Document

As filed with the Securities and Exchange Commission on August 16, 2024

Securities Act File No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


Pre-Effective Amendment No.			o
Post-Effective Amendment No.			o

BLUE OWL CAPITAL CORPORATION

(Exact name of registrant as specified in charter)

399 Park Avenue

New York, NY 10022

(212) 419-3000

(Address and telephone number, including area code, of principal executive offices)

Jonathan Lamm

Chief Operating Officer and Chief Financial Officer

399 Park Avenue

New York, NY 10022

(Name and address of agent for service)

COPIES TO:


Cynthia M. Krus, Esq. Kristin H. Burns, Esq. Dwaune L. Dupree, Esq. Eversheds Sutherland (US) LLP 700 Sixth Street, NW Washington, DC 20004 Tel: (202) 383-0100			Monica J. Shilling, P.C. Nicole M. Runyan, P.C. Phillippa Bond, P.C. Kirkland & Ellis LLP 2049 Century Park East, Suite 3700 Los Angeles, CA 90067 Tel: (310) 552-4200			Eric S. Purple. Esq. Nicole Simon, Esq. Stradley Ronon Stevens & Young, LLP 2000 K St, NW Washington DC 20004 Tel: (202) 822-9611

Approximate Date of Proposed Public Offering: As soon as practicable after this registration statement becomes effective and upon completion of the merger described in the enclosed document.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the U.S. Securities and Exchange Commission. We may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where such offer or sale is not permitted.

PRELIMINARY – SUBJECT TO COMPLETION – DATED AUGUST 16, 2024

BLUE OWL CAPITAL CORPORATION

399 Park Avenue

New York, NY 10022

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

[ ], 20[__]

Dear Shareholder:

On behalf of our Board of Directors (the “Board”) and our entire team, I am pleased to invite you to attend the special meeting of shareholders (the “OBDC Special Meeting”) of Blue Owl Capital Corporation (“OBDC”) to be held virtually on [ ], 20[ ] at [ ] [a.m.], Eastern Time, at the following website www.[ ].com.

Only holders of common stock of OBDC (“OBDC Shareholders”) of record as of the close of business on [ ] are entitled to notice of, and to vote at, the OBDC Special Meeting, or any adjournment(s) or postponement(s) thereof.

At the OBDC Special Meeting, you will be asked to:

(i)approve the issuance of shares of OBDC common stock, par value $0.01 per share (“OBDC Common Stock”) pursuant to the Agreement and Plan of Merger dated as of August 7, 2024 (the “Merger Agreement”) by and among OBDC, a Maryland corporation, Cardinal Merger Sub Inc., a Maryland corporation and wholly owned subsidiary of OBDC (“Merger Sub”), Blue Owl Capital Corporation III, a Maryland corporation (“OBDE”), Blue Owl Credit Advisors LLC, a Delaware limited liability company (“OBDC Adviser”) (for the limited purposes set forth therein) and Blue Owl Diversified Credit Advisors LLC, a Delaware limited liability company (“OBDE Adviser”) (for the limited purposes set forth therein) (such proposal is referred to herein as the “Merger Stock Issuance Proposal”);

(ii)approve the Fourth Amended and Restated Investment Advisory Agreement between OBDC and OBDC Adviser (the “New OBDC Investment Advisory Agreement”) on the terms described in the accompanying joint proxy statement/prospectus (such proposal is referred to herein as the “Advisory Agreement Amendment Proposal”). The New OBDC Investment Advisory Agreement is amended to exclude the impact of purchase accounting adjustments resulting from any purchase premium or discount paid for the acquisition of assets in a merger from the calculation of the income incentive fee and the capital gains incentive fee, and to delete certain provisions and remove references to items which by their terms are not applicable to OBDC as a result of OBDC’s listing on the New York Stock Exchange.

The Board, including all of the independent directors, and upon recommendation of a committee of the Board comprised solely of the independent directors, unanimously recommends that you vote “FOR” the approval of the Merger Stock Issuance Proposal. The Board, including all of the independent directors, also unanimously recommends that you vote “FOR” the approval of the Advisory Agreement Amendment Proposal.

The approval of the Merger Stock Issuance Proposal is not contingent on the approval of the Advisory Agreement Amendment Proposal and the approval of the Advisory Agreement Amendment Proposal is not contingent on the approval of the Merger Stock Issuance Proposal. Closing of the Mergers (as defined below) is contingent upon OBDC Shareholder approval of the Merger Stock Issuance Proposal, approval by the holders of common stock of OBDE (“OBDE Shareholders”) of a proposal to adopt the Merger Agreement and certain other closing conditions.

OBDC and OBDE are proposing a combination of both companies by a series of mergers and related transactions pursuant to the Merger Agreement pursuant to which Merger Sub will merge with and into OBDE with OBDE continuing as the surviving company (the “Initial Merger”). Immediately following the Initial Merger, OBDE, as the surviving company, would merge with and into OBDC with OBDC continuing as the surviving company (the “Second Merger” and together, with the Initial Merger, the “Mergers”).

Subject to the terms and conditions of the Merger Agreement, if the Mergers are completed, each holder of OBDE common stock, par value $0.01 per share (“OBDE Common Stock”), issued and outstanding immediately prior to the effective time of the Mergers will have the right to receive, for each share of OBDE Common Stock, a number of shares of OBDC Common Stock, equal to the Exchange Ratio (as defined below), provided, that the Exchange Ratio shall be appropriately adjusted if, between the Determination Date (as defined below) and the effective time of the Mergers, the respective outstanding shares of OBDC Common Stock or OBDE Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issue tender or exchange offer, combination or exchange of shares or similar transaction, or if a stock dividend or dividend payable in any other securities or similar distribution shall be authorized and declared with a record date within such period.

As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the closing of the Initial Merger (such date, the “Determination Date”) each of OBDC and OBDE will deliver to the other a calculation of its net asset value (“NAV”) as of such date (such calculation with respect to OBDC, the “Closing OBDC NAV” and such calculation with respect to OBDE, the “Closing OBDE NAV”), in each case based on the same assumptions and methodologies, and applying the same categories of adjustments to NAV (except as may be mutually agreed by the parties) historically used by OBDC or OBDE, as applicable, in preparing the calculation of NAV per share of OBDC Common Stock or OBDE Common Stock, as applicable (with an accrual for any dividends declared and not yet paid). The Closing OBDC NAV and Closing OBDE NAV, as applicable, will be updated under the circumstances set forth in the Merger Agreement.

The Exchange Ratio will be calculated as follows:

(i)if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV (each, as defined in the Merger Agreement) is less than or equal to 100%, then the Exchange Ratio shall be the quotient (rounded to the fourth nearest decimal) of the OBDE Per Share NAV and the OBDC Per Share NAV;

(ii)if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is greater than 100% but less than or equal to 104.50%, then the Exchange Ratio shall be equal to the quotient (rounded to the fourth nearest decimal) of (A) the product of (x) the OBDE Per Share NAV (as defined in the Merger Agreement) and (y) the sum of (i) 1.00 and (ii) 50% of the difference between (a) the quotient of (I) the OBDC Common Stock Price and (II) the OBDC Per Share NAV and (b) 1.00 and (B) the OBDC Common Stock Price; or

(iii)if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is greater than 104.5%, then the Exchange Ratio shall be equal to the quotient (rounded to the fourth nearest decimal) of (A) the product of (x) the OBDE Per Share NAV and (y) 102.25% and (B) the OBDC Common Stock Price.

The following scenarios provide an illustration of the mechanics of the Exchange Ratio based on the ratio of the OBDC Common Stock Price to the OBDC Per Share NAV, or the OBDC P/NAV, as of the determination of the Exchange Ratio, which will occur on the Determination Date:


OBDC P/NAV at Merger Close			Exchange Ratio Formula
OBDC P/NAV ≤ 100%			Exchange Ratio = OBDE Per Share NAV / OBDC Per Share NAV
100% < OBDC P/NAV ≤ 104.50%			Exchange Ratio = OBDE Per Share NAV × (1+50% × (OBDC P/NAV-1))/OBDC Price
OBDC P/NAV > 104.50%			Exchange Ratio = (OBDE Per Share NAV × (1+2.25%))/OBDC Price

Illustrative Exchange Ratio Calculations Using OBDC Per Share NAV and OBDE Per Share NAV as of June 30, 2024


	Scenario #1	Scenario #2	Scenario #3
OBDC Common Stock Price	$14.55	$16.05	$16.90
OBDC Per Share NAV	$15.36	$15.36	$15.36
OBDC P/NAV	94.7%	104.5%	110.0%
OBDE Per Share NAV	$15.56	$15.56	$15.56
Exchange Ratio	$15.56 / $15.36 = 1.0128	($15.56 × (1 + 50% × (104.5%-1))) / $16.05 = 0.9910	($15.56 × (1+2.25%)) / $16.90 = 0.9414
	Each OBDE Shareholder would receive 1.0128 shares of OBDC per OBDE share	Each OBDE Shareholder would receive 0.9910 shares of OBDC per OBDE share	Each OBDE Shareholder would receive 0.9414 shares of OBDC per OBDE share

No fractional shares of OBDC Common Stock will be issued, and holders of OBDE Common Stock will receive cash in lieu of fractional shares.

The market value of the consideration to be received by OBDE Shareholders will fluctuate with changes in the market price of OBDC Common Stock. You are urged to obtain current market quotations of OBDC Common Stock. OBDC Common Stock trades on the New York Stock Exchange (“NYSE”) under the ticker symbol “OBDC.” The following table shows the closing sale price of OBDC Common Stock, as reported on the NYSE on August 6, 2024, the last trading day before the execution of the Merger Agreement.


	OBDC Common Stock
Closing NYSE Sales Price on August 6, 2024	$	14.81

The notice of the OBDC Special Meeting and joint proxy statement/prospectus accompanying this letter provide a further outline of the Mergers and the business to be conducted at the OBDC Special Meeting.

Your vote is extremely important! Your immediate response will help avoid potential delays and expenses associated with soliciting shareholder votes. I urge you to complete, date and sign the enclosed proxy card and return it promptly in the enclosed postage-prepaid envelope at your earliest convenience to assure that your shares are represented at the OBDC Special Meeting. If you prefer, you can authorize your proxy through the internet or by telephone as described in the accompanying joint proxy statement/prospectus and on the enclosed proxy card.


Sincerely yours,

Craig W. Packer
Chief Executive Officer and Director

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the shares of OBDC Common Stock to be issued under this joint proxy statement/prospectus or determined if this joint proxy statement/prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [ ], 20[__] and it is first being mailed or otherwise delivered to OBDC Shareholders on or about [ ], 20[__] .



Blue Owl Capital Corporation 399 Park Avenue New York, NY 10022 (212) 419-3000			Blue Owl Capital Corporation III 399 Park Avenue New York, NY 10022 (212) 419-3000

BLUE OWL CAPITAL CORPORATION

399 Park Avenue

New York, NY 10022

(212) 419-3000

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [ ], 20[__]

Notice is hereby given to the owners of shares of common stock (the “OBDC Shareholders”) of Blue Owl Capital Corporation (“OBDC”) that:

A Special Meeting of Shareholders (the “OBDC Special Meeting”) of OBDC will be held virtually on [ ], 20[__] at [ ], Eastern Time, at the following website: www.[ ].com for OBDC Shareholders to consider and vote on:

(i)the issuance of shares of OBDC common stock, par value $0.01 per share (“OBDC Common Stock”) pursuant to the Agreement and Plan of Merger, dated as of August 7, 2024 (the “Merger Agreement”), by and among OBDC, a Maryland corporation, Cardinal Merger Sub Inc., a Maryland corporation and wholly owned subsidiary of OBDC (“Merger Sub”), Blue Owl Capital Corporation III, a Maryland corporation (“OBDE”), Blue Owl Credit Advisors LLC, a Delaware limited liability company (“OBDC Adviser”) (for the limited purposes set forth therein) and Blue Owl Diversified Credit Advisors LLC, a Delaware limited liability company (“OBDE Adviser”) (for the limited purposes set forth therein) (such proposal is referred to herein as the “Merger Stock Issuance Proposal”); and

(ii)a proposal to approve the Fourth Amended and Restated Investment Advisory Agreement between OBDC and OBDC Adviser (the “New OBDC Investment Advisory Agreement”) on the terms described in the accompanying joint proxy statement/prospectus (such proposal is referred to herein as the “Advisory Agreement Amendment Proposal” and together, with the Merger Stock Issuance Proposal, the “OBDC Proposals”) The New OBDC Investment Advisory Agreement is amended to exclude the impact of purchase accounting adjustments resulting from any purchase premium or discount paid for the acquisition of assets in a merger from the calculation of the income incentive fee and the capital gains incentive fee, and to delete certain provisions and remove references to items which by their terms are not applicable to OBDC as a result of OBDC’s listing on the New York Stock Exchange .

The approval of the Merger Stock Issuance Proposal is not contingent on the approval of the Advisory Agreement Amendment Proposal and the approval of the Advisory Agreement Amendment Proposal is not contingent on the approval of the Merger Stock Issuance Proposal. Closing of the Mergers is contingent upon OBDC Shareholder approval of the Merger Stock Issuance Proposal, approval by holders of common stock of OBDE(“OBDE Shareholders”) of a proposal to adopt the Merger Agreement and certain other closing conditions. If the Mergers do not close, the OBDC Common Stock will not be issued pursuant to the Merger Stock Issuance Proposal, even if approved by OBDC Shareholders.

Pursuant to the Merger Agreement, Merger Sub will merge with and into OBDE, with OBDE continuing as the surviving company (the “Initial Merger”), followed immediately by the merger of OBDE with and into OBDC, with OBDC as the surviving company (the “Second Merger” and together, with the Initial Merger, the “Mergers”). Subject to the terms and conditions of the Merger Agreement, if the Initial Merger is completed, each holder of OBDE common stock, par value $0.01 per share (“OBDE Common Stock”), issued and outstanding immediately prior to the effective time of the Initial Merger will have the right to receive, for each share of OBDE Common Stock, a number of shares of OBDC Common Stock equal to the Exchange Ratio (as defined below), provided, that the Exchange Ratio shall be adjusted if, between the Determination Date (as defined below) and the effective time of the Mergers, the respective outstanding shares of OBDC Common Stock or OBDE Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issue tender or exchange offer, combination or exchange of shares, or similar transaction or if a stock dividend or dividend payable in any other securities or similar distribution shall be authorized and declared with a record date within such period.

Under the terms of the Merger Agreement, the “Exchange Ratio” is calculated by taking into account the per share net asset value (“NAV”) of OBDC (the “OBDC Per Share NAV”) and the adjusted per share NAV of OBDE (the “OBDE Per Share NAV”), as well as the closing price per share of OBDC Common Stock on the NYSE on a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the closing of the Initial Merger (such date, the “Determination Date”) or, if the NYSE is closed, the most recent trading day (the “OBDC Common Stock Price”). See “Summary of the Merger—Merger Consideration” in the joint proxy statement/prospectus accompanying this letter for a full description of the determination of the Exchange Ratio pursuant to the Merger Agreement.

Enclosed is a copy of the joint proxy statement/prospectus and the proxy card. You have the right to receive notice of, and to vote at, the OBDC Special Meeting if you were an OBDC Shareholder of record at the close of business on [ ], 20[__] . Whether or not you expect to be present virtually at the OBDC Special Meeting, please sign the enclosed proxy and return it promptly in the envelope provided, or authorize your proxy via the internet or telephone. Instructions are shown on the proxy card.

Your vote is extremely important to OBDC. In the event there are not sufficient votes for a quorum or to approve the proposals at the time of the OBDC Special Meeting, the OBDC Special Meeting may be adjourned in order to permit further solicitation of proxies by OBDC.

The Mergers and the Merger Agreement are each described in more detail in this joint proxy statement/prospectus, which you should read carefully and in its entirety before authorizing a proxy to vote. A copy of the Merger Agreement is attached to this joint proxy statement/prospectus as Annex A.

THE OBDC BOARD OF DIRECTORS (THE “OBDC BOARD”), INCLUDING, AFTER SEPARATE MEETINGS AND DISCUSSION, ALL OF THE INDEPENDENT DIRECTORS, AND UPON RECOMMENDATION OF A COMMITTEE OF THE OBDC BOARD COMPRISED SOLELY OF THE INDEPENDENT DIRECTORS OF OBDC (THE “OBDC SPECIAL COMMITTEE”), HAS UNANIMOUSLY APPROVED THE MERGER STOCK ISSUANCE PROPOSAL AND UNANIMOUSLY RECOMMENDS THAT OBDC SHAREHOLDERS VOTE “FOR” THE MERGER STOCK ISSUANCE PROPOSAL.

THE OBDC BOARD, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, HAS UNANIMOUSLY APPROVED THE ADVISORY AGREEMENT AMENDMENT PROPOSAL AND UNANIMOUSLY RECOMMENDS THAT OBDC SHAREHOLDERS VOTE “FOR” THE ADVISORY AGREEMENT AMENDMENT PROPOSAL.


			By Order of the OBDC Board of Directors,

			Neena A. Reddy
			Secretary [ ], 20[__]

This is an important meeting. To ensure proper representation at the meeting, please promptly authorize a proxy over the internet or by telephone, or execute and return the accompanying proxy card, which is being solicited by the OBDC Board. Instructions are shown on the proxy card. Authorizing a proxy is important to ensure a quorum at the OBDC Special Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by attending the OBDC Special Meeting and voting virtually. In addition to the use of mail, directors, officers and regular employees of OBDC Adviser, without special compensation therefor, may solicit proxies personally or by telephone, electronic mail, facsimile or other electronic means from OBDC Shareholders. The address of OBDC Adviser is 399 Park Avenue, 37th Floor, New York, NY 10022.

Important notice regarding the availability of proxy materials for the OBDC Special Meeting, OBDC’s joint proxy statement/prospectus and the proxy card are available at www.[ ].com.

BLUE OWL CAPITAL CORPORATION III

399 Park Avenue

New York, NY 10022

MERGER PROPOSED – YOUR VOTE IS VERY IMPORTANT

[ ], 20[__]

Dear Shareholder:

On behalf of our Board of Directors (the “Board”) and our entire team, I am pleased to invite you to attend the special meeting of shareholders (the “OBDE Special Meeting”) of Blue Owl Capital Corporation III (“OBDE”), to be held virtually on [ ], 20[__] at [ ] [a.m.], Eastern Time, at the following website www.[ ].com.

Only holders of common stock of OBDE (“OBDE Shareholders”) of record as of the close of business on [ ] are entitled to notice of, and to vote at, the OBDE Special Meeting, or any adjournment(s) or postponement(s) thereof.

At the OBDE Special Meeting, you will be asked to adopt the Agreement and Plan of Merger, dated as of August 7, 2024 (the “Merger Agreement”), by and among OBDE, Blue Owl Capital Corporation, a Maryland Corporation (“OBDC”), Cardinal Merger Sub Inc., a Maryland corporation and wholly owned subsidiary of OBDC (“Merger Sub”), Blue Owl Credit Advisors LLC, a Delaware limited liability company (“OBDC Adviser”) (for the limited purposes set forth therein), and Blue Owl Diversified Credit Advisors LLC, a Delaware limited liability company (for the limited purposes set forth therein) (such proposal is referred to herein as the “Merger Proposal”).

Closing of the Mergers (as defined below) is contingent upon OBDE Shareholder approval of the Merger Proposal, approval by OBDC shareholders of the issuance of shares of OBDC common stock, par value $0.01 per share (“OBDC Common Stock”) pursuant to the Merger Agreement and certain other closing conditions.

As of a mutually agreed date no earlier than 48 hours (excluding Sundays and holidays) prior to the closing of the Initial Merger (such date, the “Determination Date”) each of OBDC and OBDE will deliver to the other a calculation of its net asset value (“NAV”) as of such date (such calculation with respect to OBDC, the “Closing OBDC NAV” and such calculation with respect to OBDE, the “Closing OBDE NAV”), in each case, based on the same assumptions and methodologies, and applying the same categories of adjustments to NAV (except as may be mutually agreed by the parties) historically used by OBDC or OBDE, as applicable, in preparing the calculation of NAV per share of OBDC Common Stock or OBDE Common Stock, as applicable (with an accrual for any dividends declared and not yet paid). The Closing OBDC NAV and Closing OBDE NAV, as applicable, will be updated under the circumstances set forth in the Merger Agreement.

The Exchange Ratio will be calculated as follows:

(ii)if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is greater than 100% but less than or equal to 104.50%, then the Exchange Ratio shall be equal to the quotient (rounded to the fourth nearest decimal) of (A) the product of (x) the OBDE Per Share NAV and (y) the sum of (i) 1.00 and (ii) 50% of the difference between (a) the quotient of (I) the OBDC Common Stock Price and (II) the OBDC Per Share NAV and (b) 1.00 and (B) the OBDC Common Stock Price; or


OBDC P/NAV at Merger Close			Exchange Ratio Formula
OBDC P/NAV ≤ 100%			Exchange Ratio = OBDE Per Share NAV / OBDC Per Share NAV
100% < OBDC P/NAV ≤ 104.50%			Exchange Ratio = OBDE Per Share NAV × (1+50% × (OBDC P/NAV-1))/OBDC Price
OBDC P/NAV > 104.50%			Exchange Ratio = (OBDE Per Share NAV × (1+2.25%))/OBDC Price

Illustrative Exchange Ratio Calculations Using OBDC Per Share NAV and OBDE Per Share NAV as of June 30, 2024


	Scenario #1	Scenario #2	Scenario #3
OBDC Common Stock Price	$14.55	$16.05	$16.90
OBDC Per Share NAV	$15.36	$15.36	$15.36
OBDC P/NAV	94.7%	104.5%	110.0%
OBDE Per Share NAV	$15.56	$15.56	$15.56
Exchange Ratio	$15.56 / $15.36 = 1.0128	($15.56 × (1 + 50% × (104.5%-1))) / $16.05 = 0.9910	($15.56 × (1+2.25%)) / $16.90 = 0.9414
	Each OBDE Shareholder would receive 1.0128 shares of OBDC per OBDE share	Each OBDE Shareholder would receive 0.9910 shares of OBDC per OBDE share	Each OBDE Shareholder would receive 0.9414 shares of OBDC per OBDE share

No fractional shares of OBDC Common Stock will be issued, and holders of OBDE Common Stock will receive cash in lieu of fractional shares.


	OBDC Common Stock
Closing NYSE Sales Price on August 6, 2024	$	14.81

The notice of the OBDE Special Meeting and joint proxy statement/prospectus accompanying this letter provide a further outline of the Mergers and the business to be conducted at the OBDE Special Meeting.

Your vote is extremely important! Your immediate response will help avoid potential delays and expenses associated with soliciting shareholder votes. I urge you to complete, date and sign the enclosed proxy card and return it promptly in the enclosed postage-prepaid envelope at your earliest convenience to assure that your shares are represented at the OBDE Special Meeting. If you prefer, you can authorize your proxy through the internet or by telephone as described in the accompanying joint proxy statement/prospectus and on the enclosed proxy card.


Sincerely yours,

Craig W. Packer
Chief Executive Officer and Director

This joint proxy statement/prospectus is dated [ ], 20[__] and it is first being mailed or otherwise delivered to OBDE Shareholders on or about [ ], 20[__] .



Blue Owl Capital Corporation 399 Park Avenue New York, NY 10022 (212) 419-3000			Blue Owl Capital Corporation III 399 Park Avenue New York, NY 10022 (212) 419-3000

BLUE OWL CAPITAL CORPORATION III

399 Park Avenue

New York, NY 10022

(212) 419-3000

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON [ ], 20[__]

Notice is hereby given to the owners of shares of common stock (the “OBDE Shareholders”) of Blue Owl Capital Corporation III (“OBDE”) that:

A Special Meeting of Shareholders (the “OBDE Special Meeting”) of OBDE will be held virtually on [ ], 20[ ] at [ ], Eastern Time, at the following website: www.[ ].com for OBDE Shareholders to approve the Agreement and Plan of Merger, dated as of August 7, 2024 (the “Merger Agreement”), by and among Blue Owl Capital Corporation, a Maryland corporation (“OBDC”), Cardinal Merger Sub Inc., a Maryland corporation and wholly owned subsidiary of OBDC (“Merger Sub”), OBDE, a Maryland corporation, Blue Owl Credit Advisors LLC, a Delaware limited liability company (for the limited purposes set forth therein) and Blue Owl Diversified Credit Advisors LLC, a Delaware limited liability company (“OBDE Adviser”) (for the limited purposes set forth therein).

Closing of the Mergers is contingent upon OBDE Shareholder approval of the Merger Proposal, approval by OBDC shareholders of the issuance of shares of OBDC Common Stock pursuant to the Merger Agreement and certain other closing conditions.

Pursuant to the Merger Agreement, Merger Sub will merge with and into OBDE, with OBDE continuing as the surviving company (the “Initial Merger”), followed immediately by the merger of OBDE with and into OBDC, with OBDC as the surviving company (the “Second Merger” and together, with the Initial Merger, the “Mergers”) (such proposal is referred to herein as the “Merger Proposal”). Subject to the terms and conditions of the Merger Agreement, if the Initial Merger is completed, each holder of OBDE common stock, par value $0.01 per share (“OBDE Common Stock”), issued and outstanding immediately prior to the effective time of the Initial Merger will have the right to receive, for each share of OBDE Common Stock, a number of shares of OBDC common stock, par value $0.01 per share (“OBDC Common Stock”) equal to the Exchange Ratio (as defined below), provided, that the Exchange Ratio shall be adjusted if, between the Determination Date (as defined below) and the effective time of the Mergers, the respective outstanding shares of OBDC Common Stock or OBDE Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issue tender or exchange offer, combination or exchange of shares,or similar transaction, or if a stock dividend or dividend payable in any other securities or similar distribution shall be authorized and declared with a record date within such period.

Enclosed is a copy of the joint proxy statement/prospectus and the proxy card. You have the right to receive notice of, and to vote at, the OBDE Special Meeting if you were an OBDE Shareholder of record at the close of business on [ ], 20[__] . Whether or not you expect to be present virtually at the OBDE Special Meeting, please sign the enclosed proxy and return it promptly in the envelope provided, or authorize your proxy via the internet or telephone. Instructions are shown on the proxy card.

Your vote is extremely important to us. In the event there are not sufficient votes for a quorum or to approve the proposal at the time of the OBDE Special Meeting, the OBDE Special Meeting may be adjourned in order to permit further solicitation of proxies by OBDE.

THE OBDE BOARD, INCLUDING, AFTER SEPARATE MEETINGS AND DISCUSSION, ALL OF THE INDEPENDENT DIRECTORS, AND UPON RECOMMENDATION OF A COMMITTEE OF THE OBDE BOARD OF DIRECTORS COMPRISED SOLELY OF THE INDEPENDENT DIRECTORS OF OBDE (THE “OBDE SPECIAL COMMITTEE”) UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL.


			By Order of the OBDE Board of Directors,

			Neena A. Reddy
			Secretary
			[ ], 20[__]

This is an important meeting. To ensure proper representation at the meeting, please promptly authorize a proxy over the internet or by telephone, or execute and return the accompanying proxy card, which is being solicited by the OBDE Board. Instructions are shown on the proxy card. Authorizing a proxy is important to ensure a quorum at the OBDE Special Meeting. Proxies may be revoked at any time before they are exercised by submitting a written notice of revocation or a subsequently executed proxy, or by attending the OBDE Special Meeting and voting virtually. In addition to the use of mail, directors, officers and regular employees of OBDE

Adviser, without special compensation therefor, may solicit proxies personally or by telephone, electronic mail, facsimile or other electronic means from OBDE Shareholders. The address of OBDE Adviser is 399 Park Avenue, 37th Floor, New York, NY 10022.

Important notice regarding the availability of proxy materials for the OBDE Special Meeting, OBDE’s joint proxy statement/prospectus and the proxy card are available at www.[ ].com.

TABLE OF CONTENTS


			Page

ABOUT THIS DOCUMENT			1

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS AND THE MERGERS			4

SUMMARY OF THE MERGERS			14

RISK FACTORS			28

COMPARATIVE FEES AND EXPENSES			35

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			38

THE OBDC SPECIAL MEETING			41

THE OBDE SPECIAL MEETING			44

CAPITALIZATION			47

THE MERGERS			48

DESCRIPTION OF THE MERGER AGREEMENT			88

ACCOUNTING TREATMENT OF THE MERGERS			108

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			109

OBDC PROPOSAL I: APPROVAL OF THE MERGER STOCK ISSUANCE PROPOSAL			120

OBDC PROPOSAL II: APPROVAL OF THE ADVISORY AGREEMENT AMENDMENT PROPOSAL			121

OBDE PROPOSAL: APPROVAL OF THE MERGER PROPOSAL			127

MARKET PRICE, DIVIDEND AND DISTRIBUTION INFORMATION			128

BUSINESS OF OBDC			131

FINANCIAL HIGHLIGHTS OF OBDC			132

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF OBDC .			133

SENIOR SECURITIES OF OBDC			134

PORTFOLIO COMPANIES OF OBDC			138

MANAGEMENT AGREEMENTS OF OBDC			160

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF OBDC			161

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS OF OBDC			164

MANAGEMENT OF OBDC AND OF OBD E			166

PORTFOLIO MANAGEMENT OF OBDC AND OBDE			177
BUSINESS OF OBDE			181

FINANCIAL HIGHLIGHTS OF OBDE			182

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF OBD E			183

SENIOR SECURITIES OF OBD E			184

PORTFOLIO COMPANIES OF OBD E			186

MANAGEMENT AGREEMENTS OF OBD E			207

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF OBD E			208


			Page
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS OF OBD E			211

DESCRIPTION OF CAPITAL STOCK OF OBDC			213

DESCRIPTION OF CAPITAL STOCK OF OBD E			221

OBDC DIVIDEND REINVESTMENT PLAN			229

OBDE DIVIDEND REINVESTMENT PLAN			230

COMPARISON OF OBDC AND OBDE SHAREHOLDER RIGHTS			231

REGULATION			237

CUSTODIAN, TRANSFER AND DISTRIBUTION AND PAYING AGENT AND REGISTRAR OF OBDC AND OBDE			238

BROKERAGE ALLOCATION AND OTHER PRACTICES			239

LEGAL MATTERS			240

EXPERTS			241

OTHER MATTERS			242

SHAREHOLDERS SHARING AN ADDRESS			243

WHERE YOU CAN FIND MORE INFORMATION			244

INCORPORATION BY REFERENCE FOR OBDC			245

INCORPORATION BY REFERENCE FOR OBDE			246

ANNEX A: MERGER AGREEMENT			A-i

ANNEX B: OPINION OF FINANCIAL ADVISOR TO THE OBDC SPECIAL COMMITTEE			B-1

ANNEX C: OPINION OF FINANCIAL ADVISOR TO THE OBDE SPECIAL COMMITTEE			C-1

ANNEX D: FORM OF NEW OBDC INVESTMENT ADVISORY AGREEMENT			D-1

PART C: OTHER INFORMATION			PC -1

ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form N-14 filed with the U.S. Securities and Exchange Commission (the “SEC”) by OBDC (File No. 333-[ ]), constitutes a prospectus of OBDC under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of OBDC Common Stock to be issued to OBDE Shareholders as required by the Merger Agreement.

This document also constitutes a joint proxy statement of OBDC and OBDE under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a notice of meeting with respect to: (1) a special meeting of OBDC Shareholders (the “OBDC Special Meeting”), at which OBDC Shareholders will be asked to vote upon the issuance of the OBDC Common Stock pursuant to the Merger Agreement (such proposal, the “Merger Stock Issuance Proposal”) and the adoption of the Fourth Amended And Restated Investment Advisory Agreement between OBDC and OBDC Adviser (the “Advisory Agreement Amendment Proposal” and together, with the Merger Stock Issuance Proposal, the “OBDC Proposals”); and (2) a special meeting of OBDE Shareholders (the “OBDE Special Meeting”), at which OBDE Shareholders will be asked to vote on the adoption of the Merger Agreement, pursuant to which the Mergers will be completed (such proposal, the “Merger Proposal”).

You should rely only on the information contained in this joint proxy statement/prospectus, including in determining how to vote your share of OBDC Common Stock or OBDE Common Stock, as applicable. No one has been authorized to provide you with information that is different from that contained in this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [ ], 20[__] . You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this joint proxy statement/prospectus to OBDC Shareholders or OBDE Shareholders nor the issuance of OBDC Common Stock in connection with the Mergers will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

Except where the context otherwise indicates, information contained in this joint proxy statement/prospectus regarding OBDC has been provided by OBDC and information contained in this joint proxy statement/prospectus regarding OBDE has been provided by OBDE.

When used in this document, unless otherwise indicated in this document or the context otherwise requires:

•“Advisers” refers, collectively, to OBDC Adviser and OBDE Adviser;

•“BDC” refers to a business development company;

•“BofA Securities” refers to BofA Securities, Inc., a financial advisor to the OBDC Special Committee;

•“Blue Owl” refers, collectively, to the activities and operations of Blue Owl Capital Inc., of which OBDC Adviser and OBDE Adviser are indirect affiliates;

•“Closing OBDC NAV” refers to the calculation of OBDC’s NAV as of the Determination Date, calculated in good faith as of such date and based on the same assumptions and methodologies, and applying the same categories of adjustments to NAV (except as may be mutually agreed by the parties), historically used by OBDC in preparing the calculation of NAV per share of OBDC Common Stock (with an accrual for any dividend declared by OBDC and not yet paid);

•“Closing OBDE NAV” refers to the calculation of OBDE’s NAV as of the Determination Date, calculated in good faith as of such date and based on the same assumptions and methodologies, and applying the same categories of adjustments to NAV (except as may be mutually agreed by the parties), historically used by OBDE in preparing the calculation of the net asset value per share of OBDE Common Stock (with an accrual for any dividend declared by OBDE and not yet paid);

•“Code” refers to the Internal Revenue Code of 1986, as amended;

•“Current OBDC Investment Advisory Agreement” refers to the Third Amended and Restated Investment Advisory Agreement, dated May 18, 2021, by and between OBDC and OBDC Adviser;

•“Determination Date” refers to an agreed upon date no more than 48 hours (excluding Sundays and holidays) prior to the closing of the Initial Merger;

•“Effective Time” refers to the effective time of the Initial Merger;

•“ING” refers to ING Financial Markets LLC, a co-financial advisor to the OBDC Special Committee;

•“Initial Merger” refers to the merger of Merger Sub with and into OBDE, with OBDE as the surviving company;

•“KBW” refers to Keefe, Bruyette & Woods, Inc., financial advisor to the OBDE Special Committee;

•“Merger Agreement” refers to the Agreement and Plan of Merger, dated August 7, 2024, by and among OBDC, Merger Sub, OBDE, OBDC Adviser (for the limited purposes set forth therein) and OBDE Adviser (for the limited purposes set forth therein);

•“Mergers” refers to the Initial Merger, together with, unless the context otherwise requires, the Second Merger;

•“Merger Sub” refers to Cardinal Merger Sub Inc., a wholly owned subsidiary of OBDC;

•“MUFG” refers to MUFG Bank, Ltd., a co-financial advisor to the OBDC Special Committee;

•“NAV” refers to net asset value;

•“OBDC” refers to Blue Owl Capital Corporation and, where applicable, its consolidated subsidiaries;

•“OBDC Adviser” refers to Blue Owl Credit Advisors LLC, the investment adviser to OBDC;

•“OBDC Board” refers to the board of directors of OBDC;

•“OBDC Common Stock” refers to shares of OBDC common stock, par value $0.01 per share;

•“OBDC Common Stock Price” refers to the closing price per share of OBDC Common Stock on the NYSE on either the Determination Date or, if the NYSE is closed, the most recent trading day;

•“OBDC Independent Directors” refers to the independent members of the OBDC Board in their capacity as such;

•“OBDC Per Share NAV” refers to the quotient of (i) the Closing OBDC NAV divided by (ii) the number of shares of OBDC Common Stock issued and outstanding as of the Determination Date;

•“OBDC Shareholders” refers to the holders of OBDC Common Stock;

•“OBDC Special Committee” refers to the special committee of the OBDC Board comprised of the OBDC Independent Directors;

•“OBDE” refers to Blue Owl Capital Corporation III and, where applicable, its consolidated subsidiaries;

•“OBDE Adviser” refers to Blue Owl Diversified Credit Advisors LLC , the investment adviser to OBDE;

•“OBDE Board” refers to the board of directors of OBDE;

•“OBDE Common Stock” refers to shares of OBDE common stock, par value $0.01 per share;

•“OBDE Independent Directors” refers to the independent members of the OBDE Board in their capacity as such;

•“OBDE Investment Advisory Agreement” refers to the Amended and Restated Investment Advisory Agreement, dated as of May 18, 2021, by and between OBDE and OBDE Adviser;

•“OBDE Per Share NAV” refers to the quotient of (i) the Closing OBDE NAV divided by (ii) the number of shares of OBDE Common Stock issued and outstanding as of the Determination Date;

•“OBDE Shareholders” refers to the holders of OBDE Common Stock;

•“OBDE Special Committee” refers to the special committee of the OBDE Board comprised of the OBDE Independent Directors;

•“New OBDC Investment Advisory Agreement” refers to the proposed Fourth Amended And Restated Investment Advisory Agreement by and between OBDC and OBDC Adviser;

•“RIC” refers to a regulated investment company;

•“Second Effective Time” refers to the effective time of the Second Merger;

•“Second Merger” refers to the merger of OBDE, as the surviving company of the Initial Merger, with and into OBDC, with OBDC as the surviving company;

•“SMBC” refers to SMBC Nikko Securities America, Inc., co-financial advisor to the OBDE Special Committee; and

•“Truist” refers to Truist Securities, Inc., a financial advisor to the OBDC Special Committee.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS AND THE MERGERS

The questions and answers below highlight only selected information from this joint proxy statement/prospectus. They do not contain all of the information that may be important to you. You should read carefully this entire document to fully understand the Merger Agreement and the transactions contemplated thereby (including the Mergers) and the voting procedures for each of the OBDC Special Meeting and the OBDE Special Meeting.

Questions and Answers about the Special Meetings

Q: Why am I receiving these materials?

A: OBDC is furnishing these materials in connection with the solicitation of proxies by the OBDC Board for use at the OBDC Special Meeting to be held virtually on [ ], 20[ ] at [ ]:00 a.m., Eastern Time, at the following website: www.[ ].com, and any adjournments or postponements thereof.

OBDE is furnishing these materials in connection with the solicitation of proxies by the OBDE Board for use at the OBDE Special Meeting to be held virtually on [ ], 20[ ] at [ ]:00 a.m., Eastern Time, at the following website: www.[ ].com, and any adjournments or postponements thereof.

This joint proxy statement/prospectus and the accompanying materials are being mailed on or about [ ], 20[__] to shareholders of record of OBDC and OBDE described below and are available at www.[ ].com.

Q: What items will be considered and voted on at the OBDC Special Meeting?

A: At the OBDC Special Meeting, OBDC Shareholders will be asked to approve (i) the Merger Stock Issuance Proposal and (ii) the Advisory Agreement Amendment Proposal.

Q: What items will be considered and voted on at the OBDE Special Meeting?

A: At the OBDE Special Meeting, OBDE Shareholders will be asked to approve the Merger Proposal.

Q: How does the OBDC Board recommend voting on the proposals at the OBDC Special Meeting?

A: After careful consideration, on the recommendation of the OBDC Special Committee, the OBDC Board unanimously approved the Merger Agreement, including the Mergers and the related transactions. The OBDC Board, including each of the OBDC Independent Directors, also approved the New OBDC Investment Advisory Agreement. The OBDC Board, including each of the OBDC Independent Directors, unanimously recommends that OBDC Shareholders vote “FOR” each of the OBDC Proposals.

Q: How does the OBDE Board recommend voting on the Merger Proposal at the OBDE Special Meeting?

A: After careful consideration, on the recommendation of the OBDE Special Committee, the OBDE Board unanimously approved the Merger Agreement, including the Initial Merger and the related transactions. The OBDE Board, including each of the OBDE Independent Directors, unanimously recommends that OBDE Shareholders vote “FOR” the Merger Proposal.

Q: If I am an OBDC Shareholder, what is the “Record Date” and what does it mean?

A: The record date for the OBDC Special Meeting is [ ], 20[__] (the “OBDC Record Date”). The OBDC Record Date is established by the OBDC Board, and only OBDC Shareholders at the close of business on the OBDC Record Date are entitled to receive notice of the OBDC Special Meeting and vote at the OBDC Special Meeting. As of the OBDC Record Date, there were [ ] shares of OBDC Common Stock outstanding.

Q: If I am an OBDE Shareholder, what is the “Record Date” and what does it mean?

A: The record date for the OBDE Special Meeting is [ ], 20[__] (the “OBDE Record Date”). The OBDE Record Date is established by the OBDE Board, and only OBDE Shareholders at the close of business on the OBDE Record Date are entitled to receive notice of the OBDE Special Meeting and vote at the OBDE Special Meeting. As of the OBDE Record Date, there were [ ] shares of OBDE Common Stock outstanding.

Q: If I am an OBDC Shareholder, how many votes do I have?

A: Each share of OBDC Common Stock held by a holder of record as of the OBDC Record Date has one vote on each matter to be considered at the OBDC Special Meeting.

Q: If I am an OBDE Shareholder, how many votes do I have?

A: Each share of OBDE Common Stock held by a holder of record as of the OBDE Record Date has one vote on each matter to be considered at the OBDE Special Meeting.

Q: If I am an OBDC Shareholder, how do I participate in the OBDC Special Meeting and vote?

A: An OBDC Shareholder may vote virtually at the OBDC Special Meeting or by proxy in accordance with the instructions provided below. An OBDC Shareholder may also authorize a proxy by telephone or through the internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the internet requires you to input the 16-digit control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or internet link.

•By internet : www.[ ].com

•By telephone : [ ] to reach a toll-free, automated touchtone voting line, or [ ] Monday through Friday [ ]:00. a.m. until [ ]:00 p.m. Eastern Time to reach a toll-free, live operator line.

•By mail : You may vote by proxy by following the directions and indicating your instructions on the enclosed proxy card, dating and signing the proxy card, and promptly returning the proxy card in the envelope provided, which requires no postage if mailed in the United States. Please allow sufficient time for your proxy card to be received on or prior to 11:59 p.m., Eastern Time, on [ ], 20[__].

Important notice regarding the availability of proxy materials for the OBDC Special Meeting, this joint proxy statement/prospectus and the proxy card are available at www.[ ].com.

Q: If I am an OBDE Shareholder, how do I participate in the OBDE Special Meeting and vote?

A: An OBDE Shareholder may vote virtually at the OBDE Special Meeting or by proxy in accordance with the instructions provided below. An OBDE Shareholder may also authorize a proxy by telephone or through the internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the internet requires you to input the 16-digit control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or internet link.

•By internet : www.[ ].com

•By telephone : [ ] to reach a toll-free, automated touchtone voting line, or [ ] Monday through Friday [ ]:00. a.m. until [ ]:00 p.m. Eastern Time to reach a toll-free, live operator line.

envelope provided, which requires no postage if mailed in the United States. Please allow sufficient time for your proxy card to be received on or prior to 11:59 p.m., Eastern Time, on [ ], 20[__].

Important notice regarding the availability of proxy materials for the OBDE Special Meeting, this joint proxy statement/prospectus and the proxy card are available at www.[ ].com.

Q: What if an OBDC Shareholder does not specify a choice for a matter when authorizing a proxy?

A: All properly executed proxies representing shares of OBDC Common Stock received prior to the OBDC Special Meeting will be voted in accordance with the instructions marked thereon. If a proxy card is signed and returned without any instructions marked, the shares of OBDC Common Stock will be voted “FOR” each of the OBDC Proposals.

Q: What if an OBDE Shareholder does not specify a choice for a matter when authorizing a proxy?

A: All properly executed proxies representing shares of OBDE Common Stock at the OBDE Special Meeting will be voted in accordance with the directions given. If the enclosed proxy card is signed and returned without any directions given, the shares of OBDE Common Stock will be voted “FOR” the Merger Proposal.

Q: If I am an OBDC Shareholder, how can I change my vote or revoke a proxy?

A: You may revoke your proxy and change your vote by giving notice at any time before your proxy is exercised. A revocation may be effected by resubmitting voting instructions via the internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the OBDC Special Meeting, or by a notice, provided in writing and signed by you, delivered to OBDC’s Secretary on any business day before the date of the OBDC Special Meeting.

Q: If I am an OBDE Shareholder, how can I change my vote or revoke a proxy?

A: You may revoke your proxy and change your vote by giving notice at any time before your proxy is exercised. A revocation may be effected by resubmitting voting instructions via the internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the OBDE Special Meeting, or by a notice, provided in writing and signed by you, delivered to OBDE’s Secretary on any business day before the date of the OBDE Special Meeting.

Q: If my shares of OBDC Common Stock or OBDE Common Stock, as applicable, are held in a broker-controlled account or in “street name,” will my broker vote my shares for me?

A: No. You should follow the instructions provided by your broker on your voting instruction form. It is important to note that your broker will vote your shares only if you provide instructions on how you would like your shares to be voted at the applicable special meeting.

Q: What constitutes a “quorum” for the OBDC Special Meeting?

A: A majority of the outstanding shares of OBDC Common stock must be present or represented by proxy at the OBDC Special Meeting in order to have a quorum. If quorum is not met, the chairman of the OBDC Special Meeting may adjourn the OBDC Special Meeting to permit the further solicitation of proxies.

If there appears not to be enough votes for a quorum or to approve the OBDC Proposals at the OBDC Special Meeting, the chairman of the OBDC Special Meeting shall have the power to conclude or adjourn the OBDC Special Meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the OBDC Special Meeting.

Q: What constitutes a “quorum” for the OBDE Special Meeting?

A: A majority of the outstanding shares of OBDE Common stock must be present or represented by proxy at the OBDE Special Meeting in order to have a quorum. If quorum is not met, the chairman of the meeting may adjourn the OBDE Special Meeting to permit the further solicitation of proxies.

If there appears not to be enough votes for a quorum or to approve the Merger Proposal at the OBDE Special Meeting, the chairman of the OBDE Special Meeting shall have the power to conclude or adjourn the OBDE Special Meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the OBDE Special Meeting.

Q: What vote is required to approve the Merger Stock Issuance Proposal being considered at the OBDC Special Meeting?

A: The affirmative vote of the holders of a majority of the votes cast by OBDC Shareholders at the OBDC Special Meeting virtually or by proxy is required for approval of the Merger Stock Issuance Proposal (meaning that the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal.

Q: What vote is required to approve the Advisory Agreement Amendment Proposal being considered at the OBDC Special Meeting?

The affirmative vote of “a majority of the outstanding voting securities” (as defined under the Investment Company Act of 1940, as amended (the “1940 Act”)) of OBDC Common Stock is required to approve the Advisory Agreement Amendment Proposal. Under the 1940 Act, a “majority of the outstanding voting securities” of OBDC is the lesser of: (1) 67% of the shares of OBDC Common Stock present at the OBDC Special Meeting if the holders of more than 50% of the outstanding shares of OBDC Common Stock are present or represented by proxy, or (2) more than 50% of the outstanding shares of OBDC Common Stock. Abstentions will have the effect of a vote “against” this proposal.

Q: What vote is required to approve the Merger Proposal being considered at the OBDE Special Meeting?

A: The affirmative vote of the holders of a majority of the outstanding shares of OBDE Common Stock entitled to be cast at the OBDE Special Meeting is required to approve the Merger Proposal. Abstentions will have the effect of a vote “against” this proposal.

Q: If an OBDC Shareholder or OBDE Shareholder holds shares in “street name” through a broker, bank or other nominee, can they exercise voting discretion with respect to the OBDC Proposals or Merger Proposal?

A: If an OBDC Shareholder or OBDE Shareholder holds shares in “street name” through a broker, bank or other nominee, the broker, bank or nominee will not be permitted to exercise voting discretion with respect to the OBDC Proposals or the Merger Proposal, respectively, as these are non-routine proposals. Shares held by a broker or other nominee for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on non-routine proposals are considered “broker non-votes.” As the OBDC Proposals and the Merger Proposal are non-routine matters for OBDC and OBDE, respectively, no broker non-votes are expected.

Q: What will happen if the proposals being considered at the OBDC Special Meeting and the OBDE Special Meeting are not approved by the required vote?

A: As discussed in more detail in this joint proxy statement/prospectus, closing of the Mergers is conditioned on, among other things, (i) approval of the Merger Stock Issuance Proposal by OBDC Shareholders at the OBDC Special Meeting, (ii) approval of the Merger Proposal by OBDE Shareholders at the OBDE Special Meeting, and (iii) the receipt of any required regulatory and other approvals.

If the Merger Stock Issuance Proposal is not approved by OBDC Shareholders, then the Mergers will not close. If the Merger Proposal is not approved by OBDE Shareholders, then the Mergers will not close.

If the Mergers do not close because either OBDC Shareholders or OBDE Shareholders do not approve the applicable proposals or any of the other conditions to the closing of the Mergers are not satisfied or waived, each of OBDC and OBDE will continue to operate pursuant to the current agreements in place for each (unless, in the case of OBDC, the Advisory Agreement Amendment Proposal is approved), and each of OBDC’s and OBDE’s respective directors and executive officers will continue to serve as its directors and officers, respectively, until their successors are duly elected and qualified or their resignation.

The approval of the Advisory Agreement Amendment Proposal is not contingent on the approval of the Merger Stock Issuance Proposal, and the approval of the Advisory Agreement Amendment Proposal by OBDC Shareholders is not a condition to the closing of the Mergers.

Q: How will the final voting results be announced?

A: Preliminary voting results will be announced at each special meeting. Final voting results will be published by OBDC and OBDE in a current report on Form 8-K within four business days after the date of the OBDC Special Meeting and the OBDE Special Meeting, respectively.

Q: Will OBDC and OBDE incur expenses in soliciting proxies?

A: OBDC and OBDE will equally bear the cost of preparing, printing and mailing this joint proxy statement/prospectus and the applicable accompanying Notice of Special Meeting of Shareholders and proxy card. OBDC and OBDE intend to use the services of [ ] to aid in the distribution and collection of proxy votes. OBDC and OBDE expect to pay [ ] for such services. No additional compensation will be paid to directors, officers or regular employees for such services.

For more information regarding expenses related to the Mergers, see “Questions and Answers about the Merger—Who is responsible for paying the expenses relating to completing the Mergers?”

Q: What does it mean if I receive more than one proxy card?

A: Some of your shares of OBDC Common Stock or OBDE Common Stock, as applicable, may be registered differently or held in different accounts. You should authorize a proxy to vote the shares in each of your accounts by mail, by telephone or via the internet. If you mail proxy cards, please sign, date and return each proxy card to guarantee that all of your shares are voted.

Q: Are the proxy materials available electronically?

A: In accordance with regulations promulgated by the SEC, OBDC and OBDE have made the registration statement (of which this joint proxy statement/prospectus forms a part), the applicable Notice of Special Meeting of Shareholders and the applicable proxy card available to OBDC Shareholders and OBDE Shareholders on the internet. Shareholders may (i) access and review the proxy materials of OBDC and OBDE, as applicable, (ii) authorize their proxies, as described in “The OBDC Special Meeting—Voting of Proxies” and “The OBDE Special Meeting—Voting of Proxies” and/or (iii) elect to receive future proxy materials by electronic delivery via the internet address provided below.

The registration statement (of which this joint proxy statement/prospectus forms a part), each Notice of Special Meeting of Shareholders and each proxy card are available at www.[ ].com.

Q: Will my vote make a difference?

A: Yes. Your vote is needed to ensure the proposals can be acted upon. Your vote is very important. Your immediate response will help avoid potential delays and may save significant additional expenses associated with soliciting shareholder votes.

Q: Whom can I contact with any additional questions?

A: If you are an OBDC Shareholder or an OBDE Shareholder, you can contact OBDC’s or OBDE’s Investor Relations Departments at the below contact information with any additional questions:


			OBDC Investor Relations 399 Park Avenue New York, New York 10022 (212) 419-3000			OBDE Investor Relations 399 Park Avenue New York, New York 10022 (212) 419-3000

Q: Where can I find more information about OBDC and OBDE?

A: You can find more information about OBDC and OBDE in the documents described under the caption “Where You Can Find More Information.”

Q: What do I need to do now?

A: You are urged to read carefully this entire document, including its annexes and the documents incorporated by reference. You should also review the documents referenced under “Where You Can Find More Information” and consult with your accounting, legal and tax advisors.

Questions and Answers about the Mergers

Q: What will happen in the Initial Merger and Second Merger?

A: OBDE will be the surviving company of the Initial Merger and will continue its existence as a corporation under the laws of the State of Maryland until the Second Merger. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Immediately after the Effective Time, pursuant to the Second Merger, OBDE, as the surviving company of the Initial Merger, will merge with and into OBDC, with OBDC as the surviving entity.

Q: What will OBDE Shareholders receive in the Mergers?

A: At the Effective Time, each share of OBDE Common Stock issued and outstanding immediately prior to the Effective Time, except for shares, if any, owned by OBDC or any of its consolidated subsidiaries (the “Cancelled Shares”), shall be converted into the right to receive a number of OBDC Common Stock equal to the Exchange Ratio (as defined below) in connection with the closing of the Mergers.

Under the terms of the Merger Agreement, if the Mergers are completed, each holder of OBDE Common Stock, issued and outstanding immediately prior to the effective time of the Mergers will have the right to receive, for each share of OBDE Common Stock, a number of shares of OBDC Common Stock, based on an exchange ratio determined prior to closing of the Mergers that potentially values OBDE at a premium to its NAV with such premium-to-NAV subject to a cap of 2.25% (the “Merger Consideration”).

As described in more detail in this joint proxy statement/prospectus, the Exchange Ratio is calculated by taking into account the OBDC Per Share NAV and the OBDE Per Share NAV, as well as the OBDC Common Stock Price.

See “Summary of the Mergers—Merger Consideration” in the joint proxy statement/prospectus accompanying this letter for a full description of the determination of the Exchange Ratio pursuant to the Merger Agreement.

Q: What will happen to the existing transfer restrictions on OBDE Common Stock as a result of the Mergers?

A: If the Mergers close before January 24, 2025, any portion of the OBDE Common Stock outstanding prior to the Mergers subject to transfer restrictions (or “lock-ups”) will have the transfer restrictions waived immediately prior to the closing.

Q: Will there be other lock-ups in connection with the Mergers?

A: No.

Q: Is the Exchange Ratio subject to any adjustment?

A: Yes. The Exchange Ratio will be appropriately adjusted if, between the Determination Date and the Effective Time, the respective outstanding shares of OBDC Common Stock or OBDE Common Stock has been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities has been declared with a record date within such period.

Q: Who is responsible for paying the expenses relating to completing the Mergers?

A: In general, all fees and expenses incurred in connection with the Mergers will be paid by the person incurring such fees and expenses, whether or not the Mergers are consummated. However, OBDC and OBDE will equally bear the costs and expenses of printing and mailing this joint proxy statement/prospectus, all filing and other fees paid to the SEC in connection with the Mergers, all filings and other fees in connection with any filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”) and the fees and expenses of legal services to OBDE, OBDC and Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby. See “Description of the Merger Agreement—Expenses and Fees.”

Solely in the event the Mergers are consummated, OBDC Adviser will reimburse each of OBDC and OBDE for 50% of all fees and expenses incurred and payable by OBDE or on its behalf, on the one hand, or OBDC or on its behalf, on the other hand, in connection with or related to the Mergers or the Merger Agreement (including all documented fees and expenses of counsel, accountants, experts and consultants to OBDE or the OBDE Special Committee, on the one hand, or OBDC or the OBDC Special Committee, on the other hand) with the amount reimbursed by OBDC Adviser to be allocated among OBDC and OBDE in a mutually agreeable manner; provided, however, that the aggregated amount of such fees and expenses reimbursed by OBDC Adviser shall not exceed $4.25 million. If the Mergers are consummated, it is anticipated that OBDC will bear expenses of approximately $4.9 million in connection with the Mergers, and OBDE will bear expenses of approximately $2.3 million in connection with the Mergers.

Q: Will I receive dividends after the Mergers?

A: Subject to applicable legal restrictions and the sole discretion of the OBDC Board, OBDC intends to declare and pay regular cash distributions to its shareholders on a quarterly basis. For a history of the dividends and distributions paid by OBDC since January 1, 2021, see “Market Price, Dividend and Distribution Information—OBDC.” The amount and timing of past dividends and distributions are not a guarantee of any future dividends or distributions, or the amount thereof, the payment, timing and amount of which will be determined by the OBDC Board and depend on OBDC’s cash requirements, its financial condition and earnings, contractual restrictions, legal and regulatory considerations and other factors. See “OBDC Dividend Reinvestment Plan” for additional information regarding OBDC’s dividend reinvestment plan.

Following the Effective Time, the record holders of shares of OBDE Common Stock will be entitled to receive dividends or other distributions declared by the OBDC Board with a record date after the Effective

Time that are payable with respect to the whole shares of OBDC Common Stock represented by such shares of OBDE Common Stock. For a history of the dividends and distributions paid by OBDE since January 1, 2024, see “Market Price, Dividend and Distribution Information—OBDE.”

Q: Will there be an impact on OBDE’s dividends prior to completion of the Mergers?

A: Prior to the Closing Date, subject to the approval of the OBDE Board, OBDE will declare a dividend to OBDE Shareholders equal to any undistributed net investment company taxable income and net realized capital gain (if any), including capital gain realized on any securities disposed of in connection with the Mergers, estimated to be remaining as of the closing of Mergers. This will include any unpaid special dividends previously declared in conjunction with OBDE’s listing on the NYSE in January 2024 (the “OBDE Exchange Listing”). As of June 30, 2024, OBDE Shareholders would receive $0.24 per share of unpaid, previously declared special dividends, and an estimated $0.19 per share of additional undistributed income.

Q: Are the Mergers subject to any third-party consents?

A: Under the Merger Agreement, OBDC and OBDE have agreed to cooperate with each other and use their reasonable best efforts to take, or cause to be taken, in good faith, all actions, and to do, or cause to be done, all things necessary, including to obtain as promptly as practicable all permits, consents, approvals, confirmations and authorizations of all third parties, in each case, that are necessary or advisable, to consummate the transactions contemplated by the Merger Agreement, including the Mergers, in the most expeditious manner practicable. As of the date of this joint proxy statement/prospectus, OBDC and OBDE believe that, subject to the satisfaction of certain conditions, [they have obtained all necessary third-party consents] other than shareholder approval and certain lender and derivative counterparty consents. There can be no assurance that any permits, consents, approvals, confirmations or authorizations will be obtained or that such permits, consents, approvals, confirmations or authorizations will not impose conditions or requirements that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following the Mergers.

Q: How does OBDC’s investment objective and strategy differ from OBDE’s?

A: The investment objectives and strategies of OBDC and OBDE are identical. The investment objective of each of OBDC and OBDE is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. While OBDC and OBDE believe that current market conditions favor extending credit to middle-market companies in the United States, their investment strategy is intended to generate favorable returns across credit cycles with an emphasis on preserving capital. OBDC and OBDE each use the term “middle-market” to generally refer to companies having earnings before interest, taxes, depreciation and amortization (“EBITDA”) of between $10 million and $250 million annually and/or annual revenue of $50 million to $2.5 billion at the time of investment.

As a result of these commonalities, OBDC Adviser and OBDE Adviser do not anticipate any significant portfolio repositioning in connection with the Mergers.

Q: How will the combined company be managed following the Second Merger?

A: OBDC and OBDE have the same directors and officers. The directors of OBDC immediately prior to the Second Merger will remain the directors of OBDC and will hold office until their respective successors are duly elected and qualify, or their earlier death, resignation or removal. The officers of OBDC immediately prior to the Second Merger will remain the officers of OBDC and will hold office until their respective successors are duly appointed and qualify, or their earlier death, resignation or removal. OBDE Adviser is affiliated with OBDC Adviser. Following the Second Merger, OBDC Adviser will continue to be the investment adviser of OBDC.

Q: How will management and incentive fees at the combined company compare to management and incentive fees at OBDE?

A: The contractual management and incentive fees of OBDC and OBDE are identical. See “Item 1. Business – Investment Advisory Agreement – Compensation of the Adviser” respectively in Part I of each of OBDC’s Annual Report on Form 10-K and OBDE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional information on the calculation of each of OBDC’s and OBDE’s management fee under the OBDC Investment Advisory Agreement and the OBDE Investment Advisory Agreement. If the New OBDC Investment Advisory Agreement is approved, upon its effectiveness, the base management fee rate, capital gains incentive fee rate, and hurdle rate payable by OBDC will be the same as the base management fee rate, capital gains incentive fee rate, and hurdle rate paid by OBDE prior to the Mergers under the OBDE Investment Advisory Agreement. Pursuant to the New OBDC Investment Advisory Agreement, the calculation of the incentive fee based on income will be adjusted to exclude any amortization or accretion of any purchase premium or purchase discount to interest income resulting solely from the purchase accounting for any premium or discount paid for the acquisition of assets in a merger (the “New Income Incentive Fee”) and the calculation of the incentive fee on capital gains will be adjusted to exclude realized capital gains, realized capital losses or unrealized capital appreciation or depreciation resulting solely from the purchase accounting for any premium or discount paid for the acquisition of assets in a merger (the “New Capital Gains Incentive Fee”). For a more fulsome description of these changes, see “OBDC Proposal II: Approval of the Advisory Agreement Amendment Proposal.” For a comparison of the fees paid by OBDC, OBDE, and on a pro forma basis for the combined company, see “Comparative Fees and Expenses.” As described in the footnotes to the Comparative Fees and Expenses table, the table shows consistent fees payable on a pro forma basis for the combined company because OBDC and OBDE have substantially similar leverage and leverage targets, and the fees shown in the table are calculated, as is required by the relevant SEC rules applicable to the disclosure in the table, as a percentage of net assets attributable to common stock, rather than how they are calculated under the applicable investment advisory agreement. Under each of the New OBDC Investment Advisory Agreement, the Current OBDC Investment Advisory Agreement, and the OBDE Investment Advisory Agreement, base management fees are based on average adjusted gross assets at the end of the two most recently completed calendar quarters (excluding cash and cash equivalents and adjusted for any share issuances or repurchases during the applicable calendar quarter).

Q: Are OBDC Shareholders able to exercise appraisal rights?

A: No. OBDC Shareholders will not be entitled to exercise appraisal rights with respect to any matter to be voted upon at the OBDC Special Meeting. Any OBDC Shareholder may abstain from voting or vote against any of such matters.

Q: Are OBDE Shareholders able to exercise appraisal rights?

A: No. OBDE Shareholders will not be entitled to exercise appraisal rights with respect to any matter to be voted upon at the OBDE Special Meeting. Any OBDE Shareholder may abstain from voting or vote against any of such matters.

Q: When do you expect to complete the Initial Merger and Second Merger?

A: While there can be no assurance as to the exact timing, or that the Mergers will be completed at all, OBDC and OBDE are working to complete the Mergers in the first quarter of 2025. It is currently expected that the Mergers will be completed promptly following receipt of the required shareholder approvals at the OBDC Special Meeting and the OBDE Special Meeting and satisfaction of the other closing conditions set forth in the Merger Agreement. The Second Merger will occur immediately after the Initial Merger is completed.

Q: Are the Mergers expected to be taxable to OBDC Shareholders?

A: No. The Initial Merger and Second Merger are not expected to be a taxable event for OBDC Shareholders.

Q: Are the Mergers expected to be taxable to OBDE Shareholders?

A: No. The Initial Merger and Second Merger are intended to qualify as a “reorganization,” within the meaning of Section 368(a) of the Code. It is a condition to OBDC’s and OBDE’s respective obligations to complete the Mergers that each of them receives a legal opinion to that effect. OBDE Shareholders are not expected to recognize any gain or loss for U.S. federal income tax purposes on the exchange of shares of OBDE Common Stock for shares of OBDC Common Stock pursuant to the Initial Merger, except with respect to cash received in lieu of fractional shares of OBDC Common Stock. OBDE Shareholders should read the section entitled “Certain Material U.S. Federal Income Tax Considerations” for a more complete discussion of the U.S. federal income tax consequences of the Mergers. Tax matters can be complicated and the tax consequences of the Mergers to an OBDE Shareholder will depend on the particular tax situation of such Shareholder. OBDE Shareholders should consult with their own tax advisors to determine the tax consequences of the Mergers to them.

Q: What happens if the Mergers are not consummated?

A: If the Initial Merger is not approved by the requisite vote of OBDE Shareholders, or if the issuance of shares of OBDC Common Stock in connection with the Initial Merger is not approved by the requisite vote of OBDC Shareholders or if the Mergers are not completed for any other reason, OBDE Shareholders will not receive any payment for their shares of OBDE Common Stock in connection with the Mergers. Instead, OBDE will remain an independent company. In addition, the Merger Agreement also provides that, upon the termination of the Merger Agreement under certain circumstances, an unaffiliated third party acquiring OBDC or OBDE, as applicable, will be obligated to pay a termination fee of $57.6 million or $179.8 million, respectively. See “Description of the Merger Agreement—Termination of the Merger Agreement.”

If the Mergers are not consummated and the Advisory Agreement Amendment Proposal is approved, the New OBDC Investment Advisory Agreement will go into effect.

Q: Did the OBDC Board receive an opinion from the OBDC Special Committee’s financial advisor regarding the Exchange Ratio?

A: Yes, the OBDC Board received an opinion from BofA Securities. For more information, see “Annex B—Opinion of the OBDC Special Committee’s Financial Advisor.”

Q: Did the OBDE Board receive an opinion from the OBDE Special Committee’s financial advisor regarding the Exchange Ratio?

A: Yes, the OBDE Board received an opinion from KBW. For more information, see “Annex C—Opinion of the OBDE Special Committee’s Financial Advisor.”

SUMMARY OF THE MERGERS

This summary highlights selected information contained elsewhere in this joint proxy statement/prospectus and may not contain all of the information that is important to you. You should carefully read this entire joint proxy statement/prospectus, including the other documents to which this joint proxy statement/prospectus refers for a more complete understanding of the Mergers. In particular, you should read the annexes attached to this joint proxy statement/prospectus, including the Merger Agreement, which is attached as Annex A hereto, as it is the legal document that governs the Mergers. See the section entitled “Where You Can Find More Information” beginning on page 244. For a discussion of the risk factors you should carefully consider, see the section entitled “Risk Factors” beginning on page 28.

The Parties to the Mergers

Blue Owl Capital Corporation

399 Park Avenue

New York, NY 10022

(212) 419-3000

OBDC was formed on October 15, 2015 as a corporation under the laws of the State of Maryland. OBDC is a specialty finance company focused on lending to U.S. middle-market companies. OBDC invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and 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. OBDC’s investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. OBDC may hold its investments directly or through special purpose vehicles (“SPVs”). While OBDC’s management believes that current market conditions favor extending credit to middle-market companies in the United States, OBDC’s investment strategy is intended to generate favorable returns across credit cycles with an emphasis on preserving capital.

On July 22, 2019, OBDC closed its initial public offering (“IPO”) and its common stock began trading on the NYSE on July 18, 2019. Since July 6, 2023, OBDC Common Stock has traded on the NYSE under the symbol “OBDC.”

OBDC defines “middle-market companies” to generally mean companies with EBITDA between $10 million and $250 million annually, and/or annual revenue of $50 million to $2.5 billion at the time of investment. OBDC may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and syndicated loan markets. OBDC’s target credit investments will typically have maturities between three and ten years and generally range in size between $20 million and $250 million. The investment size will vary with the size of OBDC’s capital base.

OBDC targets portfolio companies where it can structure larger transactions. As of June 30, 2024, OBDC’s average debt investment size in each of its portfolio companies was approximately $57.4 million based on fair value. As of June 30, 2024, OBDC’s portfolio companies, excluding the investment in OBDC SLF LLC (“OBDC SLF”) and certain investments that fall outside of OBDC’s typical borrower profile representing 87.4% of its total debt portfolio based on fair value, had weighted average annual revenue of $876 million, weighted average annual EBITDA of $195 million, an average interest coverage of 1.6x and an average net loan-to value of 44%.

As of June 30, 2024, based on fair value, OBDC’s portfolio consisted of 75.4% first lien senior secured debt investments (of which 55% OBDC considers to be unitranche debt investments (including “last out” portions of such loans)), 6.3% second lien senior secured debt investments, 2.2% unsecured debt investments, 2.9% preferred equity investments, 10.3% common equity investments and 2.9% joint ventures. As of June 30, 2024, 96.5% of OBDC’s debt investments based on fair value are floating rate in nature and subject to interest rate floors. As of June 30, 2024, OBDC had investments in 212 portfolio companies, with an average investment size in each of OBDC’s portfolio companies of approximately $62.9 million based on fair value.

As of June 30, 2024, OBDC’s portfolio was invested across 31 different industries. The largest industry in OBDC’s portfolio as of June 30, 2024 was internet software and services, which represented, 11.4% of OBDC’s total portfolio, based on fair value.

OBDC is an externally managed, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. OBDC has elected to be treated, and intends to qualify annually, as a RIC under Subchapter M of the Code for U.S. federal income tax purposes. As a BDC and a RIC, OBDC is required to comply with certain regulatory requirements. As a BDC, at least 70% of OBDC’s assets must be assets of the type listed in Section 55(a) of the 1940 Act. OBDC will not invest more than 20% of its total assets in companies whose principal place of business is outside the United States.

OBDC generally intends to distribute, out of assets legally available for distribution, substantially all of its available earnings, on a quarterly basis, as determined by the OBDC Board in its sole discretion.

OBDC is advised by OBDC Adviser pursuant to the Current OBDC Investment Advisory Agreement. OBDC Adviser is an indirect affiliate of Blue Owl and part of Blue Owl’s Credit platform, which focuses on direct lending. See “About Blue Owl’s Credit Platform.” To achieve its investment objective, OBDC will leverage Blue Owl’s, and, in particular, OBDC Adviser’s investment team’s extensive network of relationships with other sophisticated institutions to source, evaluate and, as appropriate, partner with on transactions. There are no assurances that OBDC will achieve its investment objective.

OBDC may borrow money from time to time if immediately after such borrowing, the ratio of its total assets (less total liabilities other than indebtedness represented by senior securities) to its total indebtedness represented by senior securities plus preferred stock, if any, is at least 150%. This means that generally, OBDC can borrow up to $2 for every $1 of investor equity. OBDC currently has in place a senior secured revolving credit facility (the “OBDC Revolving Credit Facility”) and its wholly owned subsidiary is party to an asset credit facility, and in the future may enter into additional credit facilities. In addition, OBDC has outstanding unsecured notes, which were issued in registered offerings and in the future may issue additional unsecured notes. OBDC has also entered into seven term debt securitization transactions, also known as collateralized loan obligation transactions (“CLOs”) and in the future may enter into additional CLOs. OBDC expects to use its credit facilities and other borrowings, along with proceeds from the rotation of its portfolio, to finance its investment objectives.

Blue Owl Capital Corporation III

399 Park Avenue

New York, NY 10022

(212) 419-3000

OBDE is a Maryland corporation formed on January 27, 2020. OBDE is focused primarily on originating and making loans to, and debt and equity investments in middle-market companies based primarily in the United States. OBDE invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and 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. OBDE’s investment objective is to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. While OBDE’s management believes that current market conditions favor extending credit to middle-market companies in the United States, OBDE’s investment strategy is intended to generate favorable returns across credit cycles with an emphasis on preserving capital.

On January 25, 2024, OBDE Common Stock was listed and began trading on the NYSE under the symbol “OBDE.” Prior to listing on the NYSE, OBDE conducted private offerings of OBDE Common Stock to accredited investors in reliance on exemptions from the registration requirements of the Securities Act.

OBDE defines “middle-market companies” to generally mean companies with EBITDA between $10 million and $250 million annually, and/or annual revenue of $50 million to $2.5 billion at the time of investment. OBDE may on occasion invest in smaller or larger companies if an attractive opportunity presents itself, especially when there are dislocations in the capital markets, including the high yield and syndicated loan markets. OBDE generally

intends to invest in companies with a low loan-to-value ratio, which OBDE’s management considers to be 50% or below. OBDE targets portfolio companies where OBDE can structure larger transactions that comprise 1-2% of its portfolio (with no individual portfolio company generally expected to comprise greater than 5% of its portfolio). OBDE’s target credit investments will typically have maturities between three and ten years and generally range in size between $20 million and $250 million. The investment size will vary with the size of OBDE’s capital base. As of June 30, 2024, excluding certain investments that fall outside of OBDE’s typical borrower profile, OBDE’s portfolio companies representing 88.6% of OBDE’s total debt portfolio based on fair value, had weighted average annual revenue of $989 million and weighted average annual EBITDA of $214 million.

As of June 30, 2024, based on fair value, OBDE’s portfolio consisted of 85.0% first lien senior secured debt investments, 5.4% second lien senior secured debt investments, 1.5% unsecured debt investments, 3.6% preferred equity investments and 4.5% common equity investments. As of June 30, 2024, 97.5% of OBDE’s debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. As of June 30, 2024, OBDE had investments in 207 portfolio companies with an aggregate fair value of $4.35 billion. As of June 30, 2024, OBDE’s portfolio was invested across 29 different industries. The largest industries in OBDE’s portfolio as of June 30, 2024 were internet software and services and insurance, which represented, as a percentage of its portfolio, 13.2% and 10.4%, respectively, based on fair value. As of June 30, 2024, approximately 90% of OBDE’s investments are also held by OBDC.

As of June 30, 2024, OBDE’s average debt investment size in each of its portfolio companies was approximately $24.4 million based on fair value.

OBDE is advised by OBDE Adviser pursuant to the OBDE Investment Advisory Agreement. OBDE Adviser is an indirect affiliate of Blue Owl and part of Blue Owl’s Credit platform, which focuses on direct lending. See “About Blue Owl’s Credit Platform.” To achieve its investment objective, OBDE will leverage Blue Owl’s, and, in particular, OBDE Adviser’s investment team’s extensive network of relationships with other sophisticated institutions to source, evaluate and, as appropriate, partner with on transactions. There are no assurances that OBDE will achieve its investment objective.

Since OBDE Adviser’s affiliates began investment activities in April 2016 through June 30, 2024, OBDE Adviser or its affiliates have originated $118.2 billion aggregate principal amount of investments, of which $114.3 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either OBDE or a corporation or fund advised by OBDE Adviser or its affiliates.

OBDE is an externally managed, closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act. OBDE has elected to be treated, and intends to qualify annually, as a RIC under the Code for U.S. federal income tax purposes. As a BDC and a RIC, OBDE is required to comply with certain regulatory requirements. As a BDC, at least 70% of OBDE’s assets must be assets of the type listed in Section 55(a) of the 1940 Act.

OBDE generally intends to distribute, out of assets legally available for distribution, substantially all of its available earnings, on a quarterly basis, as determined by the OBDE Board in its sole discretion.

OBDE may borrow money from time to time if immediately after such borrowing, the ratio of its total assets (less total liabilities other than indebtedness represented by senior securities) to its total indebtedness represented by senior securities plus preferred stock, if any, is at least 150%. This means that generally, OBDE can borrow up to $2 for every $1 of investor equity. OBDE currently has in place a senior secured revolving credit facility (the “OBDE Revolving Credit Facility”) and certain of its wholly owned subsidiaries are party to three asset credit facilities, and in the future may enter into additional credit facilities. In addition, OBDE has issued unsecured notes and in the future may issue additional unsecured notes. OBDE has also entered into a term debt securitization transaction, also known as a CLO, and in the future may enter into additional CLOs. OBDE expects to use its credit facilities and other borrowings, along with proceeds from the rotation of its portfolio, to finance its investment objectives.

Cardinal Merger Sub Inc.

399 Park Avenue

New York, NY 10022

(212) 419-3000

Cardinal Merger Sub Inc. (“Merger Sub”) is a Maryland corporation and a newly formed, wholly owned subsidiary of OBDC and was formed in connection with and for the sole purpose of the Mergers.

Blue Owl Credit Advisors LLC

399 Park Avenue

New York, NY 10022

(212) 419-3000

OBDC Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) and, subject to the overall supervision of the OBDC Board, manages OBDC’s day-to-day operations, and provides investment advisory and management services to OBDC. OBDC Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. OBDC Adviser is responsible for managing OBDC’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring OBDC’s investments, and monitoring OBDC’s portfolio companies on an ongoing basis through a team of investment professionals. OBDC Adviser is a Delaware limited liability company and an indirect affiliate of Blue Owl and part of Blue Owl’s Credit platform, which focuses on direct lending. See “About Blue Owl’s Credit Platform.”

OBDC Adviser also serves as investment adviser to Blue Owl Capital Corporation II (“OBDC II”) and Blue Owl Credit Income Corp. (“OCIC”). The OBDC Adviser and its affiliates may face conflicts in the allocation of investment opportunities to OBDC and others. In order to address these conflicts, OBDC Adviser and its affiliates have put in place an investment allocation policy that addresses the allocation of investment opportunities as well as co-investment restrictions under the 1940 Act. See “Certain Relationships and Related Party Transactions of OBDC.”

Since its inception in April 2016 through June 30, 2024, OBDC Adviser and its affiliates have originated $118.2 billion aggregate principal amount of investments, of which $114.3 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either OBDC or a fund advised by OBDC Adviser or its affiliates.

OBDC Adviser also serves as OBDC’s administrator pursuant to an amended and restated administration agreement between OBDC and OBDC Adviser (the “OBDC Administration Agreement”). See “Comparative Fees and Expenses” and “Certain Relationships And Related Party Transactions Of OBDC” for a discussion of the fees and expenses OBDC pays to OBDC Adviser pursuant to the Current OBDC Investment Advisory Agreement and OBDC Administration Agreement.

Blue Owl Diversified Credit Advisors LLC

399 Park Avenue

New York, NY 10022

(212) 419-3000

OBDE Adviser is registered as an investment adviser under the Advisers Act and, subject to the overall supervision of the OBDE Board, manages OBDE’s day-to-day operations, and provides investment advisory and management services to OBDE. OBDE Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. OBDE Adviser is responsible for managing OBDE’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring OBDE’s investments, and monitoring OBDE’s portfolio companies on an ongoing basis through a team of investment professionals. OBDE Adviser is a Delaware limited liability company and is

registered as an investment adviser under the Advisers Act. OBDE Adviser is an indirect affiliate of Blue Owl and part of Blue Owl’s Credit platform. See “About Blue Owl’s Credit Platform.”

OBDE Adviser and its affiliates may face conflicts in the allocation of investment opportunities to OBDE and others. In order to address these conflicts, OBDE Adviser and its affiliates have put in place an investment allocation policy that addresses the allocation of investment opportunities as well as co-investment restrictions under the 1940 Act. See “Certain Relationships and Related Party Transactions of OBDE.”

Since OBDE Adviser’s affiliates began investment activities in April 2016 through June 30, 2024, OBDE Adviser and its affiliates have originated $118.2 billion aggregate principal amount of investments, of which $114.3 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was retained by either OBDE or a fund advised by OBDE Adviser or its affiliates.

OBDE Adviser also serves as OBDE’s administrator pursuant to an amended and restated administration agreement between OBDE and OBDE Adviser (the “OBDE Administration Agreement”). See “Comparative Fees and Expenses” and “Certain Relationships and Related Party Transactions Of OBDE” for a discussion of the fees and expenses OBDE pays to OBDE Adviser pursuant to the OBDE Investment Advisory Agreement and the OBDE Administration Agreement.

About Blue Owl’s Credit Platform

Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on acquiring equity stakes in and providing debt financing to institutional alternative asset managers, and (3) Real Estate, which focuses on triple net lease real estate strategies and real estate finance. Blue Owl’s Credit platform is comprised of OBDC Adviser, OBDE Adviser, Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC (“OTCA II”) and Blue Owl Capital Private Fund Advisors LLC (“OPFA” and together with OBDC Adviser, OBDE Adviser, OTCA and OTCA II the “Blue Owl Credit Advisers”), which are also registered investment advisers.

Blue Owl’s Credit platform is led by its three co-founders, Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer. Blue Owl’s Credit platform has four investment committees, each of which focuses on a specific investment strategy (Diversified Lending, Technology Lending, First Lien Lending and Opportunistic Lending). Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer and Alexis Maged sit on each of Blue Owl’s Credit platform’s investment committees. In addition to Messrs. Ostrover, Lipschultz, Packer and Maged, the Diversified Lending Investment Committee is comprised of Jeff Walwyn, Patrick Linnemann, Meenal Mehta and Logan Nicholson.

As of June 30, 2024, the Blue Owl Credit Advisers managed $95.1 billion in assets under management (“AUM”). The Blue Owl Credit Advisers focus on direct lending to middle market companies primarily in the United States across the following four investment strategies which are offered through BDCs, private funds and separately managed accounts:


Strategy	Funds	Assets Under Management
Diversified Lending. The diversified lending strategy seeks to generate current income and, to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns across credit cycles with an emphasis on preserving capital primarily through originating and making loans to, and making debt and equity investments in, U.S. middle market companies. The diversified lending strategy provides a wide range of financing solutions with strong focus on the top of the capital structure and operate this strategy through diversification by borrower, sector, sponsor, and position size.	The diversified lending strategy is primarily offered through four BDCs: OBDC, OBDE, OBDC II and OCIC.	As of June 30, 2024, the diversified lending strategy had $56.4 billion of assets under management.


Technology Lending. The technology lending strategy seeks to maximize total return by generating current income from debt investments and other income producing securities, and capital appreciation from equity and equity-linked investments primarily through originating and making loans to, and making debt and equity investments in, technology related companies based primarily in the United States. The technology lending strategy originates and invests in senior secured or unsecured loans, subordinated loans or mezzanine loans, and equity and equity-related securities including common equity, warrants, preferred stock and similar forms of senior equity, which may be convertible into a portfolio company’s common equity. The technology lending strategy invests in a broad range of established and high growth technology companies that are capitalizing on the large and growing demand for technology products and services. This strategy focuses on companies that operate in technology-related industries or sectors which include, but are not limited to, information technology, application or infrastructure software, financial services, data and analytics, security, cloud computing, communications, life sciences, healthcare, media, consumer electronics, semi-conductor, internet commerce and advertising, environmental, aerospace and defense industries and sectors.	The technology lending strategy is primarily offered through three BDCs: Blue Owl Technology Finance Corp. (“OTF”), Blue Owl Technology Income Corp. (“OTIC”) and Blue Owl Technology Finance Corp. II (“OTF II” and together with OBDC, OBDE, OBDC II, OCIC, OTF and OTIC, the “Blue Owl BDCs”).	As of June 30, 2024, the technology lending strategy had $22.4 billion of assets under management.

First Lien Lending. The first lien lending strategy seeks to realize current income with an emphasis on preservation of capital primarily through originating primary transactions in and, to a lesser extent, secondary transactions of first lien senior secured loans in or related to middle market businesses based primarily in the United States.	The first lien lending strategy is offered through private funds and separately managed accounts.	As of June 30, 2024, the first lien lending strategy had $4.6 billion of assets under management.

Opportunistic Lending. The opportunistic lending strategy seeks to generate attractive risk-adjusted returns by taking advantage of credit opportunities in U.S. middle-market companies with liquidity needs and market leaders seeking to improve their balance sheets. The opportunistic lending strategy focuses on high-quality companies that could be experiencing disruption, dislocation, distress or transformational change. The opportunistic lending strategy aims to be the partner of choice for companies by being well equipped to provide a variety of financing solutions to meet a broad range of situations, including the following: (i) rescue financing, (ii) new issuance and recapitalizations, (iii) wedge capital, (iv) debtor-in-possession loans, (v) financing for additional liquidity and covenant relief and (vi) broken syndications.	The opportunistic lending strategy is offered through private funds and separately managed accounts.	As of June 30, 2024, the opportunistic lending strategy had $2.5 billion of assets under management

The Blue Owl BDCs and the private funds and separately managed accounts managed by the Blue Owl Credit Advisers, are referred to as the “Blue Owl Credit Clients.” In addition to the Blue Owl Credit Clients, Blue Owl’s Credit platform includes a liquid credit strategy, which focuses on the management of collateralized loan obligations (“CLOs”). As of June 30, 2024, the liquid credit strategy had $7.8 billion of assets under management. Blue Owl’s Credit platform also employs various other investment strategies to pursue long-term capital appreciation and risk adjusted returns including (i) direct investments in strategic equity assets, with a focus on single-asset GP-led continuation funds, and (ii) mid-to-late-stage biopharmaceutical and healthcare companies. As of June 30, 2024, these strategies had $1.4 billion of assets under management.

Merger Structure

Pursuant to the terms of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into OBDE in accordance with the Maryland General Corporation Law (the “MGCL”). OBDE will be the surviving company in the Initial Merger and will continue its existence as a corporation under the laws of the State of Maryland. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Immediately after the occurrence of the Effective Time, at the Second Effective Time, in the Second Merger, OBDE, as the surviving company of the Initial Merger, will merge with and into OBDC in accordance with the MGCL, with OBDC as the surviving entity. As of the Second Effective Time, the separate corporate existence of OBDE will cease and OBDC will continue its existence as a corporation under the laws of the State of Maryland.

At the Effective Time, each share of OBDE Common Stock issued and outstanding immediately prior to the Effective Time, except for Cancelled Shares, if any, shall be converted into the right to receive a number of shares of OBDC Common Stock equal to the Exchange Ratio in connection with the closing of the Mergers.

The Merger Agreement is attached as Annex A to this joint proxy statement/prospectus and is incorporated by reference into this joint proxy statement/prospectus. OBDC and OBDE encourage their respective shareholders to read the Merger Agreement carefully and in its entirety, as it is the principal legal document governing the Mergers.

Merger Consideration

If the Mergers are consummated, each OBDE Shareholder will be entitled to receive a number of shares of OBDC Common Stock equal to the Exchange Ratio for each share of OBDE Common Stock, which Exchange Ratio will be appropriately adjusted if, between the Determination Date and the Effective Time, the respective outstanding shares of OBDC Common Stock or OBDE Common Stock have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issue tender or exchange offer, combination or exchange of shares or similar transaction, or if a stock dividend or dividend payable in any other securities or similar distribution has been declared with a record date within such period, in each case, to provide OBDC Shareholders and OBDE Shareholders the same economic effect as contemplated by the Merger Agreement prior to such event. Closing of the Mergers is contingent upon OBDC Shareholder approval of the Merger Stock Issuance Proposal, OBDE Shareholder approval of the Merger Proposal, and certain other closing conditions. No fractional shares of OBDC Common Stock will be issued, and holders of OBDE Common Stock will receive cash in lieu of fractional shares. If the Mergers are consummated before January 24, 2025, any portion of the OBDE Common Stock outstanding prior to the Mergers subject to transfer restrictions (or “lock-ups”) will have the transfer restrictions waived immediately prior to the Effective Time.

Under the terms of the Merger Agreement, the Exchange Ratio will be determined as of the Determination Date. As of the Determination Date, OBDC will deliver to OBDE its calculation of the Closing OBDC NAV and OBDE will deliver to OBDC its calculation of the OBDE Closing NAV, in each case based on the same assumptions and methodologies, and applying the same categories of adjustments to NAV (except as may be mutually agreed by the parties) historically used by OBDC or OBDE, as applicable, in preparing the calculation of NAV per share of OBDC Common Stock or OBDE Common Stock, as applicable (with an accrual for any dividends declared and not yet paid). The Closing OBDC NAV and Closing OBDE NAV, as applicable, will be updated under the circumstances set forth in the Merger Agreement.

The Exchange Ratio will be calculated as follows:

(i)if the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV is less than or equal to 100%, then the Exchange Ratio shall be the quotient (rounded to the fourth nearest decimal) of the OBDE Per Share NAV and the OBDC Per Share NAV;

50% of the difference between (a) the quotient of (I) the OBDC Common Stock Price and (II) the OBDC Per Share NAV and (b) 1.00 and (B) the OBDC Common Stock Price; or


OBDC P/NAV at Merger Close			Exchange Ratio Formula
OBDC P/NAV ≤ 100%			Exchange Ratio = OBDE Per Share NAV / OBDC Per Share NAV
100% < OBDC P/NAV ≤ 104.50%			Exchange Ratio = OBDE Per Share NAV × (1+50% × (OBDC P/NAV-1))/OBDC P
OBDC P/NAV > 104.50%			Exchange Ratio = (OBDE Per Share NAV × (1+2.25%))/OBDC P

Illustrative Exchange Ratio Calculations Using OBDC Per Share NAV and OBDE Per Share NAV as of June 30, 2024


	Scenario #1	Scenario #2	Scenario #3
OBDC Common Stock Price	$14.55	$16.05	$16.90
OBDC Per Share NAV	$15.36	$15.36	$15.36
OBDC P/NAV	94.7%	104.5%	110.0%
OBDE Per Share NAV	$15.56	$15.56	$15.56
Exchange Ratio	$15.56 / $15.36 = 1.0128	($15.56 × (1 + 50% × (104.5%-1))) / $16.05 = 0.9910	($15.56 × (1+2.25%)) / $16.90 = 0.9414
	Each OBDE Shareholder would receive 1.0128 shares of OBDC per OBDE share	Each OBDE Shareholder would receive 0.9910 shares of OBDC per OBDE share	Each OBDE Shareholder would receive 0.9414 shares of OBDC per OBDE share

Dividends and Distributions

Prior to the Effective Time, subject to the approval of the OBDE Board, OBDE will declare a dividend to OBDE Shareholders equal to any undistributed net investment company taxable income and net realized capital gain (if any), including capital gain realized on any securities disposed of in connection with the Mergers, estimated to be remaining as of the closing of Mergers. This will include any unpaid special dividends previously declared in conjunction with OBDE’s listing in January 2024. As of June 30, 2024, OBDE Shareholders would receive $0.24 per share of unpaid, previously declared special dividends, and an estimated $0.19 per share of additional undistributed income.

Following the Effective Time, the record holders of shares of OBDE Common Stock shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of OBDC Common Stock represented by such shares of OBDE Common Stock and not paid and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole shares of OBDC Common Stock represented by such shares of OBDE Common Stock with a record date after the Effective Time (but before the issuance of OBDC Common Stock issuable with respect to such shares of OBDE Common Stock) and with a payment date subsequent to the issuance of the OBDC Common Stock issuable with respect to such shares of OBDE Common Stock.

Market Price of Securities

Shares of OBDC Common Stock trade on the NYSE under the symbol “OBDC.” Shares of OBDE Common Stock trade on the NYSE under the symbol “OBDE.”

The following table presents the closing sales prices on August 6, 2024, the last trading day before the execution of the Merger Agreement and on [ ], 20[ ], the last trading day before printing this document and the most recently determined NAV per share of OBDC Common Stock and the most recently determined NAV per share of OBDE Common Stock.


	OBDC Common Stock		OBDE Common Stock
NAV per Share at June 30, 2024	$	15.36	$	15.56
Closing NYSE Sales Price on August 6, 2024	$	14.81	$	13.93
Closing NYSE Sales Price on [ ], 20[ ]	[ ]		[ ]

Risks Relating to the Mergers

The Mergers and the other transactions contemplated by the Merger Agreement are subject to, among others, the following risks. OBDC and OBDE Shareholders should carefully consider these risks before deciding how to vote on the proposals to be voted on at their respective special meetings.

•Because the trading price of OBDC Common Stock will fluctuate, OBDE Shareholders cannot be sure of the market value of the Merger Consideration they will receive until the date of the closing of the Mergers (the “Closing Date”).

•Sales of shares of OBDC Common Stock after the completion of the Mergers may cause the market price of OBDC Common Stock to decline.

•OBDE Shareholders and OBDC Shareholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers.

•OBDC may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.

•The Mergers may trigger certain “change of control” provisions and other restrictions in contracts of OBDC, OBDE or their respective affiliates, and the failure to obtain any required consents or waivers could adversely impact the combined company.

•The opinion delivered to the OBDC Special Committee and the OBDC Board and the opinion delivered to the OBDE Special Committee and the OBDE Board by the respective financial advisors to the OBDC Special Committee and the OBDE Special Committee prior to the signing of the Merger Agreement do not reflect changes in circumstances since the date of such opinions.

•If the Mergers do not close, neither OBDC nor OBDE will benefit from the expenses incurred in its pursuit.

•The termination of the Merger Agreement could negatively impact OBDC and OBDE.

•The Merger Agreement limits the ability of OBDC and OBDE to pursue alternatives to the Mergers.

•The Mergers are subject to closing conditions, including shareholder approvals, that, if not satisfied or waived, will result in the Mergers not being completed, which may result in material adverse consequences to OBDC’s and OBDE’s business and operations.

•OBDC and OBDE will be subject to operational uncertainties and contractual restrictions while the Mergers are pending.

•OBDC and OBDE may, to the extent legally allowed, waive one or more conditions to the Initial Merger without resoliciting shareholder approval.

•The market price of OBDC Common Stock after the Mergers may be affected by factors different from those affecting OBDC Common Stock currently.

•OBDC Shareholders and OBDE Shareholders do not have appraisal rights in connection with the Mergers.

•The announcement and pendency of the Mergers could adversely affect the business, financial results and operations of OBDC and OBDE.

•Any litigation filed against OBDC and OBDE in connection with the Mergers could result in substantial costs and could delay or prevent the Mergers from being completed.

•The Mergers may not be treated as a tax-free reorganization under Section 368(a) of the Code.

•OBDC is expected to be subject to an annual limitation on the use of OBDE’s capital loss carryforwards (and certain unrecognized built-in losses), if any.

•The combined company may incur adverse tax consequences if either OBDE or OBDC has failed or fails to qualify for taxation as a RIC for U.S. federal income tax purposes.

See the section entitled “Risk Factors—Risks Relating to the Mergers” below for a more detailed discussion of these factors.

Tax Consequences of the Mergers

The Mergers are intended to qualify as a “reorganization,” within the meaning of Section 368(a) of the Code, and it is a condition to OBDC’s and OBDE’s respective obligations to complete the Mergers that each of them receives a legal opinion to that effect. Accordingly, the Mergers are not expected to be a taxable event for either OBDC Shareholders or OBDE Shareholders for U.S. federal income tax purposes as to the shares of OBDC Common Stock OBDE Shareholders receive in the Mergers, except for any gain or loss that may result from the receipt of cash in lieu of fractional shares of OBDC Common Stock.

OBDE Shareholders should read the section entitled “Certain Material U.S. Federal Income Tax Considerations” for a more complete discussion of the U.S. federal income tax consequences of the Mergers. Tax matters can be complicated and the tax consequences of the Mergers to OBDE Shareholders will depend on their particular tax situation. Holders of OBDE Common Stock should consult with their own tax advisors to understand the tax consequences of the Mergers to them.

Special Meeting of OBDC Shareholders

OBDC plans to hold the OBDC Special Meeting to be held virtually on [ ], 20[ ] at [ ], Eastern Time, at the following website: www.[ ].com. At the OBDC Special Meeting, holders of OBDC Common Stock will be asked to approve the OBDC Proposals.

An OBDC Shareholder can vote at the OBDC Special Meeting if such shareholder owned shares of OBDC Common Stock at the close of business on the OBDC Record Date. As of that date, there were approximately [ ] shares of OBDC Common Stock outstanding and entitled to vote, approximately [ ] of which, or [ ]%, were owned beneficially or of record by directors and executive officers of OBDC.

Special Meeting of OBDE Shareholders

OBDE plans to hold the OBDE Special Meeting to be held virtually on [ ], 20[ ] at [ ], Eastern Time, at the following website: www.[ ].com. At the OBDE Special Meeting, holders of OBDE Common Stock will be asked to approve the Merger Proposal.

An OBDE Shareholder can vote at the OBDE Special Meeting if such shareholder owned shares of OBDE Common Stock at the close of business on the OBDE Record Date. As of that date, there were approximately [ ] shares of OBDE Common Stock outstanding and entitled to vote. Approximately [ ] of such total outstanding shares, or [ ]%, were owned beneficially or of record by directors and executive officers of OBDE.

OBDC Board Recommendation

The OBDC Board, upon recommendation of the OBDC Special Committee, comprised solely of the OBDC Independent Directors, has unanimously approved the Merger Agreement, including the Mergers and the related transactions. The OBDC Board, including each of the OBDC Independent Directors, also approve the New OBDC Investment Advisory Agreement. After careful consideration, the OBDC Board recommends that OBDC Shareholders vote “FOR” each of the OBDC Proposals.

OBDE Board Recommendation

The OBDE Board, upon recommendation of the OBDE Special Committee, comprised solely of the OBDE Independent Directors, has unanimously approved the Merger Agreement, including the Initial Merger and related transactions. After careful consideration, on the recommendation of the OBDE Special Committee, the OBDE Board recommends that OBDE Shareholders vote “FOR” the Merger Proposal.

Vote Required—OBDC

Each share of OBDC Common Stock held by a holder of record as of the OBDC Record Date has one vote on each matter considered at the OBDC Special Meeting.

The Merger Stock Issuance Proposal

The affirmative vote of the holders of a majority of the votes cast by OBDC Shareholders at the OBDC Special Meeting virtually or by proxy is required for approval of the Merger Stock Issuance Proposal (meaning that the number of shares voted “for” the proposal must exceed the number of shares voted “against” such proposal). Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal. The Merger Stock Issuance Proposal is a non-routine matter and so no broker non-votes are expected.

The Advisory Agreement Amendment Proposal

The affirmative vote of “a majority of the outstanding voting securities” (as defined under the 1940 Act) of OBDC Common Stock is required to approve the Advisory Agreement Amendment Proposal. Under the 1940 Act, a “majority of the outstanding voting securities” of OBDC is the lesser of: (1) 67% of shares of OBDC Common Stock present at the OBDC Special Meeting if the holders of more than 50% of the outstanding shares of OBDC Common Stock are present or represented by proxy or (2) more than 50% of the outstanding shares of OBDC Common Stock. Abstentions will have the effect of a vote “against” this proposal. The Advisory Agreement Amendment Proposal is a non-routine matter and so no broker non-votes are expected.

Vote Required— OBDE

Each share of OBDE Common Stock held by a holder of record as of the OBDE Record Date has one vote on the Merger Proposal considered at the OBDE Special Meeting.

The Merger Proposal

The approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of OBDE Common Stock entitled to be cast at the OBDE Special Meeting. Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes “against” the Merger Proposal. The Merger Proposal is a non-routine matter and so no broker non-votes are expected.

Completion of the Mergers

As more fully described in this joint proxy statement/prospectus and in the Merger Agreement, the completion of the Initial Merger depends on a number of conditions being satisfied or, where legally permissible, waived. For information on the conditions that must be satisfied or waived for the Mergers to occur, see “Description of the Mergers—Conditions to the Closing of the Mergers.” While there can be no assurances as to the exact timing, or that the Mergers will be completed at all, OBDC and OBDE are working to complete the Mergers in the first quarter of

2025. It is currently expected that the Mergers will be completed promptly following receipt of the required shareholder approvals at the OBDC Special Meeting and the OBDE Special Meeting and satisfaction of the other closing conditions set forth in the Merger Agreement. The Second Merger will occur immediately after the Initial Merger is completed.

Termination of the Mergers and Termination Fee

The Merger Agreement includes restrictions on the ability of OBDC and OBDE to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions (as more fully described in the section entitled “Description of the Mergers — Termination of the Merger Agreement”), which could have the effect of discouraging such proposals from being made or pursued. In addition, the Merger Agreement also contains certain termination rights in favor of OBDC and OBDE, including if the Mergers are not completed on or before August 6, 2025 or if the requisite approvals of OBDC Shareholders or OBDE Shareholders are not obtained. The Merger Agreement also provides that, upon the termination of the Merger Agreement, under certain circumstances, an unaffiliated third party acquiring OBDE or OBDC may be required to pay OBDC or OBDE, as applicable, a termination fee of approximately $57.6 million or $179.8 million, respectively.

Reasons for the Mergers—OBDC

The OBDC Board and the OBDC Special Committee consulted with OBDC’s management, OBDC Adviser, as well as its legal and other advisors and considered numerous factors, including the unanimous recommendation of OBDC Independent Directors, and determined that the Mergers are in OBDC’s best interests and the best interests of OBDC Shareholders, and that OBDC Shareholders will not suffer any dilution for purposes of Rule 17a-8 under the 1940 Act as a result of the Mergers. The OBDC Board and the OBDC Special Committee considered that the Exchange Ratio provides the opportunity for NAV per share accretion for OBDC if shares of OBDC Common Stock are trading at a premium to NAV per share on the Determination Date and, if that is the case, the value of the shares of OBDC Common Stock that would be issued to OBDE would be valued at a premium to OBDE Per Share NAV. The OBDC Special Committee and the OBDC Board considered that the Exchange Ratio provides that the number of shares of OBDC Common Stock to be issued to OBDE Shareholders pursuant to the Merger Agreement will be determined on a NAV-for-NAV basis if shares of OBDC Common Stock are not trading at a premium to NAV per share on the Determination Date.

Certain material factors considered by the OBDC Board and the OBDC Special Committee (comprised solely of the OBDC Independent Directors) that favored the conclusion of the OBDC Board and the OBDC Special Committee that the Mergers are in OBDC’s best interests and the best interests of OBDC Shareholders included, among others:

•the expected increased scale and diversification of the combined company;

•the potential for improved secondary market liquidity for the combined company;

•the acquisition of a known, diversified portfolio of assets;

•the well-balanced capital structure of the combined company and potential for increased access to long-term, low-cost, flexible debt capital;

•the potential for operational synergies via the elimination of redundant expenses post-closing;

•the expectation that the Mergers would be accretive to OBDC’s net investment income (“NII”) over time;

•the opportunity for accretion to the stand-alone NAV per share of OBDC;

•similarities in the investment strategies and risks of OBDC and OBDE;

•the continuity of the Blue Owl-affiliated management team;

•the tax consequences of the Mergers;

•no dilution for purposes of Rule 17a-8 under the 1940 Act;

•the potential benefits of the Mergers as compared to other strategic options;

•the opinion of BofA Securities, dated August 6, 2024, to the OBDC Special Committee as to the fairness, from a financial point of view and as of the date of the opinion, of the Exchange Ratio provided for in the Mergers, as more fully described below in the section entitled “Opinion of the OBDC Special Committee’s Financial Advisor”; and

•information provided by Truist, a financial advisor to the OBDC Special Committee, and MUFG and ING, co-financial advisors to the OBDC Special Committee.

The foregoing list does not include all the factors that the OBDC Board and the OBDC Special Committee considered in approving the proposed Mergers and the Merger Agreement and in recommending that OBDC Shareholders approve the issuance of shares of OBDC Common Stock necessary to effectuate the Mergers. For a further discussion of the material factors considered by the OBDC Board, see “The Mergers—Reasons for the Mergers.”

Reasons for the Mergers—OBDE

The OBDE Board and the OBDE Special Committee consulted with OBDE’s management, OBDE Adviser, as well as its legal and other advisors and considered numerous factors, including the unanimous recommendation of the OBDE Independent Directors, and determined that the Initial Merger is in OBDE’s best interests and the best interests of OBDE Shareholders, and that OBDE Shareholders will not suffer any dilution for purposes of Rule 17a-8 of the 1940 Act as a result of the Mergers. The OBDE Board and the OBDE Special Committee considered that the structure of the Exchange Ratio could result in consideration valued in excess of OBDE NAV to the extent the per share trading price of OBDC Common Stock as of the Determination Date exceeds the OBDC Per Share NAV. The OBDE Board and the OBDE Special Committee noted that if OBDC shares were not trading at a premium to NAV that a NAV-for-NAV exchange ratio would not result in any dilution to OBDE Shareholders for purposes of Rule 17a-8 under the 1940 Act. The OBDE Board and the OBDE Special Committee also noted that a premium-to-NAV transaction would result in accretion to OBDC Per Share NAV, and if that were the case, the value of the shares of OBDC Common Stock that would be issued to OBDE would be at a premium to OBDE Per Share NAV.

Certain material factors considered by the OBDE Board and the OBDE Special Committee (comprised solely of the OBDE Independent Directors) that favored the conclusion that the Initial Merger is in OBDE’s best interests and the best interests of OBDE Shareholders included, among others:

•the expected increased scale and diversification of the combined company;

•the potential for improved secondary market liquidity for the combined company;

•the merger with a known, diversified portfolio of assets;

•the well-balanced capital structure of the combined company and potential for increased access to long-term, low-cost, flexible debt capital;

•the potential for operational synergies;

•the potential for NII accretion over time;

•the potential premium of the consideration received by OBDE Shareholders to OBDE’s net asset value as of June 30, 2024;

•similarities in the investment strategies and risks of OBDC and OBDE;

•the continuity of the Blue Owl-affiliated management team;

•the tax consequences of the Mergers;

•no dilution for purposes of Rule 17a-8 under the 1940 Act;

•the potential benefits of the Mergers as compared to other strategic options;

•the opinion of KBW, dated August 6, 2024, to the OBDE Special Committee as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of OBDE Common Stock of the Exchange Ratio (as specified in such opinion) in the Initial Merger, as more fully described below in the section entitled “Opinion of the OBDE Special Committee’s Financial Advisor”; and

•information provided by SMBC, co-financial advisor to the OBDE Special Committee.

The foregoing list does not include all the factors that the OBDE Board and the OBDE Special Committee considered in approving the Mergers and the Merger Agreement and in recommending that OBDE Shareholders approve the Mergers and the Merger Agreement.

For a further discussion of the material factors considered by the OBDE Board and the OBDE Special Committee, see “The Mergers—Reasons for the Mergers.”

OBDE and OBDC Shareholders Do Not Have Appraisal Rights

Neither OBDE Shareholders nor OBDC Shareholders will be entitled to exercise appraisal rights in connection with the Mergers under the laws of the State of Maryland.

RISK FACTORS

In addition to the other information included in this document, shareholders should carefully consider the matters described below in determining whether to approve (i) in the case of OBDE Shareholders, the Merger Proposal and (ii) in the case of OBDC Shareholders, the OBDC Proposals. The information in “Item 1A. Risk Factors” in Part I of OBDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 is incorporated herein by reference for general risks related to OBDC. The information in “Item 1A. Risk Factors” in Part I of OBDE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 is incorporated herein by reference for general risks related to OBDE. The risks associated with an investment in OBDC and OBDE are substantially identical because OBDC and OBDE co-invest in transactions together and with affiliates of OBDC Adviser and OBDE Adviser and have the same investment objectives and strategies. The risks set out below and incorporated by reference herein, are not the only risks OBDC and OBDE and, following the Mergers, the combined company, face. Additional risks and uncertainties not currently known to OBDC or OBDE or that they currently deem to be immaterial also may materially adversely affect their or, following the Mergers, the combined company’s, business, financial condition or operating results. If any of the following events occur, OBDC or OBDE or, following the Mergers, the combined company’s, business, financial condition or results of operations could be materially adversely affected. See also “Incorporation by Reference for OBDC,” “Incorporation by Reference for OBDE” and “Where You Can Find More Information” in this joint proxy statement/prospectus.

Risks Relating to the Mergers

Because the market price of OBDC Common Stock will fluctuate, OBDE Shareholders cannot be sure of the market value of the Merger Consideration they will receive until the Closing Date.

At the effective time of the Mergers, each share of OBDE Common Stock issued and outstanding immediately prior to such time (other than shares owned by OBDC or any of its consolidated subsidiaries) will be converted into the right to receive a number of shares of OBDC Common Stock equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares.

The market value of the shares of OBDC Common Stock to be received by OBDE Shareholders may vary from the closing price of OBDC Common Stock on the date the Mergers were announced, on the date that this joint proxy statement/prospectus was mailed to shareholders, on the date of the OBDE Special Meeting or the date of the OBDC Special Meeting and on the date the Mergers are completed and thereafter. Any change in the market price of OBDC Common Stock prior to the Determination Date will affect the market value of the Merger Consideration that OBDE Shareholders will receive upon completion of the Mergers.

Accordingly, at the time of the OBDE Special Meeting, OBDE Shareholders will not know or be able to calculate the market price of the Merger Consideration they would receive upon completion of the Mergers.

The market price and liquidity of the market for OBDC Common Stock may be significantly affected by numerous factors, some of which are beyond OBDC’s control and may not be directly related to OBDC’s operating performance. These factors include:

•significant volatility in the market price and trading volume of securities of BDCs or other companies in OBDC’s sector, which are not necessarily related to the operating performance of the companies;

•changes in regulatory policies, accounting pronouncements or tax guidelines, particularly with respect to RICs and BDCs;

•loss of OBDC’s qualification as a RIC or BDC;

•changes in market interest rates and decline in the price of debt;

•changes in earnings or variations in operating results;

•changes in the value of OBDC’s portfolio investments;

•changes in accounting guidelines governing valuation of OBDC’s investments;

•any shortfall in revenue or net income or any increase in losses from levels expected by investors or securities analysts;

•departure of OBDC Adviser or any of its key personnel;

•operating performance of companies comparable to OBDC;

•general economic trends and other external factors; and

•loss of a major funding source.

See “Special Note Regarding Forward-Looking Statements” for other factors that could cause the market price of OBDC Common Stock to change.

The last reported closing sales price of OBDC Common Stock as reported on the NYSE on December 29, 2023, the last trading day of the fiscal year ended December 31, 2023, was $14.76 and for the period from January 1, 2024 through August 9, 2024 from a low of $14.47 to a high of $16.86. However, historical trading prices are not necessarily indicative of future performance. OBDE Shareholders should obtain current market quotations for shares of OBDC Common Stock prior to the OBDE Special Meeting.

Sales of shares of OBDC Common Stock after the completion of the Mergers may cause the market price of OBDC Common Stock to decline.

At the effective time of the Mergers, each share of OBDE Common Stock issued and outstanding immediately prior to such time (other than shares owned by OBDC or any of OBDC’s consolidated subsidiaries), will be converted into the right to receive a number of shares of OBDC Common Stock equal to the Exchange Ratio, plus any cash (without interest) in lieu of fractional shares.

Former OBDE Shareholders may decide not to hold the shares of OBDC Common Stock that they will receive pursuant to the Merger Agreement. Depending on the closing date for the Mergers, any portion of the OBDE Common Stock outstanding prior to the Mergers subject to transfer restrictions (or “lock-ups”) will be waived immediately prior to the Closing Date. Certain of OBDE Shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of OBDC Common Stock that they receive pursuant to the Merger Agreement. In addition, OBDC Shareholders may decide not to hold their shares of OBDC Common Stock after completion of the Mergers. In each case, such sales of OBDC Common Stock could have the effect of depressing the market price for OBDC Common Stock and may take place soon after the completion of the Mergers.

OBDE Shareholders and OBDC Shareholders will experience a reduction in percentage ownership and voting power in the combined company as a result of the Mergers.

OBDE Shareholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective percentage ownership interests in OBDE prior to the Mergers. Consequently, OBDE Shareholders should expect to exercise less influence over the management and policies of the combined company following the Mergers than they currently exercise over the management and policies of OBDE. OBDC Shareholders will experience a substantial reduction in their respective percentage ownership interests and effective voting power in respect of the combined company relative to their respective ownership interests in OBDC prior to the Mergers. Consequently, OBDC Shareholders should expect to exercise less influence over the management and policies of the combined company following the Mergers than they currently exercise over the management and policies of OBDC.

Prior to completion of the Mergers, subject to certain restrictions in the Merger Agreement, and certain restrictions under the 1940 Act for issuances at prices below the then current NAV per share of OBDC Common Stock and OBDE Common Stock, OBDC and OBDE may issue additional shares of OBDC Common Stock and

OBDE Common Stock, respectively, which would further reduce the percentage ownership of the combined company to be held by OBDC Shareholders or to be held by OBDE Shareholders, as applicable.

OBDC may be unable to realize the benefits anticipated by the Mergers, including estimated cost savings, or it may take longer than anticipated to achieve such benefits.

The realization of certain benefits anticipated as a result of the Mergers will depend in part on the integration of OBDE’s investment portfolio with OBDC’s investment portfolio and the integration of OBDE’s business with OBDC’s business. There can be no assurance that OBDE’s investment portfolio or business can be operated profitably or integrated successfully into OBDC’s operations in a timely fashion or at all. The dedication of management resources to such integration may detract attention from the day-to-day business of the combined company, and there can be no assurance that there will not be substantial costs associated with the transition process or that there will not be other material adverse effects as a result of these integration efforts. Such effects, including incurring unexpected costs or delays in connection with such integration and failure of OBDE’s investment portfolio to perform as expected, could have a material adverse effect on the financial results of the combined company.

OBDC also expects to achieve certain cost savings from the Mergers when the two companies have fully integrated their portfolios. It is possible that the estimates of the potential cost savings could ultimately be incorrect. The cost savings estimates also assume OBDC will be able to combine the operations of OBDC and OBDE in a manner that permits those cost savings to be fully realized. If the estimates turn out to be incorrect or if OBDC is not able to combine OBDE’s investment portfolio or business with the operations of OBDC successfully, the anticipated cost savings may not be fully realized or realized at all or may take longer to realize than expected.

The Mergers may trigger certain “change of control” provisions and other restrictions in contracts of OBDC, OBDE or their affiliates and the failure to obtain any required consents or waivers could adversely impact the combined company.

Certain agreements of OBDC and OBDE or their respective affiliates, which may include agreements governing indebtedness of OBDC or OBDE, will or may require the consent or waiver of one or more counterparties in connection with the Mergers. The failure to obtain any such consent or waiver may permit such counterparties to terminate, or otherwise increase their rights or OBDC’s or OBDE’s obligations under, any such agreement because the Mergers or other transactions contemplated by the Merger Agreement may violate an anti-assignment, change of control or other similar provision relating to any of such transactions. If this occurs, OBDC may have to seek to replace that agreement with a new agreement or seek an amendment to such agreement. OBDC and OBDE cannot assure you that OBDC will be able to replace or amend any such agreement on comparable terms or at all.

If any such agreement is material, the failure to obtain consents, amendments or waivers under, or to replace on similar terms or at all, any of these agreements could adversely affect the financial performance or results of operations of the combined company following the Mergers, including preventing OBDC from operating a material part of OBDE’s business.

In addition, the consummation of the Mergers may violate, conflict with, result in a breach of provisions of, or the loss of any benefit under, constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under, or result in the termination, cancellation, acceleration or other change of any right or obligation (including any payment obligation) under, certain agreements of OBDC or OBDE. Any such violation, conflict, breach, loss, default or other effect could, either individually or in the aggregate, have a material adverse effect on the financial condition, results of operations, assets or business of the combined company following completion of the Mergers.

The opinion delivered to the OBDC Board and the OBDC Special Committee and the opinion delivered to the OBDE Board and the OBDE Special Committee by the respective financial advisors to the OBDC Special Committee and the OBDE Special Committee prior to the signing of the Merger Agreement will not reflect changes in circumstances since the date of the opinions.

The opinions of financial advisors to the OBDC Special Committee and the OBDE Special Committee, respectively, were delivered to the parties’ respective boards and the respective special committees of the boards on,

and dated, August 6, 2024. Changes in the operations and prospects of OBDC or OBDE, general market and economic conditions and other factors that may be beyond the control of OBDE or OBDC may significantly alter OBDC’s or OBDE’s respective value or the price of shares of OBDC Common Stock or OBDE Common Stock by the time the Mergers are completed. The opinions do not speak as of the time the Mergers will be completed or as of any date other than the date of such opinions. For a description of the opinion that the OBDE Board and the OBDE Special Committee received from the OBDE Special Committee’s financial advisor, see “The Mergers— Opinion of the OBDE Special Committee’s Financial Advisor.” For a description of the opinion that the OBDC Board and the OBDC Special Committee received from the OBDC Special Committee’s financial advisor, see “The Mergers—Opinion of the OBDC Special Committee’s Financial Advisor.”

The announcement and pendency of the Mergers could adversely affect both OBDC and OBDE’s business, financial results and operations.

The announcement and pendency of the Mergers could cause disruptions in and create uncertainty surrounding both OBDC’s and OBDE’s business, including affecting relationships with existing and future borrowers, which could have a significant negative impact on future revenues and results of operations, regardless of whether the Mergers are completed. In addition, OBDC and OBDE have diverted, and will continue to divert, management resources towards the completion of the Mergers, which could have a negative impact on each of OBDC’s and OBDE’s future revenues and results of operations.

OBDC and OBDE are also subject to restrictions on the conduct of each of OBDC’s and OBDE’s businesses prior to the completion of the Mergers as provided in the Merger Agreement, generally requiring OBDC and OBDE to conduct business only in the ordinary course and subject to specific limitations, including, among other things, certain restrictions on each of OBDC’s and OBDE’s respective ability to make certain investments and acquisitions, sell, transfer or dispose of OBDC’s and OBDE’s respective assets, amend each of OBDC’s and OBDE’s respective organizational documents and enter into or modify certain material contracts. These restrictions could prevent OBDC or OBDE from pursuing otherwise attractive business opportunities, industry developments and future opportunities and may otherwise have a significant negative impact on the respective future investment income and results of operations of each of OBDC and/or the combined company following the Mergers.

If the Mergers do not close, neither OBDC nor OBDE will benefit from the expenses incurred in its pursuit.

The Mergers may not be completed. If the Mergers are not completed, OBDC and OBDE will have incurred substantial expenses for which no ultimate benefit will have been received. Both companies have incurred out-of-pocket expenses in connection with the Mergers for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Mergers are not completed. OBDC Adviser has agreed to reimburse certain fees and expenses associated with the Mergers up to a cap of $4.25 million but solely in the event the Mergers are consummated. See “Description of the Merger Agreement - Expenses and Fees.”

The termination of the Merger Agreement could negatively impact OBDC and OBDE.

If the Merger Agreement is terminated, there may be various consequences, including:

•OBDC’s and OBDE’s businesses may have been adversely impacted by the failure to pursue other beneficial opportunities due to the focus of management on the Mergers, without realizing any of the anticipated benefits of completing the Mergers;

•the market price of OBDC Common Stock might decline to the extent that the market price prior to termination reflects a market assumption that the Mergers will be completed;

•the payment of any termination fee, if required under the circumstances, could adversely affect OBDC’s or OBDE’s financial condition and liquidity; and

•in the case of OBDE, it may not be able to find a party willing to pay an equivalent or more attractive price than the price OBDC agreed to pay in the Mergers.

The Merger Agreement limits the ability of OBDC and OBDE to pursue alternatives to the Mergers.

The Merger Agreement contains provisions that limit each of OBDC’s and OBDE’s ability to discuss, facilitate or commit to competing third-party proposals to acquire all or a significant part of OBDC or OBDE, as applicable. These provisions, which are typical for transactions of this type, include a termination fee of $179.8 million payable by third parties to OBDC and $57.6 million payable by third parties to OBDE, as applicable, under certain circumstances. Such provisions might discourage a potential competing acquirer that might have an interest in acquiring all or a significant part of OBDC or OBDE from considering or proposing that acquisition even if it were prepared to pay consideration with a higher per share market price than that proposed in the Mergers or might result in a potential competing acquirer proposing to pay a lower per share price to acquire OBDC or OBDE than it might otherwise have proposed to pay.

The Mergers are subject to closing conditions, including shareholder approvals, that, if not satisfied or (to the extent legally allowed) waived, will result in the Mergers not being completed, which may result in material adverse consequences to OBDC’s and OBDE’s business and operations.

The Mergers are subject to closing conditions, including certain approvals of OBDC’s and OBDE’s respective Shareholders that, if not satisfied, will prevent the Mergers from being completed. The closing condition that OBDE Shareholders adopt the Merger Agreement and approve the Mergers may not be waived under applicable law and must be satisfied for the Mergers to be completed. If OBDE Shareholders do not approve the Merger Proposal and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on OBDC’s and OBDE’s business and operations. In addition, the closing condition that OBDC Shareholders approve the Merger Stock Issuance Proposal may not be waived under applicable law and must be satisfied for the Mergers to be completed. If OBDC Shareholders do not approve the Merger Stock Issuance Proposal and the Mergers are not completed, the resulting failure of the Mergers could have a material adverse impact on OBDE’s and OBDC’s business and operations. In addition to the required approvals of OBDE Shareholders and OBDC Shareholders, the Mergers are subject to a number of other conditions beyond OBDE’s and OBDC’s control that may prevent, delay or otherwise materially adversely affect completion of the Mergers. OBDE or OBDC cannot predict whether and when these other conditions will be satisfied.

Litigation filed against OBDC and OBDE in connection with the Mergers could result in substantial costs and could delay or prevent the Mergers from being completed.

From time to time, OBDC and OBDE may be subject to legal actions, including securities class action lawsuits and derivative lawsuits, as well as various regulatory, governmental and law enforcement inquiries, investigations and subpoenas in connection with the Mergers. These or any similar securities class action lawsuits and derivative lawsuits, regardless of their merits, may result in substantial costs and divert management time and resources. An adverse judgment in such cases could have a negative impact on the liquidity and financial condition of OBDC and/or the combined company following the Mergers or could prevent the Mergers from being completed.

OBDC and OBDE will be subject to operational uncertainties and contractual restrictions while the Mergers are pending.

Uncertainty about the effect of the Mergers may have an adverse effect on OBDC and OBDE and, consequently, on the combined company following completion of the Mergers. These uncertainties may cause those that deal with OBDC and OBDE to seek to change their existing business relationships with OBDC and OBDE, respectively. In addition, the Merger Agreement restricts OBDC and OBDE from taking actions that they might otherwise consider to be in their best interests. These restrictions may prevent OBDC and OBDE from pursuing certain business opportunities that may arise prior to the completion of the Mergers. Please see “Description of the Merger Agreement—Conduct of Business Pending Completion of the Mergers” for a description of the restrictive covenants to which OBDE is subject.

OBDC and OBDE may waive one or more conditions to the Mergers without resoliciting shareholder approval.

Certain conditions to OBDC’s and OBDE’s respective obligations to complete the Mergers may be waived, in whole or in part, to the extent legally allowed, either unilaterally or by agreement of OBDC and OBDE. In the event

that any such waiver does not require resolicitation of shareholders, the parties to the Merger Agreement will have the discretion to complete the Mergers without seeking further shareholder approval. The conditions requiring the approval of the Merger Stock Issuance Proposal by OBDC Shareholders and the Merger Proposal by OBDE Shareholders, however, cannot be waived.

The shares of OBDC Common Stock to be received by OBDE Shareholders as a result of the Mergers will have different rights associated with them than shares of OBDE Common Stock currently held by them.

The rights associated with OBDE Common Stock are different from the rights associated with OBDC Common Stock. See “Comparison of OBDC and OBDE Shareholder Rights.”

The market price of OBDC Common Stock after the Mergers may be affected by factors different from those affecting OBDE Common Stock currently.

The businesses of OBDC and OBDE differ in some respects and, accordingly, the results of operations of the combined company and the market price of OBDC Common Stock after the Mergers may be affected by factors different from those currently affecting the independent results of operations of OBDC and OBDE and the market prices of OBDC Common Stock and OBDE Common Stock. These factors include a larger shareholder base and a different capital structure.

Accordingly, the historical trading prices and financial results of OBDC may not be indicative of these matters for the combined company following the Mergers. For a discussion of the business of OBDC and of certain factors to consider in connection with its business, see “Business of OBDC.” For a discussion of the business of OBDE and of certain factors to consider in connection with its business, see “Business of OBDE.” As described elsewhere in the joint proxy statement/prospectus, the risks associated with an investment in OBDC and OBDE are substantially identical.

OBDC Shareholders and OBDE Shareholders do not have appraisal rights in connection with the Mergers.

Appraisal rights are statutory rights that enable shareholders to dissent from certain extraordinary transactions, such as certain mergers, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the applicable transaction. Under Maryland law, OBDC Shareholders and OBDE Shareholders will not have rights to an appraisal of the fair value of their shares in connection with the Mergers.

The Mergers may not be treated as a tax-free reorganization under Section 368(a) of the Code.

OBDC and OBDE intend that the Mergers will qualify as a tax-free reorganization under Section 368(a) of the Code, and each expect to receive a legal opinion to that effect. However, if the IRS or a court determines that the Mergers should not be treated as a tax-free reorganization under Section 368(a) of the Code, then a shareholder would generally recognize gains or losses for U.S. federal income tax purposes upon the exchange of OBDE Common Stock for OBDC Common Stock in the Mergers.

OBDC is expected to be subject to an annual limitation on its use of OBDE’s capital loss carryforwards (and certain unrecognized built-in losses), if any.

OBDE may have capital loss carryforwards (and unrealized built-in losses) for U.S. federal income tax purposes. Subject to certain limitations, capital loss carryforwards and recognized built-in losses may be used to offset future recognized capital gains. Section 382 of the Code imposes an annual limitation on the ability of a corporation, including a RIC, that undergoes an “ownership change” to use its capital loss carryforwards and unrealized built-in losses. The Mergers are expected to result in such an “ownership change” of OBDE for the purposes of Section 382 of the Code. Such a limitation may, for any given year, have the effect of potentially increasing the amount of OBDC’s U.S. federal net capital gains for such year and, hence, the amount of capital gains dividends OBDC would need to distribute to remain a RIC and to avoid U.S. income and excise tax liability, as compared to what the net capital gains would be with full use of such losses. For further information, see “Certain

Material U.S. Federal Income Tax Considerations – Certain Material U.S. Federal Income Tax Consequences of the Merger.”

The combined company may incur adverse tax consequences if either OBDC or OBDE have failed or fails to qualify for taxation as a RIC for United States federal income tax purposes.

Each of OBDC and OBDE have elected to qualify as a RIC and operated in a manner that it believes has allowed it to qualify as a RIC for U.S. federal income tax purposes under the Code and intends to continue to do so through and (with respect to OBDC) following the Mergers. In order to qualify as a RIC, a corporation must satisfy numerous requirements relating to, among other things, the nature of its assets and income and its distribution levels. If OBDC or OBDE have failed or fails to qualify as a RIC for U.S. federal income tax purposes, the combined company may have significant tax liabilities, or may have to make significant distributions and pay penalty or excise taxes in order to maintain RIC qualification. These liabilities could substantially reduce the combined company’s cash available for distribution to its shareholders and the value of OBDC Common Stock. In addition, if either OBDC or OBDE have failed or fail to qualify as a RIC for U.S. federal income tax purposes, the analysis of the Mergers as a tax-free reorganization could be impacted.

COMPARATIVE FEES AND EXPENSES

Comparative Fees and Expenses Relating to the Mergers

The following tables are intended to assist OBDC Shareholders and OBDE Shareholders in understanding the costs and expenses that an investor in shares of OBDC Common Stock or OBDE Common Stock bears directly or indirectly and, based on the assumptions set forth below, the pro forma costs and expenses estimated to be incurred by the combined company in the first year following completion of the Mergers. OBDC and OBDE caution you that some of the percentages indicated in the table below are estimates and may vary. Actual expenses may be greater or less than shown. Except where the context suggests otherwise, whenever this document contains a reference to fees or expenses paid or to be paid by “you,” “OBDC” or “OBDE,” investors will indirectly bear such fees or expenses as shareholders of OBDC or OBDE, as applicable. The table below is based on information as of June 30, 2024 (except as noted below) and includes expenses of the applicable consolidated subsidiaries.

Actual

Pro Forma

Shareholder transaction expenses:

OBDC

OBDE

OBDC

Sales load (as a percentage of offering price)

None(1)

Offering expenses (as a percentage of offering price)

None(1)

Dividend reinvestment plan fees

None(2)

Total shareholder transaction expenses (as a percentage of offering price)

None


Estimated annual expenses (as a percentage of net assets attributable to common stock(3)):	Actual				Pro Forma
	OBDC		OBDE		OBDC
Base management fees(4)	3.1	%	3.1	%	3.1	%
Incentive fees (OBDC: 17.5%; OBDE: 17.5%)(5)	2.5	%	2.1	%	2.4	%
Interest payments on borrowed funds (including other costs of servicing and offering debt securities)(6)	7.4	%	9.0	%	7.8	%
Other expenses(7)	0.5	%	0.7	%	0.4	%
Acquired fund fees and expenses(8)	0.8	%	—	%	0.6	%
Total annual expenses(9)	14.3	%	14.9	%	14.4	%

__________________

(1)Purchases of shares of OBDC Common Stock or OBDE Common Stock on the secondary market are not subject to sales load, but may be subject to brokerage commissions or other charges. The table does not include any sales load (underwriting discounts or commissions) that shareholders may have paid in connection with their purchase of shares of OBDC Common Stock or OBDE Common Stock.

(2)The expenses of administering the OBDC and OBDE dividend reinvestment plans are included in “Other expenses.” For additional information, see “OBDC Dividend Reinvestment Plan” and “OBDE Dividend Reinvestment Plan.”

(3)For the pro forma column, the combined net assets of OBDC and OBDE on a pro forma basis as of June 30, 2024 were used.

(4)For OBDC, the base management fee is 1.50% of OBDC’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts); provided however, the base management fee is 1.00% of OBDC’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, in each case, 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. The management fee reflected in the table is calculated by determining the ratio that the management fee bears to OBDC’s net assets attributable to common stock (rather than its gross assets).

For OBDE, the base management fee is 1.50% of OBDE’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts); provided however, the base management fee is 1.00% of OBDE’s average gross assets (excluding cash and cash equivalents but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act, in each case, 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. The management fee reflected in the table is calculated by determining the ratio that the management fee bears to OBDE’s net assets attributable to common stock (rather than its gross assets).

Following completion of the Mergers, the combined company will be externally managed by OBDC Adviser. The pro forma base management fee is the same under both the New OBDC Investment Advisory Agreement and Current OBDC Investment Advisory Agreement. The pro forma base management fee referenced in the table above is based on the combined gross assets (excluding cash and cash equivalents) of OBDC and OBDE on a pro forma basis as of June 30, 2024. For a discussion of the New OBDC Investment Advisory Agreement, see “OBDC Proposal II: Approval of the Advisory Agreement Amendment Proposal.”

(5)For OBDC, 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 OBDC’s income and a portion is based on OBDC’s capital gains, For more detailed information about OBDC’s incentive fee, see “Part I, Item 1 BUSINESS – Investment Advisory Agreement” in OBDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

For OBDE, 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 OBDE’s income and a portion is based on OBDE’s capital gains. For more detailed information about the incentive fee, see “Part I, Item 1 BUSINESS – Investment Advisory Agreement” in OBDE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Following completion of the Mergers, the combined company will be externally managed by OBDC Adviser. The pro forma incentive fee has been calculated in accordance with the terms of the New OBDC Investment Advisory Agreement and assumes that the Advisory Agreement Amendment Proposal is approved by OBDC Shareholders. The pro forma incentive fee referenced in the table above is based on the actual amounts of the income component of the incentive fee for OBDC and OBDE on a pro forma basis for the six months ended June 30, 2024, annualized for a full year and calculated under the New OBDC Investment Advisory Agreement and the amount payable under the New OBDC Investment Advisory Agreement for the capital gains component as of June 30, 2024, assuming the Mergers closed on June 30, 2024.

(6)For OBDC, the figure in the table represents OBDC’s interest expenses based on actual interest and credit facility expenses incurred for the six months ended June 30, 2024, which includes the impact of interest rate swaps. During the six months ended June 30, 2024, OBDC’s average borrowings outstanding were $7.3 billion and OBDC’s interest expense incurred was $228.3 million. OBDC had outstanding borrowings of approximately $7.5 billion as of June 30, 2024. Interest payments on borrowed funds represents an estimate of OBDC’s annualized interest expense based on borrowings under the OBDC Revolving Credit Facility, the SPV Asset Facility, the 2025 Notes, July 2025 Notes, the 2026 Notes, the July 2026 Notes, the 2027 Notes, the 2028 Notes, the 2029 Notes, the CLO I Transaction, the CLO II Transaction, the CLO III Transaction, the CLO IV Transaction, the CLO V Transaction, the CLO VII Transaction and the CLO X Transaction. The assumed weighted average interest rate on OBDC’s total debt outstanding was 5.7%. OBDC may borrow additional funds from time to time to make investments to the extent OBDC determines that the economic situation is conducive to doing so. OBDC may also issue additional debt securities or preferred stock, subject to OBDC’s compliance with applicable requirements under the 1940 Act.

For OBDE, the figure in the table represents OBDE’s interest expenses based on actual interest and credit facility expenses incurred for the six months ended June 30, 2024. During the six months ended June 30, 2024, OBDE’s average borrowings outstanding were $2.1 billion and OBDE’s interest expense incurred was $78.5 million. OBDE had outstanding borrowings of approximately $2.5 billion as of June 30, 2024. Interest payments on borrowed funds represents an estimate of OBDE’s annualized interest expense based on borrowings under the OBDE Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, 2027 Notes, July 2025 Notes, July 2027 Notes, Series 2023A Notes and CLO XIV Transaction. The assumed weighted average interest rate on OBDE’s total debt outstanding was 7.1%. OBDE may borrow additional funds from time to time to make investments to the extent OBDE determines that the economic situation is conducive to doing so. OBDE may also issue additional debt securities or preferred stock, subject to OBDE compliance with applicable requirements under the 1940 Act.

The “Pro Forma” column assumes the sum of amounts of average borrowings during the six months ended June 30, 2024 for each of OBDC and OBDE for the combined company following the Mergers.

(7)“Other expenses” are based on estimated amounts for the current fiscal year for each of OBDC and OBDE. These expenses include certain expenses allocated to the applicable company under the Current OBDC Investment Advisory Agreement and the OBDE Investment Advisory Agreement, as applicable. The “Pro Forma” column assumes the sum of amounts estimated for each of OBDC and OBDE for the combined company following the Mergers and reflects decreases in duplicative costs such as professional fees for legal, audit and tax fees, directors’ fees, and other redundant administrative and operating expenses directly related to the Mergers. “Other expenses” does not reflect any potential provision (benefit) for income taxes because of the uncertainties associated with determining such amounts in future periods.

(8)OBDC Shareholders indirectly bear the expenses of underlying funds or other investment vehicles that would be an investment company under section 3(a) of the 1940 Act but for the exceptions to that definition provided for in sections 3(c)(1) and 3(c)(7) of the 1940 Act in which OBDC invests.

For OBDC, this amount includes the annual expenses of OBDC SLF LLC (“OBDC SLF”). There are no fees paid by OBDC SLF to OBDC. See note 4 in the notes to the Consolidated Financial Statements in OBDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for more information on OBDC SLF. OBDE has no such investments.

The “Pro Forma” column assumes the sum of amounts for each of OBDC and OBDE for the combined company following the Mergers.

(9)“Total annual expenses” is presented as a percentage of net assets attributable to holders of common stock because OBDC Shareholders and OBDE Shareholders bear all of the fees and expenses of the respective company. “Total annual expenses” does not reflect any potential provision (benefit) for income taxes because of the uncertainties associated with determining such amounts in future periods.

Example

The following example demonstrates the projected dollar amount of total cumulative expenses that would be incurred over various periods with respect to a hypothetical investment in OBDC, OBDE or the combined company’s common stock following completion of the Mergers on a pro forma basis, in each case assuming that OBDC, OBDE and the combined company hold no cash or liabilities other than debt. In calculating the following expense amounts, each of OBDC and OBDE has assumed that it would have no additional leverage and that its annual operating expenses would remain at the levels set forth in the tables above. Calculations for the pro forma combined company following the Mergers assume that the Mergers closed on June 30, 2024 and that the leverage

and operating expenses of OBDC and OBDE remain at the levels set forth in the tables above. Transaction expenses related to the Mergers are not included in the following examples.


	1 year		3 years		5 years		10 years
You would pay the following expenses on a $1,000 investment:
OBDC, assuming a 5% annual return (assumes no return from net realized capital gains)	$	110	$	330	$	550	$	1,100
OBDE, assuming a 5% annual return (assumes no return from net realized capital gains)	$	128	$	377	$	618	$	1,183
OBDC, assuming a 5% annual return (assumes return entirely from realized capital gains)	$	128	$	378	$	618	$	1,179
OBDE, assuming a 5% annual return (assumes return entirely from realized capital gains)	$	146	$	423	$	680	$	1,243


	1 year		3 years		5 years		10 years
Pro forma combined company following the Mergers You would pay the following expenses on a $1,000 investment:
Assuming a 5% annual return (assumes no return from net realized capital gains)	$	114	$	340	$	564	$	1,120
Assuming a 5% annual return (assumes return entirely from realized capital gains)	$	132	$	387	$	631	$	1,194

The foregoing tables are intended to assist you in understanding the various costs and expenses that an investor in OBDC, OBDE or, following the Mergers, the combined company will bear directly or indirectly. While the example assumes, as required by the SEC, a 5% annual return, performance of OBDC, OBDE and the combined company will vary and may result in a return greater or less than 5%. The incentive fee based on pre-incentive fee NII under each of the Current OBDC Investment Advisory Agreement, the New OBDC Investment Advisory Agreement and the OBDE Investment Advisory Agreement, which, assuming a 5% annual return, would either not be payable or would have an insignificant impact on the expense amounts shown above, is not included in the example. If sufficient returns are achieved on investments, including through the realization of capital gains, to trigger an incentive fee of a material amount, expenses, and returns to investors, would be higher. This example assumes that, as of June 30, 2024, the sum of realized capital losses and unrealized capital depreciation on a cumulative basis since IPO for OBDC and since the OBDE Exchange Listing for OBDE is zero. In addition, while the example assumes reinvestment of all distributions at NAV, participants in OBDC’s dividend reinvestment plan will receive a number of shares of OBDC Common Stock determined by dividing the total dollar amount of the cash distribution payable to a participant by either (i) the greater of (a) the current NAV per share of OBDC Common Stock and (b) 95% of the market price per share of OBDC Common Stock at the close of trading on the payment date fixed by the OBDC Board in the event that newly issued shares are used to satisfy the share requirements of the dividend reinvestment plan or (ii) the average purchase price, excluding any brokerage charges or other charges, of all shares of OBDC Common Stock purchased by the administrator of the dividend reinvestment plan in the event that shares are purchased in the open market to satisfy the share requirements of the dividend reinvestment plan, which may be at, above or below NAV.

The example and the expenses in the table above should not be considered a representation of OBDC’s, OBDE’s, or, following completion of the Mergers, the combined company’s, future expenses, and actual expenses may be greater or less than those shown.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus, including the documents incorporated by reference herein, contains statements that constitute forward-looking statements, which relate to OBDC, OBDE or, following the Mergers, the combined company, regarding future events or the future performance or future financial condition of OBDC, OBDE or, following the Mergers, the combined company. The forward-looking statements may include statements as to: future operating results of OBDC, OBDE or, following the Mergers, the combined company and distribution projections; business prospects of OBDC, OBDE or, following the Mergers, the combined company and the prospects of their portfolio companies; and the impact of the investments that OBDC, OBDE or, following the Mergers, the combined company expect to make. Certain factors could cause actual results and conditions to differ materially from those projected, including the uncertainties associated with:

•the ability of the parties to consummate the Mergers on the expected timeline, or at all;

•the expected synergies and savings associated with the Mergers;

•the ability to realize the anticipated benefits of the Mergers including the expected elimination of certain expenses and costs due to the Mergers;

•the percentage of OBDC Shareholders and OBDE Shareholders voting in favor of the proposals submitted for their approval;

•the possibility that competing offers or acquisition proposals will be made;

•the Merger Agreement’s limitations on the ability of OBDC and OBDE to pursue alternatives to the Mergers;

•the possibility that any or all of the various conditions to the consummation of the Mergers may not be satisfied or waived;

•risks related to diverting management’s attention from ongoing business operations;

•the combined company’s plans, expectations, objectives and intentions, as a result of the Mergers;

•the effect that the announcement of the Mergers may have on the trading price of OBDC Common Stock and OBDE Common Stock;

•any potential termination of the Merger Agreement or action of OBDE Shareholders with respect to any proposed merger;

•any operational uncertainties and contractual restrictions while the Mergers are pending;

•the actions of OBDC Shareholders or OBDE Shareholders with respect to any of the proposals submitted for their approval;

•the future operating results and distribution projections of OBDC, OBDE or, following the Mergers, the combined company;

•the ability of OBDC to reposition the portfolios of OBDC, OBDE or, following the Mergers, the combined company, and to implement OBDC’s future plans with respect to their businesses;

•the ability of Blue Owl and its affiliates to attract and retain highly talented professionals;

•the business prospects of OBDC, OBDE or, following the Mergers, the combined company and the prospects of their portfolio companies;

•the impact of the investments that OBDC, OBDE or, following the Mergers, the combined company expect to make and the competition for those investments;

•potential conflicts of interest with OBDC Adviser, OBDE Adviser, and other affiliates of Blue Owl;

•the ability of the portfolio companies of OBDC, OBDE or, following the Mergers, the combined company to achieve their objectives;

•the expected financings and investments and additional leverage that OBDC, OBDE or, following the Mergers, the combined company may seek to incur in the future;

•the adequacy of the cash resources and working capital of OBDC, OBDE or, following the Mergers, the combined company;

•the timing of cash flows, if any, from the operations of the portfolio companies of OBDC, OBDE or, following the Mergers, the combined company; and

•the risk that shareholder litigation in connection with the Mergers may result in significant costs of defense and liability.

Such forward-looking statements may include statements preceded by, followed by or otherwise include the words such as “anticipates,” “believes,” “expects,” “seeks,” “plans,” “should,” “estimates,” “projects,” “may,” “might,” “will,” “would,” “could,” “can,” “continue,” “targets,” “outlook,” “potential,” “predicts,” “intends” and other variations of these words and similar expressions. The forward-looking statements contained in this joint proxy statement/prospectus involve risks and uncertainties. The actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including the factors set forth in “Item 1A. Risk Factors” in Part I of each of OBDC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and OBDE’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as such factors may be updated from time to time in their periodic filings with the SEC, and elsewhere contained or incorporated by reference in this joint proxy statement/prospectus.

Other factors that could cause actual results to differ materially include:

•changes or potential disruptions in the operations of OBDC, OBDE or, following the Mergers, the combined company, the economy, financial markets or political environment;

•the impact of elevated interest and inflation rates, ongoing supply chain and labor market disruptions, including those as a result of strikes, work stoppages or accidents, instability in the U.S. and international banking systems, uncertainties related to the 2024 U.S. presidential election, and the risk of recession or a shutdown of government services;

•risks associated with possible disruption in the operations of OBDC and OBDE or the economy generally due to terrorism, war or other geopolitical conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine and the escalated conflict in the Middle-East, including the Israel-Hamas conflict, natural disasters or pandemics;

•future changes in laws or regulations (including the interpretation of these laws and regulations by regulatory authorities) and conditions in OBDC’s and OBDE’s operating areas, particularly with respect to maintaining their qualifications as BDCs or RICs; and

•other considerations that may be disclosed from time to time in the publicly disseminated documents and filings of OBDC, OBDE or, following the Mergers, the combined company.

The forward-looking statements included in this joint proxy statement/prospectus and documents incorporated by reference into this joint proxy statement/prospectus are based on information available to them on the applicable date of the relevant document, and they assume no obligation to update any such forward-looking statements. Actual results could differ materially from those anticipated in any forward-looking statements and future results could differ materially from historical performance. Although OBDC and OBDE undertake no obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, you are advised to consult any additional disclosures that they may make directly to you or through reports that OBDC and

OBDE in the future may file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K. This joint proxy statement/prospectus and documents incorporated by reference into this joint proxy statement/prospectus contain or may contain statistics and other data that have been obtained from or compiled from information made available by third-party service providers. These forward-looking statements apply only as of the date of this report. Moreover, neither OBDC nor OBDE assumes any duty or undertakes to update the forward-looking statements. Because OBDC and OBDE are investment companies, the forward-looking statements and projections contained in this joint proxy statement/prospectus are excluded from the safe harbor protection provided by Section 21E of the Exchange Act.

THE OBDC SPECIAL MEETING

Date, Time and Place of the OBDC Special Meeting

The OBDC Special Meeting will be held virtually on [ ], 20[ ] at [ ], Eastern Time, at the following website: www.[ ].com. This joint proxy statement/prospectus will be sent to OBDC Shareholders of record as of [ ], 20[__] on or about [ ], 20[__] .

Purpose of the OBDC Special Meeting

At the OBDC Special Meeting, OBDC Shareholders will be asked to approve the Merger Stock Issuance Proposal, and the Advisory Agreement Amendment Proposal.

After careful consideration, the OBDC Board, on the recommendation of the OBDC Special Committee, comprised solely of the OBDC Independent Directors, unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers and unanimously recommends that OBDC Shareholders vote “FOR” the Merger Stock Issuance Proposal.

After careful consideration, the OBDC Board, including the OBDC Independent Directors, unanimously approved the New OBDC Investment Advisory Agreement and unanimously recommends that OBDC Shareholders vote “FOR” the Advisory Agreement Amendment Proposal.

Record Date

OBDC Shareholders may vote their shares at the OBDC Special Meeting only if they were a shareholder of record at the close of business on [ ], 20[__]. There were [ ] shares of the OBDC Common Stock outstanding on the OBDC Record Date. Each share of common stock is entitled to one vote.

Quorum and Adjournments

A quorum must be present at the OBDC Special Meeting for any business to be conducted. The presence at the OBDC Special Meeting, virtually or by proxy, of shareholders entitled to cast a majority of votes entitled to be cast at the OBDC Special Meeting will constitute a quorum. Shares held by a broker or other nominee for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on non-routine proposals are considered “broker non-votes” with respect to such proposals. The OBDC Proposals are non-routine matters and so no broker non-votes are expected. If a quorum is not met, the chairman of the meeting may adjourn the OBDC Special Meeting to permit the further solicitation of proxies.

If there appears not to be enough votes to approve the OBDC Proposals at the OBDC Special Meeting, the chairman of the OBDC Special Meeting shall have the power to conclude or adjourn the OBDC Special Meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the OBDC Special Meeting.

An OBDC Shareholder vote may be taken on any of the proposals in this joint proxy statement/prospectus prior to any such adjournment if there are sufficient votes for approval of such proposal.

Broker Non-Votes and Abstentions

Shares held by a broker or other nominee for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on non-routine proposals are considered “broker non-votes.” The OBDC Proposals are non-routine matters for OBDC and so no broker non-votes are expected. As a result, if an OBDC Shareholder holds shares in “street name” through a broker, bank or other nominee, such broker, bank or nominee will not be permitted to exercise voting discretion with respect to the OBDC Proposals. Abstentions and will not count as affirmative votes cast and will therefore have the same effect as votes “against” the Advisory Agreement Amendment Proposal. Abstentions will have no effect on the outcome of the Merger Stock Issuance Proposal.

Vote Required

Each share of OBDC Common Stock held by a holder of record as of the OBDC Record Date has one vote on each matter considered at the OBDC Special Meeting.

The Merger Stock Issuance Proposal

The approval of the Merger Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of OBDC Common Stock at a meeting at which a quorum is present. Abstentions will have no effect on the outcome of the Merger Stock Issuance Proposal. The Merger Stock Issuance Proposal is a non-routine matter for OBDC and so no broker non-votes are expected.Proxies received will be voted “FOR” the Merger Stock Issuance Proposal, unless OBDC Shareholders designate otherwise.

Under the terms of the Merger Agreement, each OBDE Shareholder will have the right to receive, for each share of OBDE Common Stock, a number of shares of OBDC Common Stock equal to the Exchange Ratio. The number of shares of OBDC Common Stock to be received will be subject to adjustment if, between the date of the Merger Agreement and the effective time of the Mergers, the respective outstanding shares of OBDC Common Stock or OBDE Common Stock have increased or decreased or changed into or been exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities is declared with a record date within such period.

The Advisory Agreement Amendment Proposal

The affirmative vote of “a majority of the outstanding voting securities” (as defined under the 1940 Act) of OBDC Common Stock is required to approve the Advisory Agreement Amendment Proposal. Under the 1940 Act, a “majority of the outstanding voting securities” of OBDC is the lesser of: (1) 67% of the shares of OBDC Common Stock present at the OBDC Special Meeting if the holders of more than 50% of the outstanding shares of OBDC Common Stock are present or represented by proxy or (2) more than 50% of the outstanding shares of OBDC Common Stock. Abstentions will have the effect of a vote “against” this proposal. The Advisory Agreement Amendment Proposal is a non-routine matter for OBDC and so no broker non-votes are expected.

Voting of Management

On the OBDC Record Date, OBDC’s officers and directors owned and were entitled to vote [ ] shares of OBDC Common Stock, representing less than [ ] of the outstanding shares of OBDC Common Stock on the OBDC Record Date. None of OBDC’s officers or directors has entered into any voting agreement relating to the Mergers.

Voting of Proxies

OBDC encourages OBDC Shareholders to vote their shares, either by voting virtually at the OBDC Special Meeting or by voting by proxy, which means that OBDC Shareholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with the OBDC Shareholder’s instructions. If OBDC Shareholders execute a proxy without specifying their voting instructions, such OBDC Shareholders’ shares will be voted in accordance with the OBDC Board’s recommendation. If any other business is brought before the OBDC Special Meeting, OBDC Shareholders’ shares will be voted at the OBDC Board’s discretion unless OBDC Shareholders specifically state otherwise on their proxies.

OBDC Shareholders may revoke a proxy at any time before it is exercised by notifying OBDC’s Secretary in writing, by submitting a properly executed, later-dated proxy, or by voting virtually at the OBDC Special Meeting. Any OBDC Shareholder entitled to vote at the OBDC Special Meeting may attend the OBDC Special Meeting and vote virtually, whether or not such OBDC Shareholder has previously voted his or her shares via proxy or wishes to change a previous vote.

An OBDC Shareholder may vote virtually at the OBDC Special Meeting or by proxy in accordance with the instructions provided below. An OBDC Shareholder may also authorize a proxy by telephone or through the internet

using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or internet link.

•By internet: www.[ ].com.

•By telephone: [ ] to reach a toll-free, automated touchtone voting line, or [ ] Monday through Friday [9:00] a.m. until [10:00] p.m. Eastern Time to reach a toll-free, live operator line.

•By mail: You may vote by following the directions and indicating your instructions on the enclosed proxy card, dating and signing the proxy card, and promptly returning the proxy card in the envelope provided, which requires no postage if mailed in the United States. Please allow sufficient time for your proxy card to be received on or prior to 11:59 p.m., Eastern Time, on [ ], 20[ ].

Important notice regarding the availability of proxy materials for the OBDC Special Meeting. OBDC’s joint proxy statement/prospectus, OBDC’s Annual Report on Form 10-K for the year ended December 31, 2023 and the proxy card are available at www.proxyvote.com.

Revocability of Proxies

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by resubmitting voting instructions via the internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the OBDC Special Meeting, by attending the OBDC Special Meeting and voting virtually, or by a notice, provided in writing and signed by the OBDC Shareholder, delivered to OBDC’s Secretary on any business day before the date of the OBDC Special Meeting.

Solicitation of Proxies

OBDC and OBDE will bear the cost of preparing, printing and mailing this joint proxy statement/prospectus and the accompanying Notice of Special Meeting of Shareholders and proxy card. OBDC and OBDE intend to use the services of [ ] to aid in the distribution and collection of proxy votes for an estimated fee of $[ ], plus reasonable out-of-pocket expenses. No additional compensation will be paid to directors, officers or employees for such services.

For more information regarding expenses related to the Mergers, see “Questions and Answers about the Special Meetings and the Mergers—Who is responsible for paying the expenses relating to completing the Mergers?”

Appraisal Rights

OBDC Shareholders do not have the right to exercise appraisal rights with respect to any matter to be voted upon at the OBDC Special Meeting.

THE OBDE SPECIAL MEETING

Date, Time and Place of the OBDE Special Meeting

The OBDE Special Meeting will be held virtually on [ ], 20[ ] at [ ], Eastern Time, at the following website: www.[ ].com. This joint proxy statement/prospectus will be sent to OBDE Shareholders of record as of [ ], 20[__] on or about [ ], 20[__] .

Purpose of the OBDE Special Meeting

At the OBDE Special Meeting, OBDE Shareholders will be asked to approve the Merger Proposal.

After careful consideration, on the recommendation of the OBDE Special Committee, comprised solely of the OBDE Independent Directors, the OBDE Board unanimously approved the Merger Agreement and the transactions contemplated thereby, including the Mergers, and unanimously recommends that OBDE Shareholders vote “FOR” the Merger Proposal.

Record Date

OBDE Shareholders may vote their shares at the OBDE Special Meeting only if they were a shareholder of record at the close of business on [ ], 20[__] . There were [ ] shares of OBDE Common Stock outstanding on the OBDE Record Date. Each share of OBDE Common Stock is entitled to one vote.

Quorum and Adjournments

A quorum must be present at the OBDE Special Meeting for any business to be conducted. The presence at the OBDE Special Meeting, virtually or by proxy, of shareholders entitled to cast a majority of votes entitled to be cast at the OBDE Special Meeting will constitute a quorum. If quorum is not met, the chairman of the meeting may adjourn the OBDE Special Meeting to permit the further solicitation of proxies.

If there appear not to be enough votes to approve the Merger Proposal at the OBDE Special Meeting, the chairman of the OBDE Special Meeting shall have the power to conclude or adjourn the OBDE Special Meeting from time to time to a date not more than 120 days after the original record date without notice other than announcement at the OBDE Special Meeting.

An OBDE Shareholder vote may be taken on any of the proposals in this joint proxy statement/prospectus prior to any such adjournment if there are sufficient votes for approval of such proposal.

Broker Non-Votes and Abstentions

Shares held by a broker or other nominee for which the nominee has not received voting instructions from the record holder and does not have discretionary authority to vote the shares on non-routine proposals are considered “broker non-votes.” The Merger Proposal is a non-routine matter for OBDE and so no broker non-votes are expected. As a result, if an OBDE Shareholder holds shares in “street name” through a broker, bank or other nominee, such broker, bank or nominee will not be permitted to exercise voting discretion with respect to the Merger Proposal. Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes “against” the Merger Proposal.

Vote Required

Each share of OBDE Common Stock held by a holder of record as of the OBDE Record Date has one vote on each matter considered at the OBDE Special Meeting.

The Merger Proposal

The affirmative vote of the holders of a majority of the outstanding shares of OBDE Common Stock entitled to be cast at the OBDE Special Meeting is required to approve the Merger Proposal.

Under the terms of the Merger Agreement, each OBDE Shareholder will have the right to receive, for each share of OBDE Common Stock, a number of shares of OBDC Common Stock equal to the Exchange Ratio. The number of shares of OBDC Common Stock to be received will be subject to adjustment if, between the date of the Merger Agreement and the effective time of the Initial Merger, the respective outstanding shares of OBDC Common Stock or OBDE Common Stock have increased or decreased or changed into or been exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities is declared with a record date within such period.

Abstentions will not count as affirmative votes cast and will therefore have the same effect as votes against the Merger Proposal. The Merger Proposal is a non-routine matter for OBDE and so no broker non-votes are expected. Proxies received will be voted “FOR” the Merger Proposal, unless OBDE Shareholders designate otherwise.

Voting of Management

On the OBDE Record Date, OBDE’s officers and directors owned and were entitled to vote [ ] shares of OBDE Common Stock, representing less than [ ] of the outstanding shares of OBDE Common Stock on the OBDE Record Date. None of OBDE’s officers or directors has entered into any voting agreement relating to the Mergers.

Voting of Proxies

OBDE encourages OBDE Shareholders to vote their shares, either by voting virtually at the OBDE Special Meeting or by voting by proxy, which means that OBDE Shareholders authorize someone else to vote their shares. Shares represented by duly executed proxies will be voted in accordance with OBDE Shareholders’ instructions. If OBDE Shareholders execute a proxy without specifying their voting instructions, such OBDE Shareholders’ shares will be voted in accordance with the OBDE Board’s recommendation. If any other business is brought before the OBDE Special Meeting, OBDE Shareholders’ shares will be voted at the OBDE Board’s discretion unless OBDE Shareholders specifically state otherwise on their proxy.

OBDE Shareholders may revoke a proxy at any time before it is exercised by notifying OBDE Secretary in writing, by submitting a properly executed, later-dated proxy, or by voting virtually at the OBDE Special Meeting. Any OBDE Shareholder entitled to vote at the OBDE Special Meeting may attend the OBDE Special Meeting and vote virtually, whether or not he or she has previously voted his or her shares via proxy or wishes to change a previous vote.

An OBDE Shareholder may vote virtually at the OBDE Special Meeting or by proxy in accordance with the instructions provided below. An OBDE Shareholder may also authorize a proxy by telephone or through the internet using the toll-free telephone numbers or web address printed on your proxy card. Authorizing a proxy by telephone or through the internet requires you to input the control number located on your proxy card. After inputting the control number, you will be prompted to direct your proxy to vote on each proposal. You will have an opportunity to review your directions and make any necessary changes before submitting your directions and terminating the telephone call or internet link.

•By internet: www.[ ].com.

•By telephone: [ ] to reach a toll-free, automated touchtone voting line, or [ ] Monday through Friday [9:00] a.m. until [10:00] p.m. Eastern Time to reach a toll-free, live operator line.

Important notice regarding the availability of proxy materials for the OBDE Special Meeting. OBDE’s joint proxy statement/prospectus, OBDE’s Annual Report on Form 10-K for the year ended December 31, 2023 and the proxy card are available at www.[ ].com.

Revocability of Proxies

Any proxy authorized pursuant to this solicitation may be revoked by notice from the person giving the proxy at any time before it is exercised. A revocation may be effected by resubmitting voting instructions via the internet voting site, by telephone, by obtaining and properly completing another proxy card that is dated later than the original proxy card and returning it, by mail, in time to be received before the OBDE Special Meeting, by attending the OBDE Special Meeting and voting virtually, or by a notice, provided in writing and signed by the OBDE Shareholder, delivered to OBDE Secretary on any business day before the date of the OBDE Special Meeting.

Solicitation of Proxies

OBDE and OBDC will bear the cost of preparing, printing and mailing this joint proxy statement/prospectus and the accompanying Notice of Special Meeting of Shareholders and proxy card. OBDE and OBDC intend to use the services of [ ] to aid in the distribution and collection of proxy votes for an estimated fee of on [ ], plus reasonable out-of-pocket expenses. No additional compensation will be paid to directors, officers or employees for such services

For more information regarding expenses related to the Mergers, see “Questions and Answers about the Merger—Who is responsible for paying the expenses relating to completing the Mergers?”

Appraisal Rights

OBDE Shareholders do not have the right to exercise rights of objecting shareholders with respect to any matter to be voted upon at the OBDE Special Meeting.

CAPITALIZATION

The following table sets forth (1) OBDC’s and OBDE’s actual capitalization as of June 30, 2024 and (2) OBDC’s capitalization as adjusted to reflect the effects of the Mergers. You should read this table together with OBDC’s and OBDE’s consolidated financial statements incorporated by reference herein.


	As of June 30, 2024
	Actual (unaudited) OBDC		Actual (unaudited) OBDE		Pro forma Adjustments (unaudited)			Pro forma (unaudited) OBDC
Cash, cash equivalents and restricted cash	$	379,984	$	120,344	$	(60,243)	(1)	$	440,085
Debt	7,548,526		2,459,715		—			10,008,241
Unamortized Debt Issuance Costs	(84,433)		(25,207)		25,207		(2)	(84,433)
Net assets	$	5,994,284	$	1,919,160	$	(60,243)	(1)(3)	$	7,853,201
Total Capitalization	$	13,458,377	$	4,353,668	$	(35,036)		$	17,777,009
Number of shares of common stock outstanding	390,217,304		123,356,823		(1,924,366)		(3)	511,649,761
NAV per share of common stock	$	15.36	$	15.56				$	15.35

_____________

(1)Pro forma adjustments reflect the combined impact of $4.9 million and $2.3 million of estimated remaining transaction expenses expected to be incurred by OBDC and OBDE, respectively as of June 30, 2024 as well as the distribution of undistributed income of OBDE declared prior to the closing of the Mergers. Transaction expenses of OBDC are capitalized and deferred, while transaction expenses of OBDE are expensed as incurred in accordance with ASC 805.

(2)Adjustment relates to unamortized deferred debt issuance costs associated with OBDE's debt facilities that will be reversed when acquired debt cost basis is marked to fair value.

(3)Pro forma adjustment reflects the shares of OBDC Common Stock issued to OBDE Shareholders based on an Exchange Ratio of 0.9844 shares of OBDC Common Stock for each share of OBDE Common Stock. The Exchange Ratio is based on (a) an OBDC Common Stock Price that is less than OBDC’s NAV per share as of June 30, 2024 based on the closing sale price of OBDC Common Stock of $14.50 as reported on NYSE on August 9, 2024 and (b) OBDE's NAV per share as of June 30, 2024 pursuant to the formula in the Merger Agreement resulting in a reduction in total combined shares outstanding of 1.9 million. The total pro forma purchase price of the transaction is estimated to be $1.8 billion. For purposes of calculating the exchange ratio, the OBDC NAV was adjusted by the transaction expenses previous discussed in Note (1) and the OBDE NAV was adjusted by the transactions expenses previously discussed in Note (1) and estimated distributions of $0.43 per share.

THE MERGERS

The following discussion includes the material terms of the Mergers and the principal terms of the Merger Agreement and is subject to, and is qualified in its entirety by reference to, the Merger Agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus.

General Description of the Mergers

Pursuant to the terms of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into OBDE. OBDE will be the surviving company and will continue its existence as a corporation under the laws of the State of Maryland. As of the Effective Time, the separate corporate existence of Merger Sub will cease. Immediately after the occurrence of the Effective Time, in the Second Merger, OBDE, as the surviving company of the Initial Merger, will merge with and into OBDC in accordance with the MGCL, with OBDC as the surviving entity.

If the Mergers are consummated, each OBDE Shareholder will be entitled to receive shares of OBDE Common Stock equal to the Exchange Ratio for each share of OBDE Common Stock. The number of shares of OBDC Common Stock to be received will be subject to adjustment only if, between the date of the Merger Agreement and the effective time of the Mergers, the respective outstanding shares of OBDC Common Stock or OBDE Common Stock have increased or decreased or changed into or been exchanged for a different number or kind of shares or securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities is declared with a record date within such period.

Under the terms of the Merger Agreement, the Exchange Ratio will be determined as of the Determination Date prior to the effective date of the Mergers and based on (i) the OBDC Per Share NAV and the OBDE Per Share NAV and (ii) the OBDC Common Stock Price.

No fractional shares of OBDC Common Stock will be issued, and holders of OBDE Common Stock will receive cash in lieu of fractional shares.

Following the Mergers, OBDC intends to continue its operations as conducted before the Mergers.

Background of the Mergers

The OBDC Board and the OBDE Board regularly review and assess the business and operations of OBDC and OBDE, respectively, with the goal of maximizing shareholder value. As part of these reviews, from time to time, the OBDC Board and the OBDE Board, together with management of OBDC and OBDE, as applicable, have considered a variety of potential strategic transactions and alternatives available to OBDC and OBDE, respectively, such as mergers, acquisitions, joint ventures and other similar transactions, including whether or not to engage in a strategic transaction or to engage in a transaction with a BDC affiliated with Blue Owl. As part of these ongoing reviews and assessments, the OBDC Board and the OBDE Board, together with management of OBDC and OBDE, as applicable, have considered, among other things, that larger BDCs generally have (i) higher trading multiples and volume, which could allow OBDC Shareholders and OBDE Shareholders, respectively, flexibility to manage their investments and (ii) advantages of increased scale when issuing debt and negotiating credit facilities.

On June 4, 2024, a joint meeting of the OBDC Board and the OBDE Board was held for the purpose of discussing strategic transaction considerations. Representatives of Eversheds Sutherland (US) LLP (“Eversheds Sutherland”), counsel to the OBDC Board and the OBDE Board, attended the meeting and reviewed with the OBDC Board and OBDE Board the fiduciary duties and standards of conduct applicable to the directors under the MGCL and the 1940 Act as well as additional 1940 Act considerations in connection with a merger of affiliated BDCs. Management then discussed that OBDC Adviser, OBDE Adviser and their respective affiliates had been considering various strategic transactions for the diversified BDCs on Blue Owl’s Credit platform including mergers, acquisitions, joint ventures and other similar transactions, including whether or not to engage in a strategic transaction or to engage in a transaction with an affiliate and at this time was proposing that the OBDC Board and the OBDE Board consider a proposed merger of OBDC and OBDE in the coming months. The independent members of the OBDC Board and the OBDE Board then met in executive session with representatives of Eversheds

Sutherland present to discuss the information presented and agreed to give further consideration to a proposed merger between OBDC and OBDE.

On June 6, 2024, representatives of management, Kirkland & Ellis LLP (“Kirkland”), counsel to OBDC Adviser and OBDE Adviser, and Eversheds Sutherland met to discuss the manner in which OBDC and OBDE would negotiate any proposed merger.

On June 10, 2024, a joint meeting of the OBDC Independent Directors and the OBDE Independent Directors was held for the purpose of discussing a proposed merger between OBDC and OBDE. Representatives of Eversheds Sutherland attended the meeting and a representative of Stradley Ronon Stevens & Young, LLP (“Stradley”) attended portions of the meeting. The OBDC Independent Directors and the OBDE Independent Directors determined that pursuing a review of the strategic transaction alternatives available to OBDC and OBDE would be beneficial to OBDC Shareholders and OBDE Shareholders, and proceeded to review such alternatives. At the conclusion of such review, the OBDC Independent Directors and the OBDE Independent Directors agreed to continue to discuss the proposed merger between OBDC and OBDE. The OBDC Independent Directors and OBDE Independent Directors each discussed their fiduciary duties and identified and discussed potential conflicts of interest in connection with a proposed merger of OBDC and OBDE and discussed forming a special committee comprised of all of the Independent Directors of OBDC and a special committee of all of the Independent Directors of OBDE and hiring additional legal and financial advisors to aid in their consideration and negotiation of a proposed merger. The OBDC Independent Directors and the OBDE Independent Directors then selected certain nationally recognized investment banks to interview for the role of financial advisor in connection with the proposed merger and agreed to ask management to coordinate such interviews. The OBDC Independent Directors and the OBDE Independent Directors then met with the representative of Stradley and considered whether to engage Stradley to advise the independent members of the OBDC Board or the OBDE Board in connection with a proposed merger. The Stradley representative represented that Stradley was independent of OBDC Adviser and OBDE Adviser and their management organization within the meaning of rules adopted under the 1940 Act.

On June 17, 2024, the OBDC Special Committee and the OBDE Special Committee were formed. A joint meeting of the OBDC Special Committee and the OBDE Special Committee was held for the purpose of interviewing certain nationally recognized investment banks to act as financial advisors in connection with the consideration of various strategic transaction alternatives, including the proposed merger, by the OBDC Special Committee and the OBDE Special Committee. Representatives of each investment bank provided information to the OBDC Special Committee and the OBDE Special Committee about potentially acting as a financial advisor in connection with a strategic transaction and reviewed and discussed information about strategic alternatives available to OBDC and OBDE, including a proposed merger of OBDC and OBDE. Representatives of each investment bank also reviewed and discussed various potential exchange ratio structures that may be considered in connection with a proposed merger. Representatives of Eversheds Sutherland and Stradley also attended at the request of the OBDC Special Committee and the OBDE Special Committee. Following the meeting, the OBDC Special Committee and the OBDE Special Committee evaluated, among other things, each investment banks’ qualifications, each investment bank’s experience with transactions involving BDCs, each investment banks’ ability to provide high-quality financial advice and assistance with respect to the proposed merger, estimated fees to be charged in connection with a potential engagement and any conflicts or relationships between the relevant parties. The OBDC Special Committee and the OBDE Special Committee also considered approaching additional nationally recognized investment banks to serve as additional financial advisors in connection with the consideration of the proposed merger.

Also on June 17, 2024, the OBDC Board authorized the OBDC Special Committee to analyze and evaluate the proposed merger, including to determine whether the proposed merger is fair to and in the best interests of all OBDC Shareholders, and to determine whether to recommend that the full OBDC Board approve the proposed merger or any agreements or arrangements proposed to be entered into by OBDC . Among other things, the OBDC Special Committee was authorized to: (1) review, evaluate, consider and monitor negotiations related to the terms and conditions of the proposed merger and any agreements or arrangements proposed to be entered into by OBDC or OBDE, as applicable, in connection with or relating to any proposed merger, including to determine whether any proposed merger is fair to and in the best interests of all OBDC Shareholders ; (2) review, evaluate, consider and negotiate on behalf of OBDC the terms and conditions of any agreements or arrangements proposed to be entered

into by OBDC, or the surviving entity following the proposed merger or any of their respective affiliates, on the one hand, and with or for the benefit of Blue Owl or any of its respective affiliates, on the other hand, in connection with or relating to the proposed merger; (3) recommend to the full OBDC Board what action, if any, should be taken by the OBDC Board with respect to the proposed merger and any such agreements or arrangements proposed to be entered into in connection with or relating to the potential merger; and (4) take such other actions as the OBDC Special Committee may deem to be necessary or appropriate to discharge its duties.

Also on June 17, 2024, the OBDC Special Committee conveyed to management that it had determined to engage BofA Securities to act as a financial advisor and, if requested, provide an opinion as to the fairness from a financial point of view of the proposed consideration in any potential transaction to the OBDC Special Committee and asked management to inform the financial advisor. The OBDC Special Committee also requested that Eversheds Sutherland commence diligence related to the proposed merger, which included a review of OBDC’s and OBDE’s current credit facilities, outstanding unsecured notes, material contracts and governing documents.

Also on June 17, 2024, the OBDE Board authorized the OBDE Special Committee to analyze and evaluate the proposed merger, including to determine whether the proposed merger is fair to and in the best interests of all OBDE Shareholders and to determine whether to recommend that the full OBDE Board approve the proposed merger or any agreements or arrangements proposed to be entered into by OBDE. Among other things, the OBDE Special Committee was authorized to: (1) review, evaluate, consider and monitor negotiations related to the terms and conditions of the proposed merger and any agreements or arrangements proposed to be entered into by OBDE in connection with or relating to any proposed merger, including to determine whether any proposed merger is fair to and in the best interests of all OBDE Shareholders; (2) review, evaluate, consider and negotiate on behalf of OBDE the terms and conditions of any agreements or arrangements proposed to be entered into by OBDE or the surviving entity following the proposed merger or any of their respective affiliates, on the one hand, and with or for the benefit of Blue Owl or any of its respective affiliates, on the other hand, in connection with or relating to the proposed merger; (3) recommend to the full OBDE Board what action, if any, should be taken by the OBDE Board with respect to the proposed merger and any such agreements or arrangements proposed to be entered into in connection with or relating to the proposed merger; and (4) take such other actions as the OBDE Special Committee may deem to be necessary or appropriate to discharge its duties.

Also on June 17, 2024, the OBDE Special Committee conveyed to management that it had determined to engage KBW to act as a financial advisor and, if requested, to provide an opinion to the OBDE Special Committee as to the fairness from a financial point of view of the proposed consideration in any potential transaction, and asked management to inform KBW. The OBDE Special Committee also requested that Eversheds Sutherland, as counsel to OBDE, and Stradley commence legal due diligence related to the proposed merger, which included a review of OBDC’s and OBDE’s current credit facilities, outstanding unsecured notes, material contracts and governing documents.

Also on June 17, 2024, the OBDE Special Committee engaged Stradley to serve as independent counsel to the OBDE Special Committee and discussed the scope of information to be requested from the OBDE Adviser by each of Stradley and KBW.

On June 18, 2024, the OBDC Special Committee asked Eversheds Sutherland, who was already counsel to the independent directors comprising the OBDC Special Committee, to begin drafting the Merger Agreement and discussed the scope of information to be requested from the OBDC Adviser by each of Eversheds and BofA Securities.

On June 24, 2024, the OBDC Special Committee and the OBDE Special Committee held a joint meeting with representatives of Eversheds Sutherland and Stradley to discuss the timing and process for engaging BofA Securities and KBW, as applicable, and negotiating the terms of the proposed merger. The OBDC Special Committee also noted that OBDC and OBDE had provided waivers to enable Eversheds Sutherland to provide joint representation to each of OBDC and OBDE (but not the OBDE Special Committee) in connection with the proposed merger. Following this meeting, the OBDE Special Committee met with representatives of Stradley to discuss the proposed terms of KBW’s engagement and the OBDC Special Committee met with Eversheds Sutherland to discuss the proposed terms of BofA Securities’ engagement.

On June 27, 2024, representatives of Eversheds Sutherland, on behalf of the OBDC Special Committee, provided drafts of the Merger Agreement to OBDC Adviser, OBDE Adviser, Kirkland and Stradley.

From June 27, 2024 to July 15, 2024, representatives of Stradley, on behalf of the OBDE Special Committee, and representatives of Kirkland, on behalf of OBDC Adviser and OBDE Adviser, provided comments on the draft Merger Agreement to representatives of Eversheds Sutherland. Throughout such period, representatives of Eversheds Sutherland discussed the draft Merger Agreement with the OBDC Special Committee, and representatives of Stradley discussed the draft Merger Agreement with the OBDE Special Committee.

On July 3, 2024, representatives of Stradley, on behalf of the OBDE Special Committee, submitted a written diligence request to Blue Owl, on behalf of OBDC Adviser and OBDE Adviser, for certain additional information to assist in the OBDE Special Committee’s evaluation and consideration of the proposed merger (the “OBDE Diligence Request”). Among other things, the OBDE Diligence Request covered requests related to (i) the anticipated structure and terms of the proposed merger, (ii) the anticipated federal income tax consequences of the proposed merger, (iii) anticipated liabilities and fees and expenses of the proposed merger, (iv) a comparison of the fees and expenses payable by OBDC to OBDC Adviser relative to the fees and expenses payable by OBDE to OBDE Adviser, (v) a dividend yield comparison, (vi) information related to the investment advisory experience of OBDC Adviser, (vii) the anticipated benefits and disadvantages of the proposed merger to OBDE Shareholders, (viii) how OBDE’s securities will be valued for purposes of the proposed merger, and (ix) a discussion of whether the interests of OBDE Shareholders will be diluted as a result of the proposed merger.

On July 11, 2024, Blue Owl, on behalf of OBDC Adviser and OBDE Adviser, sent a response to the diligence request list to Stradley, on behalf of the OBDE Special Committee and supplementally responded to additional diligence requests from Stradley.

On July 12, 2024, the OBDC Special Committee held a meeting with representatives of BofA Securities and Eversheds Sutherland and the OBDC Special Committee entered into an engagement letter with BofA Securities to serve as a financial advisor to the OBDC Special Committee with respect to the proposed merger. At this meeting, the OBDC Special Committee reviewed with BofA Securities information regarding various considerations related to the proposed merger. Representatives of BofA Securities discussed certain public market perspectives and other information with respect to OBDC, OBDE and certain other BDCs, including balance sheet and financial highlights, current and historical trading performance and the cost of financing. Representatives of BofA Securities then reviewed the OBDC and OBDE investment portfolios, discussed with the OBDC Special Committee certain financial projections prepared by the OBDC Adviser and the OBDE Adviser and reviewed certain operational synergies that might result from a combined company. BofA Securities also discussed the use of a fixed or floating exchange ratio, or a combination of the two, and the various benefits and considerations of each, but did not propose a specific exchange ratio. The OBDC Special Committee then discussed with BofA Securities certain considerations and questions with respect to a proposed merger. The OBDC Special Committee then met in executive session with representatives of Eversheds Sutherland to further discuss BofA Securities’ presentation and the proposed merger. The OBDC Special Committee determined to continue discussions with BofA Securities in furtherance of the proposed merger.

Also on July 12, 2024, the OBDE Special Committee engaged KBW to act as a financial advisor to the OBDE Special Committee with respect to the proposed merger.

On July 15, 2024, the OBDC Special Committee held a meeting with representatives of BofA Securities and Eversheds Sutherland at which BofA Securities discussed certain relationships with OBDC, Blue Owl and their affiliates, as well as additional considerations with respect to the proposed merger. Representatives of BofA Securities continued discussions related to the OBDC and OBDE portfolios, potential alternatives for an exchange ratio, including a NAV-for-NAV exchange ratio, a fixed exchange ratio and possible premium split exchange ratios where a portion of the trading premium of OBDC Common Stock would be shared with OBDE shareholders subject to a cap, and other structuring considerations, including whether a fee waiver or expense reimbursement from OBDC Adviser or additional dividends should be considered as part of the transaction. The OBDC Special Committee then met in executive session with representatives of Eversheds Sutherland to further discuss BofA

Securities’ presentation and the proposed merger. The OBDC Special Committee determined to continue discussions with BofA Securities in furtherance of the proposed merger.

On July 16, 2024, Eversheds Sutherland, on behalf of the OBDC Special Committee, circulated a revised draft of the Merger Agreement to OBDC Adviser, OBDE Adviser, Kirkland and Stradley.

On July 17, 2024, representatives of BofA Securities and representatives of the OBDC Special Committee continued to discuss the terms of the proposed merger, including possible premium split exchange ratios where a portion of the trading premium of OBDC Common Stock would be shared with OBDE shareholders subject to a cap.

On July 19, 2024, representatives of Eversheds Sutherland, on behalf of the OBDC Special Committee, OBDC and OBDE, and representatives of Kirkland, on behalf of OBDC Adviser and OBDE Adviser, discussed the revised Merger Agreement.

On July 22, 2024, the OBDC Special Committee held a meeting with representatives of Eversheds Sutherland and, for portions of the meeting, representatives of BofA Securities. At the meeting, the OBDC Special Committee discussed whether to engage MUFG and ING as co-financial advisors to assist with the OBDC Special Committee’s review of the proposed merger. The OBDC Special Committee discussed that MUFG could provide additional information with respect to the potential ratings impact of the proposed merger and ING could provide analysis with respect to the combined company’s optimal capital structure. The OBDC Special Committee reviewed information from management with respect to such additional services that MUFG and ING could provide as well as the fees for such services. Then representatives of BofA Securities joined the meeting and discussed certain updates that had been made to the financial models for the proposed merger and presented the OBDC Special Committee with a proposed premium split exchange ratio in which (i) 50% of the trading premium of OBDC Common Stock would be shared with OBDE Shareholders up to a trading premium of 1.03x NAV per share; and (ii) an incremental 25% of the trading premium of OBDC Common Stock would be shared with OBDE Shareholders up to a trading premium of 1.06x NAV per share. The representatives of BofA Securities noted that this would result in a total trading premium cap of 2.25% when OBDC Common Stock was trading at more than 1.06x NAV per share. The BofA Securities representatives also presented other terms of the proposed merger. After further discussion, the OBDC Special Committee instructed BofA Securities to communicate the proposed merger terms to KBW, as financial advisor to the OBDE Special Committee.

On July 24, 2024, representatives of Eversheds Sutherland and representatives of the OBDC Special Committee reviewed the key terms of the Merger Agreement, including, among other things, deal protections, closing conditions and termination rights.

On July 26, 2024, the OBDE Special Committee held a meeting with representatives of KBW and Stradley also in attendance at which KBW representatives reviewed the proposed merger terms communicated by BofA Securities on behalf of the OBDC Special Committee. The OBDE Special Committee then met in executive session with a representative of Stradley to further discuss the proposed merger terms and consideration of potential adjustments thereto, as well as the key terms of the revised Merger Agreement. The OBDE Special Committee determined that the best approach would be for the committee to give further consideration to the proposed merger terms and hold another meeting with representatives of KBW and Stradley on July 29, 2024.

Also on July 26, 2024, the OBDE Special Committee and the OBDC Special Committee held a joint meeting with representatives of Eversheds Sutherland to review the key terms of the Merger Agreement, including among other things, deal protections, closing conditions and termination rights. Representative of Eversheds Sutherland responded to questions from the OBDC Special Committee and the OBDE Special Committee with respect to the Merger Agreement.

Also on July 26, 2024, the OBDC Special Committee held a meeting with representatives of Eversheds Sutherland to discuss the engagement of additional financial advisors. The OBDC Special Committee determined to proceed with the engagement of MUFG and ING as co-financial advisors to the transaction, noting that they could provide additional support and services in connection with the OBDC Special Committee’s evaluation of the proposed merger. The OBDC Special Committee also discussed engaging Truist to serve as an additional financial advisor with respect to the proposed merger to assist with the OBDC Special Committee’s review of the proposed

merger. The OBDC Special Committee discussed additional services that Truist could provide as well as the fees for such services, and determined to engage Truist as a financial advisor to the OBDC Special Committee.

In addition, representatives of Eversheds Sutherland discussed the New OBDC Investment Advisory Agreement relating to the accounting treatment that would be applicable to the proposed merger and the consequences of the asset acquisition method of accounting on both the financial statements of OBDC after closing of the proposed merger as well as the incentive fees payable under the Current OBDC Investment Advisory Agreement. It was noted that the asset acquisition method of accounting was not expected to have any tax consequences for OBDC Shareholders or OBDE Shareholders as the proposed merger was expected to be considered a “reorganization” under the Code. However, the representatives of Eversheds Sutherland noted that purchase accounting adjustment for a purchase premium or discount paid for the acquisition of another BDC in a merger, such as in the proposed merger, would immediately following closing of the proposed merger create unrealized depreciation or appreciation, as applicable, for OBDC because OBDC would be required to allocate the premium or discount to the acquired assets and write down, or write up, as applicable, the former OBDE assets from the fair value at which they were acquired. The effects of this unrealized depreciation or appreciation, as applicable, and subsequent realized loss or gain, as applicable, upon the disposition of the OBDE assets acquired, with a corresponding reversal of the unrealized depreciation or appreciation, as applicable, resulting from the asset acquisition method of accounting on OBDC were discussed. The representatives from Eversheds Sutherland explained that as a result, management of OBDC was proposing an amendment to the Current OBDC Investment Advisory Agreement, which would not change the management or incentive fee rates but would seek to adjust (i) the calculation of the incentive fee based on income to exclude any amortization or accretion of any purchase premium or purchase discount to interest income resulting solely from the purchase accounting for any premium or discount paid for the acquisition of assets in a merger and (ii) the calculation of the incentive fee based on capital gains to exclude realized capital gains, realized capital losses or unrealized capital appreciation or depreciation resulting solely from the purchase accounting for any premium or discount paid for the acquisition of assets in a merger. The representatives from Eversheds Sutherland also discussed additional proposed amendments to the Current OBDC Investment Advisory Agreement to remove provisions related to the North American Securities Administrators Association Omnibus Guidelines (“NASAA Omnibus Guidelines”) that are not applicable to BDCs with securities traded on a national securities exchange and certain other provisions that have not applied to OBDC since OBDC Common Stock began trading on the NYSE.

From July 26, 2024 to July 31, 2024, the OBDC Special Committee and the OBDE Special Committee communicated separately with representatives of Eversheds Sutherland, Stradley, BofA Securities and KBW regarding various matters related to the proposed merger, including the potential exchange ratio and provisions of the Merger Agreement. The OBDC Special Committee and the OBDE Special Committee considered a range of exchange ratios that they believed would be acceptable with respect to OBDC and OBDE, respectively, deciding that it was appropriate to consider a NAV-for-NAV exchange ratio as the “floor” in a potential merger to the extent that OBDC Common Stock was not trading in excess of OBDC’s closing NAV. The overlap of acceptable ranges in terms of premium to OBDE’s NAV as of June 30, 2024, ranged from a 2.25% premium to a 2.50% premium. The OBDC Special Committee and the OBDE Special Committee considered the benefits of the proposed transaction to each of OBDC and OBDE and determined to provide instructions to their respective financial advisors regarding an exchange ratio corresponding to a NAV-for NAV transaction if OBDC were trading below NAV at the closing of the merger or a premium split transaction to the extent that OBDC Common Stock was trading in excess of OBDC’s NAV at closing where 50% of the trading premium of OBDC Common Stock would be shared with OBDE Shareholders subject to a cap of 2.25% to OBDE Per Share NAV at closing. The OBDC Special Committee and the OBDE Special Committee recognized that, based on the foregoing, the proposed exchange ratio provided the opportunity for NAV per share accretion for OBDC if shares of OBDC Common Stock traded at a premium to NAV per share on the Determination Date and, if that is the case, shares of OBDC Common Stock would be issued at a premium to OBDE Per Share NAV

On July 29, 2024, the OBDE Special Committee held a meeting with representatives of KBW and Stradley also in attendance at which the OBDE Special Committee engaged in further discussion with representatives of KBW regarding the proposed merger terms. Following the meeting, the OBDE Special Committee met in executive session with representatives of Stradley to discuss the proposed merger terms, as well as the proposed engagement

of an additional financial advisor. The OBDE Special Committee discussed additional support and services that SMBC as a co-financial advisor to the transaction could provide in connection with the OBDE Special Committee’s analysis of the proposed merger. The OBDE Special Committee discussed that SMBC could provide additional analysis of the unsecured bond market and new issue pricing for OBDE on a stand alone basis as compared to the combined company and determined to proceed with the engagement of SMBC as a co-financial advisor to the transaction.

On July 31, 2024, the OBDE Special Committee held a meeting with representatives of KBW and Stradley at which the OBDE Special Committee engaged in further discussion with representatives of KBW regarding updated terms to the merger proposal that resulted from discussions between BofA Securities, as authorized by the OBDC Special Committee, and KBW, as authorized by the OBDE Special Committee.

From July 31, 2024 to August 2, 2024, representatives of the OBDC Special Committee and the OBDE Special Committee discussed with representatives of OBDC Adviser the terms of a potential expense reimbursement. On August 2, 2024, representatives of the OBDC Special Committee and the OBDE Special Committee conveyed to representatives of Eversheds Sutherland and Stradley, respectively, the terms of the agreed upon expense reimbursement pursuant to which, solely in the event the Mergers are consummated, OBDC Adviser would agree to reimburse OBDC and OBDE for up to 50% of all fees and expenses incurred and payable on their half in connection with or related to the Merger and the Merger Agreement in an amount not to exceed $4.25 million.

From July 16, 2024 to August 2, 2024, representatives of Eversheds Sutherland, Stradley and Kirkland continued to revise the Merger Agreement, a substantially final draft of which was circulated to all of the members of the OBDC Special Committee, the OBDC Board, the OBDE Special Committee and the OBDE Board in advance of the meetings on August 6, 2024.

On August 6, 2024, the OBDC Board, the OBDE Board, the OBDC Special Committee and the OBDE Special Committee each held a meeting. Representatives of management of OBDC and OBDE, OBDC Adviser, OBDE Adviser, Stradley and Eversheds Sutherland were also in attendance, along with representatives of BofA Securities and Truist for the OBDC Board and the OBDC Special Committee meetings and representatives of KBW for the OBDE Board and the OBDE Special Committee meetings. At the various meetings, representatives from Eversheds Sutherland, in its role as counsel to OBDC and OBDE, reviewed with the OBDC Independent Directors and the OBDE Independent Directors the revised draft of the Merger Agreement, which had been circulated prior to the meeting, as well as its material terms, including the proposed exchange ratio, and also reviewed the fiduciary duties of the OBDC Independent Directors and the OBDE Independent Directors and related 1940 Act considerations, including those related to Rule 17a-8, and other tax, regulatory and corporate matters.

In addition, management of OBDC discussed the New OBDC Investment Advisory Agreement, a copy of which had been provided to the OBDC Board in advance of the meeting, and explained that OBDC Shareholder approval of the New OBDC Investment Advisory Agreement would not be a condition to the closing of the Mergers. The OBDC Board, including each of the OBDC Independent Directors, voted unanimously to approve the New OBDC Investment Advisory Agreement to take effect, subject to receipt of OBDC Shareholder approval. See “OBDC Proposal II: Approval of the Advisory Agreement Amendment Proposal” for a more detailed description of the New OBDC Advisory Agreement and the factors that the OBDC Board considered when approving the New OBDC Advisory Agreement.

Also on August 6, 2024, at the OBDC Special Committee and OBDC Board meetings, BofA Securities reviewed with the OBDC Board and the OBDC Special Committee its financial analysis of the Exchange Ratio and delivered to the OBDC Special Committee and OBDC Board an oral opinion, which was confirmed by delivery of a written opinion dated August 6, 2024, to the effect that, as of that date and based on and subject to various assumptions and limitations described in its opinion, the Exchange Ratio provided for in the Mergers was fair, from a financial point of view, to OBDC, as more fully described in the section entitled “—Opinion of the OBDC Special Committee’s Financial Advisor.”

Following a discussion of the foregoing matters and the other matters presented, the OBDC Special Committee, after meeting in executive session with representatives from Eversheds Sutherland, determined that the Merger

Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of OBDC and OBDC Shareholders and recommended the Mergers to the OBDC Board. Thereafter, based in part upon the unanimous recommendations of the OBDC Special Committee, the OBDC Board, including the OBDC Independent Directors, unanimously (1) determined that the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of OBDC and OBDC Shareholders; (2) approved and adopted the Merger Agreement; (3) ratified the formation of Merger Sub and approved the Second Merger and the other transactions contemplated by the Merger Agreement; and (4) determined that the Mergers would satisfy the requirements of Rule 17a-8 under the 1940 Act. The OBDC Board, including the OBDC Independent Directors, also unanimously authorized convening the OBDC Special Meeting, directed that the OBDC Proposals be submitted to OBDC Shareholders for approval and recommended that OBDC Shareholders vote to approve the OBDC Proposals.

Also on August 6, 2024, at the OBDE Special Committee and OBDE Board meetings, KBW reviewed the proposed exchange ratio and the financial aspects of the proposed merger with the OBDE Special Committee and the OBDE Board and rendered an opinion to the OBDE Special Committee and the OBDE Board, which opinion was initially rendered verbally and which was subsequently confirmed in a written opinion, dated August 6, 2024, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the exchange ratio in the Initial Merger was fair, from a financial point of view, to the holders of OBDE common stock, as more fully described in the section entitled “—Opinion of the OBDE Special Committee’s Financial Advisor.” At the direction of OBDE and with the consent of the OBDE Special Committee, KBW assumed, without independent verification, for purposes of its analyses and opinion, that the OBDE Per Share NAV (as defined in the merger agreement) and the OBDC Per Share NAV (as defined in the Merger Agreement) will be $15.26 and $15.62, respectively, and that, based on the foregoing and if the OBDC Common Stock Price (as defined in the merger agreement) were equal to the closing price per share of OBDC common stock on August 2, 2024 and less than the OBDC Per Share NAV, the exchange ratio in the Initial Merger of shares of OBDC common stock for each share of OBDE common stock will be 0.9770x. At the direction of OBDC, and with the consent of the OBDC Special Committee, BofA Securities assumed, without independent verification, for purposes of its analyses and opinion that the OBDC Per Share NAV (as defined in the Merger Agreement) and OBDE Per Share NAV (as defined in the Merger Agreement) would be approximately $15.62 and $15.26, respectively, as of the Determination Date and that, assuming the OBDC Common Stock Price is equal to or lesser than the OBDC Per Share NAV, the Exchange Ratio would be 0.9770x. Furthermore, at the direction of OBDC, and with the consent of the OBDC Special Committee, BofA Securities assumed, without independent verification, for purposes of its analyses and opinion, that OBDE Shareholders will receive a special distribution of OBDE undistributed income totaling approximately $44 million, or $0.35 per OBDE share.

Following a discussion of the foregoing matters and the other matters presented, the OBDE Special Committee met in executive session with representatives of Stradley, during which Stradley reviewed the fiduciary duties of the members of the OBDE Special Committee and related 1940 Act considerations, including those related to Rule 17a-8 under the 1940 Act, the OBDE Special Committee considered certain information provided by SMBC, and the OBDE Special Committee discussed material aspects of the KBW presentation. After further discussion, the OBDE Special Committee determined that the Merger Agreement, the Initial Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of OBDE and OBDE Shareholders and recommended the Mergers to the OBDE Board. Thereafter, based in part upon the unanimous recommendations of the OBDE Special Committee, the OBDE Board, including the OBDE Independent Directors, unanimously (1) determined that the Merger Agreement, the Initial Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of OBDE and OBDE Shareholders; (2) approved and adopted the Merger Agreement; (3) approved the Initial Merger and the other transactions contemplated by the Merger Agreement; and (4) determined that the Mergers would satisfy the requirements of Rule 17a-8 under the 1940 Act. The OBDE Board, including the OBDE Independent Directors, also unanimously authorized convening the OBDE Special Meeting, directed that the Merger Proposal be submitted to OBDE Shareholders for approval and recommended that OBDE Shareholders vote to approve the Merger Proposal.

On August 7, 2024, following the meetings of the OBDC Special Committee, the OBDC Board, the OBDE Board and the OBDE Special Committee, OBDC, OBDE, Merger Sub, OBDC Adviser and OBDE Adviser executed and delivered the Merger Agreement.

Also on August 7, 2024, OBDC and OBDE issued a joint press release announcing the execution of the Merger Agreement.

Reasons for the Mergers—OBDC

At various telephonic OBDC Board meetings, the OBDC Board and the OBDC Special Committee considered the approval of the Mergers and the Merger Agreement, as well as the New OBDC Investment Advisory Agreement. In connection with its consideration, the OBDC Special Committee requested and OBDC Adviser and OBDE Adviser provided information regarding the proposed Mergers, OBDE, and the anticipated effects of the Mergers on OBDC and OBDC Shareholders, both immediately after the Mergers and over the longer-term assuming that some or all of the anticipated benefits of the Mergers are realized. Over the course of its review of the materials and information provided and its consideration of the Mergers, the OBDC Board and the OBDC Special Committee consulted with their legal adviser, Eversheds Sutherland, and other advisors, as well as OBDC’s management and OBDC Adviser. In addition, the OBDC Special Committee was advised by BofA Securities and Truist, as well as MUFG and ING. The OBDC Board and the OBDC Special Committee considered the nature and adequacy of the information provided, including the terms of the Merger Agreement and their duties under state and federal law in approving the Mergers and the conflicts of interest presented by the transactions provided for in the Merger Agreement. The OBDC Board also considered the effect of the New OBDC Investment Advisory Agreement on the combined company following the closing of the Mergers. The OBDC Board and the OBDC Special Committee considered numerous factors, including the ones described below, in connection with their consideration and approval of the Mergers. On August 6, 2024, the OBDC Special Committee determined and recommended that the OBDC Board determine that the Mergers are in the best interests of OBDC and in the best interests of OBDC Shareholders, and that existing OBDC Shareholders will not suffer any dilution for purposes of Rule 17a-8 of the 1940 Act as a result of the Mergers.Later on August 6, 2024, the OBDC Board unanimously determined that the Mergers are in the best interests of OBDC and in the best interests of OBDC Shareholders, and that existing OBDC Shareholders will not suffer any dilution for purposes of Rule 17a-8 of the 1940 Act as a result of the Merger.

In considering the Mergers, the OBDC Board, with the participation throughout of the OBDC Special Committee, reviewed comparative information about OBDC and OBDE including, among other items: (1) their investment goals, strategies, policies and restrictions; (2) their individual holdings and the quality of such holdings, including, in particular, the holdings of OBDE that were not currently held by OBDC; (3) their valuation policies and procedures; (4) their existing leverage facilities and permissible asset coverage ratios under the 1940 Act; (5) their short-term and long-term investment performance history and financial results; (6) the amount of past dividends and distributions and the anticipated effect of the Mergers on future OBDC earnings and distributions; (7) the trading history of OBDC and OBDE, including current and historical premiums and/or discounts at which OBDC and OBDE have traded; and (8) their respective investment advisory agreements and expense ratios. In addition, the OBDC Board and the OBDC Special Committee reviewed comprehensive information regarding the anticipated immediate benefits and possible risks to OBDC as a result of the Mergers, and the anticipated investment, market and financial synergies to be experienced by the combined company over the shorter and longer-term. With respect to the potential impacts to OBDC and OBDC Shareholders as a result of the Merger, the OBDC Board and the OBDC Special Committee also considered information and analysis from BofA Securities and Truist.

The OBDC Board and the OBDC Special Committee, separately, weighed various benefits and risks in considering the Mergers, both with respect to the immediate effects of the Mergers on OBDC and OBDC Shareholders and with respect to the potential benefits that could be experienced by the combined company after the Mergers. Some of the material factors considered by the OBDC Board and the OBDC Special Committee that assisted it in concluding that the Mergers are in the best interests of OBDC and OBDC Shareholders included, among others:

Increased Scale and Diversification

The OBDC Board and the OBDC Special Committee considered various possible advantages to the combined company as a result of its larger size. The combined company would be the second largest publicly traded BDC by total assets as of June 30, 2024, with combined investments of approximately $17.7 billion, and would have an estimated NAV of approximately $8 billion. The proposed merger would increase OBDC’s total investments by approximately 30%. The OBDC Board and the OBDC Special Committee considered that diversification is key to risk mitigation for a BDC in that diversification reduces the reliance on the success of one singular investment, and the proposed merger strengthens that effort.

The OBDC Board and the OBDC Special Committee also acknowledged that a combined portfolio would result in a more senior secured, diversified portfolio with improved credit quality compared to OBDC’s current portfolio. The OBDC Board and the OBDC Special Committee reviewed materials showing that the average investment size as a percentage of the portfolio at fair value at fair value would be 0.4%, based on the individual portfolios as of June 30, 2024. Additionally, the acquisition of OBDE would result in a combined portfolio more heavily weighted toward first-lien, senior secured investments, investments rated 1 or 2 (the 2 highest OBDC rating categories), and performing investments.

Improved Secondary Market Liquidity

The OBDC Board and the OBDC Special Committee contemplated the impact the Mergers would have on the trading liquidity for OBDC Shareholders. The OBDC Board and the OBDC Special Committee reviewed analysis that suggests, on average, larger BDCs tend to have higher daily trading volumes. Increased trading volumes could provide existing OBDC Shareholders more flexibility to manage their investments and allow new shareholders to build positions in OBDC more efficiently. The OBDC Board and the OBDC Special Committee also considered that the elimination of a second diversified publicly traded BDC managed by Blue Owl reduces arbitrage opportunities while streamlining Blue Owl BDC’s organizational structure.

Acquisition of a Known, High-Quality Portfolio of Assets

The OBDC Board and the OBDC Special Committee noted that there was significant overlap between OBDC and OBDE’s portfolios, as approximately 90% of investments in OBDE were also held in OBDC as of June 30, 2024. The OBDC Board and the OBDC Special Committee also considered that OBDC and OBDE employ the same investment strategy, and Blue Owl has been allocating the same investments to both funds since OBDE’s inception. The OBDC Board and the OBDC Special committee concluded that the combination of two known, diversified portfolios of investments, constructed and managed by the same centralized team, will facilitate portfolio consolidation and meaningfully mitigate potential integration risk.

Well-Balanced Capital Structure and Potential for Increased Access to Long-Term, Low-Cost, Flexible Debt Capital

The OBDC Board and the OBDC Special Committee discussed how the combined company may create potential for more diverse funding sources and create financing cost savings over time. The OBDC Board and the OBDC Special Committee noted the advantages of increased scale when issuing debt, as larger BDCs have historically issued in the institutional bond market at lower coupons. The OBDC Board and the OBDC Special Committee considered that in the long run, a larger, combined company may be more able to refinance debt at lower spreads than OBDC as a standalone entity. Furthermore, it was determined that larger, more liquid credit platforms historically have paid lower underwriting fees for their new issue discounts. The OBDC Board and the OBDC Special Committee assessed both the impact of reduced legal and joint lead arranger fees associated with the OBDC Revolving Credit Facility and the OBDE Revolving Credit Facility (together, the “Revolving Credit Facilities”), as well as rating agency costs with a larger, combined company compared to OBDC as a standalone entity. The OBDC Board and the OBDC Special Committee also determined that the combined company may benefit from OBDC’s higher investment grade credit ratings to drive additional funding cost savings.

Operational Synergies

The OBDC Board and the OBDC Special Committee reviewed the list of redundant professional services and other expenses associated with each BDC and determined that the potential expenses of the combined company would be less than the sum of the expenses of OBDC and OBDE on a standalone basis. The OBDC Board noted that although certain one-time merger related expenses would be borne by OBDC Shareholders, the annual operating expenses (excluding borrowing expense and advisory fees) are expected to be reduced as a percentage of net assets due to the elimination of redundant expenses. The OBDC Board and the OBDC Special Committee found that the expected decrease in the expenses of the combined company would benefit OBDC and OBDC Shareholders if the Mergers are approved.

Potential for NII Accretion Over Time

The OBDC Board and the OBDC Special Committee considered the long-term earnings profile of OBDC and the potential combined company while evaluating the Mergers and determined that the Mergers would be expected to be accretive to NII over time. The OBDC Board and the OBDC Special Committee considered the lower expense profile the combined company could have, through lower financing costs due to scale and elimination of redundant professional services and corporate expenses. Additionally, the OBDC Board and the OBDC Special Committee determined that NII could benefit further from incremental yield through portfolio mix optimization. The OBDC Board and the OBDC Special Committee concluded that a combined company would have an advantageous NII return profile over the long-term compared to OBDC alone as a result.

Opportunity for NAV Per Share Accretion

The OBDC Board and the OBDC Special Committee considered that if shares of OBDC Common Stock were trading at a premium to NAV per share at the Determination Date, the Exchange Ratio would result in a Second Merger that would be accretive to stand-alone NAV of per share OBDC due to the fact that OBDC shares would be issued at a premium to its NAV per share based on its trading price at the Determination Date and NAV per share.

Investment Strategies and Risks of Both Funds and Continuity of Blue Owl Credit Advisors and Management Team

The OBDC Board and the OBDC Special Committee reviewed both OBDC’s and OBDE’s investment program and acknowledged that they have identical investment objectives, substantially similar strategies and risks, and that each focuses primarily on investing in senior secured loans to sponsor-backed, middle-market companies that are defensively positioned across market cycles. The OBDC Board and the OBDC Special Committee took into consideration that OBDC and OBDE are each managed by affiliates of Blue Owl and, after the Mergers, the investment experience of OBDC Shareholders would likely be comparable in the combined company as there would be no increase to advisory fee rates and the contractual management and incentive fees would only change if the New OBDC Investment Advisory Agreement was approved.

Tax Consequences of the Mergers

The OBDC Board and the OBDC Special Committee considered that the Mergers are anticipated to be treated as a tax-free reorganization for federal income tax purposes and neither OBDC nor OBDC Shareholders are expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Mergers, except for any gain or loss that may result from the receipt of cash in lieu of fractional shares of OBDC Common Stock.

No Dilution for Purposes of Rule 17a-8 under the 1940 Act

The OBDC Board and the OBDC Special Committee considered that the Exchange Ratio (and thus the number of shares of OBDC Common Stock to be issued to OBDE Shareholders pursuant to the Merger Agreement) will be determined by taking into account the OBDC Per Share NAV and the OBDE Per Share NAV, as well as the OBDC Common Stock Price, supporting a determination that the interests of OBDC Shareholders will not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Mergers. The OBDC Special Committee and the OBDC Board considered that the Exchange Ratio provides the opportunity for NAV per share accretion for OBDC if shares

of OBDC Common Stock are trading at a premium to NAV per share on the Determination Date and, if that is the case, the value of the shares of OBDC Common Stock that would be issued to OBDE would be at a premium to OBDE Per Share NAV. The OBDC Special Committee and the OBDC Board considered that the Exchange Ratio provides that the number of shares of OBDC Common Stock to be issued to OBDE Shareholders pursuant to the Merger Agreement will be determined on a NAV-for-NAV basis if shares of OBDC Common Stock are not trading at a premium to NAV per share on the Determination Date.

Benefits Compared to Other Strategic Options

The OBDC Special Committee and the OBDC Board considered the potential benefits of the Mergers noted above relative to other strategic options, including a merger between OBDC and an unaffiliated BDC. When considering this, the OBDC Board and the OBDC Special Committee evaluated the prospects of acquiring an unknown portfolio of assets in which Blue Owl Credit did not lead the majority of the deals and the execution and implementation risks of an unaffiliated merger. Additionally, the OBDC Board and the OBDC Special Committee reviewed materials noting that change of control provisions exist in the majority of financing facilities and unsecured notes, which could trigger acceleration of breakage costs in the event of a merger with an unaffiliated BDC.

The OBDC Board and the OBDC Special Committee also weighed the option that OBDC could also choose to raise equity capital through public market follow-on offerings, but this could come with multiple detrimental outcomes to shareholders. If OBDC were to raise the equivalent amount of equity capital to reach the scale of the proposed combined company in public markets, disadvantages to shareholders include: the discount to trading levels that follow-on offerings are executed at, fees paid to bookrunners on equity offerings, and lower returns for a period of time following the equity offerings as OBDC holds the invested cash waiting to deploy the capital into attractive investment opportunities in line with OBDC’s strategy.

Opinion of the OBDC Special Committee’s Financial Advisor

The OBDC Special Committee considered an oral opinion, which was confirmed by delivery of a written opinion dated August 6, 2024, of BofA Securities to the OBDC Special Committee as to the fairness, from a financial point of view and as of the date of the opinion, to OBDC of the Exchange Ratio in the proposed Mergers, as fully described below in the section entitled “—Opinion of the OBDC Special Committee’s Financial Advisor.”

When considering the information described above, including all of the anticipated effects of the Mergers on OBDC and OBDC Shareholders and the related pro forma information, the OBDC Board noted that information based on projections and assumptions may be incorrect, is subject to change, and may fluctuate over time. The OBDC Board acknowledged that the pro forma information and the projections and assumptions on which the potential expenses, earnings, yield, dividend and trading price information is based depends on many factors and variables, including among other things, asset mix, the performance of individual investments, changing cost of service providers, portfolio turnover level, leverage, the cost of leverage, changes in interest rates and general market conditions. The OBDC Board noted that there is no assurance that any of the potential benefits to OBDC or OBDC Shareholders as a result of the Mergers will be realized, including any anticipated synergies, and that the combined company could experience detrimental effects that had not been anticipated.

In the course of its deliberations, the OBDC Board and the OBDC Special Committee also considered a variety of risks and other potentially negative factors, including the following (which are not in any relative order of importance):

•Failure to Close. It is possible that the Mergers may not be completed or that completion may be unduly delayed for reasons beyond control of OBDC or OBDE.

•Management Diversion. It is possible that the attention of management may be diverted during the period prior to completion of the Mergers, which may adversely affect OBDC’s business.

•Restrictions on Conduct of Business. the restrictions on the conduct of OBDC’s business prior to completion of the Mergers, requiring OBDC to conduct its business only in the ordinary course of business

in all material respects, subject to specific limitations, could delay or prevent OBDC from undertaking business opportunities that may arise pending completion of the Mergers.

•Restrictions on Superior Proposals. The Merger Agreement includes restrictions on the ability of OBDC to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions (as more fully described in the section entitled “Description of the Merger Agreement—Additional Agreements”), which could have the effect of discouraging such proposals from being made or pursued.

•Fees Associated with the Mergers. In general, OBDC will be responsible for the expenses incurred by OBDC in connection with the Mergers and the completion of the transactions contemplated by the Merger Agreement, if the Mergers are not consummated, including at least half of the costs and expenses of any filing and other fees payable by OBDC to the SEC in connection with the Mergers. Solely in the event the Mergers are consummated, OBDC Adviser shall reimburse each of OBDC and OBDE for 50% of all fees and expenses incurred and payable by OBDE or on its behalf, on the one hand, or OBDC or on its behalf, on the other hand, in connection with or related to the Mergers or the Merger Agreement (including all documented fees and expenses of counsel, accountants, experts and consultants to OBDE or the OBDE Special Committee, on the one hand, or OBDC or the OBDC Special Committee, on the other hand) with the amount reimbursed by OBDC Adviser to be allocated among OBDC and OBDE in a mutually agreeable manner; provided, however, that the aggregated amount of such fees and expenses reimbursed by OBDC Adviser shall not exceed $4.25 million.

•Absence of Appraisal Rights. OBDC Shareholders are not entitled to appraisal rights under the MGCL.

•Other Risks. There are various other risks associated with the Mergers and the business of OBDC and the combined company described in the section entitled “Risk Factors” and in the section entitled “Special Note Regarding Forward-Looking Statements.”

This discussion of the information and factors that the OBDC Board and the OBDC Special Committee considered in making its decision is not intended to be exhaustive, but includes the material factors considered by the OBDC Board and the OBDC Special Committee. Because of the wide variety of factors considered in connection with its evaluation of the Mergers and Merger Agreement and the complexity of those matters, the OBDC Board and the OBDC Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the OBDC Board may have given different weights to different factors.

The OBDC Special Committee consulted with BofA Securities and Truist, as its financial advisors, in evaluating the financial terms of the Mergers. The OBDC Special Committee also engaged ING and MUFG as co-financial advisors to the transaction to provide additional support and services in connection with the OBDC Special Committee’s analysis of the Mergers. Pursuant to the engagement, OBDC agreed to pay each of MUFG and ING cash fees of $500,000 and Truist a cash fee of $1,500,000.

In addition, the OBDC Board relied on its legal advisors for legal analysis in connection with the Mergers.

The OBDC Board and the OBDC Special Committee considered all of these factors and others as a whole and, on balance, determined the Mergers to be in the best interests of OBDC and OBDC Shareholders and unanimously approved the Mergers and the Merger Agreement.

Reasons for the Mergers—OBDE

At various telephonic meetings, the OBDE Board and the OBDE Special Committee considered various strategic transaction alternatives for OBDE. Each of the OBDE Board and the OBDE Special Committee sought to complete a careful, methodical process to evaluate potential strategic transaction alternatives by evaluating, among other things, (a) the value created through each potential strategic transaction alternative, (b) the incremental value created through potential share price appreciation following the closing of a potential strategic transaction alternative and (c) the degree of liquidity provided by each potential strategic transaction alternative in order to make an overall

assessment of the value to OBDE Shareholders of each alternative considered. In connection with its consideration of the Mergers, the OBDE Special Committee requested and OBDC Adviser and OBDE Adviser provided information regarding the proposed Mergers, OBDC, and the anticipated effects of the Mergers on OBDE and OBDE Shareholders, both immediately after the Mergers and over the longer-term assuming that some or all of the anticipated benefits of the Mergers are realized. Over the course of its review of the materials and information provided and its consideration of the Mergers, the OBDE Board, including the OBDE Special Committee, consulted with OBDE’s legal adviser, Eversheds Sutherland, and the OBDE’s Special Committee’s legal adviser, Stradley, as well as OBDE’s management and OBDE Adviser. In addition, the OBDE Special Committee consulted on financial matters with KBW, its financial advisor. The OBDE Board and the OBDE Special Committee considered the nature and adequacy of the information provided, including the terms of the Merger Agreement and their duties and statutory standards of conduct under state and federal law in approving the Mergers and the conflicts of interest presented by the transactions provided for in the Merger Agreement. The OBDE Board considered numerous factors, including the ones described below, in connection with its consideration and approval of the Mergers. On August 6, 2024, the OBDE Special Committee determined and recommended that the OBDE Board determine (i) that the Mergers are advisable and fair to and in the best interests of OBDE and OBDE Shareholders; and (ii) that the interests of the existing OBDE Shareholders would not be diluted as a result of the Mergers. Later on August 6, 2024, the OBDE Board unanimously determined (i) that the Mergers are advisable and fair to and in the best interests of OBDE and OBDE Shareholders; and (ii) that the interests of OBDE Shareholders would not be diluted as a result of the Mergers.

In considering the Mergers, the OBDE Board and the OBDE Special Committee reviewed comparative information about OBDC and OBDE including, among other items: (1) their investment goals, strategies, policies and restrictions; (2) their individual holdings and the quality of such holdings, including, in particular, the holdings of OBDC that were not currently held by OBDE; (3) their valuation policies and procedures; (4) their existing leverage facilities and permissible asset coverage ratios under the 1940 Act; (5) their short-term and long-term investment performance history and financial results; (6) the amount of past dividends and distributions and the anticipated effect of the Mergers on future OBDC earnings and distributions; (7) the trading history of OBDC and OBDE, including current and historical premiums and/or discounts at which OBDC and OBDE have traded; and (8) their respective investment advisory agreements and expense ratios. In addition, the OBDE Board and the OBDE Special Committee reviewed comprehensive information regarding the anticipated immediate benefits and possible risks to OBDE as a result of the Mergers, and the anticipated investment, market and financial synergies to be experienced by the combined company over the shorter and longer-term. The OBDE Board and the OBDE Special Committee also considered the potential financial impacts of the Mergers.

The OBDE Board and the OBDE Special Committee weighed various benefits and risks in considering the Mergers, both with respect to the immediate effects of the Mergers on OBDE and OBDE Shareholders and with respect to the potential benefits that could be experienced by the combined company after the Mergers. Some of the material factors considered by the OBDE Board and the OBDE Special Committee with respect to the Mergers that assisted it in concluding that the Mergers are in the best interests of OBDE and OBDE Shareholders included, among others:

Increased Scale and Diversification

The OBDE Board and the OBDE Special Committee considered various possible advantages to the combined company as a result of its larger size. The combined company would be the second largest public traded BDC by total assets as of June 30, 2024, with combined investments of approximately $17.7 billion, and would have an estimated NAV of approximately $8 billion. The proposed merger would increase OBDE’s total investments by approximately 4 times. The OBDE Board and the OBDE Special Committee considered that diversification is key to risk mitigation for a BDC in that diversification reduces the reliance on the success of one singular investment, and the proposed merger strengthens that effort.

Improved Secondary Market Liquidity

The OBDE Board and the OBDE Special Committee contemplated the impact the Mergers would have on the trading liquidity for OBDE Shareholders. The OBDE Board and OBDE Special Committee reviewed analysis that

suggests, on average, larger BDCs tend to have higher daily trading volumes. Increased trading volumes could provide existing OBDE Shareholders more flexibility to manage their investments and allow new shareholders to build positions in OBDE more efficiently. The OBDE Board and the OBDE Special Committee also considered that the elimination of a second diversified publicly traded BDC managed by Blue Owl reduces arbitrage opportunities while streamlining Blue Owl BDC’s organizational structure. The OBDE Board and the OBDE Special Committee noted that OBDE’s research coverage was limited to one analyst publishing reports on the stock since the listing of OBDE on the NYSE in January, and the Mergers would result in a significant increase in the number of analysts covering the combined company’s stock.

Acquisition of a Known, High-Quality Portfolio of Assets

The OBDE Board and the OBDE Special Committee noted that there was significant overlap between OBDC and OBDE’s portfolios, as approximately 75% of investments in OBDC were also held in OBDE as of June 30, 2024. The OBDE Board and the OBDE Special Committee also considered that OBDC and OBDE employ the same investment strategy, and Blue Owl has been allocating the same investments to both funds since OBDE’s inception. The OBDE Board and the OBDE Special Committee concluded that the combination of two known, diversified portfolios of investments, constructed and managed by the same centralized team will facilitate portfolio consolidation and meaningfully mitigate potential integration risk.

The OBDE Board and the OBDE Special Committee also considered the fact that in the case of a merger with OBDC, OBDE Shareholders could gain the benefit of certain equity investments in OBDC’s portfolio that historically have generated a higher return compared to OBDE’s overall portfolio yield. The OBDE Board and the OBDE Special Committee concluded that the addition of these investments to the portfolio and the possibility of accretion to OBDE’s standalone portfolio yield would be advantageous to OBDE Shareholders.

Well-Balanced Capital Structure and Potential for Increased Access to Long-Term, Low-Cost, Flexible Debt Capital and Immediate Reduction in Cost of Debt

The OBDE Board and the OBDE Special Committee discussed how the combined company may be able to optimize its financing structure and create financing cost savings over time. The OBDE Board and the OBDE Special Committee noted the advantages of increased scale when issuing debt as larger BDCs have historically issued in the institutional bond market at lower coupons. OBDE’s existing unsecured notes would also likely receive a rating uplift immediately following a merger, adding a rating from S&P Global Ratings and an upgrade in outlook from Kroll Bond Rating Agency from “Stable” to “Positive.” Additionally, Fitch Ratings, who rates OBDE unsecured notes “BBB- with a stable outlook,” rates OBDC unsecured notes one notch higher at “BBB, Stable.” The OBDE Board and the OBDE Special Committee considered that in the long run a larger, combined company may be more able to refinance debt at lower spreads with lower underwriting discounts than OBDE as a standalone entity. Furthermore, it was determined that larger, more liquid credit platforms historically have paid lower underwriting fees for their new issue discounts. The OBDE Board and the OBDE Special Committee assessed both the impact of reduced legal and joint lead arranger fees associated with the Revolving Credit Facilities, as well as rating agency costs with a larger, combined company compared to OBDE as a standalone entity. The OBDC Board and the OBDC Special Committee also determined that the combined company may benefit from OBDC’s higher investment grade credit ratings to drive additional funding cost savings.

The OBDE Board and the OBDE Special Committee considered the current cost of funds at OBDE compared to OBDC. In the event of a merger, the combined company would have lower relative unsecured financing costs as well as lower costs on the Revolving Credit Facilities compared to OBDE as a standalone entity. The OBDE Board and the OBDE Special Committee concluded that there could be immediate advantages to OBDE Shareholders through a reduced cost of debt in the event of a merger.

Operational Synergies

The OBDE Board and the OBDE Special Committee reviewed the list of redundant professional services and other expenses associated with each BDC and determined that the potential expenses of the combined company would be less than the sum of the expenses of OBDC and OBDE on a standalone basis. The OBDE Board noted that although certain one-time merger related expenses would be borne by OBDE Shareholders, the annual operating

expenses (excluding borrowing expense and advisory fees) are expected to be reduced as a percentage of net assets due to the elimination of redundant expenses. The OBDE Board and the OBDE Special Committee found that the expected decrease in the expenses of the combined company would benefit OBDE and OBDE Shareholders if the Mergers are approved.

Potential for NII Accretion Over Time

The OBDE Board and the OBDE Special Committee reviewed the relative NII yields of both OBDC and OBDE Shareholders would gain the benefits of both the lower cost of financing and higher yielding investments at OBDC as a result of the Mergers. The OBDE Board concluded that the Mergers are advantageous for OBDE Shareholders as it would result in immediate NII accretion compared to OBDE as a standalone entity.

The OBDE Board and the OBDE Special Committee also considered the long-term earnings profile of OBDE and the potential combined company while evaluating the Mergers, and determined that the potential NII of a combined company could be greater than OBDE continuing as a standalone BDC. The OBDE Board and the OBDE Special Committee considered the lower expense profile the combined company could have, through lower financing costs due to scale and elimination of redundant professional services and corporate expenses. Additionally, the OBDE Board and the OBDE Special Committee determined that NII could benefit further from incremental yield through portfolio mix optimization.The OBDE Board and the OBDE Special Committee concluded that a combined company would have an advantageous NII return profile over the long-term compared to OBDE alone as a result.

Opportunity for Premium to OBDE NAV and Incremental Value from Accretion to OBDC NAV Per Share

The OBDE Board and the OBDE Special Committee considered that the structure of the Exchange Ratio could allow for OBDE Shareholder consideration to be valued at a potential premium to OBDE NAV to the extent the per share trading price of OBDC Common Stock as of the Determination Date exceeds its NAV per share. The OBDE Board and the OBDE Special Committee noted that if OBDC shares were not trading at a premium to NAV that a NAV-for-NAV exchange ratio would not result in any dilution to OBDE Shareholders for purposes of Rule 17a-8 under the 1940 Act. The OBDE Board and the OBDE Special Committee also noted that a premium-to-NAV transaction would result in accretion to OBDC NAV Per Share, which would benefit all shareholders of the combined company, including former OBDE Shareholders.

Investment Strategies and Risks of Both Funds and Continuity of Blue Owl Credit Advisors and Management Team

The OBDE Board and the OBDE Special Committee also evaluated the effect of a merger on OBDE’s investment objectives. The OBDE Board and the OBDE Special Committee reviewed both OBDC’s and OBDE’s investment program and acknowledged that they have identical investment objectives, substantially similar strategies and risks, and that each focuses primarily on investing in senior secured loans to sponsor backed, middle-market companies that are defensively positioned across market cycles. The OBDE Board concluded that the advisory fees that OBDE Shareholders would pay in a merger would be substantially the same as the fees that OBDE is currently paying, and as such concluded that the continuity of advisers affiliated with Blue Owl in the event of a merger would be advantageous to OBDE Shareholders compared to other options such as an unaffiliated merger.

Tax Consequences of the Mergers

The OBDE Board and the OBDE Special Committee considered that the Mergers are anticipated to be treated as a tax-free reorganization for federal income tax purposes and neither OBDE nor OBDE Shareholders are expected to recognize any gain or loss for U.S. federal income tax purposes as a result of the Mergers, except for any gain or loss that may result from the receipt of cash in lieu of fractional shares of OBDC Common Stock.

No Dilution for Purposes of Rule 17a-8 under the 1940 Act.

The OBDE Special Committee and the OBDE Board considered that the Exchange Ratio (and thus the number of shares of OBDC Common Stock to be issued to OBDE Shareholders pursuant to the Merger Agreement) will be

determined by taking into account the OBDC Per Share NAV and the OBDE Per Share NAV, as well as the OBDC Common Stock Price, supporting a determination that the interests of OBDE Shareholders will not be diluted for purposes of Rule 17a-8 under the 1940 Act as a result of the Mergers. The OBDE Special Committee and the OBDE Board considered that the Exchange Ratio provides the opportunity for NAV per share accretion for OBDC if shares of OBDC Common Stock are trading at a premium to NAV per share on the Determination Date, and if that is the case, the value of the shares of OBDC Common Stock that would be issued to OBDE would be at a premium to OBDE NAV Per Share. The OBDE Special Committee and the OBDE Board considered that the Exchange Ratio provides that the number of shares of OBDC Common Stock to be issued to OBDE Shareholders pursuant to the Merger Agreement will be determined on a NAV-for-NAV basis if shares of OBDC Common Stock are not trading at a premium to NAV per share on the Determination Date.

Benefits Compared to Other Strategic Options

The OBDE Board and the OBDE Special Committee considered the potential benefits of the Mergers noted above relative to other strategic options, including a merger between OBDE and an unaffiliated BDC. When considering this, the OBDE Board and the OBDE Special Committee evaluated the prospects of acquiring an unknown portfolio of assets in which Blue Owl Credit did not lead the majority of the deals and the execution and implementation risks of an unaffiliated merger. Additionally, the OBDE Board and the OBDE Special Committee reviewed materials noting that change of control provisions exist in the majority of financing facilities and unsecured notes, which could trigger acceleration of breakage costs in the event of a merger with an unaffiliated BDC.

The OBDE Board and the OBDE Special Committee also weighed the option that OBDE could also choose to raise equity capital through public market follow-on offerings, but this could come with multiple detrimental outcomes to shareholders. If OBDE were to raise the equivalent amount of equity capital to reach the scale of the proposed combined company in public markets, disadvantages to shareholders include: the discount to trading levels that follow-on offerings are executed at, fees paid to bookrunners on equity offerings, and lower returns for a period of time following the equity offerings as OBDE holds the invested cash waiting to deploy the capital into attractive investment opportunities in line with OBDE’s strategy.

Opinion of the OBDE Special Committee’s Financial Advisor

The OBDE Board and the OBDE Special Committee considered the opinion, dated August 6, 2024, of KBW to the OBDE Special Committee and, at the request of the OBDE Special Committee, the OBDE Board as to the fairness, from a financial point of view and as of the date of the opinion, to holders of OBDE Common Stock of the exchange ratio in the proposed Initial Merger, as more fully described below in the section entitled “—Opinion of the OBDE Special Committee’s Financial Advisor.”

When considering the information described above, including all of the anticipated effects of the Mergers on OBDE and OBDE Shareholders and the related pro forma information, the OBDE Board noted that information based on projections and assumptions may be incorrect, is subject to change, and may fluctuate over time. The OBDE Board acknowledged that the pro forma information and the projections and assumptions on which the potential expenses, earnings, yield, dividend and trading price information is based depends on many factors and variables, including among other things, asset mix, the performance of individual investments, changing cost of service providers, portfolio turnover level, leverage, the cost of leverage, changes in interest rates and general market conditions. The OBDE Board noted that there is no assurance that any of the potential benefits to OBDE or OBDE Shareholders as a result of the Mergers will be realized, including any anticipated synergies, and that the combined company could experience detrimental effects that had not been anticipated.

In the course of its deliberations, the OBDE Board and the OBDE Special Committee also considered a variety of risks and other potentially negative factors, including the following (which are not in any relative order of importance):

•Failure to Close. It is possible that the Mergers may not be completed or that completion may be unduly delayed for reasons beyond control of OBDE or OBDC.

•Management Diversion. It is possible that the attention of management may be diverted during the period prior to completion of the Mergers, which may adversely affect OBDE’s business.

•Restrictions on Conduct of Business. The restrictions on the conduct of OBDE’s business prior to completion of the Mergers, requiring OBDE to conduct its business only in the ordinary course of business in all material respects, subject to specific limitations, could delay or prevent OBDE from undertaking business opportunities that may arise pending completion of the Mergers.

•Restrictions on Superior Proposals. The Merger Agreement includes restrictions on the ability of OBDE to solicit proposals for alternative transactions or engage in discussions regarding such proposals, subject to exceptions and termination provisions (as more fully described in the section entitled “Description of the Merger Agreement—Additional Agreements”), which could have the effect of discouraging such proposals from being made or pursued.

•Fees Associated with the Mergers. In general, OBDE will be responsible for the expenses incurred by OBDE in connection with the Mergers and the completion of the transactions contemplated by the Merger Agreement, if the Mergers are not consummated, including at least half of the costs and expenses of any filing and other fees payable by OBDE to the SEC in connection with the Mergers. Solely in the event the Mergers are consummated, OBDC Adviser shall reimburse each of OBDC and OBDE for 50% of all fees and expenses incurred and payable by OBDE or on its behalf, on the one hand, or OBDC or on its behalf, on the other hand, in connection with or related to the Mergers or the Merger Agreement (including all documented fees and expenses of counsel, accountants, experts and consultants to OBDE or the OBDE Special Committee, on the one hand, or OBDC or the OBDC Special Committee, on the other hand) with the amount reimbursed by OBDC Adviser to be allocated among OBDC and OBDE in a mutually agreeable manner; provided, however, that the aggregated amount of such fees and expenses reimbursed by OBDC Adviser shall not exceed $4.25 million.

•Absence of Appraisal Rights. OBDE Shareholders are not entitled to appraisal rights under the MGCL.

•Other Risks. There are various other risks associated with the Mergers and the business of OBDE and the combined company described in the section entitled “Risk Factors” and in the section entitled “Special Note Regarding Forward-Looking Statements.”

This discussion of the information and factors that the OBDE Board and the OBDE Special Committee considered in making its decision is not intended to be exhaustive, but includes the material factors considered by the OBDE Board and the OBDE Special Committee. Because of the wide variety of factors considered in connection with its evaluation of the Mergers and Merger Agreement and the complexity of those matters, the OBDE Board and the OBDE Special Committee did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, the individual members of the OBDE Board may have given different weights to different factors.

The OBDE Special Committee consulted with KBW, as its financial advisor, in evaluating the financial terms of the Mergers. In addition, the OBDE Board relied on its legal advisors for legal analysis in connection with the Mergers. The OBDE Special Committee also engaged SMBC as a co-financial advisor to the transaction to provide additional support and services in connection with the OBDE Special Committee’s evaluation of the Mergers. Pursuant to the engagement, OBDE agreed to pay SMBC cash fees of $500,000.

The OBDE Board and the OBDE Special Committee considered all of these factors and others as a whole and, on balance, determined the Mergers to be in the best interests of OBDE and OBDE Shareholders and unanimously approved the Mergers and the Merger Agreement.

OBDC Board Recommendation

The OBDC Board, including, after separate meetings and discussion, all of the independent directors, and upon a recommendation of the OBDC Special Committee, has unanimously approved (i) the Merger Agreement and related transactions, including the Mergers and (ii) the issuance of shares of OBDC Common Stock pursuant to the

Merger Agreement. The OBDC Board, including, after separate meetings and discussion, all of the OBDC Independent Directors, has unanimously approved the New OBDC Investment Advisory Agreement. The OBDC Board of Directors, including all of the independent directors, unanimously recommends that OBDC Shareholders vote “FOR” the OBDC Proposals.

OBDE Board Recommendation

The OBDE Board of Directors, including, after separate meetings and discussion, all of the independent directors, and upon a recommendation of the OBDE Special Committee, has unanimously approved the Merger Agreement and related transactions, including the Mergers. The OBDE Board of Directors, including all of the independent directors, unanimously recommends that OBDE Shareholders vote “FOR” the Merger Proposal.

Opinion of the OBDC Special Committee’s Financial Advisor

The OBDC Special Committee has retained BofA Securities to act as the OBDC Special Committee’s financial advisor in connection with the Mergers. BofA Securities is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The OBDC Special Committee selected BofA Securities to act as the OBDC Special Committee’s financial advisor in connection with the Mergers on the basis of BofA Securities’ experience in transactions similar to the Mergers, its reputation in the investment community and its familiarity with OBDC and its business.

On August 6, 2024, at a meeting of the OBDC Special Committee held to evaluate the Mergers, BofA Securities delivered to the OBDC Special Committee an oral opinion, which was confirmed by delivery of a written opinion dated August 6, 2024, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the Exchange Ratio provided for in the Mergers was fair, from a financial point of view, to OBDC.

The full text of BofA Securities’ written opinion to the OBDC Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex B to this document and is incorporated by reference herein in its entirety. The following summary of BofA Securities’ opinion is qualified in its entirety by reference to the full text of the opinion. BofA Securities’ delivered its opinion to the OBDC Special Committee for the benefit and use of the OBDC Special Committee (in its capacity as such) in connection with and for purposes of its evaluation of the Exchange Ratio from a financial point of view. BofA Securities’ opinion does not address any other aspect of the Mergers and no opinion or view was expressed as to the relative merits of the Mergers in comparison to other strategies or transactions that might be available to OBDC or in which OBDC might engage or as to the underlying business decision of OBDC to proceed with or effect the Mergers. BofA Securities’ opinion does not constitute a recommendation to any OBDC Shareholder as to how to vote or act in connection with the proposed Mergers or any related matter.

In connection with rendering its opinion, BofA Securities has, among other things:

1.reviewed certain publicly available business and financial information relating to OBDC and OBDE;

2.reviewed certain internal financial and operating information with respect to the business, operations and prospects of OBDC furnished to or discussed with BofA Securities by the management of OBDC, including certain financial forecasts relating to OBDC prepared by the external manager of OBDC (such forecasts, “OBDC Forecasts”);

3.reviewed certain internal financial and operating information with respect to the business, operations and prospects of OBDE furnished to or discussed with BofA Securities by the management of OBDE, including certain financial forecasts relating to OBDE prepared by the external manager of OBDE, (such forecasts, “OBDE Forecasts”);

4.reviewed certain estimates as to the amount and timing of cost savings (collectively, the “Cost Savings”) anticipated by the external managers of OBDC and OBDE to result from the Mergers;

5.discussed the past and current business, operations, financial condition and prospects of OBDE with members of senior management of OBDC and OBDE, and discussed the past and current business, operations, financial condition and prospects of OBDC with members of senior management of OBDC;

6.reviewed the potential pro forma financial impact of the Mergers on the future financial performance of OBDC, including the potential effect on OBDC’s net asset values;

7.reviewed the trading histories for OBDC Common Stock and OBDE Common Stock and a comparison of such trading histories with each other and with the trading histories of other companies BofA Securities deemed relevant;

8.compared certain financial and stock market information of OBDC and OBDE with similar information of other companies BofA Securities deemed relevant;

9.reviewed the relative financial contributions of OBDC and OBDE to the future financial performance of the combined company on a pro forma basis;

10.reviewed a draft, dated August 6, 2024, of the Merger Agreement (the “Draft Merger Agreement”); and

11.performed such other analyses and studies and considered such other information and factors as BofA Securities deemed appropriate.

In arriving at its opinion, BofA Securities assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the external managers of OBDC and OBDE that they were not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the OBDC Forecasts and the Cost Savings, BofA Securities assumed, at the direction of OBDC, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the external manager of OBDC as to the future financial performance of OBDC. With respect to the OBDE Forecasts, BofA Securities was advised by OBDE, and assumed, with OBDC’s consent, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the external manager of OBDE as to the future financial performance of OBDE and other matters covered thereby. BofA Securities relied, at the direction of OBDC, on the assessments of the external managers of OBDC and OBDE as to OBDC’s ability to achieve the Cost Savings and was advised by OBDC and OBDE, and have assumed, with the consent of OBDC, that the Cost Savings will be realized in the amounts and at the times projected. BofA Securities relied, at the direction of OBDC, upon the assessments of the external managers of OBDC as to the potential impact of market, governmental and regulatory trends and developments relation to or affecting OBDC and its business. BofA Securities did not make or was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of OBDC or OBDE, nor did it make any physical inspection of the properties or assets of OBDC or OBDE. BofA Securities did not evaluate the solvency or fair value of OBDC or OBDE under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Securities assumed, at the direction of OBDC, that the Mergers would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the Mergers, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on OBDC, OBDE or the contemplated benefits of the Mergers. At the direction of OBDC, BofA Securities assumed, without independent verification, that the OBDC Per Share NAV and OBDE Per Share NAV would be approximately $15.62 and $15.26, respectively, as of the Determination Date and that, assuming the OBDC Common Stock Price is equal to or lesser than the OBDC Per Share NAV, the Exchange Ratio would be 0.9770x. Furthermore, at the direction of OBDC, BofA Securities assumed, without independent verification, that OBDE Shareholders will receive a special distribution of OBDE undistributed income totaling $44 million, or $0.35 per OBDE share. BofA Securities also assumed, at the direction

of OBDC, that the final executed Merger Agreement would not differ in any material respect from the Draft Merger Agreement reviewed by BofA Securities.

BofA Securities expressed no view or opinion as to any terms or other aspects of the Mergers (other than the Exchange Ratio to the extent expressly specified in its opinion), including, without limitation, the form or structure of the Mergers, any adjustments to the Exchange Ratio, the form or structure, or financial or other terms, aspects or implications of any related transactions, or any governance or other arrangements, agreements or understandings entered into in connection with or related to the Mergers, any related transactions or otherwise. BofA Securities’ opinion was limited to the fairness, from a financial point of view, to OBDC of the Exchange Ratio provided for in the Mergers and no opinion or view was expressed with respect to any consideration received in connection with the Mergers by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the Mergers, or class of such persons, relative to the Exchange Ratio or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the Mergers in comparison to other strategies or transactions that might be available to OBDC or in which OBDC might engage or as to the underlying business decision of OBDC to proceed with or effect the Mergers. BofA Securities did not express any opinion as to what the value of OBDC Common Stock actually would be when issued or the prices at which OBDC Common Stock or OBDE Common Stock would trade at any time, including following announcement or consummation of the Mergers. BofA Securities also did not express any opinion or view with respect to, and relied, at the direction of OBDC, upon the assessments of representatives of OBDC regarding legal, regulatory, accounting, tax and similar matters relating to OBDC or the Mergers, as to which matters BofA Securities understood that OBDC obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Securities expressed no opinion or recommendation as to how any OBDC Shareholder should vote or act in connection with the Mergers or any other matter. Except as described above, OBDC imposed no other limitations on the investigations made or procedures followed by BofA Securities in rendering its opinion.

BofA Securities’ opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Securities as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Securities does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Securities’ opinion was approved by a fairness opinion review committee of BofA Securities.

The discussion set forth below in the sections entitled “Summary of Material OBDC Financial Analyses” and “Summary of Material OBDE Financial Analyses” represents a brief summary of the material financial analyses presented by BofA Securities to the OBDC Special Committee in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by BofA Securities, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Securities. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Securities.

Summary of Material OBDE Financial Analyses.

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for OBDE and the following eight publicly traded, externally managed BDCs with $2.5 billion to $6 billion in total assets as of March 31, 2024 (or June 30, 2024 where indicated below; for such companies all relevant financial data was reviewed as of June 30, 2024) and that have been publicly traded for at least one year,

with a business model focused on lending to upper-middle market and middle market companies, which selected companies included OBDC:


OBDC
Golub Capital BDC Inc.
Sixth Street Specialty Lending Inc.(1)
Goldman Sachs BDC Inc.
Oaktree Specialty Lending Corporation(1)
New Mountain Finance Corporation(1)
Bain Capital Specialty Finance Inc.
Barings BDC Inc.

__________________

(1)With respect to these selected publicly traded companies, BofA Securities utilized publicly available data as of June 30, 2024 in its analyses.

BofA Securities reviewed, among other things, the per share equity values of the selected publicly traded companies, based on closing stock prices on August 2, 2024, as a multiple of net asset value reported as of March 31, 2024 or June 30, 2024, as applicable, commonly referred to as NAV. BofA Securities also reviewed the dividend yield of the selected publicly traded companies, calculated as a percentage of the respective company’s share price. In addition, BofA Securities reviewed the per share equity values of the selected publicly traded companies, based on closing stock prices on August 2, 2024, as a multiple of (i) estimated 2024 NII per share and (ii) estimated 2025 NII per share, each as reported as of March 31, 2024 or June 30, 2024, as applicable. BofA Securities then applied (i) a range of price-to-NAV per share multiples of 0.82x to 1.11x (representing a 15% discount and a 15% premium, respectively, to the median Price/NAV multiples of the selected publicly traded companies) to OBDE’s adjusted net asset value per share as of March 31, 2024 (which excludes the pre-closing special distribution of OBDE undistributed income of $0.35 per share), (ii) a range of dividend yield percentages of 12.2% to 9.0% (representing a 15% discount and a 15% premium, respectively, to the median estimated 2025 dividend yields of the selected publicly traded companies) to OBDE’s estimated 2025 dividend per share, (iii) a range of price-to-NII per share multiples of 6.8x to 9.1x (representing a 15% discount and a 15% premium, respectively, to the median Price/NII multiples of the selected publicly traded companies) to OBDC’s estimated 2024 NII per share, and (iv) a range of price-to-NII per share multiples of 7.1x to 9.6x (representing a 15% discount and a 15% premium, respectively, to the median Price/NII multiples of the selected publicly traded companies) to OBDE’s estimated 2025 NII per share. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of OBDE were based on the OBDE Forecasts. This analysis indicated the following approximate implied per share value reference ranges for OBDE, as compared to the price per share of OBDE Common Stock as of August 2, 2024:

Multiple Range based on Selected Publicly Traded Companies

Implied Value Per Share Ranges of OBDE Common Stock

OBDE Price Per Share (Aug. 2, 2024)

Price / Adj. NAV

0.82x – 1.11x

$12.52 - $16.94

$14.27

Dividend Yield

12.2% – 9.0%

$11.46 - $15.50

Price / 2024 NII

6.8x – 9.1x

$10.77 - $14.56

Price / 2025 NII

7.1x – 9.6x

$10.16 - $13.75

No company used in this analysis is identical or directly comparable to OBDE. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which OBDE was compared.

Dividend Discount Analysis of OBDE. BofA Securities performed a dividend discount analysis of OBDE on a standalone basis to estimate ranges for the implied per share equity value of OBDE. Estimated financial data of OBDE were based on the OBDE Forecasts and used as directed by the OBDC Special Committee. BofA Securities assumed discount rates ranging from 9.7% to 11.9%, which were based on an estimate of OBDE’s cost of equity. Ranges of values were derived by adding (i) the present value of the estimated future dividends of OBDE over the period from the assumed December 31, 2024 closing date of the proposed Mergers through December 31, 2029 and (ii) the present value of OBDE’s implied terminal value at the end of such period. BofA Securities derived implied terminal values using two methodologies, one based on estimated December 31, 2029 price-to-NAV per share multiples and the other based on estimated 2029 calendar year dividend yields. Using implied terminal values for OBDE calculated by applying a terminal multiple range of 0.82x to 1.11x (representing a 15% discount and a 15% premium, respectively, to the median Price/NAV multiples of the selected publicly traded companies) to OBDE’s estimated adjusted terminal NAV per share as of December 31, 2029 (which excludes $0.23 per share of special distributions, calculated as the difference between the pre-closing special distribution of OBDE undistributed income of $0.35 per share and the $0.12 per share special distribution declared at the time of the OBDE Listing Date), with and without the synergies expected to be derived from the proposed Mergers (the value of which was calculated by subtracting the dividend discount model of the OBDC Forecasts and OBDE Forecasts from the pro forma forecast, the “Synergies”), and by applying a terminal dividend yield range of 9.0% to 12.2% (representing a 15% discount and a 15% premium, respectively, to the median estimated 2025 dividend yields of the selected publicly traded companies) to OBDE’s estimated calendar year 2029 dividends, with and without the Synergies, this analysis indicated the following approximate implied per share value reference ranges for OBDC, as compared to the price per share of OBDE Common Stock as of August 2, 2024:


Implied Per Share Equity Value Reference Range for OBDE Based on Dividend Terminal Value	Implied Per Share Equity Value Reference Range for OBDE Based on NAV Terminal Value	Implied Per Share Equity Value Reference Range for OBDE Based on Dividend Terminal Value w/ Synergies	Implied Per Share Equity Value Reference Range for OBDE Based on NAV Terminal Value w/ Synergies	OBDE Price Per Share (Aug. 2, 2024)
$12.62 - $16.44	$12.68 - $16.54	$13.81 - $17.97	$13.73 - $17.84	$14.27

The dividend discount analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including OBDE Per Share NAV and dividend assumptions, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of OBDE or the pro forma combined company.

Summary of Material OBDC Financial Analyses.

Selected Publicly Traded Companies Analysis. BofA Securities reviewed publicly available financial and stock market information for OBDC and the following eight publicly traded, externally managed BDCs with at least $3 billion in total assets as of March 31, 2024 (or June 30, 2024 where indicated below; for such companies all relevant financial data was reviewed as of June 30, 2024) and that have been publicly traded for at least one year, with a business model focused on lending to upper-middle market and middle market companies:


Ares Capital Corporation(1)
Blackstone Secured Lending Fund
FS KKR Capital Corporation
Golub Capital BDC Inc.
Sixth Street Specialty Lending Inc.(1)
Goldman Sachs BDC Inc.
Oaktree Specialty Lending Corporation(1)
New Mountain Finance Corporation

__________________

(1)With respect to these selected publicly traded companies, BofA Securities utilized publicly available data as of June 30, 2024 in its analyses.

BofA Securities reviewed, among other things, per share equity values of the selected publicly traded companies, based on closing stock prices on August 2, 2024, as a multiple of NAV reported as of March 31, 2024 or June 30, 2024, as applicable. BofA Securities also reviewed the dividend yield of the selected publicly traded companies, calculated as a percentage of the respective company’s share price. In addition, BofA Securities reviewed the per share equity values of the selected publicly traded companies, based on closing stock prices on August 2, 2024, as a multiple of (i) estimated 2024 NII per share and (ii) estimated 2025 NII per share, each as reported as of March 31, 2024 or June 30, 2024, as applicable. BofA Securities then applied (i) a range of price-to-NAV per share multiples of 0.84x to 1.14x (representing a 15% discount and a 15% premium, respectively, to the median Price/NAV multiples of the selected publicly traded companies) to the OBDC Per Share NAV as of March 31, 2024, (ii) a range of dividend yield percentages of 12.2% to 9.0% (representing a 15% discount and a 15% premium, respectively, to the median estimated 2025 dividend yields of the selected publicly traded companies) to OBDC’s estimated 2025 dividend per share, (iii) a range of price-to-NII per share multiples of 6.7x to 9.1x (representing a 15% discount and a 15% premium, respectively, to the median Price/NII multiples of the selected publicly traded companies) to OBDC’s estimated 2024 NII per share, and (iv) a range of price-to-NII per share multiples of 7.2x to 9.7x (representing a 15% discount and a 15% premium, respectively, to the median Price/NII multiples of the selected publicly traded companies) to OBDC’s estimated 2025 NII per share. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of OBDC were based on the OBDC Forecasts. This analysis indicated the following approximate implied per share value reference ranges for OBDC, as compared to the price per share of OBDC Common Stock as of August 2, 2024:

Multiple Range based on Selected Publicly Traded Companies

Implied Value Per Share Ranges of OBDC Common Stock

OBDC Price Per Share (Aug. 2, 2024)

Price / NAV

0.84x – 1.14x

$12.99 - $17.58

$14.98

Dividend Yield

12.2% – 9.0%

$12.85 - $17.39

Price / 2024 NII

6.7x – 9.1x

$12.46 - $16.85

Price / 2025 NII

7.2x – 9.7x

$11.92 - $16.13

No company used in this analysis is identical or directly comparable to OBDC. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which OBDC was compared.

Dividend Discount Analysis of OBDC. BofA Securities performed a dividend discount analysis of OBDC on a standalone basis to estimate ranges for the implied per share equity value of OBDC. Estimated financial data of OBDC was based on the OBDC Forecasts and used as directed by the OBDC Special Committee. BofA Securities assumed discount rates ranging from 9.5% to 11.6%, which were based on an estimate of OBDC’s cost of equity. Ranges of values were derived by adding (i) the present value of the estimated future dividends of OBDC over the period from the assumed December 31, 2024 closing date of the proposed Mergers through December 31, 2029 and (ii) the present value of OBDC’s implied terminal value at the end of such period. BofA Securities derived implied terminal values using two methodologies, one based on estimated December 31, 2029 price-to-NAV per share multiples and the other based on estimated 2029 calendar year dividend yields. Using implied terminal values for OBDC calculated by applying a terminal multiple range of 0.84x to 1.14x (representing a 15% discount and a 15% premium, respectively, to the median Price/NAV multiples of the selected publicly traded companies) to OBDC’s estimated terminal NAV per share as of December 31, 2029, and by applying a terminal dividend yield range of 9.0% to 12.2% (representing a 15% discount and a 15% premium, respectively, to the median estimated 2025 dividend yields of the selected publicly traded companies) to OBDC’s estimated calendar year 2029 dividends, this

analysis indicated the following approximate implied per share value reference ranges for OBDC, as compared to the price per share of OBDC Common Stock as of August 2, 2024:


Implied Per Share Equity Value Reference Range for OBDC Based on Dividend Terminal Value	Implied Per Share Equity Value Reference Range for OBDC Based on NAV Terminal Value	OBDC Price Per Share (Aug. 2, 2024)
$13.61 - $17.61	$13.83 - $17.93	$14.98

The dividend discount analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including the OBDC Per Share NAV and dividend assumptions, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of OBDC.

Implied Exchange Ratio Analyses

Implied Exchange Ratio Analyses. Utilizing the implied per share equity value reference ranges derived for OBDC and OBDE described above and by dividing the low endpoint and the high endpoint of the per share equity reference range derived for OBDE by the low endpoint and the high endpoint of the per share equity reference range derived for OBDC, respectively, taking into account, at the direction of OBDC, the potential pro forma financial effect of the estimated synergies and the potential pro forma impact of a pre-closing special distribution of OBDE undistributed income of $44 million (or $0.35 per share), BofA Securities calculated the following approximate implied exchange ratio reference ranges, as compared to the implied exchange ratio provided for in the Mergers of 0.9770x at the direction of OBDC:


	Implied Exchange Ratio Reference Ranges	Implied Exchange Ratio
Selected Publicly Traded Companies Analysis		0.9770x
Price / 3/31/24 Adj. NAV	0.7122x – 1.3036x
Price / 2024E NII	0.6388x – 1.1693x
Price / 2025E NII	0.6301x – 1.1534x
Dividend Yield	0.6591x – 1.2064x
Dividend Discount Analysis
Dividend Terminal Value	0.7164x – 1.2075x
NAV Terminal Value	0.7072x – 1.1958x
Dividend Terminal Value w/ Synergies	0.7840x – 1.3197x
NAV Terminal Value w/ Synergies	0.7654x – 1.2902x

Other Factors

BofA Securities also noted certain additional factors that were not considered part of BofA Securities’ material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

•trading range of OBDC Common Stock and OBDE Common Stock during the 52-week period ended August 2, 2024, which was $13.03 to $16.86 and $14.26 to $16.48, respectively; and

•certain publicly available equity research analyst price targets for OBDC Common Stock, which was $15.50 to $18.00.

Miscellaneous

As noted above, the discussion set forth above in the sections entitled “Summary of Material OBDC Financial Analyses” and “Summary of Material OBDE Financial Analyses” is a summary of the material financial analyses presented by BofA Securities to the OBDC Special Committee in connection with its opinion and is not a

comprehensive description of all analyses undertaken or factors considered by BofA Securities in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Securities believes that its analyses summarized above must be considered as a whole. BofA Securities further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Securities’ analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Securities considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of OBDC and OBDE. The estimates of the future performance of OBDC and OBDE in or underlying BofA Securities’ analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Securities’ analyses. These analyses were prepared solely as part of BofA Securities’ analysis of the fairness, from a financial point of view, of the Exchange Ratio and were provided to the OBDC Special Committee in connection with the delivery of BofA Securities’ opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Securities’ view of the actual values of OBDC or OBDE.

The type and amount of consideration payable in the Mergers was determined through negotiations between OBDC and OBDE, rather than by any financial advisor, and was approved by the OBDC Special Committee. The decision to enter into the Merger Agreement was solely that of the OBDC Special Committee. As described above, BofA Securities’ opinion and analyses were only one of many factors considered by the OBDC Special Committee in its evaluation of the proposed Mergers and should not be viewed as determinative of the views of the OBDC Special Committee or management with respect to the Mergers or the Exchange Ratio.

OBDC has agreed to pay BofA Securities for its services in connection with the Mergers an aggregate fee of $4,000,000, $1,500,000 of which was payable upon the delivery of its opinion and the remainder of which is contingent upon the consummation of the Mergers. OBDC also has agreed to reimburse BofA Securities for its expenses and indemnify BofA Securities against certain liabilities arising out of BofA Securities’ engagement.

BofA Securities and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Securities and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of OBDC, OBDE and certain of their respective affiliates.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to OBDC and have received or in the future may receive compensation for the rendering of these services, including acting as underwriter in a debt capital markets offering, lender for certain term loans and letters of credit, providing treasury products such as checking and other liquidity products. From July 1, 2022 through June 30, 2024, BofA Securities and its affiliates derived aggregate revenues from OBDC and its affiliates of approximately $4 million for investment and corporate banking services.

In addition, BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide investment banking, commercial banking and other financial services to OBDE and have received or in the future may receive compensation for the rendering of these services, including acting as bookrunner in a direct

listing for OBDE and providing certain structured credit trading products. From July 1, 2022 through June 30, 2024, BofA Securities and its affiliates derived aggregate revenues from OBDE and its affiliates of approximately $1 million for investment and corporate banking services.

BofA Securities and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to Blue Owl Capital Inc. and certain of its affiliates including OBDC Adviser, and have received or in the future may receive compensation for the rendering of these services, including acting as bookrunner for a follow-on equity offering, acting as lead arranger in the extension of a revolving credit facility, acting as placement agent for a private offering of debt securities, providing mergers and acquisitions advisory services, providing deposit, checking, liquidity and other treasury products, interest rate swaps, foreign exchange, structured trading and other markets services, acting as lender on certain commercial loans, securitizations, term loans and providing other credit products. From July 1, 2022 through June 30, 2024, BofA Securities and its affiliates derived aggregate revenues from Blue Owl Capital Inc. and certain of its affiliates, including OBDC Adviser, of approximately $185 million for investment and corporate banking services.

Opinion of the OBDE Special Committee’s Financial Advisor

OBDE engaged KBW to render financial advisory and investment banking services to the OBDE Special Committee, including an opinion to the OBDE Special Committee and, as requested by the OBDE Special Committee, the OBDE Board as to the fairness, from a financial point of view, to the OBDE Shareholders of the Exchange Ratio. OBDE selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the proposed merger.

As part of its engagement, representatives of KBW attended the meetings of the OBDE Special Committee and the OBDE Board held on August 6, 2024 at which the OBDE Special Committee and the OBDE Board evaluated the proposed merger. At this meeting, KBW reviewed the financial aspects of the proposed merger and rendered an opinion to the OBDE Special Committee and the OBDE Board to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the Exchange Ratio (as specified in such opinion) in the Initial Merger was fair, from a financial point of view, to the holders of OBDE Common Stock.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex C to this joint proxy statement/prospectus and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the OBDE Special Committee (in its capacity as such) and, as requested by the OBDE Special Committee, the OBDE Board (in its capacity as such) in connection with their respective consideration of the financial terms of the Mergers. The opinion addressed only the fairness, from a financial point of view, of the Exchange Ratio to the holders of OBDE Common Stock. It did not address the underlying business decision of OBDE to engage in the Mergers or enter into the Merger Agreement or constitute a recommendation to the OBDE Special Committee or the OBDE Board in connection with the Mergers, and it does not constitute a recommendation to any holder of OBDE Common Stock or any shareholder of any other entity as to how to vote or act in connection with the Mergers or any other matter, nor does it constitute a recommendation as to whether or not any such shareholder should enter into a shareholders’, affiliates’ or other agreement with respect to the Mergers or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

At the direction of OBDE and with the consent of the OBDE Special Committee, KBW assumed, without independent verification, for purposes of its analyses and opinion, that the OBDE Per Share NAV and the OBDC

Per Share NAV will be $15.26 and $15.62, respectively, and that, based on the foregoing and if the OBDC Common Stock Price were equal to the closing price per share of OBDC Common Stock on August 2, 2024 and less than the OBDC Per Share NAV, the Exchange Ratio will be 0.9770x. At the direction of OBDE and with the consent of the OBDE Special Committee, KBW gave effect to the occurrence of the Special Dividend for purposes of certain of its analyses.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of OBDE and OBDC and bearing upon the Mergers, including, among other things:

•a draft of the Merger Agreement, dated August 1, 2024 (the most recent draft then made available to KBW);

•the audited financial statements and Annual Reports on Form 10-K for the three fiscal years ended December 31, 2023 of OBDE;

•the unaudited quarterly financial statements and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 of OBDE;

•the audited financial statements and Annual Reports on Form 10-K for the three fiscal years ended December 31, 2023 of OBDC;

•the unaudited quarterly financial statements and Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 of OBDC;

•certain other interim reports and other communications of OBDE and OBDC to their respective shareholders; and

•other financial information concerning the respective businesses and operations of OBDE and OBDC furnished to KBW by OBDE and OBDC or which KBW was otherwise directed to use for purposes of its analysis.

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

•the historical and current financial position and results of operations of OBDE and OBDC;

•the assets and liabilities of OBDE and OBDC;

•the nature and terms of certain other merger transactions and business combinations in the BDC industry;

•a comparison of certain financial and stock market information for OBDE and OBDC with similar information for certain other companies, the securities of which are publicly traded;

•financial and operating forecasts and projections of OBDE and OBDC (both on a standalone and pro forma combined basis) that were prepared by the management of the Advisers, that were provided to KBW by the Advisers and discussed with KBW by the Advisers’ management, and that were used and relied upon by KBW based on such discussions, at the direction of OBDE and with the consent of the OBDE Special Committee; and

•estimates regarding certain pro forma financial effects of the Mergers (including, without limitation, the cost savings and operating synergies expected to result or be derived from the Mergers) that were prepared by the Advisers’ management, provided to KBW by the Advisers and discussed with KBW by the Advisers’ management, and used and relied upon by KBW based on such discussions, at the direction of OBDE and with the consent of the OBDE Special Committee.

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the BDC industry generally. KBW also participated in

discussions with the Advisers’ management regarding the past and current business operations, regulatory relations, financial condition and future prospects of OBDE and OBDC and such other matters as KBW deemed relevant to its inquiry. KBW was not requested to assist, and did not assist, the OBDE Special Committee and OBDE with soliciting indications of interest from third parties regarding a potential transaction with OBDE.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information provided to or discussed with KBW or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied, with the consent of OBDE and the OBDE Special Committee, upon the management of the Advisers, as to the reasonableness and achievability of the financial and operating forecasts and projections of OBDE and OBDC and the estimates regarding certain pro forma financial effects of the Mergers (including, without limitation, the cost savings and operating synergies expected to result or be derived from the Mergers), all as referred to above (and the assumptions and bases for all such information), and KBW assumed that all such information were reasonably prepared and represented the best currently available estimates and judgments of the Advisers’ management and that the forecasts, projections and estimates reflected in such information would be realized in the amounts and in the time periods estimated by such management.

It is understood that the foregoing financial information of OBDE and OBDC that was provided to KBW was not prepared with the expectation of public disclosure and that all of the foregoing financial information was based on numerous variables and assumptions that are inherently uncertain (including, without limitation, factors related to general economic and competitive conditions and, in particular, the widespread disruption, extraordinary uncertainty and unusual volatility arising from global tensions and political unrest, economic uncertainty, inflation, prolonged higher interest rates and the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions) and, accordingly, actual results could vary significantly from those set forth in such information. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof. KBW assumed, based on discussions with the Advisers’ management, and with the consent of OBDE and the OBDE Special Committee, that all such information provided a reasonable basis upon which KBW could form its opinion, and KBW expressed no view as to any such information or the assumptions or bases therefor.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either OBDE or OBDC since the date of the last financial statements of each such entity that were made available to KBW. In rendering its opinion, KBW did not make or obtain any evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of OBDE or OBDC, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of OBDE or OBDC under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. KBW expressed no view as to the value of any investment asset owned by OBDE or OBDC that was used in connection with the net asset value computations made by OBDE or OBDC or the valuation policies and procedures of OBDE or OBDC in connection therewith. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Such estimates are inherently subject to uncertainty and should not be taken as KBW’s view of the actual value of any companies or assets.

KBW assumed, in all respects material to its analyses, the following:

•the Mergers and any related transactions (including the payment of the Special Dividend) would be completed substantially in accordance with the terms set forth in the Merger Agreement (the final terms of which KBW assumed would not differ in any respect material to its analyses from the draft reviewed by KBW and referred to above), with no adjustments to the Exchange Ratio assumed for purposes of its opinion and with no other consideration or payments in respect of OBDE Common Stock;

•the representations and warranties of each party in the Merger Agreement and in all related documents and instruments referred to in the Merger Agreement were true and correct;

•each party to the Merger Agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

•there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the Mergers or any related transactions and all conditions to the completion of the Mergers and any related transactions would be satisfied without any waivers or modifications to the Merger Agreement or any of the related documents; and

•in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the Mergers and any related transactions, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of OBDE, OBDC or the pro forma entity, or the contemplated benefits of the Mergers, including without limitation the cost savings and operating synergies expected to result or be derived from the Mergers.

KBW assumed that the Mergers would be consummated in a manner that complies with the applicable provisions of the Securities Act, the Exchange Act and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of OBDE that OBDE relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to OBDE, OBDC, Merger Sub, the Mergers and any related transaction, and the Merger Agreement. KBW did not provide advice with respect to any such matters.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of such opinion, of the Exchange Ratio to the holders of OBDE Common Stock. KBW expressed no view or opinion as to any other terms or aspects of the Mergers or any term or aspect of any related transaction (including payment of the Special Dividend and the termination of the OBDE Investment Advisory Agreement between OBDE and OBDE Adviser and the OBDE Administration Agreement), including without limitation, the form or structure of the Mergers or any such related transaction, any consequences of the Mergers or any related transaction to OBDE, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the Mergers, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of the opinion and the information made available to KBW through the date of the opinion. There has been significant volatility in the stock and other financial markets arising from global tensions and political unrest, economic uncertainty, inflation, prolonged higher interest rates and the COVID-19 pandemic, including the effect of evolving governmental interventions and non-interventions. Developments subsequent to the date of KBW’s opinion may have affected and may affect the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. KBW expressed no view or opinion as to any changes to the OBDE Per Share NAV, the OBDC Per Share NAV or the OBDC Common Stock Price after the date hereof from the respective amounts thereof that KBW assumed for purposes of its analyses and opinion. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

•the underlying business decision of OBDE to engage in the Mergers or enter into the Merger Agreement;

•the relative merits of the Mergers as compared to any strategic alternatives that are, have been or may be available to or contemplated by OBDE, the OBDE Special Committee or the OBDE Board;

•the fairness of the amount or nature of any compensation to any of OBDE’s officers, directors or employees, or any class of such persons, relative to any compensation to the holders of OBDE Common Stock;

•the effect of the Mergers or any related transaction on, or the fairness of the consideration to be received by, holders of any class of securities of OBDE (other than the holders of OBDE Common Stock, solely with respect to the Exchange Ratio (as described in KBW’s opinion) and not relative to the consideration to be received by holders of any other class of securities) or holders of any class of securities of OBDC or any other party to any transaction contemplated by the Merger Agreement;

•any fees payable by OBDE to OBDE Adviser for investment advisory and management services;

•the disparate exchange ratio calculations provided for in the Merger Agreement, whether the quotient of the OBDC Common Stock Price and the OBDC Per Share NAV would actually be less than or equal to 100% or what the actual number of shares of OBDC Common Stock to be received in the Mergers for each share of OBDE Common Stock would be;

•the actual value of OBDC Common Stock to be issued in connection with the Mergers;

•the prices, trading range or volume at which OBDE Common Stock or OBDC Common Stock would trade following the public announcement of the Mergers or the prices, trading range or volume at which OBDC Common Stock would trade following the consummation of the Mergers;

•any advice or opinions provided by any other advisor to any of the parties to the Mergers or any other transaction contemplated by the Merger Agreement; or

•any legal, regulatory, accounting, tax or similar matters relating to OBDE, OBDC, Merger Sub, any of their respective shareholders, or relating to or arising out of or as a consequence of the Mergers or any other related transaction, including whether or not the Mergers would qualify as a tax-free reorganization for United States federal income tax purposes.

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, OBDE and OBDC. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. In addition, the KBW opinion was among several factors taken into consideration by the OBDE Special Committee in making its determination to recommend the approval by the OBDE Board of the Merger Agreement and the Mergers and by the OBDE Board in making its determination to approve the Merger Agreement and the Mergers. Consequently, the analyses described below should not be viewed as determinative of the decision of the OBDE Special Committee or the OBDE Board with respect to the fairness of the Exchange Ratio. The type and amount of consideration payable in the Mergers were determined through negotiation between OBDE and OBDC and the decision of OBDE to enter into the Merger Agreement was solely that of the OBDE Special Committee and the OBDE Board.

The following is a summary of the material financial analyses presented by KBW to the OBDE Special Committee and the OBDE Board in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the OBDE Special Committee and the OBDE Board, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

Implied Transaction Value for the Transaction

KBW calculated an implied transaction value for the proposed merger of $14.64 per outstanding share of OBDE Common Stock based on an assumed 0.9770x exchange ratio and the closing price of OBDC Common Stock on

August 2, 2024. This implied transaction value for the proposed merger was used to calculate implied transaction multiples and those multiples were compared to the low, 25th percentile, median, average, 75th percentile and high multiples shown in the financial analyses of OBDE described below. This implied transaction value for the proposed merger was also compared to the ranges of implied value per share of OBDE Common Stock in the financial analyses of OBDE described below.

Selected Companies Analysis of OBDE

Using publicly available information, KBW reviewed, among other things, the market performance of 15 selected publicly traded, externally managed BDCs with market capitalizations greater than $1 billion, which selected companies included OBDC.

The selected companies were as follows (shown in descending order of market capitalization):


Ares Capital Corporation
Blackstone Secured Lending Fund
Blue Owl Capital Corporation
FS KKR Capital Corp.
Golub Capital BDC, Inc.
Prospect Capital Corporation
Sixth Street Specialty Lending, Inc.
Morgan Stanley Direct Lending Fund
Goldman Sachs BDC, Inc.
Oaktree Specialty Lending Corporation
New Mountain Finance Corporation
MidCap Financial Investment Corporation
Kayne Anderson BDC, Inc.
Bain Capital Specialty Finance, Inc.
Barings BDC, Inc.

To perform this analysis, KBW used market price information as of August 2, 2024, reported NAV per share data as of the end of the most recent completed quarterly period available, latest 12 months (“LTM”) reported NII per share and LTM adjusted NII per share before base management fees or incentive fees (“Pre-Mgmt. Fee Adj. NII”) of the selected companies. KBW also used calendar years 2024 and 2025 NII per share estimates taken from consensus “street estimates” of the selected companies.

KBW’s analysis showed the following concerning the market performance of the selected companies, as well as corresponding implied transaction multiples for the proposed merger based on the implied transaction value for the proposed merger of $14.64 per outstanding share of OBDE Common Stock, which corresponding implied transaction multiples were calculated using financial forecasts and projections of OBDE provided by the Advisers as of or for the 12-month period ending December 31, 2024 and for calendar years 2024 and 2025, and also corresponding implied multiples for OBDE based on the closing price of OBDE Common Stock on August 2, 2024, which corresponding implied multiples for OBDE were calculated using historical reported financial data of OBDE

as of or for the 12-month period ended March 31, 2024 and forecasts and projections of OBDE provided by the Advisers for calendar years 2024 and 2025:

Selected Companies

Proposed
Transaction

OBDE

Low

25th
Perc.

Median

Average

75th

Perc.

High

Price / NAV per share

0.96x (1)

0.91x

0.58x

0.89x

0.97x

0.94x

0.99x

1.19x

Price / LTM NII per share

9.2x (1)

6.8x

6.1x

7.2x

7.6x

7.9x

9.5x

Price / LTM Pre-Mgmt. Fee Adj. NII

6.2x (1)

6.0x

4.2x

5.1x

5.4x

5.9x

6.3x

Price / CY2024 NII per share

9.2x

9.0x

6.9x

7.5x

7.9x

8.3x

8.9x

Price / CY2025 NII per share

10.2x

9.9x

7.2x

8.1x

8.4x

8.8x

9.2x

__________________

(1)Based on estimated NAV per share, estimated NII per share and estimated Pre-Mgmt. Fee Adj. NII of OBDE taken from financial forecasts and projections of OBDE as of or for the 12-month period ending December 31, 2024.

KBW then applied a range of price-to-NAV per share multiples of 0.89x to 0.99x derived from the 25th percentile and 75th percentile multiples of the selected companies to the March 31, 2024 NAV per share of OBDE. KBW then applied a range of price-to-estimated calendar year 2024 NII per share multiples of 7.50x to 8.25x derived from the 25th percentile and 75th percentile multiples of the selected companies to the estimated calendar year 2024 NII per share of OBDE, which was taken from financial forecasts and projections of OBDE provided by the Advisers, and a range of price-to-estimated calendar year 2025 NII per share multiples of 8.15x to 8.83x derived from the 25th percentile and 75th percentile multiples of the selected companies to the estimated calendar year 2025 NII per share of OBDE, which was also taken from financial forecasts and projections of OBDE provided by the Advisers. This analysis indicated the following ranges of the implied value per share of OBDE Common Stock, as compared to the implied transaction value for the proposed merger of $14.64 per outstanding share of OBDE Common Stock:


			Implied Value Per Share Ranges of OBDE Common Stock
Based on NAV per share of OBDE as of March 31, 2024			$13.90 to $15.47
Based on CY2024 NII per share estimate of OBDE provided by the Advisers			$11.94 to $13.13
Based on CY2025 NII per share estimate of OBDE provided by the Advisers			$11.73 to $12.71

No company used as a comparison in the above selected companies analysis is identical to OBDE. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Companies Analysis of OBDC

The selected companies were as follows (shown in descending order of market capitalization):


Ares Capital Corporation
Blackstone Secured Lending Fund
FS KKR Capital Corp.
Golub Capital BDC, Inc.
Prospect Capital Corporation
Sixth Street Specialty Lending, Inc.
Morgan Stanley Direct Lending Fund
Blue Owl Capital Corporation III


Goldman Sachs BDC, Inc.
Oaktree Specialty Lending Corporation
New Mountain Finance Corporation
MidCap Financial Investment Corporation
Kayne Anderson BDC, Inc.
Bain Capital Specialty Finance, Inc.
Barings BDC, Inc.

To perform this analysis, KBW used market price information as of August 2, 2024, reported NAV per share data as of the end of the most recent completed quarterly period available, LTM reported NII per share and LTM Pre-Mgmt. Fee Adj. NII of the selected companies. KBW also used calendar years 2024 and 2025 NII per share estimates taken from consensus “street estimates” of the selected companies.

KBW’s analysis showed the following concerning the market performance of the selected companies, as well as corresponding implied multiples for OBDC based on the closing price of OBDC Common Stock on August 2, 2024 which corresponding implied multiples were calculated using historical reported financial data of OBDC as of or for the 12-month period ended March 31, 2024 and financial forecasts and projections of OBDC provided by the Advisers for calendar years 2024 and 2025:

Selected Companies

OBDC

Low

25th
Percentile

Median

Average

75th
Percentile

High

Price / NAV per share

0.97x

0.58x

0.89x

0.96x

0.94x

0.99x

1.19x

Price / LTM NII per share

7.7x

6.1x

6.9x

7.6x

7.9x

9.5x

Price / LTM Pre-Mgmt.

Fee Adj. NII

5.3x

4.2x

5.1x

5.6x

5.5x

6.0x

6.3x

Price / CY2024 NII per share

8.1x

6.9x

7.5x

7.9x

8.4x

8.9x

Price / CY2025 NII per share

9.1x

7.2x

8.1x

8.6x

8.4x

8.9x

9.2x

No company used as a comparison in the above selected companies analysis is identical to OBDC. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Selected Transactions Analysis

KBW reviewed publicly available information related to 28 selected acquisitions of U.S. BDCs announced since the beginning of 2015 (including affiliate mergers).

The selected transactions were as follows:


Acquirer						Acquired Company
North Haven Private Income Fund LLC						SL Investment Corp.
Golub Capital BDC, Inc.						Golub Capital BDC 3, Inc.
Midcap Financial Investment Corporation						Apollo Senior Floating Rate Fund Inc.
Midcap Financial Investment Corporation						Apollo Tactical Income Fund Inc.
Franklin BSP Capital Corporation						Franklin BSP Lending Corporation
BlackRock TCP Capital Corp.						BlackRock Capital Investment Corporation
Crescent Capital BDC, Inc.						First Eagle Alternative Capital BDC, Inc.
Oaktree Specialty Lending Corporation						Oaktree Strategic Income II, Inc.
SLR Investment Corp.						SLR Senior Investment Corp.
Barings BDC Inc.						Sierra Income Corporation


Portman Ridge Finance Corp						Harvest Capital Credit Corp
FS KKR Capital Corp.						FS KKR Capital Corp. II
Oaktree Specialty Lending Corporation						Oaktree Strategic Income Corporation
Barings BDC, Inc.						MVC Capital, Inc.
Portman Ridge Finance Corp						Garrison Capital
Goldman Sachs BDC, Inc.						Goldman Sachs Middle Market Lending Corp.
Crescent Capital BDC, Inc.						Alcentra Capital Corp.
Portman Ridge Finance Corp						OHA Investment Corp
FS Investment Corporation II						FS Investment Corporation III, FS Investment Corporation IV, Corporate Capital Trust II
East Asset Management, LLC						Rand Capital Corporation
Golub Capital BDC, Inc.						Golub Capital Investment Corporation
FS Investment Corporation						Corporate Capital Trust, Inc.
Benefit Street Partners LLC; Barings						Triangle Capital Corporation
TCG BDC, Inc.						NF Investment Corp.
CĪON Investment Corporation						Credit Suisse Park View BDC, Inc.
MAST Capital Management LLC; Great Elm Capital Group Inc.						Full Circle Capital Corporation
Ares Capital Corporation						American Capital, Ltd.
PennantPark Floating Rate Capital Ltd.						MCG Capital Corporation

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company (including contributions by external managers) and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction (adjusted to reflect announced pre-closing adjustments):

•Price to NAV per share of the acquired company;

•Price to LTM NII per share of the acquired company; and

•Price to LTM Pre-Mgmt. Fee Adj. NII (adjusted to exclude management fees, incentive fees, and fee waivers).

KBW also reviewed the price per share of common stock paid for the acquired company for the 18 selected transactions involving publicly traded acquired companies as a premium/(discount) to the closing price of the acquired company one day and 30 days prior to the announcement of the respective transaction (expressed as percentages and referred to as the one-day market premium and the 30-day market premium). The resulting transaction statistics for the selected transactions were compared with the corresponding implied transaction statistics for the proposed merger based on the implied transaction value for the proposed merger of $14.64 per outstanding share of OBDE Common Stock, which corresponding implied transaction statistics were calculated using financial forecasts and projections of OBDE provided by the Advisers as of or for the 12-month period ending December 31, 2024 and using market price information as of August 2, 2024.

All Selected Transactions. KBW’s analysis showed the following concerning the proposed merger and the selected transactions (excluding the impact of the price-to-LTM NII per share multiples of five of the selected

transactions and the price-to-LTM Pre-Mgmt. Fee Adj. NII multiples of three of the selected transactions, which multiples were considered to be not meaningful because they were either negative or greater than 35.0x):

Selected Transactions

Proposed Transaction

Low

25th

Percentile

Median

Average

75th
Percentile

High

Price / NAV Per Share

0.96x(1)

0.58x

0.82x

0.95x

0.91x

1.00x

1.16x

Price / LTM NII per share

9.2x(1)

5.2x

9.4x

10.6x

11.5x

12.5x

30.6x

Price / Pre-Mgmt. Fee LTM Adj. NII

6.2x(1)

3.3x

6.9x

8.2x

8.4x

9.4x

18.9x

One-Day Market Premium

0.8%

-4.3%

1.1%

20.3%

20.8%

35.0%

80.1%

30-Day Market Premium

-2.4%

-9.0%

1.1%

22.5%

32.1%

101.8%

__________________

(1)Based on estimated NAV per share, estimated NII and estimated Pre-Mgmt. Fee Adj. NII of OBDE taken from financial forecasts and projections of OBDE provided by the Advisers as of or for the 12-month period ending December 31, 2024.

KBW then applied a range of price-to-NAV per share multiples of 0.82x to 1.00x derived from the 25th percentile and 75th percentile multiples of the selected transactions to March 31, 2024 NAV per share of OBDE. KBW then applied a range of price-to-LTM NII per share multiples of 9.39x to 12.48x derived from the 25th percentile and 75th percentile multiples of the selected transactions to NII of per share OBDE for the 12-month period ended March 31, 2024. KBW then applied a range of price-to-LTM Pre-Mgmt. Fee Adj. NII multiples of 6.86x to 9.43x derived from the 25th percentile and 75th percentile multiples of the selected transactions to Pre-Mgmt. Fee Adj. NII of OBDE for the 12-month period ended March 31, 2024. This analysis indicated the following ranges of the implied value per share of OBDE Common Stock, as compared to the implied transaction value for the proposed merger of $14.64 per outstanding share of OBDE Common Stock:


			Implied Value Per Share Ranges of OBDE Common Stock
Based on NAV per share of OBDE as of March 31, 2024			$12.83 to $15.65
Based on NII per share of OBDE for the 12-month period ended March 31, 2024			$19.82 to $26.36
Based on Pre-Mgmt. Fee Adj. NII of OBDE for the 12-month period ended March 31, 2024			$16.30 to $22.42

Selected Transactions Involving Affiliates. KBW’s analysis also showed the following concerning the proposed merger and the 15 selected transactions involving affiliate mergers (North Haven Private Income Fund LLC/SL Investment Corp, Golub Capital BDC, Inc./Golub Capital BDC 3, Inc., Midcap Financial Investment Corp./Apollo Senior Floating Rate Fund Inc., Midcap Financial Investment Corp./Apollo Tactical Income Fund Inc., Franklin BSP Capital Corporation/Franklin BSP Lending Corporation, BlackRock TCP Capital Corp./BlackRock Capital Investment Corporation, Oaktree Specialty Lending Corporation/Oaktree Strategic Income II, Inc., SLR Investment Corp./SLR Senior Investment Corp., FS KKR Capital Corp./FS KKR Capital Corp. II, Oaktree Specialty Lending Corporation/Oaktree Strategic Income Corporation, Goldman Sachs BDC, Inc./Goldman Sachs Middle Market Lending Corp., FS Investment Corporation II/FS Investment Corporation III (and others), Golub Capital BDC, Inc./Golub Capital Investment Corporation, FS Investment Corporation/Corporate Capital Trust, Inc., TCG BDC, Inc./NF Investment Corp.), eight of which selected transactions involved publicly traded acquired companies:

Selected Transactions Involving Affiliates

Proposed Transaction

Low

25th

Percentile

Median

Average

75th
Percentile

High

Price / NAV Per Share

0.96x(1)

0.71x

0.89x

0.95x

0.94x

1.00x

1.16x

Price / LTM NII per share

9.2x(1)

6.9x

9.4x

10.4x

10.5x

10.6x

15.1x

Price / Pre-Mgmt. Fee LTM Adj. NII

6.2x(1)

6.0x

6.9x

7.3x

8.0x

8.2x

12.8x


One-Day Market Premium	0.8%	-1.7%	-1.1%	1.3%	6.6%	12.0%	27.3%
30-Day Market Premium	-2.4%	-9.0%	-1.5%	1.5%	6.1%	13.4%	32.6%

__________________

KBW then applied a range of price-to-NAV per share multiples of 0.89x to 1.00x derived from the 25th percentile and 75th percentile multiples of the selected transactions involving affiliates to March 31, 2024 NAV per share of OBDE. KBW then applied a range of price-to-LTM NII per share multiples of 9.39x to 10.64x derived from the 25th percentile and 75th percentile multiples of the selected transactions involving affiliates to NII per share of OBDE for the 12-month period ended March 31, 2024. KBW then applied a range of price-to-LTM Pre-Mgmt. Fee Adj. NII multiples of 6.92x to 8.17x derived from the 25th percentile and 75th percentile multiples of the selected transactions to Pre-Mgmt. Fee Adj. NII of OBDE for the 12-month period ended March 31, 2024. This analysis indicated the following ranges of the implied value per share of OBDE Common Stock, as compared to the implied transaction value for the proposed merger of $14.64 per outstanding share of OBDE Common Stock:


			Implied Value Per Share Ranges of OBDE Common Stock
Based on NAV per share of OBDE as of March 31, 2024			$13.93 to $15.66
Based on NII per share of OBDE for the 12-month period ended March 31, 2024			$19.82 to $22.47
Based on Pre-Mgmt. Fee Adj. NII of OBDE for the 12-month period ended March 31, 2024			$16.44 to $19.42

No company or transaction used as a comparison in the above selected transaction analysis is identical to OBDE or the proposed merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Dividend Discount Analysis of OBDE

KBW performed a dividend discount analysis of OBDE on a standalone basis to estimate ranges for the implied equity value of OBDE. In this analysis, KBW used financial and operating forecasts and projections relating to dividends and net assets of OBDE that were provided by the Advisers. KBW assumed discount rates ranging from 9.9% to 11.9%. Ranges of values were derived by adding (i) the present value of the estimated future dividends of OBDE over the period from the assumed March 31, 2025 closing date of the proposed merger through December 31, 2029 and (ii) the present value of OBDE’s implied terminal value at the end of such period. KBW derived implied terminal values using two methodologies, one based on estimated December 31, 2029 NAV per share multiples and the other based on estimated calendar year 2029 dividend yields. Using implied terminal values for OBDE calculated by applying a terminal multiple range of 0.87x to 1.07x to OBDE’s estimated NAV per share as of December 31, 2029, this analysis resulted in a range of implied values per share of OBDE Common Stock of approximately $13.26 to $16.24, as compared to the implied transaction value for the proposed merger of $14.64 per outstanding share of OBDE Common Stock. Using implied terminal values for OBDE calculated by applying a terminal dividend yield range of 10.1% to 12.1% to OBDE’s estimated calendar year 2029 dividends, this analysis resulted in a range of implied values per share of OBDE Common Stock of approximately $11.98 to $14.27, as compared to the implied transaction value for the proposed merger of $14.64 per outstanding share of OBDE Common Stock.

The dividend discount analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including NAV per share and dividend assumptions, terminal values and discount rates. The analysis did not purport to be indicative of the actual values or expected values of OBDE.

Dividend Discount Analysis of OBDC

KBW performed a dividend discount analysis of OBDC on a standalone basis to estimate ranges for the implied equity value of OBDC. In this analysis, KBW used financial and operating forecasts and projections relating to dividends and net assets of OBDC that were provided by the Advisers. KBW assumed discount rates ranging from 9.1% to 11.1%. Ranges of values were derived by adding (i) the present value of the estimated future dividends of OBDC over the period from the assumed March 31, 2025 closing date of the proposed merger through December 31, 2029 and (ii) the present value of OBDC’s implied terminal value at the end of such period. KBW derived implied terminal values using two methodologies, one based on estimated December 31, 2029 NAV per share multiples and the other based on estimated calendar year 2029 dividend yields. Using implied terminal values for OBDC calculated by applying a terminal multiple range of 0.86x to 1.06x to OBDC’s estimated NAV per share as of December 31, 2029, this analysis resulted in a range of implied values per share of OBDC Common Stock of approximately $13.90 to $16.99. Using implied terminal values for OBDC calculated by applying a terminal dividend yield range of 10.1% to 12.1% to OBDC’s estimated calendar year 2029 dividends, this analysis resulted in a range of implied values per share of OBDC Common Stock of approximately $13.20 to $15.76.

Relative Contribution Analysis

KBW analyzed the relative standalone contribution of OBDC and OBDE to various pro forma balance sheet and income statement items of the combined company. This analysis did not include purchase accounting adjustments, transaction expenses or deferred financing costs. To perform this analysis, KBW used financial forecasts and projections of OBDC and OBDE provided by the Advisers, which gave effect to the Special Dividend in the case of estimated balance sheet data of OBDE as of December 31, 2024. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of OBDC and OBDE Shareholders in the combined company based on an assumed exchange ratio of 0.9770x:


	OBDC as a % of Total		OBDE as a % of Total
Pro Forma Ownership
Based on Assumed Exchange Ratio of 0.9770x	76.3	%	23.7	%

Estimated Balance Sheet Data as of December 31, 2024
Total Assets	76.1	%	23.9	%
Investments at Fair Value	75.6	%	24.4	%
Total Debt (Principal)	76.2	%	23.8	%
Net Asset Value	76.3	%	23.7	%

Estimated Income Statement Data