owl-10q_20190930.htm

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.

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 ☒

As of October 30, 2019 the registrant had 389,155,516 shares of common stock, $0.01 par value per share, outstanding.

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:

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”).

	September 30, 2019 (Unaudited)		December 31, 2018
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $8,204,082 and $5,720,295, respectively)	$	8,178,157	$	5,697,447
Controlled, affiliated investments (amortized cost of $93,267 and $91,138, respectively)		92,097		86,622
Total investments at fair value (amortized cost of $8,297,349 and $5,811,433, respectively)		8,270,254		5,784,069
Cash (restricted cash of $12,969 and $6,013, respectively)		197,618		127,603
Interest receivable		55,534		29,680
Receivable for investments sold		23,261		—
Receivable from a controlled affiliate		2,290		8,100
Prepaid expenses and other assets		19,710		1,590
Total Assets	$	8,568,667	$	5,951,042
Liabilities
Debt (net of unamortized debt issuance costs of $38,176 and $22,335, respectively)	$	2,459,023	$	2,567,717
Distribution payable		128,421		78,350
Management fee payable		14,760		14,049
Payables to affiliates		4,657		2,847
Payable for investments purchased		1,627		3,180
Accrued expenses and other liabilities		35,554		20,054
Total Liabilities		2,644,042		2,686,197
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 389,155,516 and 216,204,837 shares issued and outstanding, respectively		3,892		2,162
Additional paid-in-capital		5,907,924		3,271,162
Total distributable earnings (losses)		12,809		(8,479	)
Total Net Assets		5,924,625		3,264,845
Total Liabilities and Net Assets	$	8,568,667	$	5,951,042
Net Asset Value Per Share	$	15.22	$	15.10

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

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	180,944		$	104,868		$	498,747		$	246,064
Other income		4,921			2,164			9,447			6,770
Total investment income from non-controlled, non-affiliated investments		185,865			107,032			508,194			252,834
Investment income from controlled, affiliated investments:
Dividend income		2,289			2,226			7,570			5,149
Other income		—			1,227			—			4,046
Total investment income from controlled, affiliated investments		2,289			3,453			7,570			9,195
Total Investment Income		188,154			110,485			515,764			262,029
Expenses
Interest expense		29,434			21,386			101,021			50,545
Management fee		26,793			13,323			57,434			38,100
Performance based incentive fees		19,674			—			19,674			—
Professional fees		2,886			2,524			7,361			5,567
Directors' fees		169			138			445			404
Other general and administrative		2,697			1,274			6,248			3,973
Total Operating Expenses		81,653			38,645			192,183			98,589
Management and incentive fees waived (Note 3)		(31,707	)		—			(31,707	)		—
Net Operating Expenses		49,946			38,645			160,476			98,589
Net Investment Income (Loss) Before Taxes		138,208			71,840			355,288			163,440
Excise tax expense (benefit)		302			232			1,754			815
Net Investment Income (Loss) After Taxes	$	137,906		$	71,608		$	353,534		$	162,625
Net Realized and Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments	$	(20,846	)	$	(3,476	)	$	(376	)	$	5,470
Controlled affiliated investments		284			168			3,346			(1,013	)
Translation of assets and liabilities in foreign currencies		(146	)		(134	)		(168	)		(134	)
Total Net Change in Unrealized Gain (Loss)		(20,708	)		(3,442	)		2,802			4,323
Net realized gain (loss):
Non-controlled, non-affiliated investments		1,285			4,027			1,102			234
Foreign currency transactions		169			133			372			133
Total Net Realized Gain (Loss)		1,454			4,160			1,474			367
Total Net Realized and Unrealized Gain (Loss)		(19,254	)		718			4,276			4,690
Net Increase (Decrease) in Net Assets Resulting from Operations	$	118,652		$	72,326		$	357,810		$	167,315
Earnings Per Share - Basic and Diluted	$	0.31		$	0.44		$	1.18		$	1.29
Weighted Average Shares Outstanding - Basic and Diluted		384,846,445			163,401,485			302,373,486			129,234,396

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

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)(6)(22)	First lien senior secured loan	L + 4.50%	11/28/2025	$	14,888	$	14,753		$	14,301			0.2	%
PAK Acquisition Corporation (dba Valpak)⁽⁴⁾⁽⁶⁾	First lien senior secured loan	L + 8.00%	6/30/2022		64,725		63,998			64,725			1.1	%
Swipe Acquisition Corporation (dba PLI)^(4)(5)(22)	First lien senior secured loan	L + 7.75%	6/29/2024		159,754		157,057			155,760			2.6	%
Swipe Acquisition Corporation (dba PLI)^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 7.75%	9/30/2019		—		(153	)		(129	)		—	%
					239,367		235,655			234,657			3.9	%
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation)^(4)(6)(22)	First lien senior secured loan	L + 5.75%	1/4/2025		138,840		136,544			137,451			2.3	%
Valence Surface Technologies LLC^(4)(7)(22)	First lien senior secured loan	L + 5.75%	6/28/2025		99,750		98,307			98,255			1.8	%
Valence Surface Technologies LLC^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	6/28/2021		—		(72	)		(450	)		—	%
Valence Surface Technologies LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	6/28/2025		—		(143	)		(150	)		—	%
					238,590		234,636			235,106			4.1	%
Automotive
Mavis Tire Express Services Corp.^(4)(5)(22)	Second lien senior secured loan	L + 7.50%	3/20/2026		155,000		152,032			151,900			2.6	%
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		1,209			1,215			—	%
					156,449		153,241			153,115			2.6	%
Buildings and real estate
Associations, Inc.^(4)(6)(22)	First lien senior secured loan	L + 4.00% (3.00% PIK)	7/30/2024		257,327		254,675			254,754			4.3	%
Associations, Inc.^{(4)(6)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 4.00% (3.00% PIK)	7/30/2021		33,984		33,403			33,400			0.6	%
Associations, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.00%	7/30/2024		—		(116	)		(173	)		—	%
Cheese Acquisition, LLC^(4)(6)(22)	First lien senior secured loan	L + 4.75%	11/28/2024		135,319		133,497			133,288			2.2	%
Imperial Parking Canada^(4)(8)(22)	First lien senior secured loan	C + 5.00%	11/28/2024		27,019		26,780			26,614			0.4	%
Cheese Acquisition, LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 4.75%	11/28/2023		—		(170	)		(245	)		—	%
Velocity Commercial Capital, LLC^(4)(5)(22)	First lien senior secured loan	L + 7.50%	8/29/2024		125,500		123,953			123,931			2.1	%
					579,149		572,022			571,569			9.6	%

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		44,320			44,525			0.8	%
CIBT Global, Inc.^(4)(6)(22)	Second lien senior secured loan	L + 7.75%	6/2/2025		59,500		58,312			58,905			1.0	%
ConnectWise, LLC^(4)(6)(22)	First lien senior secured loan	L + 5.50%	2/28/2025		154,376		152,598			152,832			2.6	%
ConnectWise, LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.50%	2/28/2025		—		(187	)		(165	)		—	%
Entertainment Benefits Group, LLC^(4)(5)(22)	First lien senior secured loan	L + 5.75%	9/27/2025		82,000		80,772			80,770			1.4	%
Entertainment Benefits Group, LLC^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 5.75%	9/27/2024		2,400		2,220			2,220			—	%
Vistage International, Inc.^(4)(6)(22)	Second lien senior secured loan	L + 8.00%	2/8/2026		34,800		34,550			34,626			0.6	%
Vestcom Parent Holdings, Inc.⁽⁴⁾⁽⁵⁾	Second lien senior secured loan	L + 8.25%	12/19/2024		78,987		78,155			78,592			1.4	%
					456,700		450,740			452,305			7.8	%
Chemicals
Douglas Products and Packaging Company LLC^(4)(6)(22)	First lien senior secured loan	L + 5.75%	10/19/2022		99,194		98,503			97,706			1.6	%
Douglas Products and Packaging Company LLC^{(4)(6)(14)(22)}	First lien senior secured revolving loan	L + 5.75%	10/19/2022		908		861			772			—	%
Innovative Water Care Global Corporation^(4)(6)(22)	First lien senior secured loan	L + 5.00%	2/27/2026		149,250		139,423			134,325			2.3	%
					249,352		238,787			232,803			3.9	%
Consumer products
Feradyne Outdoors, LLC^(4)(5)(22)	First lien senior secured loan	L + 6.25%	5/25/2023		112,901		111,993			102,740			1.7	%
WU Holdco, Inc. (dba Weiman Products, LLC)^(4)(6)(22)	First lien senior secured loan	L + 5.50%	3/26/2026		140,487		137,835			136,975			2.3	%
WU Holdco, Inc. (dba Weiman Products, LLC)^{(4)(6)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.50%	3/26/2021		2,943		2,730			2,615			—	%
WU Holdco, Inc. (dba Weiman Products, LLC)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.50%	3/26/2025		—		(254	)		(348	)		—	%
					256,331		252,304			241,982			4.0	%
Containers and packaging
Pregis Topco LLC^(4)(6)(22)	Second lien senior secured loan	L + 8.00%	7/30/2027		186,333		182,658			182,607			3.1	%
					186,333		182,658			182,607			3.1	%
Distribution
ABB/Con-cise Optical Group LLC⁽⁴⁾⁽⁷⁾	First lien senior secured loan	L + 5.00%	6/15/2023		60,352		60,368			57,334			1.0	%
ABB/Con-cise Optical Group LLC⁽⁴⁾⁽⁷⁾	Second lien senior secured loan	L + 9.00%	6/17/2024		25,000		24,485			23,375			0.4	%
Aramsco, Inc.^(4)(5)(22)	First lien senior secured loan	L + 5.25%	8/28/2024		57,199		55,998			56,055			0.9	%
Aramsco, Inc.^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 5.25%	8/28/2024		3,631		3,459			3,463			0.1	%

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
BCPE Empire Holdings, Inc. (dba Imperial-Dade)^{(4)(5)(20)(22)}	First lien senior secured loan	L + 4.00%	6/11/2026		2,673		2,647			2,635			—	%
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		—		—			(2	)		—	%
Dealer Tire, LLC^(4)(5)(22)	First lien senior secured loan	L + 5.50%	12/15/2025		114,176		108,969			114,393			1.9	%
Endries Acquisition, Inc.^(4)(5)(22)	First lien senior secured loan	L + 6.25%	12/10/2025		179,100		176,241			175,518			3.0	%
Endries Acquisition, Inc.^{(4)(5)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 6.25%	12/10/2020		10,860		9,893			9,610			0.2	%
Endries Acquisition, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.25%	12/10/2024		—		(409	)		(540	)		—	%
JM Swank, LLC⁽⁴⁾⁽⁶⁾	First lien senior secured loan	L + 7.50%	7/25/2022		116,468		115,090			114,139			1.9	%
Offen, Inc.^(4)(6)(22)	First lien senior secured loan	L + 5.00%	6/22/2026		14,655		14,510			14,507			0.2	%
Offen, Inc.^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.00%	12/21/2020		—		(51	)		(53	)		—	%
QC Supply, LLC⁽⁴⁾⁽⁵⁾	First lien senior secured loan	L + 6.00% (1.00% PIK)	12/29/2022		34,487		33,976			32,935			0.6	%
QC Supply, LLC⁽⁴⁾⁽⁵⁾	First lien senior secured revolving loan	L + 6.00% (1.00% PIK)	12/29/2021		4,969		4,913			4,745			0.1	%
					623,570		610,089			608,114			10.3	%
Education
2U, Inc.^{(4)(5)(18)(22)}	First lien senior secured loan	L + 5.75%	5/22/2024		115,000		113,378			112,700			1.9	%
Learning Care Group (US) No. 2 Inc.^(4)(7)(22)	Second lien senior secured loan	L + 7.50%	3/13/2026		25,000		24,570			24,750			0.4	%
Severin Acquisition, LLC (dba PowerSchool)^(4)(6)(22)	Second lien senior secured loan	L + 6.75%	8/3/2026		108,000		107,153			107,460			1.8	%
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)^(4)(6)(22)	First lien senior secured loan	L + 6.00%	5/14/2024		62,371		61,111			61,123			1.0	%
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)^{(4)(6)(14)(22)}	First lien senior secured revolving loan	L + 6.00%	5/14/2024		1,229		1,148			1,145			—	%
					311,600		307,360			307,178			5.1	%
Energy equipment and services
Hillstone Environmental Partners, LLC^(4)(6)(22)	First lien senior secured loan	L + 7.75%	4/25/2023		92,670		91,570			94,061			1.6	%
Hillstone Environmental Partners, LLC^{(4)(6)(14)(22)}	First lien senior secured delayed draw term loan	L + 7.75%	4/25/2024		11,944		11,447			12,122			0.2	%
Hillstone Environmental Partners, LLC^(4)(6)(22)	First lien senior secured revolving loan	L + 7.75%	4/25/2023		8,440		8,336			8,440			0.1	%
Liberty Oilfield Services LLC^{(4)(5)(18)(22)}	First lien senior secured loan	L + 7.63%	9/19/2022		14,037		13,872			14,107			0.2	%
					127,091		125,225			128,730			2.1	%

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Financial services
Blackhawk Network Holdings, Inc.^(4)(5)(22)	Second lien senior secured loan	L + 7.00%	6/15/2026		104,700		103,812			104,439			1.8	%
NMI Acquisitionco, Inc. (dba Network Merchants)^(4)(5)(22)	First lien senior secured loan	L + 6.00%	9/6/2022		28,266		27,813			27,842			0.5	%
NMI Acquisitionco, Inc. (dba Network Merchants)^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 6.00%	9/6/2022		39		29			29			—	%
					133,005		131,654			132,310			2.3	%
Food and beverage
Carolina Beverage Group (fka Cold Spring Brewing Company)^(4)(5)(22)	First lien senior secured loan	L + 4.75%	5/15/2024		34,050		33,507			33,539			0.6	%
Carolina Beverage Group (fka Cold Spring Brewing Company)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 4.75%	5/15/2024		—		(41	)		(40	)		—	%
CM7 Restaurant Holdings, LLC^(4)(5)(22)	First lien senior secured loan	L + 8.75%	5/22/2023		37,349		36,822			36,601			0.6	%
Give and Go Prepared Foods Corp.^(4)(6)(18)	Second lien senior secured loan	L + 8.50%	1/29/2024		42,000		41,689			38,010			0.6	%
H-Food Holdings, LLC^(4)(5)(22)	Second lien senior secured loan	L + 7.00%	3/2/2026		121,800		119,094			114,492			1.9	%
H-Food Holdings, LLC^{(4)(5)(20)(22)}	First lien senior secured loan	L + 4.00%	5/23/2025		23,575		23,364			22,267			0.4	%
Hometown Food Company^(4)(5)(22)	First lien senior secured loan	L + 5.00%	8/31/2023		28,825		28,362			28,394			0.5	%
Hometown Food Company^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 5.00%	8/31/2023		1,553		1,487			1,489			—	%
Manna Development Group, LLC^(4)(5)(22)	First lien senior secured loan	L + 6.00%	10/24/2022		56,799		56,190			55,947			0.9	%
Manna Development Group, LLC^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 6.00%	10/24/2022		867		749			802			—	%
Recipe Acquisition Corp. (dba Roland Corporation)⁽⁴⁾⁽⁶⁾	Second lien senior secured loan	L + 8.00%	12/1/2022		32,000		31,641			31,840			0.5	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)^(4)(5)(22)	First lien senior secured loan	L + 4.50%	7/30/2025		38,693		38,001			37,919			0.6	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 4.50%	7/30/2023		5,520		5,365			5,340			0.1	%
Tall Tree Foods, Inc.⁽⁴⁾⁽⁵⁾	First lien senior secured loan	L + 7.25%	8/12/2022		45,700		45,331			44,329			0.7	%
Ultimate Baked Goods Midco, LLC^(4)(5)(22)	First lien senior secured loan	L + 4.00%	8/11/2025		26,798		26,278			26,262			0.4	%
Ultimate Baked Goods Midco, LLC^{(4)(9)(14)(22)}	First lien senior secured revolving loan	P + 3.00%	8/9/2023		1,906		1,818			1,804			—	%
					497,435		489,657			478,995			7.8	%
Healthcare providers and services
Confluent Health, LLC.^(4)(6)(22)	First lien senior secured loan	L + 5.00%	6/24/2028		17,955		17,781			17,686			0.3	%
Covenant Surgical Partners, Inc.^(4)(5)(22)	First lien senior secured loan	L + 4.00%	7/1/2026		20,667		20,464			20,460			0.3	%

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Covenant Surgical Partners, Inc.^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 4.00%	7/1/2021		—		(40	)		(41	)		—	%
Geodigm Corporation (dba National Dentex)^{(4)(5)(11)(22)}	First lien senior secured loan	L + 6.87%	12/1/2021		123,775		123,027			121,918			2.1	%
GI CCLS Acquisition LLC (fka GI Chill Acquisition LLC)^(4)(6)(22)	First lien senior secured loan	L + 4.00%	8/6/2025		17,088		17,013			17,088			0.3	%
GI CCLS Acquisition LLC (fka GI Chill Acquisition LLC)^(4)(6)(22)	Second lien senior secured loan	L + 7.50%	8/6/2026		135,400		134,183			134,046			2.3	%
Nelipak Holding Company^(4)(5)(22)	First lien senior secured loan	L + 4.25%	7/2/2026		48,124		47,187			47,161			0.8	%
Nelipak Holding Company^(4)(10)(22)	First lien senior secured loan	E + 4.50%	7/2/2026		47,151		47,463			46,209			0.8	%
Nelipak Holding Company^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 4.25%	7/2/2024		2,680		2,539			2,533			—	%
Nelipak Holding Company^{(4)(10)(14)(22)}	First lien senior secured revolving loan	E + 4.50%	7/2/2024		438		301			269			—	%
Nelipak Holding Company^(4)(5)(22)	Second lien senior secured loan	L + 8.25%	7/2/2027		67,006		66,020			66,001			1.1	%
Nelipak Holding Company^(4)(10)(22)	Second lien senior secured loan	E + 8.50%	7/2/2027		65,521		66,264			64,539			1.1	%
Premier Imaging, LLC (dba LucidHealth)^(4)(5)(22)	First lien senior secured loan	L + 5.50%	1/2/2025		33,745		33,146			33,408			0.6	%
RxSense Holdings, LLC^(4)(5)(22)	First lien senior secured loan	L + 6.00%	2/15/2024		131,533		129,767			129,560			2.3	%
RxSense Holdings, LLC^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 6.00%	2/15/2024		4,047		3,941			3,926			0.1	%
TC Holdings, LLC (dba TrialCard)^(4)(5)(22)	First lien senior secured loan	L + 4.50%	11/14/2023		70,757		69,631			70,757			1.2	%
TC Holdings, LLC (dba TrialCard)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 4.50%	11/14/2022		—		(69	)		—			—	%
					785,887		778,618			775,520			13.3	%
Healthcare technology
Bracket Intermediate Holding Corp.^(4)(5)(22)	Second lien senior secured loan	L + 8.13%	9/5/2026		26,250		25,773			25,725			0.4	%
Definitive Healthcare Holdings, LLC^(4)(6)(22)	First lien senior secured loan	L + 5.50%	7/16/2026		196,028		194,117			194,068			3.3	%
Definitive Healthcare Holdings, LLC^{(4)(14)(15)(22)}	First lien senior secured delayed draw term loan	L + 5.50%	7/16/2026		—		(211	)		(217	)		—	%
Definitive Healthcare Holdings, LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.50%	7/16/2024		—		(104	)		(109	)		—	%
Interoperability Bidco, Inc.^(4)(5)(22)	First lien senior secured loan	L + 5.75%	6/25/2026		77,007		76,073			76,044			1.3	%
Interoperability Bidco, Inc.^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	6/25/2021		—		(10	)		(10	)		—	%

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Interoperability Bidco, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	6/25/2024		—		(47	)		(50	)		—	%
					299,285		295,591			295,451			5.0	%
Household products
Hayward Industries, Inc.^(4)(5)(22)	Second lien senior secured loan	L + 8.25%	8/4/2025		52,149		51,313			51,628			0.9	%
					52,149		51,313			51,628			0.9	%
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		146,203		144,273			146,203			2.5	%
LineStar Integrity Services LLC^(4)(6)(22)	First lien senior secured loan	L + 7.25%	2/12/2024		89,986		88,506			89,086			1.5	%
					236,189		232,779			235,289			4.0	%
Insurance
Asurion, LLC^{(4)(5)(20)(22)}	Second lien senior secured loan	L + 6.50%	8/4/2025		40,000		40,537			40,620			0.7	%
Integrity Marketing Acquisition, LLC^(4)(6)(22)	First lien senior secured loan	L + 5.75%	8/27/2025		136,900		134,872			134,846			2.3	%
Integrity Marketing Acquisition, LLC^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	12/27/2019		—		(331	)		(337	)		—	%
Integrity Marketing Acquisition, LLC^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	2/27/2021		—		(200	)		(204	)		—	%
Integrity Marketing Acquisition, LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	8/27/2025		—		(219	)		(222	)		—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^(4)(5)(22)	First lien senior secured loan	L + 4.00%	6/3/2026		31,122		30,149			30,188			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		—		(97	)		(94	)		—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 4.00%	6/3/2024		—		(109	)		(156	)		—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^(4)(5)(22)	Second lien senior secured loan	L + 7.75%	11/30/2026		49,600		48,879			48,608			0.8	%
Norvax, LLC (dba GoHealth)^(4)(5)(22)	First lien senior secured loan	L + 6.50%	9/13/2025		122,727		120,898			120,886			2.0	%
Norvax, LLC (dba GoHealth)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.50%	9/13/2024		—		(182	)		(184	)		—	%
					380,349		374,197			373,951			6.3	%
Internet software and services
Accela, Inc.⁽⁴⁾⁽⁵⁾	First lien senior secured loan	L + 3.25% (5.50% PIK)	9/28/2023		53,162		52,268			49,707			0.8	%
Accela, Inc.^(4)(5)(14)	First lien senior secured revolving loan	L + 3.25% (5.50% PIK)	9/28/2023		3,916		3,816			3,526			0.1	%
Apptio, Inc.^(4)(6)(22)	First lien senior secured loan	L + 7.25%	1/10/2025		41,727		40,963			41,101			0.7	%

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Apptio, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 7.25%	1/10/2025		—		(49	)		(42	)		—	%
3ES Innovation Inc. (dba Aucerna)^{(4)(7)(18)(22)}	First lien senior secured loan	L + 5.75%	5/13/2025		40,232		39,754			39,528			0.7	%
3ES Innovation Inc. (dba Aucerna)^{(4)(14)(15)(18)(22)}	First lien senior secured revolving loan	L + 5.75%	5/13/2025		—		(46	)		(68	)		—	%
Genesis Acquisition Co. (dba Procare Software)^(4)(6)(22)	First lien senior secured loan	L + 3.75%	7/31/2024		18,019		17,720			17,659			0.3	%
Genesis Acquisition Co. (dba Procare Software)^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 3.75%	7/31/2020		—		(38	)		(47	)		—	%
Genesis Acquisition Co. (dba Procare Software)^{(4)(6)(14)(22)}	First lien senior secured revolving loan	L + 3.75%	7/31/2024		923		880			870			—	%
Infoblox Inc.⁽⁴⁾⁽⁵⁾	Second lien senior secured loan	L + 8.75%	11/7/2024		21,000		20,700			21,000			0.4	%
IQN Holding Corp. (dba Beeline)^(4)(6)(22)	First lien senior secured loan	L + 5.50%	8/20/2024		192,385		189,939			189,499			3.2	%
IQN Holding Corp. (dba Beeline)^{(4)(6)(14)(22)}	First lien senior secured revolving loan	L + 5.50%	8/20/2023		7,139		6,875			6,799			0.1	%
Lightning Midco, LLC (dba Vector Solutions)^(4)(6)(22)	First lien senior secured loan	L + 5.50%	11/21/2025		114,052		113,028			112,341			1.9	%
Lightning Midco, LLC (dba Vector Solutions)^{(4)(6)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.50%	11/23/2020		24,850		24,617			24,451			0.4	%
Lightning Midco, LLC (dba Vector Solutions)^{(4)(6)(14)(22)}	First lien senior secured revolving loan	L + 5.50%	11/21/2023		8,044		7,933			7,844			0.1	%
Litera Bidco LLC^(4)(7)(22)	First lien senior secured loan	L + 5.75%	5/31/2026		60,245		59,421			59,490			1.0	%
Litera Bidco LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	5/31/2025		—		(69	)		(72	)		—	%
MINDBODY, Inc.^(4)(5)(22)	First lien senior secured loan	L + 7.00%	2/14/2025		57,679		57,148			57,102			1.0	%
MINDBODY, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 7.00%	2/14/2025		—		(54	)		(61	)		—	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)^(4)(5)(22)	First lien senior secured loan	L + 6.50%	6/17/2024		134,279		132,880			132,936			2.2	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.50%	6/15/2023		—		(60	)		(64	)		—	%
					777,652		767,626			763,499			12.9	%
Leisure and entertainment
Capital Sports Holdings Inc. (dba Ottawa Senators)^(4)(8)(18)	First lien senior secured loan	C + 5.25%	6/22/2024		16,224		16,217			15,820			0.3	%
Troon Golf, L.L.C.^{(4)(6)(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		178,172		176,147			178,172			3.0	%

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Troon Golf, L.L.C.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.00%	3/29/2025		—		(144	)		—			—	%
					194,396		192,220			193,992			3.3	%
Manufacturing
Ideal Tridon Holdings, Inc.^(4)(6)(22)	First lien senior secured loan	L + 5.75%	7/31/2023		55,793		54,991			55,515			0.9	%
Ideal Tridon Holdings, Inc.^{(4)(6)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	12/25/2020		526		512			523			—	%
Ideal Tridon Holdings, Inc.^{(4)(6)(14)(22)}	First lien senior secured revolving loan	L + 5.75%	7/31/2022		327		256			298			—	%
MHE Intermediate Holdings, LLC(dba Material Handling Services)^{(4)(6)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.00%	4/26/2020		20,705		20,486			20,345			0.3	%
PHM Netherlands Midco B.V. (dba Loparex)^(4)(6)(22)	Second lien senior secured loan	L + 8.75%	8/2/2027		112,000		104,271			104,160			1.8	%
Professional Plumbing Group, Inc.^(4)(6)(22)	First lien senior secured loan	L + 6.75%	4/16/2024		52,346		51,715			51,037			0.9	%
Professional Plumbing Group, Inc.^{(4)(6)(14)(22)}	First lien senior secured revolving loan	L + 6.75%	4/16/2024		6,643		6,549			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		13,514		13,383			13,379			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		—		(16	)		(17	)		—	%
					261,854		252,147			251,661			4.2	%
Oil and gas
Black Mountain Sand Eagle Ford LLC^(4)(6)(22)	First lien senior secured loan	L + 8.25%	8/17/2022		91,015		90,253			91,016			1.5	%
Project Power Buyer, LLC (dba PEC-Veriforce)^(4)(6)(22)	First lien senior secured loan	L + 5.75%	5/14/2026		32,855		32,461			32,280			0.5	%
Project Power Buyer, LLC (dba PEC-Veriforce)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	5/14/2025		—		(37	)		(56	)		—	%
Zenith Energy U.S. Logistics Holdings, LLC^(4)(5)(22)	First lien senior secured loan	L + 5.50%	12/21/2024		85,365		83,964			83,230			1.4	%
					209,235		206,641			206,470			3.4	%
Professional services
AmSpec Services Inc.^(4)(6)(22)	First lien senior secured loan	L + 6.25%	7/2/2024		112,827		111,087			110,571			1.9	%
AmSpec Services Inc.^{(4)(9)(14)(22)}	First lien senior secured revolving loan	P + 4.25%	7/2/2024		1,085		884			795			—	%
Cardinal US Holdings, Inc.^{(4)(6)(18)(22)}	First lien senior secured loan	L + 5.00%	7/31/2023		90,426		87,151			90,426			1.5	%
DMT Solutions Global Corporation^(4)(7)(22)	First lien senior secured loan	L + 7.00%	7/2/2024		52,500		50,745			50,925			0.9	%
GC Agile Holdings Limited (dba Apex Fund Services)^{(4)(6)(18)(22)}	First lien senior secured loan	L + 7.00%	6/15/2025		160,891		158,197			157,673			2.7	%
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		—		(246	)		(208	)		—	%

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Gerson Lehrman Group, Inc.^(4)(5)(22)	First lien senior secured loan	L + 4.25%	12/12/2024		315,502		312,705			310,770			5.2	%
Gerson Lehrman Group, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 4.25%	12/12/2024		—		(191	)		(332	)		—	%
					733,231		720,332			720,620			12.2	%
Specialty retail
EW Holdco, LLC (dba European Wax)^(4)(5)(22)	First lien senior secured loan	L + 4.50%	9/25/2024		72,251		71,617			71,528			1.2	%
Galls, LLC^(4)(6)(22)	First lien senior secured loan	L + 6.25%	1/31/2025		91,230		90,306			89,405			1.5	%
Galls, LLC^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 6.25%	1/31/2024		16,865		16,566			16,353			0.3	%
Galls, LLC^{(4)(6)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 6.25%	1/31/2020		10,394		9,944			10,146			0.2	%
					190,740		188,433			187,432			3.2	%
Telecommunications
DB Datacenter Holdings Inc.^(4)(5)(22)	Second lien senior secured loan	L + 8.00%	4/3/2025		47,409		46,803			46,935			0.8	%
					47,409		46,803			46,935			0.8	%
Transportation
Lytx, Inc.^(4)(5)(22)	First lien senior secured loan	L + 6.75%	8/31/2023		43,799		42,853			43,799			0.7	%
Lytx, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.75%	8/31/2022		—		(36	)		—			—	%
Motus, LLC and Runzheimer International LLC^{(4)(6)(11)(22)}	First lien senior secured loan	L + 6.33%	1/17/2024		58,450		57,331			57,573			1.0	%
					102,249		100,148			101,372			1.7	%
Total non-controlled/non-affiliated portfolio company debt investments					8,325,597		8,190,876			8,163,291			137.8	%

Equity Investments
Energy equipment and services
Hillstone Environmental Partners, LLC^(22)(23)	LLC Interest	N/A	N/A		1,991		1,991			2,627			—	%
					1,991		1,991			2,627			—	%
Food and beverage
CM7 Restaurant Holdings, LLC^(22)(23)	LLC Interest	N/A	N/A		340		340			301			—	%
H-Food Holdings, LLC^(22)(23)	LLC Interest	N/A	N/A		10,875		10,875			11,938			0.2	%
					11,215		11,215			12,239			0.2	%
Total non-controlled/non-affiliated portfolio company equity investments					13,206		13,206			14,866			0.2	%
Total non-controlled/non-affiliated portfolio company investments					8,338,803		8,204,082			8,178,157			138.0	%

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)		Fair Value		Percentage of Net Assets
Controlled/affiliated portfolio company investments
Equity Investments
Financial services
Wingspire Capital Holdings LLC^{(14)(19)(21)(23)}		N/A	N/A		129		129		129		—	%
					129		129		129		—	%
Investment funds and vehicles
Sebago Lake LLC^{(12)(18)(19)(21)(23)}		N/A	N/A		93,138		93,138		91,968		1.6	%
					93,138		93,138		91,968		1.6	%
Total controlled/affiliated portfolio company investments					93,267		93,267		92,097		1.6	%
Total Investments				$	8,432,070	$	8,297,349	$	8,270,254		139.6	%

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

** Refer to Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”.

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

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	%

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	%

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	%

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	%

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	%

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	%

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	%

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

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	137,906		$	71,608		$	353,534		$	162,625
Net unrealized gain (loss)		(20,708	)		(3,442	)		2,802			4,323
Net realized gain (loss)		1,454			4,160			1,474			367
Net Increase (Decrease) in Net Assets Resulting from Operations		118,652			72,326			357,810			167,315
Distributions
Distributions declared from earnings⁽¹⁾		(128,421	)		(70,843	)		(336,522	)		(153,732	)
Net Decrease in Net Assets Resulting from Shareholders' Distributions		(128,421	)		(70,843	)		(336,522	)		(153,732	)
Capital Share Transactions
Issuance of common shares, net of offering and underwriting costs		163,941			649,978			2,494,452			1,224,920
Reinvestment of distributions		60,597			23,416			144,040			61,767
Net Increase in Net Assets Resulting from Capital Share Transactions		224,538			673,394			2,638,492			1,286,687
Total Increase in Net Assets		214,769			674,877			2,659,780			1,300,270
Net Assets, at beginning of period		5,709,856			2,097,972			3,264,845			1,472,579
Net Assets, at end of period	$	5,924,625		$	2,772,849		$	5,924,625		$	2,772,849

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

	For the Nine Months Ended September 30,
	2019			2018
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	357,810		$	167,315
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net		(3,497,458	)		(3,445,590	)
Proceeds from investments and investment repayments, net		1,049,582			1,168,034
Net amortization of discount on investments		(24,855	)		(18,399	)
Payment-in-kind interest		(12,084	)		(2,387	)
Net change in unrealized (gain) loss on investments		(2,970	)		(4,457	)
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies		168			134
Net realized (gain) loss on investments		(1,102	)		(234	)
Amortization of debt issuance costs		7,273			3,772
Amortization of offering costs		—			1,353
Changes in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		(23,261	)		19,900
(Increase) decrease in interest receivable		(25,854	)		(14,469	)
(Increase) decrease in receivable from a controlled affiliate		5,810			(2,768	)
(Increase) decrease in prepaid expenses and other assets		(17,518	)		(873	)
Increase (decrease) in management fee payable		711			2,171
Increase (decrease) in payables to affiliate		1,810			(27	)
Increase (decrease) in payables for investments purchased		(1,553	)		24,875
Increase (decrease) in fair value of interest rate swap attributed to unsecured notes		17,403			—
Increase (decrease) in accrued expenses and other liabilities		15,500			10,622
Net cash used in operating activities		(2,150,588	)		(2,091,028	)
Cash Flows from Financing Activities
Borrowings on debt		3,170,376			2,367,915
Payments on debt		(3,278,100	)		(1,310,000	)
Debt issuance costs		(23,114	)		(6,747	)
Proceeds from issuance of common shares (net of underwriting costs)		2,495,851			1,226,857
Offering costs paid		(1,999	)		(535	)
Cash distributions paid to shareholders		(142,411	)		(54,659	)
Net cash provided by financing activities		2,220,603			2,222,831
Net increase (decrease) in cash and restricted cash (restricted cash of $6,956 and $1,393, respectively)		70,015			131,803
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 $12,969 and $4,031, respectively)	$	197,618		$	151,874

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

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 makes 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, and on August 2, 2019, the underwriters exercised their option to purchase an additional 1.5 million shares of common stock at a purchase price of $15.30 per share. Net of underwriting fees and offering costs, the Company received total cash proceeds of $164.0 million. The Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “ORCC” on July 18, 2019. In connection with the IPO, on July 22, 2019, the Company entered into a stock repurchase plan (the “Company 10b5-1 Plan”), to acquire up to $150 million in the aggregate of the Company’s common stock at prices below its net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Securities Exchange Act of 1934. The Company 10b5-1 Plan commenced on August 19, 2019.

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.

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 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.

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:

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:

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.

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

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 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 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 September 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.

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.

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.

Costs associated with the private placement offering of common shares of the Company were capitalized as deferred offering expenses and included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and were amortized over a twelve-month period from incurrence. The Company records 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.

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.

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.

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 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 2016 through 2018 tax years remain subject to examination by U.S. federal, state and local tax authorities.

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.

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”) or Wingspire Capital Holdings LLC (“Wingspire”). For further description of the Company’s investment in Sebago Lake, see Note 4 “Investments”. For further description of the Company’s investment in Wingspire, see Note 3 “Agreements and Related Party Transactions - Controlled/Affiliated Portfolio Companies”.

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.

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

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 nine months ended September 30, 2019, the Company incurred expenses of approximately $2.2 million and $5.1 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and nine months ended September 30, 2018, the Company incurred expenses of approximately $1.0 million and $2.6 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

As of September 30, 2019 and December 31, 2018, amounts reimbursable to the Adviser pursuant to the Administration Agreement were $4.7 million and $2.8 million, respectively.

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.

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 was 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 nine months ended September 30, 2019, management fees, net of $12.0 million and $12.0 million in management fee waivers, respectively, were $14.8 million and $45.4 million, respectively. For the three and nine months ended September 30, 2018, management fees were $13.3 million and $38.1 million, respectively

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

Following the IPO, the incentive fee consists 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 (which includes the IPO), 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 (which includes the IPO) 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.

While the Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, pursuant to the interpretation of the American Institute for Certified Public Accountants Technical Practice Aid for investment companies, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.

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 entire incentive fee (including, for the avoidance of doubt, both the portion of the incentive fee based on the Company’s income and the capital gains incentive fee).

For the three and nine months ended September 30, 2019, due to the fee waiver of $19.7 million and $19.7 million, respectively, the Company did not incur any performance based incentive fees on net investment income. There was no performance based incentive fees on net investment income for the three and nine months ended and September 30, 2018.

For the three and nine months ended September 30, 2019, the Company did not accrue performance based incentive fees (net of waivers) on capital gains. There was no performance based incentive fees on capital gains the three and nine months ended and September 30, 2018.

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 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.

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.

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 Company has made investments in two controlled/affiliated companies, Sebago Lake and Wingspire. For further description of Sebago Lake, see “Note 4. Investments”. Wingspire conducts its business through a wholly-owned subsidiary, Wingspire Capital LLC. Wingspire is an independent diversified direct lender focused on providing asset-based commercial finance loans and related senior secured loans to U.S.-based middle market borrowers. Wingspire offers a wide variety of asset-based financing solutions to businesses in an array of industries, including revolving credit facilities, machinery and equipment term loans, real estate term loans, first-in/last-out tranches, cash flow term loans, and opportunistic / bridge financings. The addition of Wingspire to the portfolio allows ORCC to participate in an asset class that offers differentiated yield with full collateral packages and covenants. Wingspire is led by a seasoned team of commercial finance veterans. The Company committed $50 million to Wingspire on September 24, 2019. The Company does not consolidate its equity interest in Wingspire.

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 September 30, 2019 and December 31, 2018:

Maryland		47-5402460
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

399 Park Avenue, 38^th Floor New York, New York		10022
(Address of principal executive offices)		(Zip Code)


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

		Page
PART I	FINANCIAL INFORMATION	2
Item 1.	Consolidated Financial Statements	2
	Consolidated Statements of Assets and Liabilities as of September 30, 2019 (Unaudited) and December 31, 2018	2
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	3
	Consolidated Schedules of Investments as of September 30, 2019 (Unaudited) and December 31, 2018	4
	Consolidated Statements of Changes in Net Assets for the Three and Nine Months Ended September 30, 2019 and 2018 (Unaudited)	23
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2019 and 2018 (Unaudited)	24
	Notes to Consolidated Financial Statements (Unaudited)	26
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	61
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	99
Item 4.	Controls and Procedures	100


PART II	OTHER INFORMATION	101
Item 1.	Legal Proceedings	101
Item 1A.	Risk Factors	101
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	103
Item 3.	Defaults Upon Senior Securities	103
Item 4.	Mine Safety Disclosures	103
Item 5.	Other Information	103
Item 6.	Exhibits	104
Signatures		105

($ 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

Supplemental and Non-Cash Information
Interest paid during the period	$	74,302	$	37,618
Subscriptions received in advance	$	—	$	1,937
Distributions declared during the period	$	336,522	$	153,732
Reinvestment of distributions during the period	$	144,040	$	61,767
Distributions Payable	$	128,421	$	70,851
Excise taxes paid	$	1,100	$	210


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Small reporting company	☐

Emerging growth company	☒

($ in thousands)	Fair value as of December 31, 2018		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)		Fair value as of September 30, 2019		Dividend Income		Other Income
Controlled Affiliates
Sebago Lake LLC	$	86,622	$	2,000	$	—	$	3,346	$	91,968	$	7,570	$	—
Wingspire Capital Holdings LLC		—		129		—		—		129		—		—
Total Controlled Affiliates	$	86,622	$	2,129	$	—	$	3,346	$	92,097	$	7,570	$	—

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
Wingspire Capital Holdings LLC^**	LLC Interest	September 24, 2019

	September 30, 2019				December 31, 2018
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	6,582,453	$	6,563,293	$	4,566,573	$	4,554,835
Second-lien senior secured debt investments		1,608,423		1,599,998		1,119,507