UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
FORM 10-Q
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| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal quarter ended September 30, 2023
OR
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| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 814-01190
______________________________________________
BLUE OWL CAPITAL CORPORATION
(Exact name of Registrant as specified in its Charter)
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| Maryland | | 47-5402460 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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399 Park Avenue, New York, New York | | 10022 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 419-3000
______________________________________________
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | OBDC | The New York Stock Exchange |
______________________________________________
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ NO ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☒ | | Accelerated filer | ☐ |
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| Non-accelerated filer | ☐ | | Small reporting company | ☐ |
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| Emerging growth company | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
As of November 8, 2023, the registrant had 389,732,868 shares of common stock, $0.01 par value per share, outstanding.
Table of Contents
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PART I | FINANCIAL INFORMATION | |
Item 1. | | |
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Signatures | | |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that involve substantial risks and uncertainties. Such statements involve known and unknown risks, uncertainties and other factors and undue reliance should not be placed thereon. These forward-looking statements are not historical facts, but rather are based on current expectations, estimates and projections about Blue Owl Capital Corporation (the “Company,” “we” or “our”), our current and prospective portfolio investments, our industry, our beliefs and opinions, and our assumptions. Words such as “anticipates,” “expects,” “intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,” “estimates,” “would,” “could,” “should,” “targets,” “projects,” “outlook,” “potential,” “predicts” and variations of these words and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without limitation:
•an economic downturn could impair our portfolio companies’ ability to continue to operate, which could lead to the loss of some or all of our investments in such portfolio companies;
•an economic downturn could disproportionately impact the companies that we intend to target for investment, potentially causing us to experience a decrease in investment opportunities and diminished demand for capital from these companies;
•the impact of rising interest rates, elevated inflation rates, ongoing supply chain and labor market disruptions, instability in the U.S. and international banking systems, and the risk of recession or a shutdown of government services could impact our business prospects and the prospects of our portfolio companies;
•an economic downturn could also impact availability and pricing of our financing and our ability to access the debt and equity capital markets;
•a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
•interest rate volatility could adversely affect our results, particularly because we use leverage as part of our investment strategy;
•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
•our future operating results;
•our contractual arrangements and relationships with third parties;
•the ability of our portfolio companies to achieve their objectives;
•competition with other entities and our affiliates for investment opportunities;
•risks related to the uncertainty of the value of our portfolio investments, particularly those having no liquid trading market;;
•the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;
•the adequacy of our financing sources and working capital;
•the loss of key personnel;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability of Blue Owl Credit Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;
•the ability of the Adviser to attract and retain highly talented professionals;
•our ability to qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);
•the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies;
•the effect of legal, tax and regulatory changes;
•the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity attacks
•the escalated conflict in the Middle East;
•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing war between Russia and Ukraine and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China, on financial market volatility, global economic markets, and various markets for commodities globally such as oil and natural gas; and
•other risks, uncertainties and other factors previously identified in the reports and other documents we have filed with the Securities and Exchange Commission (“SEC”).
Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this report should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this report. Moreover, we assume no duty and do not undertake to update the forward-looking statements. Because we are an investment company, the forward-looking statements and projections contained in this report are excluded from the safe harbor protection provided by Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 1. Consolidated Financial Statements
Blue Owl Capital Corporation
Consolidated Statements of Assets and Liabilities
(Amounts in thousands, except share and per share amounts)
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| | September 30, 2023 (Unaudited) | | December 31, 2022 |
| Assets | | | | |
| Investments at fair value | | | | |
Non-controlled, non-affiliated investments (amortized cost of $11,500,055 and $12,133,062, respectively) | | $ | 11,471,820 | | | $ | 12,010,369 | |
Non-controlled, affiliated investments (amortized cost of $19,352 and $6,224, respectively) | | 19,805 | | 6,175 | |
Controlled, affiliated investments (amortized cost of $1,303,464, and $906,846, respectively) | | 1,404,533 | | 993,801 |
Total investments at fair value (amortized cost of $12,822,871 and $13,046,132, respectively) | | 12,896,158 | | 13,010,345 |
Cash (restricted cash of $89,264 and $96,420, respectively) | | 429,676 | | 444,278 |
Foreign cash (cost of $2,357 and $809, respectively) | | 2,354 | | 809 |
| Interest receivable | | 107,112 | | 108,085 |
| Receivable from a controlled affiliate | | 22,532 | | 17,709 |
| Prepaid expenses and other assets | | 3,988 | | 3,627 |
| Total Assets | | $ | 13,461,820 | | | $ | 13,584,853 | |
| Liabilities | | | | |
Debt (net of unamortized debt issuance costs of $80,535 and $95,647, respectively) | | $ | 7,062,399 | | | $ | 7,281,744 | |
| Distribution payable | | 128,612 | | | 129,517 | |
| Management fee payable | | 47,796 | | | 47,583 | |
| Incentive fee payable | | 40,314 | | | 34,462 | |
| Payables to affiliates | | 6,292 | | | 6,351 | |
| Accrued expenses and other liabilities | | 176,398 | | | 202,793 | |
| Total Liabilities | | 7,461,811 | | | 7,702,450 | |
| Commitments and contingencies (Note 7) | | | | |
| Net Assets | | | | |
Common shares $0.01 par value, 500,000,000 shares authorized; 389,732,868 and 392,476,687 shares issued and outstanding, respectively | | 3,897 | | | 3,925 | |
| Additional paid-in-capital | | 5,936,644 | | | 5,970,674 | |
| Accumulated undistributed (overdistributed) earnings | | 59,468 | | | (92,196) | |
| Total Net Assets | | 6,000,009 | | 5,882,403 |
| Total Liabilities and Net Assets | | $ | 13,461,820 | | | $ | 13,584,853 | |
| Net Asset Value Per Share | | $ | 15.40 | | | $ | 14.99 | |
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
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| | For the Three Months Ended September 30, | | For the Nine Months Ended September 30, | | |
| | 2023 | | 2022 | | 2023 | | 2022 | | |
| Investment Income | | | | | | | | | | |
| Investment income from non-controlled, non-affiliated investments: | | | | | | | | | | |
| Interest income | | $ | 307,701 | | | $ | 240,601 | | | $ | 894,371 | | | $ | 655,303 | | | |
Payment-in-kind (“PIK”) interest income | | 40,925 | | | 30,539 | | | 128,783 | | | 79,698 | | | |
| Dividend income | | 17,324 | | | 14,867 | | | 52,764 | | | 36,280 | | |
| Other income | | 2,332 | | | 5,408 | | | 12,539 | | | 14,794 | | |
| Total investment income from non-controlled, non-affiliated investments | | 368,282 | | | 291,415 | | | 1,088,457 | | | 786,075 | | |
| Investment income from non-controlled, affiliated investments: | | | | | | | | | | |
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| Dividend income | | 36 | | | — | | | 213 | | | — | | | |
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| Total investment income from non-controlled, affiliated investments | | 36 | | | — | | | 213 | | | — | | | |
| Investment income from controlled, affiliated investments: | | | | | | | | | | |
| Interest income | | 5,717 | | | 2,140 | | | 13,944 | | | 5,767 | | |
| Payment-in-kind (“PIK”) interest income | | 773 | | | — | | | 773 | | | — | | | |
| Dividend income | | 24,032 | | | 20,303 | | | 66,720 | | | 59,136 | | |
| Other Income | | 182 | | | 195 | | | 760 | | | 520 | | |
| Total investment income from controlled, affiliated investments | | 30,704 | | | 22,638 | | | 82,197 | | | 65,423 | | |
| Total Investment Income | | 399,022 | | | 314,053 | | | 1,170,867 | | | 851,498 | | |
| Expenses | | | | | | | | | | |
| Interest expense | | 110,445 | | | 81,210 | | | 324,416 | | | 209,935 | | |
| Management fees | | 47,796 | | | 46,886 | | | 143,911 | | | 141,172 | | |
| Performance based incentive fees | | 40,314 | | | 31,134 | | | 117,640 | | | 83,630 | | |
| Professional fees | | 3,890 | | | 3,788 | | | 11,697 | | | 11,022 | | |
| Directors’ fees | | 445 | | | 276 | | | 960 | | | 832 | | |
| Other general and administrative | | 3,349 | | | 2,381 | | | 9,158 | | | 6,656 | | |
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| Total Operating Expenses | | 206,239 | | | 165,675 | | | 607,782 | | | 453,247 | | |
| Net Investment Income (Loss) Before Taxes | | 192,783 | | | 148,378 | | | 563,085 | | | 398,251 | | |
| Income tax expense (benefit), including excise tax expense (benefit) | | 2,730 | | | 1,604 | | | 8,495 | | | 3,998 | | |
| Net Investment Income (Loss) After Taxes | | $ | 190,053 | | | $ | 146,774 | | | $ | 554,590 | | | $ | 394,253 | | | |
| Net Realized and Change in Unrealized Gain (Loss) | | | | | | | | | | |
| Net change in unrealized gain (loss): | | | | | | | | | | |
| Non-controlled, non-affiliated investments | | $ | 22,371 | | | $ | 75,368 | | | $ | 91,855 | | | $ | (147,545) | | | |
| Non-controlled, affiliated investments | | 507 | | | — | | | 502 | | | — | | | |
| Controlled, affiliated investments | | (2,076) | | | 47,026 | | | 14,113 | | | 31,632 | | | |
| Translation of assets and liabilities in foreign currencies | | (2,292) | | | (3,807) | | | 278 | | | (7,510) | | | |
| Income tax (provision) benefit | | (1,521) | | | — | | | (4,217) | | | — | | | |
| Total Net Change in Unrealized Gain (Loss) | | 16,989 | | | 118,587 | | | 102,531 | | | (123,423) | | | |
| Net realized gain (loss): | | | | | | | | | | |
| Non-controlled, non-affiliated investments | | 235 | | | 201 | | | 353 | | | 4,853 | | | |
| Non-controlled, affiliated investments | | — | | | — | | | (52,482) | | | — | | | |
| Foreign currency transactions | | (339) | | | (135) | | | (647) | | | (1,218) | | | |
| Total Net Realized Gain (Loss) | | (104) | | | 66 | | | (52,776) | | | 3,635 | | | |
| Total Net Realized and Change in Unrealized Gain (Loss) | | 16,885 | | | 118,653 | | | 49,755 | | | (119,788) | | | |
| Net Increase (Decrease) in Net Assets Resulting from Operations | | $ | 206,938 | | | $ | 265,427 | | | $ | 604,345 | | | $ | 274,465 | | | |
| Earnings Per Share - Basic and Diluted | | $ | 0.53 | | | $ | 0.67 | | | $ | 1.55 | | | $ | 0.70 | | | |
| Weighted Average Shares Outstanding - Basic and Diluted | | 389,703,612 | | | 393,823,013 | | | 390,223,606 | | | 394,103,935 | | | |
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
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| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Non-controlled/non-affiliated portfolio company investments | | | | | | | | | | | | | | | |
| Debt Investments | | | | | | | | | | | | | | | |
| Advertising and media | | | | | | | | | | | | | | | |
| Circana Group, L.P. (fka The NPD Group, L.P.)(13)(27) | | First lien senior secured loan | | S + | 6.25% (2.75% PIK) | | 12/2028 | | 19,052 | | | 18,720 | | | 18,861 | | | 0.3 | % |
| Circana Group, L.P. (fka The NPD Group, L.P.)(10)(13)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 12/2027 | | 272 | | | 248 | | | 257 | | | — | % |
| Global Music Rights, LLC(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 8/2028 | | 7,369 | | | 7,257 | | | 7,369 | | | 0.1 | % |
| Global Music Rights, LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 8/2027 | | — | | | (9) | | | — | | | — | % |
| | | | | | | | | | | 26,216 | | | 26,487 | | | 0.4 | % |
| Aerospace and defense | | | | | | | | | | | | | | | |
| Aviation Solutions Midco, LLC (dba STS Aviation)(14)(27) | | First lien senior secured loan | | S + | 7.25% | | 1/2025 | | 211,204 | | | 210,165 | | | 213,316 | | | 3.6 | % |
| Peraton Corp.(6)(14)(27) | | Second lien senior secured loan | | S + | 7.75% | | 2/2029 | | 45,899 | | | 45,378 | | | 44,829 | | | 0.7 | % |
| Valence Surface Technologies LLC(14)(27) | | First lien senior secured loan | | S + | 7.75% (3.88% PIK) | | 6/2025 | | 134,374 | | | 133,766 | | | 113,546 | | | 1.9 | % |
| Valence Surface Technologies LLC(10)(14)(27) | | First lien senior secured revolving loan | | S + | 7.75% (3.88% PIK) | | 6/2025 | | 10,922 | | | 10,879 | | | 9,222 | | | 0.2 | % |
| | | | | | | | | | | 400,188 | | | 380,913 | | | 6.4 | % |
| Asset based lending and fund finance | | | | | | | | | | | | | | | |
| Hg Genesis 8 Sumoco Limited(20)(27)(29) | | Unsecured facility | | SA + | 6.00% PIK | | 8/2025 | | £39,355 | | 51,566 | | | 48,034 | | | 0.8 | % |
| Hg Genesis 9 SumoCo Limited(18)(27)(29) | | Unsecured facility | | E + | 7.00% PIK | | 3/2027 | | € 47,333 | | 51,810 | | | 50,114 | | | 0.8 | % |
| Hg Saturn Luchaco Limited(20)(27)(29) | | Unsecured facility | | SA + | 7.50% PIK | | 3/2026 | | £111,764 | | 150,506 | | | 136,415 | | | 2.3 | % |
| | | | | | | | | | | 253,882 | | | 234,563 | | | 3.9 | % |
| Automotive | | | | | | | | | | | | | | | |
| Spotless Brands, LLC(14)(27) | | First lien senior secured loan | | S + | 6.50% | | 7/2028 | | 48,242 | | | 47,427 | | | 47,759 | | | 0.8 | % |
| Spotless Brands, LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 7/2028 | | — | | | (21) | | | (13) | | | — | % |
| | | | | | | | | | | 47,406 | | | 47,746 | | | 0.8 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
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| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Buildings and real estate | | | | | | | | | | | | | | | |
| Associations, Inc.(14)(27) | | First lien senior secured loan | | S + | 6.50% (2.50% PIK) | | 7/2027 | | 363,571 | | | 361,304 | | | 360,844 | | | 6.0 | % |
| Associations, Inc.(10)(14)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.50% (2.50% PIK) | | 6/2024 | | 38,799 | | | 38,432 | | | 38,425 | | | 0.6 | % |
| Associations, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 7/2027 | | — | | | (206) | | | (247) | | | — | % |
| REALPAGE, INC.(6)(13)(27) | | Second lien senior secured loan | | S + | 6.50% | | 4/2029 | | 34,500 | | | 34,105 | | | 34,545 | | | 0.6 | % |
| | | | | | | | | | | 433,635 | | | 433,567 | | | 7.2 | % |
| Business services | | | | | | | | | | | | | | | |
| Access CIG, LLC(14)(27) | | Second lien senior secured loan | | S + | 7.75% | | 2/2026 | | 58,760 | | | 58,498 | | | 58,172 | | | 1.0 | % |
| CIBT Global, Inc.(11)(14)(27) | | First lien senior secured loan | | S + | 5.25% (4.25% PIK) | | 5/2026 | | 932 | | | 588 | | | 625 | | | — | % |
| CIBT Global, Inc.(11)(14)(27) | | Second lien senior secured loan | | S + | 7.75% PIK | | 12/2026 | | 63,678 | | | 26,718 | | | 8,437 | | | 0.1 | % |
| Denali BuyerCo, LLC (dba Summit Companies)(14)(27) | | First lien senior secured loan | | S + | 5.50% | | 9/2028 | | 52,884 | | | 52,298 | | | 52,752 | | | 0.9 | % |
| Denali BuyerCo, LLC (dba Summit Companies)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.50% | | 9/2027 | | — | | | (20) | | | (7) | | | — | % |
| Diamondback Acquisition, Inc. (dba Sphera)(13)(27) | | First lien senior secured loan | | S + | 5.50% | | 9/2028 | | 4,077 | | | 4,015 | | | 4,016 | | | 0.1 | % |
| Entertainment Benefits Group, LLC(13)(27) | | First lien senior secured loan | | S + | 4.75% | | 9/2025 | | 856 | | | 849 | | | 856 | | | — | % |
| Entertainment Benefits Group, LLC(10)(13)(27) | | First lien senior secured revolving loan | | S + | 4.75% | | 9/2025 | | 22 | | | 21 | | | 22 | | | — | % |
| Fullsteam Operations, LLC(14)(27) | | First lien senior secured loan | | S + | 7.50% (3.00% PIK) | | 10/2027 | | 10,662 | | | 10,467 | | | 10,769 | | | 0.2 | % |
| Gainsight, Inc.(21)(27) | | First lien senior secured loan | | L + | 6.75% PIK | | 7/2027 | | 23,116 | | | 22,880 | | | 22,885 | | | 0.4 | % |
| Gainsight, Inc.(10)(21)(27) | | First lien senior secured revolving loan | | L + | 6.75% PIK | | 7/2027 | | 1,657 | | | 1,619 | | | 1,623 | | | — | % |
| Hercules Borrower, LLC (dba The Vincit Group)(14)(27) | | First lien senior secured loan | | S + | 6.25% | | 12/2026 | | 175,542 | | | 173,970 | | | 175,541 | | | 2.9 | % |
| Hercules Borrower, LLC (dba The Vincit Group)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 12/2026 | | 1,116 | | | 948 | | | 1,116 | | | — | % |
| Hercules Buyer, LLC (dba The Vincit Group)(27)(31)(32) | | Unsecured notes | | | 0.48% PIK | | 12/2029 | | 5,160 | | | 5,160 | | | 5,772 | | | 0.1 | % |
| Kaseya Inc.(14)(27) | | First lien senior secured loan | | S + | 6.25% (2.50% PIK) | | 6/2029 | | 18,772 | | | 18,449 | | | 18,725 | | | 0.3 | % |
| Kaseya Inc.(10)(14)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.25% (2.50% PIK) | | 6/2024 | | 69 | | | 59 | | | 69 | | | — | % |
| Kaseya Inc.(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.25% (2.50% PIK) | | 6/2029 | | 285 | | | 267 | | | 283 | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
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| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| KPSKY Acquisition, Inc. (dba BluSky)(14)(27) | | First lien senior secured loan | | S + | 5.25% | | 10/2028 | | 4,901 | | | 4,825 | | | 4,852 | | | 0.1 | % |
| Ping Identity Holding Corp.(13)(27) | | First lien senior secured loan | | S + | 7.00% | | 10/2029 | | 909 | | | 897 | | | 905 | | | — | % |
| Ping Identity Holding Corp.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 7.00% | | 10/2028 | | — | | | (1) | | | — | | | — | % |
| | | | | | | | | | | 382,507 | | | 367,413 | | | 6.1 | % |
| Chemicals | | | | | | | | | | | | | | | |
| Aruba Investments Holdings LLC (dba Angus Chemical Company)(13)(27) | | Second lien senior secured loan | | S + | 7.75% | | 11/2028 | | 10,000 | | | 9,892 | | | 9,300 | | | 0.2 | % |
| Gaylord Chemical Company, L.L.C.(14)(27) | | First lien senior secured loan | | S + | 6.00% | | 3/2027 | | 136,752 | | | 135,871 | | | 136,067 | | | 2.3 | % |
| Gaylord Chemical Company, L.L.C.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 3/2026 | | — | | | (66) | | | (66) | | | — | % |
| Velocity HoldCo III Inc. (dba VelocityEHS)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 4/2027 | | 21,825 | | | 21,504 | | | 21,825 | | | 0.4 | % |
| Velocity HoldCo III Inc. (dba VelocityEHS)(10)(13)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 4/2026 | | 335 | | | 319 | | | 335 | | | — | % |
| | | | | | | | | | | 167,520 | | | 167,461 | | | 2.9 | % |
| Consumer products | | | | | | | | | | | | | | | |
| Conair Holdings LLC(13)(27) | | Second lien senior secured loan | | S + | 7.50% | | 5/2029 | | 187,500 | | | 186,406 | | | 177,655 | | | 3.0 | % |
| Feradyne Outdoors, LLC(15)(27) | | First lien senior secured loan | | S + | 6.25% | | 5/2026 | | 73,622 | | | 73,622 | | | 68,837 | | | 1.1 | % |
| Foundation Consumer Brands, LLC(14)(27) | | First lien senior secured loan | | S + | 6.25% | | 2/2027 | | 3,297 | | | 3,297 | | | 3,297 | | | 0.1 | % |
| Lignetics Investment Corp.(14)(27) | | First lien senior secured loan | | S + | 6.00% | | 11/2027 | | 34,726 | | | 34,409 | | | 34,378 | | | 0.6 | % |
| Lignetics Investment Corp.(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 10/2026 | | 4,549 | | | 4,513 | | | 4,502 | | | 0.1 | % |
| SWK BUYER, Inc. (dba Stonewall Kitchen)(14)(27) | | First lien senior secured loan | | S + | 5.25% | | 3/2029 | | 745 | | | 733 | | | 715 | | | — | % |
| SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 5.25% | | 3/2029 | | 46 | | | 45 | | | 43 | | | — | % |
| WU Holdco, Inc. (dba Weiman Products, LLC)(14)(27) | | First lien senior secured loan | | S + | 5.50% | | 3/2026 | | 201,300 | | | 199,422 | | | 196,770 | | | 3.3 | % |
| WU Holdco, Inc. (dba Weiman Products, LLC)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 5.50% | | 3/2025 | | 12,291 | | | 12,185 | | | 11,859 | | | 0.2 | % |
| | | | | | | | | | | 514,632 | | | 498,056 | | | 8.4 | % |
| Containers and packaging | | | | | | | | | | | | | | | |
| Ascend Buyer, LLC (dba PPC Flexible Packaging)(14)(27) | | First lien senior secured loan | | S + | 6.40% | | 10/2028 | | 5,456 | | | 5,414 | | | 5,456 | | | 0.1 | % |
| Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.40% | | 9/2027 | | — | | | (4) | | | — | | | — | % |
| Fortis Solutions Group, LLC(14)(27) | | First lien senior secured loan | | S + | 5.50% | | 10/2028 | | 4,594 | | | 4,523 | | | 4,491 | | | 0.1 | % |
| Fortis Solutions Group, LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.50% | | 10/2027 | | — | | | (6) | | | (10) | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(14)(27) | | First lien senior secured loan | | S + | 6.25% | | 5/2028 | | 890 | | | 883 | | | 890 | | | — | % |
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 5/2028 | | 17 | | | 16 | | | 17 | | | — | % |
| Pregis Topco LLC(13)(27) | | Second lien senior secured loan | | S + | 7.02% | | 8/2029 | | 160,000 | | | 157,898 | | | 159,665 | | | 2.7 | % |
| | | | | | | | | | | 168,724 | | | 170,509 | | | 2.9 | % |
| Distribution | | | | | | | | | | | | | | | |
| ABB/Con-cise Optical Group LLC(14)(27) | | First lien senior secured loan | | S + | 7.50% | | 2/2028 | | 63,778 | | | 63,022 | | | 61,387 | | | 1.0 | % |
| Endries Acquisition, Inc.(13)(27) | | First lien senior secured loan | | S + | 5.25% | | 12/2025 | | 235,768 | | | 234,248 | | | 235,767 | | | 3.9 | % |
| BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(13)(27) | | First lien senior secured loan | | S + | 6.25% | | 11/2025 | | 132,412 | | | 131,316 | | | 132,412 | | | 2.2 | % |
| BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)(13)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 11/2024 | | 2,277 | | | 2,170 | | | 2,277 | | | — | % |
| Offen, Inc.(15)(27) | | First lien senior secured loan | | S + | 5.00% | | 6/2026 | | 18,655 | | | 18,575 | | | 18,655 | | | 0.3 | % |
| | | | | | | | | | | 449,331 | | | 450,498 | | | 7.4 | % |
| Education | | | | | | | | | | | | | | | |
| Pluralsight, LLC(14)(27) | | First lien senior secured loan | | S + | 8.00% | | 4/2027 | | 99,450 | | | 98,763 | | | 96,218 | | | 1.6 | % |
| Pluralsight, LLC(10)(14)(27) | | First lien senior secured revolving loan | | S + | 8.00% | | 4/2027 | | 3,910 | | | 3,873 | | | 3,707 | | | 0.1 | % |
| | | | | | | | | | | 102,636 | | | 99,925 | | | 1.7 | % |
| Financial services | | | | | | | | | | | | | | | |
| Adenza Group, Inc.(13)(27) | | First lien senior secured loan | | S + | 5.75% | | 12/2027 | | 199,209 | | | 197,607 | | | 199,208 | | | 3.3 | % |
| Adenza Group, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 12/2025 | | — | | | (105) | | | — | | | — | % |
| Blackhawk Network Holdings, Inc.(13)(27) | | Second lien senior secured loan | | S + | 7.00% | | 6/2026 | | 106,400 | | | 105,982 | | | 106,134 | | | 1.8 | % |
| Blend Labs, Inc.(13)(27) | | First lien senior secured loan | | S + | 7.50% | | 6/2026 | | 67,500 | | | 66,499 | | | 65,813 | | | 1.1 | % |
| Blend Labs, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 7.50% | | 6/2026 | | — | | | (41) | | | (188) | | | — | % |
| Finastra USA, Inc.(14)(27)(29) | | First lien senior secured loan | | S + | 7.25% | | 9/2029 | | 89,247 | | | 88,354 | | | 88,354 | | | 1.5 | % |
| Finastra USA, Inc.(10)(14)(27)(29) | | First lien senior secured revolving loan | | S + | 7.25% | | 9/2029 | | 1,960 | | | 1,868 | | | 1,868 | | | — | % |
| KRIV Acquisition Inc. (dba Riveron)(14)(27) | | First lien senior secured loan | | S + | 6.50% | | 7/2029 | | 6,333 | | | 6,148 | | | 6,143 | | | 0.1 | % |
| KRIV Acquisition Inc. (dba Riveron)(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.50% | | 7/2025 | | — | | | (14) | | | (14) | | | — | % |
| KRIV Acquisition Inc. (dba Riveron)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 7/2029 | | — | | | (25) | | | (26) | | | — | % |
| Muine Gall, LLC(9)(15)(27)(29) | | First lien senior secured loan | | S + | 7.00% PIK | | 9/2026 | | 83,931 | | | 84,955 | | | 83,931 | | | 1.4 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| NMI Acquisitionco, Inc. (dba Network Merchants)(13)(27) | | First lien senior secured loan | | S + | 5.75% | | 9/2025 | | 36,479 | | | 36,233 | | | 36,296 | | | 0.6 | % |
| NMI Acquisitionco, Inc. (dba Network Merchants)(10)(23) | | First lien senior secured revolving loan | | S + | 5.75% | | 9/2025 | | — | | | (9) | | | (8) | | | — | % |
| Smarsh Inc.(15)(27) | | First lien senior secured loan | | S + | 6.50% | | 2/2029 | | 762 | | | 756 | | | 760 | | | — | % |
| Smarsh Inc.(10)(15)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.50% | | 2/2024 | | 95 | | | 94 | | | 95 | | | — | % |
| Smarsh Inc.(10)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 2/2029 | | — | | | — | | | — | | | — | % |
| | | | | | | | | | | 588,302 | | | 588,366 | | | 9.8 | % |
| Food and beverage | | | | | | | | | | | | | | | |
| Balrog Acquisition, Inc. (dba Bakemark)(13)(27) | | Second lien senior secured loan | | S + | 7.00% | | 9/2029 | | 22,000 | | | 21,851 | | | 21,835 | | | 0.4 | % |
| BP Veraison Buyer, LLC (dba Sun World)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 5/2027 | | 68,161 | | | 67,604 | | | 67,990 | | | 1.1 | % |
| BP Veraison Buyer, LLC (dba Sun World)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 5/2027 | | — | | | (66) | | | (22) | | | — | % |
| H-Food Holdings, LLC(22)(27) | | Second lien senior secured loan | | L + | 7.00% | | 3/2026 | | 121,800 | | | 120,621 | | | 90,741 | | | 1.5 | % |
| Hissho Sushi Merger Sub, LLC(14)(27) | | First lien senior secured loan | | S + | 5.50% | | 5/2028 | | 894 | | | 887 | | | 894 | | | — | % |
| Hissho Sushi Merger Sub, LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.50% | | 5/2028 | | — | | | (1) | | | — | | | — | % |
| Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(13)(27) | | First lien senior secured loan | | S + | 6.25% | | 3/2027 | | 125,000 | | | 123,286 | | | 123,439 | | | 2.1 | % |
| Nellson Nutraceutical, LLC(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 12/2025 | | 25,835 | | | 25,754 | | | 25,512 | | | 0.4 | % |
| The Better Being Co., LLC (fka Nutraceutical International Corporation)(13)(27) | | First lien senior secured loan | | S + | 7.50% (4.00% PIK) | | 9/2026 | | 191,549 | | | 190,002 | | | 167,604 | | | 2.8 | % |
| The Better Being Co., LLC (fka Nutraceutical International Corporation)(13)(27) | | First lien senior secured revolving loan | | S + | 7.50% (4.00% PIK) | | 9/2026 | | 14,037 | | | 13,956 | | | 12,283 | | | 0.2 | % |
| Ole Smoky Distillery, LLC(13)(27) | | First lien senior secured loan | | S + | 5.50% | | 3/2028 | | 870 | | | 857 | | | 857 | | | — | % |
| Ole Smoky Distillery, LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.50% | | 3/2028 | | — | | | (2) | | | (2) | | | — | % |
| Recipe Acquisition Corp. (dba Roland Corporation)(14) | | Second lien senior secured loan | | S + | 9.00% | | 11/2024 | | 32,000 | | | 31,991 | | | 31,920 | | | 0.5 | % |
| Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(14)(27) | | First lien senior secured loan | | S + | 4.50% | | 7/2025 | | 43,182 | | | 42,925 | | | 41,023 | | | 0.7 | % |
| Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 4.50% | | 7/2025 | | 7,200 | | | 7,200 | | | 6,750 | | | 0.1 | % |
| Shearer's Foods, LLC(13)(27) | | Second lien senior secured loan | | S + | 7.75% | | 9/2028 | | 86,400 | | | 85,807 | | | 86,400 | | | 1.4 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Tall Tree Foods, Inc.(11)(14) | | First lien senior secured loan | | S + | 9.25% PIK | | 12/2023 | | 65,400 | | | 59,541 | | | 55,917 | | | 0.9 | % |
| Tall Tree Foods, Inc.(10)(11)(14) | | First lien senior secured delayed draw term loan | | S + | 9.25% PIK | | 12/2023 | | 4,786 | | | 3,017 | | | 4,092 | | | 0.1 | % |
| Ultimate Baked Goods Midco, LLC(13)(27) | | First lien senior secured loan | | S + | 6.25% | | 8/2027 | | 80,618 | | | 79,244 | | | 80,618 | | | 1.3 | % |
| Ultimate Baked Goods Midco, LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 8/2027 | | — | | | (160) | | | — | | | — | % |
| | | | | | | | | | | 874,314 | | | 817,851 | | | 13.5 | % |
| Healthcare equipment and services | | | | | | | | | | | | | | | |
| Bamboo US BidCo LLC(14)(27) | | First lien senior secured loan | | S + | 6.00% | | 9/2030 | | 4,923 | | | 4,775 | | | 4,775 | | | 0.1 | % |
| Bamboo US BidCo LLC(17)(27) | | First lien senior secured EUR term loan | | E + | 6.00% | | 9/2030 | | € 3,063 | | 3,146 | | | 3,146 | | | 0.1 | % |
| Bamboo US BidCo LLC(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.00% | | 3/2025 | | — | | | (12) | | | (12) | | | — | % |
| Bamboo US BidCo LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 10/2029 | | — | | | (31) | | | (31) | | | — | % |
| Confluent Medical Technologies, Inc.(14)(27) | | Second lien senior secured loan | | S + | 6.50% | | 2/2030 | | 1,000 | | | 984 | | | 980 | | | — | % |
| CSC MKG Topco LLC (dba Medical Knowledge Group)(13)(27) | | First lien senior secured loan | | S + | 5.75% | | 2/2029 | | 1,265 | | | 1,244 | | | 1,249 | | | — | % |
| Medline Borrower, LP(10)(23)(27) | | First lien senior secured revolving loan | | S + | 3.25% | | 10/2026 | | — | | | (99) | | | (126) | | | — | % |
| Nelipak Holding Company(14)(27) | | First lien senior secured loan | | S + | 4.25% | | 7/2026 | | 2,268 | | | 2,248 | | | 2,268 | | | — | % |
| Nelipak Holding Company(14)(27) | | Second lien USD senior secured loan | | S + | 8.25% | | 7/2027 | | 67,006 | | | 66,434 | | | 67,006 | | | 1.1 | % |
| Nelipak Holding Company(10)(23)(27) | | First lien senior secured USD revolving loan | | S + | 4.25% | | 7/2024 | | — | | | (22) | | | — | | | — | % |
| Nelipak Holding Company(10)(17)(27) | | First lien senior secured EUR revolving loan | | E + | 4.50% | | 7/2024 | | € 938 | | 851 | | | 993 | | | — | % |
| Nelipak Holding Company(18)(27) | | Second lien EUR senior secured loan | | E + | 8.50% | | 7/2027 | | € 60,100 | | 66,689 | | | 63,472 | | | 1.1 | % |
| Packaging Coordinators Midco, Inc.(14)(27) | | Second lien senior secured loan | | S + | 7.00% | | 12/2029 | | 196,044 | | | 193,053 | | | 191,633 | | | 3.2 | % |
| Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (14)(27)(29) | | First lien senior secured loan | | S + | 6.75% | | 1/2028 | | 134,340 | | | 132,829 | | | 132,996 | | | 2.2 | % |
| Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (10)(23)(27)(29) | | First lien senior secured revolving loan | | S + | 6.75% | | 1/2026 | | — | | | (131) | | | (135) | | | — | % |
| PerkinElmer U.S. LLC(14)(27) | | First lien senior secured loan | | S + | 6.75% | | 3/2029 | | 911 | | | 895 | | | 900 | | | — | % |
| Rhea Parent, Inc.(14)(27) | | First lien senior secured loan | | S + | 5.50% | | 2/2029 | | 764 | | | 752 | | | 760 | | | — | % |
| | | | | | | | | | | 473,605 | | | 469,874 | | | 7.8 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Healthcare providers and services | | | | | | | | | | | | | | | |
| Covetrus, Inc.(14)(27) | | Second lien senior secured loan | | S + | 9.25% | | 10/2030 | | 5,000 | | | 4,905 | | | 4,975 | | | 0.1 | % |
| Diagnostic Services Holdings, Inc. (dba Rayus Radiology)(13)(27) | | First lien senior secured loan | | S + | 5.50% | | 3/2025 | | 996 | | | 996 | | | 991 | | | — | % |
| Engage Debtco Limited(14)(27)(29) | | First lien senior secured loan | | S + | 5.90% PIK | | 7/2029 | | 1,000 | | | 979 | | | 983 | | | — | % |
| National Dentex Labs LLC (fka Barracuda Dental LLC)(14)(27) | | First lien senior secured loan | | S + | 8.00% (3.00% PIK) | | 4/2026 | | 107,652 | | | 106,875 | | | 105,231 | | | 1.8 | % |
| National Dentex Labs LLC (fka Barracuda Dental LLC)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 7.00% | | 4/2026 | | 5,385 | | | 5,283 | | | 5,175 | | | 0.1 | % |
| Natural Partners, LLC(14)(27)(29) | | First lien senior secured loan | | S + | 6.00% | | 11/2027 | | 917 | | | 903 | | | 910 | | | — | % |
| Natural Partners, LLC(10)(23)(27)(29) | | First lien senior secured revolving loan | | S + | 6.00% | | 11/2027 | | — | | | (1) | | | (1) | | | — | % |
| OB Hospitalist Group, Inc.(14)(27) | | First lien senior secured loan | | S + | 5.50% | | 9/2027 | | 94,069 | | | 92,718 | | | 92,423 | | | 1.5 | % |
| OB Hospitalist Group, Inc.(10)(14)(27) | | First lien senior secured revolving loan | | S + | 5.50% | | 9/2027 | | 6,867 | | | 6,666 | | | 6,602 | | | 0.1 | % |
| Ex Vivo Parent Inc. (dba OB Hospitalist)(14)(27) | | First lien senior secured loan | | S + | 9.75% PIK | | 9/2028 | | 64,433 | | | 63,517 | | | 62,822 | | | 1.0 | % |
| Pacific BidCo Inc.(14)(27)(29) | | First lien senior secured loan | | S + | 5.75% | | 8/2029 | | 31,191 | | | 30,512 | | | 30,801 | | | 0.5 | % |
| Pacific BidCo Inc.(10)(23)(24)(27)(29) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 8/2025 | | — | | | (36) | | | — | | | — | % |
| Phoenix Newco, Inc. (dba Parexel)(13)(27) | | Second lien senior secured loan | | S + | 6.50% | | 11/2029 | | 190,000 | | | 188,432 | | | 188,575 | | | 3.1 | % |
| Plasma Buyer LLC (dba PathGroup)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 5/2029 | | 674 | | | 662 | | | 660 | | | — | % |
| Plasma Buyer LLC (dba PathGroup)(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 5/2024 | | — | | | (1) | | | (2) | | | — | % |
| Plasma Buyer LLC (dba PathGroup)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 5/2028 | | 15 | | | 14 | | | 14 | | | — | % |
| PPV Intermediate Holdings, LLC(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 8/2029 | | 933 | | | 916 | | | 924 | | | — | % |
| PPV Intermediate Holdings, LLC(10)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.00% | | 9/2025 | | — | | | — | | | — | | | — | % |
| PPV Intermediate Holdings, LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 8/2029 | | — | | | (1) | | | (1) | | | — | % |
| Premier Imaging, LLC (dba LucidHealth)(14)(27) | | First lien senior secured loan | | S + | 6.00% | | 1/2025 | | 42,712 | | | 42,500 | | | 42,391 | | | 0.7 | % |
| Quva Pharma, Inc.(13)(27) | | First lien senior secured loan | | S + | 5.50% | | 4/2028 | | 39,200 | | | 38,366 | | | 38,808 | | | 0.6 | % |
| Quva Pharma, Inc.(10)(13)(27) | | First lien senior secured revolving loan | | S + | 5.50% | | 4/2026 | | 880 | | | 819 | | | 840 | | | — | % |
| Tivity Health, Inc.(14)(27) | | First lien senior secured loan | | S + | 6.00% | | 6/2029 | | 990 | | | 969 | | | 983 | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Unified Women's Healthcare, LP(13)(27) | | First lien senior secured loan | | S + | 5.25% | | 6/2029 | | 904 | | | 898 | | | 904 | | | — | % |
| Unified Women's Healthcare, LP(10)(13)(27) | | First lien senior secured revolving loan | | S + | 5.25% | | 6/2029 | | 20 | | | 20 | | | 20 | | | — | % |
| Vermont Aus Pty Ltd(14)(27)(29) | | First lien senior secured loan | | S + | 5.50% | | 3/2028 | | 985 | | | 966 | | | 973 | | | — | % |
| | | | | | | | | | | 587,877 | | | 586,001 | | | 9.5 | % |
| Healthcare technology | | | | | | | | | | | | | | | |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 8/2028 | | 112,056 | | | 110,702 | | | 110,655 | | | 1.8 | % |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(13)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 8/2028 | | 5,813 | | | 5,549 | | | 5,712 | | | 0.1 | % |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(13)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 8/2026 | | 1,844 | | | 1,726 | | | 1,696 | | | — | % |
| GI Ranger Intermediate, LLC (dba Rectangle Health)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 10/2028 | | 4,551 | | | 4,480 | | | 4,482 | | | 0.1 | % |
| GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 10/2027 | | 147 | | | 142 | | | 142 | | | — | % |
| Imprivata, Inc.(13)(27) | | Second lien senior secured loan | | S + | 6.25% | | 12/2028 | | 882 | | | 874 | | | 882 | | | — | % |
| Ocala Bidco, Inc.(14)(27) | | First lien senior secured loan | | S + | 6.25% (2.75% PIK) | | 11/2028 | | 186,574 | | | 183,102 | | | 183,776 | | | 3.1 | % |
| Ocala Bidco, Inc.(10)(14)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 5/2024 | | — | | | (175) | | | (47) | | | — | % |
| Ocala Bidco, Inc.(14)(27) | | Second lien senior secured loan | | S + | 10.50% PIK | | 11/2033 | | 107,468 | | | 105,895 | | | 106,393 | | | 1.8 | % |
| Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(14)(27)(29) | | First lien senior secured loan | | S + | 6.50% | | 8/2026 | | 116,900 | | | 116,081 | | | 114,855 | | | 1.9 | % |
| Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(10)(14)(27)(29) | | First lien senior secured revolving loan | | S + | 6.50% | | 8/2026 | | 5,671 | | | 5,599 | | | 5,529 | | | 0.1 | % |
| Interoperability Bidco, Inc. (dba Lyniate)(14)(27) | | First lien senior secured loan | | S + | 7.00% | | 12/2026 | | 65,952 | | | 65,649 | | | 65,293 | | | 1.1 | % |
| Interoperability Bidco, Inc. (dba Lyniate)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 7.00% | | 12/2024 | | 1,580 | | | 1,548 | | | 1,527 | | | — | % |
| | | | | | | | | | | 601,172 | | | 600,895 | | | 10.0 | % |
| Household products | | | | | | | | | | | | | | | |
| Aptive Environmental, LLC(27)(32) | | First lien senior secured loan | | | 12.00% (6.00% PIK) | | 1/2026 | | 12,792 | | | 11,238 | | | 13,112 | | | 0.2 | % |
| HGH Purchaser, Inc. (dba Horizon Services)(14)(27) | | First lien senior secured loan | | S + | 6.50% | | 11/2025 | | 188,176 | | | 186,993 | | | 188,176 | | | 3.1 | % |
| HGH Purchaser, Inc. (dba Horizon Services)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 11/2025 | | 16,383 | | | 16,293 | | | 16,383 | | | 0.3 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Mario Purchaser, LLC (dba Len the Plumber)(13)(27) | | First lien senior secured loan | | S + | 5.75% | | 4/2029 | | 12,944 | | | 12,725 | | | 12,879 | | | 0.2 | % |
| Mario Purchaser, LLC (dba Len the Plumber)(10)(13)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 4/2024 | | 3,150 | | | 3,068 | | | 3,135 | | | 0.1 | % |
| Mario Purchaser, LLC (dba Len the Plumber)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 4/2028 | | — | | | (21) | | | (7) | | | — | % |
| Mario Midco Holdings, Inc. (dba Len the Plumber)(13)(27) | | Unsecured facility | | S + | 10.75% PIK | | 4/2032 | | 4,596 | | | 4,492 | | | 4,561 | | | 0.1 | % |
| SimpliSafe Holding Corporation(13)(27) | | First lien senior secured loan | | S + | 6.25% | | 5/2028 | | 6,096 | | | 5,996 | | | 6,050 | | | 0.1 | % |
| SimpliSafe Holding Corporation(10)(13)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.25% | | 5/2024 | | 205 | | | 197 | | | 204 | | | — | % |
| | | | | | | | | | | 240,981 | | | 244,493 | | | 4.1 | % |
| Human resource support services | | | | | | | | | | | | | | | |
| Cornerstone OnDemand, Inc.(13)(27) | | Second lien senior secured loan | | S + | 6.50% | | 10/2029 | | 115,833 | | | 114,415 | | | 105,119 | | | 1.8 | % |
| IG Investments Holdings, LLC (dba Insight Global)(14)(27) | | First lien senior secured loan | | S + | 6.00% | | 9/2028 | | 50,005 | | | 49,238 | | | 49,630 | | | 0.8 | % |
| IG Investments Holdings, LLC (dba Insight Global)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 9/2027 | | — | | | (53) | | | (30) | | | — | % |
| | | | | | | | | | | 163,600 | | | 154,719 | | | 2.6 | % |
| Infrastructure and environmental services | | | | | | | | | | | | | | | |
| GI Apple Midco LLC (dba Atlas Technical Consultants)(13)(27) | | First lien senior secured loan | | S + | 6.75% | | 4/2030 | | 728 | | | 714 | | | 717 | | | — | % |
| GI Apple Midco LLC (dba Atlas Technical Consultants)(10)(13)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.75% | | 4/2025 | | 17 | | | 16 | | | 17 | | | — | % |
| GI Apple Midco LLC (dba Atlas Technical Consultants)(10)(13)(27) | | First lien senior secured revolving loan | | S + | 6.75% | | 4/2029 | | 68 | | | 66 | | | 67 | | | — | % |
| LineStar Integrity Services LLC(15)(27) | | First lien senior secured loan | | S + | 7.25% | | 2/2026 | | 51,935 | | | 52,088 | | | 49,598 | | | 0.8 | % |
| LineStar Integrity Services LLC(14)(27) | | First lien senior secured revolving loan | | S + | 7.25% | | 2/2026 | | 9,903 | | | 9,716 | | | 9,457 | | | 0.2 | % |
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 3/2028 | | 849 | | | 835 | | | 838 | | | — | % |
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 3/2028 | | 23 | | | 21 | | | 21 | | | — | % |
| | | | | | | | | | | 63,456 | | | 60,715 | | | 1.0 | % |
| Insurance | | | | | | | | | | | | | | | |
| Abacus Life, Inc.(14)(27) | | First lien senior secured loan | | S + | 7.25% | | 7/2028 | | 8,000 | | | 7,846 | | | 7,840 | | | 0.1 | % |
| Abacus Life, Inc.(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 7.25% | | 1/2024 | | — | | | (152) | | | (160) | | | — | % |
| Alera Group, Inc.(13)(27) | | First lien senior secured loan | | S + | 6.00% | | 10/2028 | | 34,549 | | | 33,960 | | | 34,549 | | | 0.6 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| AmeriLife Holdings LLC(13)(27) | | First lien senior secured loan | | S + | 5.75% | | 8/2029 | | 722 | | | 709 | | | 718 | | | — | % |
| AmeriLife Holdings LLC(10)(15)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 9/2024 | | 120 | | | 118 | | | 120 | | | — | % |
| AmeriLife Holdings LLC(10)(15)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 8/2028 | | 15 | | | 14 | | | 15 | | | — | % |
| Ardonagh Midco 3 PLC(15)(27)(29) | | First lien senior secured USD term loan | | S + | 5.75% | | 7/2026 | | 26,784 | | | 26,456 | | | 26,784 | | | 0.4 | % |
| Ardonagh Midco 3 PLC(19)(27)(29) | | First lien senior secured EUR term loan | | E + | 7.00% | | 7/2026 | | € 9,135 | | 10,090 | | | 9,671 | | | 0.2 | % |
| Ardonagh Midco 3 PLC(20)(27)(29) | | First lien senior secured GBP term loan | | SA + | 7.00% | | 7/2026 | | £86,659 | | 107,564 | | | 105,771 | | | 1.8 | % |
| Ardonagh Midco 3 PLC(19)(27)(29) | | First lien senior secured EUR delayed draw term loan | | E + | 5.75% | | 7/2026 | | € 8,149 | | 11,031 | | | 9,947 | | | 0.2 | % |
| Ardonagh Midco 2 PLC(6)(27)(29)(32) | | Unsecured notes | | | 11.50% | | 1/2027 | | 11,912 | | | 11,857 | | | 11,637 | | | 0.2 | % |
| Brightway Holdings, LLC(14)(27) | | First lien senior secured loan | | S + | 6.50% | | 12/2027 | | 26,439 | | | 26,190 | | | 25,911 | | | 0.4 | % |
| Brightway Holdings, LLC(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 12/2027 | | 1,579 | | | 1,551 | | | 1,516 | | | — | % |
| Evolution BuyerCo, Inc. (dba SIAA)(14)(27) | | First lien senior secured loan | | S + | 6.25% | | 4/2028 | | 140,639 | | | 139,203 | | | 139,584 | | | 2.3 | % |
| Evolution BuyerCo, Inc. (dba SIAA)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 4/2027 | | — | | | (91) | | | (80) | | | — | % |
| Integrity Marketing Acquisition, LLC(14)(27) | | First lien senior secured loan | | S + | 5.83% | | 8/2025 | | 157,891 | | | 157,460 | | | 157,891 | | | 2.6 | % |
| Integrity Marketing Acquisition, LLC(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.00% | | 2/2025 | | — | | | (284) | | | — | | | — | % |
| Integrity Marketing Acquisition, LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 8/2026 | | — | | | (62) | | | — | | | — | % |
| Norvax, LLC (dba GoHealth)(13)(27) | | First lien senior secured loan | | S + | 7.50% | | 9/2025 | | 74,319 | | | 73,089 | | | 73,390 | | | 1.2 | % |
| Norvax, LLC (dba GoHealth)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 9/2024 | | — | | | (35) | | | (153) | | | — | % |
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(13)(27) | | First lien senior secured loan | | S + | 6.00% | | 11/2028 | | 133,885 | | | 132,845 | | | 130,537 | | | 2.2 | % |
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 11/2027 | | — | | | (42) | | | (154) | | | — | % |
| PCF Midco II, LLC (dba PCF Insurance Services)(27)(32) | | First lien senior secured loan | | | 9.00% PIK | | 10/2031 | | 141,020 | | | 131,117 | | | 130,796 | | | 2.2 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Summit Acquisition Inc. (dba K2 Insurance Services)(14)(27) | | First lien senior secured loan | | S + | 6.75% | | 5/2030 | | 733 | | | 712 | | | 715 | | | — | % |
| Summit Acquisition Inc. (dba K2 Insurance Services)(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.75% | | 11/2024 | | — | | | (3) | | | (2) | | | — | % |
| Summit Acquisition Inc. (dba K2 Insurance Services)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.75% | | 5/2029 | | — | | | (2) | | | (2) | | | — | % |
| Tempo Buyer Corp. (dba Global Claims Services)(14)(27) | | First lien senior secured loan | | S + | 5.50% | | 8/2028 | | 1,070 | | | 1,053 | | | 1,056 | | | — | % |
| Tempo Buyer Corp. (dba Global Claims Services)(10)(23)(27) | | First lien senior secured delayed draw term loan | | S + | 5.50% | | 8/2028 | | — | | | (2) | | | (1) | | | — | % |
| Tempo Buyer Corp. (dba Global Claims Services)(10)(16)(27) | | First lien senior secured revolving loan | | P + | 5.00% | | 8/2027 | | 58 | | | 56 | | | 57 | | | — | % |
| THG Acquisition, LLC (dba Hilb)(13)(27) | | First lien senior secured loan | | S + | 5.75% | | 12/2026 | | 74,167 | | | 73,218 | | | 73,611 | | | 1.2 | % |
| THG Acquisition, LLC (dba Hilb)(10)(13)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 12/2025 | | 1,913 | | | 1,829 | | | 1,848 | | | — | % |
| USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 7/2027 | | 38,403 | | | 37,871 | | | 38,115 | | | 0.6 | % |
| USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 7/2027 | | — | | | (54) | | | (32) | | | — | % |
| KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(13)(27) | | First lien senior secured loan | | S + | 10.50% PIK | | 7/2030 | | 34,510 | | | 34,119 | | | 34,423 | | | 0.6 | % |
| | | | | | | | | | | 1,019,231 | | | 1,015,918 | | | 16.8 | % |
| Internet software and services | | | | | | | | | | | | | | | |
| 3ES Innovation Inc. (dba Aucerna)(13)(27)(29) | | First lien senior secured loan | | S + | 6.50% | | 5/2025 | | 60,167 | | | 59,891 | | | 60,167 | | | 1.0 | % |
| 3ES Innovation Inc. (dba Aucerna)(10)(13)(27)(29) | | First lien senior secured revolving loan | | S + | 6.50% | | 5/2025 | | 1,700 | | | 1,687 | | | 1,700 | | | — | % |
| Anaplan, Inc.(13)(27) | | First lien senior secured loan | | S + | 6.50% | | 6/2029 | | 135,082 | | | 133,914 | | | 135,082 | | | 2.3 | % |
| Anaplan, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 6/2028 | | — | | | (77) | | | — | | | — | % |
| Armstrong Bidco Limited (dba The Access Group)(20)(27)(29) | | First lien senior secured loan | | SA + | 5.00% | | 6/2029 | | £2,960 | | 3,562 | | | 3,585 | | | 0.1 | % |
| Bayshore Intermediate #2, L.P. (dba Boomi)(14)(27) | | First lien senior secured loan | | S + | 7.50% PIK | | 10/2028 | | 102,258 | | | 100,796 | | | 100,980 | | | 1.7 | % |
| Bayshore Intermediate #2, L.P. (dba Boomi)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 10/2027 | | 1,384 | | | 1,280 | | | 1,297 | | | — | % |
| BCPE Nucleon (DE) SPV, LP(15)(27)(29) | | First lien senior secured loan | | S + | 7.00% | | 9/2026 | | 189,778 | | | 188,119 | | | 189,778 | | | 3.2 | % |
| BCTO BSI Buyer, Inc. (dba Buildertrend)(14)(27) | | First lien senior secured loan | | S + | 7.00% | | 12/2026 | | 55,101 | | | 54,746 | | | 55,101 | | | 0.9 | % |
| BCTO BSI Buyer, Inc. (dba Buildertrend)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 7.00% | | 12/2026 | | — | | | (69) | | | — | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(14)(27) | | First lien senior secured loan | | S + | 5.50% | | 8/2027 | | 12,827 | | | 12,606 | | | 12,153 | | | 0.2 | % |
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.)(10)(13)(27) | | First lien senior secured revolving loan | | S + | 5.50% | | 8/2027 | | 273 | | | 260 | | | 232 | | | — | % |
| Centrify Corporation(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 3/2028 | | 65,725 | | | 64,574 | | | 65,395 | | | 1.1 | % |
| Centrify Corporation(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 3/2027 | | — | | | (114) | | | (34) | | | — | % |
| CivicPlus, LLC(14)(27) | | First lien senior secured loan | | S + | 6.50% (2.50% PIK) | | 8/2027 | | 35,357 | | | 35,100 | | | 35,357 | | | 0.6 | % |
| CivicPlus, LLC(10)(13)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 8/2027 | | 216 | | | 197 | | | 216 | | | — | % |
| CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(15)(27) | | Unsecured notes | | S + | 11.75% PIK | | 6/2034 | | 19,587 | | | 19,136 | | | 19,538 | | | 0.3 | % |
| Coupa Holdings, LLC(13)(27) | | First lien senior secured loan | | S + | 7.50% | | 2/2030 | | 785 | | | 767 | | | 770 | | | — | % |
| Coupa Holdings, LLC(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 7.50% | | 8/2024 | | — | | | (1) | | | (1) | | | — | % |
| Coupa Holdings, LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 7.50% | | 2/2029 | | — | | | (1) | | | (1) | | | — | % |
| Delta TopCo, Inc. (dba Infoblox, Inc.)(15)(27) | | Second lien senior secured loan | | S + | 7.25% | | 12/2028 | | 15,000 | | | 14,947 | | | 14,813 | | | 0.2 | % |
| EET Buyer, Inc. (dba e-Emphasys)(14)(27) | | First lien senior secured loan | | S + | 6.50% | | 11/2027 | | 4,477 | | | 4,445 | | | 4,477 | | | 0.1 | % |
| EET Buyer, Inc. (dba e-Emphasys)(10)(15)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 11/2027 | | 91 | | | 88 | | | 91 | | | — | % |
| Forescout Technologies, Inc.(14)(27) | | First lien senior secured loan | | S + | 9.00% PIK | | 8/2026 | | 70,255 | | | 69,870 | | | 70,607 | | | 1.2 | % |
| Forescout Technologies, Inc.(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 9.00% | | 7/2024 | | — | | | (170) | | | — | | | — | % |
| Forescout Technologies, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 8.50% | | 8/2026 | | — | | | (35) | | | — | | | — | % |
| Genesis Acquisition Co. (dba Procare Software)(14)(27) | | First lien senior secured loan | | S + | 5.00% | | 7/2025 | | 17,802 | | | 17,746 | | | 17,802 | | | 0.3 | % |
| Genesis Acquisition Co. (dba Procare Software)(14)(27) | | First lien senior secured revolving loan | | S + | 5.00% | | 7/2025 | | 2,637 | | | 2,630 | | | 2,637 | | | — | % |
| Granicus, Inc.(13)(27) | | First lien senior secured loan | | S + | 5.50% | | 1/2027 | | 15,942 | | | 15,713 | | | 15,703 | | | 0.3 | % |
| Granicus, Inc.(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 1/2027 | | 546 | | | 530 | | | 528 | | | — | % |
| H&F Opportunities LUX III S.À R.L (dba Checkmarx)(13)(27)(29) | | First lien senior secured loan | | S + | 7.50% | | 4/2026 | | 51,567 | | | 50,808 | | | 51,567 | | | 0.9 | % |
| H&F Opportunities LUX III S.À R.L (dba Checkmarx)(10)(23)(27)(29) | | First lien senior secured revolving loan | | S + | 7.50% | | 4/2026 | | — | | | (206) | | | — | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Hyland Software, Inc.(13)(27) | | First lien senior secured loan | | S + | 6.00% | | 9/2030 | | 53,168 | | | 52,373 | | | 52,371 | | | 0.9 | % |
| Hyland Software, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 9/2029 | | — | | | (38) | | | (38) | | | — | % |
| Litera Bidco LLC(13)(27) | | First lien senior secured loan | | S + | 5.67% | | 5/2026 | | 147,538 | | | 146,503 | | | 147,538 | | | 2.5 | % |
| Litera Bidco LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.25% | | 5/2026 | | — | | | (21) | | | — | | | — | % |
| MessageBird BidCo B.V.(13)(27)(29) | | First lien senior secured loan | | S + | 6.75% | | 5/2027 | | 44,917 | | | 44,258 | | | 44,580 | | | 0.7 | % |
| MINDBODY, Inc.(14)(27) | | First lien senior secured loan | | S + | 7.00% | | 2/2025 | | 65,229 | | | 65,027 | | | 64,902 | | | 1.1 | % |
| MINDBODY, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 7.00% | | 2/2025 | | — | | | (14) | | | (30) | | | — | % |
| Ministry Brands Holdings, LLC(13)(27) | | First lien senior secured loan | | S + | 5.50% | | 12/2028 | | 696 | | | 684 | | | 683 | | | — | % |
| Ministry Brands Holdings, LLC(10)(14)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.50% | | 12/2023 | | 36 | | | 34 | | | 34 | | | — | % |
| Ministry Brands Holdings, LLC(10)(13)(27) | | First lien senior secured revolving loan | | S + | 5.50% | | 12/2027 | | 31 | | | 30 | | | 29 | | | — | % |
| Proofpoint, Inc.(6)(13)(27) | | Second lien senior secured loan | | S + | 6.25% | | 8/2029 | | 19,600 | | | 19,521 | | | 19,618 | | | 0.3 | % |
| QAD, Inc.(13)(27) | | First lien senior secured loan | | S + | 5.38% | | 11/2027 | | 26,173 | | | 25,788 | | | 25,715 | | | 0.4 | % |
| QAD, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.38% | | 11/2027 | | — | | | (47) | | | (60) | | | — | % |
| SailPoint Technologies Holdings, Inc.(13)(27) | | First lien senior secured loan | | S + | 6.25% | | 8/2029 | | 45,640 | | | 44,788 | | | 45,298 | | | 0.8 | % |
| SailPoint Technologies Holdings, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 8/2028 | | — | | | (71) | | | (33) | | | — | % |
| Securonix, Inc.(14)(27) | | First lien senior secured loan | | S + | 6.50% | | 4/2028 | | 847 | | | 841 | | | 803 | | | — | % |
| Securonix, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 4/2028 | | — | | | (1) | | | (8) | | | — | % |
| Tahoe Finco, LLC(13)(27)(29) | | First lien senior secured loan | | S + | 6.00% | | 9/2028 | | 123,256 | | | 122,306 | | | 122,331 | | | 2.0 | % |
| Tahoe Finco, LLC(10)(23)(27)(29) | | First lien senior secured revolving loan | | S + | 6.00% | | 10/2027 | | — | | | (62) | | | (69) | | | — | % |
| Thunder Purchaser, Inc. (dba Vector Solutions)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 6/2028 | | 68,819 | | | 68,321 | | | 68,475 | | | 1.1 | % |
| Thunder Purchaser, Inc. (dba Vector Solutions)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 6/2027 | | 3,235 | | | 3,211 | | | 3,216 | | | 0.1 | % |
| When I Work, Inc.(14)(27) | | First lien senior secured loan | | S + | 7.00% PIK | | 11/2027 | | 5,481 | | | 5,445 | | | 5,385 | | | 0.1 | % |
| When I Work, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 11/2027 | | — | | | (6) | | | (16) | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Zendesk, Inc.(14)(27) | | First lien senior secured loan | | S + | 6.75% (3.25% PIK) | | 11/2028 | | 70,631 | | | 69,399 | | | 69,571 | | | 1.2 | % |
| Zendesk, Inc.(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.50% | | 11/2024 | | — | | | (551) | | | (87) | | | — | % |
| Zendesk, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 11/2028 | | — | | | (122) | | | (107) | | | — | % |
| | | | | | | | | | | 1,520,335 | | | 1,529,641 | | | 25.6 | % |
| Leisure and entertainment | | | | | | | | | | | | | | | |
| Troon Golf, L.L.C.(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 8/2027 | | 238,311 | | | 237,481 | | | 237,120 | | | 4.0 | % |
| Troon Golf, L.L.C.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 8/2026 | | — | | | (62) | | | (108) | | | — | % |
| | | | | | | | | | | 237,419 | | | 237,012 | | | 4.0 | % |
| Manufacturing | | | | | | | | | | | | | | | |
| BCPE Watson (DE) ORML, LP(9)(15)(27)(29) | | First lien senior secured loan | | S + | 6.50% | | 7/2028 | | 15,000 | | | 14,874 | | | 14,925 | | | 0.2 | % |
| Gloves Buyer, Inc. (dba Protective Industrial Products)(13)(27) | | Second lien senior secured loan | | S + | 8.25% | | 12/2028 | | 29,250 | | | 28,706 | | | 28,884 | | | 0.5 | % |
| Helix Acquisition Holdings, Inc. (dba MW Industries)(14)(27) | | First lien senior secured loan | | S + | 7.00% | | 3/2030 | | 1,000 | | | 971 | | | 973 | | | — | % |
| Ideal Tridon Holdings, Inc.(15)(27) | | First lien senior secured loan | | S + | 6.75% | | 4/2028 | | 27,302 | | | 26,543 | | | 26,619 | | | 0.4 | % |
| Ideal Tridon Holdings, Inc.(10)(13)(27) | | First lien senior secured revolving loan | | S + | 6.75% | | 4/2028 | | 732 | | | 662 | | | 668 | | | — | % |
| MHE Intermediate Holdings, LLC (dba OnPoint Group)(14)(27) | | First lien senior secured loan | | S + | 6.00% | | 7/2027 | | 180,395 | | | 179,148 | | | 180,395 | | | 3.0 | % |
| MHE Intermediate Holdings, LLC (dba OnPoint Group)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 7/2027 | | 8,389 | | | 8,291 | | | 8,389 | | | 0.1 | % |
| PHM Netherlands Midco B.V. (dba Loparex)(14)(27) | | First lien senior secured loan | | S + | 4.50% | | 7/2026 | | 772 | | | 741 | | | 729 | | | — | % |
| PHM Netherlands Midco B.V. (dba Loparex)(14)(27) | | Second lien senior secured loan | | S + | 8.75% | | 7/2027 | | 112,000 | | | 107,363 | | | 107,240 | | | 1.8 | % |
| Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)(13)(27) | | First lien senior secured loan | | S + | 4.50% | | 6/2026 | | 13,673 | | | 13,614 | | | 13,366 | | | 0.2 | % |
| Sonny's Enterprises, LLC(14)(27) | | First lien senior secured loan | | S + | 6.75% | | 8/2028 | | 228,158 | | | 225,824 | | | 226,446 | | | 3.8 | % |
| Sonny's Enterprises, LLC(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.75% | | 11/2024 | | — | | | (14) | | | (8) | | | — | % |
| Sonny's Enterprises, LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.75% | | 8/2027 | | — | | | (146) | | | (135) | | | — | % |
| | | | | | | | | | | 606,577 | | | 608,491 | | | 10.0 | % |
| Oil and gas | | | | | | | | | | | | | | | |
| Project Power Buyer, LLC (dba PEC-Veriforce)(14)(27) | | First lien senior secured loan | | S + | 7.00% | | 5/2026 | | 44,290 | | | 44,018 | | | 44,068 | | | 0.7 | % |
| Project Power Buyer, LLC (dba PEC-Veriforce)(10)(23)(27) | | First lien senior secured revolving loan | | S + | 7.00% | | 5/2025 | | — | | | (11) | | | (16) | | | — | % |
| | | | | | | | | | | 44,007 | | | 44,052 | | | 0.7 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Professional services | | | | | | | | | | | | | | | |
| AmSpec Group, Inc. (fka AmSpec Services Inc.)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 7/2024 | | 108,272 | | | 107,966 | | | 108,272 | | | 1.8 | % |
| AmSpec Group, Inc. (fka AmSpec Services Inc.)(10)(16)(27) | | First lien senior secured revolving loan | | P + | 3.75% | | 7/2024 | | 3,812 | | | 3,781 | | | 3,812 | | | 0.1 | % |
| Apex Group Treasury LLC(14)(27)(29) | | Second lien senior secured loan | | S + | 6.75% | | 7/2029 | | 44,147 | | | 43,552 | | | 43,706 | | | 0.7 | % |
| Apex Service Partners, LLC(14)(27) | | First lien senior secured loan | | S + | 5.50% | | 7/2025 | | 989 | | | 981 | | | 989 | | | — | % |
| Apex Service Partners, LLC(10)(14)(27) | | First lien senior secured revolving loan | | S + | 5.50% | | 7/2025 | | 31 | | | 31 | | | 31 | | | — | % |
| Apex Service Partners Intermediate 2, LLC(27)(32) | | First lien senior secured loan | | | 12.50% PIK | | 7/2027 | | 54,991 | | | 54,023 | | | 54,991 | | | 0.9 | % |
| Gerson Lehrman Group, Inc.(14)(27) | | First lien senior secured loan | | S + | 5.25% | | 12/2024 | | 120,672 | | | 120,398 | | | 120,672 | | | 2.0 | % |
| Gerson Lehrman Group, Inc.(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.25% | | 12/2024 | | — | | | (43) | | | — | | | — | % |
| Guidehouse Inc.(13)(27) | | First lien senior secured loan | | S + | 6.25% | | 10/2028 | | 4,568 | | | 4,532 | | | 4,545 | | | 0.1 | % |
| Relativity ODA LLC(13)(27) | | First lien senior secured loan | | S + | 6.50% | | 5/2027 | | 85,834 | | | 85,100 | | | 85,834 | | | 1.4 | % |
| Relativity ODA LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 5/2027 | | — | | | (66) | | | — | | | — | % |
| Sensor Technology Topco, Inc. (dba Humanetics)(14)(27) | | First lien senior secured loan | | S + | 7.00% (2.00% PIK) | | 5/2026 | | 64,033 | | | 63,608 | | | 63,873 | | | 1.1 | % |
| Sensor Technology Topco, Inc. (dba Humanetics)(18)(27) | | First lien senior secured EUR term loan | | E + | 7.25% (2.25% PIK) | | 5/2026 | | € 11,534 | | 12,447 | | | 12,182 | | | 0.2 | % |
| Sensor Technology Topco, Inc. (dba Humanetics)(10)(13)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 5/2026 | | 2,288 | | | 2,251 | | | 2,274 | | | — | % |
| | | | | | | | | | | 498,561 | | | 501,181 | | | 8.3 | % |
| Specialty retail | | | | | | | | | | | | | | | |
| Galls, LLC(14)(27) | | First lien senior secured loan | | S + | 6.75% (0.50% PIK) | | 1/2025 | | 112,151 | | | 111,742 | | | 112,151 | | | 1.9 | % |
| Galls, LLC(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.75% | | 1/2024 | | 8,399 | | | 8,293 | | | 8,399 | | | 0.1 | % |
| Ideal Image Development, LLC(14)(27) | | First lien senior secured loan | | S + | 6.50% | | 9/2027 | | 11,590 | | | 11,399 | | | 10,518 | | | 0.2 | % |
| Ideal Image Development, LLC(14)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 9/2027 | | 1,829 | | | 1,801 | | | 1,660 | | | — | % |
| Milan Laser Holdings LLC(13)(27) | | First lien senior secured loan | | S + | 5.00% | | 4/2027 | | 23,872 | | | 23,718 | | | 23,872 | | | 0.4 | % |
| Milan Laser Holdings LLC(10)(23)(27) | | First lien senior secured revolving loan | | S + | 5.00% | | 4/2026 | | — | | | (11) | | | — | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Notorious Topco, LLC (dba Beauty Industry Group)(14)(27) | | First lien senior secured loan | | S + | 6.75% | | 11/2027 | | 108,527 | | | 107,307 | | | 103,372 | | | 1.7 | % |
| Notorious Topco, LLC (dba Beauty Industry Group)(10)(14)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.75% | | 11/2023 | | 9,458 | | | 9,294 | | | 8,785 | | | 0.1 | % |
| Notorious Topco, LLC (dba Beauty Industry Group)(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.75% | | 5/2027 | | 638 | | | 543 | | | 184 | | | — | % |
| The Shade Store, LLC(14)(27) | | First lien senior secured loan | | S + | 6.00% | | 10/2027 | | 8,932 | | | 8,851 | | | 8,575 | | | 0.1 | % |
| The Shade Store, LLC(10)(14)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 10/2026 | | 400 | | | 393 | | | 364 | | | — | % |
| | | | | | | | | | | 283,330 | | | 277,880 | | | 4.5 | % |
| Transportation | | | | | | | | | | | | | | | |
| Lightbeam Bidco, Inc. (dba Lazer Spot)(15)(27) | | First lien senior secured loan | | S + | 6.25% | | 5/2030 | | 3,929 | | | 3,891 | | | 3,899 | | | 0.1 | % |
| Lightbeam Bidco, Inc. (dba Lazer Spot)(10)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.25% | | 11/2024 | | — | | | (3) | | | — | | | — | % |
| Lightbeam Bidco, Inc. (dba Lazer Spot)(10)(15)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 5/2029 | | 63 | | | 59 | | | 60 | | | — | % |
| Lytx, Inc.(13)(27) | | First lien senior secured loan | | S + | 6.75% | | 2/2028 | | 71,005 | | | 70,446 | | | 70,828 | | | 1.2 | % |
| Motus Group, LLC(13)(27) | | Second lien senior secured loan | | S + | 6.50% | | 12/2029 | | 10,810 | | | 10,720 | | | 10,675 | | | 0.2 | % |
| | | | | | | | | | | 85,113 | | | 85,462 | | | 1.5 | % |
| Total non-controlled/non-affiliated portfolio company debt investments | | | | | | | | | | | $ | 10,834,557 | | | $ | 10,699,689 | | | 177.8 | % |
| | | | | | | | | | | | | | | |
| Equity Investments | | | | | | | | | | | | | | | |
| Aerospace and defense | | | | | | | | | | | | | | | |
| Space Exploration Technologies Corp.(12)(27)(28) | | Class A Common Stock | | | N/A | | N/A | | 46,605 | | | 2,557 | | | 3,775 | | | 0.1 | % |
| Space Exploration Technologies Corp.(12)(27)(28) | | Class C Common Stock | | | N/A | | N/A | | 9,360 | | | 446 | | | 758 | | | — | % |
| | | | | | | | | | | 3,003 | | | 4,533 | | | 0.1 | % |
| Asset based lending and fund finance | | | | | | | | | | | | | | | |
| Amergin Asset Management, LLC(12)(27)(28)(29) | | Class A Units | | | N/A | | N/A | | 50,000,000 | | | 1 | | | — | | | — | % |
| | | | | | | | | | | 1 | | | — | | | — | % |
| Automotive | | | | | | | | | | | | | | | |
| CD&R Value Building Partners I, L.P. (dba Belron)(12)(27)(28)(29) | | LP Interest | | | N/A | | N/A | | 32,912 | | | 32,911 | | | 39,078 | | | 0.7 | % |
| Metis HoldCo, Inc. (dba Mavis Tire Express Services)(27)(28)(32) | | Series A Convertible Preferred Stock | | | 7.00% PIK | | N/A | | 176,926 | | | 173,104 | | | 176,926 | | | 2.9 | % |
| | | | | | | | | | | 206,015 | | | 216,004 | | | 3.6 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Buildings and real estate | | | | | | | | | | | | | | | |
| Associations Finance, Inc.(27)(28)(32) | | Preferred Stock | | | 13.50% PIK | | N/A | | 54,800,000 | | | 60,923 | | | 61,622 | | | 1.0 | % |
| Dodge Construction Network Holdings, L.P.(12)(27)(28) | | Class A-2 Common Units | | | N/A | | N/A | | 2,181,629 | | | 1,859 | | | 1,533 | | | — | % |
| Dodge Construction Network Holdings, L.P.(27)(28) | | Series A Preferred Units | | S + | 8.25% | | N/A | | — | | | 45 | | | 34 | | | — | % |
| | | | | | | | | | | 62,827 | | | 63,189 | | | 1.0 | % |
| Business services | | | | | | | | | | | | | | | |
| Denali Holding, LP (dba Summit Companies)(12)(27)(28) | | Class A Units | | | N/A | | N/A | | 337,460 | | | 3,431 | | | 5,020 | | | 0.1 | % |
| Hercules Buyer, LLC (dba The Vincit Group)(12)(27)(28)(31) | | Common Units | | | N/A | | N/A | | 2,190,000 | | | 2,192 | | | 2,452 | | | — | % |
| Knockout Intermediate Holdings I Inc. (dba Kaseya Inc.)(27)(28)(32) | | Perpetual Preferred Stock | | | 11.75% PIK | | N/A | | 15,727 | | | 15,421 | | | 15,688 | | | 0.3 | % |
| | | | | | | | | | | 21,044 | | | 23,160 | | | 0.4 | % |
| Consumer Products | | | | | | | | | | | | | | | |
| ASP Conair Holdings LP(12)(27)(28) | | Class A Units | | | N/A | | N/A | | 60,714 | | | 6,071 | | | 5,736 | | | 0.1 | % |
| | | | | | | | | | | 6,071 | | | 5,736 | | | 0.1 | % |
| Financial services | | | | | | | | | | | | | | | |
| Blend Labs, Inc.(5)(12)(27) | | Common stock | | | N/A | | N/A | | 72,317 | | | 1,000 | | | 99 | | | — | % |
| Blend Labs, Inc.(12)(27)(28) | | Warrants | | | N/A | | N/A | | 179,529 | | | 975 | | | 1 | | | — | % |
| | | | | | | | | | | 1,975 | | | 100 | | | — | % |
| Food and beverage | | | | | | | | | | | | | | | |
| H-Food Holdings, LLC(12)(27)(28) | | LLC interest | | | N/A | | N/A | | 1,088 | | | 10,874 | | | 6,271 | | | 0.1 | % |
| Hissho Sushi Holdings, LLC(12)(27)(28) | | Class A units | | | N/A | | N/A | | 7,502 | | | 75 | | | 97 | | | — | % |
| | | | | | | | | | | 10,949 | | | 6,368 | | | 0.1 | % |
| Healthcare equipment and services | | | | | | | | | | | | | | | |
| KPCI Holdings, L.P.(12)(27)(28) | | Class A Units | | | N/A | | N/A | | 32,285 | | | 32,284 | | | 35,113 | | | 0.6 | % |
| Maia Aggregator, LP(12)(27)(28) | | Class A-2 Units | | | N/A | | N/A | | 168,539 | | | 169 | | | 179 | | | — | % |
| Patriot Holdings SCSp (dba Corza Health, Inc.)(12)(27)(28)(29) | | Class B Units | | | N/A | | N/A | | 97,833 | | | 150 | | | 1,625 | | | — | % |
| Patriot Holdings SCSp (dba Corza Health, Inc.)(27)(28)(29)(32) | | Class A Units | | | 8.00% PIK | | N/A | | 7,104 | | | 9,416 | | | 9,416 | | | 0.2 | % |
| Rhea Acquisition Holdings, LP(12)(27)(28) | | Series A-2 Units | | | N/A | | N/A | | 119,048 | | | 119 | | | 161 | | | — | % |
| | | | | | | | | | | 42,138 | | | 46,494 | | | 0.8 | % |
| Healthcare providers and services | | | | | | | | | | | | | | | |
| KOBHG Holdings, L.P. (dba OB Hospitalist)(12)(27)(28) | | Class A Interests | | | N/A | | N/A | | 6,670 | | | 6,670 | | | 5,884 | | | 0.1 | % |
| | | | | | | | | | | 6,670 | | | 5,884 | | | 0.1 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Healthcare technology | | | | | | | | | | | | | | | |
| BEHP Co-Investor II, L.P.(12)(27)(28)(29) | | LP Interest | | | N/A | | N/A | | 1,269,969 | | | 1,266 | | | 1,325 | | | — | % |
| WP Irving Co-Invest, L.P.(12)(27)(28)(29) | | Partnership Units | | | N/A | | N/A | | 1,250,000 | | | 1,250 | | | 1,304 | | | — | % |
| Minerva Holdco, Inc.(27)(28)(32) | | Series A Preferred Stock | | | 10.75% PIK | | N/A | | 8,114 | | | 7,994 | | | 7,668 | | | 0.1 | % |
| | | | | | | | | | | 10,510 | | | 10,297 | | | 0.1 | % |
| Household products | | | | | | | | | | | | | | | |
| Evology, LLC(12)(27)(28) | | Class B Units | | | N/A | | N/A | | 451 | | | 2,160 | | | 2,065 | | | — | % |
| | | | | | | | | | | 2,160 | | | 2,065 | | | — | % |
| Human resource support services | | | | | | | | | | | | | | | |
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(27)(28)(32) | | Series A Preferred Stock | | | 10.50% PIK | | N/A | | 45,863 | | | 45,067 | | | 39,328 | | | 0.7 | % |
| | | | | | | | | | | 45,067 | | | 39,328 | | | 0.7 | % |
| Insurance | | | | | | | | | | | | | | | |
| Accelerate Topco Holdings, LLC(12)(27)(28) | | Common Units | | | N/A | | N/A | | 513 | | | 14 | | | 16 | | | — | % |
| Evolution Parent, LP (dba SIAA)(12)(27)(28) | | LP Interest | | | N/A | | N/A | | 42,838 | | | 4,284 | | | 4,793 | | | 0.1 | % |
| GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(12)(27)(28) | | LP Interest | | | N/A | | N/A | | 638 | | | 638 | | | 612 | | | — | % |
| GoHealth, Inc. (5)(12)(27) | | Common stock | | | N/A | | N/A | | 68,125 | | | 5,234 | | | 987 | | | — | % |
| Hockey Parent Holdings, L.P.(12)(27)(28) | | Class A Units | | | N/A | | N/A | | 498 | | | 10,000 | | | 10,000 | | | 0.2 | % |
| PCF Holdco, LLC (dba PCF Insurance Services)(10)(27)(28)(32) | | Series A Preferred Units | | | 15.00% PIK | | N/A | | 11,437,106 | | | 6,767 | | | 7,180 | | | 0.1 | % |
| PCF Holdco, LLC (dba PCF Insurance Services)(12)(27)(28) | | Class A Units | | | N/A | | N/A | | 14,772,724 | | | 37,463 | | | 67,457 | | | 1.1 | % |
| PCF Holdco, LLC (dba PCF Insurance Services)(12)(27)(28) | | Class A Unit Warrants | | | N/A | | N/A | | 1,288,200 | | | 4,396 | | | 4,400 | | | 0.1 | % |
| | | | | | | | | | | 68,796 | | | 95,445 | | | 1.6 | % |
| Internet and software services | | | | | | | | | | | | | | | |
| BCTO WIW Holdings, Inc. (dba When I Work)(12)(27)(28) | | Class A Common Stock | | | N/A | | N/A | | 13,000 | | | 1,300 | | | 1,097 | | | — | % |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(12)(27)(28) | | Common Units | | | N/A | | N/A | | 7,503,843 | | | 7,504 | | | 7,706 | | | 0.1 | % |
| Elliott Alto Co-Investor Aggregator L.P.(12)(27)(28)(29) | | LP Interest | | | N/A | | N/A | | 3,134 | | | 3,153 | | | 2,970 | | | — | % |
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(12)(27)(28)(29) | | LP Interest | | | N/A | | N/A | | 1,230 | | | 1,230 | | | 1,286 | | | — | % |
| MessageBird Holding B.V.(12)(27)(28)(29) | | Extended Series C Warrants | | | N/A | | N/A | | 122,890 | | | 753 | | | 140 | | | — | % |
| Picard Holdco, Inc.(14)(27)(28) | | Series A Preferred Stock | | S + | 12.00% PIK | | N/A | | 22,945 | | | 22,383 | | | 20,249 | | | 0.3 | % |
| Project Alpine Co-Invest Fund, LP(12)(27)(28)(29) | | LP Interest | | | N/A | | N/A | | 10,000 | | | 10,006 | | | 10,974 | | | 0.2 | % |
| Project Hotel California Co-Invest Fund, L.P.(12)(27)(28)(29) | | LP Interest | | | N/A | | N/A | | 2,685 | | | 2,687 | | | 2,804 | | | — | % |
| Thunder Topco L.P. (dba Vector Solutions)(12)(27)(28) | | Common Units | | | N/A | | N/A | | 3,829,614 | | | 3,830 | | | 4,250 | | | 0.1 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)(27)(28)(32) | | Series A Preferred Stock | | | 6.00% PIK | | N/A | | 21,250 | | | 23,629 | | | 22,992 | | | 0.4 | % |
| WMC Bidco, Inc. (dba West Monroe)(27)(28)(32) | | Senior Preferred Stock | | | 11.25% PIK | | N/A | | 20,646 | | | 20,294 | | | 19,562 | | | 0.3 | % |
| Zoro TopCo, Inc. (dba Zendesk, Inc.)(27)(28)(32) | | Series A Preferred Stock | | | 12.50% PIK | | N/A | | 10,291 | | | 9,972 | | | 10,085 | | | 0.2 | % |
| Zoro TopCo, L.P. (dba Zendesk, Inc.)(12)(27)(28) | | Class A Common Units | | | N/A | | N/A | | 796,165 | | | 7,962 | | | 8,354 | | | 0.1 | % |
| | | | | | | | | | | 114,703 | | | 112,469 | | | 1.7 | % |
| Manufacturing | | | | | | | | | | | | | | | |
| Gloves Holdings, LP (dba Protective Industrial Products)(12)(27)(28) | | LP Interest | | | N/A | | N/A | | 325 | | | 3,250 | | | 3,626 | | | 0.1 | % |
| Windows Entities(27)(28)(30) | | LLC Units | | | N/A | | N/A | | 31,849 | | | 60,319 | | | 137,433 | | | 2.3 | % |
| | | | | | | | | | | 63,569 | | | 141,059 | | | 2.4 | % |
| Total non-controlled/non-affiliated portfolio company equity investments | | | | | | | | | | | $ | 665,498 | | | $ | 772,131 | | | 12.7 | % |
| Total non-controlled/non-affiliated portfolio company investments | | | | | | | | | | | $ | 11,500,055 | | | $ | 11,471,820 | | | 190.5 | % |
| | | | | | | | | | | | | | | |
| Non-controlled/affiliated portfolio company investments | | | | | | | | | | | | | | | |
| Equity Investments | | | | | | | | | | | | | | | |
| Pharmaceuticals | | | | | | | | | | | | | | | |
| LSI Financing 1 DAC(25)(27)(28)(29) | | Preferred equity | | | N/A | | N/A | | 6,174,611 | | | 19,352 | | | 19,805 | | | 0.3 | % |
| | | | | | | | | | | 19,352 | | | 19,805 | | | 0.3 | % |
| Total non-controlled/affiliated portfolio company investments | | | | | | | | | | | $ | 19,352 | | | $ | 19,805 | | | 0.3 | % |
| | | | | | | | | | | | | | | |
| Controlled/affiliated portfolio company investments | | | | | | | | | | | | | | | |
| Debt Investments | | | | | | | | | | | | | | | |
| Advertising and media | | | | | | | | | | | | | | | |
| Swipe Acquisition Corporation (dba PLI)(15)(26)(27) | | First lien senior secured loan | | S + | 8.00% | | 6/2026 | | 48,332 | | | 48,106 | | | 48,332 | | | 0.8 | % |
| Swipe Acquisition Corporation (dba PLI)(10)(14)(24)(26)(27) | | First lien senior secured delayed draw term loan | | S + | 8.00% | | 12/2023 | | 14,391 | | | 14,391 | | | 14,391 | | | 0.2 | % |
| Swipe Acquisition Corporation (dba PLI)(10)(26)(27) | | Letter of Credit | | S + | 8.00% | | 6/2026 | | — | | | 1 | | | — | | | — | % |
| | | | | | | | | | | 62,498 | | | 62,723 | | | 1.0 | % |
| Asset based lending and fund finance | | | | | | | | | | | | | | | |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(26)(27)(32) | | First lien senior secured loan | | | 12.00% PIK | | 7/2030 | | $ | 36,380 | | | $ | 36,380 | | | $ | 36,380 | | | 0.6 | % |
| | | | | | | | | | | $ | 36,380 | | | $ | 36,380 | | | 0.6 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Distribution | | | | | | | | | | | | | | | |
| PS Operating Company LLC (fka QC Supply, LLC)(14)(26) | | First lien senior secured loan | | S + | 6.00% | | 12/2024 | | 13,241 | | | 12,976 | | | 12,613 | | | 0.2 | % |
| PS Operating Company LLC (fka QC Supply, LLC)(10)(14)(26) | | First lien senior secured revolving loan | | S + | 6.00% | | 12/2024 | | 3,641 | | | 3,580 | | | 3,405 | | | 0.1 | % |
| | | | | | | | | | | 16,556 | | | 16,018 | | | 0.3 | % |
| Household products | | | | | | | | | | | | | | | |
| Walker Edison Furniture Company LLC(11)(13)(26)(27) | | First lien senior secured loan | | S + | 6.75% PIK | | 3/2027 | | 23,162 | | | 20,675 | | | 22,351 | | | 0.4 | % |
| Walker Edison Furniture Company LLC(10)(11)(13)(26)(27) | | First lien senior secured delayed draw term loan | | S + | 6.75% PIK | | 3/2027 | | 586 | | | 562 | | | 530 | | | — | % |
| Walker Edison Furniture Company LLC(11)(13)(26)(27) | | First lien senior secured revolving loan | | S + | 6.25% PIK | | 3/2027 | | 11,241 | | | 11,241 | | | 11,017 | | | 0.2 | % |
| | | | | | | | | | | 32,478 | | | 33,898 | | | 0.6 | % |
| Infrastructure and environmental services | | | | | | | | | | | | | | | |
| Eagle Infrastructure Services, LLC(14)(26) | | First lien senior secured loan | | S + | 7.50% | | 4/2028 | | 87,536 | | | 85,916 | | | 86,004 | | | 1.4 | % |
| | | | | | | | | | | 85,916 | | | 86,004 | | | 1.4 | % |
| Total controlled/affiliated portfolio company debt investments | | | | | | | | | | | $ | 233,828 | | | $ | 235,023 | | | 3.9 | % |
| | | | | | | | | | | | | | | |
| Equity Investments | | | | | | | | | | | | | | | |
| Advertising and media | | | | | | | | | | | | | | | |
| New PLI Holdings, LLC (dba PLI)(26)(27)(28) | | Class A Common Units | | | N/A | | N/A | | 86,745 | | | 48,007 | | | 97,691 | | | 1.6 | % |
| | | | | | | | | | | 48,007 | | | 97,691 | | | 1.6 | % |
| Asset based lending and fund finance | | | | | | | | | | | | | | | |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(10)(26)(27)(28)(29) | | LLC Interest | | | N/A | | N/A | | 23,966 | | | 23,937 | | | 23,966 | | | 0.4 | % |
| AAM Series 2.1 Aviation Feeder, LLC(10)(26)(27)(28)(29) | | LLC Interest | | | N/A | | N/A | | 30,706 | | | 30,713 | | | 30,706 | | | 0.5 | % |
| Wingspire Capital Holdings LLC(9)(10)(26)(28) | | LLC Interest | | | N/A | | N/A | | 405,145 | | | 405,145 | | | 482,246 | | | 8.0 | % |
| | | | | | | | | | | 459,795 | | | 536,918 | | | 8.9 | % |
| Distribution | | | | | | | | | | | | | | | |
| PS Op Holdings LLC (fka QC Supply, LLC)(26)(28) | | Class A Common Units | | | N/A | | N/A | | 248,271 | | | 4,300 | | | 3,425 | | | 0.1 | % |
| | | | | | | | | | | 4,300 | | | 3,425 | | | 0.1 | % |
| Household products | | | | | | | | | | | | | | | |
| Walker Edison Holdco LLC(26)(27)(28) | | Common Units | | | N/A | | N/A | | 245,906 | | | 23,762 | | | 14,206 | | | 0.2 | % |
| | | | | | | | | | | 23,762 | | | 14,206 | | | 0.2 | % |
| Infrastructure and environmental services | | | | | | | | | | | | | | | |
| Eagle Infrastructure Super Holdco LLC(26)(27)(28) | | Common Units | | | N/A | | N/A | | 576,276 | | | 24,058 | | | 24,058 | | | 0.4 | % |
| | | | | | | | | | | 24,058 | | | 24,058 | | | 0.4 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8)(33) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Insurance | | | | | | | | | | | | | | | |
| Fifth Season Investments LLC(26)(27)(28) | | Class A Units | | | N/A | | N/A | | 28 | | | 123,500 | | | 123,500 | | | 2.1 | % |
| | | | | | | | | | | 123,500 | | | 123,500 | | | 2.1 | % |
| Joint ventures | | | | | | | | | | | | | | | |
| Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)(7)(9)(26)(28)(29) | | LLC interest | | | N/A | | N/A | | 386,214 | | | 386,214 | | | 369,712 | | | 6.2 | % |
| | | | | | | | | | | 386,214 | | | 369,712 | | | 6.2 | % |
| Total controlled/affiliated portfolio company equity investments | | | | | | | | | | | $ | 1,069,636 | | | $ | 1,169,510 | | | 19.5 | % |
| Total controlled/affiliated portfolio company investments | | | | | | | | | | | $ | 1,303,464 | | | $ | 1,404,533 | | | 23.4 | % |
| Total Investments | | | | | | | | | | | $ | 12,822,871 | | | $ | 12,896,158 | | | 214.2 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Interest Rate Swaps as of September 30, 2023 |
| | Company Receives | | Company Pays | | | | Maturity Date | | Notional Amount | | Fair Value | | Upfront Payments/Receipts | | Change in Unrealized Appreciation / (Depreciation) | | Hedged Instrument | | Footnote Reference |
| Interest rate swap | | 5.25% | | S + 3.051% | | | | 4/10/2024 | | 400,000 | | | (6,893) | | — | | 6,200 | | 2024 Notes | | Note 6 |
| Interest rate swap | | 2.63% | | S + 1.769% | | | | 1/15/2027 | | 500,000 | | | (57,103) | | — | | (724) | | 2027 Notes | | Note 6 |
| Total | | | | | | | | | | 900,000 | | | | | | | 5,476 | | | | |
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales. Refer to footnote 28 for additional information on our restricted securities.
(2)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount, as applicable, on debt investments using the effective interest method.
(3)As of September 30, 2023, the net estimated unrealized loss for U.S. federal income tax purposes was $38.5 million based on a tax cost basis of $12.9 billion. As of September 30, 2023, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $343.2 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $304.7 million.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Level 1 investment.
(6)Level 2 investment.
(7)Investment measured at net asset value (“NAV”).
(8)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facilities and CLOs. See Note 6 “Debt”.
(9)Investment is not pledged as collateral for the credit facilities.
(10)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(11)Loan was on non-accrual status as of September 30, 2023.
(12)Investment is non-income producing.
(13)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023 was 5.32%.
(14)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023 was 5.40%.
(15)The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2023 was 5.47%.
(16)The interest rate on these loans is subject to Prime, which as of September 30, 2023 was 8.50%.
(17)The interest rate on this loan is subject to 1 month EURIBOR, which as of September 30, 2023 was 3.85%.
(18)The interest rate on this loan is subject to 3 month EURIBOR, which as of September 30, 2023 was 3.95%.
(19)The interest rate on this loan is subject to 6 month EURIBOR, which as of September 30, 2023 was 4.13%.
(20)The interest rate on this loan is subject to SONIA, which as of September 30, 2023 was 5.19%.
(21)The interest rate on these loans is subject to 3 month LIBOR, which as of September 30, 2023 was 5.66%.
(22)The interest rate on these loans is subject to 6 month LIBOR, which as of September 30, 2023 was 5.90%.
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
(23)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(24)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(25)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the period ended September 30, 2023 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | | Fair value as of December 31, 2022 | | Gross Additions (a) | | Gross Reductions(b) | | Change in Unrealized Gains (Losses) | | Fair value as of September 30, 2023 | | Interest Income | | Dividend Income | | Other Income |
| LSI Financing 1 DAC | | 6,175 | | | 15,045 | | | (1,917) | | | 502 | | | 19,805 | | | — | | | 213 | | | — | |
| Total Non-Controlled Affiliates | | $ | 6,175 | | | $ | 15,045 | | | $ | (1,917) | | | $ | 502 | | | $ | 19,805 | | | $ | — | | | $ | 213 | | | $ | — | |
________________
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(26)As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” and has “Control” of this portfolio company as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“controlled affiliate”). The Company’s investment in controlled affiliates for the period ended September 30, 2023, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | | Fair value as of December 31, 2022 | | Gross Additions (a) | | Gross Reductions(b) | | Change in Unrealized Gains (Losses) | | Fair value as of September 30, 2023 | | Interest Income | | Dividend Income | | Other Income |
| Controlled Affiliates | | | | | | | | | | | | | | | | |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(d) | | $ | — | | | $ | 60,349 | | | $ | (35) | | | $ | 32 | | | $ | 60,346 | | | $ | 773 | | | $ | — | | | $ | — | |
| AAM Series 2.1 Aviation Feeder, LLC(d) | | 1,568 | | | 29,138 | | | — | | | — | | | 30,706 | | | — | | | — | | | — | |
| Eagle Infrastructure Super LLC | | — | | | 109,977 | | | (2) | | | 87 | | | 110,062 | | | 5,927 | | | — | | | 14 | |
| Fifth Season Investments LLC (fka Chapford SMA Partnership, L.P.) | | 89,680 | | | 33,820 | | | — | | | — | | | 123,500 | | | — | | | 2,860 | | | — | |
| Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)(c) | | 288,981 | | | 106,751 | | | (39,375) | | | 13,355 | | | 369,712 | | | — | | | 33,302 | | | — | |
| PS Operating Company LLC (fka QC Supply, LLC) | | 20,361 | | | 37 | | | (166) | | | (789) | | | 19,443 | | | 1,472 | | | — | | | 5 | |
| Swipe Acquisition Corporation (dba PLI) | | 161,680 | | | 221 | | | (1,335) | | | (152) | | | 160,414 | | | 6,545 | | | 3,558 | | | 723 | |
| Walker Edison Furniture Company, LLC | | — | | | 56,239 | | | — | | | (8,135) | | | 48,104 | | | — | | | — | | | 18 | |
| Wingspire Capital Holdings LLC | | 431,531 | | | 58,000 | | | (17,000) | | | 9,715 | | | 482,246 | | | — | | | 27,000 | | | — | |
| Total Controlled Affiliates | | $ | 993,801 | | | $ | 454,532 | | | $ | (57,913) | | | $ | 14,113 | | | $ | 1,404,533 | | | $ | 14,717 | | | $ | 66,720 | | | $ | 760 | |
________________
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(c)For further description of the Company's investment in Blue Owl Capital Corporation Senior Loan Fund (fka ORCC Senior Loan Fund), see Note 4 "Investments."
(d)In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin Assetco”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin Assetco.
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
(27)Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”
(28)Securities acquired in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2023, the aggregate fair value of these securities is $2.0 billion or 32.7% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
| | | | | | | | | | | | | | |
| Portfolio Company | | Investment | | Acquisition Date |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC** | | LLC Interest | | 7/1/2022 |
| AAM Series 2.1 Aviation Feeder, LLC** | | LLC Interest | | 7/1/2022 |
| Amergin Asset Management, LLC | | Class A Units | | 7/1/2022 |
| Accelerate topco Holdings, LLC | | Common Units | | 9/1/2022 |
| ASP Conair Holdings LP | | Class A Units | | 5/17/2021 |
| Associations Finance, Inc. | | Preferred Stock | | 6/10/2022 |
| Windows Entities | | LLC Units | | 1/16/2020 |
| BCTO WIW Holdings, Inc. (dba When I Work) | | Class A Common Stock | | 11/2/2021 |
| BEHP Co-Investor II, L.P. | | LP Interest | | 5/11/2022 |
| WP Irving Co-Invest, L.P. | | Partnership Units | | 5/18/2022 |
| Blend Labs, Inc. | | Warrants | | 7/2/2021 |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) | | Common Units | | 10/1/2021 |
| CD&R Value Building Partners I, L.P. (dba Belron) | | LP Interest | | 12/2/2021 |
| Fifth Season Investments LLC (fka Chapford SMA Partnership, L.P.)** | | Class A Units | | 7/18/2022 |
| Denali Holding, LP (dba Summit Companies) | | Class A Units | | 9/15/2021 |
| Dodge Construction Network Holdings, LP | | Class A-2 Common Units | | 2/23/2022 |
| Dodge Construction Network Holdings, LP | | Series A Preferred Units | | 2/23/2022 |
| Eagle Infrastructure Super LLC** | | Common Units | | 3/31/2023 |
| Elliott Alto Co-Investor Aggregator L.P. | | LP Interest | | 9/27/2022 |
| Picard Holdco, LLC | | Series A Preferred Stock | | 9/30/2022 |
| Evology, LLC | | Class B Units | | 1/24/2022 |
| Evolution Parent, LP (dba SIAA) | | LP Interest | | 4/30/2021 |
| Gloves Holdings, LP (dba Protective Industrial Products) | | LP Interest | | 12/29/2020 |
| GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway) | | LP Interest | | 12/16/2021 |
| Hercules Buyer, LLC (dba The Vincit Group) | | Common Units | | 12/15/2020 |
| Hissho Sushi Holdings, LLC | | Class A units | | 5/17/2022 |
| Hockey Parent Holdings L.P. | | Class A Units | | 9/14/2023 |
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) | | LP Interest | | 6/8/2022 |
| Knockout Intermediate Holdings I Inc. (dba Kaseya) | | Perpetual Preferred Stock | | 6/23/2022 |
| KOBHG Holdings, L.P. (dba OB Hospitalist) | | Class A Interests | | 9/27/2021 |
| Maia Aggregator, LP | | Class A-2 Units | | 2/1/2022 |
| H-Food Holdings, LLC | | LLC Interest | | 11/23/2018 |
| LSI Financing 1 DAC** | | Preferred equity | | 12/14/2022 |
| MessageBird Holding B.V. | | Extended Series C Warrants | | 5/5/2021 |
| Metis HoldCo, Inc. (dba Mavis Tire Express Services) | | Series A Convertible Preferred Stock | | 5/4/2021 |
| Minerva Holdco, Inc. | | Series A Preferred Stock | | 2/15/2022 |
| KPCI Holdings, L.P. | | Class A Units | | 11/30/2020 |
| Patriot Holdings SCSp (dba Corza Health, Inc.) | | Class B Units | | 1/29/2021 |
| Patriot Holdings SCSp (dba Corza Health, Inc.) | | Class A Units | | 1/29/2021 |
| PCF Holdco, LLC (dba PCF Insurance Services) | | Class A Units | | 11/1/2021 |
Project Alpine Co-Invest Fund, LP | | LP Interest | | 6/10/2022 |
| Project Hotel California Co-Invest Fund, L.P. | | LP Interest | | 8/9/2022 |
| PS Op Holdings LLC (fka QC Supply, LLC)** | | Class A Common Units | | 12/21/2021 |
| Rhea Acquisition Holdings, LP | | Series A-2 Units | | 2/18/2022 |
| Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)* | | LLC Interest | | 6/20/2017 |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2023
(Amounts in thousands, except share amounts)
(Unaudited)
| | | | | | | | | | | | | | |
| Portfolio Company | | Investment | | Acquisition Date |
| Space Exploration Technologies Corp. | | Class A Common Stock | | 3/25/2021 |
| Space Exploration Technologies Corp. | | Class C Common Stock | | 3/25/2021 |
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand) | | Series A Preferred Stock | | 10/14/2021 |
| New PLI Holdings, LLC (dba PLI)** | | Class A Common Units | | 12/23/2020 |
| Thunder Topco L.P. (dba Vector Solutions) | | Common Units | | 6/30/2021 |
| VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) | | Series A Preferred Stock | | 10/15/2021 |
| Walker Edison Holdco LLC** | | Common Units | | 3/1/2023 |
| Wingspire Capital Holdings LLC** | | LLC Interest | | 9/24/2019 |
| WMC Bidco, Inc. (dba West Monroe) | | Senior Preferred Stock | | 11/9/2021 |
| Zoro TopCo, L.P. | | Series A Preferred Stock | | 11/22/2022 |
| Zoro TopCo, L.P. | | Class A Common Units | | 11/22/2022 |
* Refer to Note 4 “Investments – Blue Owl Capital Corporation Senior Loan Fund LLC,” for further information.
** Refer to Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”.
(29)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of September 30, 2023, non-qualifying assets represented 14.4% of total assets as calculated in accordance with the regulatory requirements.
(30)Investment represents multiple underlying investments in related entities under common management. These underlying investments are on identical terms and include Midwest Custom Windows, LLC with a fair value of $23.9 million, Greater Toronto Custom Windows, Corp. with a fair value of $9.9 million, Garden State Custom Windows, LLC with a fair value of $33.1 million, Long Island Custom Windows, LLC with a fair value of $28.6 million, Jemico, LLC with a fair value of $23.0 million, Atlanta Custom Windows, LLC with a fair value of $11.4 million and Fairchester Custom Windows with a fair value of $7.6 million as of September 30, 2023. Greater Toronto Custom Windows, Corp. is considered a non-qualifying asset.
(31)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.
(32)Contains a fixed-rate structure.
(33)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six- month SOFR), London Interbank Offered Rate (“LIBOR” or “L”, which can include one-, three- or six- month LIBOR), Euro Interbank Offered Rate (“EURIBOR”), Great Britain Pound London Interbank Offered Rate (“GBPLIBOR” or “G”, which can include three- or six-month GBPLIBOR), SONIA ("SONIA” or "SA") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Non-controlled/non-affiliated portfolio company investments | | | | | | | | | | | | | | | |
| Debt Investments | | | | | | | | | | | | | | | |
| Advertising and media | | | | | | | | | | | | | | | |
| Global Music Rights, LLC(10)(12)(27) | | First lien senior secured loan | | L + | 5.50% | | 8/2028 | | $ | 7,425 | | | $ | 7,300 | | | $ | 7,425 | | | 0.1 | % |
| Global Music Rights, LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.50% | | 8/2027 | | — | | | (10) | | | — | | | — | % |
| The NPD Group, L.P.(10)(14)(27) | | First lien senior secured loan | | S + | 6.25% (incl. 2.75% PIK) | | 12/2028 | | 23,717 | | | 23,252 | | | 23,243 | | | 0.4 | % |
| The NPD Group, L.P.(10)(14)(22)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 12/2027 | | 181 | | | 153 | | | 151 | | | — | % |
| | | | | | | | | 31,323 | | | 30,695 | | | 30,819 | | | 0.5 | % |
| Aerospace and defense | | | | | | | | | | | | | | | |
| Aviation Solutions Midco, LLC (dba STS Aviation)(10)(12)(27) | | First lien senior secured loan | | L + | 7.25% | | 1/2025 | | 212,678 | | | 211,054 | | | 205,233 | | | 3.5 | % |
| Peraton Corp.(6)(10)(11)(27) | | Second lien senior secured loan | | L + | 7.75% | | 2/2029 | | 46,113 | | | 45,539 | | | 43,691 | | | 0.7 | % |
| Valence Surface Technologies LLC(10)(15)(27) | | First lien senior secured loan | | S + | 7.75% (incl. 3.875% PIK) | | 6/2025 | | 128,074 | | | 127,233 | | | 102,459 | | | 1.7 | % |
| Valence Surface Technologies LLC(10)(15)(22)(27) | | First lien senior secured revolving loan | | S + | 7.75% | | 6/2025 | | 10,408 | | | 10,345 | | | 8,316 | | | 0.1 | % |
| | | | | | | | | 397,273 | | | 394,171 | | | 359,699 | | | 6.0 | % |
| Asset based lending and fund finance | | | | | | | | | | | | | | | |
| Hg Genesis 8 Sumoco Limited(10)(20)(27)(29) | | Unsecured facility | | SA + | 6.00% (incl. 6.00% PIK) | | 8/2025 | | 45,071 | | | 49,137 | | | 45,071 | | | 0.8 | % |
| Hg Genesis 9 SumoCo Limited(10)(18)(27)(29) | | Unsecured facility | | E + | 7.00% (incl. 7.00% PIK) | | 3/2027 | | 46,914 | | | 48,136 | | | 46,914 | | | 0.8 | % |
| Hg Saturn Luchaco Limited(10)(20)(27)(29) | | Unsecured facility | | SA + | 7.50% (incl. 7.50% PIK) | | 3/2026 | | 120,209 | | | 135,817 | | | 118,706 | | | 2.0 | % |
| | | | | | | | | 212,194 | | | 233,090 | | | 210,691 | | | 3.6 | % |
| Buildings and real estate | | | | | | | | | | | | | | | |
| Associations, Inc.(10)(15)(27) | | First lien senior secured loan | | S + | 6.50% (incl. 2.50% PIK) | | 7/2027 | | 386,382 | | | 383,491 | | | 385,414 | | | 6.6 | % |
| Associations, Inc.(10)(15)(22)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.50% (incl. 2.50% PIK) | | 6/2024 | | 3,714 | | | 3,274 | | | 3,590 | | | 0.1 | % |
| Associations, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 4.00% | | 7/2027 | | — | | | (247) | | | (82) | | | — | % |
| REALPAGE, INC.(10)(11)(27) | | Second lien senior secured loan | | L + | 6.50% | | 4/2029 | | 34,500 | | | 34,067 | | | 33,033 | | | 0.6 | % |
| | | | | | | | | 424,596 | | | 420,585 | | | 421,955 | | | 7.3 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Business services | | | | | | | | | | | | | | | |
| Access CIG, LLC(10)(11)(27) | | Second lien senior secured loan | | L + | 7.75% | | 2/2026 | | 58,760 | | | 58,429 | | | 58,465 | | | 1.0 | % |
| CIBT Global, Inc.(10)(12)(27)(30) | | First lien senior secured loan | | L + | 5.25% (incl. 4.25% PIK) | | 6/2025 | | 903 | | | 616 | | | 470 | | | — | % |
| CIBT Global, Inc.(10)(12)(27)(30) | | Second lien senior secured loan | | L + | 7.75% (incl. 7.75% PIK) | | 12/2025 | | 63,678 | | | 26,736 | | | 6,048 | | | 0.1 | % |
| Denali BuyerCo, LLC (dba Summit Companies)(10)(12)(27) | | First lien senior secured loan | | L + | 5.75% | | 9/2028 | | 43,339 | | | 42,786 | | | 42,905 | | | 0.7 | % |
| Denali BuyerCo, LLC (dba Summit Companies)(10)(12)(22)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.75% | | 9/2023 | | 8,229 | | | 8,122 | | | 8,147 | | | 0.1 | % |
| Denali BuyerCo, LLC (dba Summit Companies)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.75% | | 9/2027 | | — | | | (24) | | | (30) | | | — | % |
| Diamondback Acquisition, Inc. (dba Sphera)(10)(11)(27) | | First lien senior secured loan | | L + | 5.50% | | 9/2028 | | 4,109 | | | 4,039 | | | 4,068 | | | 0.1 | % |
| Diamondback Acquisition, Inc. (dba Sphera)(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.50% | | 9/2023 | | — | | | (9) | | | — | | | — | % |
| Entertainment Benefits Group, LLC(10)(14)(27) | | First lien senior secured loan | | S + | 4.75% | | 5/2028 | | 862 | | | 855 | | | 862 | | | — | % |
| Entertainment Benefits Group, LLC(10)(14)(22)(27) | | First lien senior secured revolving loan | | S + | 4.75% | | 4/2027 | | 89 | | | 88 | | | 89 | | | — | % |
| Fullsteam Operations, LLC(10)(12)(22)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 7.50% (incl. 3.00% PIK) | | 5/2024 | | 6,121 | | | 5,940 | | | 5,994 | | | 0.1 | % |
| Gainsight, Inc.(10)(12)(27) | | First lien senior secured loan | | L + | 6.75% (incl. 6.75% PIK) | | 7/2027 | | 21,222 | | | 20,951 | | | 20,902 | | | 0.4 | % |
| Gainsight, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.25% | | 7/2027 | | — | | | (45) | | | (50) | | | — | % |
| Hercules Borrower, LLC (dba The Vincit Group)(10)(12)(27) | | First lien senior secured loan | | L + | 6.50% | | 12/2026 | | 176,892 | | | 175,005 | | | 176,447 | | | 3.0 | % |
| Hercules Borrower, LLC (dba The Vincit Group)(10)(13)(22)(27) | | First lien senior secured revolving loan | | L + | 6.50% | | 12/2026 | | 2,231 | | | 2,024 | | | 2,179 | | | — | % |
| Hercules Buyer, LLC (dba The Vincit Group)(21)(27)(33) | | Unsecured notes | | | 0.48% (incl. 0.48% PIK) | | 12/2029 | | 5,160 | | | 5,160 | | | 5,160 | | | 0.1 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Kaseya Inc.(10)(15)(27) | | First lien senior secured loan | | S + | 5.75% | | 6/2029 | | 18,732 | | | 18,377 | | | 18,544 | | | 0.3 | % |
| Kaseya Inc.(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 6/2024 | | — | | | (10) | | | — | | | — | % |
| Kaseya Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 6/2029 | | — | | | (21) | | | (11) | | | — | % |
| KPSKY Acquisition, Inc. (dba BluSky)(10)(11)(27) | | First lien senior secured loan | | L + | 5.50% | | 10/2028 | | 4,941 | | | 4,856 | | | 4,817 | | | 0.1 | % |
| Ping Identity Holding Corp.(10)(14)(27) | | First lien senior secured loan | | S + | 7.00% | | 10/2029 | | 909 | | | 896 | | | 895 | | | — | % |
| Ping Identity Holding Corp.(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 7.00% | | 10/2028 | | — | | | (1) | | | (1) | | | — | % |
| | | | | | | | | 416,177 | | | 374,770 | | | 355,900 | | | 6.0 | % |
| Chemicals | | | | | | | | | | | | | | | |
| Aruba Investments Holdings LLC (dba Angus Chemical Company)(10)(11)(27) | | Second lien senior secured loan | | L + | 7.75% | | 11/2028 | | 10,000 | | | 9,880 | | | 9,850 | | | 0.2 | % |
| Douglas Products and Packaging Company LLC(10)(14)(27) | | First lien senior secured loan | | S + | 7.00% | | 6/2025 | | 18,688 | | | 18,505 | | | 18,501 | | | 0.3 | % |
| Douglas Products and Packaging Company LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 7.00% | | 6/2025 | | — | | | (24) | | | (24) | | | — | % |
| Gaylord Chemical Company, L.L.C.(10)(12)(27) | | First lien senior secured loan | | L + | 6.50% | | 3/2027 | | 151,107 | | | 149,966 | | | 151,106 | | | 2.6 | % |
| Gaylord Chemical Company, L.L.C.(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.00% | | 3/2026 | | — | | | (86) | | | — | | | — | % |
| Velocity HoldCo III Inc. (dba VelocityEHS)(10)(13)(27) | | First lien senior secured loan | | L + | 5.75% | | 4/2027 | | 21,992 | | | 21,614 | | | 21,992 | | | 0.4 | % |
| Velocity HoldCo III Inc. (dba VelocityEHS)(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 5.75% | | 4/2026 | | 268 | | | 248 | | | 268 | | | — | % |
| | | | | | | | | 202,055 | | | 200,103 | | | 201,693 | | | 3.5 | % |
| Consumer products | | | | | | | | | | | | | | | |
| Conair Holdings, LLC(10)(12)(27) | | Second lien senior secured loan | | L + | 7.50% | | 5/2029 | | 187,500 | | | 186,310 | | | 170,626 | | | 2.9 | % |
| Feradyne Outdoors, LLC(10)(14)(27) | | First lien senior secured loan | | S + | 6.25% | | 2/2024 | | 86,016 | | | 85,934 | | | 84,726 | | | 1.4 | % |
| Foundation Consumer Brands, LLC(10)(12)(27) | | First lien senior secured loan | | L + | 5.50% | | 2/2027 | | 3,456 | | | 3,456 | | | 3,447 | | | 0.1 | % |
| Lignetics Investment Corp.(10)(12)(27) | | First lien senior secured loan | | L + | 6.00% | | 11/2027 | | 31,059 | | | 30,733 | | | 30,438 | | | 0.5 | % |
| Lignetics Investment Corp.(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 6.00% | | 11/2023 | | — | | | (39) | | | (78) | | | — | % |
| Lignetics Investment Corp.(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 6.00% | | 10/2026 | | 2,824 | | | 2,778 | | | 2,729 | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(16)(27) | | First lien senior secured loan | | S + | 5.25% | | 3/2029 | | 751 | | | 737 | | | 728 | | | — | % |
| SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.25% | | 3/2024 | | — | | | (2) | | | (4) | | | — | % |
| SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(14)(22)(27) | | First lien senior secured revolving loan | | S + | 5.25% | | 3/2029 | | 25 | | | 23 | | | 22 | | | — | % |
| WU Holdco, Inc. (dba Weiman Products, LLC)(10)(12)(27) | | First lien senior secured loan | | L + | 5.50% | | 3/2026 | | 202,864 | | | 200,481 | | | 197,793 | | | 3.4 | % |
| WU Holdco, Inc. (dba Weiman Products, LLC)(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 5.50% | | 3/2025 | | 9,987 | | | 9,826 | | | 9,507 | | | 0.2 | % |
| | | | | | | | | 524,482 | | | 520,237 | | | 499,934 | | | 8.5 | % |
| Containers and packaging | | | | | | | | | | | | | | | |
| Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)(14)(27) | | First lien senior secured loan | | S + | 6.25% | | 10/2028 | | 5,498 | | | 5,451 | | | 5,457 | | | 0.1 | % |
| Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 9/2027 | | — | | | (4) | | | (4) | | | — | % |
| Fortis Solutions Group, LLC(10)(12)(27) | | First lien senior secured loan | | L + | 5.50% | | 10/2028 | | 4,616 | | | 4,536 | | | 4,489 | | | 0.1 | % |
| Fortis Solutions Group, LLC(10)(22)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.50% | | 10/2023 | | — | | | — | | | — | | | — | % |
| Fortis Solutions Group, LLC(10)(13)(22)(27) | | First lien senior secured revolving loan | | L + | 5.50% | | 10/2027 | | 62 | | | 54 | | | 49 | | | — | % |
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(15)(27) | | First lien senior secured loan | | S + | 5.75% | | 5/2028 | | 647 | | | 641 | | | 647 | | | — | % |
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(22)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 5/2024 | | — | | | — | | | — | | | — | % |
| Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(15)(22)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 5/2028 | | 17 | | | 16 | | | 17 | | | — | % |
| Pregis Topco LLC(10)(11)(27) | | Second lien senior secured loan | | L + | 7.02% | | 8/2029 | | 160,000 | | | 157,716 | | | 158,193 | | | 2.7 | % |
| | | | | | | | | 170,840 | | | 168,410 | | | 168,848 | | | 2.9 | % |
| Distribution | | | | | | | | | | | | | | | |
| ABB/Con-cise Optical Group LLC(10)(13)(27) | | First lien senior secured loan | | L + | 7.50% | | 2/2028 | | 67,415 | | | 66,517 | | | 67,247 | | | 1.1 | % |
| ABB/Con-cise Optical Group LLC(10)(13)(22)(27) | | First lien senior secured revolving loan | | L + | 7.50% | | 2/2028 | | 6,722 | | | 6,631 | | | 6,704 | | | 0.1 | % |
| Aramsco, Inc.(10)(11)(27) | | First lien senior secured loan | | L + | 5.25% | | 8/2024 | | 55,322 | | | 54,893 | | | 55,183 | | | 0.9 | % |
| Aramsco, Inc.(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 5.25% | | 8/2024 | | 1,676 | | | 1,618 | | | 1,655 | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Endries Acquisition, Inc.(10)(15)(27) | | First lien senior secured loan | | S + | 6.25% | | 12/2025 | | 237,607 | | | 235,615 | | | 237,607 | | | 4.0 | % |
| BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)(15)(27) | | First lien senior secured loan | | S + | 6.25% | | 11/2025 | | 133,438 | | | 131,992 | | | 133,104 | | | 2.3 | % |
| BradyIFS Holdings, LLC (fka Individual Foodservice Holdings, LLC)(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 11/2024 | | — | | | (176) | | | (54) | | | — | % |
| Offen, Inc.(10)(11)(27) | | First lien senior secured loan | | L + | 5.00% | | 6/2026 | | 18,695 | | | 18,596 | | | 18,695 | | | 0.3 | % |
| | | | | | | | | 520,875 | | | 515,686 | | | 520,141 | | | 8.7 | % |
| Education | | | | | | | | | | | | | | | |
| Learning Care Group (US) No. 2 Inc.(10)(12)(27) | | Second lien senior secured loan | | L + | 7.50% | | 3/2026 | | 26,967 | | | 26,726 | | | 25,822 | | | 0.4 | % |
| Pluralsight, LLC(10)(12)(27) | | First lien senior secured loan | | L + | 8.00% | | 4/2027 | | 99,450 | | | 98,455 | | | 97,958 | | | 1.7 | % |
| Pluralsight, LLC(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 8.00% | | 4/2027 | | 3,118 | | | 3,055 | | | 3,024 | | | 0.1 | % |
| | | | | | | | | 129,535 | | | 128,236 | | | 126,804 | | | 2.2 | % |
| Financial services | | | | | | | | | | | | | | | |
| AxiomSL Group, Inc.(10)(11)(27) | | First lien senior secured loan | | L + | 5.75% | | 12/2027 | | 200,737 | | | 198,896 | | | 197,726 | | | 3.4 | % |
| AxiomSL Group, Inc.(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.75% | | 7/2023 | | — | | | (32) | | | (42) | | | — | % |
| AxiomSL Group, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.75% | | 12/2025 | | — | | | (141) | | | (273) | | | — | % |
| Blackhawk Network Holdings, Inc.(10)(12)(27) | | Second lien senior secured loan | | L + | 7.00% | | 6/2026 | | 106,400 | | | 105,887 | | | 105,869 | | | 1.8 | % |
| Blend Labs, Inc.(10)(14)(27) | | First lien senior secured loan | | S + | 7.50% | | 6/2026 | | 67,500 | | | 66,275 | | | 66,319 | | | 1.1 | % |
| Blend Labs, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 7.50% | | 6/2026 | | — | | | (52) | | | (131) | | | — | % |
| Muine Gall, LLC(9)(10)(13)(27)(29) | | First lien senior secured loan | | L + | 7.00% (incl. 7.00% PIK) | | 9/2024 | | 261,493 | | | 262,995 | | | 254,956 | | | 4.3 | % |
| NMI Acquisitionco, Inc. (dba Network Merchants)(10)(11)(27) | | First lien senior secured loan | | L + | 5.75% | | 9/2025 | | 25,048 | | | 24,933 | | | 24,735 | | | 0.4 | % |
| NMI Acquisitionco, Inc. (dba Network Merchants)(10)(11)(22)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.75% | | 10/2023 | | 5,923 | | | 5,844 | | | 5,834 | | | 0.1 | % |
| NMI Acquisitionco, Inc. (dba Network Merchants)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.75% | | 9/2025 | | — | | | (13) | | | (21) | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Smarsh Inc.(10)(16)(27) | | First lien senior secured loan | | S + | 6.50% | | 2/2029 | | 762 | | | 755 | | | 754 | | | — | % |
| Smarsh Inc.(10)(16)(22)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.50% | | 2/2024 | | 95 | | | 93 | | | 94 | | | — | % |
| Smarsh Inc.(10)(22)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 2/2029 | | — | | | — | | | — | | | — | % |
| | | | | | | | | 667,958 | | | 665,440 | | | 655,820 | | | 11.1 | % |
| Food and beverage | | | | | | | | | | | | | | | |
| Balrog Acquisition, Inc. (dba Bakemark)(10)(12)(27) | | Second lien senior secured loan | | L + | 7.00% | | 9/2029 | | 22,000 | | | 21,838 | | | 21,780 | | | 0.4 | % |
| BP Veraison Buyer, LLC (dba Sun World)(10)(12)(27) | | First lien senior secured loan | | L + | 5.50% | | 5/2027 | | 68,684 | | | 68,029 | | | 68,169 | | | 1.2 | % |
| BP Veraison Buyer, LLC (dba Sun World)(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.50% | | 5/2023 | | — | | | (26) | | | — | | | — | % |
| BP Veraison Buyer, LLC (dba Sun World)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.50% | | 5/2027 | | — | | | (79) | | | (65) | | | — | % |
| H-Food Holdings, LLC(10)(11)(27) | | Second lien senior secured loan | | L + | 7.00% | | 3/2026 | | 121,800 | | | 120,316 | | | 105,053 | | | 1.8 | % |
| Hissho Sushi Merger Sub LLC(10)(15)(27) | | First lien senior secured loan | | S + | 5.75% | | 5/2028 | | 901 | | | 893 | | | 899 | | | — | % |
| Hissho Sushi Merger Sub LLC(10)(15)(22)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 5/2028 | | 14 | | | 13 | | | 14 | | | — | % |
| Hometown Food Company(10)(11)(27) | | First lien senior secured loan | | L + | 5.00% | | 8/2023 | | 14,560 | | | 14,516 | | | 14,560 | | | 0.2 | % |
| Hometown Food Company(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 5.00% | | 8/2023 | | 847 | | | 836 | | | 847 | | | — | % |
| Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(10)(14)(27) | | First lien senior secured loan | | S + | 6.25% | | 3/2027 | | 125,000 | | | 122,950 | | | 122,500 | | | 2.1 | % |
| Nellson Nutraceutical, LLC(10)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 12/2025 | | 25,982 | | | 25,643 | | | 25,527 | | | 0.4 | % |
| Nutraceutical International Corporation(10)(11)(27) | | First lien senior secured loan | | L + | 7.00% | | 9/2026 | | 186,644 | | | 184,758 | | | 169,845 | | | 2.9 | % |
| Nutraceutical International Corporation(10)(11)(27) | | First lien senior secured revolving loan | | L + | 7.00% | | 9/2025 | | 13,578 | | | 13,467 | | | 12,356 | | | 0.2 | % |
| Ole Smoky Distillery, LLC(10)(14)(27) | | First lien senior secured loan | | S + | 5.25% | | 3/2028 | | 877 | | | 861 | | | 860 | | | — | % |
| Ole Smoky Distillery, LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 5.25% | | 3/2028 | | — | | | (2) | | | (2) | | | — | % |
| Recipe Acquisition Corp. (dba Roland Corporation)(10)(15) | | Second lien senior secured loan | | S + | 9.00% | | 12/2023 | | 32,000 | | | 31,960 | | | 31,520 | | | 0.5 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(10)(12)(27) | | First lien senior secured loan | | L + | 4.50% | | 7/2025 | | 43,522 | | | 43,166 | | | 40,693 | | | 0.7 | % |
| Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 4.50% | | 7/2023 | | 7,020 | | | 6,997 | | | 6,435 | | | 0.1 | % |
| Shearer's Foods, LLC(10)(11)(27) | | Second lien senior secured loan | | L + | 7.75% | | 9/2028 | | 115,200 | | | 114,325 | | | 114,624 | | | 1.9 | % |
| Tall Tree Foods, Inc.(10)(11) | | First lien senior secured loan | | L + | 7.25% | | 1/2023 | | 39,084 | | | 39,084 | | | 39,084 | | | 0.7 | % |
| Ultimate Baked Goods Midco, LLC(10)(11)(27) | | First lien senior secured loan | | L + | 6.50% | | 8/2027 | | 81,234 | | | 79,589 | | | 78,797 | | | 1.3 | % |
| Ultimate Baked Goods Midco, LLC(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 6.50% | | 8/2027 | | 2,611 | | | 2,420 | | | 2,312 | | | — | % |
| | | | | | | | | 901,558 | | | 891,554 | | | 855,808 | | | 14.4 | % |
| Healthcare equipment and services | | | | | | | | | | | | | | | |
| Confluent Medical Technologies, Inc.(10)(15)(27) | | Second lien senior secured loan | | S + | 6.50% | | 2/2030 | | 1,000 | | | 983 | | | 948 | | | — | % |
| CSC Mkg Topco LLC (dba Medical Knowledge Group)(10)(11)(27) | | First lien senior secured loan | | L + | 5.75% | | 2/2029 | | 1,274 | | | 1,252 | | | 1,246 | | | — | % |
| Medline Borrower, LP(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 2.25% | | 10/2026 | | — | | | (123) | | | (485) | | | — | % |
| Nelipak Holding Company(10)(12)(27) | | First lien senior secured loan | | L + | 4.25% | | 7/2026 | | 2,286 | | | 2,260 | | | 2,269 | | | — | % |
| Nelipak Holding Company(10)(12)(27) | | Second lien USD senior secured loan | | L + | 8.25% | | 7/2027 | | 67,006 | | | 66,348 | | | 66,503 | | | 1.1 | % |
| Nelipak Holding Company(10)(12)(22)(27) | | First lien senior secured USD revolving loan | | L + | 4.25% | | 7/2024 | | 1,072 | | | 1,028 | | | 1,017 | | | — | % |
| Nelipak Holding Company(10)(18)(22)(27) | | First lien senior secured EUR revolving loan | | E + | 4.50% | | 7/2024 | | 2,574 | | | 2,516 | | | 2,522 | | | — | % |
| Nelipak Holding Company(10)(19)(27) | | Second lien EUR senior secured loan | | E + | 8.50% | | 7/2027 | | 64,142 | | | 66,603 | | | 63,340 | | | 1.1 | % |
| Packaging Coordinators Midco, Inc.(10)(12)(27) | | Second lien senior secured loan | | L + | 7.00% | | 12/2029 | | 196,044 | | | 192,817 | | | 185,261 | | | 3.1 | % |
| Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (10)(15)(27)(29) | | First lien senior secured loan | | S + | 6.75% | | 1/2028 | | 135,372 | | | 133,607 | | | 133,680 | | | 2.3 | % |
| Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (10)(15)(22)(27)(29) | | First lien senior secured revolving loan | | S + | 6.75% | | 1/2026 | | 2,901 | | | 2,728 | | | 2,732 | | | — | % |
| Rhea Parent, Inc.(10)(15)(27) | | First lien senior secured loan | | S + | 5.75% | | 2/2029 | | 770 | | | 756 | | | 753 | | | — | % |
| | | | | | | | | 474,441 | | | 470,775 | | | 459,786 | | | 7.6 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Healthcare providers and services | | | | | | | | | | | | | | | |
| Covetrus Inc.(10)(15)(27) | | Second lien senior secured loan | | S + | 9.25% | | 10/2030 | | 5,000 | | | 4,900 | | | 4,898 | | | 0.1 | % |
| Diagnostic Service Holdings, Inc. (dba Rayus Radiology)(10)(11)(27) | | First lien senior secured loan | | L + | 5.50% | | 3/2025 | | 998 | | | 998 | | | 988 | | | — | % |
| National Dentex Labs LLC (fka Barracuda Dental LLC)(10)(12)(27) | | First lien senior secured loan | | L + | 8.00% (incl. 3.00% PIK) | | 10/2025 | | 106,033 | | | 104,979 | | | 103,381 | | | 1.8 | % |
| National Dentex Labs LLC (fka Barracuda Dental LLC)(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 7.00% | | 10/2025 | | 9,195 | | | 9,055 | | | 8,961 | | | 0.2 | % |
| Natural Partners, LLC(10)(13)(27)(29) | | First lien senior secured loan | | L + | 6.00% | | 11/2027 | | 924 | | | 908 | | | 906 | | | — | % |
| Natural Partners, LLC(10)(22)(23)(27)(29) | | First lien senior secured revolving loan | | L + | 6.00% | | 11/2027 | | — | | | (1) | | | (1) | | | — | % |
| OB Hospitalist Group, Inc.(10)(12)(27) | | First lien senior secured loan | | L + | 5.50% | | 9/2027 | | 95,029 | | | 93,464 | | | 93,841 | | | 1.6 | % |
| OB Hospitalist Group, Inc.(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 5.50% | | 9/2027 | | 5,251 | | | 5,012 | | | 5,062 | | | 0.1 | % |
| Ex Vivo Parent Inc. (dba OB Hospitalist)(10)(12)(27) | | First lien senior secured loan | | L + | 9.50% | | 9/2028 | | 57,810 | | | 56,803 | | | 56,509 | | | 1.0 | % |
| Pacific BidCo Inc.(10)(15)(27)(29) | | First lien senior secured loan | | S + | 5.75% | | 8/2029 | | 30,924 | | | 30,184 | | | 30,228 | | | 0.5 | % |
| Pacific BidCo Inc.(10)(22)(23)(24)(27)(29) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 8/2025 | | — | | | (41) | | | (34) | | | — | % |
| Phoenix Newco, Inc. (dba Parexel)(10)(11)(27) | | Second lien senior secured loan | | L + | 6.50% | | 11/2029 | | 190,000 | | | 188,302 | | | 186,200 | | | 3.2 | % |
| Plasma Buyer LLC (dba PathGroup)(10)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 5/2029 | | 679 | | | 666 | | | 667 | | | — | % |
| Plasma Buyer LLC (dba PathGroup)(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 5/2024 | | — | | | (2) | | | (1) | | | — | % |
| Plasma Buyer LLC (dba PathGroup)(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 5/2028 | | — | | | (1) | | | (1) | | | — | % |
| PPV Intermediate Holdings, LLC(10)(15)(27) | | First lien senior secured loan | | S + | 5.75% | | 8/2029 | | 823 | | | 808 | | | 807 | | | — | % |
| PPV Intermediate Holdings, LLC(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 9/2024 | | — | | | (2) | | | (1) | | | — | % |
| PPV Intermediate Holdings, LLC(10)(15)(22)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 8/2029 | | 18 | | | 17 | | | 17 | | | — | % |
| Premier Imaging, LLC (dba LucidHealth)(10)(11)(27) | | First lien senior secured loan | | L + | 5.75% | | 1/2025 | | 42,998 | | | 42,666 | | | 42,460 | | | 0.7 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Quva Pharma, Inc.(10)(12)(27) | | First lien senior secured loan | | L + | 5.50% | | 4/2028 | | 39,500 | | | 38,554 | | | 38,710 | | | 0.7 | % |
| Quva Pharma, Inc.(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 5.50% | | 4/2026 | | 1,920 | | | 1,841 | | | 1,840 | | | — | % |
| Tivity Health, Inc.(10)(15)(27) | | First lien senior secured loan | | S + | 6.00% | | 6/2029 | | 998 | | | 974 | | | 983 | | | — | % |
| Unified Women's Healthcare, LP(10)(14)(27) | | First lien senior secured loan | | S + | 5.25% | | 6/2029 | | 878 | | | 872 | | | 878 | | | — | % |
| Unified Women's Healthcare, LP(10)(22)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.25% | | 6/2024 | | — | | | — | | | — | | | — | % |
| Unified Women's Healthcare, LP(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 5.25% | | 6/2029 | | — | | | (1) | | | — | | | — | % |
| Vermont Aus Pty Ltd(10)(15)(27)(29) | | First lien senior secured loan | | S + | 5.50% | | 3/2028 | | 993 | | | 970 | | | 968 | | | — | % |
| | | | | | | | | 589,971 | | | 581,925 | | | 578,266 | | | 9.9 | % |
| Healthcare technology | | | | | | | | | | | | | | | |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(12)(27) | | First lien senior secured loan | | L + | 5.75% | | 8/2028 | | 112,911 | | | 111,391 | | | 110,371 | | | 1.9 | % |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.75% | | 8/2023 | | — | | | (229) | | | (315) | | | — | % |
| BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.75% | | 8/2026 | | — | | | (149) | | | (267) | | | — | % |
| Bracket Intermediate Holding Corp.(10)(12)(27) | | First lien senior secured loan | | L + | 4.25% | | 9/2025 | | 510 | | | 489 | | | 487 | | | — | % |
| Bracket Intermediate Holding Corp.(10)(12)(27) | | Second lien senior secured loan | | L + | 8.13% | | 9/2026 | | 26,250 | | | 25,959 | | | 25,200 | | | 0.4 | % |
| Engage Debtco Limited(10)(15)(27)(29) | | First lien senior secured loan | | S + | 5.75% | | 7/2029 | | 1,000 | | | 976 | | | 978 | | | — | % |
| GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(15)(27) | | First lien senior secured loan | | S + | 6.00% | | 10/2028 | | 4,585 | | | 4,506 | | | 4,471 | | | 0.1 | % |
| GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(15)(22)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 10/2027 | | 37 | | | 31 | | | 28 | | | — | % |
| Imprivata, Inc.(10)(14)(27) | | Second lien senior secured loan | | S + | 6.25% | | 12/2028 | | 882 | | | 874 | | | 860 | | | — | % |
| Inovalon Holdings, Inc.(10)(12)(27) | | First lien senior secured loan | | L + | 6.25% (incl. 2.75% PIK) | | 11/2028 | | 182,751 | | | 178,889 | | | 178,182 | | | 3.0 | % |
| Inovalon Holdings, Inc.(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.75% | | 5/2024 | | — | | | (200) | | | (237) | | | — | % |
| Inovalon Holdings, Inc.(10)(12)(27) | | Second lien senior secured loan | | L + | 10.50% (incl. 10.50% PIK) | | 11/2033 | | 95,535 | | | 93,916 | | | 94,102 | | | 1.6 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(10)(15)(27)(29) | | First lien senior secured loan | | S + | 6.50% | | 8/2026 | | 117,793 | | | 116,791 | | | 117,204 | | | 2.0 | % |
| Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(10)(14)(27)(29) | | First lien senior secured revolving loan | | S + | 6.50% | | 8/2026 | | 4,590 | | | 4,559 | | | 4,567 | | | 0.1 | % |
| Interoperability Bidco, Inc. (dba Lyniate)(10)(15)(27) | | First lien senior secured loan | | S + | 7.00% | | 12/2026 | | 66,455 | | | 66,088 | | | 65,957 | | | 1.1 | % |
| Interoperability Bidco, Inc. (dba Lyniate)(10)(15)(22)(27) | | First lien senior secured revolving loan | | S + | 7.00% | | 12/2024 | | 1,522 | | | 1,509 | | | 1,499 | | | — | % |
| | | | | | | | | 614,821 | | | 605,400 | | | 603,087 | | | 10.2 | % |
| Household products | | | | | | | | | | | | | | | |
| Aptive Environmental, LLC(21)(27) | | First lien senior secured loan | | | 12.00% (incl. 6.00% PIK) | | 1/2026 | | 12,228 | | | 10,256 | | | 11,005 | | | 0.2 | % |
| HGH Purchaser, Inc. (dba Horizon Services)(10)(14)(27) | | First lien senior secured loan | | S + | 6.50% | | 11/2025 | | 147,121 | | | 145,874 | | | 145,650 | | | 2.5 | % |
| HGH Purchaser, Inc. (dba Horizon Services)(10)(14)(22)(27) | | First lien senior secured delayed draw term loan | | S + | 6.50% | | 11/2025 | | 38,681 | | | 38,407 | | | 38,284 | | | 0.7 | % |
| HGH Purchaser, Inc. (dba Horizon Services)(10)(14)(22)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 11/2025 | | 10,028 | | | 9,906 | | | 9,863 | | | 0.2 | % |
| Mario Purchaser, LLC (dba Len the Plumber)(10)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 4/2029 | | 13,042 | | | 12,800 | | | 12,911 | | | 0.2 | % |
| Mario Purchaser, LLC (dba Len the Plumber)(10)(14)(22)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 4/2024 | | 2,021 | | | 1,939 | | | 2,000 | | | — | % |
| Mario Purchaser, LLC (dba Len the Plumber)(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 4/2028 | | — | | | (24) | | | (14) | | | — | % |
| Mario Midco Holdings, Inc. (dba Len the Plumber)(10)(14)(27) | | Unsecured facility | | S + | 10.75% (incl. 10.75% PIK) | | 4/2032 | | 4,081 | | | 3,973 | | | 4,020 | | | 0.1 | % |
| SimpliSafe Holding Corporation(10)(14)(27) | | First lien senior secured loan | | S + | 6.25% | | 5/2028 | | 6,142 | | | 6,030 | | | 6,065 | | | 0.1 | % |
| SimpliSafe Holding Corporation(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.25% | | 5/2024 | | — | | | (7) | | | (2) | | | — | % |
| Walker Edison Furniture Company LLC(10)(12)(27)(30) | | First lien senior secured loan | | L + | 8.75% (incl. 3.00% PIK) | | 3/2027 | | 86,203 | | | 83,193 | | | 43,963 | | | 0.7 | % |
| | | | | | | | | 319,547 | | | 312,347 | | | 273,745 | | | 4.7 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Human resource support services | | | | | | | | | | | | | | | |
| Cornerstone OnDemand, Inc.(10)(11)(27) | | Second lien senior secured loan | | L + | 6.50% | | 10/2029 | | 115,833 | | | 114,294 | | | 111,200 | | | 1.9 | % |
| IG Investments Holdings, LLC (dba Insight Global)(10)(11)(27) | | First lien senior secured loan | | L + | 6.00% | | 9/2028 | | 50,388 | | | 49,519 | | | 49,758 | | | 0.8 | % |
| IG Investments Holdings, LLC (dba Insight Global)(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 6.00% | | 9/2027 | | 1,590 | | | 1,527 | | | 1,540 | | | — | % |
| | | | | | | | | 167,811 | | | 165,340 | | | 162,498 | | | 2.7 | % |
| Infrastructure and environmental services | | | | | | | | | | | | | | | |
| FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)(10)(11)(30) | | First lien senior secured loan | | L + | 9.50% (incl. 2.00% PIK) | | 1/2023 | | 115,847 | | | 115,422 | | | 103,104 | | | 1.8 | % |
| LineStar Integrity Services LLC(10)(13)(27) | | First lien senior secured loan | | L + | 7.25% | | 2/2026 | | 56,897 | | | 57,036 | | | 53,768 | | | 0.9 | % |
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)(16)(27) | | First lien senior secured loan | | S + | 5.75% | | 3/2028 | | 855 | | | 840 | | | 838 | | | — | % |
| Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)(14)(22)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 3/2028 | | 25 | | | 23 | | | 22 | | | — | % |
| | | | | | | | | 173,624 | | | 173,321 | | | 157,732 | | | 2.7 | % |
| Insurance | | | | | | | | | | | | | | | |
| Alera Group, Inc.(10)(14)(27) | | First lien senior secured loan | | S + | 6.00% | | 10/2028 | | 34,814 | | | 34,150 | | | 34,552 | | | 0.6 | % |
| AmeriLife Holdings LLC(10)(15)(27) | | First lien senior secured loan | | S + | 5.75% | | 8/2029 | | 727 | | | 713 | | | 715 | | | — | % |
| AmeriLife Holdings LLC(10)(16)(22)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.75% | | 9/2024 | | 121 | | | 118 | | | 119 | | | — | % |
| AmeriLife Holdings LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 5.75% | | 8/2028 | | — | | | (2) | | | (2) | | | — | % |
| Ardonagh Midco 3 PLC(10)(13)(27)(29) | | First lien senior secured USD term loan | | L + | 5.75% | | 7/2026 | | 26,784 | | | 26,382 | | | 26,583 | | | 0.5 | % |
| Ardonagh Midco 3 PLC(10)(19)(27)(29) | | First lien senior secured EUR term loan | | E + | 7.00% | | 7/2026 | | 9,749 | | | 10,056 | | | 9,724 | | | 0.2 | % |
| Ardonagh Midco 3 PLC(10)(20)(27)(29) | | First lien senior secured GBP term loan | | S + | 7.00% | | 7/2026 | | 104,242 | | | 107,189 | | | 104,242 | | | 1.8 | % |
| Ardonagh Midco 3 PLC(10)(18)(24)(27)(29) | | First lien senior secured GBP delayed draw term loan | | E + | 5.75% | | 8/2023 | | 9,803 | | | 11,009 | | | 9,729 | | | 0.2 | % |
| Ardonagh Midco 2 PLC(6)(21)(27)(29) | | Unsecured notes | | | 11.50% | | 1/2027 | | 11,198 | | | 11,134 | | | 10,579 | | | 0.2 | % |
| Brightway Holdings, LLC(10)(11)(27) | | First lien senior secured loan | | L + | 6.50% | | 12/2027 | | 26,641 | | | 26,355 | | | 26,108 | | | 0.4 | % |
| Brightway Holdings, LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.50% | | 12/2027 | | — | | | (33) | | | (63) | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Evolution BuyerCo, Inc. (dba SIAA)(10)(15)(27) | | First lien senior secured loan | | S + | 6.25% | | 4/2028 | | 141,715 | | | 140,083 | | | 139,589 | | | 2.4 | % |
| Evolution BuyerCo, Inc. (dba SIAA)(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 4/2027 | | — | | | (110) | | | (161) | | | — | % |
| Integrity Marketing Acquisition, LLC(10)(13)(27) | | First lien senior secured loan | | L + | 5.80% | | 8/2025 | | 216,642 | | | 214,862 | | | 216,100 | | | 3.7 | % |
| Integrity Marketing Acquisition, LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.50% | | 8/2025 | | — | | | (98) | | | (37) | | | — | % |
| Norvax, LLC (dba GoHealth)(10)(12)(27) | | First lien senior secured loan | | L + | 7.50% | | 9/2025 | | 76,588 | | | 74,905 | | | 75,440 | | | 1.3 | % |
| Norvax, LLC (dba GoHealth)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.50% | | 9/2024 | | — | | | (63) | | | (184) | | | — | % |
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(10)(13)(27) | | First lien senior secured loan | | L + | 6.00% | | 11/2028 | | 134,907 | | | 133,740 | | | 134,570 | | | 2.3 | % |
| Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.00% | | 11/2027 | | — | | | (50) | | | (15) | | | — | % |
| PCF Midco II, LLC (dba PCF Insurance Services)(21)(27) | | First lien senior secured loan | | | 9.00% (incl. 9.00% PIK) | | 10/2031 | | 131,818 | | | 121,345 | | | 118,636 | | | 2.0 | % |
| Tempo Buyer Corp. (dba Global Claims Services)(10)(12)(27) | | First lien senior secured loan | | L + | 5.50% | | 8/2028 | | 1,078 | | | 1,060 | | | 1,051 | | | — | % |
| Tempo Buyer Corp. (dba Global Claims Services)(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.50% | | 8/2023 | | — | | | (2) | | | (5) | | | — | % |
| Tempo Buyer Corp. (dba Global Claims Services)(10)(17)(22)(27) | | First lien senior secured revolving loan | | P + | 4.50% | | 8/2027 | | 12 | | | 10 | | | 8 | | | — | % |
| THG Acquisition, LLC (dba Hilb)(10)(11)(27) | | First lien senior secured loan | | L + | 5.75% | | 12/2026 | | 74,744 | | | 73,593 | | | 73,810 | | | 1.3 | % |
| THG Acquisition, LLC (dba Hilb)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.75% | | 12/2025 | | — | | | (112) | | | (108) | | | — | % |
| USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(10)(12)(27) | | First lien senior secured loan | | L + | 5.50% | | 7/2027 | | 38,696 | | | 38,075 | | | 37,922 | | | 0.6 | % |
| USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.50% | | 7/2027 | | — | | | (65) | | | (85) | | | — | % |
| KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(10)(13)(27) | | First lien senior secured loan | | L + | 9.50% (incl. 9.50% PIK) | | 7/2028 | | 34,918 | | | 34,399 | | | 34,482 | | | 0.6 | % |
| | | | | | | | | 1,075,197 | | | 1,058,643 | | | 1,053,299 | | | 18.1 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Internet software and services | | | | | | | | | | | | | | | |
| 3ES Innovation Inc. (dba Aucerna)(10)(12)(27)(29) | | First lien senior secured loan | | L + | 6.50% | | 5/2025 | | 60,635 | | | 60,243 | | | 60,332 | | | 1.0 | % |
| 3ES Innovation Inc. (dba Aucerna)(10)(12)(22)(27)(29) | | First lien senior secured revolving loan | | L + | 6.50% | | 5/2025 | | 1,700 | | | 1,681 | | | 1,681 | | | — | % |
| Accela, Inc.(10)(11) | | First lien senior secured loan | | L + | 7.50% (incl. 4.25% PIK) | | 9/2024 | | 27,800 | | | 27,650 | | | 27,521 | | | 0.5 | % |
| Accela, Inc.(10)(22) | | First lien senior secured revolving loan | | L + | 7.00% | | 9/2024 | | — | | | — | | | (30) | | | — | % |
| Anaplan, Inc.(10)(14)(27) | | First lien senior secured loan | | S + | 6.50% | | 6/2029 | | 135,082 | | | 133,807 | | | 134,744 | | | 2.3 | % |
| Anaplan, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 6/2028 | | — | | | (89) | | | (24) | | | — | % |
| Apptio, Inc.(10)(12)(27) | | First lien senior secured loan | | L + | 6.00% | | 1/2025 | | 50,916 | | | 50,404 | | | 50,916 | | | 0.9 | % |
| Apptio, Inc.(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 6.00% | | 1/2025 | | 1,667 | | | 1,649 | | | 1,667 | | | — | % |
| Armstrong Bidco Limited (dba The Access Group)(10)(20)(27)(29) | | First lien senior secured loan | | SA + | 5.25% | | 6/2029 | | 2,340 | | | 2,336 | | | 2,310 | | | — | % |
| Armstrong Bidco Limited (dba The Access Group)(10)(20)(22)(24)(27)(29) | | First lien senior secured delayed draw term loan | | SA + | 5.25% | | 6/2025 | | 947 | | | 945 | | | 935 | | | — | % |
| Bayshore Intermediate #2, L.P. (dba Boomi)(10)(11)(27) | | First lien senior secured loan | | L + | 7.75% (incl. 7.75% PIK) | | 10/2028 | | 92,829 | | | 91,215 | | | 90,973 | | | 1.5 | % |
| Bayshore Intermediate #2, L.P. (dba Boomi)(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 6.75% | | 10/2027 | | 2,306 | | | 2,183 | | | 2,168 | | | — | % |
| BCPE Nucleon (DE) SPV, LP(10)(13)(27)(29) | | First lien senior secured loan | | L + | 7.00% | | 9/2026 | | 189,778 | | | 187,787 | | | 189,303 | | | 3.2 | % |
| BCTO BSI Buyer, Inc. (dba Buildertrend)(10)(15)(27) | | First lien senior secured loan | | S + | 8.00% (incl. 8.00% PIK) | | 12/2026 | | 52,752 | | | 52,332 | | | 52,752 | | | 0.9 | % |
| BCTO BSI Buyer, Inc. (dba Buildertrend)(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 8.00% | | 12/2026 | | — | | | (84) | | | — | | | — | % |
| Centrify Corporation(10)(12)(27) | | First lien senior secured loan | | L + | 6.00% | | 3/2028 | | 66,229 | | | 64,922 | | | 65,401 | | | 1.1 | % |
| Centrify Corporation(10)(12)(27) | | First lien senior secured revolving loan | | L + | 6.00% | | 3/2027 | | 6,817 | | | 6,678 | | | 6,732 | | | 0.1 | % |
| CivicPlus, LLC(10)(12)(27) | | First lien senior secured loan | | L + | 6.75% (incl. 2.50% PIK) | | 8/2027 | | 34,693 | | | 34,394 | | | 34,606 | | | 0.6 | % |
| CivicPlus, LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.25% | | 8/2027 | | — | | | (22) | | | (7) | | | — | % |
| CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(10)(16)(27) | | Unsecured notes | | S + | 11.75% (incl. 11.75% PIK) | | 6/2034 | | 17,837 | | | 17,357 | | | 17,569 | | | 0.3 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Delta TopCo, Inc. (dba Infoblox, Inc.)(10)(15)(27) | | Second lien senior secured loan | | S + | 7.25% | | 12/2028 | | 15,000 | | | 14,941 | | | 13,950 | | | 0.2 | % |
| EET Buyer, Inc. (dba e-Emphasys)(10)(13)(27) | | First lien senior secured loan | | L + | 5.25% | | 11/2027 | | 4,511 | | | 4,474 | | | 4,511 | | | 0.1 | % |
| EET Buyer, Inc. (dba e-Emphasys)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.25% | | 11/2027 | | — | | | (4) | | | — | | | — | % |
| Forescout Technologies, Inc.(10)(12)(27) | | First lien senior secured loan | | L + | 9.50% (incl. 9.50% PIK) | | 8/2026 | | 103,707 | | | 102,767 | | | 103,490 | | | 1.8 | % |
| Forescout Technologies, Inc.(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 8.00% | | 7/2024 | | — | | | (215) | | | — | | | — | % |
| Forescout Technologies, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 8.50% | | 8/2025 | | — | | | (49) | | | — | | | — | % |
| Genesis Acquisition Co. (dba Procare Software)(10)(13)(27) | | First lien senior secured loan | | L + | 3.75% | | 7/2024 | | 17,942 | | | 17,838 | | | 17,583 | | | 0.3 | % |
| Genesis Acquisition Co. (dba Procare Software)(10)(13)(27) | | First lien senior secured revolving loan | | L + | 3.75% | | 7/2024 | | 2,637 | | | 2,623 | | | 2,584 | | | — | % |
| GovBrands Intermediate, Inc.(10)(12)(27) | | First lien senior secured loan | | L + | 5.50% | | 8/2027 | | 10,551 | | | 10,339 | | | 10,076 | | | 0.2 | % |
| GovBrands Intermediate, Inc.(10)(12)(22)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.50% | | 8/2023 | | 2,380 | | | 2,322 | | | 2,237 | | | — | % |
| GovBrands Intermediate, Inc.(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 5.50% | | 8/2027 | | 714 | | | 699 | | | 678 | | | — | % |
| Granicus, Inc.(10)(11)(27) | | First lien senior secured loan | | L + | 5.50% | | 1/2027 | | 13,394 | | | 13,158 | | | 13,059 | | | 0.2 | % |
| Granicus, Inc.(10)(11)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 6.00% | | 1/2023 | | 2,530 | | | 2,491 | | | 2,467 | | | — | % |
| Granicus, Inc.(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 6.50% | | 1/2027 | | 398 | | | 379 | | | 369 | | | — | % |
| H&F Opportunities LUX III S.À R.L (dba Checkmarx)(10)(11)(27)(29) | | First lien senior secured loan | | L + | 7.50% | | 4/2026 | | 51,567 | | | 50,623 | | | 51,567 | | | 0.9 | % |
| H&F Opportunities LUX III S.À R.L (dba Checkmarx)(10)(22)(23)(27)(29) | | First lien senior secured revolving loan | | L + | 7.50% | | 4/2026 | | — | | | (267) | | | — | | | — | % |
| Hyland Software, Inc.(10)(11)(27) | | Second lien senior secured loan | | L + | 6.25% | | 7/2025 | | 15,482 | | | 15,472 | | | 14,630 | | | 0.2 | % |
| Litera Bidco LLC(10)(14)(27) | | First lien senior secured loan | | S + | 5.75% | | 5/2026 | | 148,677 | | | 147,381 | | | 148,354 | | | 2.5 | % |
| Litera Bidco LLC(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 5.75% | | 5/2026 | | 1,578 | | | 1,547 | | | 1,549 | | | — | % |
| MessageBird BidCo B.V.(10)(11)(27)(29) | | First lien senior secured loan | | L + | 6.75% | | 5/2027 | | 77,000 | | | 75,685 | | | 75,268 | | | 1.3 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| MINDBODY, Inc.(10)(12)(27) | | First lien senior secured loan | | L + | 7.00% | | 2/2025 | | 67,637 | | | 67,330 | | | 67,637 | | | 1.1 | % |
| MINDBODY, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 7.00% | | 2/2025 | | — | | | (22) | | | — | | | — | % |
| Ministry Brands Holdings, LLC(10)(11)(27) | | First lien senior secured loan | | L + | 5.50% | | 12/2028 | | 701 | | | 689 | | | 683 | | | — | % |
| Ministry Brands Holdings, LLC(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.50% | | 12/2023 | | — | | | (2) | | | (3) | | | — | % |
| Ministry Brands Holdings, LLC(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 5.50% | | 12/2027 | | 34 | | | 33 | | | 32 | | | — | % |
| Proofpoint, Inc.(10)(12)(27) | | Second lien senior secured loan | | L + | 6.25% | | 8/2029 | | 19,600 | | | 19,514 | | | 18,767 | | | 0.3 | % |
| QAD, Inc.(10)(11)(27) | | First lien senior secured loan | | L + | 6.00% | | 11/2027 | | 26,372 | | | 25,929 | | | 25,713 | | | 0.4 | % |
| QAD, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.00% | | 11/2027 | | — | | | (55) | | | (86) | | | — | % |
| SailPoint Technologies Holdings, Inc.(10)(14)(27) | | First lien senior secured loan | | S + | 6.25% | | 8/2029 | | 45,640 | | | 44,713 | | | 44,727 | | | 0.8 | % |
| SailPoint Technologies Holdings, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 6.25% | | 8/2028 | | — | | | (82) | | | (87) | | | — | % |
| Securonix, Inc.(10)(15)(27) | | First lien senior secured loan | | S + | 6.50% | | 4/2028 | | 847 | | | 840 | | | 839 | | | — | % |
| Securonix, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 4/2028 | | — | | | (1) | | | (2) | | | — | % |
| Tahoe Finco, LLC(10)(11)(27)(29) | | First lien senior secured loan | | L + | 6.00% | | 9/2028 | | 123,256 | | | 122,199 | | | 121,099 | | | 2.1 | % |
| Tahoe Finco, LLC(10)(22)(23)(27)(29) | | First lien senior secured revolving loan | | L + | 6.00% | | 10/2027 | | — | | | (73) | | | (162) | | | — | % |
| Thunder Purchaser, Inc. (dba Vector Solutions)(10)(12)(27) | | First lien senior secured loan | | L + | 5.75% | | 6/2028 | | 64,151 | | | 63,623 | | | 62,868 | | | 1.1 | % |
| Thunder Purchaser, Inc. (dba Vector Solutions)(10)(12)(22)(24)(27) | | First lien senior secured delayed draw term loan | | L + | 5.75% | | 8/2023 | | 3,928 | | | 3,891 | | | 3,779 | | | 0.1 | % |
| Thunder Purchaser, Inc. (dba Vector Solutions)(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 5.75% | | 6/2027 | | 1,316 | | | 1,287 | | | 1,239 | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| When I Work, Inc.(10)(12)(27) | | First lien senior secured loan | | L + | 7.00% (incl. 7.00% PIK) | | 11/2027 | | 5,200 | | | 5,158 | | | 5,096 | | | 0.1 | % |
| When I Work, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.00% | | 11/2027 | | — | | | (7) | | | (18) | | | — | % |
| Zendesk, Inc.(10)(15)(27) | | First lien senior secured loan | | S + | 6.50% | | 11/2028 | | 69,409 | | | 68,040 | | | 67,674 | | | 1.2 | % |
| Zendesk, Inc.(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.50% | | 11/2024 | | — | | | (631) | | | (260) | | | — | % |
| Zendesk, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 11/2028 | | — | | | (140) | | | (179) | | | — | % |
| | | | | | | | | 1,640,487 | | | 1,619,825 | | | 1,621,277 | | | 27.3 | % |
| Leisure and entertainment | | | | | | | | | | | | | | | |
| Troon Golf, L.L.C.(10)(13)(27) | | First lien senior secured loan | | L + | 5.75% | | 8/2027 | | 280,236 | | | 279,111 | | | 280,236 | | | 4.8 | % |
| Troon Golf, L.L.C.(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.75% | | 8/2026 | | — | | | (78) | | | — | | | — | % |
| | | | | | | | | 280,236 | | | 279,033 | | | 280,236 | | | 4.8 | % |
| Manufacturing | | | | | | | | | | | | | | | |
| BCPE Watson (DE) ORML, LP(9)(10)(16)(27)(29) | | First lien senior secured loan | | S + | 6.50% | | 7/2028 | | 15,000 | | | 14,860 | | | 14,850 | | | 0.3 | % |
| Gloves Buyer, Inc. (dba Protective Industrial Products)(10)(11)(27) | | Second lien senior secured loan | | L + | 8.25% | | 12/2028 | | 29,250 | | | 28,653 | | | 28,811 | | | 0.5 | % |
| Ideal Tridon Holdings, Inc.(10)(12)(27) | | First lien senior secured loan | | L + | 5.25% | | 7/2024 | | 52,697 | | | 52,448 | | | 52,697 | | | 0.9 | % |
| Ideal Tridon Holdings, Inc.(10)(11)(22)(27) | | First lien senior secured revolving loan | | L + | 5.25% | | 7/2023 | | 3,191 | | | 3,191 | | | 3,191 | | | 0.1 | % |
| MHE Intermediate Holdings, LLC (dba OnPoint Group)(10)(16)(27) | | First lien senior secured loan | | S + | 6.00% | | 7/2027 | | 181,776 | | | 180,317 | | | 179,957 | | | 3.1 | % |
| MHE Intermediate Holdings, LLC (dba OnPoint Group)(10)(16)(22)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 7/2027 | | 2,175 | | | 2,057 | | | 2,020 | | | — | % |
| PHM Netherlands Midco B.V. (dba Loparex)(10)(12)(27) | | First lien senior secured loan | | L + | 4.50% | | 7/2026 | | 778 | | | 740 | | | 751 | | | — | % |
| PHM Netherlands Midco B.V. (dba Loparex)(10)(12)(27) | | Second lien senior secured loan | | L + | 8.75% | | 7/2027 | | 112,000 | | | 106,756 | | | 109,200 | | | 1.9 | % |
| Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)(10)(11)(27) | | First lien senior secured loan | | L + | 4.50% | | 6/2026 | | 13,781 | | | 13,706 | | | 13,470 | | | 0.2 | % |
| Sonny's Enterprises LLC(10)(15)(27) | | First lien senior secured loan | | S + | 6.75% | | 8/2026 | | 229,908 | | | 226,995 | | | 229,908 | | | 3.9 | % |
| Sonny's Enterprises LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 6.75% | | 8/2025 | | — | | | (186) | | | — | | | — | % |
| | | | | | | | | 640,556 | | | 629,537 | | | 634,855 | | | 10.9 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Oil and gas | | | | | | | | | | | | | | | |
| Project Power Buyer, LLC (dba PEC-Veriforce)(10)(11)(27) | | First lien senior secured loan | | L + | 6.00% | | 5/2026 | | 44,630 | | | 44,292 | | | 44,630 | | | 0.8 | % |
| Project Power Buyer, LLC (dba PEC-Veriforce)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.00% | | 5/2025 | | — | | | (16) | | | — | | | — | % |
| Zenith Energy U.S. Logistics Holdings, LLC(10)(11)(27) | | First lien senior secured loan | | L + | 5.50% | | 12/2024 | | 58,042 | | | 57,575 | | | 58,042 | | | 1.0 | % |
| | | | | | | | | 102,672 | | | 101,851 | | | 102,672 | | | 1.8 | % |
| Professional services | | | | | | | | | | | | | | | |
| AmSpec Group, Inc. (fka AmSpec Services Inc.)(10)(12)(27) | | First lien senior secured loan | | L + | 5.75% | | 7/2024 | | 109,126 | | | 108,530 | | | 108,306 | | | 1.8 | % |
| AmSpec Group, Inc. (fka AmSpec Services Inc.)(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 4.75% | | 7/2024 | | 3,073 | | | 3,010 | | | 2,965 | | | 0.1 | % |
| Apex Group Treasury, LLC(10)(12)(27)(29) | | Second lien senior secured loan | | L + | 6.75% | | 7/2029 | | 44,147 | | | 43,501 | | | 41,940 | | | 0.7 | % |
| Apex Service Partners, LLC(10)(16)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 5.50% | | 10/2023 | | 997 | | | 985 | | | 989 | | | — | % |
| Apex Service Partners, LLC(10)(16)(22)(27) | | First lien senior secured revolving loan | | S + | 5.25% | | 7/2025 | | 31 | | | 31 | | | 31 | | | — | % |
| Apex Service Partners Intermediate 2, LLC(21)(27) | | First lien senior secured loan | | | 12.50% (incl. 12.50% PIK) | | 7/2027 | | 48,639 | | | 47,529 | | | 47,666 | | | 0.8 | % |
| Gerson Lehrman Group, Inc.(10)(11)(27) | | First lien senior secured loan | | L + | 5.25% | | 12/2024 | | 121,623 | | | 121,184 | | | 121,623 | | | 2.1 | % |
| Gerson Lehrman Group, Inc.(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.25% | | 12/2024 | | — | | | (69) | | | — | | | — | % |
| Guidehouse Inc.(10)(11)(27) | | First lien senior secured loan | | L + | 6.25% | | 10/2028 | | 4,603 | | | 4,563 | | | 4,557 | | | 0.1 | % |
| Relativity ODA LLC(10)(11)(27) | | First lien senior secured loan | | L + | 7.50% (incl. 7.50% PIK) | | 5/2027 | | 83,982 | | | 83,128 | | | 83,772 | | | 1.4 | % |
| Relativity ODA LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 6.50% | | 5/2027 | | — | | | (80) | | | (18) | | | — | % |
| Spotless Brands, LLC(10)(15)(27) | | First lien senior secured loan | | S + | 6.50% | | 7/2028 | | 48,592 | | | 47,675 | | | 47,621 | | | 0.8 | % |
| Spotless Brands, LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 7/2028 | | — | | | (24) | | | (26) | | | — | % |
| | | | | | | | | 464,813 | | | 459,963 | | | 459,426 | | | 7.8 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Specialty retail | | | | | | | | | | | | | | | |
| Galls, LLC(10)(12)(27) | | First lien senior secured loan | | L + | 6.75% (incl. 0.50% PIK) | | 1/2025 | | 112,582 | | | 111,958 | | | 110,331 | | | 1.9 | % |
| Galls, LLC(10)(12)(22)(27) | | First lien senior secured revolving loan | | L + | 6.75% | | 1/2024 | | 15,232 | | | 15,034 | | | 14,583 | | | 0.2 | % |
| Ideal Image Development, LLC(10)(14)(27) | | First lien senior secured loan | | S + | 6.50% | | 9/2027 | | 11,678 | | | 11,457 | | | 11,474 | | | 0.2 | % |
| Ideal Image Development, LLC(10)(22)(23)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.50% | | 3/2024 | | — | | | (7) | | | (4) | | | — | % |
| Ideal Image Development, LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 6.50% | | 9/2027 | | — | | | (34) | | | (32) | | | — | % |
| Milan Laser Holdings LLC(10)(14)(27) | | First lien senior secured loan | | S + | 5.00% | | 4/2027 | | 24,055 | | | 23,873 | | | 24,055 | | | 0.4 | % |
| Milan Laser Holdings LLC(10)(22)(23)(27) | | First lien senior secured revolving loan | | S + | 5.00% | | 4/2026 | | — | | | (14) | | | — | | | — | % |
| Notorious Topco, LLC (dba Beauty Industry Group)(10)(15)(27) | | First lien senior secured loan | | S + | 6.75% | | 11/2027 | | 109,355 | | | 107,959 | | | 108,809 | | | 1.8 | % |
| Notorious Topco, LLC (dba Beauty Industry Group)(10)(15)(22)(24)(27) | | First lien senior secured delayed draw term loan | | S + | 6.75% | | 11/2023 | | 9,530 | | | 9,336 | | | 9,482 | | | 0.2 | % |
| Notorious Topco, LLC (dba Beauty Industry Group)(10)(15)(22)(27) | | First lien senior secured revolving loan | | S + | 6.75% | | 5/2027 | | 1,596 | | | 1,481 | | | 1,548 | | | — | % |
| The Shade Store, LLC(10)(15)(27) | | First lien senior secured loan | | S + | 6.00% | | 10/2027 | | 9,000 | | | 8,907 | | | 8,753 | | | 0.1 | % |
| The Shade Store, LLC(10)(15)(22)(27) | | First lien senior secured revolving loan | | S + | 6.00% | | 10/2026 | | 255 | | | 246 | | | 230 | | | — | % |
| | | | | | | | | 293,283 | | | 290,196 | | | 289,229 | | | 4.8 | % |
| Transportation | | | | | | | | | | | | | | | |
| Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.)(10)(13)(27) | | First lien senior secured loan | | L + | 5.75% | | 12/2025 | | 142,598 | | | 141,262 | | | 142,598 | | | 2.4 | % |
| Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.)(10)(22)(23)(27) | | First lien senior secured revolving loan | | L + | 5.75% | | 12/2025 | | — | | | (227) | | | — | | | — | % |
| Lytx, Inc.(10)(14)(27) | | First lien senior secured loan | | S + | 6.75% | | 2/2026 | | 71,005 | | | 70,312 | | | 70,472 | | | 1.2 | % |
| Motus Group, LLC(10)(11)(27) | | Second lien senior secured loan | | L + | 6.50% | | 12/2029 | | 10,810 | | | 10,712 | | | 10,594 | | | 0.2 | % |
| | | | | | | | | 224,413 | | | 222,059 | | | 223,664 | | | 3.8 | % |
| Total non-controlled/non-affiliated portfolio company debt investments | | | | | | | | | $ | 11,660,738 | | | $ | 11,513,192 | | | $ | 11,307,884 | | | 191.8 | % |
| | | | | | | | | | | | | | | |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Equity Investments | | | | | | | | | | | | | | | |
| Aerospace and defense | | | | | | | | | | | | | | | |
| Space Exploration Technologies Corp.(27)(28)(31) | | Class A Common Stock | | | N/A | | N/A | | 46,605 | | | 2,557 | | | 3,509 | | | 0.1 | % |
| Space Exploration Technologies Corp.(27)(28)(31) | | Class C Common Stock | | | N/A | | N/A | | 9,360 | | | 446 | | | 705 | | | — | % |
| | | | | | | | | | | 3,003 | | | 4,214 | | | 0.1 | % |
| Asset based lending and fund finance | | | | | | | | | | | | | | | |
| Amergin Asset Management, LLC(27)(28)(29)(31) | | Class A Units | | | N/A | | N/A | | 50,000,000 | | | — | | | — | | | — | % |
| | | | | | | | | | | — | | | — | | | — | % |
| Automotive | | | | | | | | | | | | | | | |
| CD&R Value Building Partners I, L.P. (dba Belron)(27)(28)(29)(31) | | LP Interest | | | N/A | | N/A | | 33,108 | | | 33,107 | | | 33,955 | | | 0.6 | % |
| Metis HoldCo, Inc. (dba Mavis Tire Express Services)(21)(27)(28) | | Series A Convertible Preferred Stock | | | 7.00% (incl. 7.00% PIK) | | N/A | | 167,977 | | | 163,743 | | | 161,677 | | | 2.7 | % |
| | | | | | | | | | | 196,850 | | | 195,632 | | | 3.3 | % |
| Buildings and real estate | | | | | | | | | | | | | | | |
| Associations Finance, Inc.(21)(27)(28) | | Preferred Stock | | | 12.00% (incl. 12.00% PIK) | | N/A | | 54,800,000 | | | 55,348 | | | 55,641 | | | 0.9 | % |
| Dodge Construction Network Holdings, LP(27)(28)(31) | | Class A-2 Common Units | | | N/A | | N/A | | 2,181,629 | | | 1,859 | | | 1,855 | | | — | % |
| Dodge Construction Network Holdings, LP(21)(27)(28) | | Series A Preferred Units | | | 8.25% (incl. 8.25% PIK) | | N/A | | — | | | 45 | | | 45 | | | — | % |
| | | | | | | | | | | 57,252 | | | 57,541 | | | 0.9 | % |
| Business services | | | | | | | | | | | | | | | |
| Denali Holding, LP (dba Summit Companies)(27)(28)(31) | | Class A Units | | | N/A | | N/A | | 337,460 | | | 3,431 | | | 4,344 | | | 0.1 | % |
| Hercules Buyer, LLC (dba The Vincit Group)(27)(28)(31)(33) | | Common Units | | | N/A | | N/A | | 2,190,000 | | | 2,192 | | | 2,302 | | | — | % |
| Knockout Intermediate Holdings I Inc. (dba Kaseya)(21)(27)(28) | | Perpetual Preferred Stock | | | 11.75% (incl. 11.75% PIK) | | N/A | | 14,000 | | | 13,667 | | | 13,825 | | | 0.2 | % |
| | | | | | | | | | | 19,290 | | | 20,471 | | | 0.3 | % |
| Consumer Products | | | | | | | | | | | | | | | |
| ASP Conair Holdings LP(27)(28)(31) | | Class A Units | | | N/A | | N/A | | 60,714 | | | 6,071 | | | 5,444 | | | 0.1 | % |
| | | | | | | | | | | 6,071 | | | 5,444 | | | 0.1 | % |
| Financial services | | | | | | | | | | | | | | | |
| Blend Labs, Inc.(5)(27)(31) | | Common stock | | | N/A | | N/A | | 72,317 | | | 1,000 | | | 104 | | | — | % |
| Blend Labs, Inc.(27)(28)(31) | | Warrants | | | N/A | | N/A | | 179,529 | | | 975 | | | 5 | | | — | % |
| | | | | | | | | | | 1,975 | | | 109 | | | — | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Food and beverage | | | | | | | | | | | | | | | |
| H-Food Holdings, LLC(27)(28)(31) | | LLC interest | | | N/A | | N/A | | 10,875 | | | 10,874 | | | 9,337 | | | 0.2 | % |
| Hissho Sushi Holdings, LLC(27)(28)(31) | | Class A units | | | N/A | | N/A | | 7,502 | | | 75 | | | 83 | | | — | % |
| | | | | | | | | | | 10,949 | | | 9,420 | | | 0.2 | % |
| Healthcare equipment and services | | | | | | | | | | | | | | | |
| KPCI Holdings, L.P.(27)(28)(31) | | Class A Units | | | N/A | | N/A | | 30,425 | | | 32,284 | | | 34,497 | | | 0.6 | % |
| Maia Aggregator, LP(27)(28)(31) | | Class A-2 Units | | | N/A | | N/A | | 168,539 | | | 169 | | | 179 | | | — | % |
| Patriot Holdings SCSp (dba Corza Health, Inc.)(27)(28)(29)(31) | | Class B Units | | | N/A | | N/A | | 97,833 | | | 18 | | | 1,145 | | | — | % |
| Patriot Holdings SCSp (dba Corza Health, Inc.)(21)(27)(28)(29) | | Class A Units | | | 8.00% (incl. 8.00% PIK) | | N/A | | 7,104 | | | 8,265 | | | 8,534 | | | 0.1 | % |
| Rhea Acquisition Holdings, LP(27)(28)(31) | | Series A-2 Units | | | N/A | | N/A | | 119,048 | | | 119 | | | 119 | | | — | % |
| | | | | | | | | | | 40,855 | | | 44,474 | | | 0.7 | % |
| Healthcare providers and services | | | | | | | | | | | | | | | |
| KOBHG Holdings, L.P. (dba OB Hospitalist)(27)(28)(31) | | Class A Interests | | | N/A | | N/A | | 6,670 | | | 6,670 | | | 6,196 | | | 0.1 | % |
| | | | | | | | | | | 6,670 | | | 6,196 | | | 0.1 | % |
| Healthcare technology | | | | | | | | | | | | | | | |
| BEHP Co-Investor II, L.P.(27)(28)(29)(31) | | LP Interest | | | N/A | | N/A | | 1,270 | | | 1,266 | | | 1,270 | | | — | % |
| WP Irving Co-Invest, L.P.(27)(28)(29)(31) | | Partnership Units | | | N/A | | N/A | | 1,250,000 | | | 1,250 | | | 1,250 | | | — | % |
| Minerva Holdco, Inc.(21)(27)(28) | | Series A Preferred Stock | | | 10.75% (incl. 10.75% PIK) | | N/A | | 7,483 | | | 7,354 | | | 6,734 | | | 0.1 | % |
| | | | | | | | | | | 9,870 | | | 9,254 | | | 0.1 | % |
| Household products | | | | | | | | | | | | | | | |
| Evology, LLC(27)(28)(31) | | Class B Units | | | N/A | | N/A | | 451 | | | 2,160 | | | 2,771 | | | — | % |
| | | | | | | | | | | 2,160 | | | 2,771 | | | — | % |
| Human resource support services | | | | | | | | | | | | | | | |
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(21)(27)(28) | | Series A Preferred Stock | | | 10.50% (incl. 10.50% PIK) | | N/A | | 41,402 | | | 40,538 | | | 37,469 | | | 0.6 | % |
| | | | | | | | | | | 40,538 | | | 37,469 | | | 0.6 | % |
| Insurance | | | | | | | | | | | | | | | |
| Accelerate topco Holdings, LLC(27)(28)(31) | | Common Units | | | N/A | | N/A | | 493 | | | 14 | | | 14 | | | — | % |
| Evolution Parent, LP (dba SIAA)(27)(28)(31) | | LP Interest | | | N/A | | N/A | | 42,838 | | | 4,284 | | | 4,284 | | | 0.1 | % |
| GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(27)(28)(31) | | LP Interest | | | N/A | | N/A | | 638 | | | 638 | | | 632 | | | — | % |
| GoHealth, Inc. (5)(27)(31) | | Common stock | | | N/A | | N/A | | 68,125 | | | 5,232 | | | 712 | | | — | % |
| PCF Holdco, LLC (dba PCF Insurance Services)(27)(28)(31) | | Class A Units | | | N/A | | N/A | | 14,772,724 | | | 37,464 | | | 67,456 | | | 1.1 | % |
| | | | | | | | | | | 47,632 | | | 73,098 | | | 1.2 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Internet and software services | | | | | | | | | | | | | | | |
| BCTO WIW Holdings, Inc. (dba When I Work)(27)(28)(31) | | Class A Common Stock | | | N/A | | N/A | | 13,000 | | | 1,300 | | | 1,171 | | | — | % |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(27)(28)(31) | | Common Units | | | N/A | | N/A | | 7,503,843 | | | 7,504 | | | 7,378 | | | 0.1 | % |
| Elliott Alto Co-Investor Aggregator L.P.(27)(28)(29)(31) | | LP Interest | | | N/A | | N/A | | 3,134 | | | 3,144 | | | 3,133 | | | 0.1 | % |
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(27)(28)(29)(31) | | LP Interest | | | N/A | | N/A | | 1,230 | | | 1,230 | | | 1,230 | | | — | % |
| MessageBird Holding B.V.(27)(28)(29)(31) | | Extended Series C Warrants | | | N/A | | N/A | | 122,890 | | | 753 | | | 89 | | | — | % |
| Picard Holdco, LLC(10)(15)(27)(28) | | Series A Preferred Stock | | S + | 12.00% (incl. 12.00% PIK) | | N/A | | 25,697 | | | 24,968 | | | 24,925 | | | 0.4 | % |
Project Alpine Co-Invest Fund, LP(27)(28)(29)(31) | | LP Interest | | | N/A | | N/A | | 10,006 | | | 10,006 | | | 10,000 | | | 0.2 | % |
| Project Hotel California Co-Invest Fund, L.P. (27)(28)(29)(31) | | LP Interest | | | N/A | | N/A | | 2,687 | | | 2,687 | | | 2,685 | | | — | % |
| Thunder Topco L.P. (dba Vector Solutions)(27)(28)(31) | | Common Units | | | N/A | | N/A | | 3,829,614 | | | 3,830 | | | 3,783 | | | 0.1 | % |
| VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)(21)(27)(28) | | Series A Preferred Stock | | | 6.00% (incl. 6.00% PIK) | | N/A | | 21,250 | | | 22,544 | | | 22,319 | | | 0.4 | % |
| WMC Bidco, Inc. (dba West Monroe)(21)(27)(28) | | Senior Preferred Stock | | | 11.25% (incl. 11.25% PIK) | | N/A | | 18,427 | | | 18,039 | | | 17,230 | | | 0.3 | % |
| Zoro TopCo, Inc. (dba Zendesk, Inc.)(21)(27)(28) | | Series A Preferred Stock | | | 12.50% (incl. 12.50% PIK) | | N/A | | 9,554 | | | 9,220 | | | 9,220 | | | 0.2 | % |
| Zoro TopCo, L.P. (dba Zendesk, Inc.)(27)(28)(31) | | Class A Common Units | | | N/A | | N/A | | 796,165 | | | 7,962 | | | 7,962 | | | 0.1 | % |
| | | | | | | | | | | 113,187 | | | 111,125 | | | 1.9 | % |
| Manufacturing | | | | | | | | | | | | | | | |
| Gloves Holdings, LP (dba Protective Industrial Products)(27)(28)(31) | | LP Interest | | | N/A | | N/A | | 32,500 | | | 3,250 | | | 3,848 | | | 0.1 | % |
| Windows Entities(27)(28)(32) | | LLC Units | | | N/A | | N/A | | 31,849 | | | 60,318 | | | 121,419 | | | 2.1 | % |
| | | | | | | | | | | 63,568 | | | 125,267 | | | 2.2 | % |
| Total non-controlled/non-affiliated portfolio company equity investments | | | | | | | | | | | $ | 619,870 | | | $ | 702,485 | | | 11.7 | % |
| Total non-controlled/non-affiliated portfolio company investments | | | | | | | | | | | $ | 12,133,062 | | | $ | 12,010,369 | | | 203.5 | % |
| | | | | | | | | | | | | | | |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Non-controlled/affiliated portfolio company investments | | | | | | | | | | | | | | | |
| Equity Investments | | | | | | | | | | | | | | | |
| Healthcare technology | | | | | | | | | | | | | | | |
| LSI Financing 1 DAC(26)(27)(28)(29)(31) | | Preferred equity | | | N/A | | N/A | | 6,174,611 | | | 6,224 | | | 6,175 | | | 0.1 | % |
| | | | | | | | | | | 6,224 | | | 6,175 | | | 0.1 | % |
| Total non-controlled/affiliated portfolio company investments | | | | | | | | | | | $ | 6,224 | | | $ | 6,175 | | | 0.1 | % |
| | | | | | | | | | | | | | | |
| Controlled/affiliated portfolio company investments | | | | | | | | | | | | | | | |
| Debt Investments | | | | | | | | | | | | | | | |
| Advertising and media | | | | | | | | | | | | | | | |
| Swipe Acquisition Corporation (dba PLI)(10)(14)(26)(27) | | First lien senior secured loan | | S + | 8.00% | | 6/2024 | | 49,360 | | | 48,911 | | | 49,236 | | | 0.8 | % |
| Swipe Acquisition Corporation (dba PLI)(10)(15)(22)(24)(26)(27) | | First lien senior secured delayed draw term loan | | S + | 8.00% | | 5/2023 | | 14,698 | | | 14,698 | | | 14,645 | | | 0.2 | % |
| Swipe Acquisition Corporation (dba PLI)(10)(22)(26)(27) | | Letter of Credit | | S + | 8.00% | | 6/2024 | | — | | | 2 | | | — | | | — | % |
| | | | | | | | | 64,058 | | | 63,611 | | | 63,881 | | | 1.0 | % |
| Distribution | | | | | | | | | | | | | | | |
| PS Operating Company LLC (fka QC Supply, LLC)(10)(12)(26) | | First lien senior secured loan | | L + | 6.00% | | 12/2024 | | 13,241 | | | 12,976 | | | 12,778 | | | 0.2 | % |
| PS Operating Company LLC (fka QC Supply, LLC)(10)(12)(22)(26) | | First lien senior secured revolving loan | | L + | 6.00% | | 12/2024 | | 3,807 | | | 3,708 | | | 3,633 | | | 0.1 | % |
| | | | | | | | | 17,048 | | | 16,684 | | | 16,411 | | | 0.3 | % |
| Total controlled/affiliated portfolio company debt investments | | | | | | | | | 81,106 | | | $ | 80,295 | | | $ | 80,292 | | | 1.3 | % |
| | | | | | | | | | | | | | | |
| Equity Investments | | | | | | | | | | | | | | | |
| Advertising and media | | | | | | | | | | | | | | | |
| New PLI Holdings, LLC (dba PLI)(26)(27)(28)(31) | | Class A Common Units | | | N/A | | N/A | | 86,745 | | | 48,008 | | | 97,799 | | | 1.7 | % |
| | | | | | | | | | | 48,008 | | | 97,799 | | | 1.7 | % |
| Asset based lending and fund finance | | | | | | | | | | | | | | | |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(22)(26)(27)(28)(29)(31) | | LLC Interest | | | N/A | | N/A | | 5 | | | 5 | | | — | | | — | % |
| AAM Series 2.1 Aviation Feeder, LLC(22)(26)(27)(28)(29)(31) | | LLC Interest | | | N/A | | N/A | | 1,568 | | | 1,574 | | | 1,568 | | | — | % |
| Wingspire Capital Holdings LLC(9)(22)(26)(28) | | LLC interest | | | N/A | | N/A | | 364,145 | | | 364,145 | | | 431,531 | | | 7.3 | % |
| | | | | | | | | | | 365,724 | | | 433,099 | | | 7.3 | % |
| Distribution | | | | | | | | | | | | | | | |
| PS Op Holdings LLC (fka QC Supply, LLC)(26)(28)(31) | | Class A Common Units | | | N/A | | N/A | | 248,271 | | | 4,300 | | | 3,950 | | | 0.1 | % |
| | | | | | | | | | | 4,300 | | | 3,950 | | | 0.1 | % |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Company(1)(4)(8) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(2)(3) | | Fair Value | | Percentage of Net Assets |
| Insurance | | | | | | | | | | | | | | | |
| Fifth Season Investments LLC(9)(25)(27)(28)(31) | | Class A Units | | | N/A | | N/A | | 28 | | | 89,680 | | | 89,680 | | | 1.5 | % |
| | | | | | | | | | | 89,680 | | | 89,680 | | | 1.5 | % |
| Investment funds and vehicles | | | | | | | | | | | | | | | |
| ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)(7)(9)(26)(28)(29) | | LLC Interest | | | N/A | | N/A | | 318,839 | | | 318,839 | | | 288,981 | | | 4.9 | % |
| | | | | | | | | | | 318,839 | | | 288,981 | | | 4.9 | % |
| Total controlled/affiliated portfolio company equity investments | | | | | | | | | | | $ | 826,551 | | | $ | 913,509 | | | 14.1 | % |
| Total controlled/affiliated portfolio company investments | | | | | | | | | | | $ | 906,846 | | | $ | 993,801 | | | 15.4 | % |
| Total Investments | | | | | | | | | | | $ | 13,046,132 | | | $ | 13,010,345 | | | 220.4 | % |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Interest Rate Swaps as of December 31, 2022 |
| | Company Receives | | Company Pays | | Maturity Date | | Notional Amount | | Hedged Instrument | | Footnote Reference |
| Interest rate swap | | 5.25% | | L + | 2.937% | | 4/10/2024 | | 400,000 | | | 2024 Notes | | Note 6 |
| Interest rate swap | | 2.63% | | L + | 1.655% | | 1/15/2027 | | 500,000 | | | 2027 Notes | | Note 6 |
| Total | | | | | | | | | 900,000 | | | | | |
________________
(1)Certain portfolio company investments are subject to contractual restrictions on sales. Refer to footnote 28 for additional information on our restricted securities.
(2)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount , as applicable, on debt investments using the effective interest method.
(3)As of December 31, 2022, the net estimated unrealized loss for U.S. federal income tax purposes was $126.2 million based on a tax cost basis of $13.1 billion. As of December 31, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $382.2 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $256.0 million.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Level 1 investment.
(6)Level 2 investment.
(7)Investment measured at net asset value (“NAV”).
(8)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facilities and CLOs. See Note 6 “Debt”.
(9)Investment is not pledged as collateral for the credit facilities.
(10)Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”, which can include one-, three-, six- or twelve- month LIBOR), Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six- month SOFR), Euro Interbank Offered Rate (“EURIBOR”), Great Britain Pound London Interbank Offered Rate (“GBPLIBOR” or “G”, which can include three- or six-month GBPLIBOR), SONIA ("SONIA” or "SA") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(11)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.
(12)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.
(13)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2022 was 5.14%.
(14)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.
(15)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.
(16)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.
(17)The interest rate on these loans is subject to Prime, which as of December 31, 2022 was 7.50%.
(18)The interest rate on this loan is subject to 3 month EURIBOR, which as of December 31, 2022 was 2.13%.
(19)The interest rate on this loan is subject to 6 month EURIBOR, which as of December 31, 2022 was 2.69%.
(20)The interest rate on this loan is subject to SONIA, which as of December 31, 2022 was 3.43%.
(21)Contains a fixed-rate structure.
(22)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(23)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
(24)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(25)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the period ended December 31, 2022 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | | Fair value as of December 31, 2021 | | Gross Additions (a) | | Gross Reductions(b) | | Change in Unrealized Gains (Losses) | | Fair value as of December 31, 2022 | | Interest Income | | Dividend Income | | Other Income |
| LSI Financing 1 DAC | | — | | | 6,224 | | | — | | | (49) | | | 6,175 | | | — | | | — | | | — | |
| Total Non-Controlled Affiliates | | $ | — | | | $ | 6,224 | | | $ | — | | | $ | (49) | | | $ | 6,175 | | | $ | — | | | $ | — | | | $ | — | |
________________
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(26)As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” and has “Control” of this portfolio company as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“controlled affiliate”). The Company’s investment in controlled affiliates for the period ended December 31, 2022, were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| ($ in thousands) | | Fair value as of December 31, 2021 | | Gross Additions (a) | | Gross Reductions(b) | | Change in Unrealized Gains (Losses) | | Fair value as of December 31, 2022 | | Interest Income | | Dividend Income | | Other Income |
| Controlled Affiliates | | | | | | | | | | | | | | | | |
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(d) | | $ | — | | | $ | 5 | | | $ | — | | | $ | (5) | | | $ | — | | | $ | — | | | $ | — | | | $ | — | |
AAM Series 2.1 Aviation Feeder, LLC(d) | | — | | | 1,574 | | | — | | | (6) | | | 1,568 | | | — | | | — | | | — | |
| Fifth Season Investments LLC (fka Chapford SMA Partnership, L.P.) | | — | | | 89,680 | | | — | | | — | | | 89,680 | | | — | | | 201 | | | — | |
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)(c) | | 247,061 | | | 118,125 | | | (49,000) | | | (27,205) | | | 288,981 | | | — | | | 33,673 | | | — | |
| PS Operating Company LLC (fka QC Supply, LLC) | | 19,495 | | | 2,979 | | | (1,444) | | | (669) | | | 20,361 | | | 1,375 | | | — | | | 9 | |
| Swipe Acquisition Corporation (dba PLI) | | 108,061 | | | 4,284 | | | (891) | | | 50,226 | | | 161,680 | | | 6,831 | | | 6,673 | | | 680 | |
| Wingspire Capital Holdings LLC | | 242,163 | | | 201,107 | | | (35,000) | | | 23,261 | | | 431,531 | | | — | | | 36,500 | | | — | |
| Total Controlled Affiliates | | $ | 616,780 | | | $ | 417,754 | | | $ | (86,335) | | | $ | 45,602 | | | $ | 993,801 | | | $ | 8,206 | | | $ | 77,047 | | | $ | 689 | |
________________
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(c)For further description of the Company's investment in ORCC Senior Loan Fund LLC (fka Sebago Lake LLC), see Note 4 "Investments."
(d)In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin Assetco”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin Assetco.
(27)Represents co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the U.S. Securities and Exchange Commission. See Note 3 “Agreements and Related Party Transactions.”
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
(28)Securities acquired in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2022, the aggregate fair value of these securities is $1.6 billion or 27.6% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
| | | | | | | | | | | | | | |
| Portfolio Company | | Investment | | Acquisition Date |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC** | | LLC Interest | | July 1, 2022 |
| AAM Series 2.1 Aviation Feeder, LLC** | | LLC Interest | | July 1, 2022 |
| Amergin Asset Management, LLC | | Class A Units | | July 1, 2022 |
| Accelerate topco Holdings, LLC | | Common Units | | September 1, 2022 |
| ASP Conair Holdings LP | | Class A Units | | May 17, 2021 |
| Associations Finance, Inc. | | Preferred Stock | | June 10, 2022 |
| Windows Entities | | LLC Units | | January 16, 2020 |
| BCTO WIW Holdings, Inc. (dba When I Work) | | Class A Common Stock | | November 2, 2021 |
| BEHP Co-Investor II, L.P. | | LP Interest | | May 11, 2022 |
| WP Irving Co-Invest, L.P. | | Partnership Units | | May 18, 2022 |
| Blend Labs, Inc. | | Warrants | | July 2, 2021 |
| Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) | | Common Units | | October 1, 2021 |
| CD&R Value Building Partners I, L.P. (dba Belron) | | LP Interest | | December 2, 2021 |
| Fifth Season Investments LLC (fka Chapford SMA Partnership, L.P.)** | | Class A Units | | July 18, 2022 |
| Denali Holding, LP (dba Summit Companies) | | Class A Units | | September 15, 2021 |
| Dodge Construction Network Holdings, LP | | Class A-2 Common Units | | February 23, 2022 |
| Dodge Construction Network Holdings, LP | | Series A Preferred Units | | February 23, 2022 |
| Elliott Alto Co-Investor Aggregator L.P. | | LP Interest | | September 27, 2022 |
| Picard Holdco, LLC | | Series A Preferred Stock | | September 30, 2022 |
| Evology, LLC | | Class B Units | | January 24, 2022 |
| Evolution Parent, LP (dba SIAA) | | LP Interest | | April 30, 2021 |
| Gloves Holdings, LP (dba Protective Industrial Products) | | LP Interest | | December 29, 2020 |
| GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway) | | LP Interest | | December 16, 2021 |
| Hercules Buyer, LLC (dba The Vincit Group) | | Common Units | | December 15, 2020 |
| Hissho Sushi Holdings, LLC | | Class A units | | May 17, 2022 |
| Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) | | LP Interest | | June 8, 2022 |
| Knockout Intermediate Holdings I Inc. (dba Kaseya) | | Perpetual Preferred Stock | | June 23, 2022 |
| KOBHG Holdings, L.P. (dba OB Hospitalist) | | Class A Interests | | September 27, 2021 |
| Maia Aggregator, LP | | Class A-2 Units | | February 1, 2022 |
| H-Food Holdings, LLC | | LLC Interest | | November 23, 2018 |
| LSI Financing 1 DAC** | | Preferred equity | | December 14, 2022 |
| MessageBird Holding B.V. | | Extended Series C Warrants | | May 5, 2021 |
| Metis HoldCo, Inc. (dba Mavis Tire Express Services) | | Series A Convertible Preferred Stock | | May 4, 2021 |
| Minerva Holdco, Inc. | | Series A Preferred Stock | | February 15, 2022 |
| KPCI Holdings, L.P. | | Class A Units | | November 30, 2020 |
| Patriot Holdings SCSp (dba Corza Health, Inc.) | | Class B Units | | January 29, 2021 |
| Patriot Holdings SCSp (dba Corza Health, Inc.) | | Class A Units | | January 29, 2021 |
| PCF Holdco, LLC (dba PCF Insurance Services) | | Class A Units | | November 1, 2021 |
Project Alpine Co-Invest Fund, LP | | LP Interest | | June 10, 2022 |
| Project Hotel California Co-Invest Fund, L.P. | | LP Interest | | August 9, 2022 |
| PS Op Holdings LLC (fka QC Supply, LLC)** | | Class A Common Units | | December 21, 2021 |
| Rhea Acquisition Holdings, LP | | Series A-2 Units | | February 18, 2022 |
| Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)* | | LLC Interest | | June 20, 2017 |
| Space Exploration Technologies Corp. | | Class A Common Stock | | March 25, 2021 |
| Space Exploration Technologies Corp. | | Class C Common Stock | | March 25, 2021 |
| Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand) | | Series A Preferred Stock | | October 14, 2021 |
| New PLI Holdings, LLC (dba PLI)** | | Class A Common Units | | December 23, 2020 |
Blue Owl Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2022
(Amounts in thousands, except share amounts)
| | | | | | | | | | | | | | |
| Portfolio Company | | Investment | | Acquisition Date |
| Thunder Topco L.P. (dba Vector Solutions) | | Common Units | | June 30, 2021 |
| VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) | | Series A Preferred Stock | | October 15, 2021 |
| Wingspire Capital Holdings LLC** | | LLC Interest | | September 24, 2019 |
| WMC Bidco, Inc. (dba West Monroe) | | Senior Preferred Stock | | November 9, 2021 |
| Zoro TopCo, Inc. (dba Zendesk, Inc.) | | Series A Preferred Stock | | November 22, 2022 |
| Zoro TopCo, L.P. (dba Zendesk, Inc.) | | Class A Common Units | | November 22, 2022 |
* Refer to Note 4 “Investments – ORCC Senior Loan Fund LLC,” for further information.
** Refer to Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”.
(29)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2022, non-qualifying assets represented 13.5% of total assets as calculated in accordance with the regulatory requirements.
(30)Loan was on non-accrual status as of December 31, 2022.
(31)Investment is non-income producing.
(32)Investment represents multiple underlying investments, including Midwest Custom Windows, LLC, Greater Toronto Custom Windows, Corp., Garden State Custom Windows, LLC, Long Island Custom Windows, LLC, Jemico, LLC, Atlanta Custom Windows, LLC and Fairchester Custom Windows (collectively, “Windows Entities”). Greater Toronto Custom Windows, Corp. is considered a non-qualifying asset, with a fair value of $9.1 million as of December 31, 2022.
(33)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation
Consolidated Statements of Changes in Net Assets
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | For the Nine Months Ended September 30, | | | | |
| | 2023 | | 2022 | | 2023 | | 2022 | | | | |
| Increase (Decrease) in Net Assets Resulting from Operations | | | | | | | | | | | | |
| Net investment income (loss) | | $ | 190,053 | | | $ | 146,774 | | | $ | 554,590 | | | $ | 394,253 | | | | | |
| Net change in unrealized gain (loss) | | 16,989 | | | 118,587 | | | 102,531 | | | (123,423) | | | | | |
| Net realized gain (loss) | | (104) | | | 66 | | | (52,776) | | | 3,635 | | | | | |
| Net Increase (Decrease) in Net Assets Resulting from Operations | | 206,938 | | | 265,427 | | | 604,345 | | | 274,465 | | | | | |
| Distributions | | | | | | | | | | | | |
Distributions declared from earnings(1) | | (155,893) | | | (122,085) | | | (452,681) | | | (366,490) | | | | | |
| Net Decrease in Net Assets Resulting from Shareholders' Distributions | | (155,893) | | | (122,085) | | | (452,681) | | | (366,490) | | | | | |
| Capital Share Transactions | | | | | | | | | | | | |
| Repurchase of common shares | | — | | | — | | | (34,058) | | | (10,015) | | | | | |
| Reinvestment of distributions | | — | | | — | | | — | | | 11,951 | | | | | |
| Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | | — | | | — | | | (34,058) | | | 1,936 | | | | | |
| Total Increase (Decrease) in Net Assets | | 51,045 | | | 143,342 | | | 117,606 | | | (90,089) | | | | | |
| Net Assets, at beginning of period | | 5,948,964 | | | 5,704,446 | | | 5,882,403 | | | 5,937,877 | | | | | |
| Net Assets, at end of period | | $ | 6,000,009 | | | $ | 5,847,788 | | | $ | 6,000,009 | | | $ | 5,847,788 | | | | | |
_______________
(1)For the three and nine months ended September 30, 2023 distributions declared from earnings were derived from net investment income. For the three and nine months ended September 30, 2022 distributions declared from earnings were derived from net investment income and capital gains.
The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, |
| | 2023 | | 2022 | | |
| Cash Flows from Operating Activities | | | | | | |
| Net Increase (Decrease) in Net Assets Resulting from Operations | | $ | 604,345 | | | $ | 274,465 | | | |
| Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities: | | | | | | |
| Purchases of investments, net | | (1,107,158) | | | (1,894,552) | | | |
| Proceeds from investments and investment repayments, net | | 1,471,439 | | | 1,749,362 | | | |
| Net amortization/accretion of premium/discount on investments | | (32,094) | | | (33,594) | | | |
| Payment-in-kind interest and dividends | | (161,080) | | | (101,236) | | | |
| Net change in unrealized (gain) loss on investments | | (106,470) | | | 115,913 | | | |
| Net change in unrealized gain (loss) on interest rate swap attributed to unsecured notes | | 4,916 | | | (88,985) | | | |
| Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies | | (276) | | | 7,735 | | | |
| Net realized (gain) loss on investments | | 52,129 | | | (4,853) | | | |
| Net realized (gain) loss on foreign currency transactions relating to investments | | 25 | | | 1,567 | | | |
| Amortization of debt issuance costs | | 20,577 | | | 21,133 | | | |
| | | | | | |
| Changes in operating assets and liabilities: | | | | | | |
| | | | | | |
| (Increase) decrease in interest receivable | | 973 | | | (13,432) | | | |
| (Increase) decrease in receivable from a controlled affiliate | | (4,823) | | | (16,350) | | | |
| (Increase) decrease in prepaid expenses and other assets | | (361) | | | 17,084 | | | |
| Increase (decrease) in management fee payable | | 213 | | | 116 | | | |
| Increase (decrease) in incentive fee payable | | 5,852 | | | 1,892 | | | |
| Increase (decrease) in payables to affiliate | | (59) | | | (802) | | | |
| | | | | | |
| | | | | | |
| Increase (decrease) in accrued expenses and other liabilities | | (26,395) | | | 87,059 | | | |
| Net cash provided by (used in) operating activities | | 721,753 | | | 122,522 | | | |
| Cash Flows from Financing Activities | | | | | | |
| Borrowings on debt | | 895,493 | | | 2,208,630 | | | |
| Payments on debt | | (1,137,194) | | | (1,944,391) | | | |
| Debt issuance costs | | (5,465) | | | (14,179) | | | |
| Repurchases of common stock | | (34,058) | | | (10,015) | | | |
| Cash distributions paid to shareholders | | (453,586) | | | (354,522) | | | |
| Net cash provided by (used in) financing activities | | (734,810) | | | (114,477) | | | |
Net increase (decrease) in cash and restricted cash, including foreign cash (restricted cash of $(7,156) and $72,670, respectively) | | (13,057) | | | 8,045 | | | |
Cash and restricted cash, including foreign cash, beginning of period (restricted cash of $96,420 and $21,481, respectively) | | 445,087 | | | 447,145 | | | |
Cash and restricted cash, including foreign cash, end of period (restricted cash of $89,264 and $94,151, respectively) | | $ | 432,030 | | | $ | 455,190 | | | |
, The accompanying notes are an integral part of these consolidated financial statements.
Blue Owl Capital Corporation
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
| | | | | | | | | | | | | | | | |
| | For the Nine Months Ended September 30, |
| | 2023 | | 2022 | | |
| Supplemental and Non-Cash Information | | | | | | |
| Interest paid during the period | | $ | 312,242 | | | $ | 177,362 | | | |
| Distributions declared during the period | | 452,681 | | | 366,490 | | | |
| Reinvestment of distributions during the period | | — | | | 11,951 | | | |
| Distributions Payable | | 128,612 | | | 122,085 | | | |
| | | | | | |
| Taxes, including excise tax, paid during the period | | 1,705 | | | 1,668 | | | |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Organization
Blue Owl Capital Corporation (fka Owl Rock Capital Corporation) (the “Company”) is a Maryland corporation formed on October 15, 2015. The Company was formed primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity 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. The Company’s investment objective is to generate current income and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.
The Company has elected to be regulated as a business development company (“BDC”) under the Investment Company Act of 1940, as amended (the “1940 Act”). In addition, for tax purposes, the Company is treated as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). Because the Company has elected to be regulated as a BDC and qualifies as a RIC under the Code, the Company’s portfolio is subject to diversification and other requirements.
On April 27, 2016, the Company formed a wholly-owned subsidiary, OR Lending LLC, a Delaware limited liability company, which holds a California finance lenders license. OR Lending LLC makes loans to borrowers headquartered in California. From time to time the Company may form wholly-owned subsidiaries to facilitate the normal course of business.
Blue Owl Credit Advisors LLC (fka Owl Rock Capital Advisors LLC) (the “Adviser”) serves as the Company’s investment adviser. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), an indirect affiliate of Blue Owl Capital Inc. ("Blue Owl") (NYSE: OWL) and part of Blue Owl’s Credit platform, which focuses on direct lending. Blue Owl consists of three investment platforms: (1) Credit, which focuses on direct lending, (2) GP Strategic Capital, which focuses on providing capital to institutional alternative asset managers, and (3) Real Estate, which focuses on real estate strategies. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.
On July 22, 2019, the Company closed its initial public offering (“IPO”) and the Company’s common stock began trading on the New York Stock Exchange (“NYSE”) on July 18, 2019 ("Listing Date"). Since July 6, 2023, the Company's common stock has traded on the NYSE under the symbol "OBDC."
Note 2. Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is an investment company and, therefore, applies the specialized accounting and reporting guidance in Accounting Standards Codification (“ASC”) Topic 946, Financial Services – Investment Companies. In the opinion of management, all adjustments considered necessary for the fair presentation of the consolidated financial statements have been included. The Company was initially capitalized on March 1, 2016 and commenced operations on March 3, 2016. The Company’s fiscal year ends on December 31.
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual amounts could differ from those estimates and such differences could be material.
Cash
Cash consists of deposits held at a custodian bank and restricted cash pledged as collateral. Cash is carried at cost, which approximates fair value. The Company deposits its cash with highly-rated banking corporations and, at times, may exceed the insured limits under applicable law.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Investments at Fair Value
Investment transactions are recorded on the trade date. Realized gains or losses are measured by the difference between the net proceeds received and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period. Rule 2a-5 under the 1940 Act was adopted by the SEC in January 2021 and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, pursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.
Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the Adviser, as the valuation designee, based on, among other things, the input of the independent third-party valuation firm(s) engaged at the direction of the Adviser.
As part of the valuation process, the Adviser, as the valuation designee, takes into account relevant factors in determining the fair value of the Company’s investments, including: the estimated enterprise value of a portfolio company (i.e., the total fair value of the portfolio company’s debt and equity), the nature and realizable value of any collateral, the portfolio company’s ability to make payments based on its earnings and cash flow, the markets in which the portfolio company does business, a comparison of the portfolio company’s securities to any similar publicly traded securities, and overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. When an external event such as a purchase or sale transaction, public offering or subsequent equity sale occurs, the Adviser, as the valuation designee, considers whether the pricing indicated by the external event corroborates its valuation.
The Adviser, as the valuation designee, undertakes a multi-step valuation process, which includes, among other procedures, the following:
•With respect to investments for which market quotations are readily available, those investments will typically be valued at the average bid price of those market quotations;
•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee;
•The Adviser, as the valuation designee, reviews the recommended valuations and determines the fair value of each investment;
•Each quarter, the Adviser, as the valuation designee, will provide the Audit Committee a summary or description of material fair value matters that occurred in the prior quarter and on an annual basis, the Adviser, as the valuation designee, will provide the Audit Committee with a written assessment of the adequacy and effectiveness of its fair value process; and
•The Audit Committee oversees the valuation designee and will report to the Board on any valuation matters requiring the Board’s attention.
The Company conducts this valuation process on a quarterly basis.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The Company applies Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
•Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Adviser, as the valuation designee, evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Adviser, as the valuation designee, subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Adviser, as the valuation designee, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 was adopted by the SEC in December 2020 and became effective in August 2022. Rule 18f-4 requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. Rule 18f-4 provides that a BDC may enter into an unfunded commitment agreement that is not a derivatives transaction, such as an agreement to provide financing to a portfolio company, if the BDC has, among other things, a reasonable belief, at the time it enters into such an agreement, that it will have sufficient cash and cash equivalents to meet its obligations with respect to all of its unfunded commitment agreements, in each case as it becomes due. Pursuant to Rule 18f-4, when we trade reverse repurchase agreements or similar financing transactions, including certain tender option bonds, we need to aggregate the amount of any other senior securities representing indebtedness (e.g., bank borrowings, if applicable) when calculating our asset coverage ratio. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company adopted a derivatives policy by Rule 18f-4’s August 2022 compliance date, and complies with the recordkeeping requirements.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Foreign Currency
Foreign currency amounts are translated into U.S. dollars on the following basis:
•cash, fair value of investments, outstanding debt, other assets and liabilities: at the spot exchange rate on the last business day of the period; and
•purchases and sales of investments, borrowings and repayments of such borrowings, income and expenses: at the rates of exchange prevailing on the respective dates of such transactions.
The Company includes net changes in fair values on investments held resulting from foreign exchange rate fluctuations with the change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations. The Company’s current approach to hedging the foreign currency exposure in its non-U.S. dollar denominated investments is primarily to borrow the par amount in local currency under the Company’s Revolving Credit Facility to fund these investments. Fluctuations arising from the translation of foreign currency borrowings are included with the net change in unrealized gains (losses) on translation of assets and liabilities in foreign currencies on the Consolidated Statements of Operations.
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization or accretion of premiums or discounts. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. For the three and nine months ended September 30, 2023, PIK interest and PIK dividend income earned was $50.6 million and $157.0 million, representing 12.7% and 13.4% of investment income, respectively. For the three and nine months ended September 30, 2022, PIK interest and PIK dividend income earned was $37.6 million and $97.2 million, representing 11.9% and 11.4% of investment income, respectively. Discounts to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. Premiums to par value on securities purchased are amortized to first call date. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of premiums or discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest or dividends are not expected to be realized, the investment generating PIK interest or dividends will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to our portfolio companies.
Offering Expenses
Costs associated with the private placement offering of common shares of the Company were capitalized as deferred offering expenses and included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and were amortized over a twelve-month period from incurrence. The Company records expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities. The costs associated with renewals of the Company’s shelf registration statement will be expensed as incurred.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Debt Issuance Costs
The Company records origination and other expenses related to its debt obligations as deferred financing costs. These expenses are deferred and amortized utilizing the effective yield method, over the life of the related debt instrument. Debt issuance costs are presented on the Consolidated Statements of Assets and Liabilities as a direct deduction from the debt liability. In circumstances in which there is not an associated debt liability amount recorded in the consolidated financial statements when the debt issuance costs are incurred, such debt issuance costs will be reported on the Consolidated Statements of Assets and Liabilities as an asset until the debt liability is recorded.
Reimbursement of Transaction-Related Expenses
The Company may receive reimbursement for certain transaction-related expenses in pursuing investments. Transaction-related expenses, which are generally expected to be reimbursed by the Company’s portfolio companies, are typically deferred until the transaction is consummated and are recorded in prepaid expenses and other assets on the date incurred. The costs of successfully completed investments not otherwise reimbursed are borne by the Company and are included as a component of the investment’s cost basis.
Cash advances received in respect of transaction-related expenses are recorded as cash with an offset to accrued expenses and other liabilities. Accrued expenses and other liabilities are relieved as reimbursable expenses are incurred.
Income Taxes
The Company has elected to be treated as a BDC under the 1940 Act. The Company has elected to be treated as a RIC under the Code beginning with its taxable year ending December 31, 2016 and intends to continue to qualify as a RIC. So long as the Company maintains its tax treatment as a RIC, it generally will not pay U.S. federal income taxes at corporate rates on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Instead, any tax liability related to income earned and distributed by the Company represents obligations of the Company’s investors and will not be reflected in the consolidated financial statements of the Company.
To qualify as a RIC, the Company must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Company must distribute to its shareholders, for each taxable year, at least 90% of its “investment company taxable income” for that year, which is generally its ordinary income plus the excess of its realized net short-term capital gains over its realized net long-term capital losses. In order for the Company not to be subject to U.S. federal excise taxes, it must distribute annually an amount at least equal to the sum of (i) 98% of its net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of its capital gains in excess of capital losses for the one-year period ending on October 31 of the calendar year and (iii) any net ordinary income and capital gains in excess of capital losses for preceding years that were not distributed during such years. The Company, at its discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. federal excise tax on this income.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2022. As applicable, the Company’s prior three tax years remain subject to examination by U.S. federal, state and local tax authorities.
Distributions to Common Shareholders
Distributions to common shareholders are recorded on the record date. The amount to be distributed is determined by the Board and is generally based upon the earnings estimated by the Adviser. In addition, the Board may consider the level of undistributed taxable income carried forward from the prior year for distribution in the current year. Net realized long-term capital gains, if any, would generally be distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares or shares purchased in the open-market to implement the dividend reinvestment plan.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Consolidation
As provided under Regulation S-X and ASC Topic 946 – Financial Services – Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company’s wholly-owned subsidiaries that meet the aforementioned criteria in its consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation.
The Company does not consolidate its equity interest in Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC) ("OBDC SLF"), Wingspire Capital Holdings LLC (“Wingspire”), Fifth Season Investment LLC (fka Chapford SMA Partnership, L.P.) ("Fifth Season"), or AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, "Amergin AssetCo"). For further description of the Company’s investment in OBDC SLF, see Note 4 “Investments”. For further description of the Company’s investments in Wingspire, Amergin AssetCo and Fifth Season, see Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”.
New Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform (Topic 848),” which extended the transition period provided under ASU No. 2020-04 and 2021-01 for all entities from December 31, 2022 to December 31, 2024. ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04, 2021-01 and 2022-06 on the consolidated financial statements.
In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820),” which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. An entity that qualifies as an investment company under Topic 946 should apply the amendments in ASU No. 2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption. The Company is currently evaluating the impact of adopting ASU No. 2022-03 on the consolidated financial statements.
Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
Note 3. Agreements and Related Party Transactions
Administration Agreement
The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. Under the terms of the Administration Agreement, the Adviser performs, or oversees, the performance of, required administrative services, which includes providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.
The Administration Agreement also provides that the Company reimburses the Adviser for certain offering costs.
The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year to year thereafter if approved annually by (1) the vote of the Board, or by the vote of a majority of its outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act. On May 8, 2023, the Board approved the continuation of the Administration Agreement. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Adviser.
No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Compliance Officer, Chief Financial Officer and their respective staffs (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.
For the three and nine months ended September 30, 2023 the Company incurred expenses of approximately $2.0 million and $5.9 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and nine months ended September 30, 2022 the Company incurred expenses of approximately $1.5 million and $4.5 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.
Investment Advisory Agreement
The Investment Advisory Agreement became effective on May 18, 2021. Under the terms of the Investment Advisory Agreement, the Adviser is responsible for managing the Company’s business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring its investments, and monitoring its portfolio companies on an ongoing basis through a team of investment professionals.
The Adviser’s services under the Investment Advisory Agreement are not exclusive, and it is free to furnish similar services to other entities so long as its services to the Company are not impaired.
Unless earlier terminated as described below, the Investment Advisory Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors. On May 8, 2023, the Board approved the continuation of the Investment Advisory Agreement.
The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of any penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a majority (as defined under the 1940 Act) of the outstanding shares of the Company’s common stock or the Adviser. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice and, in certain circumstances, the Adviser may only be able to terminate the Investment Advisory Agreement upon 120 days’ written notice.
From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.
Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.
The management fee is currently payable quarterly in arrears. The management fee is payable at an annual rate of (x) 1.50% of the Company’s average gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act and (y) 1.00% of the Company’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 Section 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.
For the three and nine months ended September 30, 2023, management fees were $47.8 million and $143.9 million, respectively. For the three and nine months ended September 30, 2022, management fees were $46.9 million and $141.2 million, respectively.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on the Company’s pre-incentive fee net investment income and a portion is based on the Company’s capital gains. The portion of the incentive fee based on pre-incentive fee net investment income is determined and paid quarterly in arrears commencing with the first calendar quarter following the Listing Date, and equals 100% of the pre-incentive fee net investment income in excess of a 1.5% quarterly “hurdle rate,” until the Adviser has received 17.5% of the total pre-incentive fee net investment income for that calendar quarter and, for pre-incentive fee net investment income in excess of 1.82% quarterly, 17.5% of all remaining pre-incentive fee net investment income for that calendar quarter.
The second component of the incentive fee, the capital gains incentive fee, payable at the end of each calendar year in arrears, equals 17.5% of cumulative realized capital gains from the Listing Date to the end of each calendar year, less cumulative realized capital losses and unrealized capital depreciation from the Listing Date to the end of each calendar year, less the aggregate amount of any previously paid capital gains incentive fee for prior periods. In no event will the capital gains incentive fee payable pursuant to the Investment Advisory Agreement be in excess of the amount permitted by the Advisers Act of 1940, as amended, including Section 205 thereof.
While the Investment Advisory Agreement neither includes nor contemplates the inclusion of unrealized gains in the calculation of the capital gains incentive fee, as required by U.S. GAAP, the Company accrues capital gains incentive fees on unrealized gains. This accrual reflects the incentive fees that would be payable to the Adviser if the Company’s entire investment portfolio was liquidated at its fair value as of the balance sheet date even though the Adviser is not entitled to an incentive fee with respect to unrealized gains unless and until such gains are actually realized.
For the three and nine months ended September 30, 2023, the Company incurred $40.3 million and $117.6 million of performance based incentive fees based on net investment income, respectively. For the three and nine months ended September 30, 2022, the Company incurred $31.1 million and $83.6 million of performance based incentive fees based on net investment income, respectively.
For the three and nine months ended September 30, 2023 and 2022, the Company did not accrue capital gains based incentive fees.
Affiliated Transactions
The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company, the Adviser and certain of their affiliates have been granted an order for exemptive relief (as amended, the “Order”) by the SEC for the Company to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching by the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the Order and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Order permits the Company to participate in follow-on investments in its existing portfolio companies with certain affiliates that are private funds, if such private funds did not have an investment in such existing portfolio company.
The Adviser is affiliated with Blue Owl Technology Credit Advisors LLC (“OTCA”), Blue Owl Technology Credit Advisors II LLC ("OTCA II"), Blue Owl Credit Private Fund Advisors LLC (“OPFA”) and Blue Owl Diversified Credit Advisors LLC (“ODCA” together with OTCA, OTCA II, OPFA and the Adviser, the "Blue Owl Credit Advisers"), which are also registered investment advisers. The Blue Owl Credit Advisers are affiliates of Blue Owl and comprise part of Blue Owl's Credit platform, which focuses on direct lending. The Blue Owl Credit Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of the business development companies, private funds and separately managed accounts managed by the Blue Owl Credit Advisers (collectively, the "Blue Owl Credit Clients") and/or other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to the Company's.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
License Agreement
On July 6, 2023, the Company entered into a license agreement (the “License Agreement”) with an affiliate of Blue Owl, pursuant to which we were granted a non-exclusive license to use the name “Blue Owl.” Under the License Agreement, the Company has a right to use the Blue Owl name for so long as the Adviser or one of its affiliates remains the Company’s investment adviser. Other than with respect to this limited license, the Company will have no legal right to the “Blue Owl” name or logo.
Controlled/Affiliated Portfolio Companies
Under the 1940 Act, the Company is required to separately identify non-controlled investments where it owns 5% or more of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “affiliated” companies. In addition, under the 1940 Act, the Company is required to separately identify investments where it owns more than 25% of a portfolio company’s outstanding voting securities and/or has the power to exercise control over the management or policies of such portfolio company as investments in “controlled” companies. Under the 1940 Act, “non-affiliated investments” are defined as investments that are neither controlled investments nor affiliated investments. Detailed information with respect to the Company’s non-controlled, non-affiliated; non-controlled, affiliated; and controlled affiliated investments is contained in the accompanying consolidated financial statements, including the consolidated schedule of investments.
The Company has made investments in controlled, affiliated companies, including OBDC SLF, Wingspire, Amergin AssetCo and Fifth Season and in a non-controlled, affiliated company, LSI Financing DAC 1 ("LSI Financing"). For further description of OBDC SLF, see “Note 4. Investments.”
Wingspire is an independent diversified direct lender focused on providing asset-based commercial finance loans and related senior secured loans to U.S.-based middle market borrowers. Wingspire offers a wide variety of asset-based financing solutions to businesses in an array of industries, including revolving credit facilities, machinery and equipment term loans, real estate term loans, first-in/last-out tranches, cash flow term loans, and opportunistic / bridge financings. Wingspire conducts its business through an indirectly owned subsidiary, Wingspire Capital LLC. The Company initially committed $50 million to Wingspire on September 24, 2019, and subsequently made periodic additional commitments to increase its total to $450 million. The Company does not consolidate its equity interest in Wingspire.
Amergin AssetCo was created to invest in a leasing platform focused on railcar and aviation assets. Amergin consists
of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The Company made a $90 million equity commitment to Amergin AssetCo on July 1, 2022. The Company increased its commitment to Amergin AssetCo on July 28, 2023 to $110 million, of which $74.4 million is equity and $35.6 million is debt. The Company’s investment in Amergin is a co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Amergin AssetCo.
Fifth Season is a portfolio company created to invest in life settlement assets. On July 18, 2022, the Company made a $15.9 million equity commitment to Fifth Season. The Company has made periodic increases to its investment in Fifth Season, including $12.3 million and $33.3 million during the three and nine months ended September 30, 2023, respectively. The Company’s investment in Fifth Season is a co-investment with its affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Fifth Season.
LSI Financing is a portfolio company formed to acquire contractual rights to revenue pursuant to earnout agreements generally in the life sciences space. On December 14, 2022, the Company made a $6.2 million investment in LSI Financing. The Company has made periodic increases to its investment in LSI Financing, including $15.0 million during the nine months ended September 30, 2023. The Company’s investment in LSI Financing is a co-investment with its affiliates in accordance with the terms of the exemptive relief that we received from the SEC. The Company does not consolidate its equity interest in LSI Financing.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 4. Investments
The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.
The table below presents the composition of investments at fair value and amortized cost as of the following periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2023 | | December 31, 2022 |
| ($ in thousands) | | Amortized Cost | | Fair Value | | Amortized Cost | | Fair Value |
First-lien senior secured debt investments(5) | | $ | 8,922,221 | | | $ | 8,875,037 | | | $ | 9,388,499 | | | $ | 9,279,179 | |
| Second-lien senior secured debt investments | | 1,851,637 | | | 1,783,604 | | | 1,934,274 | | | 1,860,978 | |
| Unsecured debt investments | | 294,527 | | | 276,071 | | | 270,714 | | | 248,019 | |
Preferred equity investments(3) | | 404,951 | | | 401,139 | | | 361,690 | | | 355,261 | |
Common equity investments(1) | | 963,321 | | | 1,190,595 | | | 772,116 | | | 977,927 | |
Joint ventures(2)(4) | | 386,214 | | | 369,712 | | | 318,839 | | | 288,981 | |
| Total Investments | | $ | 12,822,871 | | | $ | 12,896,158 | | | $ | 13,046,132 | | | $ | 13,010,345 | |
_______________
(1)Includes equity investment in Wingspire, Amergin AssetCo, and Fifth Season.
(2)Includes equity investment in OBDC SLF. See below, within Note 4, for more information regarding OBDC SLF.
(3)Includes equity investment in LSI Financing.
(4)This was disclosed as “Investment funds and vehicles” as of December 31, 2022.
(5)Includes investment in Amergin AssetCo.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The table below presents the industry composition of investments based on fair value as of the following periods:
| | | | | | | | | | | | | | | | | |
| | September 30, 2023 | | December 31, 2022 | |
| Advertising and media | | 1.4 | % | | 1.5 | % | |
| Aerospace and defense | | 3.0 | | | 2.8 | | |
Asset based lending and fund finance(1) | | 6.3 | | | 4.9 | | |
| Automotive | | 2.0 | | | 1.5 | | |
| Buildings and real estate | | 3.9 | | | 3.7 | | |
| Business services | | 3.0 | | | 2.9 | | |
| Chemicals | | 1.3 | | | 1.6 | | |
| Consumer products | | 3.9 | | | 3.9 | | |
| Containers and packaging | | 1.3 | | | 1.3 | | |
| Distribution | | 3.6 | | | 4.2 | | |
| Education | | 0.8 | | | 1.0 | | |
| Financial services | | 4.6 | | | 5.0 | | |
| Food and beverage | | 6.4 | | | 6.7 | | |
| Healthcare equipment and services | | 4.0 | | | 3.9 | | |
| Healthcare providers and services | | 4.6 | | | 4.5 | | |
| Healthcare technology | | 4.7 | | | 4.8 | | |
| Household products | | 2.3 | | | 2.1 | | |
| Human resource support services | | 1.5 | | | 1.5 | | |
| Infrastructure and environmental services | | 1.3 | | | 1.2 | | |
Insurance(3) | | 9.6 | | | 9.3 | | |
| Internet software and services | | 12.7 | | | 13.3 | | |
Joint ventures(2)(5) | | 2.9 | | | 2.2 | | |
| Leisure and entertainment | | 1.8 | | | 2.2 | | |
| Manufacturing | | 5.8 | | | 5.8 | | |
| Oil and gas | | 0.3 | | | 0.8 | | |
Pharmaceuticals(4) | | 0.2 | | | — | | |
| Professional services | | 3.9 | | | 3.5 | | |
| Specialty retail | | 2.2 | | | 2.2 | | |
| Transportation | | 0.7 | | | 1.7 | | |
| Total | | 100.0 | % | | 100.0 | % | |
_______________
(1)Includes investment in Wingspire and Amergin AssetCo.
(2)Includes equity investment in OBDC SLF. See below, within Note 4, for more information regarding OBDC SLF.
(3)Includes equity investment in Fifth Season.
(4)Includes equity investment in LSI Financing.
(5)This was disclosed as “Investment funds and vehicles” as of December 31, 2022.
The table below presents the geographic composition of investments based on fair value as of the following periods:
| | | | | | | | | | | | | | | | | |
| | September 30, 2023 | | December 31, 2022 | |
| United States: | | | | | |
| Midwest | | 18.1 | % | | 17.5 | % | |
| Northeast | | 19.6 | | | 20.4 | | |
| South | | 34.6 | | | 34.4 | | |
| West | | 19.7 | | | 20.6 | | |
| International | | 8.0 | | | 7.1 | | |
| Total | | 100.0 | % | | 100.0 | % | |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC)
Blue Owl Capital Corporation Senior Loan Fund LLC (fka ORCC Senior Loan Fund LLC) ("OBDC SLF"), a Delaware limited liability company, was formed as a joint venture between the Company and The Regents of the University of California (“Regents”) and commenced operations on June 20, 2017. OBDC SLF’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. Through June 30, 2021, both the Company and Regents had a 50% economic ownership in OBDC SLF. Effective as of June 30, 2021, capital commitments to OBDC SLF were increased to an aggregate of $371.5 million. In connection with this change, the Company increased its economic ownership interest to 87.5% from 50.0% and Regents transferred its remaining economic interest of 12.5% to Nationwide Life Insurance Company (“Nationwide” and together with the Company, the “Members” and each a “Member”). On July 26, 2022, the Members increased their capital commitments in OBDC SLF to an aggregate of $571.5 million. OBDC SLF is managed by the Members, each of which have equal voting rights. Investment decisions must be approved by each of the Members. Except under certain circumstances, contributions to OBDC SLF cannot be redeemed.
The Company has determined that OBDC SLF is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Other than for purposes of the 1940 Act, the Company does not believe that it has control over this portfolio company. Accordingly, the Company does not consolidate its non-controlling interest in OBDC SLF.
As of September 30, 2023 and December 31, 2022, OBDC SLF had total investments in senior secured debt at fair value of $1.1 billion and $997.4 million, respectively. The determination of fair value is in accordance with ASC 820; however, such fair value is not included in the Company’s valuation process described herein. The tables below presents a summary of OBDC SLF’s portfolio as well as a listing of the portfolio investments in its portfolio as of the following periods:
| | | | | | | | | | | | | | |
| ($ in thousands) | | September 30, 2023 | | December 31, 2022 |
Total senior secured debt investments(1) | | $ | 1,120,374 | | | $ | 1,045,865 | |
Weighted average spread over base rate(1) | | 4.23 | % | | 4.05 | % |
| Number of portfolio companies | | 62 | | | 56 | |
Largest funded investment to a single borrower(1) | | 39,956 | | | 40,272 | |
_______________
(1)At par.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023 ($ in thousands) (Unaudited) |
Company(1)(2)(4)(5) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(3) | | Fair Value | | Percentage of Members' Equity |
| Debt Investments | | | | | | | | | | | | | | | |
| Aerospace and defense | | | | | | | | | | | | | | | |
| Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(9)(11) | | First lien senior secured loan | | S + | 6.00% (0.75% PIK) | | 01/2025 | | $ | 34,122 | | | $ | 34,022 | | | $ | 26,563 | | | 6.3 | % |
| Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(9)(11) | | First lien senior secured revolving loan | | S + | 6.00% (0.75% PIK) | | 01/2025 | | 3,025 | | | 3,022 | | | 2,355 | | | 0.6 | % |
| Bleriot US Bidco Inc.(6)(11) | | First lien senior secured loan | | S + | 4.00% | | 10/2028 | | 25,176 | | | 24,981 | | | 25,176 | | | 6.0 | % |
| Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(10) | | First lien senior secured loan | | S + | 4.00% | | 08/2028 | | 19,950 | | | 19,754 | | | 19,893 | | | 4.7 | % |
| | | | | | | | | 82,273 | | | 81,779 | | | 73,987 | | | 17.6 | % |
| Automotive | | | | | | | | | | | | | | | |
| Holley Inc.(6)(11) | | First lien senior secured loan | | S + | 3.75% | | 11/2028 | | 22,613 | | | 22,488 | | | 21,794 | | | 5.2 | % |
| Mavis Tire Express Services Topco Corp.(6)(10) | | First lien senior secured loan | | S + | 4.00% | | 05/2028 | | 2,903 | | | 2,886 | | | 2,893 | | | 0.7 | % |
| PAI Holdco, Inc.(6)(11) | | First lien senior secured loan | | S + | 3.75% | | 10/2027 | | 13,741 | | | 13,373 | | | 12,982 | | | 3.1 | % |
| | | | | | | | | 39,257 | | | 38,747 | | | 37,669 | | | 9.0 | % |
| Buildings and Real estate | | | | | | | | | | | | | | | |
| CoreLogic Inc.(6)(10) | | First lien senior secured loan | | S + | 3.50% | | 06/2028 | | 7,289 | | | 6,854 | | | 6,721 | | | 1.6 | % |
| Wrench Group LLC(11) | | First lien senior secured loan | | S + | 4.00% | | 04/2026 | | 31,759 | | | 31,673 | | | 31,601 | | | 7.5 | % |
| | | | | | | | | 39,048 | | | 38,527 | | | 38,322 | | | 9.1 | % |
| Business Services | | | | | | | | | | | | | | | |
| Capstone Acquisition Holdings, Inc.(10) | | First lien senior secured loan | | S + | 4.75% | | 11/2027 | | 14,259 | | | 14,163 | | | 14,224 | | | 3.4 | % |
| Capstone Acquisition Holdings, Inc.(9)(10) | | First lien senior secured delayed draw term loan | | S + | 4.75% | | 11/2027 | | 911 | | | 905 | | | 908 | | | 0.2 | % |
| CoolSys, Inc.(11) | | First lien senior secured loan | | S + | 4.75% | | 08/2028 | | 27,232 | | | 26,288 | | | 25,121 | | | 5.9 | % |
| ConnectWise, LLC(6)(10) | | First lien senior secured loan | | S + | 3.50% | | 09/2028 | | 16,703 | | | 16,639 | | | 16,410 | | | 3.9 | % |
| LABL, Inc.(6)(10) | | First lien senior secured loan | | S + | 5.00% | | 10/2028 | | 4,783 | | | 4,729 | | | 4,764 | | | 1.1 | % |
| Packers Holdings, LLC(6)(10) | | First lien senior secured loan | | S + | 3.25% | | 03/2028 | | 10,295 | | | 10,077 | | | 6,074 | | | 1.4 | % |
| | | | | | | | | 74,183 | | | 72,801 | | | 67,501 | | | 15.9 | % |
| Chemicals | | | | | | | | | | | | | | | |
| Aruba Investments Holdings LLC (dba Angus Chemical Company)(6)(10) | | First lien senior secured loan | | S + | 4.00% | | 11/2027 | | 17,739 | | | 17,380 | | | 17,363 | | | 4.1 | % |
| Cyanco Intermediate 2 Corp.(6)(10) | | First lien senior secured loan | | S + | 4.75% | | 07/2028 | | 4,999 | | | 4,852 | | | 5,002 | | | 1.2 | % |
| | | | | | | | | 22,738 | | | 22,232 | | | 22,365 | | | 5.3 | % |
| Consumer Products | | | | | | | | | | | | | | | |
| Olaplex, Inc.(6)(10) | | First lien senior secured loan | | S + | 3.50% | | 02/2029 | | 24,999 | | | 24,171 | | | 20,844 | | | 4.9 | % |
| | | | | | | | | 24,999 | | | 24,171 | | | 20,844 | | | 4.9 | % |
| Containers and Packaging | | | | | | | | | | | | | | | |
| BW Holding, Inc.(6)(11) | | First lien senior secured loan | | S + | 4.00% | | 12/2028 | | 20,987 | | | 19,985 | | | 18,792 | | | 4.4 | % |
| Five Star Lower Holding LLC(11) | | First lien senior secured loan | | S + | 4.25% | | 05/2029 | | 25,626 | | | 25,318 | | | 24,601 | | | 5.8 | % |
| Ring Container Technologies Group, LLC(6)(10) | | First lien senior secured loan | | S + | 3.50% | | 08/2028 | | 24,563 | | | 24,517 | | | 24,538 | | | 5.8 | % |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023 ($ in thousands) (Unaudited) |
Company(1)(2)(4)(5) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(3) | | Fair Value | | Percentage of Members' Equity |
| Valcour Packaging, LLC(6)(12) | | First lien senior secured loan | | L + | 3.75% | | 10/2028 | | 6,895 | | | 6,878 | | | 5,530 | | | 1.3 | % |
| | | | | | | | | 78,071 | | | 76,698 | | | 73,461 | | | 17.3 | % |
| Distribution | | | | | | | | | | | | | | | |
| BCPE Empire Holdings, Inc. (dba Imperial-Dade)(6)(10) | | First lien senior secured loan | | S + | 4.75% | | 12/2028 | | 24,688 | | | 23,798 | | | 24,663 | | | 5.8 | % |
| Dealer Tire Financial, LLC(10) | | First lien senior secured loan | | S + | 4.50% | | 12/2027 | | 30,725 | | | 30,112 | | | 30,744 | | | 7.3 | % |
| SRS Distribution, Inc.(6)(10) | | First lien senior secured loan | | S + | 3.50% | | 06/2028 | | 9,800 | | | 9,748 | | | 9,690 | | | 2.3 | % |
| | | | | | | | | 65,213 | | | 63,658 | | | 65,097 | | | 15.4 | % |
| Education | | | | | | | | | | | | | | | |
| Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(10) | | First lien senior secured loan | | S + | 4.50% | | 09/2030 | | 20,000 | | | 19,750 | | | 19,750 | | | 4.7 | % |
| Sophia, L.P.(10) | | First lien senior secured loan | | S + | 4.25% | | 10/2027 | | 19,750 | | | 19,597 | | | 19,701 | | | 4.7 | % |
| | | | | | | | | 39,750 | | | 39,347 | | | 39,451 | | | 9.4 | % |
| Financial Services | | | | | | | | | | | | | | | |
| Saphilux S.a.r.L (dba IQ EQ)(11) | | First lien senior secured loan | | S + | 4.75% | | 07/2028 | | 15,000 | | | 14,782 | | | 14,775 | | | 3.5 | % |
| | | | | | | | | 15,000 | | | 14,782 | | | 14,775 | | | 3.5 | % |
| Food and beverage | | | | | | | | | | | | | | | |
| Balrog Acquisition, Inc. (dba Bakemark)(6)(10) | | First lien senior secured loan | | S + | 4.00% | | 09/2028 | | 24,563 | | | 24,370 | | | 24,255 | | | 5.7 | % |
| Dessert Holdings(10) | | First lien senior secured loan | | S + | 4.00% | | 06/2028 | | 25,523 | | | 25,385 | | | 22,715 | | | 5.4 | % |
| Naked Juice LLC (dba Tropicana)(6)(11) | | First lien senior secured loan | | S + | 3.25% | | 01/2029 | | 1,975 | | | 1,972 | | | 1,872 | | | 0.3 | % |
| Sovos Brands Intermediate, Inc.(6)(11) | | First lien senior secured loan | | S + | 3.50% | | 06/2028 | | 20,724 | | | 20,687 | | | 20,701 | | | 4.9 | % |
| | | | | | | | | 72,785 | | | 72,414 | | | 69,543 | | | 16.3 | % |
| Healthcare equipment and services | | | | | | | | | | | | | | | |
| Cadence, Inc.(11) | | First lien senior secured loan | | S + | 5.00% | | 05/2026 | | 26,231 | | | 26,053 | | | 25,444 | | | 6.0 | % |
| Cadence, Inc.(11) | | First lien senior secured loan | | S + | 4.75% | | 05/2026 | | 2,202 | | | 2,113 | | | 2,136 | | | 0.5 | % |
| Cadence, Inc.(7)(11) | | First lien senior secured revolving loan | | S + | 4.75% | | 05/2026 | | 4,976 | | | 4,963 | | | 4,756 | | | 1.1 | % |
| Confluent Medical Technologies, Inc.(11) | | First lien senior secured loan | | S + | 3.75% | | 02/2029 | | 4,925 | | | 4,905 | | | 4,839 | | | 1.1 | % |
| Medline Borrower, LP(6)(10) | | First lien senior secured loan | | S + | 3.25% | | 10/2028 | | 24,625 | | | 24,534 | | | 24,544 | | | 5.8 | % |
| Packaging Coordinators Midco, Inc.(6)(11) | | First lien senior secured loan | | S + | 3.50% | | 11/2027 | | 4,899 | | | 4,890 | | | 4,874 | | | 1.2 | % |
| | | | | | | | | 67,858 | | | 67,458 | | | 66,593 | | | 15.7 | % |
| Healthcare providers and services | | | | | | | | | | | | | | | |
| Confluent Health, LLC(6)(11) | | First lien senior secured loan | | S + | 4.00% | | 11/2028 | | 24,651 | | | 24,555 | | | 23,376 | | | 5.5 | % |
| Covetrus, Inc.(11) | | First lien senior secured loan | | S + | 5.00% | | 10/2029 | | 14,925 | | | 14,124 | | | 14,752 | | | 3.5 | % |
| HAH Group Holding Company LLC (dba Help at Home)(10) | | First lien senior secured loan | | S + | 5.00% | | 10/2027 | | 8,963 | | | 8,720 | | | 8,784 | | | 2.1 | % |
| Phoenix Newco, Inc. (dba Parexel)(6)(10) | | First lien senior secured loan | | S + | 3.25% | | 11/2028 | | 27,088 | | | 26,983 | | | 26,874 | | | 6.4 | % |
| Physician Partners, LLC(10) | | First lien senior secured loan | | S + | 4.00% | | 12/2028 | | 9,850 | | | 9,770 | | | 9,346 | | | 2.2 | % |
| | | | | | | | | 85,477 | | | 84,152 | | | 83,132 | | | 19.7 | % |
| Healthcare technology | | | | | | | | | | | | | | | |
| Athenahealth Group Inc.(10) | | First lien senior secured loan | | S + | 3.25% | | 02/2029 | | 17,607 | | | 17,539 | | | 17,249 | | | 4.1 | % |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023 ($ in thousands) (Unaudited) |
Company(1)(2)(4)(5) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(3) | | Fair Value | | Percentage of Members' Equity |
| Bracket Intermediate Holding Corp.(6)(11) | | First lien senior secured loan | | S + | 5.00% | | 05/2028 | | 19,949 | | | 19,390 | | | 19,904 | | | 4.7 | % |
| Imprivata, Inc.(6)(10) | | First lien senior secured loan | | S + | 4.25% | | 12/2027 | | 19,750 | | | 19,160 | | | 19,726 | | | 4.7 | % |
| PointClickCare Technologies, Inc.(11) | | First lien senior secured loan | | S + | 4.00% | | 12/2027 | | 4,863 | | | 4,806 | | | 4,863 | | | 1.2 | % |
| | | | | | | | | 62,169 | | | 60,895 | | | 61,742 | | | 14.7 | % |
| Infrastructure and environmental services | | | | | | | | | | | | | | | |
| CHA Holding, Inc.(11) | | First lien senior secured loan | | S + | 4.50% | | 04/2025 | | 39,956 | | | 39,848 | | | 39,756 | | | 9.4 | % |
| | | | | | | | | 39,956 | | | 39,848 | | | 39,756 | | | 9.4 | % |
| Insurance | | | | | | | | | | | | | | | |
| Acrisure, LLC(6)(11) | | First lien senior secured loan | | S + | 5.75% | | 02/2027 | | 9,925 | | | 9,514 | | | 9,950 | | | 2.4 | % |
| AssuredPartners, Inc.(6)(10) | | First lien senior secured loan | | S + | 4.25% | | 02/2027 | | 4,950 | | | 4,808 | | | 4,947 | | | 1.2 | % |
| Asurion, LLC(10) | | First lien senior secured loan | | S + | 4.25% | | 08/2028 | | 7,891 | | | 7,542 | | | 7,654 | | | 1.8 | % |
| Broadstreet Partners, Inc.(6)(10) | | First lien senior secured loan | | S + | 4.00% | | 01/2029 | | 4,987 | | | 4,929 | | | 4,982 | | | 1.1 | % |
| Integro Parent Inc.(9)(11) | | First lien senior secured loan | | S + | 12.25% (PIK) | | 10/2024 | | 3,598 | | | 3,598 | | | 3,598 | | | 0.8 | % |
| Integro Parent Inc.(7)(9)(11) | | First lien senior secured revolving loan | | S + | 4.50% | | 10/2024 | | 725 | | | 725 | | | 725 | | | 0.2 | % |
| Hyperion Refinance S.à r.l (dba Howden Group)(6)(10) | | First lien senior secured loan | | S + | 5.25% | | 04/2030 | | 19,900 | | | 19,147 | | | 19,876 | | | 4.7 | % |
| | | | | | | | | 51,976 | | | 50,263 | | | 51,732 | | | 12.2 | % |
| Internet software and services | | | | | | | | | | | | | | | |
| Barracuda Networks, Inc.(6)(11) | | First lien senior secured loan | | S + | 4.50% | | 08/2029 | | 24,813 | | | 24,163 | | | 24,537 | | | 5.8 | % |
| CDK Global, Inc.(11) | | First lien senior secured loan | | S + | 4.25% | | 07/2029 | | 24,813 | | | 24,171 | | | 24,800 | | | 5.9 | % |
| DCert Buyer, Inc.(6)(10) | | First lien senior secured loan | | S + | 4.00% | | 10/2026 | | 11,849 | | | 11,804 | | | 11,759 | | | 2.8 | % |
| Fortra, LLC (f/k/a Help/Systems Holdings, Inc.)(6)(11) | | First lien senior secured loan | | S + | 4.00% | | 11/2026 | | 14,733 | | | 14,659 | | | 14,085 | | | 3.3 | % |
| | | | | | | | | 76,208 | | | 74,797 | | | 75,181 | | | 17.8 | % |
| Manufacturing | | | | | | | | | | | | | | | |
| Engineered Machinery Holdings, Inc. (dba Duravant)(11) | | First lien senior secured loan | | S + | 3.50% | | 05/2028 | | 34,387 | | | 34,262 | | | 34,174 | | | 8.1 | % |
| Gloves Buyer, Inc. (dba Protective Industrial Products)(10) | | First lien senior secured loan | | S + | 4.00% | | 12/2027 | | 14,762 | | | 14,616 | | | 14,652 | | | 3.5 | % |
| Pro Mach Group, Inc.(6)(10) | | First lien senior secured loan | | S + | 4.00% | | 08/2028 | | 24,569 | | | 24,476 | | | 24,572 | | | 5.8 | % |
| | | | | | | | | 73,718 | | | 73,354 | | | 73,398 | | | 17.4 | % |
| Professional Services | | | | | | | | | | | | | | | |
| Apex Group Treasury LLC(6)(11) | | First lien senior secured loan | | S + | 3.75% | | 07/2028 | | 32,436 | | | 32,348 | | | 32,098 | | | 7.6 | % |
| Sovos Compliance, LLC(6)(10) | | First lien senior secured loan | | S + | 4.50% | | 08/2028 | | 25,325 | | | 25,198 | | | 24,887 | | | 5.9 | % |
| | | | | | | | | 57,761 | | | 57,546 | | | 56,985 | | | 13.5 | % |
| Telecommunications | | | | | | | | | | | | | | | |
| EOS U.S. Finco LLC(11) | | First lien senior secured loan | | S + | 6.00% | | 10/2029 | | 22,348 | | | 21,142 | | | 21,901 | | | 5.2 | % |
| EOS U.S. Finco LLC(7)(8)(11) | | First lien senior secured loan | | S + | 6.00% | | 10/2029 | | — | | | (61) | | | (51) | | | — | % |
| Park Place Technologies, LLC(6)(10) | | First lien senior secured loan | | S + | 5.00% | | 11/2027 | | 14,773 | | | 14,388 | | | 14,514 | | | 3.4 | % |
| | | | | | | | | 37,121 | | | 35,469 | | | 36,364 | | | 8.6 | % |
| Transportation | | | | | | | | | | | | | | | |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of September 30, 2023 ($ in thousands) (Unaudited) |
Company(1)(2)(4)(5) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(3) | | Fair Value | | Percentage of Members' Equity |
| Safe Fleet Holdings LLC(6)(10) | | First lien senior secured loan | | S + | 5.00% | | 02/2029 | | 14,813 | | | 14,431 | | | 14,813 | | | 3.5 | % |
| | | | | | | | | 14,813 | | | 14,431 | | | 14,813 | | | 3.5 | % |
| | | | | | | | | | | | | | | |
| Total Debt Investments | | | | | | | | | 1,120,374 | | | 1,103,369 | | | 1,082,711 | | | 256.2 | % |
| Total Investments | | | | | | | | | $ | 1,120,374 | | | $ | 1,103,369 | | | $ | 1,082,711 | | | 256.2 | % |
_______________(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, OBDC SLF’s investments are pledged as collateral supporting the amounts outstanding under OBDC SLF’s credit facility.
(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premiums or discounts, as applicable, on debt investments using the effective interest method.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six- month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(6)Level 2 investment.
(7)Position or portion thereof is an unfunded loan commitment.
(8)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(9)Investment is not pledged as collateral under OBDC SLF’s credit facilities.
(10)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2023 was 5.32%.
(11)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2023 was 5.40%.
(12)The interest rate on these loans is subject to 6 month LIBOR, which as of September 30, 2023 was 5.90%.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of December 31, 2022 ($ in thousands) |
| Company(1)(2)(4)(5) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(3) | | Fair Value | | Percentage of Members' Equity |
| Debt Investments | | | | | | | | | | | | | | | |
| Aerospace and defense | | | | | | | | | | | | | | | |
| Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(7) | | First lien senior secured loan | | L + | 6.00% | | 1/2025 | | $ | 34,111 | | | $ | 33,956 | | | $ | 33,305 | | | 10.1 | % |
| Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(7)(13) | | First lien senior secured revolving loan | | L + | 6.00% | | 1/2025 | | 3,000 | | | 2,995 | | | 2,928 | | | 0.9 | % |
| Bleriot US Bidco Inc.(7) | | First lien senior secured loan | | L + | 4.00% | | 10/2026 | | 25,368 | | | 25,282 | | | 25,049 | | | 7.6 | % |
| Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(14) | | First lien senior secured loan | | S + | 3.50% | | 4/2026 | | 38,700 | | | 38,602 | | | 36,813 | | | 11.0 | % |
| | | | | | | | | 101,179 | | | 100,835 | | | 98,095 | | | 29.6 | % |
| Automotive | | | | | | | | | | | | | | | |
| Holley, Inc.(7)(9) | | First lien senior secured loan | | L + | 3.75% | | 11/2028 | | 23,202 | | | 23,060 | | | 20,025 | | | 6.1 | % |
| Mavis Tire Express Services Topco Corp. (9) (14) | | First lien senior secured loan | | S + | 4.00% | | 5/2028 | | 2,925 | | | 2,905 | | | 2,785 | | | 0.8 | % |
| PAI Holdco, Inc.(7) | | First lien senior secured loan | | L + | 3.75% | | 10/2027 | | 9,887 | | | 9,767 | | | 8,700 | | | 2.6 | % |
| | | | | | | | | 36,014 | | | 35,732 | | | 31,510 | | | 9.5 | % |
| Buildings and Real estate | | | | | | | | | | | | | | | |
| CoreLogic Inc. (6)(9) | | First lien senior secured loan | | L + | 3.50% | | 6/2028 | | 12,357 | | | 11,545 | | | 10,273 | | | 3.1 | % |
| Wrench Group, LLC.(7) | | First lien senior secured loan | | L + | 4.00% | | 4/2026 | | 32,008 | | | 31,898 | | | 30,890 | | | 9.5 | % |
| | | | | | | | | 44,365 | | | 43,443 | | | 41,163 | | | 12.6 | % |
| Business Services | | | | | | | | | | | | | | | |
| Capstone Acquisition Holdings, Inc. (6) | | First lien senior secured loan | | L + | 4.75% | | 11/2027 | | 4,953 | | | 4,916 | | | 4,941 | | | 1.5 | % |
| Capstone Acquisition Holdings, Inc. (6) | | First lien senior secured delayed draw term loan | | L + | 4.75% | | 11/2027 | | 334 | | | 331 | | | 333 | | | 0.1 | % |
| CoolSys, Inc.(7) | | First lien senior secured loan | | L + | 4.75% | | 8/2028 | | 13,932 | | | 13,817 | | | 11,250 | | | 3.4 | % |
| CoolSys, Inc.(10)(11)(12)(13) | | First lien senior secured delayed draw term loan | | L + | 4.75% | | 8/2023 | | — | | | (19) | | | (467) | | | — | % |
| ConnectWise, LLC(6)(9) | | First lien senior secured loan | | L + | 3.50% | | 9/2028 | | 16,830 | | | 16,759 | | | 15,951 | | | 4.8 | % |
| LABL, Inc.(6) | | First lien senior secured loan | | L + | 5.00% | | 10/2028 | | 7,920 | | | 7,819 | | | 7,496 | | | 2.3 | % |
| Packers Holdings, LLC(6) | | First lien senior secured loan | | L + | 3.25% | | 3/2028 | | 21,066 | | | 20,679 | | | 18,327 | | | 5.5 | % |
| | | | | | | | | 65,035 | | | 64,302 | | | 57,831 | | | 17.6 | % |
| Chemicals | | | | | | | | | | | | | | | |
| Aruba Investments Holdings LLC (dba Angus Chemical Company)(6) | | First lien senior secured loan | | L + | 3.75% | | 11/2027 | | 15,874 | | | 15,525 | | | 15,398 | | | 4.7 | % |
| | | | | | | | | 15,874 | | | 15,525 | | | 15,398 | | | 4.7 | % |
| Consumer Products | | | | | | | | | | | | | | | |
| Olaplex, Inc.(14) | | First lien senior secured loan | | S + | 3.50% | | 2/2029 | | 14,925 | | | 14,892 | | | 14,030 | | | 4.2 | % |
| | | | | | | | | 14,925 | | | 14,892 | | | 14,030 | | | 4.2 | % |
| Containers and Packaging | | | | | | | | | | | | | | | |
| BW Holding, Inc.(15) | | First lien senior secured loan | | S + | 4.00% | | 12/2028 | | 12,197 | | | 11,971 | | | 11,221 | | | 3.4 | % |
| Five Star Lower Holding LLC (16) | | First lien senior secured loan | | S + | 4.25% | | 5/2029 | | 21,820 | | | 21,540 | | | 21,275 | | | 6.4 | % |
| Ring Container Technologies Group, LLC (dba Ring Container Technologies)(6) | | First lien senior secured loan | | L + | 3.50% | | 8/2028 | | 24,750 | | | 24,699 | | | 24,379 | | | 7.4 | % |
| Valcour Packaging, LLC (8) | | First lien senior secured loan | | L + | 3.75% | | 10/2028 | | 6,948 | | | 6,927 | | | 6,218 | | | 1.9 | % |
| | | | | | | | | 65,715 | | | 65,137 | | | 63,093 | | | 19.1 | % |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of December 31, 2022 ($ in thousands) |
| Company(1)(2)(4)(5) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(3) | | Fair Value | | Percentage of Members' Equity |
| Distribution | | | | | | | | | | | | | | | |
| BCPE Empire Holdings, Inc. (dba Imperial-Dade) (9)(14) | | First lien senior secured loan | | S + | 4.63% | | 6/2026 | | 24,813 | | | 24,044 | | | 24,068 | | | 7.3 | % |
| Dealer Tire, LLC(14) | | First lien senior secured loan | | S + | 4.50% | | 12/2025 | | 35,982 | | | 35,091 | | | 35,563 | | | 10.7 | % |
| SRS Distribution, Inc.(7) | | First lien senior secured loan | | L + | 3.50% | | 6/2028 | | 9,875 | | | 9,816 | | | 9,431 | | | 2.9 | % |
| | | | | | | | | 70,670 | | | 68,951 | | | 69,062 | | | 20.9 | % |
| Education | | | | | | | | | | | | | | | |
| Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7) | | First lien senior secured loan | | L + | 4.00% | | 7/2025 | | 33,512 | | | 33,470 | | | 32,646 | | | 9.9 | % |
| Sophia, L.P. (14) | | First lien senior secured loan | | S + | 4.25% | | 10/2027 | | 19,900 | | | 19,723 | | | 19,850 | | | 6.0 | % |
| | | | | | | | | 53,412 | | | 53,193 | | | 52,496 | | | 15.9 | % |
| Food and beverage | | | | | | | | | | | | | | | |
| Balrog Acquisition, Inc. (dba Bakemark)(7) | | First lien senior secured loan | | L + | 4.00% | | 9/2028 | | 24,750 | | | 24,533 | | | 24,193 | | | 7.3 | % |
| Dessert Holdings(7) | | First lien senior secured loan | | L + | 4.00% | | 6/2028 | | 25,718 | | | 25,560 | | | 23,789 | | | 7.2 | % |
| Eagle Parent Corp.(9)(15) | | First lien senior secured loan | | S + | 4.25% | | 4/2029 | | 2,722 | | | 2,661 | | | 2,668 | | | 0.8 | % |
| Naked Juice LLC (dba Tropicana)(9)(15) | | First lien senior secured loan | | S + | 3.25% | | 1/2029 | | 1,990 | | | 1,986 | | | 1,775 | | | 0.5 | % |
| Sovos Brands Intermediate, Inc.(7)(9) | | First lien senior secured loan | | L + | 3.50% | | 6/2028 | | 20,724 | | | 20,683 | | | 20,138 | | | 6.1 | % |
| | | | | | | | | 75,904 | | | 75,423 | | | 72,563 | | | 21.9 | % |
| Healthcare equipment and services | | | | | | | | | | | | | | | |
| Cadence, Inc.(6) | | First lien senior secured loan | | L + | 5.00% | | 5/2025 | | 28,640 | | | 28,277 | | | 27,793 | | | 8.4 | % |
| Cadence, Inc.(6)(10)(13) | | First lien senior secured revolving loan | | L + | 5.00% | | 5/2024 | | 2,921 | | | 2,892 | | | 2,704 | | | 0.8 | % |
| Confluent Medical Technologies, Inc.(15) | | First lien senior secured loan | | S + | 3.75% | | 2/2029 | | 4,963 | | | 4,940 | | | 4,702 | | | 1.4 | % |
| Medline Intermediate, LP(6)(9) | | First lien senior secured loan | | L + | 3.25% | | 10/2028 | | 24,813 | | | 24,710 | | | 23,547 | | | 7.1 | % |
| Packaging Coordinators Midco, Inc.(7)(9) | | First lien senior secured loan | | L + | 3.50% | | 11/2027 | | 4,937 | | | 4,927 | | | 4,672 | | | 1.4 | % |
| | | | | | | | | 66,274 | | | 65,746 | | | 63,418 | | | 19.1 | % |
| Healthcare providers and services | | | | | | | | | | | | | | | |
| Confluent Health, LLC(6) | | First lien senior secured loan | | L + | 4.00% | | 11/2028 | | 20,419 | | | 20,331 | | | 20,011 | | | 6.1 | % |
| Confluent Health, LLC(6)(10)(12)(13) | | First lien senior secured delayed draw term loan | | L + | 4.00% | | 11/2023 | | 2,514 | | | 2,496 | | | 2,426 | | | 0.7 | % |
| Corgi Bidco, Inc.(9)(15) | | First lien senior secured loan | | S + | 5.00% | | 10/2029 | | 15,000 | | | 14,126 | | | 14,018 | | | 4.2 | % |
| Phoenix Newco, Inc. (dba Parexel)(6)(9) | | First lien senior secured loan | | L + | 3.25% | | 11/2028 | | 27,294 | | | 27,177 | | | 26,240 | | | 7.9 | % |
| Physician Partners, LLC(9)(14) | | First lien senior secured loan | | S + | 4.00% | | 12/2028 | | 9,925 | | | 9,836 | | | 9,434 | | | 2.9 | % |
| | | | | | | | | 75,152 | | | 73,966 | | | 72,129 | | | 21.8 | % |
| Healthcare technology | | | | | | | | | | | | | | | |
| Athenahealth, Inc.(9)(14) | | First lien senior secured loan | | S + | 3.50% | | 2/2029 | | 17,741 | | | 17,665 | | | 15,974 | | | 4.8 | % |
| Athenahealth, Inc.(9)(10)(11)(12)(13)(14) | | First lien senior secured delayed draw term loan | | S + | 3.50% | | 8/2023 | | — | | | (4) | | | (206) | | | — | % |
| Imprivata, Inc.(14) | | First lien senior secured loan | | S + | 4.25% | | 12/2027 | | 19,900 | | | 19,305 | | | 19,154 | | | 0.058 |
| PointClickCare Technologies Inc.(15) | | First lien senior secured loan | | S + | 4.00% | | 12/2027 | | 9,925 | | | 9,794 | | | 9,751 | | | 3.0 | % |
| | | | | | | | | 47,566 | | | 46,760 | | | 44,673 | | | 13.6 | % |
| Infrastructure and environmental services | | | | | | | | | | | | | | | |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Blue Owl Capital Corporation Senior Loan Fund's Portfolio as of December 31, 2022 ($ in thousands) |
| Company(1)(2)(4)(5) | | Investment | | Interest | | Maturity Date | | Par / Units | | Amortized Cost(3) | | Fair Value | | Percentage of Members' Equity |
| CHA Holding, Inc.(7) | | First lien senior secured loan | | L + | 4.50% | | 4/2025 | | 40,272 | | | 40,115 | | | 39,466 | | | 11.9 | % |
| | | | | | | | | 40,272 | | | 40,115 | | | 39,466 | | | 11.9 | % |
| Insurance | | | | | | | | | | | | | | | |
| Acrisure, LLC(15) | | First lien senior secured loan | | S + | 5.75% | | 2/2027 | | 10,000 | | | 9,513 | | | 9,900 | | | 3.0 | % |
| AssuredPartners, Inc.(6) | | First lien senior secured loan | | L + | 4.25% | | 2/2027 | | 4,988 | | | 4,822 | | | 4,875 | | | 1.5 | % |
| Integro Parent Inc.(15) | | First lien senior secured loan | | S + | 10.25% | | 10/2024 | | 3,649 | | | 3,648 | | | 3,638 | | | 1.1 | % |
| Integro Parent Inc.(15) | | First lien senior secured revolving loan | | S + | 10.25% | | 10/2024 | | 736 | | | 736 | | | 733 | | | 0.2 | % |
| | | | | | | | | 19,373 | | | 18,719 | | | 19,146 | | | 5.8 | % |
| Internet software and services | | | | | | | | | | | | | | | |
| Barracuda Networks, Inc. (15) | | First lien senior secured loan | | S + | 4.50% | | 8/2029 | | 25,000 | | | 24,282 | | | 24,063 | | | 7.3 | % |
| CDK Global, Inc.(9)(15) | | First lien senior secured loan | | S + | 4.50% | | 7/2029 | | 25,000 | | | 24,292 | | | 24,745 | | | 7.5 | % |
| DCert Buyer, Inc. (dba DigiCert)(9)(16) | | First lien senior secured loan | | S + | 4.00% | | 10/2026 | | 21,993 | | | 21,925 | | | 21,214 | | | 6.4 | % |
| Help/Systems Holdings, Inc.(15) | | First lien senior secured loan | | S + | 4.00% | | 11/2026 | | 14,847 | | | 14,773 | | | 13,325 | | | 4.0 | % |
| | | | | | | | | 86,840 | | | 85,272 | | | 83,347 | | | 25.2 | % |
| Manufacturing | | | | | | | | | | | | | | | |
| Engineered Machinery Holdings (dba Duravant)(7) | | First lien senior secured loan | | L + | 3.75% | | 5/2028 | | 34,649 | | | 34,508 | | | 33,483 | | | 10.1 | % |
| Gloves Buyer, Inc. (dba Protective Industrial Products)(6) | | First lien senior secured loan | | L + | 4.00% | | 12/2027 | | 14,875 | | | 14,706 | | | 14,763 | | | 4.7 | % |
| Pro Mach Group, Inc.(6)(9) | | First lien senior secured loan | | L + | 4.00% | | 8/2028 | | 24,757 | | | 24,652 | | | 24,039 | | | 7.3 | % |
| | | | | | | | | 74,281 | | | 73,866 | | | 72,285 | | | 22.1 | % |
| Professional Services | | | | | | | | | | | | | | | |
| Apex Group Treasury, LLC(7)(9) | | First lien senior secured loan | | L + | 3.75% | | 7/2028 | | 32,685 | | | 32,584 | | | 31,050 | | | 9.4 | % |
| Sovos Compliance, LLC(6) | | First lien senior secured loan | | L + | 4.50% | | 8/2028 | | 25,518 | | | 25,374 | | | 23,477 | | | 7.1 | % |
| | | | | | | | | 58,203 | | | 57,958 | | | 54,527 | | | 16.5 | % |
| Telecommunications | | | | | | | | | | | | | | | |
| ETC Group(15) | | First lien senior secured loan | | S + | 6.00% | | 10/2029 | | 5,000 | | | 4,609 | | | 4,763 | | | 1.4 | % |
| Park Place Technologies, LLC(9) (14) | | First lien senior secured loan | | S + | 5.00% | | 11/2027 | | 14,886 | | | 14,443 | | | 13,987 | | | 4.2 | % |
| | | | | | | | | 19,886 | | | 19,052 | | | 18,750 | | | 5.6 | % |
| Transportation | | | | | | | | | | | | | | | |
| Safe Fleet Holdings(14) | | First lien senior secured loan | | S + | 5.00% | | 2/2029 | | 14,925 | | | 14,501 | | | 14,403 | | | 4.4 | % |
| | | | | | | | | 14,925 | | | 14,501 | | | 14,403 | | | 4.4 | % |
| | | | | | | | | | | | | | | |
| Total Debt Investments | | | | | | | | | 1,045,865 | | | 1,033,388 | | | 997,385 | | | 302.0 | % |
| Total Investments | | | | | | | | | $ | 1,045,865 | | | $ | 1,033,388 | | | $ | 997,385 | | | 302.0 | % |
_______________(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, OBDC SLF’s investments are pledged as collateral supporting the amounts outstanding under OBDC SLF’s credit facility.
(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premiums or discounts, as applicable, on debt investments using the effective interest method.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR), Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six-
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
month SOFR), or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(6)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2022 was 4.39%.
(7)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2022 was 4.77%.
(8)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2022 was 5.14%.
(9)Level 2 investment.
(10)Position or portion thereof is an unfunded loan commitment.
(11)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(12)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(13)Investment is not pledged as collateral under OBDC SLF’s credit facilities.
(14)The interest rate on these loans is subject to 1 month SOFR, which as of December 31, 2022 was 4.36%.
(15)The interest rate on these loans is subject to 3 month SOFR, which as of December 31, 2022 was 4.59%.
(16)The interest rate on these loans is subject to 6 month SOFR, which as of December 31, 2022 was 4.78%.
The table below presents selected balance sheet information for OBDC SLF as of the following periods:
| | | | | | | | | | | |
| ($ in thousands) | September 30, 2023 (Unaudited) | | December 31, 2022 |
| Assets | | | |
Investments at fair value (amortized cost of $1,103,369 and $1,033,388, respectively) | $ | 1,082,711 | | | $ | 997,385 | |
| Cash | 38,217 | | | 27,914 | |
| Interest receivable | 7,505 | | | 3,920 | |
| Receivable for investments sold | $ | 2,198 | | | $ | — | |
| Prepaid expenses and other assets | 58,105 | | | 6,108 | |
| Total Assets | $ | 1,188,736 | | | $ | 1,035,327 | |
| Liabilities | | | |
Debt (net of unamortized debt issuance costs of $5,240 and $6,117, respectively) | $ | 719,643 | | | $ | 685,265 | |
| Distributions payable | 14,449 | | | 11,095 | |
| Payable for investments purchased | 21,502 | | | — | |
| Accrued expenses and other liabilities | 10,615 | | | 8,703 | |
| Total Liabilities | $ | 766,209 | | | $ | 705,063 | |
| Members' Equity | | | |
| Members' Equity | 422,527 | | | 330,264 | |
| Members' Equity | 422,527 | | | 330,264 | |
| Total Liabilities and Members' Equity | $ | 1,188,736 | | | $ | 1,035,327 | |
The table below presents selected statement of operations information for OBDC SLF for the following periods:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| For the Three Months Ended September 30, | | For the Nine Months Ended September 30, |
| ($ in thousands) | 2023 | | 2022 | | 2023 | | 2022 | | |
| Investment Income | | | | | | | | | |
| Interest income | $ | 29,362 | | | $ | 19,140 | | | $ | 79,868 | | | $ | 41,884 | | | |
| Other income | 91 | | | 772 | | | 222 | | | 1,993 | | | |
| Total Investment Income | 29,453 | | | 19,912 | | | 80,090 | | | 43,877 | | | |
| Expenses | | | | | | | | | |
| Interest expense | 13,817 | | | 7,419 | | | 37,873 | | | 14,965 | | | |
| Professional fees | 336 | | | 243 | | | 823 | | | 719 | | | |
| Total Expenses | 14,153 | | | 7,662 | | | 38,696 | | | 15,684 | | | |
| Net Investment Income Before Taxes | 15,300 | | | 12,250 | | | 41,394 | | | 28,193 | | | |
| Tax expense (benefit) | (920) | | | 436 | | | 272 | | | (184) | | | |
| Net Investment Income After Taxes | $ | 16,220 | | | $ | 11,814 | | | $ | 41,122 | | | $ | 28,377 | | | |
| Net Realized and Change in Unrealized Gain (Loss) on Investments | | | | | | | | | |
| Net change in unrealized gain (loss) on investments | 4,767 | | | 599 | | | 15,345 | | | (33,610) | | | |
| Net realized gain on investments | (1,500) | | | — | | | (3,146) | | | 20 | | | |
| Total Net Realized and Change in Unrealized Gain (Loss) on Investments | 3,267 | | | 599 | | | 12,199 | | | (33,590) | | | |
| Net Increase in Members' Equity Resulting from Operations | $ | 19,487 | | | $ | 12,413 | | | $ | 53,321 | | | $ | (5,213) | | | |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 5. Fair Value of Investments
Investments
The tables below present the fair value hierarchy of investments as of the following periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Hierarchy as of September 30, 2023 |
| ($ in thousands) | | Level 1 | | Level 2 | | Level 3 | | Total |
First-lien senior secured debt investments(1) | | $ | — | | | $ | — | | | $ | 8,875,037 | | | $ | 8,875,037 | |
| Second-lien senior secured debt investments | | — | | | 98,992 | | | 1,684,612 | | | 1,783,604 | |
| Unsecured debt investments | | — | | | 11,637 | | | 264,434 | | | 276,071 | |
Preferred equity investments(4) | | — | | | — | | | 401,139 | | | 401,139 | |
Common equity investments(2) | | 1,086 | | | — | | | 1,189,509 | | | 1,190,595 | |
| Subtotal | | $ | 1,086 | | | $ | 110,629 | | | $ | 12,414,731 | | | $ | 12,526,446 | |
Investments measured at NAV(3) | | — | | | — | | | — | | | 369,712 | |
| Total Investments at fair value | | $ | 1,086 | | | $ | 110,629 | | | $ | 12,414,731 | | | $ | 12,896,158 | |
_______________
(1)Includes debt investment in Amergin AssetCo
(2)Includes equity investment in Wingspire, Amergin AssetCo, and Fifth Season.
(3)Includes equity investment in OBDC SLF.
(4)Includes equity investment in LSI Financing.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Fair Value Hierarchy as of December 31, 2022 |
| ($ in thousands) | | Level 1 | | Level 2 | | Level 3 | | Total |
| First-lien senior secured debt investments | | $ | — | | | $ | — | | | $ | 9,279,179 | | | $ | 9,279,179 | |
| Second-lien senior secured debt investments | | — | | | 43,692 | | | 1,817,286 | | | 1,860,978 | |
| Unsecured debt investments | | — | | | 10,579 | | | 237,440 | | | 248,019 | |
Preferred equity investments(3) | | — | | | — | | | 355,261 | | | 355,261 | |
Common equity investments(1) | | 816 | | | — | | | 977,111 | | | 977,927 | |
| Subtotal | | $ | 816 | | | $ | 54,271 | | | $ | 12,666,277 | | | $ | 12,721,364 | |
Investments measured at NAV(2) | | — | | | — | | | — | | | 288,981 | |
| Total Investments at fair value | | $ | 816 | | | $ | 54,271 | | | $ | 12,666,277 | | | $ | 13,010,345 | |
_______________
(1)Includes equity investment in Wingspire.
(2)Includes equity investment in OBDC SLF.
(3)Includes equity investment in LSI Financing.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The tables below present the changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the following periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Three Months Ended September 30, 2023 |
| ($ in thousands) | First-lien senior secured debt investments | | Second-lien senior secured debt investments | | Unsecured debt investments | | Preferred equity investments | | Common equity investments | | Total |
| Fair value, beginning of period | $ | 8,885,986 | | | $ | 1,703,509 | | | $ | 262,402 | | | $ | 400,625 | | | $ | 1,131,330 | | | $ | 12,383,852 | |
| Purchases of investments, net | 452,554 | | | (14) | | | — | | | 406 | | | 56,890 | | | 509,836 | |
| Payment-in-kind | 27,929 | | | 4,218 | | | 9,496 | | | 5,622 | | | 186 | | | 47,451 | |
| Proceeds from investments, net | (525,076) | | | — | | | — | | | (5,195) | | | — | | | (530,271) | |
| Net change in unrealized gain (loss) | 8,790 | | | (4,910) | | | (7,587) | | | (920) | | | 1,103 | | | (3,524) | |
| Net realized gains (losses) | 3 | | | — | | | — | | | 232 | | | — | | | 235 | |
| Net amortization/accretion of discount/premium on investments | 11,926 | | | 772 | | | 123 | | | 369 | | | — | | | 13,190 | |
| Transfers between investment types | — | | | — | | | — | | | — | | | — | | | — | |
Transfers into (out of) Level 3(1) | 12,925 | | | (18,963) | | | — | | | — | | | — | | | (6,038) | |
| Fair value, end of period | $ | 8,875,037 | | | $ | 1,684,612 | | | $ | 264,434 | | | $ | 401,139 | | | $ | 1,189,509 | | | $ | 12,414,731 | |
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the period ended September 30, 2023, transfers out of Level 3 into Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Nine Months Ended September 30, 2023 |
| ($ in thousands) | First-lien senior secured debt investments | | Second-lien senior secured debt investments | | Unsecured debt investments | | Preferred equity investments | | Common equity investments | | Total |
| Fair value, beginning of period | $ | 9,279,179 | | | $ | 1,817,286 | | | $ | 237,440 | | | $ | 355,261 | | | $ | 977,111 | | | $ | 12,666,277 | |
| Purchases of investments, net | 817,703 | | | (24) | | | — | | | 22,326 | | | 155,265 | | | 995,270 | |
| Payment-in-kind | 98,182 | | | 11,933 | | | 22,954 | | | 26,694 | | | 528 | | | 160,291 | |
| Proceeds from investments, net | (1,309,289) | | | (55,050) | | | (192) | | | (6,784) | | | (12,400) | | | (1,383,715) | |
| Net change in unrealized gain (loss) | 62,391 | | | (100) | | | 3,903 | | | 2,618 | | | 21,186 | | | 89,998 | |
| Net realized gains (losses) | (52,362) | | | — | | | (23) | | | 232 | | | — | | | (52,153) | |
| Net amortization/accretion of discount/premium on investments | 27,539 | | | 2,819 | | | 352 | | | 840 | | | — | | | 31,550 | |
| Transfers between investment types | (47,819) | | | — | | | — | | | — | | | 47,819 | | | — | |
| Transfers into (out of) Level 3(1) | (487) | | | (92,252) | | | — | | | (48) | | | — | | | (92,787) | |
| Fair value, end of period | $ | 8,875,037 | | | $ | 1,684,612 | | | $ | 264,434 | | | $ | 401,139 | | | $ | 1,189,509 | | | $ | 12,414,731 | |
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the period ended September 30, 2023, transfers out of Level 3 into Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Three Months Ended September 30, 2022 |
| ($ in thousands) | First-lien senior secured debt investments | | Second-lien senior secured debt investments | | Unsecured debt investments | | Preferred equity investments | | Common equity investments | | Total |
| Fair value, beginning of period | $ | 9,242,688 | | | $ | 1,763,979 | | | $ | 269,752 | | | $ | 296,766 | | | $ | 730,326 | | | $ | 12,303,511 | |
| Purchases of investments, net | 1,233,610 | | | 36,326 | | | — | | | 24,302 | | | 51,092 | | | 1,345,330 | |
| Payment-in-kind | 19,822 | | | 1,948 | | | 6,224 | | | 3,872 | | | 159 | | | 32,025 | |
| Proceeds from investments, net | (1,279,615) | | | (11,688) | | | (22,512) | | | — | | | (8,575) | | | (1,322,390) | |
| Net change in unrealized gain (loss) | 37,819 | | | (7,765) | | | (14,343) | | | 4,295 | | | 70,977 | | | 90,983 | |
| Net realized gains (losses) | 494 | | | — | | | (1,865) | | | — | | | — | | | (1,371) | |
| Net amortization of discount on investments | 8,946 | | | 811 | | | 119 | | | 216 | | | — | | | 10,092 | |
Transfers into (out of) Level 3(1) | — | | | (32,689) | | | — | | | — | | | — | | | (32,689) | |
| Fair value, end of period | $ | 9,263,764 | | | $ | 1,750,922 | | | $ | 237,375 | | | $ | 329,451 | | | $ | 843,979 | | | $ | 12,425,491 | |
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended September 30, 2022, transfers out of Level 3 into Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of and for the Nine Months Ended September 30, 2022 |
| ($ in thousands) | First-lien senior secured debt investments | | Second-lien senior secured debt investments | | Unsecured debt investments | | Preferred equity investments | | Common equity investments | | Total |
| Fair value, beginning of period | $ | 9,539,774 | | | $ | 1,921,447 | | | $ | 196,485 | | | $ | 260,869 | | | $ | 571,616 | | | $ | 12,490,191 | |
| Purchases of investments, net | 4,157,703 | | | 337,290 | | | 89,239 | | | 98,241 | | | 330,519 | | | 5,012,992 | |
| Payment-in-kind | 64,774 | | | 7,689 | | | 15,002 | | | 13,303 | | | 467 | | | 101,235 | |
| Proceeds from investments, net | (4,432,479) | | | (335,797) | | | (22,512) | | | (33,693) | | | (137,306) | | | (4,961,787) | |
| Net change in unrealized gain (loss) | (95,391) | | | (80,797) | | | (39,286) | | | (14,933) | | | 78,683 | | | (151,724) | |
| Net realized gains (losses) | 670 | | | — | | | (1,865) | | | 4,482 | | | — | | | 3,287 | |
| Net amortization of discount on investments | 29,227 | | | 2,751 | | | 312 | | | 1,182 | | | — | | | 33,472 | |
| Transfers into (out of) Level 3(1) | (514) | | | (101,661) | | | — | | | — | | | — | | | (102,175) | |
| Fair value, end of period | $ | 9,263,764 | | | $ | 1,750,922 | | | $ | 237,375 | | | $ | 329,451 | | | $ | 843,979 | | | $ | 12,425,491 | |
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the nine months ended September 30, 2022, transfers out of Level 3 into Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The table below presents the net change in unrealized gains on investments for which Level 3 inputs were used in determining the fair value that are still held by the Company for the following periods:
| | | | | | | | | | | |
| Net change in unrealized gain (loss) for the Three Months Ended September 30, 2023 on Investments Held at September 30, 2023 | | Net change in unrealized gain (loss) for the Three Months Ended September 30, 2022 on Investments Held at September 30, 2022 |
| First-lien senior secured debt investments | $ | 8,740 | | | $ | 28,663 | |
| Second-lien senior secured debt investments | (4,910) | | | (7,756) | |
| Unsecured debt investments | (7,587) | | | (14,345) | |
| Preferred equity investments | (921) | | | 4,295 | |
| Common equity investments | 1,112 | | | 73,339 | |
| Total Investments | $ | (3,566) | | | $ | 84,196 | |
| | | | | | | | | | | |
| Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2023 on Investments Held at September 30, 2023 | | Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2022 on Investments Held at September 30, 2022 |
| First-lien senior secured debt investments | $ | 14,469 | | | $ | (97,931) | |
| Second-lien senior secured debt investments | (100) | | | (80,309) | |
| Unsecured debt investments | 3,903 | | | (39,287) | |
| Preferred equity investments | 2,617 | | | (14,675) | |
| Common equity investments | 69,014 | | | 75,774 | |
| Total Investments | $ | 89,903 | | | $ | (156,428) | |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The following tables present quantitative information about the significant unobservable inputs of the Company’s Level 3 investments as of the following periods. The weighted average range of unobservable inputs is based on fair value of investments. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of September 30, 2023 |
| ($ in thousands) | Fair Value | | Valuation Technique | | Unobservable Input | | (Range) Weighted Average | | Impact to Valuation from an Increase in Input |
| First-lien senior secured debt investments | $ | 8,614,432 | | | Yield Analysis | | Market Yield | | (8.9% - 27.3%) 13.4% | | Decrease |
| 200,596 | | | Recent Transaction | | Transaction Price | | (97.0% - 100.0%) 98.9% | | Increase |
| 60,009 | | | Collateral Analysis | | Recovery Rate | | (85.5% - 85.5%) 85.5% | | Increase |
| Second-lien senior secured debt investments | $ | 1,676,175 | | | Yield Analysis | | Market Yield | | (12.1% - 29.8%) 16.2% | | Decrease |
| 8,437 | | | Collateral Analysis | | Recovery Rate | | (13.3% - 13.3%) 13.3% | | Increase |
| | | | | | | | | |
| Unsecured debt investments | $ | 258,662 | | | Yield Analysis | | Market Yield | | (11.7% - 18.0%) 13.2% | | Decrease |
| 5,772 | | | Market Approach | | EBITDA Multiple | | (12.4x - 12.4x) 12.4x | | Increase |
| Preferred equity investments | $ | 401,139 | | | Yield Analysis | | Market Yield | | (11.4% - 26.3%) 16.0% | | Decrease |
| | | | | | | | | |
| | | | | | | | | |
| Common equity investments | $ | 952,960 | | | Market Approach | | EBITDA Multiple | | (1.2x - 19.3x) 4.6x | | Increase |
| 188,172 | | | Recent Transaction | | Transaction Price | | (100.0% - 100.0%) 100.0% | | Increase |
| 34,288 | | | Market Approach | | Revenue | | (1.9x - 14.3x) 10.3x | | Increase |
| 9,416 | | | Yield Analysis | | Market Yield | | (8.0% - 8%) 8% | | Decrease |
| 4,533 | | | Market Approach | | Transaction Price | | ($77.00 - $77.00) $77.00 | | Increase |
| 140 | | | Market Approach | | Gross Profit | | (10.0x - 10.0x) 10.0x | | Increase |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | As of December 31, 2022 |
| ($ in thousands) | | Fair Value | | Valuation Technique | | Unobservable Input | | Range (Weighted Average) | | Impact to Valuation from an Increase in Input |
| First-lien senior secured debt investments | | $ | 9,148,610 | | | Yield Analysis | | Market Yield | | (8.2% - 42.0%) 13.1% | | Decrease |
| | 86,606 | | | Recent Transaction | | Transaction Price | | (97.5% - 99.0%) 97.8% | | Increase |
| | 43,963 | | | Collateral Analysis | | Recovery Rate | | (51.0% - 51.0%) 51.0% | | Increase |
Second-lien senior secured debt investments | | $ | 1,806,340 | | | Yield Analysis | | Market Yield | | (12.6% - 21.0%) 16.0% | | Decrease |
| | 6,048 | | | Collateral Analysis | | Recovery Rate | | (9.5% - 9.5%) 9.5% | | Increase |
| | 4,898 | | | Recent Transaction | | Transaction Price | | (98.0% - 98.0%) 98.0% | | Increase |
Unsecured debt investments | | $ | 232,280 | | | Yield Analysis | | Market Yield | | (10.4% - 20.2%) 12.4% | | Decrease |
| | 5,160 | | | Market Approach | | EBITDA Multiple | | (14.3x - 14.3x) 14.3x | | Increase |
| Preferred equity investments | | $ | 339,821 | | | Yield Analysis | | Market Yield | | (11.9% - 17.9%) 14.1% | | Decrease |
| | 15,395 | | | Recent Transaction | | Transaction Price | | (96.5% - 100.0%) 97.9% | | Increase |
| | 45 | | | Market Approach | | EBITDA Multiple | | (11.5x - 11.5x) 11.5x | | Increase |
| Common equity investments | | $ | 848,356 | | | Market Approach | | EBITDA Multiple | | (1.2x - 23.3x) 5.5x | | Increase |
| | 25,241 | | | Market Approach | | Revenue | | (0.8x - 16.6x) 12.2x | | Increase |
| | 99,210 | | | Recent Transaction | | Transaction Price | | (100% - 100%) 100% | | Increase |
| | 4,215 | | | Market Approach | | Transaction Price | | ($75.31 - $75.31) $75.31 | | Increase |
| | 89 | | | Market Approach | | Gross Profit | | (8.5x - 8.5x) 8.5x | | Increase |
The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.
When the debtor is not performing or when there is insufficient value to cover the investment, the Company may utilize a net recovery approach to determine the fair value of debt investments in subject companies. A net recovery analysis typically consists of two steps. First, the total enterprise value for the subject company is estimated using standard valuation approaches, most commonly the market approach. Second, the fair value for each investment in the subject company is then estimated by allocating the subject company’s total enterprise value to the outstanding securities in the capital structure based upon various factors, including seniority, preferences, and other features if deemed relevant to each security in the capital structure.
Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable publicly-traded company and comparable market transaction multiples of revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions typically would be used.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Debt Not Carried at Fair Value
Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The table below presents the carrying and fair values of the Company’s debt obligations as of the following periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2023 | | December 31, 2022 |
| ($ in thousands) | | Net Carrying Value(1) | | Fair Value | | Net Carrying Value(2) | | Fair Value |
| Revolving Credit Facility | | $ | 408,806 | | | $ | 408,806 | | | $ | 542,453 | | | $ | 542,453 | |
| SPV Asset Facility II | | 135,617 | | | 135,617 | | | 245,368 | | | 245,368 | |
| SPV Asset Facility III | | — | | | — | | | 249,372 | | | 249,372 | |
| | | | | | | | |
| CLO I | | 384,328 | | | 384,328 | | | 387,321 | | | 387,321 | |
| CLO II | | 257,405 | | | 257,405 | | | 257,206 | | | 257,206 | |
| CLO III | | 258,263 | | | 258,263 | | | 258,145 | | | 258,145 | |
| CLO IV | | 288,061 | | | 288,061 | | | 287,777 | | | 287,777 | |
| CLO V | | 506,941 | | | 506,941 | | | 506,792 | | | 506,792 | |
| CLO VI | | 258,396 | | | 258,396 | | | 258,271 | | | 258,271 | |
| CLO VII | | 237,232 | | | 237,232 | | | 237,155 | | | 237,155 | |
| CLO X | | 258,093 | | | 258,093 | | | — | | | — | |
| 2024 Notes | | 392,062 | | | 397,000 | | | 384,851 | | | 395,000 | |
| 2025 Notes | | 422,459 | | | 403,750 | | | 421,242 | | | 399,500 | |
| July 2025 Notes | | 496,670 | | | 468,750 | | | 495,347 | | | 462,500 | |
| 2026 Notes | | 494,772 | | | 467,500 | | | 493,162 | | | 461,250 | |
| July 2026 Notes | | 986,434 | | | 897,500 | | | 982,993 | | | 875,000 | |
| 2027 Notes | | 439,095 | | | 430,000 | | | 438,332 | | | 412,500 | |
| 2028 Notes | | 837,765 | | | 699,125 | | | 835,957 | | | 673,625 | |
| Total Debt | | $ | 7,062,399 | | | $ | 6,756,767 | | | $ | 7,281,744 | | | $ | 6,909,235 | |
_______________
(1)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, CLO X, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $12.2 million, $4.4 million, $2.5 million, $2.6 million, $1.7 million, $4.4 million, $2.7 million, $1.6 million, $1.9 million, $1.9 million, $1.2 million, $2.6 million, $3.3 million, $5.2 million, $13.6 million, $6.5 million and $12.2 million, respectively.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $14.7 million, $4.6 million, $0.6 million, $2.7 million, $2.8 million, $1.9 million, $4.7 million, $2.8 million, $1.7 million, $2.0 million, $2.9 million, $3.8 million, $4.7 million, $6.8 million, $17.0 million, $7.9 million and $14.0 million, respectively.
The below table presents the fair value measurements of the Company’s debt obligations as of the following periods:
| | | | | | | | | | | | | | |
| ($ in thousands) | | September 30, 2023 | | December 31, 2022 |
| Level 1 | | $ | — | | | $ | — | |
| Level 2 | | 3,763,625 | | | 3,679,375 | |
| Level 3 | | 2,993,142 | | | 3,229,860 | |
| Total Debt | | $ | 6,756,767 | | | $ | 6,909,235 | |
Financial Instruments Not Carried at Fair Value
As of September 30, 2023 and December 31, 2022, the carrying amounts of the Company’s assets and liabilities, other than investments at fair value and debt, approximate fair value due to their short maturities.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 6. Debt
In accordance with the 1940 Act, with certain limitations, the Company is allowed to borrow amounts such that its asset coverage, as defined in the 1940 Act, is at least 150%. As of September 30, 2023 and December 31, 2022, the Company’s asset coverage was 183% and 179%, respectively.
The below tables present the debt obligations for the following periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | September 30, 2023 |
| ($ in thousands) | | Aggregate Principal Committed | | Outstanding Principal | | Amount Available(1) | | Net Carrying Value(2) |
Revolving Credit Facility(3)(5) | | $ | 1,795,000 | | | $ | 420,964 | | | $ | 1,318,591 | | | $ | 408,806 | |
| SPV Asset Facility II | | 250,000 | | | 140,000 | | | 110,000 | | | 135,617 | |
| | | | | | | | |
| | | | | | | | |
| CLO I | | 386,806 | | | 386,806 | | | — | | | 384,328 | |
| CLO II | | 260,000 | | | 260,000 | | | — | | | 257,405 | |
| CLO III | | 260,000 | | | 260,000 | | | — | | | 258,263 | |
| CLO IV | | 292,500 | | | 292,500 | | | — | | | 288,061 | |
| CLO V | | 509,625 | | | 509,625 | | | — | | | 506,941 | |
| CLO VI | | 260,000 | | | 260,000 | | | — | | | 258,396 | |
| CLO VII | | 239,150 | | | 239,150 | | | — | | | 237,232 | |
| CLO X | | 260,000 | | | 260,000 | | | — | | | 258,093 | |
2024 Notes(4) | | 400,000 | | | 400,000 | | | — | | | 392,062 | |
| 2025 Notes | | 425,000 | | | 425,000 | | | — | | | 422,459 | |
| July 2025 Notes | | 500,000 | | | 500,000 | | | — | | | 496,670 | |
| 2026 Notes | | 500,000 | | | 500,000 | | | — | | | 494,772 | |
| July 2026 Notes | | 1,000,000 | | | 1,000,000 | | | — | | | 986,434 | |
2027 Notes(4) | | 500,000 | | | 500,000 | | | — | | | 439,095 | |
| 2028 Notes | | 850,000 | | | 850,000 | | | — | | | 837,765 | |
| Total Debt | | $ | 8,688,081 | | | $ | 7,204,045 | | | $ | 1,428,591 | | | $ | 7,062,399 | |
______________
(1)The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, CLO X, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $12.2 million, $4.4 million, $2.5 million, $2.6 million, $1.7 million, $4.4 million, $2.7 million, $1.6 million, $1.9 million, $1.9 million, $1.2 million, $2.6 million, $3.3 million, $5.2 million, $13.6 million, $6.5 million and $12.2 million respectively.
(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.
(5)The amount available is reduced by $55.4 million of outstanding letters of credit.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2022 |
| ($ in thousands) | | Aggregate Principal Committed | | Outstanding Principal | | Amount Available(1) | | Net Carrying Value(2) |
Revolving Credit Facility(3)(5) | | $ | 1,855,000 | | | $ | 557,144 | | | $ | 1,253,057 | | | $ | 542,453 | |
| SPV Asset Facility II | | 350,000 | | | 250,000 | | | 100,000 | | | 245,368 | |
| SPV Asset Facility III | | 250,000 | | | 250,000 | | | — | | | 249,372 | |
| | | | | | | | |
| CLO I | | 390,000 | | | 390,000 | | | — | | | 387,321 | |
| CLO II | | 260,000 | | | 260,000 | | | — | | | 257,206 | |
| CLO III | | 260,000 | | | 260,000 | | | — | | | 258,145 | |
| CLO IV | | 292,500 | | | 292,500 | | | — | | | 287,777 | |
| CLO V | | 509,625 | | | 509,625 | | | — | | | 506,792 | |
| CLO VI | | 260,000 | | | 260,000 | | | — | | | 258,271 | |
| CLO VII | | 239,150 | | | 239,150 | | | — | | | 237,155 | |
2024 Notes(4) | | 400,000 | | | 400,000 | | | — | | | 384,851 | |
| 2025 Notes | | 425,000 | | | 425,000 | | | — | | | 421,242 | |
| July 2025 Notes | | 500,000 | | | 500,000 | | | — | | | 495,347 | |
| 2026 Notes | | 500,000 | | | 500,000 | | | — | | | 493,162 | |
| July 2026 Notes | | 1,000,000 | | | 1,000,000 | | | — | | | 982,993 | |
2027 Notes(4) | | 500,000 | | | 500,000 | | | — | | | 438,332 | |
| 2028 Notes | | 850,000 | | | 850,000 | | | — | | | 835,957 | |
| Total Debt | | $ | 8,841,275 | | | $ | 7,443,419 | | | $ | 1,353,057 | | | $ | 7,281,744 | |
______________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $14.7 million, $4.6 million, $0.6 million, $2.7 million, $2.8 million, $1.9 million, $4.7 million, $2.8 million, $1.7 million, $2.0 million, $2.9 million, $3.8 million, $4.7 million, $6.8 million, $17.0 million, $7.9 million and $14.0 million respectively.
(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.
(5)The amount available is reduced by $44.8 million of outstanding letters of credit.
The table below presents the components of interest expense for the following periods:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended September 30, | | For the Nine Months Ended September 30, |
| ($ in thousands) | | 2023 | | 2022 | | 2023 | | 2022 | | |
| Interest expense | | $ | 103,931 | | | $ | 73,539 | | | $ | 304,398 | | | $ | 184,354 | | | |
| Amortization of debt issuance costs | | 6,152 | | | 6,311 | | | 20,577 | | | 21,133 | | | |
Net change in unrealized gain (loss) on effective interest rate swaps and hedged items(1) | | 362 | | | 1,360 | | | (559) | | | 4,448 | | | |
| Total Interest Expense | | $ | 110,445 | | | $ | 81,210 | | | $ | 324,416 | | | $ | 209,935 | | | |
| Average interest rate | | 5.6 | % | | 3.9 | % | | 5.4 | % | | 3.4 | % | | |
| Average daily borrowings | | $ | 7,260,470 | | | $ | 7,368,456 | | | $ | 7,396,054 | | | $ | 7,218,099 | | | |
______________
(1)Refer to the 2023 Notes, 2024 Notes and 2027 Notes for details on each facility’s interest rate swap.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Credit Facilities
The Company’s credit facilities contain customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).
Description of Facilities
Revolving Credit Facility
On August 26, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of February 1, 2017 (as amended, restated, supplemented or otherwise modified prior to August 26, 2022). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Revolving Credit Lender” and collectively, the “Revolving Credit Lenders”) and Truist Bank, as Administrative Agent.
The Revolving Credit Facility is guaranteed by certain domestic subsidiaries of the Company in existence as of the closing date of the Revolving Credit Facility, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
The maximum principal amount of the Revolving Credit Facility is $1.8 billion (decreased from $1.86 billion on April 4, 2023), subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. The amount available for borrowing under the Revolving Credit Facility is reduced by any standby letters of credit issued through the Revolving Credit Facility. Maximum capacity under the Revolving Credit Facility may be increased to $2.8 billion through the Company’s exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility terminated on March 31, 2023, with respect to $60 million of commitments, and will terminate on September 3, 2024, with respect to $15 million of commitments (together, the "Non-Extending Commitments"), and on August 26, 2026, with respect to the remaining commitments (such remaining commitments, the "Extending Commitments") (together, the “Revolving Credit Facility Commitment Termination Date”). The Revolving Credit Facility will mature on September 3, 2025, with respect to $15 million of commitments, and on August 26, 2027, with respect to the remaining commitments (together, the “Revolving Credit Facility Maturity Date”). During the period from the earliest Revolving Credit Facility Commitment Termination Date to the final Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility with respect to the Extending Commitments in U.S. dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum or (ii) the alternative base rate plus margin of either 0.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 0.75% per annum. Amounts drawn under the Revolving Credit Facility with respect to the Non-Extending Commitments in U.S. Dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, the Company may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility with respect to the Extending Commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum. Amounts drawn under the Revolving Credit Facility with respect to the Non-Extending Commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. The Company will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.
The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to the Company’s shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
SPV Asset Facilities
SPV Asset Facility II
On May 22, 2018, ORCC Financing II LLC (“ORCC Financing II”), a Delaware limited liability company and subsidiary of the Company, entered into a Credit Agreement (as amended, the “SPV Asset Facility II”), with ORCC Financing II, as Borrower, the lenders from time to time parties thereto (the “SPV Asset Facility II Lenders”), Natixis, New York Branch, as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, and Cortland Capital Market Services LLC as Document Custodian. The parties to the SPV Asset Facility II have entered into various amendments, including to admit new lenders, increase or decrease the maximum principal amount available under the facility, extend the availability period and maturity date, change the interest rate and make various other changes. The following describes the terms of SPV Asset Facility II amended through April 17, 2023 (the “SPV Asset Facility II Eighth Amendment Date”).
From time to time, the Company sells and contributes certain investments to ORCC Financing II pursuant to a sale and contribution agreement by and between the Company and ORCC Financing II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORCC Financing II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC Financing II through the Company’s ownership of ORCC Financing II. The maximum principal amount of the SPV Asset Facility II as of the SPV Asset Facility II Eighth Amendment Date is $250 million (which consists of $250 million of revolving commitments). The availability of this amount is subject to an overcollateralization ratio test, which is based on the value of ORCC Financing II’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility II provides for the ability to draw and redraw revolving loans under the SPV Asset Facility II through April 22, 2025, unless the revolving commitments are terminated sooner as provided in the SPV Asset Facility II (the “SPV Asset Facility II Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility II will mature on April 17, 2033 (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORCC Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORCC Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
With respect to revolving loans, amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.40%) plus a spread of 2.75% during the period April 17, 2023 to the date on which the reinvestment period ends. From April 17, 2023 to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee of 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of ORCC Financing II and on any payments received by ORCC Financing II in respect of those assets. Assets pledged to the SPV Asset Facility II Lenders will not be available to pay the debts of the Company.
SPV Asset Facility III
On December 14, 2018 (the “SPV Asset Facility III Closing Date”), ORCC Financing III LLC (“ORCC Financing III”), a Delaware limited liability company and subsidiary of the Company, entered into a Loan Financing and Servicing Agreement (the “SPV Asset Facility III”), with ORCC Financing III, as borrower, the Company, as equity holder and services provider, the lenders from time to time parties thereto (the “SPV Asset Facility III Lenders”), Deutsche Bank AG, New York Branch, as Facility Agent, State Street Bank and Trust Company, as Collateral Agent and Cortland Capital Market Services LLC, as Collateral Custodian. The parties to the SPV Asset Facility III entered into various amendments, including those relating to the undrawn fee and make-whole fee and definition of “Change of Control.” The following describes the terms of SPV Asset Facility III as of its termination on March 9, 2023 (the “SPV Asset Facility III Termination Date”).
From time to time, the Company sold and contributed certain loan assets to ORCC Financing III pursuant to a Sale and Contribution Agreement by and between the Company and ORCC Financing III. No gain or loss was recognized as a result of the contribution. Proceeds from the SPV Asset Facility III were used to finance the origination and acquisition of eligible assets by ORCC Financing III, including the purchase of such assets from the Company. The Company retained a residual interest in assets contributed to or acquired by ORCC Financing III through its ownership of ORCC Financing III. The maximum principal amount of the SPV Asset Facility III was $250 million; the availability of this amount was subject to a borrowing base test, which was based on the value of ORCC Financing III’s assets from time to time, and satisfaction of certain conditions, including interest spread and weighted average coupon tests, certain concentration limits and collateral quality tests.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The SPV Asset Facility III provided for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility III until June 14, 2023 unless such period was extended or accelerated under the terms of the SPV Asset Facility III (the “SPV Asset Facility III Revolving Period”). Prior to the SPV Asset Facility III Termination Date, proceeds received by ORCC Financing III from principal and interest, dividends, or fees on assets were required to be used to pay fees, expenses and interest on outstanding advances, and the excess returned to the Company, subject to certain conditions. On the SPV Asset Facility III Termination Date, ORCC Financing III repaid in full all outstanding fees and expenses and all principal and interest on outstanding advances.
Amounts drawn bore interest at term SOFR (or, in the case of certain SPV Asset Facility III Lenders that are commercial paper conduits, the lower of (a) their cost of funds and (b) term SOFR, such term SOFR not to be lower than zero) plus a spread equal to 2.20% per annum, which spread would have increased (a) on and after the end of the SPV Asset Facility III Revolving Period by 0.15% per annum if no event of default had occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). Term SOFR may have been replaced as a base rate under certain circumstances. The Company predominantly borrowed utilizing term SOFR rate loans, generally electing one-month SOFR upon borrowing. During the SPV Asset Facility III Revolving Period, ORCC Financing III paid an undrawn fee ranging from 0.25% to 0.50% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility III. During the SPV Asset Facility III Revolving Period, if the undrawn commitments were in excess of a certain portion (initially 20% and increasing in stages to 75%) of the total commitments under the SPV Asset Facility III, ORCC Financing III would have also paid a make-whole fee equal to the Applicable Margin multiplied by such excess undrawn commitment amount, reduced by the undrawn fee payable on such excess. The SPV Asset Facility III contained customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing III, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility III was secured by a perfected first priority security interest in the assets of ORCC Financing III and on any payments received by ORCC Financing III in respect of those assets. Assets pledged to the SPV Asset Facility III Lenders were not available to pay the debts of the Company.
SPV Asset Facility IV
On August 2, 2019 (the “SPV Asset Facility IV Closing Date”), ORCC Financing IV LLC (“ORCC Financing IV”), a Delaware limited liability company and newly formed subsidiary of the Company entered into a Credit Agreement (the “SPV Asset Facility IV”), with ORCC Financing IV, as borrower, Société Générale, as initial Lender and as Administrative Agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian, and Cortland Capital Market Services LLC as Document Custodian and the lenders from time to time party thereto pursuant to Assignment and Assumption Agreements (the “SPV Asset Facility IV Lenders”).
On March 11, 2022, (the “SPV Asset Facility IV Amendment Date”), the parties to the SPV Asset Facility IV amended the SPV Asset Facility IV to extend the reinvestment period from April 1, 2022 until October 3, 2022 and the stated maturity from April 1, 2030 to October 1, 2030. The amendment also changed the applicable interest rate from LIBOR plus an applicable margin of 2.15% during the reinvestment period and LIBOR plus an applicable margin of 2.40% after the reinvestment period to term SOFR plus an applicable margin of 2.30% during the reinvestment period and term SOFR plus an applicable margin of 2.55% after the reinvestment period.
From time to time, the Company sold and contributed certain investments to ORCC Financing IV pursuant to a Sale and Contribution Agreement by and between the Company and ORCC Financing IV. The SPV Asset Facility IV was terminated on October 3, 2022 (the “SPV Asset Facility IV Termination Date”). No gain or loss was recognized as a result of the contribution. Proceeds from the SPV Asset Facility IV were used to finance the origination and acquisition of eligible assets by ORCC Financing IV, including the purchase of such assets from the Company. The Company retained a residual interest in assets contributed to or acquired by ORCC Financing IV through its ownership of ORCC Financing IV. The maximum principal amount of the SPV Asset Facility IV was $250 million; the availability of this amount was subject to an overcollateralization ratio test, which was based on the value of ORCC Financing IV’s assets from time to time, and satisfaction of certain conditions, including an interest coverage ratio test, certain concentration limits and collateral quality tests.
The SPV Asset Facility IV provides for the ability to (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility IV until the last day of the reinvestment period unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility IV (the “SPV Asset Facility IV Commitment Termination Date”). Prior to the SPV Asset Facility IV Termination Date, proceeds received by ORCC Financing IV from principal and interest, dividends, or fees on assets were required to be used to pay fees, expenses and interest on outstanding borrowings, and the excess may have been returned to the Company, subject to certain conditions. On the SPV Asset Facility IV Termination Date, ORCC Financing IV repaid in full all outstanding fees and expenses and all principal and interest on outstanding borrowings.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
From the SPV Asset Facility IV Closing Date to the SPV Asset Facility IV Termination Date, there was a commitment fee ranging from 0.50% to 0.75% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility IV. The SPV Asset Facility IV contained customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing IV, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility IV was secured by a perfected first priority security interest in the assets of ORCC Financing IV and on any payments received by ORCC Financing IV in respect of those assets. Assets pledged to the SPV Asset Facility IV Lenders were not available to pay the debts of the Company.
CLOs
CLO I
On May 28, 2019 (the “CLO I Closing Date”), the Company completed a $596 million term debt securitization transaction (the “CLO I Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO I Transaction and the secured loan borrowed in the CLO I Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiaries Owl Rock CLO I, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO I Issuer”), and Owl Rock CLO I, LLC, a Delaware limited liability company (the “CLO I Co-Issuer” and together with the CLO I Issuer, the “CLO I Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO I Issuer. The following describes the terms of the CLO I Transaction as supplemented through June 28, 2023 (the “CLO I Indenture Supplement Date”).
In the CLO I Transaction the CLO I Issuers (A) issued the following notes pursuant to an indenture and security agreement dated as of the CLO I Closing Date (as supplemented by the supplemental indenture dated as of the CLO I Indenture Supplement Date by and among the CLO I Issuer, the CLO I Co-Issuer and State Street Bank and Trust Company, the “CLO I Indenture”), by and among the CLO I Issuers and State Street Bank and Trust Company: (i) $242 million of AAA(sf) Class A Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.80%, (ii) $30 million of AAA(sf) Class A-F Notes, which bear interest at a fixed rate of 4.165%, and (iii) $68 million of AA(sf) Class B Notes, which bear interest at term SOFR (plus a spread adjustment) plus 2.70% (together, the “CLO I Notes”) and (B) borrowed $50 million under floating rate loans (the “Class A Loans” and together with the CLO I Notes, the “CLO I Debt”), which bear interest at term SOFR (plus a spread adjustment) plus 1.80%, under a credit agreement (the “CLO I Credit Agreement”), dated as of the CLO I Closing Date, by and among the CLO I Issuers, as borrowers, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The Class A Loans may be exchanged by the lenders for Class A Notes at any time, subject to certain conditions under the CLO I Credit Agreement and the CLO I Indenture. The CLO I Debt is scheduled to mature on May 20, 2031. The CLO I Notes were privately placed by Natixis Securities Americas, LLC and SG Americas Securities, LLC.
Concurrently with the issuance of the CLO I Notes and the borrowing under the Class A Loans, the CLO I Issuer issued approximately $206.1 million of subordinated securities in the form of 206,106 preferred shares at an issue price of U.S.$1,000 per share (the “CLO I Preferred Shares”). The CLO I Preferred Shares were issued by the CLO I Issuer as part of its issued share capital and are not secured by the collateral securing the CLO I Debt. The Company owns all of the CLO I Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acts as retention holder in connection with the CLO I Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO I Preferred Shares.
The Adviser serves as collateral manager for the CLO I Issuer under a collateral management agreement dated as of the CLO I Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO I Issuers’ equity or notes owned by the Company.
The CLO I Debt is secured by all of the assets of the CLO I Issuer, which will consist primarily of middle market loans, participation interests in middle market loans, and related rights and the cash proceeds thereof. As part of the CLO I Transaction, ORCC Financing II LLC and the Company sold and contributed approximately $575 million par amount of middle market loans to the CLO I Issuer on the CLO I Closing Date. No gain or loss was recognized as a result of these sales and contributions. Such loans constituted the initial portfolio assets securing the CLO I Debt. The Company and ORCC Financing II LLC each made customary representations, warranties, and covenants to the CLO I Issuer regarding such sales and contributions under a loan sale agreement.
Through May 20, 2023, a portion of the proceeds received by the CLO I Issuer from the loans securing the CLO I Debt could be used by the CLO I Issuer to purchase additional middle market loans under the direction of the Adviser as the collateral manager for the CLO I Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The CLO I Debt is the secured obligation of the CLO I Issuers, and the CLO I Indenture and the CLO I Credit Agreement include customary covenants and events of default. Assets pledged to holders of the CLO I Debt and the other secured parties under the CLO I Indenture will not be available to pay the debts of the Company.
The CLO I Notes were offered in reliance on Section 4(a)(2) of the Securities Act. The CLO I Notes have not been registered under the Securities Act or any state securities (e.g. “blue sky”) laws and, unless so registered, may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act as applicable.
CLO II Refinancing
On April 9, 2021 (the “CLO II Refinancing Date”), the Company completed a $398.1 million term debt securitization refinancing (the “CLO II Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO II Refinancing were issued by the Company’s consolidated subsidiaries Owl Rock CLO II, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO II Issuer”), and Owl Rock CLO II, LLC, a Delaware limited liability company (the “CLO II Co-Issuer” and together with the CLO II Issuer, the “CLO II Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO II Issuer. The following describes the terms of the CLO II Refinancing as supplemented through July 18, 2023 (the “CLO II Refinancing Indenture Supplement Date”).
The CLO II Refinancing was executed by the issuance of the following classes of notes pursuant to an indenture and security agreement dated as of December 12, 2019 (such date, the “CLO II Closing Date,” and such agreement, the “CLO II Indenture”), as supplemented by the first supplemental indenture dated as of the CLO II Refinancing Date and as further supplemented by the second supplemental indenture dated as of the CLO II Refinancing Indenture Supplement Date) by and among the CLO II Issuer, the CLO II Co-Issuer and State Street Bank And Trust Company, the “CLO II Refinancing Indenture”), by and among the CLO II Issuers and State Street Bank and Trust Company: (i) $204 million of AAA(sf) Class A-LR Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.55%, (ii) $20 million of AAA(sf) Class A-FR Notes, which bear interest at a fixed rate of 2.48% and (iii) $36 million of AA(sf) Class B-R Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.90% (together, the “CLO II Refinancing Debt”). The CLO II Refinancing Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the CLO II Issuer. The CLO II Refinancing Debt is scheduled to mature on April 20, 2033. The CLO II Refinancing Debt was privately placed by Deutsche Bank Securities Inc. The proceeds from the CLO II Refinancing were used to redeem in full the classes of notes issued on the CLO II Closing Date.
Concurrently with the issuance of the CLO II Refinancing Debt, the CLO II Issuer issued subordinated securities in the form of 1,500 additional preferred shares at an issue price of U.S.$1,000 per share (the “CLO II Refinancing Preferred Shares”) resulting in a total outstanding number of CLO II Preferred Shares of 138,100 ($138.1 million total issue price). The CLO II Refinancing Preferred Shares were issued by the CLO II Issuer as part of its issued share capital and are not secured by the collateral securing the CLO II Refinancing Debt. The Company purchased all of the CLO II Refinancing Preferred Shares. The Company acts as retention holder in connection with the CLO II Refinancing for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO II Preferred Shares. The proceeds from the CLO II Refinancing Preferred Shares were used to pay certain expenses incurred in connection with the CLO II Refinancing.
Through April 20, 2025, a portion of the proceeds received by the CLO II Issuer from the loans securing the CLO II Refinancing Debt may be used by the CLO II Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO II Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO II Refinancing Debt is the secured obligation of the CLO II Issuers, and the CLO II Refinancing Indenture includes customary covenants and events of default. The CLO II Refinancing Debt has not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO II Issuer under a collateral management agreement dated as of the CLO II Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO II Issuers’ equity or notes owned by the Company.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
CLO III
On March 26, 2020 (the “CLO III Closing Date”), the Company completed a $395.31 million term debt securitization transaction (the “CLO III Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO III Transaction were issued by the Company’s consolidated subsidiaries Owl Rock CLO III, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO III Issuer”), and Owl Rock CLO III, LLC, a Delaware limited liability company (the “CLO III Co-Issuer” and together with the CLO III Issuer, the “CLO III Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO III Issuer. The following describes the terms of the CLO III Transaction as supplemented through July 18, 2023 (the “CLO III Indenture Supplement Date”).
The CLO III Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO III Closing Date (as supplemented by the supplemental indenture dated as of the CLO III Indenture Supplement Date by and among the CLO III Issuer, the CLO III Co-Issuer and State Street Bank And Trust Company, the “CLO III Indenture”), by and among the CLO III Issuers and State Street Bank and Trust Company: (i) $166 million of AAA(sf) Class A-1L Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.80%, (ii) $40 million of AAA(sf) Class A-1F Notes, which bear interest at a fixed rate of 2.75%, (iii) $20 million of AAA(sf) Class A-2 Notes, which bear interest at term SOFR (plus a spread adjustment) plus 2.00%, and (iv) $34 million of AA(sf) Class B Notes, which bear interest at term SOFR (plus a spread adjustment) plus 2.45% (together, the “CLO III Debt”). The CLO III Debt is scheduled to mature on April 20, 2032. The CLO III Debt was privately placed by SG Americas Securities, LLC.
Concurrently with the issuance of the CLO III Debt, the CLO III Issuer issued approximately $135.31 million of subordinated securities in the form of 135,310 preferred shares at an issue price of U.S.$1,000 per share (the “CLO III Preferred Shares”). The CLO III Preferred Shares were issued by the CLO III Issuer as part of its issued share capital and are not secured by the collateral securing the CLO III Debt. The Company owns all of the CLO III Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acts as retention holder in connection with the CLO III Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO III Preferred Shares.
The Adviser serves as collateral manager for the CLO III Issuer under a collateral management agreement dated as of the CLO III Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO III Issuers’ equity or notes owned by the Company.
The CLO III Debt is secured by all of the assets of the CLO III Issuer, which will consist primarily of middle market loans, participation interests in middle market loans, and related rights and the cash proceeds thereof. As part of the CLO III Transaction, ORCC Financing IV LLC and the Company sold and contributed approximately $400 million par amount of middle market loans to the CLO III Issuer on the CLO III Closing Date. No gain or loss was recognized as a result of these sales and contributions. Such loans constituted the initial portfolio assets securing the CLO III Debt. The Company and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO III Issuer regarding such sales and contributions under a loan sale agreement.
Through April 20, 2024, a portion of the proceeds received by the CLO III Issuer from the loans securing the CLO III Debt may be used by the CLO III Issuer to purchase additional middle market loans under the direction of the Adviser as the collateral manager for the CLO III Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO III Debt is the secured obligation of the CLO III Issuers, and the CLO III Indenture includes customary covenants and events of default. Assets pledged to holders of the CLO III Debt and the other secured parties under the CLO III Indenture will not be available to pay the debts of the Company.
The CLO III Debt was offered in reliance on Section 4(a)(2) of the Securities Act. The CLO III Debt has not been registered under the Securities Act or any state securities (e.g. “blue sky”) laws and, unless so registered, may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act as applicable.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
CLO IV Refinancing
On July 9, 2021 (the “CLO IV Refinancing Date”), the Company completed a $440.5 million term debt securitization refinancing (the “CLO IV Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO IV Refinancing were issued by the Company’s consolidated subsidiaries Owl Rock CLO IV, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO IV Issuer”), and Owl Rock CLO IV, LLC, a Delaware limited liability company (the “CLO IV Co-Issuer” and together with the CLO IV Issuer, the “CLO IV Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO IV Issuer. The following describes the terms of the CLO IV Refinancing as supplemented through July 18, 2023 (the “CLO IV Refinancing Indenture Supplement Date”).
The CLO IV Refinancing was executed by the issuance of the following classes of notes pursuant to an indenture and security agreement dated as of May 28, 2020 (such date, the CLO IV Closing Date, and such agreement, the “CLO IV Indenture”), as supplemented by the first supplemental indenture dated as of the CLO IV Refinancing Date and as further supplemented by the second supplemental indenture dated as of the CLO IV Refinancing Indenture Supplement Date) by and among the CLO IV Issuer, the CLO IV Co-Issuer and State Street Bank And Trust Company, the “CLO IV Refinancing Indenture”), by and among the CLO IV Issuers and State Street Bank and Trust Company: (i) $252 million of AAA(sf) Class A-1-R Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.60% and (ii) $40.5 million of AA(sf) Class A-2-R Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.90% (together, the “CLO IV Refinancing Secured Notes”). The CLO IV Refinancing Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the Issuer. The CLO IV Refinancing Secured Notes are scheduled to mature on August 20, 2033. The CLO IV Refinancing Secured Notes were privately placed by Natixis Securities Americas LLC. The proceeds from the CLO IV Refinancing were used to redeem in full the classes of notes issued on the CLO IV Closing Date, to redeem a portion of the preferred shares of the CLO IV Issuer as described below and to pay expenses incurred in connection with the CLO IV Refinancing.
Concurrently with the issuance of the CLO IV Refinancing Secured Notes, the CLO IV Issuer redeemed 38,900 preferred shares held by the Company (the “CLO IV Preferred Shares”) at a total redemption price of $38.9 million ($1,000 per preferred share). The Company retains the 148,000 CLO IV Preferred Shares that remain outstanding and that the Company acquired on the CLO IV Closing Date. The CLO IV Preferred Shares were issued by the CLO IV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO IV Refinancing Secured Notes. The Company acts as retention holder in connection with the CLO IV Refinancing for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Preferred Shares.
Through August 20, 2025, a portion of the proceeds received by the CLO IV Issuer from the loans securing the CLO IV Refinancing Secured Notes may be used by the CLO IV Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO IV Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO IV Refinancing Secured Notes are the secured obligation of the CLO IV Issuers, and the CLO IV Refinancing Indenture includes customary covenants and events of default. The CLO IV Refinancing Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO IV Issuer under a collateral management agreement dated as of the CLO IV Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO IV Issuers’ equity or notes owned by the Company.
CLO V
On November 20, 2020 (the “CLO V Closing Date”), the Company completed a $345.45 million term debt securitization transaction (the “CLO V Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO V Transaction were issued by the Company’s consolidated subsidiaries Owl Rock CLO V, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO V Issuer”), and Owl Rock CLO V, LLC, a Delaware limited liability company (the “CLO V Co-Issuer” and together with the CLO V Issuer, the “CLO V Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO V Issuer.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The CLO V Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO V Closing Date (the “CLO V Indenture”), by and among the CLO V Issuers and State Street Bank and Trust Company: (i) $182 million of AAA(sf)/AAAsf Class A-1 Notes, which bear interest at three-month LIBOR plus 1.85% and (ii) $14 million of AAA(sf) Class A-2 Notes, which bear interest at three-month LIBOR plus 2.20% (together, the “CLO V Secured Notes”). The CLO V Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO V Issuer. The CLO V Secured Notes are scheduled to mature on November 20, 2029. The CLO V Secured Notes were privately placed by Natixis Securities Americas LLC.
The CLO V Secured Notes were redeemed in the CLO V Refinancing, described below.
Concurrently with the issuance of the CLO V Secured Notes, the CLO V Issuer issued approximately $149.45 million of subordinated securities in the form of 149,450 preferred shares at an issue price of U.S.$1,000 per share (the “CLO V Preferred Shares”). The CLO V Preferred Shares were issued by the CLO V Issuer as part of its issued share capital and are not secured by the collateral securing the CLO V Secured Notes. The Company owns all of the outstanding CLO V Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acted as retention holder in connection with the CLO V Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the CLO V Preferred Shares while the CLO V Secured Notes were outstanding.
As part of the CLO V Transaction, the Company entered into a loan sale agreement with the CLO V Issuer dated as of the CLO V Closing Date, which provided for the sale and contribution of approximately $201.75 million par amount of middle market loans from the Company to the CLO V Issuer on the CLO V Closing Date and for future sales from the Company to the CLO V Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO V Secured Notes. The remainder of the initial portfolio assets securing the CLO V Secured Notes consisted of approximately $84.74 million par amount of middle market loans purchased by the CLO V Issuer from ORCC Financing II LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO V Closing Date between the Issuer and ORCC Financing II LLC. No gain or loss was recognized as a result of these sales and contributions. The Company and ORCC Financing II LLC each made customary representations, warranties, and covenants to the Issuer under the applicable loan sale agreement.
Through July 20, 2022, a portion of the proceeds received by the CLO V Issuer from the loans securing the CLO V Secured Notes could be used by the CLO V Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO V Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO V Secured Notes were the secured obligation of the CLO V Issuers, and the CLO V Indenture includes customary covenants and events of default. The CLO V Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration. Assets pledged to the holders of the CLO V Secured Notes were not available to pay the debts of the Company.
CLO V Refinancing
On April 20, 2022 (the “CLO V Refinancing Date”), the Company completed a $669.2 million term debt securitization refinancing (the “CLO V Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO V Refinancing were issued by the CLO V Co-Issuer, as Issuer (the “CLO V Refinancing Issuer”), and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO V Refinancing Issuer.
The CLO V Refinancing was executed by the issuance of the following classes of notes pursuant to the CLO V Indenture as supplemented by the supplemental indenture dated as of the CLO V Refinancing Date (the “CLO V Refinancing Indenture”), by and among the CLO V Refinancing Issuer and State Street Bank and Trust Company: (i) $354.4 million of AAA(sf) Class A-1R Notes, which bear interest at the Benchmark, as defined in the CLO V Refinancing Indenture, plus 1.78%, (ii) $30.4 million of AAA(sf) Class A-2R Notes, which bear interest at the Benchmark plus 1.95%, (iii) $49.0 million of AA(sf) Class B-1 Notes, which bear interest at the Benchmark plus 2.20%, (iv) $5.0 million of AA(sf) Class B-2 Notes, which bear interest at 4.25%, (v) $31.5 million of A(sf) Class C-1 Notes, which bear interest at the Benchmark plus 3.15% and (vi) $39.4 million of A(sf) Class C-2 Notes, which bear interest at 5.10% (together, the “CLO V Refinancing Secured Notes”). The CLO V Refinancing Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the Issuer. The CLO V Refinancing Secured Notes are scheduled to mature on April 20, 2034. The CLO V Refinancing Secured Notes were privately placed by Natixis Securities Americas LLC. The proceeds from the CLO V Refinancing were used to redeem in full the classes of notes issued on the CLO V Closing Date and to pay expenses incurred in connection with the CLO V Refinancing.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Concurrently with the issuance of the CLO V Refinancing Secured Notes, the CLO V Issuer issued approximately $10.2 million of additional subordinated securities, for a total of $159.6 million of subordinated securities in the form of 159,620 preferred shares at an issue price of U.S.$1,000 per share. The CLO V Preferred Shares are not secured by the collateral securing the CLO V Refinancing Secured Notes. The Company acts as retention holder in connection with the CLO V Refinancing for the purposes of satisfying certain U.S., European Union and United Kingdom regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO V Preferred Shares.
On the CLO V Closing Date, the CLO V Issuer entered into a loan sale agreement with Company, which provided for the sale and contribution of approximately $201.8 million par amount of middle market loans from the Company to the CLO V Issuer on the CLO V Closing Date and for future sales from the Company to the CLO V Issuer on an ongoing basis. As part of the CLO V Refinancing, the CLO V Refinancing Issuer, as the successor to the CLO V Issuer, and the Company entered into an amended and restated loan sale agreement with the Company dated as of the CLO V Refinancing Date, pursuant to which the CLO V Refinancing Issuer assumed all ongoing obligations of the CLO V Issuer under the original agreement and the Company sold and contributed approximately $275.67 million par amount middle market loans to the CLO V Refinancing Issuer on the CLO V Refinancing Date and provides for future sales from the Company to the CLO V Refinancing Issuer on an ongoing basis. Such loans constituted part of the portfolio of assets securing the CLO V Refinancing Secured Notes. A portion of the of the portfolio assets securing the CLO V Refinancing Secured Notes consists of middle market loans purchased by the CLO V Issuer from ORCC Financing II LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO V Closing Date between the CLO V Issuer and ORCC Financing II LLC and which the CLO V Refinancing Issuer and ORCC Financing II LLC amended and restated on the CLO V Refinancing Date in connection with the refinancing. No gain or loss was recognized as a result of these sales and contributions. The Company and ORCC Financing II LLC each made customary representations, warranties, and covenants to the CLO V Refinancing Issuer under the applicable loan sale agreement.
Through April 20, 2026, a portion of the proceeds received by the CLO V Issuer from the loans securing the CLO V Refinancing Secured Notes may be used by the Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO V Refinancing Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO V Refinancing Secured Notes are the secured obligation of the CLO V Refinancing Issuer, and the CLO V Refinancing Indenture includes customary covenants and events of default. The CLO V Refinancing Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO V Refinancing Issuer under an amended and restated collateral management agreement dated as of the CLO V Refinancing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO V Refinancing Issuer’s equity or notes owned by the Company.
CLO VI
On May 5, 2021 (the “CLO VI Closing Date”), the Company completed a $397.78 million term debt securitization transaction (the “CLO VI Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO VI Transaction were issued by the Company’s consolidated subsidiaries Owl Rock CLO VI, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO VI Issuer”), and Owl Rock CLO VI, LLC, a Delaware limited liability company (the “CLO VI Co-Issuer” and together with the CLO VI Issuer, the “CLO VI Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO VI Issuer. The following describes the terms of the CLO VI Transaction as supplemented through July 18, 2023 (the “CLO VI Indenture Supplement Date”).
The CLO VI Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VI Closing Date (as supplemented by the supplemental indenture dated as of the CLO VI Indenture Supplement Date by and among the CLO VI Issuer, the CLO VI Co-Issuer and State Street Bank And Trust Company, the “CLO VI Indenture”), by and among the CLO VI Issuers and State Street Bank and Trust Company: (i) $224 million of AAA(sf) Class A Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.45%, (ii) $26 million of AA(sf) Class B-1 Notes, which bear interest at term SOFR (plus a spread adjustment) plus 1.75% and (iii) $10 million of AA(sf) Class B-F Notes, which bear interest at a fixed rate of 2.83% (together, the “CLO VI Secured Notes”). The CLO VI Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO VI Issuer. The CLO VI Secured Notes are scheduled to mature on June 21, 2032. The CLO VI Secured Notes were privately placed by SG Americas Securities, LLC.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Concurrently with the issuance of the CLO VI Secured Notes, the CLO VI Issuer issued approximately $137.78 million of subordinated securities in the form of 137,775 preferred shares at an issue price of U.S. $1,000 per share (the “CLO VI Preferred Shares”). The CLO VI Preferred Shares were issued by the CLO VI Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VI Secured Notes. The Company purchased all of the CLO VI Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acts as retention holder in connection with the CLO VI Transaction for the purposes of satisfying certain U.S., United Kingdom and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VI Preferred Shares.
As part of the CLO VI Transaction, the Company entered into a loan sale agreement with the CLO VI Issuer dated as of the CLO VI Closing Date, which provides for the sale and contribution of approximately $205.6 million par amount of middle market loans from the Company to the CLO VI Issuer on the CLO VI Closing Date and for future sales from the Company to the CLO VI Issuer on an ongoing basis. Such loans constitute part of the initial portfolio of assets securing the CLO VI Secured Notes. The remainder of the initial portfolio assets securing the CLO VI Secured Notes consists of approximately $164.7 million par amount of middle market loans purchased by the CLO VI Issuer from ORCC Financing IV LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO VI Closing Date between the CLO VI Issuer and ORCC Financing IV LLC. No gain or loss was recognized as a result of these sales and contributions. The Company and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO VI Issuer under the applicable loan sale agreement.
Through June 20, 2024, a portion of the proceeds received by the CLO VI Issuer from the loans securing the CLO VI Secured Notes may be used by the CLO VI Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO VI Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO VI Secured Notes are the secured obligation of the CLO VI Issuers, and the CLO VI Indenture includes customary covenants and events of default. The CLO VI Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO VI Issuer under a collateral management agreement dated as of the CLO VI Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO VI Issuers’ equity or notes owned by the Company.
CLO VII
On July 26, 2022 (the “CLO VII Closing Date”), the Company completed a $350.47 million term debt securitization transaction (the “CLO VII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO VII Transaction and the secured loan borrowed in the CLO VII Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO VII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO VII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO VII Issuer.
The CLO VII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VII Closing Date (the “CLO VII Indenture”), by and among the CLO VII Issuer and State Street Bank and Trust Company: (i) $48 million of AAA(sf) Class A-1 Notes, which bear interest at three-month term SOFR plus 2.10%, (ii) $24 million of AAA(sf) Class A-2 Notes, which bear interest at 5.00%, (iii) $6 million of AA(sf) Class B-1 Notes, which bear interest at three-month term SOFR plus 2.85% and (iv) $26.15 million of AA(sf) Class B-2 Notes, which bear interest at 5.71% and (v) $10 million of A(sf) Class C Notes, which bear interest at 6.86% (together, the “CLO VII Secured Notes”) and (B) the borrowing by the CLO VII Issuer of $75 million under floating rate Class A-L1 loans (the “CLO VII Class A-L1 Loans”) and $50 million under floating rate Class A-L2 loans (the “CLO VII Class A-L2 Loans” and together with the CLO VII Class A-L1 Loans and the CLO VII Secured Notes, the “CLO VII Debt”). The CLO VII Class A-L1 Loans and the CLO VII Class A-L2 Loans bear interest at three-month term SOFR plus 2.10%. The CLO VII Class A-L1 Loans were borrowed under a credit agreement (the “CLO VII A-L1 Credit Agreement”), dated as of the CLO VII Closing Date, by and among the CLO VII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent and the CLO VII Class A-L2 Loans were borrowed under a credit agreement (the “CLO VII A-L2 Credit Agreement”), dated as of the CLO VII Closing Date, by and among the CLO VII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO VII Debt is secured by middle market loans, participation interests in middle market loans and other assets of the CLO VII Issuer. The CLO VII Debt is scheduled to mature on July 20, 2033. The CLO VII Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Concurrently with the issuance of the CLO VII Secured Notes and the borrowing under the CLO VII Class A-L1 Loans and CLO VII Class A-L2 Loans, the CLO VII Issuer issued approximately $111.32 million of subordinated securities in the form of 111,320 preferred shares at an issue price of U.S.$1,000 per share (the “CLO VII Preferred Shares”). The CLO VII Preferred Shares were issued by the CLO VII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VII Debt. The Company purchased all of the CLO VII Preferred Shares. The Company acts as retention holder in connection with the CLO VII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VII Preferred Shares.
As part of the CLO VII Transaction, the Company entered into a loan sale agreement with the CLO VII Issuer dated as of the CLO VII Closing Date, which provided for the sale and contribution of approximately $255.548 million par amount of middle market loans from the Company to the CLO VII Issuer on the CLO VII Closing Date and for future sales from the Company to the CLO VII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO VII Debt. The remainder of the initial portfolio assets securing the CLO VII Debt consisted of approximately $93.313 million par amount of middle market loans purchased by the CLO VII Issuer from ORCC Financing IV LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO VII Closing Date between the CLO VII Issuer and ORCC Financing IV LLC. No gain or loss was recognized as a result of these sales and contributions. The Company and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO VII Issuer under the applicable loan sale agreement.
Through July 20, 2025, a portion of the proceeds received by the CLO VII Issuer from the loans securing the CLO VII Debt may be used by the CLO VII Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO VII Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO VII Debt is the secured obligation of the CLO VII Issuer, and the CLO VII Indenture, the CLO VII A-L1 Credit Agreement and the CLO VII A-L2 Credit Agreement each include customary covenants and events of default. The CLO VII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the CLO VII Issuer under a collateral management agreement dated as of the CLO VII Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO VII Issuer’s equity or notes owned by the Company.
CLO X
On March 9, 2023 (the “CLO X Closing Date”), the Company completed a $397.7 million term debt securitization transaction (the “CLO X Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO X Transaction were issued by the Company’s consolidated subsidiary Owl Rock CLO X, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO X Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO X Issuer.
The CLO X Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO X Closing Date (the “CLO X Indenture”), by and among the CLO X Issuer and State Street Bank and Trust Company: (i) $228 million of AAA(sf) Class A Notes, which bear interest at three-month term SOFR plus 2.45% and (ii) $32 million of AA(sf) Class B Notes, which bear interest at three-month term SOFR plus 3.60% (together, the “CLO X Secured Notes”). The Secured Notes are secured by middle market loans, participation interests in middle market loans and other assets of the CLO X Issuer. The CLO X Secured Notes are scheduled to mature on April 20, 2035. The CLO X Secured Notes were privately placed by Deutsche Bank Securities Inc. as Initial Purchaser.
Concurrently with the issuance of the CLO X Secured Notes, the CLO X Issuer issued approximately $137.7 million of subordinated securities in the form of 137,700 preferred shares at an issue price of U.S. $1,000 per share (the “CLO X Preferred Shares”). The CLO X Preferred Shares were issued by the CLO X Issuer as part of its issued share capital and are not secured by the collateral securing the CLO X Secured Notes. The Company purchased all of the CLO X Preferred Shares. The Company acts as retention holder in connection with the CLO X Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO X Preferred Shares.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
As part of the CLO X Transaction, the Company entered into a loan sale agreement with the CLO X Issuer dated as of the CLO X Closing Date, which provided for the sale and contribution of approximately $245.9 million par amount of middle market loans from the Company to the CLO X Issuer on the CLO X Closing Date and for future sales from the Company to the CLO X Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO X Secured Notes. The remainder of the initial portfolio assets securing the CLO X Secured Notes consisted of approximately $141.3 million par amount of middle market loans purchased by the CLO X Issuer from ORCC Financing III LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO X Closing Date between the CLO X Issuer and ORCC Financing III LLC. No gain or loss was recognized as a result of these sales and contributions. The Company and ORCC Financing III LLC each made customary representations, warranties, and covenants to the CLO X Issuer under the applicable loan sale agreement.
Through April 20, 2027, a portion of the proceeds received by the CLO X Issuer from the loans securing the CLO X Secured Notes may be used by the CLO X Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO X Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO X Secured Notes are the secured obligation of the CLO X Issuer, and the CLO X Indenture includes customary covenants and events of default. The CLO X Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the CLO X Issuer under a collateral management agreement dated as of the CLO X Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO X Issuer’s equity or notes owned by the Company.
Unsecured Notes
2023 Notes
On December 21, 2017, we entered into a Note Purchase Agreement governing the issuance of $150 million in aggregate principal amount of unsecured notes (the “2023 Notes”) to institutional investors in a private placement. The issuance of $138.5 million of the 2023 Notes occurred on December 21, 2017, and $11.5 million of the 2023 Notes were issued in January 2018. The 2023 Notes had a fixed interest rate of 4.75% and were due on June 21, 2023. Interest on the 2023 Notes was due and ranked semiannually. This interest rate was subject to increase (up to a maximum interest rate of 5.50%) in the event that, subject to certain exceptions, the 2023 Notes ceased to have an investment grade rating. We were obligated to offer to repay the 2023 Notes at par if certain change in control events occur. The 2023 Notes were our general unsecured obligations and ranked pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The Note Purchase Agreement for the 2023 Notes contained customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act and a RIC under the Code, minimum shareholders equity, minimum asset coverage ratio and prohibitions on certain fundamental changes at us or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant, cross-default under other indebtedness of us or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy.
The 2023 Notes were offered in reliance on Section 4(a)(2) of the Securities Act. In connection with the offering of the 2023 Notes, on December 21, 2017, we entered into a centrally cleared interest rate swap. The notional amount of the interest rate swap was $150 million. We received fixed rate interest semi-annually at 4.75% and paid variable rate interest monthly based on 1-month LIBOR plus 2.545%. The interest rate swap matured on December 21, 2021, and therefore, for the three months ended March 31, 2023 and 2022, we did not make any periodic payments. The interest expense related to the 2023 Notes was equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense in our Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on our Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the 2023 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
On November 23, 2021, we caused notice to be issued to the holders of the 2023 Notes regarding our exercise of the option to redeem in full all $150 million in aggregate principal amount of the 2023 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, the redemption date, December 23, 2021. On December 23, 2021, we redeemed in full all $150 million in aggregate principal amount of the 2023 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, December 23, 2021.
2024 Notes
On April 10, 2019, the Company issued $400 million aggregate principal amount of notes that mature on April 15, 2024 (the “2024 Notes”). The 2024 Notes bear interest at a rate of 5.25% per year, payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2019. The Company may redeem some or all of the 2024 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2024 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2024 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2024 Notes on or after March 15, 2024 (the date falling one month prior to the maturity date of the 2024 Notes), the redemption price for the 2024 Notes will be equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
In connection with the issuance of the 2024 Notes, on April 10, 2019 the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $400 million. The Company will receive fixed rate interest at 5.25% and pay variable rate interest based on one-month SOFR (plus a spread adjustment) plus 3.051%. The interest rate swaps mature on April 10, 2024. For the three and nine months ended September 30, 2023, the Company made periodic payments of $2.7 million and $12.3 million, respectively. For the three months ended September 30, 2022, the Company did not make periodic payments. For the nine months ended September 30, 2022, the Company made periodic payments of $4.3 million.The interest expense related to the 2024 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2023 and December 31, 2022, the interest rate swap had a fair value of $(6.9) million and $(13.1) million, respectively. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the 2024 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.
2025 Notes
On October 8, 2019, the Company issued $425 million aggregate principal amount of notes that mature on March 30, 2025 (the “2025 Notes”). The 2025 Notes bear interest at a rate of 4.00% per year, payable semi-annually on March 30 and September 30 of each year, commencing on March 30, 2020. The Company may redeem some or all of the 2025 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2025 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2025 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 40 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2025 Notes on or after February 28, 2025 (the date falling one month prior to the maturity date of the 2025 Notes), the redemption price for the 2025 Notes will be equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
July 2025 Notes
On January 22, 2020, the Company issued $500 million aggregate principal amount of notes that mature on July 22, 2025 (the “July 2025 Notes”). The July 2025 Notes bear interest at a rate of 3.75% per year, payable semi-annually on January 22 and July 22, of each year, commencing on July 22, 2020. The Company may redeem some or all of the July 2025 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the July 2025 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the July 2025 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 35 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any July 2025 Notes on or after June 22, 2025 (the date falling one month prior to the maturity date of the 2025 Notes), the redemption price for the July 2025 Notes will be equal to 100% of the principal amount of the July 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
2026 Notes
On July 23, 2020, the Company issued $500 million aggregate principal amount of notes that mature on January 15, 2026 (the “2026 Notes”). The 2026 Notes bear interest at a rate of 4.25% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2021. The Company may redeem some or all of the 2026 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2026 Notes on or after December, 15 2025 (the date falling one month prior to the maturity date of the 2026 Notes), the redemption price for the 2026 Notes will be equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
July 2026 Notes
On December 8, 2020, the Company issued $1.0 billion aggregate principal amount of notes that mature on July 15, 2026 (the “July 2026 Notes”). The July 2026 Notes bear interest at a rate of 3.40% per year, payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2021. The Company may redeem some or all of the July 2026 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the July 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the July 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any July 2026 Notes on or after June 15, 2026 (the date falling one month prior to the maturity date of the July 2026 Notes), the redemption price for the July 2026 Notes will be equal to 100% of the principal amount of the July 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
2027 Notes
On April 26, 2021, the Company issued $500 million aggregate principal amount of notes that mature on January 15, 2027 (the “2027 Notes”). The 2027 Notes bear interest at a rate of 2.625% per year, payable semi-annually on January 15 and July 15, of each year, commencing on July 15, 2021. The Company may redeem some or all of the 2027 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2027 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2027 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2027 Notes on or after December 15, 2026 (the date falling one month prior to the maturity date of the 2027 Notes), the redemption price for the 2027 Notes will be equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
In connection with the issuance of the 2027 Notes, on April 26, 2021, the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $500 million. The Company will receive fixed rate interest at 2.625% and pay variable rate interest based on one-month SOFR (plus a spread adjustment) plus 1.769%. The interest rate swaps mature on January 15, 2027. For the three and nine months ended September 30, 2023 the Company made periodic payments of $9.9 million and $15.8 million, respectively. For the three and nine months ended September 30, 2022 the Company made periodic payments of $1.0 million and $3.1 million, respectively. The interest expense related to the 2027 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2023 and December 31, 2022, the interest rate swap had a fair value of $(57.1) million and $(56.4) million, respectively. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swaps is offset by the change in fair value of the 2027 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
2028 Notes
On June 11, 2021, the Company issued $450 million aggregate principal amount of notes that mature on June 11, 2028 and on August 17, 2021, the Company issued an additional $400 million aggregate principal amount of the Company's 2.875% notes due 2028 (together, the “2028 Notes”). The 2028 Notes bear interest at a rate of 2.875% per year, payable semi-annually on June 11 and December 11, of each year, commencing on December 11, 2021. The Company may redeem some or all of the 2028 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2028 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2028 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2028 Notes on or after April 11, 2028 (the date falling two months prior to the maturity date of the 2028 Notes), the redemption price for the 2028 Notes will be equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Note 7. Commitments and Contingencies
Portfolio Company Commitments
From time to time, the Company may enter into commitments to fund investments. The table below presents outstanding commitments to fund investments in current portfolio companies as of the following periods:
| | | | | | | | | | | | | | | | | | | | |
| Company | | Investment | | September 30, 2023 | | December 31, 2022 |
| ($ in thousands) | | | | | | |
| 3ES Innovation Inc. (dba Aucerna) | | First lien senior secured revolving loan | | $ | 2,193 | | | $ | 2,193 | |
| AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC | | LLC Interest | | 9,788 | | | 45,000 | |
| AAM Series 2.1 Aviation Feeder, LLC | | LLC Interest | | 9,909 | | | 43,432 | |
| Abacus Life, Inc. | | First lien senior secured delayed draw term loan | | 8,000 | | | — | |
| ABB/Con-cise Optical Group LLC | | First lien senior secured revolving loan | | — | | | 354 | |
| Accela, Inc. | | First lien senior secured revolving loan | | — | | | 3,000 | |
| Adenza Group, Inc. | | First lien senior secured delayed draw term loan | | — | | | 8,331 | |
| Adenza Group, Inc. | | First lien senior secured revolving loan | | 18,227 | | | 18,227 | |
| AmeriLife Holdings LLC | | First lien senior secured delayed draw term loan | | 61 | | | 61 | |
| AmeriLife Holdings LLC | | First lien senior secured revolving loan | | 76 | | | 91 | |
| AmSpec Group, Inc. (fka AmSpec Services Inc.) | | First lien senior secured revolving loan | | 10,649 | | | 11,388 | |
| Anaplan, Inc. | | First lien senior secured revolving loan | | 9,722 | | | 9,722 | |
| Apex Service Partners, LLC | | First lien senior secured revolving loan | | 19 | | | 19 | |
| Apptio, Inc. | | First lien senior secured revolving loan | | — | | | 1,112 | |
| Aramsco, Inc. | | First lien senior secured revolving loan | | — | | | 6,703 | |
| Armstrong Bidco Limited (dba The Access Group) | | First lien senior secured delayed draw term loan | | — | | | 273 | |
| Ascend Buyer, LLC (dba PPC Flexible Packaging) | | First lien senior secured revolving loan | | 565 | | | 565 | |
| Associations, Inc. | | First lien senior secured delayed draw term loan | | 11,019 | | | 45,792 | |
| Associations, Inc. | | First lien senior secured revolving loan | | 32,923 | | | 32,923 | |
| Bamboo US BidCo LLC | | First lien senior secured delayed draw term loan | | 769 | | | — | |
| Bamboo US BidCo LLC | | First lien senior secured revolving loan | | 1,026 | | | — | |
| Bayshore Intermediate #2, L.P. (dba Boomi) | | First lien senior secured revolving loan | | 5,530 | | | 4,607 | |
| BCPE Osprey Buyer, Inc. (dba PartsSource) | | First lien senior secured delayed draw term loan | | 22,201 | | | 28,014 | |
| BCPE Osprey Buyer, Inc. (dba PartsSource) | | First lien senior secured revolving loan | | 10,011 | | | 11,855 | |
| BCTO BSI Buyer, Inc. (dba Buildertrend) | | First lien senior secured revolving loan | | 8,036 | | | 8,036 | |
| Blend Labs, Inc. | | First lien senior secured revolving loan | | 7,500 | | | 7,500 | |
| BP Veraison Buyer, LLC (dba Sun World) | | First lien senior secured delayed draw term loan | | — | | | 29,054 | |
| BP Veraison Buyer, LLC (dba Sun World) | | First lien senior secured revolving loan | | 8,716 | | | 8,716 | |
| Brightway Holdings, LLC | | First lien senior secured revolving loan | | 1,579 | | | 3,158 | |
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) | | First lien senior secured delayed draw term loan | | — | | | 1,111 | |
| Catalis Intermediate, Inc. (fka GovBrands Intermediate, Inc.) | | First lien senior secured revolving loan | | 520 | | | 79 | |
| Centrify Corporation | | First lien senior secured revolving loan | | 6,817 | | | — | |
| Circana Group, L.P. (fka The NPD Group, L.P.) | | First lien senior secured revolving loan | | 1,238 | | | 1,329 | |
| CivicPlus, LLC | | First lien senior secured revolving loan | | 2,482 | | | 2,698 | |
| Coupa Holdings, LLC | | First lien senior secured delayed draw term loan | | 70 | | | — | |
| Coupa Holdings, LLC | | First lien senior secured revolving loan | | 54 | | | — | |
| Denali BuyerCo, LLC (dba Summit Companies) | | First lien senior secured delayed draw term loan | | — | | | 1,719 | |
Blue Owl Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
| | | | | | | | | | | | | | | | | | | | |
| Company | | Investment | | September 30, 2023 | | December 31, 2022 |
| Denali BuyerCo, LLC (dba Summit Companies) | | First lien senior secured revolving loan | | 2,998 | | | 2,998 | |
| Diamondback Acquisition, Inc. (dba Sphera) | | First lien senior secured delayed draw term loan | | — | | | 1,080 | |
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