)

 

 

(6,338

)

Proceeds from issuance of common shares

 

 

2,330,510

 

 

 

574,942

 

Offering costs paid

 

 

(254

)

 

 

(393

)

Cash distributions paid to shareholders

 

 

(83,385

)

 

 

(31,576

)

Net cash provided by financing activities

 

 

1,230,125

 

 

 

1,106,635

 

Net increase (decrease) in cash and restricted cash (restricted cash of

    $12,903 and $3,171, respectively)

 

 

120,242

 

 

 

141,512

 

Cash and restricted cash, beginning of period (restricted cash of $6,013 and

     $2,638, respectively)

 

 

127,603

 

 

 

20,071

 

Cash and restricted cash, end of period (restricted cash of $18,916

    and $5,809, respectively)

 

$

247,845

 

 

$

161,583

 

 

 

 

23


 

 

Supplemental and Non-Cash Information

 

 

 

 

 

 

 

 

Interest paid during the period

 

$

59,612

 

 

$

20,407

 

Distributions declared during the period

 

$

208,101

 

 

$

82,891

 

Reinvestment of distributions during the period

 

$

83,444

 

 

$

38,351

 

Distributions Payable

 

$

119,622

 

 

$

46,509

 

Excise taxes paid

 

$

1,100

 

 

$

210

 

 

 

The accompanying notes are an integral part of these consolidated financial statements.

 

 

 

24


 

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization

Owl Rock Capital Corporation (the “Company”) is a Maryland corporation formed on October 15, 2015. The Company was formed primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity-related securities including warrants, preferred stock and similar forms of senior equity, which may or may not be convertible into a portfolio company’s common equity. The Company’s investment objective is to generate current income and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.

The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company is treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and qualifies as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.

On April 27, 2016, the Company formed a wholly-owned subsidiary, OR Lending LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending LLC loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.

Owl Rock Capital Advisors LLC (the “Adviser”) serves as the Company’s investment adviser. The Adviser is an indirect subsidiary of Owl Rock Capital Partners LP (“Owl Rock Capital Partners”). The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the 1940 Act. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.  

On July 22, 2019, the Company closed its initial public offering ("IPO"), issuing 10 million shares of its common stock at a public offering price of $15.30 per share. Net of underwriting fees and offering costs, the Company received total cash proceeds of $141.3 million. The Company has granted the underwriters an option to purchase up to an additional 1,500,000 shares of common stock from, at the public offering price, less the sales load payable by the Company, on or before August 16, 2019. The Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “ORCC” on July 18, 2019.

 

 

Note 2. Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The Company was initially capitalized on March 1, 2016 and commenced operations on March 3, 2016. The Company’s fiscal year ends on December 31.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.

Cash

Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral. Cash is carried at cost, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law.

 

25


Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

 

Investments at Fair Value

Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Investments for which market quotations are readily available are typically valued at the bid price of those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Board, based on, among other things, the input of the Adviser, the Company’s audit committee and independent third-party valuation firm(s) engaged at the direction of the Board.

As part of the valuation process, the Board takes into account relevant factors in determining the fair value of the Company’s investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase or sale transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.

The Board undertakes a multi-step valuation process, which includes, among other procedures, the following:

 

•

With respect to investments for which market quotations are readily available, those investments will typically be valued at the bid price of those market quotations;

 

•

With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;

 

•

Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee. Agreed upon valuation recommendations are presented to the Audit Committee;

 

•

The Audit Committee reviews the valuation recommendations and recommends values for each investment to the Board; and

 

•

The Board reviews the recommended valuations and determines the fair value of each investment.

The Company conducts this valuation process on a quarterly basis.

The Company applies Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date.  Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact.  In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value.  In accordance with ASC 820, these levels are summarized below:

 

•

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

 

•

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

 

•

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

26


Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

 

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820.  Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.

Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.

In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.

Financial and Derivative Instruments

Pursuant to ASC 815 Derivatives and Hedging, further clarified by the FASB’s issuance of the Accounting Standards Update (“ASU”) No. 2017-12, Derivatives and Hedging, which was adopted early in 2017 by the Company, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations.

Foreign Currency

Foreign currency amounts are translated into U.S. dollars on the following basis:

 

•

cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and

 

•

purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.

The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility to fund these investments.  Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.

Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.

Interest and Dividend Income Recognition

Interest income is recorded on the accrual basis and includes amortization of discounts or premiums. Discounts and premiums to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method.  The amortized cost of investments represents the original cost adjusted for the amortization of discounts or premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual

27


Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

 

loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of June 30, 2019, no investments are on non-accrual status.

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.

Other Income

From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are normally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to our portfolio companies.

Organization Expenses

Costs associated with the organization of the Company are expensed as incurred. These expenses consist primarily of legal fees and other costs of organizing the Company.

Offering Expenses

Costs associated with the private placement offering of common shares of the Company are capitalized as deferred offering expenses and are included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and are amortized over a twelve-month period from incurrence. The Company will record expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities. The costs associated with renewals of the Company’s shelf registration statement will be expensed as incurred.

Debt Issuance Costs

The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized utilizing the effective yield method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.

Reimbursement of Transaction-Related Expenses

The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.

Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.

Income Taxes

The Company has elected to be treated as a BDC under the 1940 Act. The Company has elected to be treated as a RIC under the Code beginning with its taxable year ending December 31, 2016 and intends to continue to qualify as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.

To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at

28


Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

 

least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2018. The 2015 through 2017 tax years remain subject to examination by U.S. federal, state and local tax authorities.

Distributions to Common Shareholders

Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. Net realized long-term capital gains, if any, would be generally distributed at least annually, although the Company may decide to retain such capital gains for investment.

The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares to implement the dividend reinvestment plan.

Consolidation

As provided under Regulation S-X and ASC Topic 946 - Financial Services - Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's wholly-owned subsidiaries in its consolidated financial statements.  All significant intercompany balances and transactions have been eliminated in consolidation.

The Company does not consolidate its equity interest in Sebago Lake LLC (“Sebago Lake”).  For further description of the Company’s investment in Sebago Lake, see Note 4 “Investments”.

New Accounting Pronouncements

Revenue Recognition

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The guidance in this ASU supersedes the revenue recognition requirements in Revenue Recognition (Topic 605). Under the updated guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period.

In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations, which clarifies the guidance in ASU No. 2014-09 and has the same effective date as the original standard.

In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, an update on identifying performance obligations and accounting for licenses of intellectual property.

In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which includes amendments for enhanced clarification of the guidance.

In December 2016, the FASB issued ASU No. 2016-20, Technical Corrections and Improvements to Revenue from Contracts with Customers (Topic 606), the amendments in this update are of a similar nature to the items typically addressed in the technical corrections and improvements project.

29


Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

 

Management has adopted the aforementioned accounting pronouncements and does not believe that they had a material effect on the accompanying consolidated financial statements.

 

 

Note 3. Agreements and Related Party Transactions

Administration Agreement

On March 1, 2016, the Company entered into an Administration Agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement, the Adviser performs, or oversees, the performance of, required administrative services, which includes providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.

The Administration Agreement also provides that the Company reimburses the Adviser for certain organization costs incurred prior to the commencement of the Company’s operations, and for certain offering costs.

The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.

On February 27, 2019, the Board approved to extend the Administration Agreement. Unless earlier terminated as described below, the Administration Agreement will remain in effect until March 1, 2020 and from year to year thereafter if approved annually by (1) the vote of the Board, or by the vote of a majority of its outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Adviser.

No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Compliance Officer, Chief Financial Officer and their respective staffs (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.

For the three and six months ended June 30, 2019, the Company incurred expenses of approximately $1.6 million and $2.8 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and six months ended June 30, 2018, the Company incurred expenses of approximately $0.9 million and $1.6 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

As of June 30, 2019 and December 31, 2018, amounts reimbursable to the Adviser pursuant to the Administration Agreement were $3.0 million and $2.8 million, respectively.

Investment Advisory Agreement

On March 1, 2016, the Company entered into the Original Investment Advisory Agreement with the Adviser. On February 27, 2019, the Board determined to amend and restate the Original Investment Advisory Agreement (as amended and restated, the "Investment Advisory Agreement") to reduce the fees that the Company will pay the Adviser following the listing of the Company's common stock on a national securities exchange (an "Exchange Listing"). Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals.

The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.

Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect until February 27, 2020 and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors.

30


Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

 

The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of any penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a majority (as defined under the 1940 Act) of the outstanding shares of the Company’s common stock or the Adviser. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice and, in certain circumstances, the Adviser may only be able to terminate the Investment Advisory Agreement upon 120 days’ written notice.

From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.

Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.

The management fee is payable quarterly in arrears. Prior to the IPO, which qualifies as an Exchange Listing, the management fee is payable at an annual rate of 0.75% of the Company’s (i) average gross assets, excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the Company’s two most recently completed calendar quarters plus (ii) the average of any remaining unfunded Capital Commitments at the end of the two most recently completed calendar quarters.

Following the IPO, the management fee is payable at an annual rate of 1.5% of the Company’s average gross assets excluding cash and cash equivalents but including assets purchased with borrowed amounts, at the end of the two most recently completed calendar quarters. The management fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant calendar months or quarters, as the case may be.

On February 27, 2019, the Adviser agreed at all times prior to the fifteen-month anniversary of an Exchange Listing (which includes the IPO), to waive any portion of the Management Fee that is in excess of 0.75% of the Company’s gross assets, excluding cash and cash-equivalents but including assets purchased with borrowed amounts at the end of the two most recently completed calendar quarters, calculated in accordance with the Investment Advisory Agreement.

For the three and six months ended June 30, 2019, management fees were $15.5 million and $30.6 million, respectively. For the three and six months ended June 30, 2018, management fees were $12.7 million and $24.8 million, respectively

Pursuant to the Investment Advisory Agreement, the Adviser is not entitled to an incentive fee prior to the IPO.

Following the IPO, the incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on the Company’s pre-incentive fee net investment income and a portion is based on the Company’s capital gains. The portion of the incentive fee based on pre-incentive fee net investment income is determined and paid quarterly in arrears commencing with the first calendar quarter following an Exchange Listing, and equals 100% of the pre-incentive fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-incentive fee net investment income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-incentive fee net investment income for that calendar quarter.

The second component of the incentive fee, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 17.5% of cumulative realized capital gains from the date on which the Exchange Listing becomes effective (the “Listing Date”) to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act, including Section 205 thereof.

On February 27, 2019, the Adviser agreed at all times prior to the fifteen-month anniversary of an Exchange Listing (which includes the IPO), to waive the Incentive Fee (including, for the avoidance of doubt, the Capital Gains Incentive Fee).

There was no incentive fee for the three and six months ended June 30, 2019 and 2018.

Affiliated Transactions

The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC.  The Company, the Adviser

31


Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

 

and certain of their affiliates have been granted exemptive relief by the SEC for the Company to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, and (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing. The Adviser is under common control with Owl Rock Technology Advisors LLC (“ORTA”) and Owl Rock Capital Private Fund Advisors LLC (“ORCPFA”), which are also investment advisers and indirect subsidiaries of Owl Rock Capital Partners. The Adviser, ORTA and ORCPFA are referred to as the “Owl Rock Advisers” and together with Owl Rock Capital Partners are referred to, collectively, as “Owl Rock.” Owl Rock Advisers’ investment allocation policy seeks to ensure equitable allocation of investment opportunities between the Company, Owl Rock Capital Corporation II, a BDC advised by the Adviser, Owl Rock Technology Finance Corp., a BDC advised by ORTA, and/or other funds managed by the Adviser or its affiliates. As a result of exemptive relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of Owl Rock Capital Corporation II, Owl Rock Technology Finance Corp. and/or other funds established by the Adviser or its affiliates that could avail themselves of the exemptive relief.

License Agreement

The Company has entered into a license agreement (the “License Agreement”), pursuant to which an affiliate of Owl Rock Capital Partners LP has granted the Company a non-exclusive license to use the name “Owl Rock.” Under the License Agreement, the Company has a right to use the Owl Rock name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Owl Rock” name or logo.

 

 

Note 4. Investments

Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, "non-affiliated investments" are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments. The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.

Investments at fair value and amortized cost consisted of the following as of June 30, 2019 and December 31, 2018:

 

 

 

June 30, 2019

 

 

December 31, 2018

 

($ in thousands)

 

Amortized Cost

 

 

Fair Value

 

 

Amortized Cost

 

 

Fair Value

 

First-lien senior secured debt investments

 

$

5,888,168

 

 

$

5,884,919

 

 

$

4,566,573

 

 

$

4,554,835

 

Second-lien senior secured debt investments

 

 

1,227,740

 

 

 

1,226,861

 

 

 

1,119,507

 

 

 

1,109,366

 

Unsecured debt investments

 

 

23,000

 

 

 

24,435

 

 

 

23,000

 

 

 

22,183

 

Equity investments

 

 

13,206

 

 

 

14,355

 

 

 

11,215

 

 

 

11,063

 

Investment funds and vehicles(1)

 

 

91,638

 

 

 

90,185

 

 

 

91,138

 

 

 

86,622

 

Total Investments

 

$

7,243,752

 

 

$

7,240,755

 

 

$

5,811,433

 

 

$

5,784,069

 

________________

 

(1)

Includes equity investment in Sebago Lake.  See below, within Note 4, for more information regarding Sebago Lake.

 

32


Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

 

The industry composition of investments based on fair value as of June 30, 2019 and December 31, 2018 was as follows:

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

Advertising and media

 

 

3.4

 

%

 

4.2

 

%

Aerospace and defense

 

 

2.7

 

 

 

—

 

 

Automotive

 

 

2.1

 

 

 

2.6

 

 

Buildings and real estate

 

 

6.5

 

 

 

5.2

 

 

Business services

 

 

5.1

 

 

 

7.6

 

 

Chemicals

 

 

3.3

 

 

 

1.7

 

 

Consumer products

 

 

3.3

 

 

 

1.8

 

 

Containers and packaging

 

 

0.6

 

 

 

0.7

 

 

Distribution

 

 

8.7

 

 

 

10.6

 

 

Education

 

 

4.3

 

 

 

3.0

 

 

Energy equipment and services

 

 

1.7

 

 

 

1.6

 

 

Financial services

 

 

1.8

 

 

 

1.9

 

 

Food and beverage

 

 

6.9

 

 

 

8.4

 

 

Healthcare providers and services

 

 

8.9

 

 

 

6.5

 

 

Healthcare technology

 

 

1.6

 

 

 

0.7

 

 

Household products

 

 

0.7

 

 

 

0.9

 

 

Infrastructure and environmental services

 

 

2.9

 

 

 

3.4

 

 

Insurance

 

 

2.1

 

 

 

0.6

 

 

Internet software and services

 

 

10.1

 

 

 

9.5

 

 

Investment funds and vehicles(1)

 

 

1.2

 

 

 

1.5

 

 

Leisure and entertainment

 

 

2.7

 

 

 

3.8

 

 

Manufacturing

 

 

1.8

 

 

 

1.8

 

 

Oil and gas

 

 

2.9

 

 

 

4.9

 

 

Professional services

 

 

10.0

 

 

 

11.4

 

 

Specialty retail

 

 

2.5

 

 

 

2.8

 

 

Telecommunications

 

 

0.5

 

 

 

0.6

 

 

Transportation

 

 

1.7

 

 

 

2.3

 

 

Total

 

 

100.0

 

%

 

100.0

 

%

________________

 

(1)

Includes equity investment in Sebago Lake. See below, within Note 4, for more information regarding Sebago Lake.

 

The geographic composition of investments based on fair value as of June 30, 2019 and December 31, 2018 was as follows:

 

 

 

June 30, 2019

 

 

December 31, 2018

 

 

United States:

 

 

 

 

 

 

 

 

 

Midwest

 

 

17.2

 

%

 

17.3

 

%

Northeast

 

 

16.9

 

 

 

22.0

 

 

South

 

 

42.7

 

 

 

36.7

 

 

West

 

 

18.4

 

 

 

20.1

 

 

Belgium

 

 

1.3

 

 

 

1.6

 

 

Canada

 

 

1.3

 

 

 

0.9

 

 

United Kingdom

 

 

2.2

 

 

 

1.4

 

 

Total

 

 

100.0

 

%

 

100.0

 

%

Sebago Lake LLC

Sebago Lake, a Delaware limited liability company, was formed as a joint venture between the Company and The Regents of the University of California (“Regents”) and commenced operations on June 20, 2017. Sebago Lake’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. Both the

33


Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

 

Company and Regents (the “Members”) have a 50% economic ownership in Sebago Lake. Except under certain circumstances, contributions to Sebago Lake cannot be redeemed. Each of the Members initially agreed to contribute up to $100 million to Sebago Lake. On July 26, 2018, each of the Members increased their contribution to Sebago Lake up to an aggregate of $125 million. As of June 30, 2019, each Member has funded $91.6 million of their $125 million commitments. Sebago Lake is managed by the Members, each of which have equal voting rights. Investment decisions must be approved by each of the Members.

The Company has determined that Sebago Lake is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, the Company does not consolidate its non-controlling interest in Sebago Lake.

During 2018, the Company acquired one investment from Sebago Lake at fair market value. The transaction generated a realized gain of $0.1 million for Sebago Lake. During 2017, the Company sold its investment in three portfolio companies at fair market value to Sebago Lake generating a realized gain of $0.5 million.

As of June 30, 2019 and December 31, 2018, Sebago Lake had total investments in senior secured debt at fair value of $499.8 million and $531.5 million, respectively. The determination of fair value is in accordance with ASC 820; however, such fair value is not included in the Board’s valuation process described herein. The following table is a summary of Sebago Lake’s portfolio as well as a listing of the portfolio investments in Sebago Lake’s portfolio as of June 30, 2019 and December 31, 2018:

 

($ in thousands)

 

June 30, 2019

 

 

December 31, 2018

 

Total senior secured debt investments(1)

 

$

507,306

 

 

$

545,553

 

Weighted average spread over LIBOR(1)

 

 

4.59

%

 

 

4.66

%

Number of portfolio companies

 

16