Blue Owl Capital Corp - Quarter Report: 2020 March (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended March 31, 2020

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

Commission File Number 814-01190

OWL ROCK CAPITAL CORPORATION

(Exact name of Registrant as specified in its Charter)

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

399 Park Avenue, 38^th Floor, 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:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	ORCC	The New York Stock Exchange

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

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Small reporting company	☐

Emerging growth company	☐

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 May 5, 2020 the registrant had 383,797,977 shares of common stock, $0.01 par value per share, outstanding.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	2
	Consolidated Statements of Assets and Liabilities as of March 31, 2020 (Unaudited) and December 31, 2019	2
	Consolidated Statements of Operations for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	3
	Consolidated Schedules of Investments as of March 31, 2020 (Unaudited) and December 31, 2019	4
	Consolidated Statements of Changes in Net Assets for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	26
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2020 and 2019 (Unaudited)	27
	Notes to Consolidated Financial Statements (Unaudited)	29
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	65
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	105
Item 4.	Controls and Procedures	106

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	107
Item 1A.	Risk Factors	107
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	115
Item 3.	Defaults Upon Senior Securities	115
Item 4.	Mine Safety Disclosures	115
Item 5.	Other Information	115
Item 6.	Exhibits	116
Signatures		117

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

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

•

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

•

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

•

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

•

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

•

the impact of the novel strain of coronavirus known as “COVID-19” and related changes in base interest rates and significant market volatility on our business, our portfolio companies, our industry and the global economy;

•

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

•

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

•

our future operating results;

•

our business prospects and the prospects of our portfolio companies including our and their ability to achieve our respective objectives as a result of the current COVID-19 pandemic;

•

our contractual arrangements and relationships with third parties;

•

the ability of our portfolio companies to achieve their objectives;

•

competition with other entities and our affiliates for investment opportunities;

•

the speculative and illiquid nature of our investments;

•

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

•

the adequacy of our financing sources and working capital;

•

the loss of key personnel;

•

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

•

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

•

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

•

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

•

the effect of legal, tax and regulatory changes; and

•

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

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

PART I. CONSOLIDATED FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Owl Rock Capital Corporation

Consolidated Statements of Assets and Liabilities

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

	March 31, 2020 (Unaudited)			December 31, 2019
Assets
Investments at fair value
Non-controlled, non-affiliated investments (amortized cost of $9,274,197 and $8,738,520, respectively)	$	8,797,303		$	8,709,700
Controlled, affiliated investments (amortized cost of $156,752 and $90,336, respectively)		141,042			89,525
Total investments at fair value (amortized cost of $9,430,949 and $8,828,856, respectively)		8,938,345			8,799,225
Cash (restricted cash of $4,414 and $7,587, respectively)		382,923			317,159
Interest receivable		53,867			57,632
Receivable for investments sold		—			9,250
Receivable from a controlled affiliate		2,188			2,475
Prepaid expenses and other assets		40,970			17,878
Total Assets	$	9,418,293		$	9,203,619
Liabilities
Debt (net of unamortized debt issuance costs of $55,003 and $44,302, respectively)	$	3,638,573		$	3,038,232
Distribution payable		152,434			137,245
Management fee payable		16,895			16,256
Payables to affiliates		3,065			5,775
Payable for investments purchased		49,116			—
Accrued expenses and other liabilities		50,948			28,828
Total Liabilities		3,911,031			3,226,336
Commitments and contingencies (Note 7)
Net Assets
Common shares $0.01 par value, 500,000,000 shares authorized; 390,856,121 and 392,129,619 shares issued and outstanding, respectively		3,909			3,921
Additional paid-in-capital		5,950,625			5,955,610
Total distributable earnings (losses)		(447,272	)		17,752
Total Net Assets		5,507,262			5,977,283
Total Liabilities and Net Assets	$	9,418,293		$	9,203,619
Net Asset Value Per Share	$	14.09		$	15.24

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

Owl Rock Capital Corporation

Consolidated Statements of Operations

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

(Unaudited)

	For the Three Months Ended March 31,
	2020			2019
Investment Income
Investment income from non-controlled, non-affiliated investments:
Interest income	$	198,393		$	146,439
Other income		4,151			2,339
Total investment income from non-controlled, non-affiliated investments		202,544			148,778
Investment income from controlled, affiliated investments:
Dividend income		2,188			2,697
Other income		—			—
Total investment income from controlled, affiliated investments		2,188			2,697
Total Investment Income		204,732			151,475
Expenses
Interest expense		33,957			34,729
Management fee		33,790			15,187
Performance based incentive fees		25,595			—
Professional fees		3,152			2,124
Directors' fees		233			143
Other general and administrative		2,164			1,614
Total Operating Expenses		98,891			53,797
Management and incentive fees waived (Note 3)		(42,490	)		—
Net Operating Expenses		56,401			53,797
Net Investment Income (Loss) Before Taxes		148,331			97,678
Excise tax expense (benefit)		2,075			1,673
Net Investment Income (Loss) After Taxes	$	146,256		$	96,005
Net Realized and Change in Unrealized Gain (Loss)
Net change in unrealized gain (loss):
Non-controlled, non-affiliated investments	$	(444,135	)	$	16,428
Controlled affiliated investments		(14,899	)		2,046
Translation of assets and liabilities in foreign currencies		(81	)		(22	)
Total Net Change in Unrealized Gain (Loss)		(459,115	)		18,452
Net realized gain (loss):
Non-controlled, non-affiliated investments		348			(4	)
Foreign currency transactions		(79	)		34
Total Net Realized Gain (Loss)		269			30
Total Net Realized and Change in Unrealized Gain (Loss)		(458,846	)		18,482
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(312,590	)	$	114,487
Earnings Per Share - Basic and Diluted	$	(0.79	)	$	0.49
Weighted Average Shares Outstanding - Basic and Diluted		393,441,711			235,886,358

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

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(27)		Fair Value			Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments⁽²⁾
Debt Investments
Advertising and media
IRI Holdings, Inc.^(4)(7)(24)	First lien senior secured loan	L + 4.50%	12/1/2025	$	14,813	$	14,688	$	13,998			0.3	%
PAK Acquisition Corporation (dba Valpak)⁽⁴⁾⁽⁷⁾	First lien senior secured loan	L + 8.00%	6/30/2022		61,725		61,145		60,336			1.1	%
Swipe Acquisition Corporation (dba PLI)^(4)(7)(24)	First lien senior secured loan	L + 8.00%	6/29/2024		157,697		155,264		141,927			2.6	%
					234,235		231,097		216,261			4.0	%
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation)^(4)(7)(24)	First lien senior secured loan	L + 6.25%	1/6/2025		195,562		192,097		171,605			3.1	%
Valence Surface Technologies LLC^(4)(7)(24)	First lien senior secured loan	L + 5.75%	6/28/2025		99,500		98,162		90,048			1.6	%
Valence Surface Technologies LLC^{(4)(8)(16)(19)(24)}	First lien senior secured delayed draw term loan	L + 5.75%	6/28/2021		24,000		23,642		21,150			0.4	%
Valence Surface Technologies LLC^{(4)(8)(16)(24)}	First lien senior secured revolving loan	L + 5.75%	6/28/2025		9,951		9,820		9,001			0.2	%
					329,013		323,721		291,804			5.3	%
Automotive
Mavis Tire Express Services Corp.^(4)(7)(24)	Second lien senior secured loan	L + 8.00%	3/20/2026		179,905		176,839		164,613			3.0	%
Mavis Tire Express Services Corp.^{(4)(7)(16)(18)(19)(24)}	Second lien senior secured delayed draw term loan	L + 8.00%	3/20/2021		—		-		(796	)		—	%
					179,905		176,839		163,817			3.0	%
Buildings and real estate
Associations, Inc.^(4)(7)(24)	First lien senior secured loan	L + 4.00% (3.00% PIK)	7/30/2024		261,295		258,883		252,803			4.6	%
Associations, Inc.^{(4)(7)(16)(19)(24)}	First lien senior secured delayed draw term loan	L + 4.00% (3.00% PIK)	7/30/2021		42,199		41,679		40,200			0.7	%
Associations, Inc.^(4)(11)(24)	First lien senior secured revolving loan	P + 5.00%	7/30/2024		11,543		11,439		11,110			0.2	%
Reef Global, Inc. (fka Cheese Acquisition, LLC)^(4)(7)(24)	First lien senior secured loan	L + 4.75%	11/28/2024		134,672		133,027		127,266			2.3	%
Imperial Parking Canada^(4)(10)(24)	First lien senior secured loan	C + 5.00%	11/28/2024		24,974		26,649		23,601			0.4	%
Reef Global, Inc. (fka Cheese Acquisition, LLC)^{(4)(11)(16)(24)}	First lien senior secured revolving loan	P + 3.75%	11/28/2023		10,987		10,835		10,087			0.2	%
Velocity Commercial Capital, LLC^(4)(8)(24)	First lien senior secured loan	L + 7.50%	8/29/2024		63,980		63,258		60,621			1.1	%
					549,650		545,770		525,688			9.5	%
Business services
Access CIG, LLC^(4)(7)(24)	Second lien senior secured loan	L + 7.75%	2/27/2026		58,760		58,202		55,234			1.0	%
CIBT Global, Inc.^(4)(7)(24)	Second lien senior secured loan	L + 7.75%	6/2/2025		59,500		58,393		49,236			0.9	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(27)			Fair Value			Percentage of Net Assets
ConnectWise, LLC^(4)(8)(24)	First lien senior secured loan	L + 6.00%	2/28/2025		180,013		178,071			171,462			3.1	%
ConnectWise, LLC^{(4)(16)(18)(24)}	First lien senior secured revolving loan	L + 6.00%	2/28/2025		—		(209	)		(950	)		—	%
Entertainment Benefits Group, LLC^(4)(5)(24)	First lien senior secured loan	L + 5.75%	9/30/2025		81,590		80,452			73,839			1.3	%
Entertainment Benefits Group, LLC^{(4)(5)(16)(24)}	First lien senior secured revolving loan	L + 5.75%	9/30/2024		10,360		10,198			9,220			0.2	%
Vestcom Parent Holdings, Inc.⁽⁴⁾⁽⁸⁾	Second lien senior secured loan	L + 8.00%	12/19/2024		78,987		78,219			76,025			1.4	%
					469,210		463,326			434,066			7.9	%
Chemicals
Douglas Products and Packaging Company LLC^(4)(7)(24)	First lien senior secured loan	L + 5.75%	10/19/2022		98,691		98,113			93,511			1.7	%
Douglas Products and Packaging Company LLC^(4)(11)(24)	First lien senior secured revolving loan	P + 4.75%	10/19/2022		9,083		9,043			8,606			0.2	%
Innovative Water Care Global Corporation^(4)(7)(24)	First lien senior secured loan	L + 5.00%	2/27/2026		148,500		139,320			123,255			2.2	%
					256,274		246,476			225,372			4.1	%
Consumer products
Feradyne Outdoors, LLC^(4)(7)(24)	First lien senior secured loan	L + 6.25%	5/25/2023		112,324		111,530			95,475			1.7	%
WU Holdco, Inc. (dba Weiman Products, LLC)^(4)(7)(24)	First lien senior secured loan	L + 5.50%	3/26/2026		159,702		156,863			151,317			2.7	%
WU Holdco, Inc. (dba Weiman Products, LLC)^{(4)(7)(16)(24)}	First lien senior secured revolving loan	L + 5.50%	3/26/2025		13,829		13,598			13,098			0.2	%
					285,855		281,991			259,890			4.6	%
Containers and packaging
Pregis Topco LLC^(4)(5)(24)	Second lien senior secured loan	L + 8.00%	7/30/2027		186,333		182,819			172,824			3.1	%
					186,333		182,819			172,824			3.1	%
Distribution
ABB/Con-cise Optical Group LLC⁽⁴⁾⁽⁸⁾	First lien senior secured loan	L + 5.00%	6/15/2023		76,213		75,486			70,116			1.3	%
ABB/Con-cise Optical Group LLC⁽⁴⁾⁽⁸⁾	Second lien senior secured loan	L + 9.00%	6/17/2024		25,000		24,528			22,500			0.4	%
Aramsco, Inc.^(4)(5)(24)	First lien senior secured loan	L + 5.25%	8/28/2024		56,910		55,819			53,496			1.0	%
Aramsco, Inc.^{(4)(11)(16)(24)}	First lien senior secured revolving loan	P + 4.25%	8/28/2024		4,468		4,315			3,966			0.1	%
Endries Acquisition, Inc.^(4)(9)(24)	First lien senior secured loan	L + 6.25%	12/10/2025		178,200		175,539			167,954			3.0	%
Endries Acquisition, Inc.^{(4)(9)(16)(19)(24)}	First lien senior secured delayed draw term loan	L + 6.25%	12/10/2020		21,428		20,540			17,837			0.3	%
Endries Acquisition, Inc.^{(4)(16)(18)(24)}	First lien senior secured revolving loan	L + 6.25%	12/10/2024		—		(369	)		(1,553	)		—	%
Individual Foodservice Holdings, LLC^(4)(8)(24)	First lien senior secured loan	L + 5.75%	11/22/2025		121,077		118,559			113,509			2.1	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(27)			Fair Value			Percentage of Net Assets
Individual Foodservice Holdings, LLC^{(4)(8)(16)(19)(24)}	First lien senior secured delayed draw term loan	L + 5.75%	5/22/2021		9,104		8,370			6,872			0.1	%
Individual Foodservice Holdings, LLC^{(4)(8)(16)(24)}	First lien senior secured revolving loan	L + 5.75%	11/22/2024		7,140		6,706			5,801			0.1	%
JM Swank, LLC⁽⁴⁾⁽⁷⁾	First lien senior secured loan	L + 7.50%	7/25/2022		115,866		114,714			111,811			2.0	%
Offen, Inc.^(4)(8)(24)	First lien senior secured loan	L + 5.00%	6/22/2026		14,580		14,447			13,304			0.2	%
Offen, Inc.^{(4)(16)(18)(19)(24)}	First lien senior secured delayed draw term loan	L + 5.00%	12/21/2020		—		(48	)		(465	)		—	%
QC Supply, LLC⁽⁴⁾⁽⁵⁾	First lien senior secured loan	L + 6.50% (1.00% PIK)	12/29/2022		34,486		34,050			31,727			0.6	%
QC Supply, LLC⁽⁴⁾⁽⁵⁾	First lien senior secured revolving loan	L + 6.50%	12/29/2021		4,969		4,925			4,571			0.1	%
					669,441		657,581			621,446			11.3	%
Education
2U, Inc.^{(4)(5)(20)(24)}	First lien senior secured loan	L + 6.75%	5/22/2024		115,000		113,528			110,688			2.0	%
Instructure, Inc.^(4)(7)(24)	First lien senior secured loan	L + 7.00%	3/24/2026		71,761		70,867			70,864			1.3	%
Instructure, Inc.^{(4)(16)(18)(24)}	First lien senior secured revolving loan	L + 7.00%	3/24/2026		-		(69	)		(69	)		-	%
Learning Care Group (US) No. 2 Inc.^(4)(7)(24)	Second lien senior secured loan	L + 7.50%	3/13/2026		26,967		26,552			26,090			0.5	%
Severin Acquisition, LLC (dba PowerSchool)^(4)(7)(24)	Second lien senior secured loan	L + 6.75%	8/3/2026		112,000		111,180			102,760			1.9	%
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)^(4)(7)(24)	First lien senior secured loan	L + 6.00%	5/14/2024		62,055		60,917			59,883			1.0	%
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)^{(4)(7)(16)(24)}	First lien senior secured revolving loan	L + 6.00%	5/14/2024		1,229		1,157			1,081			—	%
					389,012		384,132			371,297			6.7	%
Energy equipment and services
Liberty Oilfield Services LLC^{(4)(5)(20)(24)}	First lien senior secured loan	L + 7.63%	9/19/2022		13,926		13,787			13,195			0.2	%
					13,926		13,787			13,195			0.2	%
Financial services
Blackhawk Network Holdings, Inc.^(4)(5)(24)	Second lien senior secured loan	L + 7.00%	6/15/2026		106,400		105,562			98,154			1.8	%
NMI Acquisitionco, Inc. (dba Network Merchants)^(4)(5)(24)	First lien senior secured loan	L + 5.50%	9/6/2022		28,121		27,742			27,066			0.5	%
NMI Acquisitionco, Inc. (dba Network Merchants)^(4)(5)(24)	First lien senior secured revolving loan	L + 5.50%	9/6/2022		646		638			622			—	%
					135,167		133,942			125,842			2.3	%
Food and beverage
Caiman Merger Sub LLC (dba City Brewing)^(4)(5)(24)	First lien senior secured loan	L + 5.75%	11/3/2025		176,676		175,010			174,026			3.2	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(27)			Fair Value			Percentage of Net Assets
Caiman Merger Sub LLC (dba City Brewing)^{(4)(16)(18)(24)}	First lien senior secured revolving loan	L + 5.75%	11/1/2024		—		(118	)		(193	)		—	%
CM7 Restaurant Holdings, LLC^(4)(5)(24)	First lien senior secured loan	L + 8.00% (PIK)	5/22/2023		37,232		36,771			33,974			0.6	%
Give and Go Prepared Foods Corp.^(4)(7)(20)	Second lien senior secured loan	L + 8.50%	1/29/2024		42,000		41,719			42,000			0.8	%
H-Food Holdings, LLC^(4)(5)(24)	Second lien senior secured loan	L + 7.00%	3/2/2026		121,800		119,257			103,835			1.9	%
H-Food Holdings, LLC^(4)(5)(24)	First lien senior secured loan	L + 4.00%	5/23/2025		14,915		14,792			12,887			0.2	%
Hometown Food Company^(4)(5)(24)	First lien senior secured loan	L + 5.25%	8/31/2023		28,132		27,731			27,147			0.5	%
Hometown Food Company^{(4)(5)(16)(24)}	First lien senior secured revolving loan	L + 5.25%	8/31/2023		3,671		3,613			3,522			0.1	%
Manna Development Group, LLC^(4)(5)(24)	First lien senior secured loan	L + 6.00%	10/24/2022		56,511		55,995			51,990			0.9	%
Manna Development Group, LLC^{(4)(5)(16)(24)}	First lien senior secured revolving loan	L + 6.00%	10/24/2022		3,382		3,283			3,035			0.1	%
Recipe Acquisition Corp. (dba Roland Corporation)⁽⁴⁾⁽⁷⁾	Second lien senior secured loan	L + 8.00%	12/1/2022		32,000		31,691			29,680			0.5	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)^(4)(5)(24)	First lien senior secured loan	L + 4.50%	7/30/2025		44,652		43,953			42,196			0.8	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)^{(4)(5)(16)(24)}	First lien senior secured revolving loan	L + 4.50%	7/31/2023		3,120		2,985			2,625			—	%
Tall Tree Foods, Inc.⁽⁴⁾⁽⁵⁾	First lien senior secured loan	L + 7.25%	8/12/2022		45,400		45,091			41,768			0.8	%
Ultimate Baked Goods Midco, LLC^(4)(5)(24)	First lien senior secured loan	L + 4.00%	8/11/2025		26,663		26,183			25,463			0.5	%
Ultimate Baked Goods Midco, LLC^{(4)(11)(16)(24)}	First lien senior secured revolving loan	P + 3.00%	8/9/2023		1,906		1,829			1,677			—	%
					638,060		629,785			595,632			10.9	%
Healthcare providers and services
Confluent Health, LLC.^(4)(5)(24)	First lien senior secured loan	L + 5.00%	6/24/2026		17,865		17,706			16,838			0.3	%
Geodigm Corporation (dba National Dentex)^{(4)(8)(13)(24)(28)}	First lien senior secured loan	L + 6.87%	12/1/2021		123,145		122,563			103,134			1.9	%
GI CCLS Acquisition LLC (fka GI Chill Acquisition LLC)^(4)(7)(24)	Second lien senior secured loan	L + 7.50%	8/6/2026		135,400		134,249			127,615			2.3	%
KS Management Services, L.L.C.^(4)(5)(24)	First lien senior secured loan	L + 4.25%	1/9/2026		124,687		123,179			119,700			2.2	%
Nelipak Holding Company^(4)(5)(24)	First lien senior secured loan	L + 4.25%	7/2/2026		47,882		47,007			45,249			0.8	%
Nelipak Holding Company^(4)(8)(24)	First lien senior secured revolving loan	L + 4.25%	7/2/2024		7,371		7,244			6,965			0.1	%
Nelipak Holding Company^{(4)(12)(16)(24)}	First lien senior secured revolving loan	E + 4.50%	7/2/2024		2,941		2,777			2,543			—	%
Nelipak Holding Company^(4)(5)(24)	Second lien senior secured loan	L + 8.25%	7/2/2027		67,006		66,064			62,818			1.1	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(27)			Fair Value			Percentage of Net Assets
Nelipak Holding Company^(4)(12)(24)	Second lien senior secured loan	E + 8.50%	7/2/2027		65,945		66,309			61,000			1.1	%
Premier Imaging, LLC (dba LucidHealth)^(4)(5)(24)	First lien senior secured loan	L + 5.50%	1/2/2025		33,575		33,027			31,728			0.6	%
TC Holdings, LLC (dba TrialCard)^(4)(5)(24)	First lien senior secured loan	L + 4.50%	11/14/2023		83,965		82,843			82,076			1.5	%
TC Holdings, LLC (dba TrialCard)^{(4)(16)(18)(24)}	First lien senior secured revolving loan	L + 4.50%	11/14/2022		—		(82	)		(173	)		—	%
					709,782		702,886			659,493			11.9	%
Healthcare technology
11849573 Canada Inc. (dba Intelerad Medical Systems Incorporated)^{(4)(5)(20)(24)}	First lien senior secured loan	L + 6.25%	2/23/2026		56,561		55,864			54,299			1.0	%
11849573 Canada Inc. (dba Intelerad Medical Systems Incorporated)^{(4)(16)(18)(19)(20)(24)}	First lien senior secured delayed draw term loan	L + 6.25%	2/21/2021		—		(28	)		(90	)		—	%
11849573 Canada Inc. (dba Intelerad Medical Systems Incorporated)^{(4)(5)(20)(24)}	First lien senior secured revolving loan	L + 6.25%	2/20/2026		5,656		5,587			5,430			0.1	%
Bracket Intermediate Holding Corp.^(4)(7)(24)	Second lien senior secured loan	L + 8.13%	9/7/2026		26,250		25,798			24,872			0.5	%
Definitive Healthcare Holdings, LLC^(4)(7)(24)	First lien senior secured loan	L + 5.50%	7/16/2026		196,956		195,164			188,585			3.4	%
Definitive Healthcare Holdings, LLC^{(4)(16)(18)(24)}	First lien senior secured delayed draw term loan	L + 5.50%	7/16/2026		—		(195	)		(1,304	)		—	%
Definitive Healthcare Holdings, LLC^(4)(7)(24)	First lien senior secured revolving loan	L + 5.50%	7/16/2024		10,870		10,776			10,408			0.2	%
Interoperability Bidco, Inc.^(4)(9)(24)	First lien senior secured loan	L + 5.75%	6/25/2026		76,621		75,746			70,683			1.3	%
Interoperability Bidco, Inc.^{(4)(16)(18)(19)(24)}	First lien senior secured delayed draw term loan	L + 5.75%	6/25/2021		—		(9	)		(530	)		—	%
Interoperability Bidco, Inc.^(4)(6)(24)	First lien senior secured revolving loan	L + 5.75%	6/25/2024		4,000		3,958			3,690			0.1	%
					376,914		372,661			356,043			6.6	%
Household products
Hayward Industries, Inc.^(4)(5)(24)	Second lien senior secured loan	L + 8.25%	8/4/2025		52,149		51,367			47,977			0.9	%
HGH Purchaser, Inc. (dba Horizon Services)^(4)(5)(24)	First lien senior secured loan	L + 6.00%	11/3/2025		77,566		76,468			71,748			1.3	%
HGH Purchaser, Inc. (dba Horizon Services)^{(4)(5)(16)(24)}	First lien senior secured revolving loan	L + 6.00%	11/3/2025		6,804		6,668			6,075			0.1	%
HGH Purchaser, Inc. (dba Horizon Services)^{(4)(16)(18)(19)(24)}	First lien senior secured delayed draw term loan	L + 6.00%	11/1/2021		—		(75	)		(2,025	)		—	%
					136,519		134,428			123,775			2.3	%
Infrastructure and environmental services
FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)⁽⁴⁾⁽⁷⁾	First lien senior secured loan	L + 7.25%	9/8/2022		145,450		143,823			141,814			2.6	%
LineStar Integrity Services LLC^(4)(8)(24)	First lien senior secured loan	L + 7.25%	2/12/2024		89,532		88,209			81,026			1.5	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(27)			Fair Value			Percentage of Net Assets
					234,982		232,032			222,840			4.1	%
Insurance
Asurion, LLC^{(4)(5)(22)(24)}	Second lien senior secured loan	L + 6.50%	8/4/2025		58,031		57,942			53,789			1.0	%
Integrity Marketing Acquisition, LLC^(4)(7)(24)	First lien senior secured loan	L + 5.75%	8/27/2025		222,784		219,229			209,975			3.8	%
Integrity Marketing Acquisition, LLC^(4)(7)(24)	First lien senior secured revolving loan	L + 5.75%	8/27/2025		14,832		14,632			13,979			0.3	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^(4)(5)(24)	First lien senior secured loan	L + 4.00%	6/3/2026		20,467		19,866			19,034			0.3	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^{(4)(16)(18)(19)(24)}	First lien senior secured delayed draw term loan	L + 4.00%	6/3/2021		—		(59	)		(144	)		—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^{(4)(11)(16)(24)}	First lien senior secured revolving loan	P + 2.75%	6/3/2024		1,040		942			676			—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^(4)(5)(24)	Second lien senior secured loan	L + 7.75%	12/3/2026		49,600		48,915			46,128			0.8	%
Norvax, LLC (dba GoHealth)^(4)(7)(24)	First lien senior secured loan	L + 6.50%	9/15/2025		200,868		196,031			192,833			3.5	%
Norvax, LLC (dba GoHealth)^{(4)(16)(18)(24)}	First lien senior secured revolving loan	L + 6.50%	9/13/2024		—		(164	)		(491	)		—	%
Peter C. Foy & Associated Insurance Services, LLC^(4)(7)(24)	First lien senior secured loan	L + 6.00%	3/31/2026		62,205		61,428			61,427			1.1	%
Peter C. Foy & Associated Insurance Services, LLC^{(4)(16)(18)(19)(24)}	First lien senior secured delayed draw term loan	L + 6.00%	9/30/2021		—		(229	)		(51	)		—	%
Peter C. Foy & Associated Insurance Services, LLC^{(4)(16)(18)(19)(24)}	First lien senior secured delayed draw term loan	L + 6.00%	6/30/2020		—		(121	)		(27	)		—	%
Peter C. Foy & Associated Insurance Services, LLC^{(4)(16)(18)(24)}	First lien senior secured revolving loan	L + 6.00%	3/31/2026		—		(134	)		(134	)		—	%
RSC Acquisition, Inc (dba Risk Strategies)^(4)(7)(24)	First lien senior secured loan	L + 5.50%	10/30/2026		44,766		43,914			41,856			0.8	%
RSC Acquisition, Inc (dba Risk Strategies)^{(4)(16)(18)(24)}	First lien senior secured revolving loan	L + 5.50%	10/30/2026		—		(32	)		(111	)		—	%
RSC Acquisition, Inc (dba Risk Strategies)^{(4)(16)(18)(24)}	First lien senior secured delayed draw term loan	L + 5.50%	10/30/2026		—		(174	)		(602	)		—	%
THG Acquisition, LLC (dba Hilb)^(4)(7)(24)	First lien senior secured loan	L + 5.75%	12/2/2026		59,917		58,473			55,723			1.0	%
THG Acquisition, LLC (dba Hilb)^{(4)(7)(16)(19)(24)}	First lien senior secured delayed draw term loan	L + 5.75%	12/2/2021		2,947		2,711			1,942			—	%
THG Acquisition, LLC (dba Hilb)^{(4)(7)(16)(24)}	First lien senior secured revolving loan	L + 5.75%	12/2/2025		3,817		3,685			3,424			0.1	%
					741,274		726,855			699,226			12.7	%
Internet software and services
Accela, Inc.⁽⁴⁾⁽⁵⁾	First lien senior secured loan	L + 3.25% (1.64% PIK)	9/28/2023		21,812		21,538			21,461			0.4	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(27)			Fair Value			Percentage of Net Assets
Accela, Inc.^(4)(16)(18)	First lien senior secured revolving loan	L + 7.00%	9/28/2023		—		—			(75	)		—	%
Apptio, Inc.^(4)(5)(24)	First lien senior secured loan	L + 7.25%	1/10/2025		41,727		41,021			40,058			0.7	%
Apptio, Inc.^{(4)(16)(18)(24)}	First lien senior secured revolving loan	L + 7.25%	1/10/2025		—		(44	)		(111	)		—	%
3ES Innovation Inc. (dba Aucerna)^{(4)(8)(20)(24)}	First lien senior secured loan	L + 5.75%	5/13/2025		40,031		39,590			37,229			0.7	%
3ES Innovation Inc. (dba Aucerna)^{(4)(16)(18)(20)(24)}	First lien senior secured revolving loan	L + 5.75%	5/13/2025		—		(41	)		(273	)		—	%
Genesis Acquisition Co. (dba Procare Software)^(4)(7)(24)	First lien senior secured loan	L + 3.75%	7/31/2024		17,928		17,658			17,032			0.3	%
Genesis Acquisition Co. (dba Procare Software)^{(4)(16)(18)(19)(24)}	First lien senior secured delayed draw term loan	L + 3.75%	7/31/2020		—		(34	)		(190	)		—	%
Genesis Acquisition Co. (dba Procare Software)^(4)(5)(24)	First lien senior secured revolving loan	L + 3.75%	7/31/2024		2,637		2,599			2,505			—	%
Hyland Software, Inc.^(4)(5)(24)	Second lien senior secured loan	L + 7.00%	7/7/2025		28,074		27,693			26,530			0.5	%
IQN Holding Corp. (dba Beeline)^(4)(7)(24)	First lien senior secured loan	L + 5.50%	8/20/2024		191,413		189,191			182,800			3.3	%
IQN Holding Corp. (dba Beeline)^{(4)(7)(16)(24)}	First lien senior secured revolving loan	L + 5.50%	8/21/2023		7,139		6,909			6,119			0.1	%
Lightning Midco, LLC (dba Vector Solutions)^(4)(7)(24)	First lien senior secured loan	L + 5.50%	11/21/2025		113,477		112,526			108,938			2.0	%
Lightning Midco, LLC (dba Vector Solutions)^{(4)(11)(16)(19)(24)}	First lien senior secured delayed draw term loan	P + 4.50%	11/23/2020		24,726		24,512			23,666			0.4	%
Lightning Midco, LLC (dba Vector Solutions)^{(4)(11)(16)(24)}	First lien senior secured revolving loan	P + 4.50%	11/21/2023		12,427		12,329			11,892			0.2	%
Litera Bidco LLC^(4)(7)(24)	First lien senior secured loan	L + 5.75%	5/29/2026		64,546		63,725			62,126			1.1	%
Litera Bidco LLC^(4)(7)(24)	First lien senior secured revolving loan	L + 5.75%	5/30/2025		5,738		5,674			5,522			0.1	%
MINDBODY, Inc.^(4)(8)(24)	First lien senior secured loan	L + 7.00%	2/14/2025		57,679		57,189			52,343			1.0	%
MINDBODY, Inc.^(4)(8)(24)	First lien senior secured revolving loan	L + 7.00%	2/14/2025		6,071		6,022			5,510			0.1	%
SURF HOLDINGS, LLC (dba Sophos Group plc)^{(4)(7)(20)(24)}	Second lien senior secured loan	L + 8.00%	3/6/2028		40,385		39,391			37,962			0.7	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)^(4)(8)(24)	First lien senior secured loan	L + 6.50%	6/17/2024		133,594		132,327			127,582			2.3	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)^{(4)(7)(16)(24)}	First lien senior secured revolving loan	L + 6.50%	6/15/2023		2,555		2,502			2,267			—	%
					811,959		802,277			770,893			13.9	%
Leisure and entertainment

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(27)			Fair Value			Percentage of Net Assets
Troon Golf, L.L.C.^{(4)(7)(15)(24)}	First lien senior secured term loan A and B	L + 5.50% (TLA: L + 3.5%; TLB: L + 5.98%)	3/29/2025		176,728		174,872			172,752			3.1		%
Troon Golf, L.L.C.^{(4)(5)(16)(24)}	First lien senior secured revolving loan	L + 5.50%	3/29/2025		10,772		10,646			10,447			0.2		%
					187,500		185,518			183,199			3.3		%
Manufacturing
Ideal Tridon Holdings, Inc.^(4)(7)(24)	First lien senior secured loan	L + 5.75%	7/31/2024		55,510		54,798			52,734			1.0		%
Ideal Tridon Holdings, Inc.^{(4)(7)(16)(19)(24)}	First lien senior secured delayed draw term loan	L + 5.75%	12/25/2020		523		511			482			—		%
Ideal Tridon Holdings, Inc.^{(4)(5)(16)(24)}	First lien senior secured revolving loan	L + 5.75%	7/31/2023		3,845		3,786			3,559			0.1		%
MHE Intermediate Holdings, LLC(dba Material Handling Services)^(4)(7)(24)	First lien senior secured loan	L + 5.00%	3/8/2024		23,881		23,688			22,269			0.4		%
PHM Netherlands Midco B.V. (dba Loparex)^(4)(7)(24)	Second lien senior secured loan	L + 8.75%	8/2/2027		112,000		104,592			99,680			1.8		%
Professional Plumbing Group, Inc.^(4)(7)(24)	First lien senior secured loan	L + 6.75%	4/16/2024		52,080		51,510			49,216			0.9		%
Professional Plumbing Group, Inc.^{(4)(7)(16)(24)}	First lien senior secured revolving loan	L + 6.75%	4/16/2023		11,071		10,991			10,389			0.2		%
Safety Products/JHC Acquisition Corp.(dba Justrite Safety Group)^(4)(8)(24)	First lien senior secured loan	L + 4.50%	6/28/2026		13,446		13,325			12,606			0.2		%
Safety Products/JHC Acquisition Corp.(dba Justrite Safety Group)^{(4)(5)(16)(19)(24)}	First lien senior secured delayed draw term loan	L + 4.50%	6/28/2021		727		712			624			—		%
					273,083		263,913			251,559			4.6		%
Oil and gas
Black Mountain Sand Eagle Ford LLC^(4)(7)(24)	First lien senior secured loan	L + 8.25%	8/17/2022		77,277		76,750			72,254			1.3		%
Project Power Buyer, LLC (dba PEC-Veriforce)^(4)(7)(24)	First lien senior secured loan	L + 5.75%	5/14/2026		32,690		32,322			30,566			0.6		%
Project Power Buyer, LLC (dba PEC-Veriforce)^{(4)(16)(18)(24)}	First lien senior secured revolving loan	L + 5.75%	5/14/2025		—		(34	)		(207	)		—		%
Zenith Energy U.S. Logistics Holdings, LLC^(4)(5)(24)	First lien senior secured loan	L + 5.50%	12/20/2024		85,366		84,079			81,096			1.4		%
Zenith Energy U.S. Logistics Holdings, LLC^{(4)(16)(18)(19)(24)}	First lien senior secured delayed draw term loan	L + 5.50%	1/9/2021		—		(95	)		(300	)		(0.1	)	%
					195,333		193,022			183,409			3.2		%
Professional services
AmSpec Services Inc.^(4)(7)(24)	First lien senior secured loan	L + 5.75%	7/2/2024		112,258		110,680			104,400			1.9		%
AmSpec Services Inc.^{(4)(7)(16)(24)}	First lien senior secured revolving loan	L + 4.75%	7/2/2024		14,172		13,993			13,160			0.2		%
Cardinal US Holdings, Inc.^{(4)(7)(20)(24)}	First lien senior secured loan	L + 5.00%	7/31/2023		89,965		87,079			86,142			1.6		%
DMT Solutions Global Corporation^(4)(8)(24)	First lien senior secured loan	L + 7.00%	7/2/2024		59,599		57,786			55,725			1.0		%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(27)			Fair Value			Percentage of Net Assets
GC Agile Holdings Limited (dba Apex Fund Services)^{(4)(8)(20)(24)}	First lien senior secured loan	L + 7.00%	6/15/2025		160,079		157,601			151,675			2.8	%
GC Agile Holdings Limited (dba Apex Fund Services)^{(4)(7)(16)(20)(24)}	First lien senior secured revolving loan	L + 7.00%	6/15/2023		5,193		4,980			4,648			0.1	%
Gerson Lehrman Group, Inc.^(4)(7)(24)	First lien senior secured loan	L + 4.25%	12/12/2024		306,038		303,552			292,266			5.3	%
Gerson Lehrman Group, Inc.^{(4)(11)(16)(24)}	First lien senior secured revolving loan	P + 3.25%	12/12/2024		13,477		13,308			12,507			0.2	%
					760,781		748,979			720,523			13.1	%
Specialty retail
BIG Buyer, LLC^{(4)(8)(19)(24)}	First lien senior secured loan	L + 6.50%	11/20/2023		50,332		49,416			46,935			0.9	%
BIG Buyer, LLC^{(4)(16)(18)(19)(24)}	First lien senior secured delayed draw term loan	L + 6.50%	12/18/2020		-		(182	)		(563	)		—	%
BIG Buyer, LLC^{(4)(5)(16)(24)}	First lien senior secured revolving loan	L + 6.50%	11/20/2023		1,250		1,163			997			—	%
EW Holdco, LLC (dba European Wax)^(4)(5)(24)	First lien senior secured loan	L + 4.50%	9/25/2024		71,838		71,264			66,809			1.2	%
Galls, LLC^(4)(7)(24)	First lien senior secured loan	L + 6.25%	1/31/2025		101,110		100,134			94,537			1.7	%
Galls, LLC^{(4)(5)(16)(24)}	First lien senior secured revolving loan	L + 6.25%	1/31/2024		20,118		19,899			18,747			0.3	%
					244,648		241,694			227,462			4.1	%
Telecommunications
DB Datacenter Holdings Inc.^(4)(5)(24)	Second lien senior secured loan	L + 8.00%	4/3/2025		47,409		46,850			45,394			0.8	%
					47,409		46,850			45,394			0.8	%
Transportation
Lazer Spot G B Holdings, Inc.^(4)(7)(24)	First lien senior secured loan	L + 6.00%	12/9/2025		133,200		130,987			127,539			2.3	%
Lazer Spot G B Holdings, Inc.^{(4)(5)(16)(19)(24)}	First lien senior secured delayed draw term loan	L + 6.00%	6/9/2021		9,660		9,495			9,137			0.2	%
Lazer Spot G B Holdings, Inc.^{(4)(5)(16)(24)}	First lien senior secured revolving loan	L + 6.00%	12/9/2025		25,411		24,972			24,271			0.4	%
Lytx, Inc.^(4)(5)(24)	First lien senior secured loan	L + 6.00%	2/28/2026		54,019		53,039			51,722			0.9	%
Lytx, Inc.^{(4)(16)(18)(19)(24)}	First lien senior secured delayed draw term loan	L + 6.00%	2/28/2022		—		(179	)		(799	)		—	%
Motus, LLC and Runzheimer International LLC^{(4)(7)(13)(24)}	First lien senior secured loan	L + 6.04%	1/17/2024		58,151		57,150			56,116			1.0	%
					280,441		275,464			267,986			4.8	%
Total non-controlled/non-affiliated portfolio company debt investments					9,336,706		9,197,845			8,728,936			158.3	%

Equity Investments
Food and beverage
CM7 Restaurant Holdings, LLC^(24)(25)	LLC Interest	N/A	N/A		340		340			40			—	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(27)		Fair Value		Percentage of Net Assets
H-Food Holdings, LLC^(24)(25)	LLC Interest	N/A	N/A		10,875		10,875		8,890		0.2	%
					11,215		11,215		8,930		0.2	%
Insurance												%
Norvax, LLC (dba GoHealth)^(24)(25)	LLC Interest	N/A	N/A		8,182		8,182		8,182		0.1	%
					8,182		8,182		8,182		0.1	%
Manufacturing												%
Moore Holdings, LLC^{(20)(24)(25)(26)}	LLC Interest	N/A	N/A		31,822		56,955		51,255		0.9	%
					31,822		56,955		51,255		0.9	%
Total non-controlled/non-affiliated portfolio company equity investments					51,219		76,352		68,367		1.2	%
Total non-controlled/non-affiliated portfolio company investments					9,387,925		9,274,197		8,797,303		159.5	%

Controlled/affiliated portfolio company investments
Equity Investments
Financial services
Wingspire Capital Holdings LLC^{(16)(21)(23)(25)}	LLC Interest	N/A	N/A		48,914		48,914		48,914		0.9	%
					48,914		48,914		48,914		0.9	%
Investment funds and vehicles
Sebago Lake LLC^{(14)(20)(21)(23)(25)}	LLC Interest	N/A	N/A		107,838		107,838		92,128		1.7	%
					107,838		107,838		92,128		1.7	%
Total controlled/affiliated portfolio company investments					156,752		156,752		141,042		2.6	%
Total Investments				$	9,544,677	$	9,430,949	$	8,938,345		162.1	%

Interest Rate Swaps as of March 31, 2020

Company Receives

Company Pays

Maturity Date

Notional Amount

Hedged Instrument

Footnote Reference

Interest rate swap

4.75%

L + 2.545%

12/21/2021

150,000

2023 Notes

Note 6

Interest rate swap

5.25%

L + 2.937%

4/10/2024

400,000

2024 Notes

Note 6

Total

550,000

________________

(1)

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

(2)

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

(3)

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

(4)

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

(5)

The interest rate on these loans is subject to 1 month LIBOR, which as of March 31, 2020 was 0.99%.

(6)

The interest rate on these loans is subject to 2 month LIBOR, which as of March 31, 2020 was 1.26%.

(7)

The interest rate on these loans is subject to 3 month LIBOR, which as of March 31, 2020 was 1.45%.

(8)

The interest rate on these loans is subject to 6 month LIBOR, which as of March 31, 2020 was 1.18%.

(9)

The interest rate on these loans is subject to 12 month LIBOR, which as of March 31, 2020 was 1.00%.

(10)

The interest rate on this loan is subject to 3 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of March 31, 2020 was 1.24%.

(11)

The interest rate on these loans is subject to Prime, which as of March 31, 2020 was 3.25%.

(12)

The interest rate on this loan is subject to 3 month EURIBOR, which as of March 31, 2020 was (0.36)%.

(13)

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

(14)

Investment measured at NAV.

(15)

The first lien term loan is comprised of two components: Term Loan A and Term Loan B. The Company's Term Loan A and Term Loan B principal amounts are $34.2 million and $142.5 million, respectively. Both Term Loan A and Term Loan B have the same maturity date.

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of March 31, 2020

(Amounts in thousands, except share amounts)

(Unaudited)

Interest disclosed reflects the blended rate of the first lien term loan. The Term Loan A represents a ‘first out’ tranche and the Term Loan B represents a ‘last out’ tranche. The ‘first out’ tranche has priority as to the ‘last out’ tranche with respect to payments of principal, interest and any amounts due thereunder.

(16)

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

(17)

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”.

(18)

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.

(19)

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.

(20)

This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of March 31, 2020, non-qualifying assets represented 6.7% of total assets as calculated in accordance with the regulatory requirements.

(21)

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). The Company’s investment in affiliates for the three months ended March 31, 2020, were as follows:

($ in thousands)	Fair value as of December 31, 2019		Gross Additions		Gross Reductions		Change in Unrealized Gains (Losses)			Fair value as of March 31, 2020		Dividend Income		Other Income
Controlled Affiliates
Sebago Lake LLC	$	88,077	$	18,950	$	—	$	(14,899	)	$	92,128	$	2,188	$	—
Wingspire Capital Holdings LLC		1,448		47,466		—		—			48,914		—		—
Total Controlled Affiliates	$	89,525	$	66,416	$	—	$	(14,899	)	$	141,042	$	2,188	$	—

(22)

Level 2 investment.

(23)

Investment is not pledged as collateral for the credit facilities.

(24)

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.”

(25)

Securities acquired in transactions exempt from registration under the Securities Act and may be deemed to be “restricted securities” under the Securities Act. As of March 31, 2020, the aggregate fair value of these securities is $209.4 million or 3.8% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company	Investment	Acquisition Date
CM7 Restaurant Holdings, LLC	LLC Interest	May 21, 2018
H-Food Holdings, LLC	LLC Interest	November 23, 2018
Moore Holdings, LLC	LLC Interest	January 16 2020
Norvax, LLC (dba GoHealth)	LLC Interest	March 23, 2020
Sebago Lake LLC^*	LLC Interest	June 20, 2017
Wingspire Capital Holdings LLC^**	LLC Interest	September 24, 2019

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

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

(26)

Investment represents multiple underlying investments, one of which is considered a non-qualifying asset, with a fair value of $4.0 as of March 31, 2020.

(27)

As of March 31, 2020, the net estimated unrealized loss for U.S. federal income tax purposes was $0.5 billion based on a tax cost basis of $9.4 billion. As of March 31, 2020, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $0.5 billion and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $0.6 million.

(28)

Subsequent to quarter-end, the portfolio company informed us that they were no longer in compliance with their financial covenant. The portfolio company made its interest payment for the quarter and the Company is now in discussions with the sponsor on next steps.

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

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Non-controlled/non-affiliated portfolio company investments⁽²⁾
Debt Investments
Advertising and media
IRI Holdings, Inc.^(4)(7)(22)	First lien senior secured loan	L + 4.50%	11/28/2025	$	14,850	$	14,721		$	14,541			0.2	%
PAK Acquisition Corporation (dba Valpak)⁽⁴⁾⁽⁷⁾	First lien senior secured loan	L + 8.00%	6/30/2022		61,725		61,087			61,725			1.0	%
Swipe Acquisition Corporation (dba PLI)^(4)(5)(22)	First lien senior secured loan	L + 7.75%	6/29/2024		158,726		156,160			154,361			2.7	%
					235,301		231,968			230,627			3.9	%
Aerospace and defense
Aviation Solutions Midco, LLC (dba STS Aviation)^(4)(7)(22)	First lien senior secured loan	L + 6.25%	1/3/2025		195,562		191,944			192,824			3.2	%
Valence Surface Technologies LLC^(4)(7)(22)	First lien senior secured loan	L + 5.75%	6/28/2025		99,500		98,110			98,008			1.6	%
Valence Surface Technologies LLC^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	6/28/2021		—		(69	)		(450	)		—	%
Valence Surface Technologies LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	6/28/2025		—		(137	)		(150	)		—	%
					295,062		289,848			290,232			4.8	%
Automotive
Mavis Tire Express Services Corp.^(4)(5)(22)	Second lien senior secured loan	L + 7.50%	3/20/2026		155,000		152,119			150,350			2.5	%
Mavis Tire Express Services Corp.^{(4)(5)(14)(16)(22)}	Second lien senior secured delayed draw term loan	L + 8.00%	3/20/2020		1,449		1,218			884			—	%
					156,449		153,337			151,234			2.5	%
Buildings and real estate
Associations, Inc.^(4)(7)(22)	First lien senior secured loan	L + 4.00% (3.00% PIK)	7/30/2024		259,307		256,774			256,714			4.3	%
Associations, Inc.^{(4)(7)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 4.00% (3.00% PIK)	7/30/2021		40,708		40,158			40,122			0.7	%
Associations, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.00%	7/30/2024		—		(110	)		(173	)		—	%
Reef (fka Cheese Acquisition, LLC^(4)(7)(22)	First lien senior secured loan	L + 4.75%	11/28/2024		134,995		133,263			132,970			2.2	%
Imperial Parking Canada^(4)(8)(22)	First lien senior secured loan	C + 5.00%	11/28/2024		27,500		26,717			27,086			0.5	%
Reef (fka Cheese Acquisition, LLC)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 4.75%	11/28/2023		—		(160	)		(245	)		—	%
Velocity Commercial Capital, LLC^(4)(7)(22)	First lien senior secured loan	L + 7.50%	8/29/2024		125,500		124,018			124,245			2.1	%
					588,010		580,660			580,719			9.8	%
Business services
Access CIG, LLC^(4)(5)(22)	Second lien senior secured loan	L + 7.75%	2/27/2026		44,637		44,329			44,414			0.7	%
CIBT Global, Inc.^(4)(7)(22)	Second lien senior secured loan	L + 7.75%	6/2/2025		59,500		58,352			58,756			1.0	%
ConnectWise, LLC^(4)(7)(22)	First lien senior secured loan	L + 6.00%	2/28/2025		180,466		178,439			178,210			3.0	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
ConnectWise, LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.00%	2/28/2025		—		(220	)		(250	)		—	%
Entertainment Benefits Group, LLC^(4)(5)(22)	First lien senior secured loan	L + 5.75%	9/27/2025		81,795		80,612			80,568			1.3	%
Entertainment Benefits Group, LLC^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 5.75%	9/27/2024		2,400		2,229			2,220			—	%
Vistage International, Inc.^(4)(5)(22)	Second lien senior secured loan	L + 8.00%	2/9/2026		34,800		34,557			34,626			0.6	%
Vestcom Parent Holdings, Inc.⁽⁴⁾⁽⁵⁾	Second lien senior secured loan	L + 8.00%	12/19/2024		78,987		78,186			78,395			1.3	%
					482,585		476,484			476,939			7.9	%
Chemicals
Douglas Products and Packaging Company LLC^(4)(7)(22)	First lien senior secured loan	L + 5.75%	10/19/2022		98,942		98,308			97,459			1.6	%
Douglas Products and Packaging Company LLC^{(4)(9)(14)(22)}	First lien senior secured revolving loan	P + 4.75%	10/19/2022		1,211		1,167			1,075			—	%
Innovative Water Care Global Corporation^(4)(7)(22)	First lien senior secured loan	L + 5.00%	2/27/2026		148,875		139,368			131,010			2.2	%
					249,028		238,843			229,544			3.8	%
Consumer products
Feradyne Outdoors, LLC^(4)(7)(22)	First lien senior secured loan	L + 6.25%	5/25/2023		112,613		111,761			99,099			1.7	%
WU Holdco, Inc. (dba Weiman Products, LLC)^(4)(7)(22)	First lien senior secured loan	L + 5.25%	3/26/2026		140,134		137,569			137,332			2.3	%
WU Holdco, Inc. (dba Weiman Products, LLC)^{(4)(7)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.25%	3/26/2021		2,936		2,731			2,707			—	%
WU Holdco, Inc. (dba Weiman Products, LLC)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.25%	3/26/2025		—		(243	)		(278	)		—	%
					255,683		251,818			238,860			4.0	%
Containers and packaging
Pregis Topco LLC^(4)(5)(22)	Second lien senior secured loan	L + 8.00%	7/30/2027		186,333		182,737			182,607			3.1	%
					186,333		182,737			182,607			3.1	%
Distribution
ABB/Con-cise Optical Group LLC⁽⁴⁾⁽⁷⁾	First lien senior secured loan	L + 5.00%	6/15/2023		76,410		75,632			72,590			1.2	%
ABB/Con-cise Optical Group LLC⁽⁴⁾⁽⁷⁾	Second lien senior secured loan	L + 9.00%	6/17/2024		25,000		24,506			23,375			0.4	%
Aramsco, Inc.^(4)(5)(22)	First lien senior secured loan	L + 5.25%	8/28/2024		57,055		55,908			55,771			0.9	%
Aramsco, Inc.^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 5.25%	8/28/2024		1,536		1,373			1,348			—	%
Dealer Tire, LLC^{(4)(5)(20)(22)}	First lien senior secured loan	L + 5.50%	12/15/2025		113,889		108,862			113,958			1.9	%
Endries Acquisition, Inc.^(4)(5)(22)	First lien senior secured loan	L + 6.25%	12/10/2025		178,650		175,890			175,524			2.9	%
Endries Acquisition, Inc.^{(4)(5)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 6.25%	12/10/2020		10,834		9,906			9,741			0.2	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Endries Acquisition, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.25%	12/10/2024		—		(389	)		(473	)		—	%
Individual Foodservice Holdings, LLC^(4)(7)(22)	First lien senior secured loan	L + 5.75%	11/22/2025		144,500		141,389			141,350			2.4	%
Individual Foodservice Holdings, LLC^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	5/22/2021		—		(912	)		(927	)		—	%
Individual Foodservice Holdings, LLC^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 5.75%	11/22/2024		1,275		730			719			—	%
JM Swank, LLC⁽⁴⁾⁽⁷⁾	First lien senior secured loan	L + 7.50%	7/25/2022		116,167		114,901			114,715			1.9	%
Offen, Inc.^(4)(7)(22)	First lien senior secured loan	L + 5.00%	6/22/2026		14,617		14,478			14,434			0.2	%
Offen, Inc.^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.00%	12/21/2020		—		(50	)		(66	)		—	%
QC Supply, LLC⁽⁴⁾⁽⁵⁾	First lien senior secured loan	L + 5.50% (1.00% PIK)	12/29/2022		34,465		33,992			33,001			0.6	%
QC Supply, LLC⁽⁴⁾⁽⁵⁾	First lien senior secured revolving loan	L + 6.50%	12/29/2021		4,969		4,919			4,758			0.1	%
					779,367		761,135			759,818			12.7	%
Education
2U, Inc.^{(4)(5)(18)(22)}	First lien senior secured loan	L + 5.75%	5/22/2024		115,000		113,453			112,700			1.9	%
Learning Care Group (US) No. 2 Inc.^(4)(7)(22)	Second lien senior secured loan	L + 7.50%	3/13/2026		26,967		26,539			26,832			0.4	%
Severin Acquisition, LLC (dba PowerSchool)^(4)(7)(22)	Second lien senior secured loan	L + 6.75%	8/3/2026		108,000		107,176			107,460			1.8	%
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)^(4)(7)(22)	First lien senior secured loan	L + 6.00%	5/14/2024		62,213		61,013			61,435			1.0	%
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)^{(4)(7)(14)(22)}	First lien senior secured revolving loan	L + 6.00%	5/14/2024		1,229		1,152			1,176			—	%
					313,409		309,333			309,603			5.1	%
Energy equipment and services
Liberty Oilfield Services LLC^{(4)(5)(18)(22)}	First lien senior secured loan	L + 7.63%	9/19/2022		13,981		13,830			14,050			0.2	%
					13,981		13,830			14,050			0.2	%
Financial services
Blackhawk Network Holdings, Inc.^(4)(5)(22)	Second lien senior secured loan	L + 7.00%	6/15/2026		104,700		103,837			104,439			1.7	%
NMI Acquisitionco, Inc. (dba Network Merchants)^(4)(5)(22)	First lien senior secured loan	L + 5.75%	9/6/2022		28,193		27,778			27,770			0.5	%
NMI Acquisitionco, Inc. (dba Network Merchants)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	9/6/2022		-		(9	)		(10	)		—	%
					132,893		131,606			132,199			2.2	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Food and beverage
Caiman Merger Sub LLC (dba City Brewing)^(4)(5)(22)	First lien senior secured loan	L + 5.75%	11/3/2025		177,119		175,387			175,347			2.9	%
Caiman Merger Sub LLC (dba City Brewing)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	11/1/2024		—		(125	)		(129	)		—	%
CM7 Restaurant Holdings, LLC^(4)(5)(22)	First lien senior secured loan	L + 8.00%	5/22/2023		37,232		36,738			36,674			0.6	%
Give and Go Prepared Foods Corp.^(4)(7)(18)	Second lien senior secured loan	L + 8.50%	1/29/2024		42,000		41,704			38,430			0.6	%
H-Food Holdings, LLC^(4)(5)(22)	Second lien senior secured loan	L + 7.00%	3/2/2026		121,800		119,175			119,364			2.0	%
H-Food Holdings, LLC^{(4)(5)(20)(22)}	First lien senior secured loan	L + 4.00%	5/23/2025		23,515		23,314			23,384			0.4	%
Hometown Food Company^(4)(5)(22)	First lien senior secured loan	L + 5.00%	8/31/2023		28,825		28,388			28,465			0.5	%
Hometown Food Company^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.00%	8/31/2023		—		(62	)		(53	)		—	%
Manna Development Group, LLC^(4)(5)(22)	First lien senior secured loan	L + 6.00%	10/24/2022		56,655		56,092			55,947			0.9	%
Manna Development Group, LLC^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 6.00%	10/24/2022		867		759			813			—	%
Recipe Acquisition Corp. (dba Roland Corporation)⁽⁴⁾⁽⁷⁾	Second lien senior secured loan	L + 8.00%	12/1/2022		32,000		31,666			31,760			0.5	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)^(4)(5)(22)	First lien senior secured loan	L + 4.50%	7/30/2025		38,595		37,930			37,823			0.6	%
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 4.50%	7/31/2023		5,520		5,375			5,340			0.1	%
Tall Tree Foods, Inc.⁽⁴⁾⁽⁵⁾	First lien senior secured loan	L + 7.25%	8/12/2022		45,550		45,211			43,728			0.7	%
Ultimate Baked Goods Midco, LLC^(4)(7)(22)	First lien senior secured loan	L + 4.00%	8/11/2025		26,730		26,230			26,195			0.4	%
Ultimate Baked Goods Midco, LLC^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 4.00%	8/9/2023		1,016		934			915			—	%
					637,424		628,716			624,003			10.2	%
Healthcare providers and services
Confluent Health, LLC.^(4)(5)(22)	First lien senior secured loan	L + 5.00%	6/24/2026		17,910		17,746			17,641			0.3	%
Covenant Surgical Partners, Inc.^(4)(5)(22)	First lien senior secured loan	L + 4.00%	7/1/2026		13,965		13,832			13,860			0.2	%
Covenant Surgical Partners, Inc.^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 4.00%	7/1/2021		—		(26	)		(21	)		—	%
Geodigm Corporation (dba National Dentex)^{(4)(5)(11)(22)}	First lien senior secured loan	L + 6.87%	12/1/2021		123,460		122,795			120,990			2.0	%
GI CCLS Acquisition LLC (fka GI Chill Acquisition LLC)^(4)(7)(22)	First lien senior secured loan	L + 4.00%	8/6/2025		12,029		11,979			11,985			0.2	%
GI CCLS Acquisition LLC (fka GI Chill Acquisition LLC)^(4)(7)(22)	Second lien senior secured loan	L + 7.50%	8/6/2026		135,400		134,215			133,708			2.2	%
Nelipak Holding Company^(4)(5)(22)	First lien senior secured loan	L + 4.25%	7/2/2026		48,003		47,097			47,523			0.8	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Nelipak Holding Company^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 4.25%	7/2/2024		2,680		2,547			2,607			—	%
Nelipak Holding Company^{(4)(10)(14)(22)}	First lien senior secured revolving loan	E + 4.50%	7/2/2024		451		309			335			—	%
Nelipak Holding Company^(4)(5)(22)	Second lien senior secured loan	L + 8.25%	7/2/2027		67,006		66,042			66,001			1.1	%
Nelipak Holding Company^(4)(10)(22)	Second lien senior secured loan	E + 8.50%	7/2/2027		67,464		66,288			66,281			1.1	%
Premier Imaging, LLC (dba LucidHealth)^(4)(5)(22)	First lien senior secured loan	L + 5.75%	1/2/2025		33,660		33,086			32,987			0.6	%
RxSense Holdings, LLC^(4)(5)(22)	First lien senior secured loan	L + 6.00%	2/15/2024		129,847		128,189			127,574			2.1	%
RxSense Holdings, LLC^{(4)(7)(14)(22)}	First lien senior secured revolving loan	L + 6.00%	2/15/2024		4,047		3,947			3,906			0.1	%
TC Holdings, LLC (dba TrialCard)^(4)(7)(22)	First lien senior secured loan	L + 4.50%	11/14/2023		84,179		82,984			84,179			1.4	%
TC Holdings, LLC (dba TrialCard)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 4.50%	11/14/2022		—		(89	)		—			—	%
					740,101		730,941			729,556			12.1	%
Healthcare technology
Bracket Intermediate Holding Corp.^(4)(7)(22)	Second lien senior secured loan	L + 8.13%	9/7/2026		26,250		25,785			25,725			0.4	%
Definitive Healthcare Holdings, LLC^(4)(7)(22)	First lien senior secured loan	L + 5.50%	7/16/2026		196,485		194,633			194,520			3.3	%
Definitive Healthcare Holdings, LLC^{(4)(14)(15)(22)}	First lien senior secured delayed draw term loan	L + 5.50%	7/16/2026		—		(203	)		-			—	%
Definitive Healthcare Holdings, LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.50%	7/16/2024		—		(99	)		(109	)		—	%
Interoperability Bidco, Inc.^(4)(5)(22)	First lien senior secured loan	L + 5.75%	6/25/2026		76,814		75,909			75,662			1.4	%
Interoperability Bidco, Inc.^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	6/25/2021		—		(9	)		(30	)		—	%
Interoperability Bidco, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	6/25/2024		—		(45	)		(60	)		—	%
					299,549		295,971			295,708			5.1	%
Household products
Hayward Industries, Inc.^(4)(5)(22)	Second lien senior secured loan	L + 8.25%	8/4/2025		52,149		51,340			51,628			0.9	%
HGH Purchaser, Inc. (dba Horizon Services)^(4)(5)(22)	First lien senior secured loan	L + 6.00%	11/3/2025		77,760		76,620			76,594			1.4	%
HGH Purchaser, Inc. (dba Horizon Services)^{(4)(9)(14)(22)}	First lien senior secured revolving loan	P + 5.00%	11/3/2025		1,782		1,640			1,636			—	%
HGH Purchaser, Inc. (dba Horizon Services)^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 6.00%	11/1/2021		—		(79	)		(81	)		—	%
					131,691		129,521			129,777			2.3	%
Infrastructure and environmental services

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)⁽⁴⁾⁽⁷⁾	First lien senior secured loan	L + 7.25%	9/8/2022		145,827		144,048			145,827			2.4	%
LineStar Integrity Services LLC^(4)(7)(22)	First lien senior secured loan	L + 7.25%	2/12/2024		89,759		88,357			88,638			1.5	%
					235,586		232,405			234,465			3.9	%
Insurance
Asurion, LLC^{(4)(5)(20)(22)}	Second lien senior secured loan	L + 6.50%	8/4/2025		40,000		40,518			40,460			0.7	%
Integrity Marketing Acquisition, LLC^(4)(7)(22)	First lien senior secured loan	L + 5.75%	8/27/2025		136,900		134,941			134,846			2.3	%
Integrity Marketing Acquisition, LLC^{(4)(7)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	2/29/2020		37,283		36,447			36,724			0.6	%
Integrity Marketing Acquisition, LLC^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	2/27/2021		—		(192	)		—			—	%
Integrity Marketing Acquisition, LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	8/27/2025		—		(210	)		(222	)		—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^(4)(5)(22)	First lien senior secured loan	L + 4.00%	6/3/2026		24,153		23,421			23,489			0.4	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 4.00%	6/3/2021		—		(72	)		(67	)		—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 4.00%	6/3/2024		—		(103	)		(143	)		—	%
KWOR Acquisition, Inc. (dba Worley Claims Services)^(4)(5)(22)	Second lien senior secured loan	L + 7.75%	12/3/2026		49,600		48,897			48,608			0.8	%
Norvax, LLC (dba GoHealth)^(4)(7)(22)	First lien senior secured loan	L + 6.50%	9/15/2025		122,420		120,657			120,584			2.0	%
Norvax, LLC (dba GoHealth)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.50%	9/13/2024		—		(173	)		(184	)		—	%
RSC Acquisition, Inc (dba Risk Strategies)^(4)(7)(22)	First lien senior secured loan	L + 5.50%	10/30/2026		40,783		39,982			39,967			0.7	%
RSC Acquisition, Inc (dba Risk Strategies)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.50%	10/30/2026		—		(33	)		(34	)		—	%
RSC Acquisition, Inc (dba Risk Strategies)^{(4)(7)(14)(22)}	First lien senior secured delayed draw term loan	L + 5.50%	10/30/2026		2,451		2,191			2,184			—	%
THG Acquisition, LLC (dba Hilb)^(4)(7)(22)	First lien senior secured loan	L + 5.75%	12/2/2026		60,067		58,579			58,565			1.0	%
THG Acquisition, LLC (dba Hilb)^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	12/2/2021		—		(208	)		(211	)		—	%
THG Acquisition, LLC (dba Hilb)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	12/2/2025		—		(138	)		(140	)		—	%
					513,657		504,504			504,426			8.5	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Internet software and services
Accela, Inc.⁽⁴⁾⁽⁷⁾	First lien senior secured loan	L + 3.25% (1.64% PIK)	9/28/2023		21,714		21,422			21,714			0.4	%
Apptio, Inc.^(4)(5)(22)	First lien senior secured loan	L + 7.25%	1/10/2025		41,727		40,992			41,205			0.7	%
Apptio, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 7.25%	1/10/2025		—		(47	)		(35	)		—	%
3ES Innovation Inc. (dba Aucerna)^{(4)(7)(18)(22)}	First lien senior secured loan	L + 5.75%	5/13/2025		40,132		39,672			39,329			0.7	%
3ES Innovation Inc. (dba Aucerna)^{(4)(14)(15)(18)(22)}	First lien senior secured revolving loan	L + 5.75%	5/13/2025		—		(43	)		(78	)		—	%
Genesis Acquisition Co. (dba Procare Software)^(4)(7)(22)	First lien senior secured loan	L + 3.75%	7/31/2024		17,974		17,690			17,614			0.3	%
Genesis Acquisition Co. (dba Procare Software)^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 3.75%	7/31/2020		—		(36	)		(47	)		—	%
Genesis Acquisition Co. (dba Procare Software)^{(4)(7)(14)(22)}	First lien senior secured revolving loan	L + 3.75%	7/31/2024		923		883			870			—	%
IQN Holding Corp. (dba Beeline)^(4)(7)(22)	First lien senior secured loan	L + 5.50%	8/20/2024		191,899		189,564			189,501			3.2	%
IQN Holding Corp. (dba Beeline)^{(4)(7)(14)(22)}	First lien senior secured revolving loan	L + 5.50%	8/21/2023		7,139		6,892			6,856			0.1	%
Lightning Midco, LLC (dba Vector Solutions)^(4)(7)(22)	First lien senior secured loan	L + 5.50%	11/21/2025		113,765		112,777			112,058			1.9	%
Lightning Midco, LLC (dba Vector Solutions)^{(4)(9)(14)(16)(22)}	First lien senior secured delayed draw term loan	P + 4.50%	11/23/2020		24,788		24,565			24,390			0.4	%
Lightning Midco, LLC (dba Vector Solutions)^{(4)(7)(14)(22)}	First lien senior secured revolving loan	L + 5.50%	11/21/2023		8,044		7,940			7,844			0.1	%
Litera Bidco LLC^(4)(7)(22)	First lien senior secured loan	L + 5.75%	5/29/2026		60,245		59,449			59,490			1.0	%
Litera Bidco LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	5/30/2025		—		(66	)		(72	)		—	%
MINDBODY, Inc.^(4)(5)(22)	First lien senior secured loan	L + 7.00%	2/14/2025		57,679		57,168			57,102			1.0	%
MINDBODY, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 7.00%	2/14/2025		—		(52	)		(61	)		—	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)^(4)(5)(22)	First lien senior secured loan	L + 6.50%	6/17/2024		133,936		132,603			132,597			2.2	%
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.50%	6/15/2023		—		(56	)		(64	)		—	%
					719,965		711,317			710,213			12.0	%
Leisure and entertainment
Troon Golf, L.L.C.^{(4)(7)(11)(13)(22)}	First lien senior secured term loan A and B	L + 5.50% (TLA: L + 3.5%; TLB: L + 5.98%)	3/29/2025		177,718		175,774			177,718			3.0	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Troon Golf, L.L.C.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.50%	3/29/2025		—		(135	)		—			—	%
					177,718		175,639			177,718			3.0	%
Manufacturing
Ideal Tridon Holdings, Inc.^(4)(7)(22)	First lien senior secured loan	L + 5.75%	7/31/2024		55,651		54,894			55,373			0.9	%
Ideal Tridon Holdings, Inc.^{(4)(7)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 5.75%	12/25/2020		524		511			522			—	%
Ideal Tridon Holdings, Inc.^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 5.75%	7/31/2023		327		262			298			—	%
MHE Intermediate Holdings, LLC(dba Material Handling Services)^(4)(7)(22)	First lien senior secured delayed draw term loan	L + 5.00%	3/10/2024		23,933		23,727			23,455			0.4	%
PHM Netherlands Midco B.V. (dba Loparex)^(4)(7)(22)	Second lien senior secured loan	L + 8.75%	8/2/2027		112,000		104,427			103,880			1.8	%
Professional Plumbing Group, Inc.^(4)(7)(22)	First lien senior secured loan	L + 6.75%	4/16/2024		52,213		51,612			51,038			0.9	%
Professional Plumbing Group, Inc.^{(4)(7)(14)(22)}	First lien senior secured revolving loan	L + 6.75%	4/16/2023		6,643		6,555			6,364			0.1	%
Safety Products/JHC Acquisition Corp.(dba Justrite Safety Group)^(4)(5)(22)	First lien senior secured loan	L + 4.50%	6/28/2026		13,480		13,354			13,278			0.2	%
Safety Products/JHC Acquisition Corp.(dba Justrite Safety Group)^{(4)(5)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 4.50%	6/28/2021		729		713			704			—	%
					265,500		256,055			254,912			4.3	%
Oil and gas
Black Mountain Sand Eagle Ford LLC^(4)(7)(22)	First lien senior secured loan	L + 8.25%	8/17/2022		88,246		87,574			87,805			1.5	%
Project Power Buyer, LLC (dba PEC-Veriforce)^(4)(7)(22)	First lien senior secured loan	L + 5.75%	5/14/2026		32,773		32,392			32,199			0.5	%
Project Power Buyer, LLC (dba PEC-Veriforce)^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 5.75%	5/14/2025		—		(36	)		(56	)		—	%
Zenith Energy U.S. Logistics Holdings, LLC^(4)(5)(22)	First lien senior secured loan	L + 5.50%	12/20/2024		85,365		84,022			82,804			1.4	%
					206,384		203,952			202,752			3.4	%
Professional services
AmSpec Services Inc.^(4)(7)(22)	First lien senior secured loan	L + 6.25%	7/2/2024		112,542		110,882			110,292			1.8	%
AmSpec Services Inc.^{(4)(9)(14)(22)}	First lien senior secured revolving loan	P + 4.25%	7/2/2024		5,423		5,233			5,134			0.1	%
Cardinal US Holdings, Inc.^{(4)(7)(18)(22)}	First lien senior secured loan	L + 5.00%	7/31/2023		90,196		87,114			90,196			1.5	%
DMT Solutions Global Corporation^(4)(7)(22)	First lien senior secured loan	L + 7.00%	7/2/2024		51,800		50,142			50,376			0.8	%
GC Agile Holdings Limited (dba Apex Fund Services)^{(4)(7)(18)(22)}	First lien senior secured loan	L + 7.00%	6/15/2025		160,486		157,898			157,275			2.6	%
GC Agile Holdings Limited (dba Apex Fund Services)^{(4)(14)(15)(18)(22)}	First lien senior secured revolving loan	L + 7.00%	6/15/2023		—		(230	)		(208	)		—	%
Gerson Lehrman Group, Inc.^(4)(5)(22)	First lien senior secured loan	L + 4.25%	12/12/2024		306,813		304,206			302,978			5.1	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)			Fair Value			Percentage of Net Assets
Gerson Lehrman Group, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 4.25%	12/12/2024		—		(178	)		(270	)		—	%
					727,260		715,067			715,773			11.9	%
Specialty retail
BIG Buyer, LLC^(4)(7)(22)	First lien senior secured loan	L + 6.50%	11/20/2023		50,459		49,486			49,323			0.8	%
BIG Buyer, LLC^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 6.50%	12/18/2020		-		(195	)		(56	)		—	%
BIG Buyer, LLC^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.50%	11/20/2023		-		(93	)		(84	)		—	%
EW Holdco, LLC (dba European Wax)^(4)(5)(22)	First lien senior secured loan	L + 4.50%	9/25/2024		72,018		71,415			71,478			1.2	%
Galls, LLC^(4)(6)(22)	First lien senior secured loan	L + 6.25%	1/31/2025		90,999		90,112			89,406			1.5	%
Galls, LLC^{(4)(5)(14)(22)}	First lien senior secured revolving loan	L + 6.25%	1/31/2024		21,880		21,598			21,431			0.4	%
Galls, LLC^{(4)(6)(14)(16)(22)}	First lien senior secured delayed draw term loan	L + 6.25%	1/31/2020		10,368		9,939			10,187			0.2	%
					245,724		242,262			241,685			4.1	%
Telecommunications
DB Datacenter Holdings Inc.^(4)(5)(22)	Second lien senior secured loan	L + 8.00%	4/3/2025		47,409		46,826			46,934			0.8	%
					47,409		46,826			46,934			0.8	%
Transportation
Lazer Spot G B Holdings, Inc.^(4)(5)(22)	First lien senior secured loan	L + 6.00%	12/9/2025		133,200		130,892			130,896			2.2	%
Lazer Spot G B Holdings, Inc.^{(4)(14)(15)(16)(22)}	First lien senior secured delayed draw term loan	L + 6.00%	6/9/2021		-		(49	)		(64	)		—	%
Lazer Spot G B Holdings, Inc.^{(4)(7)(14)(22)}	First lien senior secured revolving loan	L + 6.00%	12/9/2025		2,147		1,683			1,682			—	%
Lytx, Inc.^(4)(5)(22)	First lien senior secured loan	L + 6.75%	8/31/2023		43,688		42,797			43,688			0.7	%
Lytx, Inc.^{(4)(14)(15)(22)}	First lien senior secured revolving loan	L + 6.75%	8/31/2022		—		(33	)		—			—	%
Motus, LLC and Runzheimer International LLC^{(4)(7)(11)(22)}	First lien senior secured loan	L + 6.33%	1/17/2024		58,300		57,240			57,717			1.0	%
					237,335		232,530			233,919			3.9	%
Total non-controlled/non-affiliated portfolio company debt investments					8,873,404		8,727,305			8,698,273			145.5	%

Equity Investments
Food and beverage
CM7 Restaurant Holdings, LLC^(22)(23)	LLC Interest	N/A	N/A		340		340			324			—	%
H-Food Holdings, LLC^(22)(23)	LLC Interest	N/A	N/A		10,875		10,875			11,103			0.2	%
					11,215		11,215			11,427			0.2	%
Total non-controlled/non-affiliated portfolio company equity investments					11,215		11,215			11,427			0.2	%

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

Company^(1)(17)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost^(3)(24)		Fair Value		Percentage of Net Assets
Total non-controlled/non-affiliated portfolio company investments					8,884,619		8,738,520		8,709,700		145.7	%

Controlled/affiliated portfolio company investments
Equity Investments
Financial services
Wingspire Capital Holdings LLC^{(14)(19)(21)(23)}		N/A	N/A		1,448		1,448		1,448		—	%
					1,448		1,448		1,448		—	%
Investment funds and vehicles
Sebago Lake LLC^{(12)(18)(19)(21)(23)}		N/A	N/A		88,888		88,888		88,077		1.5	%
					88,888		88,888		88,077		1.5	%
Total controlled/affiliated portfolio company investments					90,336		90,336		89,525		1.5	%
Total Investments				$	8,974,955	$	8,828,856	$	8,799,225		147.2	%

Interest Rate Swaps as of December 31, 2019

Company Receives

Company Pays

Maturity Date

Notional Amount

Hedged Instrument

Footnote Reference

Interest rate swap

4.75%

L + 2.545%

12/21/2021

150,000

2023 Notes

Note 6

Interest rate swap

5.25%

L + 2.937%

4/10/2024

400,000

2024 Notes

Note 6

Total

550,000

________________

(1)

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

(2)

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

(3)

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

(4)

(5)

The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2019 was 1.8%.

(6)

The interest rate on these loans is subject to 2 month LIBOR, which as of December 31, 2019 was 1.8%.

(7)

The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2019 was 1.9%.

(8)

The interest rate on this loan is subject to 3 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of December 31, 2019 was 2.1%.

(9)

The interest rate on these loans is subject to Prime, which as of December 31, 2019 was 4.75%.

(10)

The interest rate on this loan is subject to 3 month EURIBOR, which as of December 31, 2019 was (0.4)%.

(11)

(12)

Investment measured at NAV.

(13)

The first lien term loan is comprised of two components: Term Loan A and Term Loan B. The Company's Term Loan A and Term Loan B principal amounts are $34.4 million and $143.3 million, respectively. Both Term Loan A and Term Loan B have the same maturity date. Interest disclosed reflects the blended rate of the first lien term loan. The Term Loan A represents a ‘first out’ tranche and the Term Loan B represents a ‘last out’ tranche. The ‘first out’ tranche has priority as to the ‘last out’ tranche with respect to payments of principal, interest and any amounts due thereunder.

(14)

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

(15)

(16)

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

(17)

(18)

This portfolio company is not a qualifying asset under Section 55(a) of the 1940 Act. Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2019, non-qualifying assets represented 5.9% of total assets as calculated in accordance with the regulatory requirements.

Owl Rock Capital Corporation

Consolidated Schedules of Investments

As of December 31, 2019

(Amounts in thousands, except share amounts)

(19)

($ in thousands)	Fair value as of December 31, 2018		Gross Additions		Gross Reductions			Change in Unrealized Gains (Losses)		Fair value as of December 31, 2019		Dividend Income		Other Income
Controlled Affiliates
Sebago Lake LLC	$	86,622	$	—	$	(2,250	)	$	3,705	$	88,077	$	10,046	$	—
Wingspire Capital Holdings LLC		—		1,448		—			—		1,448		—		—
Total Controlled Affiliates	$	86,622	$	1,448	$	(2,250	)	$	3,705	$	89,525	$	10,046	$	—

(20)

Level 2 investment.

(21)

Investment is not pledged as collateral for the credit facilities.

(22)

(23)

Securities acquired in transactions exempt from registration under the Securities Act and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2019, the aggregate fair value of these securities is $101.0 million or 1.7% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:

Portfolio Company	Investment	Acquisition Date
CM7 Restaurant Holdings, LLC	LLC Interest	May 21, 2018
H-Food Holdings, LLC	LLC Interest	November 23, 2018
Sebago Lake LLC^*	LLC Interest	June 20, 2017
Wingspire Capital Holdings LLC^**	LLC Interest	September 24, 2019

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

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

(24)

As of December 31, 2019, the net estimated unrealized loss for U.S. federal income tax purposes was $40.2 million based on a tax cost basis of $8.8 billion. As of December 31, 2019, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $64.4 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $24.2 million.

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

Owl Rock Capital Corporation

Consolidated Statements of Changes in Net Assets

(Amounts in thousands)

(Unaudited)

	For the Three Months Ended March 31,
	2020			2019
Increase (Decrease) in Net Assets Resulting from Operations
Net investment income (loss)	$	146,256		$	96,005
Net change in unrealized gain (loss)		(459,115	)		18,452
Net realized gain (loss)		269			30
Net Increase (Decrease) in Net Assets Resulting from Operations		(312,590	)		114,487
Distributions
Distributions declared from earnings⁽¹⁾		(152,434	)		(88,479	)
Net Decrease in Net Assets Resulting from Shareholders' Distributions		(152,434	)		(88,479	)
Capital Share Transactions
Issuance of common shares, net of offering and underwriting costs		—			750,000
Repurchase of common stock		(47,961	)		—
Reinvestment of distributions		42,964			39,461
Net Increase in Net Assets Resulting from Capital Share Transactions		(4,997	)		789,461
Total Increase in Net Assets		(470,021	)		815,469
Net Assets, at beginning of period		5,977,283			3,264,845
Net Assets, at end of period	$	5,507,262		$	4,080,314

________________

(1)

For the three months ended March 31, 2020 and 2019, distributions declared from earnings were derived from net investment income.

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

Owl Rock Capital Corporation

Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	For the Three Months Ended March 31,
	2020			2019
Cash Flows from Operating Activities
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(312,590	)	$	114,487
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments, net		(1,046,846	)		(1,110,981	)
Proceeds from investments and investment repayments, net		463,125			89,870
Net amortization of discount on investments		(14,617	)		(4,614	)
Payment-in-kind interest		(3,413	)		(3,631	)
Net change in unrealized (gain) loss on investments		459,034			(18,474	)
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies		81			22
Net realized (gain) loss on investments		(348	)		4
Net realized (gain) loss on foreign currency transactions relating to investments		6			—
Amortization of debt issuance costs		3,170			1,972
Amortization of offering costs		—			14
Changes in operating assets and liabilities:
(Increase) decrease in receivable for investments sold		9,250			—
(Increase) decrease in interest receivable		3,765			(13,473	)
(Increase) decrease in receivable from a controlled affiliate		287			5,403
(Increase) decrease in prepaid expenses and other assets		(23,231	)		(2,089	)
Increase (decrease) in management fee payable		639			1,137
Increase (decrease) in payables to affiliate		(2,710	)		(872	)
Increase (decrease) in payables for investments purchased		49,116			(3,180	)
Increase (decrease) in fair value of interest rate swap attributed to unsecured notes		20,043			—
Increase (decrease) in accrued expenses and other liabilities		22,120			5,381
Net cash used in operating activities		(373,119	)		(939,024	)
Cash Flows from Financing Activities
Borrowings on debt		1,372,000			790,435
Payments on debt		(777,000	)		(591,000	)
Debt issuance costs		(13,871	)		(308	)
Proceeds from issuance of common shares (net of underwriting costs)		—			750,000
Repurchase of common stock		(47,961	)		—
Offering costs paid		—			(44	)
Cash distributions paid to shareholders		(94,285	)		(38,889	)
Net cash provided by financing activities		438,883			910,194
Net increase (decrease) in cash and restricted cash (restricted cash of $(3,173) and $(1,894), respectively)		65,764			(28,830	)
Cash and restricted cash, beginning of period (restricted cash of $7,587 and $6,013, respectively)		317,159			127,603
Cash and restricted cash, end of period (restricted cash of $4,414 and $4,119, respectively)	$	382,923		$	98,773

Owl Rock Capital Corporation

Consolidated Statements of Cash Flows - Continued

(Amounts in thousands)

(Unaudited)

	For the Three Months Ended March 31,
	2020		2019
Supplemental and Non-Cash Information
Interest paid during the period	$	27,239	$	25,973
Distributions declared during the period	$	152,434	$	88,479
Reinvestment of distributions during the period	$	42,964	$	39,461
Distributions Payable	$	152,434	$	88,479
Excise taxes paid	$	1,990	$	1,100

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

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited)

Note 1. Organization

Owl Rock Capital Corporation (the “Company”) is a Maryland corporation formed on October 15, 2015. The Company was formed primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. The Company invests in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity 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.

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

On July 22, 2019, the Company closed its initial public offering ("IPO"), issuing 10 million shares of its common stock at a public offering price of $15.30 per share, and on August 2, 2019, the underwriters exercised their option to purchase an additional 1.5 million shares of common stock at a purchase price of $15.30 per share. Net of underwriting fees and offering costs, the Company received total cash proceeds of $164.0 million. The Company’s common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “ORCC” on July 18, 2019.

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.

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.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

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

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

•

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

•

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

•

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

•

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

•

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

The Company conducts this valuation process on a quarterly basis.

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

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

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

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

Financial and Derivative Instruments

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

Foreign Currency

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

•

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

•

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

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

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

Interest and Dividend Income Recognition

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

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection. As of March 31, 2020, no investments are on non-accrual status.

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

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Other Income

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

Organization Expenses

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

Offering Expenses

Costs associated with the private placement offering of common shares of the Company 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.

Debt Issuance Costs

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

Reimbursement of Transaction-Related Expenses

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

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

Income Taxes

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

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

The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

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, 2019. The 2016 through 2018 tax years remain subject to examination by U.S. federal, state and local tax authorities.

Distributions to Common Shareholders

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

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

Consolidation

As provided under Regulation S-X and ASC Topic 946 - Financial Services - Investment Companies, the Company will generally not consolidate its investment in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to the Company. Accordingly, the Company consolidated the accounts of the Company's wholly-owned subsidiaries 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 Sebago Lake LLC (“Sebago Lake”) or Wingspire Capital Holdings LLC (“Wingspire”). For further description of the Company’s investment in Sebago Lake, see Note 4 “Investments”. For further description of the Company’s investment in Wingspire, see Note 3 “Agreements and Related Party Transactions - Controlled/Affiliated Portfolio Companies”.

New Accounting Pronouncements

In March 2020, the FASB issued ASU No. 2020-04, Revenue Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The updated guidance provides optional expedients and exceptions for applying GAAP to contract modifications, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update are elective and effective upon issuance through December 31, 2022. ASU No. 2020-04 provides increased flexibility as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04 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

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

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

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

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

On February 19, 2020, the Board approved the continuation of the Administration Agreement. Unless earlier terminated as described below, the Administration Agreement will remain in effect from year to year if approved annually by (1) the vote of the Board, or by the vote of a majority of its outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Adviser.

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

For the three months ended March 31, 2020 and 2019, the Company incurred expenses of approximately $1.8 million and $1.3 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.

Investment Advisory Agreement

On March 1, 2016, the Company entered into the Original Investment Advisory Agreement with the Adviser. On February 27, 2019, the Board determined to amend and restate the Original Investment Advisory Agreement (the "First Amended and Restated Investment Advisory Agreement") to reduce the fees that the Company will pay the Adviser following the listing of the Company's common stock on a national securities exchange, which occurred on July 18, 2019 (the “Listing Date”). On February 19, 2020, the Board approved the continuation of the First Amended and Restated Investment Advisory Agreement. On March 31, 2020, the Board determined to amend and restate the First Amendment and Restated Investment Advisory Agreement to reduce the management fee payable to the Adviser when the Company’s asset coverage ratio, calculated in accordance with Section 18 and 61 of the 1940 Act is below 200% (as amended and restated, the “Investment Advisory Agreement”).

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 from year-to-year if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors.

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

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

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

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

Following the Listing Date, 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

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

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.

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

For the three months ended March 31, 2020, management fees, net of $16.9 million in management fee waivers, were $16.9 million. For the three months ended March 31, 2019, management fees were $15.2 million.

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

Following the Listing Date, 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.

On February 27, 2019, the Adviser agreed at all times prior to the fifteen-month anniversary of the Listing Date to waive the entire incentive fee (including, for the avoidance of doubt, both the portion of the incentive fee based on the Company’s income and the capital gains incentive fee).

For the three months ended March 31, 2020, due to the fee waiver of $25.6 million, the Company did not incur any performance based incentive fees on net investment income. There was no performance based incentive fees on net investment income for the three months ended and March 31, 2019.

For the three months ended March 31, 2020, the Company did not accrue capital gains based incentive fees (net of waivers). There was no capital gains based incentive fees for the three months ended and March 31, 2019.

Any portion of the management fee, incentive fee on net investment income and capital gains based incentive fee waived shall not be subject to recoupment.

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 exemptive relief by the SEC for the Company to co-invest with other funds managed by the Adviser or its affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, and (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing. In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs, through December 31, 2020, the Company may, subject to the satisfaction of certain conditions, co-invest in its existing portfolio companies with certain other funds managed by the Adviser or its affiliates and covered by the Company’s exemptive relief, even if such other funds have not previously invested in such existing portfolio company. Without this order, affiliated funds would not be able to participate in such co-investments with the Company unless the affiliated funds had previously acquired securities of the portfolio company in a co-investment transaction with the Company. The Adviser is under common control with Owl Rock Technology Advisors LLC (“ORTA”) and Owl Rock Capital Private Fund Advisors LLC (“ORPFA”), which are also investment advisers and indirect subsidiaries of Owl Rock Capital Partners. The Adviser, ORTA and ORPFA are referred to as the “Owl Rock Advisers” and together with Owl Rock Capital Partners are referred to, collectively, as “Owl Rock.” Owl Rock Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company, Owl Rock Capital Corporation II, a BDC advised by the Adviser, Owl Rock Technology Finance Corp., a BDC advised by ORTA, and other funds managed by the Adviser or its affiliates. As a result of exemptive relief, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of Owl Rock Capital Corporation II, Owl Rock Technology Finance Corp. and/or other funds established by the Adviser or its affiliates that could avail themselves of the exemptive relief.

License Agreement

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

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 two controlled/affiliated companies, Sebago Lake and Wingspire. For further description of Sebago Lake, see “Note 4. Investments”. Wingspire conducts its business through an indirectly owned subsidiary, Wingspire Capital LLC. Wingspire is an independent diversified direct lender focused on providing asset-based commercial finance loans and related senior secured loans to U.S.-based middle market borrowers. Wingspire offers a wide variety of asset-based financing solutions to businesses in an array of industries, including revolving credit facilities, machinery and equipment term loans, real estate term loans, first-in/last-out tranches, cash flow term loans, and opportunistic / bridge financings. The addition of Wingspire to the portfolio allows ORCC to participate in an asset class that offers differentiated yield with full collateral packages and covenants. Wingspire is led by a seasoned team of commercial finance veterans. The Company committed $50 million to Wingspire on September 24, 2019, and subsequently increased its commitment to $100 million on March 25, 2020. The Company does not consolidate its equity interest in Wingspire.

Owl Rock 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.

Investments at fair value and amortized cost consisted of the following as of March 31, 2020 and December 31, 2019:

	March 31, 2020				December 31, 2019
($ in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
First-lien senior secured debt investments	$	7,513,714	$	7,153,016	$	7,136,866	$	7,113,356
Second-lien senior secured debt investments		1,684,131		1,575,920		1,590,439		1,584,917
Unsecured debt investments		—		—		—		—
Equity investments⁽¹⁾		125,266		117,281		12,663		12,875
Investment funds and vehicles⁽²⁾		107,838		92,128		88,888		88,077
Total Investments	$	9,430,949	$	8,938,345	$	8,828,856	$	8,799,225

________________

(1)

Includes equity investment in Wingspire.

(2)

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

The industry composition of investments based on fair value as of March 31, 2020 and December 31, 2019 was as follows:

	March 31, 2020			December 31, 2019
Advertising and media		2.4	%		2.6	%
Aerospace and defense		3.3			3.3
Automotive		1.8			1.7
Buildings and real estate		5.9			6.6
Business services		4.9			5.4
Chemicals		2.5			2.6
Consumer products		2.9			2.7
Containers and packaging		1.9			2.1
Distribution		7.0			8.6
Education		4.2			3.5
Energy equipment and services		0.1			0.2
Financial services⁽¹⁾		2.0			1.6
Food and beverage		6.8			7.2
Healthcare providers and services		7.4			8.3
Healthcare technology		4.0			3.4
Household products		1.3			1.5
Infrastructure and environmental services		2.5			2.7
Insurance		7.9			5.7
Internet software and services		8.6			8.1
Investment funds and vehicles⁽²⁾		1.0			1.0
Leisure and entertainment		2.0			2.0
Manufacturing		3.4			2.9
Oil and gas		2.1			2.3
Professional services		8.1			8.1
Specialty retail		2.5			2.7
Telecommunications		0.5			0.5
Transportation		3.0			2.7
Total		100.0	%		100.0	%

________________

(1)

Includes equity investment in Wingspire.

(2)

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

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

The geographic composition of investments based on fair value as of March 31, 2020 and December 31, 2019 was as follows:

	March 31, 2020			December 31, 2019
United States:
Midwest		19.0	%		19.5	%
Northeast		16.9			18.7
South		44.3			42.8
West		15.0			15.3
Belgium		1.0			1.0
Canada		1.6			0.9
United Kingdom		2.2			1.8
Total		100.0	%		100.0	%

Sebago Lake LLC

Sebago Lake, a Delaware limited liability company, was formed as a joint venture between the Company and The Regents of the University of California (“Regents”) and commenced operations on June 20, 2017. Sebago Lake’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. Both the Company and Regents (the “Members”) have a 50% economic ownership in Sebago Lake. Except under certain circumstances, contributions to Sebago Lake cannot be redeemed. Each of the Members initially agreed to contribute up to $100 million to Sebago Lake. On July 26, 2018, each of the Members increased their contribution to Sebago Lake up to an aggregate of $125 million. As of March 31, 2020, each Member has funded $107.8 million of their $125 million commitments. Sebago Lake is managed by the Members, each of which have equal voting rights. Investment decisions must be approved by each of the Members.

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

As of March 31, 2020 and December 31, 2019, Sebago Lake had total investments in senior secured debt at fair value of $555.6 million and $478.5 million, respectively. The determination of fair value is in accordance with ASC 820; however, such fair value is not included in the Board’s valuation process described herein. The following table is a summary of Sebago Lake’s portfolio as well as a listing of the portfolio investments in Sebago Lake’s portfolio as of March 31, 2020 and December 31, 2019:

($ in thousands)	March 31, 2020			December 31, 2019
Total senior secured debt investments⁽¹⁾	$	592,861		$	484,439
Weighted average spread over LIBOR⁽¹⁾		4.42	%		4.56	%
Number of portfolio companies	18			16
Largest funded investment to a single borrower⁽¹⁾	$	50,000		$	50,000

________________

(1)

At par.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Sebago Lake's Portfolio as of March 31, 2020 ($ 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)⁽⁷⁾	First lien senior secured loan	L + 5.00%	12/21/2023	$	35,098	$	34,628		$	34,093			18.5		%
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)^(7)(11)(14)	First lien senior secured revolving loan	L + 5.00%	12/21/2022		3,000		2,967			2,914			1.6		%
Bleriot US Bidco Inc.⁽⁷⁾	First lien senior secured loan	L + 4.75%	11/2/2026		15,000		14,859			14,025			7.6		%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)⁽⁷⁾	First lien senior secured loan	L + 3.50%	4/6/2026		39,800		39,625			37,583			20.4		%
					92,898		92,079			88,615			48.1		%
Automotive
Dealer Tire, LLC ^(6)(10)	First lien senior secured loan	L + 4.25%	12/12/2025		36,908		36,694			30,633			16.6		%
Business Services
Vistage Worldwide, Inc.⁽⁶⁾	First lien senior secured loan	L + 4.00%	2/10/2025		17,455		17,369			16,888			9.2		%
Education
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)⁽⁷⁾	First lien senior secured loan	L + 4.25%	7/30/2025		34,475		34,391			32,108			17.4		%
Food and beverage
DecoPac, Inc.⁽⁷⁾	First lien senior secured loan	L + 4.25%	9/30/2024		20,561		20,493			19,907			10.8		%
DecoPac, Inc.^(6)(11)(14)	First lien senior secured revolving loan	L + 4.25%	9/29/2023		2,143		2,132			1,990			1.1		%
FQSR, LLC (dba KBP Investments)⁽⁷⁾	First lien senior secured loan	L + 5.50%	5/15/2023		24,445		24,203			23,566			12.8		%
FQSR, LLC (dba KBP Investments)^(8)(11)(12)	First lien senior secured delayed draw term loan	L + 5.50%	9/10/2021		9,477		9,201			8,637			4.7		%
Give & Go Prepared Foods Corp.⁽⁹⁾	First lien senior secured loan	L + 3.25%	7/29/2023		24,375		24,338			24,375			13.2		%
Sovos Brands Intermediate, Inc.⁽⁸⁾	First lien senior secured loan	L + 5.00%	11/20/2025		44,438		44,072			42,969			23.3		%
					125,439		124,439			121,444			65.9		%
Healthcare equipment and services
Cadence, Inc.⁽⁶⁾	First lien senior secured loan	L + 4.50%	5/21/2025		27,197		26,680			26,107			14.2		%
Cadence, Inc.^(9)(11)(14)	First lien senior secured revolving loan	L + 3.50%	5/21/2023		2,936		2,821			2,642			1.4		%
					30,133		29,501			28,749			15.6		%
Healthcare technology
VVC Holdings Corp. (dba Athenahealth, Inc.)⁽⁷⁾	First lien senior secured loan	L + 4.50%	2/11/2026		19,800		19,455			18,612			10.1		%
Infrastructure and environmental services
CHA Holding, Inc.⁽⁸⁾	First lien senior secured loan	L + 4.50%	4/10/2025		41,461		41,133			39,980			21.7		%
Insurance
Integro Parent Inc.⁽⁶⁾	First lien senior secured loan	L + 5.75%	10/31/2022		30,385		30,290			29,634			16.1		%
Integro Parent Inc.^(11)(12)(14)	First lien senior secured revolving loan	L + 4.50%	10/30/2021		-		(14	)		(129	)		(0.1	)	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)⁽⁸⁾	First lien senior secured loan	L + 4.25%	3/29/2025		40,458		39,703			37,998			20.6		%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)^(8)(11)(14)	First lien senior secured revolving loan	L + 4.25%	3/29/2023		4,125		4,013			3,814			2.1		%

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Sebago Lake's Portfolio as of March 31, 2020 ($ in thousands) (Unaudited)
Company^(1)(2)(4)(5)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost⁽³⁾		Fair Value		Percentage of Members' Equity
					74,968		73,992		71,317		38.7	%
Internet software and services
DCert Buyer, Inc.^(6)(10)	First lien senior secured loan	L + 4.00%	10/16/2026		50,000		49,822		44,960		24.4	%
Manufacturing
Engineered Machinery Holdings⁽⁷⁾	First lien senior secured loan	L + 4.25%	7/19/2024		44,737		44,346		39,145		21.2	%
Transportation
Uber Technologies, Inc.^(6)(10)	First lien senior secured loan	L + 4.00%	4/4/2025		24,587		24,460		23,132		12.6	%
Total Debt Investments					592,861		587,681		555,583		301.5	%
Total Investments				$	592,861	$	587,681	$	555,583		301.5	%

________________

(1)

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

(2)

Unless otherwise indicated, Sebago Lake’s investments are pledged as collateral supporting the amounts outstanding under Sebago Lake’s credit facility.

(3)

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

(4)

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) 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 March 31, 2020 was 0.99%.

(7)

The interest rate on these loans is subject to 3 month LIBOR, which as of March 31, 2020 was 1.45%.

(8)

The interest rate on these loans is subject to 6 month LIBOR, which as of March 31, 2020 was 1.18%.

(9)

The interest rate on these loans is subject to Prime, which as of March 31, 2020 was 3.25%.

(10)

Level 2 investment.

(11)

Position or portion thereof is an unfunded loan commitment.

(12)

(13)

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.

(14)

Investment is not pledged as collateral under Sebago Lake’s credit facility.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Sebago Lake's Portfolio as of December 31, 2019 ($ 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 + 5.25%	12/21/2023	$	35,188	$	34,690		$	34,805			19.8		%
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(9)(10)(12)	First lien senior secured revolving loan	L + 5.25%	12/21/2022		-		(36	)		(31	)		-		%
Bleriot US Bidco Inc.(7)	First lien senior secured term loan	L + 4.75%	10/31/2026		12,973		12,844			12,843			7.3		%
Bleriot US Bidco Inc.(9)(10)(11)(12)	First lien senior secured delayed draw term loan	L + 4.75%	10/31/2020		-		(20	)		(20	)		-		%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(7)	First lien senior secured loan	L + 4.00%	4/4/2026		39,900		39,717			39,707			22.6		%
					88,061		87,195			87,304			49.7		%
Education
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7)	First lien senior secured loan	L + 4.25%	7/30/2025		34,562		34,475			34,488			19.5		%
Food and beverage
DecoPac, Inc.(7)	First lien senior secured loan	L + 4.25%	9/30/2024		20,561		20,489			20,561			11.7		%
DecoPac, Inc.(9)(10)(12)	First lien senior secured revolving loan	L + 4.25%	9/29/2023		-		(11	)		-			-		%
FQSR, LLC (dba KBP Investments)(7)	First lien senior secured loan	L + 5.50%	5/14/2023		24,507		24,246			24,236			13.7		%
FQSR, LLC (dba KBP Investments)(7)(9)(11)	First lien senior secured delayed draw term loan	L + 5.50%	9/10/2021		8,373		8,075			8,115			4.6		%
Give & Go Prepared Foods Corp.(7)	First lien senior secured loan	L + 4.25%	7/29/2023		24,438		24,398			23,093			13.0		%
Sovos Brands Intermediate, Inc.(6)	First lien senior secured loan	L + 5.00%	11/20/2025		44,550		44,171			44,143			25.1		%
					122,429		121,368			120,148			68.1		%
Healthcare equipment and services
Cadence, Inc.(6)	First lien senior secured loan	L + 4.50%	5/21/2025		27,266		26,727			26,749			15.2		%
Cadence, Inc.(9)(10)(12)	First lien senior secured revolving loan	L + 4.50%	5/21/2025		-		(124	)		(139	)		(0.1	)	%
					27,266		26,603			26,610			15.1		%
Healthcare technology
VVC Holdings Corp. (dba Athenahealth, Inc.)(7)(8)	First lien senior secured loan	L + 4.50%	2/11/2026		19,850		19,491			19,925			11.3		%
Infrastructure and environmental services
CHA Holding, Inc.(7)	First lien senior secured loan	L + 4.50%	4/10/2025		29,816		29,709			29,694			16.8		%
Insurance
Integro Parent Inc.(6)	First lien senior secured loan	L + 5.75%	10/28/2022		30,520		30,416			30,224			17.2		%
Integro Parent Inc.(9)(10)(12)	First lien senior secured revolving loan	L + 4.50%	10/30/2021		-		(16	)		(54	)		-		%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)	First lien senior secured loan	L + 4.25%	3/29/2025		34,475		33,800			33,406			19.0		%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)(9)(12)	First lien senior secured revolving loan	L + 4.25%	3/29/2023		1,875		1,754			1,690			1.0		%

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Sebago Lake's Portfolio as of December 31, 2019 ($ in thousands)
Company^(1)(2)(4)(5)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost⁽³⁾		Fair Value		Percentage of Members' Equity
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)(9)(11)	First lien senior secured delayed draw term loan	L + 4.25%	3/29/2020		6,085		5,923		5,817		3.3	%
					72,955		71,877		71,083		40.5	%
Internet software and services
DCert Buyer, Inc.(6)	First lien senior secured loan	L + 4.00%	10/16/2026		50,000		49,816		49,878		28.3	%
Manufacturing
Engineered Machinery Holdings(7)(8)	First lien senior secured loan	L + 4.25%	7/19/2024		14,850		14,596		14,801		8.3	%
Transportation
Uber Technologies, Inc.(6)(8)	First lien senior secured loan	L + 4.00%	4/4/2025		24,650		24,517		24,578		14.0	%
Total Debt Investments					484,439		479,647		478,509		271.6	%
Total Investments				$	484,439	$	479,647	$	478,509		271.6	%

________________

(1)

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

(2)

Unless otherwise indicated, Sebago Lake’s investments are pledged as collateral supporting the amounts outstanding under Sebago Lake’s credit facility.

(3)

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

(4)

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

(5)

(6)

The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2019 was 1.8%.

(7)

The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2019 was 1.9%.

(8)

Level 2 investment.

(9)

Position or portion thereof is an unfunded loan commitment.

(10)

(11)

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.

(12)

Investment is not pledged as collateral under Sebago Lake’s credit facility.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Below is selected balance sheet information for Sebago Lake as of March 31, 2020 and December 31, 2019:

($ in thousands)	March 31, 2020 (Unaudited)		December 31, 2019
Assets
Investments at fair value (amortized cost of $587,681 and $479,647, respectively)	$	555,583	$	478,509
Cash		20,969		34,104
Interest receivable		1,242		1,281
Prepaid expenses and other assets		1,138		162
Total Assets	$	578,932	$	514,056
Liabilities
Debt (net of unamortized debt issuance costs of $3,524 and $3,895, respectively)	$	351,231	$	330,289
Distributions payable		4,377		4,950
Payable for investments purchased		36,617		—
Accrued expenses and other liabilities		2,452		2,663
Total Liabilities	$	394,677	$	337,902
Members' Equity
Members' Equity		184,255		176,154
Members' Equity		184,255		176,154
Total Liabilities and Members' Equity	$	578,932	$	514,056

Below is selected statement of operations information for Sebago Lake for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
($ in thousands)	2020			2019
Investment Income
Interest income	$	8,502		$	10,396
Other income		92			68
Total Investment Income		8,594			10,464
Expenses
Interest expense		3,784			4,633
Professional fees		167			180
Total Expenses		3,951			4,813
Net Investment Income Before Taxes		4,643			5,651
Taxes		(895	)		334
Net Investment Income After Taxes	$	5,538		$	5,317
Net Change in Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investments		(30,960	)		4,170
Total Net Change in Unrealized Gain (Loss) on Investments		(30,960	)		4,170
Net Increase in Members' Equity Resulting from Operations	$	(25,422	)	$	9,487

Loan Origination and Structuring Fees

If the loan origination and structuring fees earned by Sebago Lake during a fiscal year exceed Sebago Lake’s expenses and other obligations (excluding financing costs), such excess is allocated to the Member(s) responsible for the origination of the loans pro rata in accordance with the total loan origination and structuring fees earned by Sebago Lake with respect to the loans originated by such Member; provided, that in no event will the amount allocated to a Member exceed 1% of the par value of the loans originated by such Member in any fiscal year. The loan origination and structuring fee is accrued quarterly and included in other income from controlled, affiliated investments on the Company’s Consolidated Statements of Operations and paid annually. On February 27, 2019, the Members agreed to amend the terms of Sebago Lake’s operating agreement to eliminate the allocation of excess loan origination and structuring fees to the Members. As such, for the three months ended March 31, 2020 and 2019, the Company accrued no income based on loan origination and structuring fees.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 5. Fair Value of Investments

Investments

The following tables present the fair value hierarchy of investments as of March 31, 2020 and December 31, 2019:

	Fair Value Hierarchy as of March 31, 2020
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	—	$	7,153,016	$	7,153,016
Second-lien senior secured debt investments		—		53,789		1,522,131		1,575,920
Equity investments⁽¹⁾		—		—		117,281		117,281
Subtotal	$	—	$	53,789	$	8,792,428	$	8,846,217
Investments measured at NAV⁽²⁾		—		—		—		92,128
Total Investments at fair value	$	—	$	53,789	$	8,792,428	$	8,938,345

________________

(1)

Includes equity investment in Wingspire.

(2)

Includes equity investment in Sebago Lake.

	Fair Value Hierarchy as of December 31, 2019
($ in thousands)	Level 1		Level 2		Level 3		Total
First-lien senior secured debt investments	$	—	$	137,342	$	6,976,014	$	7,113,356
Second-lien senior secured debt investments		—		40,460		1,544,457		1,584,917
Equity investments⁽¹⁾		—		—		12,875		12,875
Subtotal	$	—	$	177,802	$	8,533,346	$	8,711,148
Investments measured at NAV⁽²⁾		—		—		—		88,077
Total Investments at fair value	$	—	$	177,802	$	8,533,346	$	8,799,225

________________

(1)

Includes equity investment in Wingspire.

(2)

Includes equity investment in Sebago Lake.

The following tables present changes in the fair value of investments for which Level 3 inputs were used to determine the fair value as of and for the three months ended March 31, 2020 and 2019:

	As of and for the Three Months Ended March 31, 2020
($ in thousands)	First-lien senior secured debt investments			Second-lien senior secured debt investments			Equity investments			Total
Fair value, beginning of period	$	6,976,014		$	1,544,457		$	12,875		$	8,533,346
Purchases of investments, net⁽¹⁾		789,943			109,821			112,603			1,012,367
Proceeds from investments, net		(312,938	)		(34,800	)		—			(347,738	)
Net change in unrealized gain (loss)		(332,094	)		(98,598	)		(8,197	)		(438,889	)
Net realized gains (losses)		342			—			—			342
Net amortization of discount on investments		8,365			1,251			—			9,616
Transfers into (out of) Level 3⁽²⁾		23,384			—			—			23,384
Fair value, end of period	$	7,153,016		$	1,522,131		$	117,281		$	8,792,428

________________

(1)

Purchases may include payment-in-kind (“PIK”).

(2)

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

	As of and for the Three Months Ended March 31, 2019
($ in thousands)	First-lien senior secured debt investments			Second-lien senior secured debt investments		Equity investments		Total
Fair value, beginning of period	$	4,554,835		$	1,074,873	$	11,063	$	5,640,771
Purchases of investments, net⁽¹⁾		1,092,134			10,238		—		1,102,372
Proceeds from investments, net		(80,023	)		—		—		(80,023	)
Net change in unrealized gain (loss)		7,679			4,349		1,231		13,259
Net realized gains (losses)		(4	)		—		—		(4	)
Net amortization of discount on investments		4,109			482		—		4,591
Transfers into (out of) Level 3⁽²⁾		(40,036	)		—		—		(40,036	)
Fair value, end of period	$	5,538,694		$	1,089,942	$	12,294	$	6,640,930

________________

(1)

Purchases may include payment-in-kind (“PIK”).

(2)

Transfers between levels, if any, are recognized at the beginning of the quarter in which the transfers occur.

The following tables present information with respect to 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 three months ended March 31, 2020 and 2019:

($ in thousands)	Net change in unrealized gain (loss) for the Three Months Ended March 31, 2020 on Investments Held at March 31, 2020			Net change in unrealized gain (loss) for the Three Months Ended March 31, 2019 on Investments Held at March 31, 2019
First-lien senior secured debt investments	$	(332,678	)	$	7,676
Second-lien senior secured debt investments		(98,525	)		4,348
Equity investments		(8,197	)		1,231
Total Investments	$	(439,400	)	$	13,255

Owl Rock 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 March 31, 2020 and December 31, 2019. 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 March 31, 2020

($ 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⁽¹⁾

7,069,334

Yield Analysis

Market Yield

6.0%-21.3% (10.6%)

Decrease

70,795

Recent Transaction

Transaction Price

98.8% - 98.8% (98.8%)

Increase

Second-lien senior secured debt investments⁽²⁾

1,495,601

Yield Analysis

Market Yield

10.6%-18.4% (13.6%)

Decrease

Equity Investments

60,185

Market Approach

EBITDA Multiple

2.4x - 10.8x (3.5x)

Increase

57,096

Recent Transaction

Transaction Price

1.0

Increase

________________

(1)

Excludes investments with an aggregate fair value amounting to $12,887, which the Company valued using indicative bid prices obtained from brokers.

(2)

Excludes investments with an aggregate fair value amounting to $26,530, which the Company valued using indicative bid prices obtained from brokers.

As of December 31, 2019

($ 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(1)

5,975,575

Yield Analysis

Market Yield

5.4%-13.2% (9.1%)

Decrease

985,898

Recent Transaction

Transaction Price

95.0%-99.8% (98.1%)

Increase

Second-lien senior secured debt investments

1,517,625

Yield Analysis

Market Yield

9.2%-17.2% (11.4%)

Decrease

26,832

Recent Transaction

Transaction Price

99.5%-99.5% (99.5%)

Increase

Equity Investments

11,427

Market Approach

EBITDA Multiple

6.8x - 11.75x (11.61x)

Increase

1,448

Recent Transaction

Transaction Price

1.0

Increase

________________

(1)

Excludes investments with an aggregate fair value amounting to $14,541, which the Company valued using indicative bid prices obtained from brokers.

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.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

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.

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 following table presents the carrying and fair values of the Company’s debt obligations as of ended March 31, 2020 and December 31, 2019.

	March 31, 2020				December 31, 2019
($ in thousands)	Net Carrying Value⁽¹⁾		Fair Value		Net Carrying Value⁽²⁾		Fair Value
Revolving Credit Facility	$	385,271	$	385,271	$	473,655	$	473,655
SPV Asset Facility I		297,470		297,470		297,246		297,246
SPV Asset Facility II		345,063		345,063		346,395		346,395
SPV Asset Facility III		171,972		171,972		251,548		251,548
SPV Asset Facility IV		56,631		56,631		57,201		57,201
CLO I		386,417		386,417		386,405		386,405
CLO II		258,042		258,042		258,028		258,028
CLO III		258,076		258,076		—		—
2023 Notes		152,899		136,875		150,113		151,514
2024 Notes		418,785		364,000		400,955		425,800
2025 Notes		417,048		357,000		416,686		430,406
July 2025 Notes		490,899		410,000		—		—
Total Debt	$	3,638,573	$	3,426,817	$	3,038,232	$	3,078,198

________________

(1)

The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, CLO I, CLO II, CLO III, 2023 Notes, 2024 Notes, 2025 Notes and July 2025 Notes are presented net of deferred financing costs of $6.6 million, $2.5 million, $4.9 million, $3.0 million, $3.6 million, $3.6 million, $2.0 million, $2.0 million, $1.3 million, $8.4 million, $8.0 million and $9.1 million, respectively.

(2)

The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility I, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, CLO I, CLO II, 2023 Notes, 2024 Notes and 2025 Notes are presented net of deferred financing costs of $7.2 million, $2.8 million, $3.6 million, $3.5 million, $3.0 million, $3.6 million, $2.0 million, $1.4 million, $8.9 million and $8.3 million, respectively.

The following table presents fair value measurements of the Company’s debt obligations as of March 31, 2020 and December 31, 2019:


($ in thousands)	March 31, 2020		December 31, 2019
Level 1	$	—	$	—
Level 2		—		856,206
Level 3		3,426,817		2,221,992
Total Debt	$	3,426,817	$	3,078,198

Financial Instruments Not Carried at Fair Value

As of March 31, 2020 and December 31, 2019, 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.

Owl Rock 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 200% (or 150% if certain conditions are met) after such borrowing. On March 31, 2020, the Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, effective on March 31, 2021 (unless the Company receives earlier shareholder approval), the Company’s asset coverage requirement applicable to senior securities will be reduced from 200% to 150%. The Company is seeking shareholder approval for the application of the modified asset coverage ratio requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act, at its shareholder meeting to be held on June 8, 2020. As of March 31, 2020 and December 31, 2019, the Company’s asset coverage was 246% and 293%, respectively.

Debt obligations consisted of the following as of March 31, 2020 and December 31, 2019:

	March 31, 2020
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Revolving Credit Facility⁽³⁾⁽⁵⁾	$	1,195,000	$	391,860	$	780,126	$	385,271
SPV Asset Facility I		400,000		300,000		100,000		297,470
SPV Asset Facility II		350,000		350,000		—		345,063
SPV Asset Facility III		500,000		175,000		325,000		171,972
SPV Asset Facility IV		450,000		60,250		389,750		56,631
CLO I		390,000		390,000		—		386,417
CLO II		260,000		260,000		—		258,042
CLO III		260,000		260,000		—		258,076
2023 Notes⁽⁴⁾		150,000		150,000		—		152,899
2024 Notes⁽⁴⁾		400,000		400,000		—		418,785
2025 Notes		425,000		425,000		—		417,048
July 2025 Notes		500,000		500,000		—		490,899
Total Debt	$	5,280,000	$	3,662,110	$	1,594,876	$	3,638,573

________________

(1)

The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)

(3)

Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

(4)

Inclusive of change in fair value of effective hedge.

(5)

The amount available is reduced by $23.0 million of outstanding letters of credit.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

	December 31, 2019
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Revolving Credit Facility(3)(5)	$	1,170,000	$	480,861	$	664,410	$	473,655
SPV Asset Facility I		400,000		300,000		100,000		297,246
SPV Asset Facility II		350,000		350,000		—		346,395
SPV Asset Facility III		500,000		255,000		245,000		251,548
SPV Asset Facility IV		300,000		60,250		239,750		57,201
CLO I		390,000		390,000		—		386,405
CLO II		260,000		260,000		—		258,028
2023 Notes⁽⁴⁾		150,000		150,000		—		150,113
2024 Notes⁽⁴⁾		400,000		400,000		—		400,955
2025 Notes		425,000		425,000		—		416,686
Total Debt	$	4,345,000	$	3,071,111	$	1,249,160	$	3,038,232

________________

(1)

The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)

(3)

Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

(4)

Inclusive of change in fair value of effective hedge.

(5)

The amount available is reduced by $24.7 million of outstanding letters of credit.

For the three months ended March 31, 2020 and 2019, the components of interest expense were as follows:

	For the Three Months Ended March 31,
($ in thousands)	2020				2019
Interest expense	$	33,582			$	32,786
Amortization of debt issuance costs		3,170				1,943
Net change in unrealized gain (loss) on effective interest rate swaps and hedged items⁽¹⁾		(2,795	)			—
Total Interest Expense	$	33,957			$	34,729
Average interest rate		4.2		%		4.7	%
Average daily borrowings	$	3,184,613			$	2,772,882

________________

(1)

Refer to the 2023 Notes and 2024 Notes for details on each facility’s interest rate swap.

Description of Facilities

Revolving Credit Facility

On February 1, 2017, the Company entered into a senior secured revolving credit agreement (and as amended by that certain First Amendment to Senior Secured Revolving Credit Agreement, dated as of July 17, 2017, the First Omnibus Amendment to Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement, dated as of March 29, 2018, the Third Amendment to Senior Secured Revolving Credit Agreement, dated as of June 21, 2018, and the Fourth Amendment to Senior Secured Revolving Credit Agreement, dated as of April 2, 2019, the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and SunTrust Robinson Humphrey, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Book Runners, Truist Bank (as successor by merger to SunTrust Bank) as Administrative Agent and ING Capital LLC as Syndication Agent.

The Revolving Credit Facility is guaranteed by OR Lending LLC, a subsidiary of the Company, 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.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

The maximum principal amount of the Revolving Credit Facility is $1.2 billion (increased from $1.17 billion on February 11, 2020; increased from $1.1 billion on August 27, 2019; increased from $1.0 billion on July 26, 2019), subject to availability under the borrowing base, which is based on the Company’s portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $1.5 billion through the exercise by the Borrower 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 $50 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 will terminate on March 31, 2023 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on April 2, 2024 (“Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the 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 will bear interest at either LIBOR plus 2.00%, or the prime rate plus 1.00%. The Company may elect either the LIBOR or prime rate at the time of drawdown, and loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. The Company predominantly borrows utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. The Company also pays 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 its shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and liquidity and other maintenance covenants, as well as customary events of default.

Subscription Credit Facility

On August 1, 2016, the Company entered into a subscription credit facility (as amended, the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent (the “Administrative Agent”) and letter of credit issuer, and Wells Fargo, State Street Bank and Trust Company and the banks and financial institutions from time to time party thereto, as lenders.

The Subscription Credit Facility permitted the Company to borrow up to $900 million, subject to availability under the “Borrowing Base.” The Borrowing Base was calculated based on the unused Capital Commitments of the investors meeting various eligibility requirements above certain concentration limits based on investors’ credit ratings. Effective June 19, 2019, the outstanding balance on the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.

Borrowings under the Subscription Credit Facility bore interest, at the Company’s election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 1.60% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 0.60%, (B) the federal funds rate plus 1.10%, and (C) one-month LIBOR plus 1.60%. Loans were able to be converted from one rate to another at any time at the Company’s election, subject to certain conditions. The Company predominantly borrowed utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. The Company also paid an unused commitment fee of 0.25% per annum on the unused commitments.

SPV Asset Facilities

SPV Asset Facility I

On December 21, 2017 (the “SPV Asset Facility I Closing Date”), ORCC Financing LLC (“ORCC Financing”), a Delaware limited liability company and subsidiary of the Company, entered into a Loan and Servicing Agreement (as amended, the “SPV Asset Facility I”), with ORCC Financing as Borrower, the Company as Transferor and Servicer, the lenders from time to time parties thereto (the “SPV Lenders”), Morgan Stanley Asset Funding Inc. as Administrative Agent, State Street Bank and Trust Company as Collateral Agent and Cortland Capital Market Services LLC as Collateral Custodian.

From time to time, the Company sells and contributes certain investments to ORCC Financing pursuant to a Sale and Contribution Agreement by and between the Company and ORCC Financing. No gain or loss is recognized as a result of the contribution. Proceeds from the SPV Asset Facility I are used to finance the origination and acquisition of eligible assets by ORCC Financing, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC Financing through our ownership of ORCC Financing. The maximum principal amount of the SPV Asset Facility I is $400 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

The SPV Asset Facility I provides for the ability to draw and redraw amounts under the SPV Asset Facility I for a period of up to three years after the SPV Asset Facility I Closing Date (the “SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility I will mature on December 21, 2022 (the “SPV Asset Facility I Maturity Date”). Prior to the SPV Asset Facility I Maturity Date, proceeds received by ORCC Financing 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 I Maturity Date, ORCC Financing 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.

Amounts drawn will bear interest at LIBOR plus a spread of 2.25% until the six-month anniversary of the SPV Asset Facility I Closing Date, increasing to 2.50% thereafter, until the SPV Asset Facility I Commitment Termination Date. After the SPV Asset Facility I Commitment Termination Date, amounts drawn will bear interest at LIBOR plus a spread of 2.75%, increasing to 3.00% on the first anniversary of the SPV Asset Facility I Commitment Termination Date. The Company predominantly borrows utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. After a ramp-up period, there is an unused fee of 0.75% per annum on the amount, if any, by which the undrawn amount under the SPV Asset Facility I exceeds 25% of the maximum principal amount of the SPV Asset Facility I. The SPV Asset Facility I contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility I is secured by a perfected first priority security interest in the assets of ORCC Financing and on any payments received by ORCC Financing in respect of those assets. Assets pledged to the SPV Lenders will not be available to pay the debts of the Company.

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 March 17, 2020 (the “SPV Asset Facility II Fifth 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 following the SPV Asset Facility II Fifth Amendment Date is $350 million (which includes terms loans of $100 million and revolving commitments of $250 million). 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 (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility II for a period of up to 18 months after the SPV Asset Facility II Fifth Amendment Date unless the revolving commitments are terminated or converted to term loans 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 May 22, 2028 (the “Stated Maturity”). Prior to the 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 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 LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus a spread that steps up from 2.20% to 2.50% during the period from the SPV Asset Facility II Fifth Amendment Date to the six month anniversary of the Reinvestment Period End Date. With respect to term loans, amounts drawn bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus a spread that steps up from 2.25% to 2.55% during the same period. The Company predominantly borrows utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. From the SPV Asset Facility II Fifth Amendment Date to the SPV Asset Facility II Commitment Termination Date, there is 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 II. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 newly formed 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 equityholder and services provider, the lenders from time to time parties thereto (the “SPV Lenders III”), 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.

From time to time, the Company expects to sell and contribute 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 will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility III will be used to finance the origination and acquisition of eligible assets by ORCC Financing III, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by ORCC Financing III through our ownership of ORCC Financing III. The maximum principal amount of the SPV Asset Facility III is $500 million; the availability of this amount is subject to a borrowing base test, which is 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.

The SPV Asset Facility III provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility III for a period of up to three years after the SPV Asset Facility III Closing Date unless such period is extended or accelerated under the terms of the SPV Asset Facility III (the “SPV Asset Facility III Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility III, the SPV Asset Facility III will mature on the date that is two years after the last day of the SPV Asset Facility III Revolving Period (the “SPV Asset Facility III Stated Maturity”). Prior to the SPV Asset Facility III Stated Maturity, proceeds received by ORCC Financing III from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility III Stated Maturity, ORCC Financing III must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to the Company.

Amounts drawn bear interest at LIBOR (or, in the case of certain SPV Lenders III that are commercial paper conduits, the lower of (a) their cost of funds and (b) LIBOR, such LIBOR not to be lower than zero) plus a spread equal to 2.20% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility III Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). LIBOR may be replaced as a base rate under certain circumstances. The Company predominantly borrows utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. During the Revolving Period, ORCC Financing III will pay 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 Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 50% and increasing to 75%) of the total commitments under the SPV Asset Facility III, ORCC Financing III will also pay 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 contains 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 is 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 will not be 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. On November 22, 2019 (the “SPV Asset Facility IV Amendment Date”), the parties to the SPV Asset Facility IV amended the SPV Asset Facility IV to increase the maximum principal amount of the SPV Asset Facility IV to $450 million in periodic increments through March 22, 2020.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

From time to time, the Company expects to sell and contribute certain investments to ORCC Financing IV pursuant to a Sale and Contribution Agreement by and between the Company and ORCC Financing IV. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility IV will be used to finance the origination and acquisition of eligible assets by ORCC Financing IV, including the purchase of such assets from the Company. We retain a residual interest in assets contributed to or acquired by ORCC Financing IV through our ownership of ORCC Financing IV. The maximum principal amount of the Credit Facility is $450 million, subject to a ramp period; the availability of this amount is subject to an overcollateralization ratio test, which is 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 for a period of up to two years after the Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility IV (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility IV will mature on August 2, 2029 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by ORCC Financing IV 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 Stated Maturity, ORCC Financing IV 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.

Amounts drawn bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus a spread ranging from 2.15% to 2.50%. The Company predominantly borrows utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. From the Closing Date to the Commitment Termination Date, there is a commitment fee ranging from 0.50% to 1.00% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility IV. The SPV Asset Facility IV contains 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 is 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 Lenders will not be 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.

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 Closing Date (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 three-month LIBOR 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 three-month LIBOR 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 three-month LIBOR 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

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

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.

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. 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 may 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.

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 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

On December 12, 2019 (the “CLO II Closing Date”), the Company completed a $396.6 million term debt securitization transaction (the “CLO II 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 II Transaction 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 CLO II 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 II Closing Date (the “CLO II Indenture”), by and among the CLO II Issuers and State Street Bank and Trust Company: (i) $157 million of AAA(sf) Class A-1L Notes, which bear interest at three-month LIBOR plus 1.75%, (ii) $40 million of AAA(sf) Class A-1F Notes, which bear interest at a fixed rate of 3.44%, (iii) $20 million of AAA(sf) Class A-2 Notes, which bear interest at three-month LIBOR plus 2.20%, (iv) $40 million of AA(sf) Class B-L Notes, which bear interest at three-month LIBOR plus 2.75% and (v) $3 million of AA(sf) Class B-F Notes, which bear interest at a fixed rate of 4.46% (together, the “CLO II Debt”). The CLO II Debt is scheduled to mature on January 20, 2031. The CLO II Debt was privately placed by Deutsche Bank Securities Inc. Upon the occurrence of certain triggering events relating to the end of LIBOR, a different benchmark rate will replace LIBOR as the reference rate for interest accruing on the CLO II Debt.

Concurrently with the issuance of the CLO II Debt, the CLO II Issuer issued approximately $136.6 million of subordinated securities in the form of 136,600 preferred shares at an issue price of U.S.$1,000 per share (the “CLO II Preferred Shares”). The CLO II 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 Debt. The Company owns all of the CLO II Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acts as retention holder in connection with the CLO II 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 II Preferred Shares.

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.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

ORCC Financing III LLC and the Company sold and contributed approximately $400 million par amount of middle market loans to the CLO II Issuer on the CLO II Closing Date. Such loans constituted the initial portfolio assets securing the CLO II Debt. The Company and ORCC Financing III LLC each made customary representations, warranties, and covenants to the CLO II Issuer regarding such sales and contributions under a loan sale agreement.

Through January 20, 2022, a portion of the proceeds received by the CLO II Issuer from the loans securing the CLO II Debt may be used by the CLO II Issuer to purchase additional middle market loans under the direction of the Adviser as the 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 Debt is the secured obligation of the CLO II Issuers, and the CLO II Indenture includes customary covenants and events of default. Assets pledged to holders of the CLO II Debt and the other secured parties under the CLO II Indenture will not be available to pay the debts of the Company.

The CLO II Debt was offered in reliance on Section 4(a)(2) of the Securities Act. The CLO II Debt has not been registered under the Securities Act or any state securities 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 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 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 (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 three-month LIBOR 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 three-month LIBOR plus 2.00%, and (iv) $34 million of AA(sf) Class B Notes, which bear interest at three-month LIBOR 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. Upon the occurrence of certain triggering events relating to the end of LIBOR, a different benchmark rate will replace LIBOR as the reference rate for interest accruing on the CLO III Debt.

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.

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. 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.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

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 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.

Unsecured Notes

2023 Notes

On December 21, 2017, the Company 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 have a fixed interest rate of 4.75% and are due on June 21, 2023. Interest on the 2023 Notes will be due semiannually. This interest rate is subject to increase (up to a maximum interest rate of 5.50%) in the event that, subject to certain exceptions, the 2023 Notes cease to have an investment grade rating. The Company is obligated to offer to repay the 2023 Notes at par if certain change in control events occur. The 2023 Notes are general unsecured obligations of the Company that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.

The Note Purchase Agreement for the 2023 Notes contains 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 the Company’s 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 the Company 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 the Company 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. The 2023 Notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act as applicable.

In connection with the offering of the 2023 Notes, on December 21, 2017 the Company entered into a centrally cleared interest rate swap to continue to align the interest rates of its liabilities with its investment portfolio, which consists predominately of floating rate loans. The notional amount of the interest rate swap is $150 million. The Company will receive fixed rate interest semi-annually at 4.75% and pay variable rate interest monthly based on 1-month LIBOR plus 2.545%. The interest rate swap matures on December 21, 2021. For the three months ended March 31, 2020, the Company made periodic payments of $1.6 million. For the three months ended March 31, 2019, the Company made periodic payments of $1.9 million. The interest expense related to the 2023 Notes is equally offset by the proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of March 31, 2020 and December 31, 2019, the interest rate swap had a fair value of $4.9 million and $1.7 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 2023 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.

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 we redeem 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.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

In connection with the issuance of the 2024 Notes, on April 10, 2019 the Company entered into centrally cleared interest rate swaps to continue to align interest rates of its liabilities with the investment portfolio, which consists of predominantly floating rate loans. 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 LIBOR plus 2.937%. The interest rate swaps mature on April 10, 2024. For the three months ended, March 31, 2020 and 2019, the Company made no periodic payments. 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 March 31, 2020 and December 31, 2019, the interest rate swap had a fair value of $30.4 million and $10.8 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.

Owl Rock 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. As of March 31, 2020 and December 31, 2019, the Company had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	Investment	March 31, 2020		December 31, 2019
($ in thousands)
11849573 Canada Inc. (dba Intelerad Medical Systems Incorporated)	First lien senior secured delayed draw term loan	$	2,262	$	—
11849573 Canada Inc. (dba Intelerad Medical Systems Incorporated)	First lien senior secured revolving loan		—		—
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan		3,893		3,893
Accela, Inc.	First lien senior secured revolving loan		3,000		—
Amspec Services Inc.	First lien senior secured revolving loan		289		9,038
Apptio, Inc.	First lien senior secured revolving loan		2,779		2,779
Aramsco, Inc.	First lien senior secured revolving loan		3,910		6,842
Associations, Inc.	First lien senior secured delayed draw term loan		16,737		17,949
Associations, Inc.	First lien senior secured revolving loan		—		11,543
BIG Buyer, LLC	First lien senior secured delayed draw term loan		11,250		11,250
BIG Buyer, LLC	First lien senior secured revolving loan		2,500		3,750
Caiman Merger Sub LLC (dba City Brewing)	First lien senior secured revolving loan		12,881		12,881
ConnectWise, LLC	First lien senior secured revolving loan		20,005		20,005
Covenant Surgical Partners, Inc.	First lien senior secured delayed draw term loan		—		2,800
Definitive Healthcare Holdings, LLC	First lien senior secured delayed draw term loan		43,478		43,478
Definitive Healthcare Holdings, LLC	First lien senior secured revolving loan		—		10,870
Douglas Products and Packaging Company LLC	First lien senior secured revolving loan		—		7,872
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan		41,018		51,638
Endries Acquisition, Inc.	First lien senior secured revolving loan		27,000		27,000
Entertainment Benefits Group, LLC	First lien senior secured revolving loan		1,640		9,600
Galls, LLC	First lien senior secured revolving loan		964		3,719
Galls, LLC	First lien senior secured delayed draw term loan		—		29,181
GC Agile Holdings Limited (dba Apex Fund Services)	First lien senior secured revolving loan		5,193		10,386
Genesis Acquisition Co. (dba Procare Software)	First lien senior secured delayed draw term loan		4,745		4,745
Genesis Acquisition Co. (dba Procare Software)	First lien senior secured revolving loan		—		1,714
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan		8,086		21,563
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured delayed draw term loan		32,400		32,400
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured revolving loan		2,916		7,938
Hometown Food Company	First lien senior secured revolving loan		565		4,235

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	Investment	March 31, 2020		December 31, 2019
Ideal Tridon Holdings, Inc.	First lien senior secured revolving loan		1,882		5,400
Ideal Tridon Holdings, Inc.	First lien senior secured delayed draw term loan		381		381
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		26,597		42,500
Individual Foodservice Holdings, LLC	First lien senior secured revolving loan		14,280		24,225
Instructure, Inc.	First lien senior secured revolving loan		5,554		—
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan		—		16,587
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan		—		32,573
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan		—		14,832
Interoperability Bidco, Inc.	First lien senior secured delayed draw term loan		8,000		8,000
Interoperability Bidco, Inc.	First lien senior secured revolving loan		—		4,000
IQN Holding Corp. (dba Beeline)	First lien senior secured revolving loan		15,532		15,532
KWOR Acquisition, Inc. (dba Worley Claims Services)	First lien senior secured delayed draw term loan		2,063		2,428
KWOR Acquisition, Inc. (dba Worley Claims Services)	First lien senior secured revolving loan		4,160		5,200
Lazer Spot G B Holdings, Inc.	First lien senior secured delayed draw term loan		3,757		13,417
Lazer Spot G B Holdings, Inc.	First lien senior secured revolving loan		1,422		24,687
Lightning Midco, LLC (dba Vector Solutions)	First lien senior secured delayed draw term loan		1,764		1,764
Lightning Midco, LLC (dba Vector Solutions)	First lien senior secured revolving loan		935		5,318
Litera Bidco LLC	First lien senior secured revolving loan		—		5,738
Lytx, Inc.	First lien senior secured revolving loan		—		2,033
Lytx, Inc.	First lien senior secured delayed draw term loan		18,788		—
Manna Development Group, LLC	First lien senior secured revolving loan		954		3,469
Mavis Tire Express Services Corp.	Second lien senior secured delayed draw term loan		11,375		34,831
MINDBODY, Inc.	First lien senior secured revolving loan		—		6,071
Nelipak Holding Company	First lien senior secured revolving loan		—		4,690
Nelipak Holding Company	First lien senior secured revolving loan		4,313		6,970
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan		—		646
Norvax, LLC (dba GoHealth)	First lien senior secured revolving loan		12,273		12,273
Offen, Inc.	First lien senior secured delayed draw term loan		5,310		5,310
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured delayed draw term loan		40,755		—
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured delayed draw term loan		21,450		—
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured revolving loan		10,725		—
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan		3,188		3,188
Professional Plumbing Group, Inc.	First lien senior secured revolving loan		1,329		5,757
Reef Global, Inc. (fka Cheese Acquisition, LLC)	First lien senior secured revolving loan		5,377		16,364

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Portfolio Company	Investment	March 31, 2020		December 31, 2019
RSC Acquisition, Inc (dba Risk Strategies)	First lien senior secured delayed draw term loan		9,260		10,894
RSC Acquisition, Inc (dba Risk Strategies)	First lien senior secured revolving loan		1,702		1,702
RxSense Holdings, LLC	First lien senior secured revolving loan		—		4,047
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)	First lien senior secured delayed draw term loan		924		924
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)	First lien senior secured revolving loan		5,880		3,480
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan		7,685		7,685
THG Acquisition, LLC (dba Hilb)	First lien senior secured delayed draw term loan		13,894		16,841
THG Acquisition, LLC (dba Hilb)	First lien senior secured revolving loan		1,796		5,614
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)	First lien senior secured revolving loan		3,832		6,387
Troon Golf, L.L.C.	First lien senior secured revolving loan		3,655		14,426
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)	First lien senior secured revolving loan		3,010		3,010
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan		3,176		4,066
Valence Surface Technologies LLC	First lien senior secured delayed draw term loan		6,000		30,000
Valence Surface Technologies LLC	First lien senior secured revolving loan		49		10,000
Wingspire Capital Holdings LLC	LLC Interest		51,086		48,552
WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured revolving loan		91		13,920
WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured delayed draw term loan		—		16,943
Zenith Energy U.S. Logistics Holdings, LLC	First lien senior secured delayed draw term loan		10,000		—
Total Unfunded Portfolio Company Commitments		$	591,715	$	891,744

The Company maintains sufficient borrowing capacity to cover outstanding unfunded portfolio company commitments that the Company may be required to fund.

Other Commitments and Contingencies

The Company had raised $5.5 billion in total Capital Commitments from investors, of which $112.4 million is from executives of Owl Rock. As of June 17, 2019, all outstanding Capital Commitments had been drawn.

In connection with the IPO, on July 22, 2019, the Company entered into the Company 10b5-1 Plan, to acquire up to $150 million in the aggregate of the Company’s common stock at prices below its net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Company 10b5-1 Plan commenced on August 19, 2019. As of March 31, 2020, Goldman, Sachs & Co., as agent, has repurchased 4,096,546 shares of the Company’s common stock pursuant to the Company 10b5-1 Plan for approximately $48.0 million. As of April 30, 2020, the approximate dollar value of the Company’s common stock remaining to be purchased under the Company Plan is $27.8 million.

From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At March 31, 2020, management was not aware of any pending or threatened litigation.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 8. Net Assets

IPO, Subscriptions and Drawdowns

The Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.

On July 7, 2019, the Board of Directors determined to eliminate outstanding fractional shares of the Company’s common stock, as permitted by Maryland General Corporation Law. On July 8, 2019, the Company eliminated the fractional shares by rounding down the number of fractional shares held by each shareholder to the nearest whole share and paying each shareholder cash for such fractional shares based on a price of $15.27 per share.

On March 1, 2016, the Company issued 100 common shares for $1,500 to the Adviser.

Prior to March 2, 2018, the Company entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of the Company’s common shares. Under the terms of the Subscription Agreements, investors were required to fund drawdowns to purchase the Company’s common shares up to the amount of their respective Capital Commitment on an as-needed basis each time the Company delivered a drawdown notice to its investors. As of June 17, 2019, all outstanding Capital Commitments had been drawn.

During the three months ended March 31, 2019, the Company delivered the following capital call notices to investors:

Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price ($ in millions)
March 8, 2019	March 21, 2019		19,267,823	$	300.0
January 30, 2019	February 12, 2019		29,220,780		450.0
Total			48,488,603		750.0

Distributions

The following table reflects the distributions declared on shares of the Company’s common stock during the three months ended March 31, 2020:

	March 31, 2020
Date Declared	Record Date	Payment Date	Distribution per Share
February 19, 2020	March 31, 2020	May 15, 2020	$	0.31
May 28, 2019 (special dividend)	March 31, 2020	May 15, 2020	$	0.08

On May 5, 2020, the Board declared, in addition to the special dividend of $0.08 per share previously declared on May 28, 2019 for shareholders of record on June 30, 2020 payable on or before August 14, 2020, a distribution of $0.31 per share, for shareholders of record on June 30, 2020 payable on or before August 14, 2020.

On May 28, 2019, the Board also declared the following special distributions:

Record Date

Distribution Date (on or before)

Special Distribution

Amount (per share)

September 30, 2020

November 13, 2020

0.08

December 31, 2020

January 19, 2021

0.08

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following table reflects the distributions declared on shares of the Company’s common stock during the three months ended March 31, 2019:

	March 31, 2019
Date Declared	Record Date	Payment Date	Distribution per Share
February 27, 2019	March 31, 2019	May 14, 2019	$	0.33

Dividend Reinvestment

With respect to distributions, the Company has adopted an “opt out” dividend reinvestment plan for common shareholders. As a result, in the event of a declared distribution, each shareholder that has not “opted out” of the dividend reinvestment plan will have their dividends or distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2020:

Date Declared		Record Date		Payment Date		Shares
October 30, 2019		December 31, 2019		January 31, 2020			2,823,048

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2019:

Date Declared		Record Date		Payment Date		Shares
November 6, 2018		December 31, 2018		January 31, 2019			2,613,223

Stock Repurchase Plan (the “Company 10b5-1 Plan”)

On July 7, 2019, the Board approved the Company 10b5-1 Plan, to acquire up to $150 million in the aggregate of the Company’s common stock at prices below net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Company put the Company 10b5-1 Plan in place because it believes that, in the current market conditions, if the Company’s common stock is trading below then-current net asset value per share, it is in the best interest of the Company’s shareholders for the Company to reinvest in its portfolio.

The Company 10b5-1 Plan is intended to allow the Company to repurchase common stock at times when it otherwise might be prevented from doing so under insider trading laws. The Company 10b5-1 Plan requires Goldman Sachs & Co. LLC, as agent, to repurchase shares of common stock on the Company’s behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by us to any previously announced net asset value per share). Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of the Company’s common stock declines, subject to volume restrictions. The timing and amount of any stock repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of the Company’s common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased.

The purchase of shares pursuant to the Company 10b5-1 Plan is intended to satisfy the conditions of Rule 10b5-1 and Rule 10b-18 under the Exchange Act, and will otherwise be subject to applicable law, including Regulation M, which may prohibit purchases under certain circumstances.

The Company 10b5-1 Plan commenced on August 19, 2019 and will terminate upon the earliest to occur of (i) 18-months (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $150 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

The following table provides information regarding purchases of the Company’s common stock by Goldman, Sachs & Co., as agent, pursuant to the 10b5-1 plan for each month in the three month period ended March 31, 2020:

Period ($ in millions, except share and per share amounts)	Total Number of Shares Repurchased		Average Price Paid per Share		Approximate Dollar Value of Shares that have been Purchased Under the Plans		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
January 1, 2020 - January 31, 2020		-	$	-	$	-	$	150.0
February 1, 2020 - February 29, 2020		87,328	$	15.17	$	1.4	$	148.6
March 1, 2020 - March 31, 2020		4,009,218	$	12.46	$	46.6	$	102.0
Total		4,096,546			$	48.0

As of April 30, 2020, Goldman, Sachs & Co., as agent, repurchased an additional 6,235,497 shares of the Company’s common stock pursuant to the Company 10b5-1 Plan for approximately $74.3 million.

Note 9. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per common share for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
($ in thousands, except per share amounts)	2020			2019
Increase (decrease) in net assets resulting from operations	$	(312,590	)	$	114,487
Weighted average shares of common stock outstanding—basic and diluted		393,441,711			235,886,358
Earnings per common share-basic and diluted	$	(0.79	)	$	0.49

Note 10. Income Taxes

The Company has elected to be treated as a RIC under Subchapter M of the Code, and intends to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, the Company must, among other things, distribute to its shareholders in each taxable year generally at least 90% of the Company’s investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain tax treatment as a RIC, the Company, among other things, intends to make the requisite distributions to its shareholders, which generally relieves the Company from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, the Company can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that the Company determines that its estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, the Company will accrue excise tax on estimated excess taxable income.

For the three months ended March 31, 2020 and 2019, the Company recorded expenses of $2.0 million and $1.7 million for U.S. federal excise tax, respectively.

Owl Rock Capital Corporation

Notes to Consolidated Financial Statements (Unaudited) - Continued

Note 11. Financial Highlights

The following are the financial highlights for a common share outstanding during the three months ended March 31, 2020 and 2019:

	For the Three Months Ended March 31,
($ in thousands, except share and per share amounts)	2020				2019
Per share data:
Net asset value, beginning of period	$	15.24			$	15.10
Net investment income⁽¹⁾		0.37				0.41
Net realized and unrealized gain (loss)		(1.17	)			0.08
Total from operations		(0.80	)			0.49
Repurchase of common stock		0.04				—
Distributions declared from earnings⁽²⁾		(0.39	)			(0.33	)
Total increase in net assets		(1.15	)			0.16
Net asset value, end of period	$	14.09			$	15.26
Shares outstanding, end of period		390,856,121				267,306,663
Per share market value at end of period	$	11.54			N/A
Total Return, based on market value⁽³⁾		(33.8	)	%	N/A			%
Total Return, based on net asset value⁽⁴⁾		(5.2	)	%		3.3		%
Ratios / Supplemental Data⁽⁵⁾
Ratio of total expenses to average net assets⁽⁶⁾		4.7		%		6.0		%
Ratio of net investment income to average net assets		9.6		%		10.5		%
Net assets, end of period	$	5,507,262			$	4,080,314
Weighted-average shares outstanding		393,441,711				235,886,358
Total capital commitments, end of period	N/A				$	5,471,160
Ratio of total contributed capital to total committed capital, end of period	N/A				71.1			%
Portfolio turnover rate		4.7		%		1.0		%

________________

(1)

The per share data was derived using the weighted average shares outstanding during the period.

(2)

The per share data was derived using actual shares outstanding at the date of the relevant transaction.

(3)

Total return based on market value is calculated as the change in market value per share during the respective periods, taking into account dividends and distributions, if any, reinvested in accordance with the Company’s dividend reinvestment plan.

(4)

Total return is calculated as the change in net asset value (“NAV”) per share during the period, plus distributions per share (assuming dividends and distributions, if any, are reinvested in accordance with the Company’s dividend reinvestment plan), if any, divided by the beginning NAV per share.

(5)

Does not include expenses of investment companies in which the Company invests.

(6)

Prior to the management and incentive fee waivers, the annualized total expenses to average net assets for the three months ended March 31, 2020 was 7.0%. There were no management or incentive fee waivers for the three months ended March 31, 2019 as this was prior to Listing Date.

Note 12. Subsequent Events

The Company’s management evaluated subsequent events through the date of issuance of these consolidated financial statements. Other than those previously disclosed, there have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, these consolidated financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with “ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS”. This discussion contains forward-looking statements, which relate to future events or the future performance or financial condition of Owl Rock Capital Corporation and involves numerous risks and uncertainties, including, but not limited to, those described in our Form 10-K for the fiscal year December 31, 2019 and in “ITEM 1A. RISK FACTORS.” This discussion also should be read in conjunction with the “Cautionary Statement Regarding Forward Looking Statements” set forth on page 1 of this Quarterly Report on Form 10-Q. Actual results could differ materially from those implied or expressed in any forward-looking statements.

Overview

Owl Rock Capital Corporation (the “Company”, “we”, “us” or “our”) is a Maryland corporation formed on October 15, 2015. We were formed primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. We invest 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. Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns.

We are managed by Owl Rock Capital Advisors LLC (“the Adviser” or “our Adviser”). The Adviser is registered with the SEC as an investment adviser under the Investment Advisers Act of 1940. Subject to the overall supervision of our board of directors (“the Board” or “our Board”), the Adviser manages our day-to-day operations, and provides investment advisory and management services to us. The Adviser or its affiliates may engage in certain origination activities and receive attendant arrangement, structuring or similar fees. The Adviser is responsible for managing our business and activities, including sourcing investment opportunities, conducting research, performing diligence on potential investments, structuring our investments, and monitoring our portfolio companies on an ongoing basis through a team of investment professionals. The Board consists of seven directors, four of whom are independent.

On July 22, 2019, we closed our initial public offering ("IPO"), issuing 10 million shares of our common stock at a public offering price of $15.30 per share, and on August 2, 2019, the underwriters exercised their option to purchase an additional 1.5 million shares of common stock at a purchase price of $15.30 per share. Net of underwriting fees and offering costs, we received total cash proceeds of $164.0 million. Our common stock began trading on the New York Stock Exchange (“NYSE”) under the symbol “ORCC” on July 18, 2019. In connection with the IPO, on July 22, 2019, we entered into a stock repurchase plan (the “Company 10b5-1 Plan”), to acquire up to $150 million in the aggregate of our common stock at prices below its net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. As of March 31, 2020, we have acquired 4,096,546 shares for approximately $48.0 million, pursuant to the Company 10b5-1 Plan. The Company 10b5-1 Plan commenced on August 19, 2019.

The Adviser also serves as investment adviser to Owl Rock Capital Corporation II. Owl Rock Capital Corporation II is a corporation formed under the laws of the State of Maryland that, like us, has elected to be treated as a business development company (“BDC”) under the 1940 Act. Owl Rock Capital Corporation II’s investment objective is similar to ours, which is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. As of March 31, 2020, Owl Rock Capital Corporation II had raised gross proceeds of approximately $1.1 billion, including seed capital contributed by the Adviser in September 2016 and approximately $10.0 million in gross proceeds raised from certain individuals and entities affiliated with the Adviser.

The Adviser is under common control with Owl Rock Technology Advisors LLC (“ORTA”) and Owl Rock Capital Private Fund Advisors LLC (“ORPFA”), which also are investment advisers and subsidiaries of Owl Rock Capital Partners. The Adviser, ORTA and ORPFA are referred to as the “Owl Rock Advisers” and together with Owl Rock Capital Partners are referred to, collectively, as “Owl Rock.”

We may be prohibited under the 1940 Act from participating in certain transactions with our affiliates without the prior approval of our directors who are not interested persons and, in some cases, the prior approval of the SEC. We, our Adviser and certain affiliates have been granted exemptive relief by the SEC to permit us to co-invest with other funds managed by our Adviser or certain of its affiliates, including Owl Rock Capital Corporation II and Owl Rock Technology Finance Corp., in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such exemptive relief, we generally are permitted to co-invest with certain of our affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of our independent directors make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transactions, including the consideration to be paid, are reasonable and fair to us and our shareholders and do not involve overreaching by us or our shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of our shareholders and is consistent with our investment objective and strategies, and (3) the investment by our affiliates would not disadvantage us, and our participation would not be on a basis different from or less advantageous than that

on which our affiliates are investing. In addition, pursuant to an exemptive order issued by the SEC on April 8, 2020 and applicable to all BDCs, through December 31, 2020, we may, subject to the satisfaction of certain conditions, co-invest in our existing portfolio companies with certain other funds managed by the Adviser or its affiliates and covered by our exemptive relief, even if such other funds have not previously invested in such existing portfolio company. Without this order, affiliated funds would not be able to participate in such co-investments with us unless the affiliated funds had previously acquired securities of the portfolio company in a co-investment transaction with us. Owl Rock Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between us and other funds managed by our Adviser or its affiliates. As a result of the exemptive relief, there could be significant overlap in our investment portfolio and the investment portfolio of other funds established by the Adviser or its affiliates that could avail themselves of the exemptive relief.

On April 27, 2016, we 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. For time to time we may form wholly-owned subsidiaries to facilitate our normal course of business.

We have elected to be regulated as a BDC under the 1940 Act and as a regulated investment company (“RIC”) for tax purposes under the Internal Revenue Code of 1986, as amended (the “Code”). As a result, we are required to comply with various statutory and regulatory requirements, such as:

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the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;

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source of income limitations;

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asset diversification requirements; and

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the requirement to distribute (or be treated as distributing) in each taxable year at least 90% of our investment company taxable income and tax-exempt interest for that taxable year.

COVID-19 Developments

In March 2020, the outbreak of COVID-19 was recognized as a pandemic by the World Health Organization. Shortly thereafter, the President of the United States declared a National Emergency throughout the United States attributable to such outbreak. The outbreak has become increasingly widespread in the United States, including in the markets in which the Company operates.

We have and continue to assess the impact of COVID-19 on our portfolio companies. We cannot predict the full impact of the COVID-19 pandemic, including its duration in the United States and worldwide and the magnitude of the economic impact of the outbreak, including with respect to the travel restrictions, business closures and other quarantine measures imposed on service providers and other individuals by various local, state, and federal governmental authorities, as well as non-U.S. governmental authorities. As such, we are unable to predict the duration of any business and supply-chain disruptions, the extent to which COVID-19 will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition. Though the magnitude of the impact remains to be seen, we expect our portfolio companies and, by extension, our operating results to be adversely impacted by COVID-19 and depending on the duration and extent of the disruption to the operations of our portfolio companies, we expect that certain portfolio companies will experience financial distress and possibly default on their financial obligations to us and their other capital providers. We also expect that some of our portfolio companies may significantly curtail business operations, furlough or lay off employees and terminate service providers, and defer capital expenditures if subjected to prolonged and severe financial distress, which could impair their business on a permanent basis. We continue to closely monitor our portfolio companies, which includes assessing each portfolio company’s operational and liquidity exposure and outlook; however, any of these developments would likely result in a decrease in the value of our investment in any such portfolio company. In addition, to the extent that the impact to our portfolio companies results in reduced interest payments or permanent impairments on our investments, we could see a decrease in our net investment income which would increase the percentage of our cash flows dedicated to our debt obligations and could require us to reduce the future amount of distributions to our shareholders.

During the three months ended March 31, 2020, we experienced both a decrease in originations, which reflects the lower levels of private equity deal activity in that time period, and an increase in repayments. For the three months ending June 30, 2020, we expect the performance of our portfolio companies to continue to be impacted by COVID-19 and the related economic slowdown, and therefore, while we have highlighted our liquidity and available capital, we are focused on preserving that capital for our existing portfolio companies in order to protect the value of our investments.

Our Investment Framework

We are a Maryland corporation organized primarily to originate and make loans to, and make debt and equity investments in, U.S. middle market companies. Our investment objective is to generate current income, and to a lesser extent, capital appreciation by targeting investment opportunities with favorable risk-adjusted returns. Since our Adviser and its affiliates began investment activities in April 2016 through March 31, 2020, our Adviser and its affiliates have originated $21.0 billion aggregate principal amount of investments, of which $19.4 billion of aggregate principal amount of investments prior to any subsequent exits or repayments, was

retained by either us or a corporation or fund advised by our Adviser or its affiliates. We seek to generate current income primarily in U.S. middle market companies through direct originations of senior secured loans or originations of unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, investments in equity and equity-related securities including warrants, preferred stock and similar forms of senior equity.

We define “middle market companies” generally to mean companies with earnings before interest expense, income tax expense, depreciation and amortization, or “EBITDA,” between $10 million and $250 million annually and/or annual revenue of $50 million to $2.5 billion at the time of investment, although we may on occasion invest in smaller or larger companies if an opportunity presents itself.

We expect that generally our portfolio composition will be majority debt or income producing securities, which may include “covenant-lite” loans (as defined below), with a lesser allocation to equity or equity-linked opportunities. In addition, we may invest a portion of our portfolio in opportunistic investments, which will not be our primary focus, but will be intended to enhance returns to our Shareholders. These investments may include high-yield bonds and broadly-syndicated loans. In addition, we generally do not intend to invest more than 20% of our total assets in companies whose principal place of business is outside the United States, although we do not generally intend to invest in companies whose principal place of business is in an emerging market. Our portfolio composition may fluctuate from time to time based on market conditions and interest rates.

Covenants are contractual restrictions that lenders place on companies to limit the corporate actions a company may pursue. Generally, the loans in which we expect to invest will have financial maintenance covenants, which are used to proactively address materially adverse changes in a portfolio company’s financial performance. However, to a lesser extent, we may invest in “covenant-lite” loans. We use the term “covenant-lite” to refer generally to loans that do not have a complete set of financial maintenance covenants. Generally, “covenant-lite” loans provide borrower companies more freedom to negatively impact lenders because their covenants are incurrence-based, which means they are only tested and can only be breached following an affirmative action of the borrower, rather than by a deterioration in the borrower’s financial condition. Accordingly, to the extent we invest in “covenant-lite” loans, we may have fewer rights against a borrower and may have a greater risk of loss on such investments as compared to investments in or exposure to loans with financial maintenance covenants.

As of March 31, 2020, our average debt investment size in each of our portfolio companies was approximately $89.1 million based on fair value. As of March 31, 2020, our portfolio companies, excluding the investment in Sebago Lake and certain investments that fall outside of our typical borrower profile and represent 95.9% of our total portfolio based on fair value, had weighted average annual revenue of $416 million and weighted average annual EBITDA of $83 million.

The companies in which we invest use our capital to support their growth, acquisitions, market or product expansion, refinancings and/or recapitalizations. The debt in which we invest typically is not rated by any rating agency, but if these instruments were rated, they would likely receive a rating of below investment grade (that is, below BBB- or Baa3), which is often referred to as “high yield” or “junk”.

Key Components of Our Results of Operations

Investments

We focus primarily on the direct origination of loans to middle market companies domiciled in the United States.

Our level of investment activity (both the number of investments and the size of each investment) can and will vary substantially from period to period depending on many factors, including the amount of debt and equity capital available to middle market companies, the level of merger and acquisition activity for such companies, the general economic environment and the competitive environment for the types of investments we make.

In addition, as part of our risk strategy on investments, we may reduce the levels of certain investments through partial sales or syndication to additional lenders.

Revenues

We generate revenues primarily in the form of interest income from the investments we hold. In addition, we may generate income from dividends on either direct equity investments or equity interests obtained in connection with originating loans, such as options, warrants or conversion rights. Our debt investments typically have a term of three to ten years. As of March 31, 2020, 100.0% of our debt investments based on fair value bear interest at a floating rate, subject to interest rate floors, in certain cases. Interest on our debt investments is generally payable either monthly or quarterly.

Our investment portfolio consists primarily of floating rate loans, and our credit facilities bear interest at floating rates. Macro trends in base interest rates like London Interbank Offered Rate (“LIBOR”) may affect our net investment income over the long term. However, because we generally originate loans to a small number of portfolio companies each quarter, and those investments vary in size, our results in any given period, including the interest rate on investments that were sold or repaid in a period compared to the

interest rate of new investments made during that period, often are idiosyncratic, and reflect the characteristics of the particular portfolio companies that we invested in or exited during the period and not necessarily any trends in our business or macro trends.

Loan origination fees, original issue discount and market discount or premium are capitalized, and we accrete or amortize such amounts under U.S. GAAP as interest income using the effective yield method for term instruments and the straight-line method for revolving or delayed draw instruments. Repayments of our debt investments can reduce interest income from period to period. The frequency or volume of these repayments may fluctuate significantly. We record prepayment premiums on loans as interest income. We may also generate revenue in the form of commitment, loan origination, structuring, or due diligence fees, fees for providing managerial assistance to our portfolio companies and possibly consulting fees.

Dividend income on equity investments is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded companies.

Our portfolio activity also reflects the proceeds from sales of investments. We recognize realized gains or losses on investments based on the difference between the net proceeds from the disposition and the amortized cost basis of the investment without regard to unrealized gains or losses previously recognized. We record current period changes in fair value of investments that are measured at fair value as a component of the net change in unrealized gains (losses) on investments in the consolidated statement of operations.

Expenses

Our primary operating expenses include the payment of the management fee and, when the incentive fee waiver expires, the incentive fee, and expenses reimbursable under the Administration Agreement and Investment Advisory Agreement. The management fee and incentive fee compensate our Adviser for work in identifying, evaluating, negotiating, closing, monitoring and realizing our investments.

Except as specifically provided below, all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services to us, the base compensation, bonus and benefits, and the routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser. We bear our allocable portion of the compensation paid by the Adviser (or its affiliates) to our Chief Compliance Officer and Chief Financial Officer and their respective staffs (based on a percentage of time such individuals devote, on an estimated basis, to our business affairs). We bear all other costs and expenses of our operations, administration and transactions, including, but not limited to (i) investment advisory fees, including management fees and incentive fees, to the Adviser, pursuant to the Investment Advisory Agreement; (ii) our allocable portion of overhead and other expenses incurred by the Adviser in performing its administrative obligations under the Administration Agreement; and (iii) all other costs and expenses of its operations and transactions including, without limitation, those relating to:

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the cost of our organization and offerings;

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the cost of calculating our net asset value, including the cost of any third-party valuation services;

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the cost of effecting any sales and repurchases of our common stock and other securities;

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fees and expenses payable under any dealer manager agreements, if any;

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debt service and other costs of borrowings or other financing arrangements;

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costs of hedging;

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expenses, including travel expense, incurred by the Adviser, or members of the investment team, or payable to third parties, performing due diligence on prospective portfolio companies and, if necessary, enforcing our rights;

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transfer agent and custodial fees;

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fees and expenses associated with marketing efforts;

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federal and state registration fees, any stock exchange listing fees and fees payable to rating agencies;

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federal, state and local taxes;

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independent directors’ fees and expenses including certain travel expenses;

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costs of preparing financial statements and maintaining books and records and filing reports or other documents with the SEC (or other regulatory bodies) and other reporting and compliance costs, including registration and listing fees, and the compensation of professionals responsible for the preparation of the foregoing;

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the costs of any reports, proxy statements or other notices to our shareholders (including printing and mailing costs), the costs of any shareholder or director meetings and the compensation of investor relations personnel responsible for the preparation of the foregoing and related matters;

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commissions and other compensation payable to brokers or dealers;

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research and market data;

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fidelity bond, directors’ and officers’ errors and omissions liability insurance and other insurance premiums;

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direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;

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fees and expenses associated with independent audits, outside legal and consulting costs;

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costs of winding up;

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costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;

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extraordinary expenses (such as litigation or indemnification); and

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costs associated with reporting and compliance obligations under the 1940 Act and applicable federal and state securities laws.

We expect, but cannot assure, that our general and administrative expenses will increase in dollar terms during periods of asset growth, but will decline as a percentage of total assets during such periods.

Leverage

The amount of leverage we use in any period depends on a variety of factors, including cash available for investing, the cost of financing and general economic and market conditions. Generally, our total borrowings are limited so that we cannot incur additional borrowings, including through the issuance of additional debt securities, if such additional indebtedness would cause our asset coverage ratio to fall below 200%, as defined in the 1940 Act; however, recent legislation has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. This means that generally, we can borrow up to $1 for every $1 of investor equity (or, if certain conditions are met, we can borrow up to $2 for every $1 of investor equity). The reduced asset coverage requirement would permit a BDC to double the amount of leverage it could incur. We are permitted to increase our leverage capacity if shareholders representing at least a majority of the votes cast, when quorum is met, approve a proposal to do so. If we receive such shareholder approval, we would be permitted to increase our leverage capacity on the first day after such approval. Alternatively, we may increase the maximum amount of leverage we may incur to an asset coverage ratio of 150% if the required majority (as defined in Section 57(o) of the 1940 Act) of the independent members of our Board approves such increase with such approval becoming effective after one year. In addition, before incurring any such additional leverage, we would have to renegotiate or receive a waiver from the contractual leverage limitations under our Revolving Credit Facility. In any period, our interest expense will depend largely on the extent of our borrowing, and we expect interest expense will increase as we increase our debt outstanding. In addition, we may dedicate assets to financing facilities.

On March 31, 2020, our Board, including a “required majority” (as such term is defined in Section 57(o) of the Investment Company Act) of our Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the Investment Company Act, as amended by the Small Business Credit Availability Act. As a result, effective on March 31, 2021 (unless we receive earlier shareholder approval), our asset coverage requirement applicable to senior securities will be reduced from 200% to 150%. We are seeking shareholder approval for the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act, at our shareholder meeting to be held on June 8, 2020. Once the application of the modified asset coverage ratio is effective and provided we have amended our Revolving Credit Facility to allow for the reduced asset coverage, we plan to target a debt-to-equity range of 0.90x to 1.25x.

Market Trends

We believe the middle-market lending environment provides opportunities for us to meet our goal of making investments that generate attractive risk-adjusted returns based on a combination of the following factors, which continue to remain true in the current environment, with the economic shutdown resulting from the COVID-19 national health emergency.

Limited Availability of Capital for Middle-Market Companies. We believe that regulatory and structural changes in the market have reduced the amount of capital available to U.S. middle-market companies. In particular, we believe there are currently fewer providers of capital to middle market companies. We believe that many commercial and investment banks have, in recent years, de-emphasized their service and product offerings to middle-market businesses in favor of lending to large corporate clients and managing capital markets transactions. In addition, these lenders may be constrained in their ability to underwrite and hold bank loans and high yield securities for middle-market issuers as they seek to meet existing and future regulatory capital requirements. We also believe that there is a lack of market participants that are willing to hold meaningful amounts of certain middle-market loans. As a result, we believe our ability to minimize syndication risk for a company seeking financing by being able to hold its loans without having to syndicate them, coupled with reduced capacity of traditional lenders to serve the middle-market, present an attractive opportunity to invest in middle-market companies.

Capital Markets Have Been Unable to Fill the Void in U.S. Middle Market Finance Left by Banks. While underwritten bond and syndicated loan markets have been robust in recent years, middle market companies are less able to access these markets for reasons including the following:

High Yield Market – Middle market companies generally are not issuing debt in an amount large enough to be an attractively sized bond. High yield bonds are generally purchased by institutional investors who, among other things, are focused on the liquidity characteristics of the bond being issued. For example, mutual funds and exchange traded funds (“ETFs”) are significant buyers of underwritten bonds. However, mutual funds and ETFs generally require the ability to liquidate their investments quickly in order to fund investor redemptions and/or comply with regulatory requirements. Accordingly, the existence of an active secondary market for bonds is an important consideration in these entities’ initial investment decision. Because there is typically little or no active secondary market for the debt of U.S. middle market companies, mutual funds and ETFs generally do not provide debt capital to U.S. middle market companies. We believe this is likely to be a persistent problem and creates an advantage for those like us who have a more stable capital base and have the ability to invest in illiquid assets.

Syndicated Loan Market – While the syndicated loan market is modestly more accommodating to middle market issuers, as with bonds, loan issue size and liquidity are key drivers of institutional appetite and, correspondingly, underwriters’ willingness to underwrite the loans. Loans arranged through a bank are done either on a “best efforts” basis or are underwritten with terms plus provisions that permit the underwriters to change certain terms, including pricing, structure, yield and tenor, otherwise known as “flex”, to successfully syndicate the loan, in the event the terms initially marketed are insufficiently attractive to investors. Furthermore, banks are generally reluctant to underwrite middle market loans because the arrangement fees they may earn on the placement of the debt generally are not sufficient to meet the banks’ return hurdles. Loans provided by companies such as ours provide certainty to issuers in that we can commit to a given amount of debt on specific terms, at stated coupons and with agreed upon fees. As we are the ultimate holder of the loans, we do not require market “flex” or other arrangements that banks may require when acting on an agency basis.

Robust Demand for Debt Capital. We believe U.S. middle market companies will continue to require access to debt capital to refinance existing debt, support growth and finance acquisitions. In addition, we believe the large amount of uninvested capital held by funds of private equity firms, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $1.5 trillion as of June 2019, will continue to drive deal activity. We expect that private equity sponsors will continue to pursue acquisitions and leverage their equity investments with secured loans provided by companies such as us.

The Middle Market is a Large Addressable Market. According to GE Capital’s National Center for the Middle Market 4^th quarter 2019 Middle Market Indicator, there are approximately 200,000 U.S. middle market companies, which have approximately 47.9 million aggregate employees. Moreover, the U.S. middle market accounts for one-third of private sector gross domestic product (“GDP”). GE defines U.S. middle market companies as those between $10 million and $1 billion in annual revenue, which we believe has significant overlap with our definition of U.S. middle market companies.

Attractive Investment Dynamics. An imbalance between the supply of, and demand for, middle market debt capital creates attractive pricing dynamics. We believe the directly negotiated nature of middle market financings also generally provides more favorable terms to the lender, including stronger covenant and reporting packages, better call protection, and lender-protective change of control provisions. Additionally, we believe BDC managers’ expertise in credit selection and ability to manage through credit cycles has generally resulted in BDCs experiencing lower loss rates than U.S. commercial banks through credit cycles. Further, we believe that historical middle market default rates have been lower, and recovery rates have been higher, as compared to the larger market capitalization, broadly distributed market, leading to lower cumulative losses. Lastly, we believe that in the current environment, with the economic shutdown resulting from the COVID-19 national health emergency, lenders with available capital may be able to take advantage of attractive investment opportunities as the economy re-opens and may be able to achieve improved economic spreads and documentation terms.

Conservative Capital Structures. Following the credit crisis, which we define broadly as occurring between mid-2007 and mid-2009, lenders have generally required borrowers to maintain more equity as a percentage of their total capitalization, specifically to protect lenders during economic downturns. With more conservative capital structures, U.S. middle market companies have exhibited higher levels of cash flows available to service their debt. In addition, U.S. middle market companies often are characterized by simpler capital structures than larger borrowers, which facilitates a streamlined underwriting process and, when necessary, restructuring process.

Attractive Opportunities in Investments in Loans. We invest in senior secured or unsecured loans, subordinated loans or mezzanine loans and, to a lesser extent, equity and equity-related securities. We believe that opportunities in senior secured loans are significant because of the floating rate structure of most senior secured debt issuances and because of the strong defensive characteristics of these types of investments. Given the current low interest rate environment, we believe that debt issues with floating interest rates offer a superior return profile as compared with fixed-rate investments, since floating rate structures are generally less susceptible to declines in value experienced by fixed-rate securities in a rising interest rate environment. Senior secured debt also provides strong defensive characteristics. Senior secured debt has priority in payment among an issuer’s security holders whereby

holders are due to receive payment before junior creditors and equity holders. Further, these investments are secured by the issuer’s assets, which may provide protection in the event of a default.

Portfolio and Investment Activity

As of March 31, 2020, based on fair value, our portfolio consisted of 80.1% first lien senior secured debt investments (of which 40% we consider to be unitranche debt investments (including “last out” portions of such loans)), 17.6% second lien senior secured debt investments, 1.0% investment funds and vehicles, and 1.3% equity investments.

As of March 31, 2020, our weighted average total yield of the portfolio at fair value and amortized cost was 8.3% and 7.9%, respectively, and our weighted average yield of debt and income producing securities at fair value and amortized cost was 8.4% and 8.0%, respectively.

As of March 31, 2020, we had investments in 101 portfolio companies with an aggregate fair value of $8.9 billion.

Based on current market conditions, the pace of our investment activities may vary.

Our investment activity for the three months ended March 31, 2020 and 2019 is presented below (information presented herein is at par value unless otherwise indicated).

	For the Three Months Ended March 31,
($ in thousands)	2020			2019
New investment commitments
Gross originations	$	731,012			926,939
Less: Sell downs		-			(14,875	)
Total new investment commitments	$	731,012		$	912,064
Principal amount of investments funded:
First-lien senior secured debt investments	$	425,426		$	814,764
Second-lien senior secured debt investments		106,313			10,500
Unsecured debt investments		—			—
Equity investments		65,132			—
Investment funds and vehicles		18,950			2,500
Total principal amount of investments funded	$	615,821		$	827,764
Principal amount of investments sold or repaid:
First-lien senior secured debt investments	$	(383,063	)	$	(20,000	)
Second-lien senior secured debt investments		(34,800	)		—
Unsecured debt investments		—			—
Equity investments		—			—
Investment funds and vehicles		—			—
Total principal amount of investments sold or repaid	$	(417,863	)	$	(20,000	)
Number of new investment commitments in new portfolio companies⁽¹⁾	7			8
Average new investment commitment amount	$	75,334		$	109,447
Weighted average term for new investment commitments (in years)		6.0			6.2
Percentage of new debt investment commitments at floating rates		100.0	%		100.0	%
Percentage of new debt investment commitments at fixed rates		0.0	%		0.0	%
Weighted average interest rate of new investment commitments⁽²⁾		7.5	%		8.3	%
Weighted average spread over LIBOR of new floating rate investment commitments		6.1	%		5.7	%

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(1)

Number of new investment commitments represents commitments to a particular portfolio company.

(2)

Assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBOR, which was 1.45% and 2.60% as of March 31, 2020 and 2019, respectively.

As of March 31, 2020 and December 31, 2019, our investments consisted of the following:

	March 31, 2020					December 31, 2019
($ in thousands)	Amortized Cost			Fair Value		Amortized Cost			Fair Value
First-lien senior secured debt investments	$	7,513,714	⁽³⁾	$	7,153,016	$	7,136,866	⁽³⁾	$	7,113,356
Second-lien senior secured debt investments		1,684,131			1,575,920		1,590,439			1,584,917
Unsecured debt investments		—			—		—			—
Equity investments⁽¹⁾		125,266			117,281		12,663			12,875
Investment funds and vehicles⁽²⁾		107,838			92,128		88,888			88,077
Total Investments	$	9,430,949		$	8,938,345	$	8,828,856		$	8,799,225

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(1)

Includes investment in Wingspire.

(2)

Includes investment in Sebago Lake.

(3)

40% and 43% of which we consider unitranche loans as of March 31, 2020 and December 31, 2019, respectively.

The table below describes investments by industry composition based on fair value as of March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
Advertising and media		2.4	%		2.6	%
Aerospace and defense		3.3			3.3
Automotive		1.8			1.7
Buildings and real estate		5.9			6.6
Business services		4.9			5.4
Chemicals		2.5			2.6
Consumer products		2.9			2.7
Containers and packaging		1.9			2.1
Distribution		7.0			8.6
Education		4.2			3.5
Energy equipment and services		0.1			0.2
Financial services⁽¹⁾		2.0			1.6
Food and beverage		6.8			7.2
Healthcare providers and services		7.4			8.3
Healthcare technology		4.0			3.4
Household products		1.3			1.5
Infrastructure and environmental services		2.5			2.7
Insurance		7.9			5.7
Internet software and services		8.6			8.1
Investment funds and vehicles⁽²⁾		1.0			1.0
Leisure and entertainment		2.0			2.0
Manufacturing		3.4			2.9
Oil and gas		2.1			2.3
Professional services		8.1			8.1
Specialty retail		2.5			2.7
Telecommunications		0.5			0.5
Transportation		3.0			2.7
Total		100.0	%		100.0	%

________________

(1)

Includes investment in Wingspire.

(2)

Includes investment in Sebago Lake.

The table below describes investments by geographic composition based on fair value as of March 31, 2020 and December 31, 2019:

	March 31, 2020			December 31, 2019
United States:
Midwest		19.0	%		19.5	%
Northeast		16.9			18.7
South		44.3			42.8
West		15.0			15.3
Belgium		1.0			1.0
Canada		1.6			0.9
United Kingdom		2.2			1.8
Total		100.0	%		100.0	%

The weighted average yields and interest rates of our investments at fair value as of March 31, 2020 and December 31, 2019 were as follows:

	March 31, 2020			December 31, 2019
Weighted average total yield of portfolio		8.3	%		8.7	%
Weighted average total yield of debt and income producing securities		8.4	%		8.7	%
Weighted average interest rate of debt securities		7.6	%		8.1	%
Weighted average spread over LIBOR of all floating rate investments		6.3	%		6.3	%

The weighted average yield of our debt and income producing securities is not the same as a return on investment for our shareholders but, rather, relates to our investment portfolio and is calculated before the payment of all of our and our subsidiaries’ fees and expenses. The weighted average yield was computed using the effective interest rates as of each respective date, including accretion of original issue discount and loan origination fees, but excluding investments on non-accrual status, if any. There can be no assurance that the weighted average yield will remain at its current level.

Our Adviser monitors our portfolio companies on an ongoing basis. It monitors the financial trends of each portfolio company to determine if they are meeting their respective business plans and to assess the appropriate course of action with respect to each portfolio company. Our Adviser has several methods of evaluating and monitoring the performance and fair value of our investments, which may include the following:

•

assessment of success of the portfolio company in adhering to its business plan and compliance with covenants;

•

periodic and regular contact with portfolio company management and, if appropriate, the financial or strategic sponsor, to discuss financial position, requirements and accomplishments;

•

comparisons to other companies in the portfolio company’s industry; and

•

review of monthly or quarterly financial statements and financial projections for portfolio companies.

As part of the monitoring process, our Adviser employs an investment rating system to categorize our investments. In addition to various risk management and monitoring tools, our Adviser rates the credit risk of all investments on a scale of 1 to 5. This system is intended primarily to reflect the underlying risk of a portfolio investment relative to our initial cost basis in respect of such portfolio investment (i.e., at the time of origination or acquisition), although it may also take into account the performance of the portfolio company’s business, the collateral coverage of the investment and other relevant factors. The rating system is as follows:


Investment Rating		Description
1		Investments rated 1 involve the least amount of risk to our initial cost basis. The borrower is performing above expectations, and the trends and risk factors for this investment since origination or acquisition are generally favorable;
2		Investments rated 2 involve an acceptable level of risk that is similar to the risk at the time of origination or acquisition. The borrower is generally performing as expected and the risk factors are neutral to favorable. All investments or acquired investments in new portfolio companies are initially assessed a rating of 2;
3		Investments rated 3 involve a borrower performing below expectations and indicates that the loan’s risk has increased somewhat since origination or acquisition;
4		Investments rated 4 involve a borrower performing materially below expectations and indicates that the loan’s risk has increased materially since origination or acquisition. In addition to the borrower being generally out of compliance with debt covenants, loan payments may be past due (but generally not more than 120 days past due); and
5		Investments rated 5 involve a borrower performing substantially below expectations and indicates that the loan’s risk has increased substantially since origination or acquisition. Most or all of the debt covenants are out of compliance and payments are substantially delinquent. Loans rated 5 are not anticipated to be repaid in full and we will reduce the fair market value of the loan to the amount we anticipate will be recovered.

Our Adviser rates the investments in our portfolio at least quarterly and it is possible that the rating of a portfolio investment may be reduced or increased over time. For investments rated 3, 4 or 5, our Adviser enhances its level of scrutiny over the monitoring of such portfolio company.

The following table shows the composition of our portfolio on the 1 to 5 rating scale as of March 31, 2020 and December 31, 2019:

	March 31, 2020					December 31, 2019
Investment Rating	Investments at Fair Value		Percentage of Total Portfolio			Investments at Fair Value		Percentage of Total Portfolio
($ in thousands)
1	$	628,483		7.0	%	$	753,619		8.6	%
2		7,280,212		81.4			7,576,022		86.1
3		600,698		6.8			469,584		5.3
4		428,952		4.8			—		—
5		—		—			—		—
Total	$	8,938,345		100.0	%	$	8,799,225		100.0	%

The increase in investments rated by our Adviser as a 3 and 4 as of March 31, 2020 as compared to December 31, 2019 can be attributed to either COVID-19 related market disruptions or the underlying performance of the portfolio company. See “COVID-19 Developments” for additional information.

The following table shows the amortized cost of our performing and non-accrual debt investments as of March 31, 2020 and December 31, 2019:

	March 31, 2020					December 31, 2019
($ in thousands)	Amortized Cost		Percentage			Amortized Cost		Percentage
Performing	$	9,197,845		100.0	%	$	8,727,305		100.0	%
Non-accrual		—		—			—		—
Total	$	9,197,845		100.0	%	$	8,727,305		100.0	%

Sebago Lake LLC

Sebago Lake, a Delaware limited liability company, was formed as a joint venture between us and The Regents of the University of California (“Regents”) and commenced operations on June 20, 2017. Sebago Lake’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. Both we and Regents (the “Members”) have a 50% economic ownership in Sebago Lake. Except under certain circumstances, contributions to Sebago Lake cannot be redeemed. Each of the Members initially agreed to contribute up to $100 million to Sebago Lake. On July 26, 2018, each of the Members increased their contribution to Sebago Lake up to an aggregate of $125 million. As of March 31, 2020, each Member has funded $107.8 million of their respective $125 million commitments. Sebago Lake is managed by the Members, each of which have equal voting rights. Investment decisions must be approved by each of the Members.

We have determined that Sebago Lake is an investment company under Accounting Standards Codification (“ASC”) 946, however, in accordance with such guidance, we will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Accordingly, we do not consolidate our non-controlling interest in Sebago Lake.

As of March 31, 2020 and December 31, 2019, Sebago Lake had total investments in senior secured debt at fair value of $555.6 million and $478.5 million, respectively. The determination of fair value is in accordance with ASC 820; however, such fair value is not included in our Board’s valuation process. The following table is a summary of Sebago Lake’s portfolio as well as a listing of the portfolio investments in Sebago Lake’s portfolio as of March 31, 2020 and December 31, 2019:

($ in thousands)	March 31, 2020			December 31, 2019
Total senior secured debt investments⁽¹⁾	$	592,861		$	484,439
Weighted average spread over LIBOR⁽¹⁾		4.42	%		4.56	%
Number of portfolio companies	18			16
Largest funded investment to a single borrower⁽¹⁾	$	50,000		$	50,000

________________

(1)

At par.

Sebago Lake's Portfolio as of March 31, 2020 ($ 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)⁽⁷⁾	First lien senior secured loan	L + 5.00%	12/21/2023	$	35,098	$	34,628	$	34,093		18.5	%
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)^(7)(11)(14)	First lien senior secured revolving loan	L + 5.00%	12/21/2022		3,000		2,967		2,914		1.6	%
Bleriot US Bidco Inc.⁽⁷⁾	First lien senior secured loan	L + 4.75%	11/2/2026		15,000		14,859		14,025		7.6	%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)⁽⁷⁾	First lien senior secured loan	L + 3.50%	4/6/2026		39,800		39,625		37,583		20.4	%
					92,898		92,079		88,615		48.1	%
Automotive
Dealer Tire, LLC ^(6)(10)	First lien senior secured loan	L + 4.25%	12/12/2025		36,908		36,694		30,633		16.6	%
Business Services
Vistage Worldwide, Inc.⁽⁶⁾	First lien senior secured loan	L + 4.00%	2/10/2025		17,455		17,369		16,888		9.2	%
Education
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)⁽⁷⁾	First lien senior secured loan	L + 4.25%	7/30/2025		34,475		34,391		32,108		17.4	%
Food and beverage
DecoPac, Inc.⁽⁷⁾	First lien senior secured loan	L + 4.25%	9/30/2024		20,561		20,493		19,907		10.8	%
DecoPac, Inc.^(6)(11)(14)	First lien senior secured revolving loan	L + 4.25%	9/29/2023		2,143		2,132		1,990		1.1	%
FQSR, LLC (dba KBP Investments)⁽⁷⁾	First lien senior secured loan	L + 5.50%	5/15/2023		24,445		24,203		23,566		12.8	%
FQSR, LLC (dba KBP Investments)^(8)(11)(12)	First lien senior secured delayed draw term loan	L + 5.50%	9/10/2021		9,477		9,201		8,637		4.7	%
Give & Go Prepared Foods Corp.⁽⁹⁾	First lien senior secured loan	L + 3.25%	7/29/2023		24,375		24,338		24,375		13.2	%
Sovos Brands Intermediate, Inc.⁽⁸⁾	First lien senior secured loan	L + 5.00%	11/20/2025		44,438		44,072		42,969		23.3	%
					125,439		124,439		121,444		65.9	%
Healthcare equipment and services
Cadence, Inc.⁽⁶⁾	First lien senior secured loan	L + 4.50%	5/21/2025		27,197		26,680		26,107		14.2	%
Cadence, Inc.^(9)(11)(14)	First lien senior secured revolving loan	L + 3.50%	5/21/2023		2,936		2,821		2,642		1.4	%
					30,133		29,501		28,749		15.6	%
Healthcare technology
VVC Holdings Corp. (dba Athenahealth, Inc.)⁽⁷⁾	First lien senior secured loan	L + 4.50%	2/11/2026		19,800		19,455		18,612		10.1	%

Sebago Lake's Portfolio as of March 31, 2020 ($ in thousands) (Unaudited)
Company^(1)(2)(4)(5)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost⁽³⁾			Fair Value			Percentage of Members' Equity
Infrastructure and environmental services
CHA Holding, Inc.⁽⁸⁾	First lien senior secured loan	L + 4.50%	4/10/2025		41,461		41,133			39,980			21.7		%
Insurance
Integro Parent Inc.⁽⁶⁾	First lien senior secured loan	L + 5.75%	10/31/2022		30,385		30,290			29,634			16.1		%
Integro Parent Inc.^(11)(12)(14)	First lien senior secured revolving loan	L + 4.50%	10/30/2021		-		(14	)		(129	)		(0.1	)	%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)⁽⁸⁾	First lien senior secured loan	L + 4.25%	3/29/2025		40,458		39,703			37,998			20.6		%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)^(8)(11)(14)	First lien senior secured revolving loan	L + 4.25%	3/29/2023		4,125		4,013			3,814			2.1		%
					74,968		73,992			71,317			38.7		%
Internet software and services
DCert Buyer, Inc.^(6)(10)	First lien senior secured loan	L + 4.00%	10/16/2026		50,000		49,822			44,960			24.4		%
Manufacturing
Engineered Machinery Holdings⁽⁷⁾	First lien senior secured loan	L + 4.25%	7/19/2024		44,737		44,346			39,145			21.2		%
Transportation
Uber Technologies, Inc.^(6)(10)	First lien senior secured loan	L + 4.00%	4/4/2025		24,587		24,460			23,132			12.6		%
Total Debt Investments					592,861		587,681			555,583			301.5		%
Total Investments				$	592,861	$	587,681		$	555,583			301.5		%

________________

(1)

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

(2)

Unless otherwise indicated, Sebago Lake’s investments are pledged as collateral supporting the amounts outstanding under Sebago Lake’s credit facility.

(3)

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

(4)

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

(5)

(6)

The interest rate on these loans is subject to 1 month LIBOR, which as of March 31, 2020 was 0.99%.

(7)

The interest rate on these loans is subject to 3 month LIBOR, which as of March 31, 2020 was 1.45%.

(8)

The interest rate on these loans is subject to 6 month LIBOR, which as of March 31, 2020 was 1.18%.

(9)

The interest rate on these loans is subject to Prime, which as of March 31, 2020 was 3.25%.

(10)

Level 2 investment.

(11)

Position or portion thereof is an unfunded loan commitment.

(12)

(13)

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.

(14)

Investment is not pledged as collateral under Sebago Lake’s credit facility.

Sebago Lake's Portfolio as of December 31, 2019 ($ 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 + 5.25%	12/21/2023	$	35,188	$	34,690		$	34,805			19.8		%
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(9)(10)(12)	First lien senior secured revolving loan	L + 5.25%	12/21/2022		-		(36	)		(31	)		-		%
Bleriot US Bidco Inc.(7)	First lien senior secured term loan	L + 4.75%	10/31/2026		12,973		12,844			12,843			7.3		%
Bleriot US Bidco Inc.(9)(10)(11)(12)	First lien senior secured delayed draw term loan	L + 4.75%	10/31/2020		-		(20	)		(20	)		-		%
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(7)	First lien senior secured loan	L + 4.00%	4/4/2026		39,900		39,717			39,707			22.6		%
					88,061		87,195			87,304			49.7		%
Education
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7)	First lien senior secured loan	L + 4.25%	7/30/2025		34,562		34,475			34,488			19.5		%
Food and beverage
DecoPac, Inc.(7)	First lien senior secured loan	L + 4.25%	9/30/2024		20,561		20,489			20,561			11.7		%
DecoPac, Inc.(9)(10)(12)	First lien senior secured revolving loan	L + 4.25%	9/29/2023		-		(11	)		-			-		%
FQSR, LLC (dba KBP Investments)(7)	First lien senior secured loan	L + 5.50%	5/14/2023		24,507		24,246			24,236			13.7		%
FQSR, LLC (dba KBP Investments)(7)(9)(11)	First lien senior secured delayed draw term loan	L + 5.50%	9/10/2021		8,373		8,075			8,115			4.6		%
Give & Go Prepared Foods Corp.(7)	First lien senior secured loan	L + 4.25%	7/29/2023		24,438		24,398			23,093			13.0		%
Sovos Brands Intermediate, Inc.(6)	First lien senior secured loan	L + 5.00%	11/20/2025		44,550		44,171			44,143			25.1		%
					122,429		121,368			120,148			68.1		%
Healthcare equipment and services
Cadence, Inc.(6)	First lien senior secured loan	L + 4.50%	5/21/2025		27,266		26,727			26,749			15.2		%
Cadence, Inc.(9)(10)(12)	First lien senior secured revolving loan	L + 4.50%	5/21/2025		-		(124	)		(139	)		(0.1	)	%
					27,266		26,603			26,610			15.1		%
Healthcare technology
VVC Holdings Corp. (dba Athenahealth, Inc.)(7)(8)	First lien senior secured loan	L + 4.50%	2/11/2026		19,850		19,491			19,925			11.3		%
Infrastructure and environmental services
CHA Holding, Inc.(7)	First lien senior secured loan	L + 4.50%	4/10/2025		29,816		29,709			29,694			16.8		%
Insurance
Integro Parent Inc.(6)	First lien senior secured loan	L + 5.75%	10/28/2022		30,520		30,416			30,224			17.2		%
Integro Parent Inc.(9)(10)(12)	First lien senior secured revolving loan	L + 4.50%	10/30/2021		-		(16	)		(54	)		-		%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)	First lien senior secured loan	L + 4.25%	3/29/2025		34,475		33,800			33,406			19.0		%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)(9)(12)	First lien senior secured revolving loan	L + 4.25%	3/29/2023		1,875		1,754			1,690			1.0		%
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(7)(9)(11)	First lien senior secured delayed draw term loan	L + 4.25%	3/29/2020		6,085		5,923			5,817			3.3		%
					72,955		71,877			71,083			40.5		%

Sebago Lake's Portfolio as of December 31, 2019 ($ in thousands)
Company^(1)(2)(4)(5)	Investment	Interest	Maturity Date	Par / Units		Amortized Cost⁽³⁾		Fair Value		Percentage of Members' Equity
Internet software and services
DCert Buyer, Inc.(6)	First lien senior secured loan	L + 4.00%	10/16/2026		50,000		49,816		49,878		28.3	%
Manufacturing
Engineered Machinery Holdings(7)(8)	First lien senior secured loan	L + 4.25%	7/19/2024		14,850		14,596		14,801		8.3	%
Transportation
Uber Technologies, Inc.(6)(8)	First lien senior secured loan	L + 4.00%	4/4/2025		24,650		24,517		24,578		14.0	%
Total Debt Investments					484,439		479,647		478,509		271.6	%
Total Investments				$	484,439	$	479,647	$	478,509		271.6	%

________________

(1)

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

(2)

Unless otherwise indicated, Sebago Lake’s investments are pledged as collateral supporting the amounts outstanding under Sebago Lake’s credit facility.

(3)

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

(4)

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

(5)

(6)

The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2019 was 1.8%.

(7)

The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2019 was 1.9%.

(8)

Level 2 investment.

(9)

Position or portion thereof is an unfunded loan commitment.

(10)

(11)

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.

(12)

Investment is not pledged as collateral under Sebago Lake’s credit facility.

Below is selected balance sheet information for Sebago Lake as of March 31, 2020 and December 31, 2019:

($ in thousands)	March 31, 2020 (Unaudited)		December 31, 2019
Assets
Investments at fair value (amortized cost of $587,681 and $479,647, respectively)	$	555,583	$	478,509
Cash		20,969		34,104
Interest receivable		1,242		1,281
Prepaid expenses and other assets		1,138		162
Total Assets	$	578,932	$	514,056
Liabilities
Debt (net of unamortized debt issuance costs of $3,524 and $3,895, respectively)	$	351,231	$	330,289
Distributions payable		4,377		4,950
Payable for investments purchased		36,617		—
Accrued expenses and other liabilities		2,452		2,663
Total Liabilities	$	394,677	$	337,902
Members' Equity
Members' Equity		184,255		176,154
Members' Equity		184,255		176,154
Total Liabilities and Members' Equity	$	578,932	$	514,056

Below is selected statement of operations information for Sebago Lake for the three months ended March 31, 2020 and 2019:

	Three Months Ended March 31,
($ in thousands)	2020			2019
Investment Income
Interest income	$	8,502		$	10,396
Other income		92			68
Total Investment Income		8,594			10,464
Expenses
Interest expense		3,784			4,633
Professional fees		167			180
Total Expenses		3,951			4,813
Net Investment Income Before Taxes		4,643			5,651
Taxes		(895	)		334
Net Investment Income After Taxes	$	5,538		$	5,317
Net Change in Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investments		(30,960	)		4,170
Total Net Change in Unrealized Gain (Loss) on Investments		(30,960	)		4,170
Net Increase in Members' Equity Resulting from Operations	$	(25,422	)	$	9,487

On August 9, 2017, Sebago Lake Financing LLC and SL Lending LLC, wholly-owned subsidiaries of Sebago Lake, entered into a credit facility with Goldman Sachs Bank USA. Goldman Sachs Bank USA serves as the sole lead arranger, syndication agent and administrative agent, and State Street Bank and Trust Company serves as the collateral administrator and agent. The credit facility includes a maximum borrowing capacity of $400 million. As of March 31, 2020, there was $354.8 million outstanding under the credit facility. For the three months ended March 31, 2020 and 2019, the components of interest expense were as follows:

	For the Three Months Ended March 31,
($ in thousands)	2020			2019
Interest expense	$	3,374		$	4,226
Amortization of debt issuance costs		410			407
Total Interest Expense	$	3,784		$	4,633
Average interest rate		4.0	%		4.9	%
Average daily borrowings	$	333,446		$	348,412

Loan Origination and Structuring Fees

If the loan origination and structuring fees earned by Sebago Lake during a fiscal period exceed Sebago Lake’s expenses and other obligations (excluding financing costs), such excess is allocated to the Member(s) responsible for the origination of the loans pro rata in accordance with the total loan origination and structuring fees earned by Sebago Lake with respect to the loans originated by such Member; provided, that in no event will the amount allocated to a Member exceed 1% of the par value of the loans originated by such Member in any fiscal year. The loan origination and structuring fee is accrued quarterly and included in other income from controlled, affiliated investments on our Consolidated Statements of Operations and paid annually. On February 27, 2019, the Members agreed to amend the terms of Sebago Lake’s operating agreement to eliminate the allocation of excess loan origination and structuring fees to the Members. As such, for the three months ended March 31, 2020 and 2019, we accrued no income based on loan origination and structuring fees.

Results of Operations

The following table represents the operating results for the three months ended March 31, 2020 and 2019:

	For the Three Months Ended March 31,
($ in millions)	2020			2019
Total Investment Income	$	204.7		$	151.5
Less: Net operating expenses		56.4			53.8
Net Investment Income (Loss) Before Taxes	$	148.3		$	97.7
Less: Income taxes, including excise taxes		2.0			1.7
Net Investment Income (Loss) After Taxes	$	146.3		$	96.0
Net change in unrealized gain (loss)		(459.2	)		18.5
Net realized gain (loss)		0.3			—
Net Increase (Decrease) in Net Assets Resulting from Operations	$	(312.6	)	$	114.5

Net increase (decrease) in net assets resulting from operations can vary from period to period as a result of various factors, including the level of new investment commitments, expenses, the recognition of realized gains and losses and changes in unrealized appreciation and depreciation on the investment portfolio.

Investment Income

Investment income for the three months ended March 31, 2020 and 2019 were as follows:

	For the Three Months Ended March 31,
($ in millions)	2020		2019
Interest income from investments	$	198.4	$	146.5
Dividend income		2.2		2.7
Other income		4.1		2.3
Total investment income	$	204.7	$	151.5

For the three months ended March 31, 2020 and 2019

Investment income increased to $204.7 million for the three months ended March 31, 2020 from $151.5 million for the same period in prior year primarily due to an increase in our investment portfolio, which, at par, increased from $7.0 billion as of March 31, 2019, to $9.6 billion as of March 31, 2020, partially offset by a decrease in our portfolio’s weighted average yield from 9.4% as of March 31, 2019 to 7.9% at amortized cost as of March 31, 2020. Included in interest income are other fees such as prepayment fees and accelerated amortization of upfront fees from unscheduled paydowns. Period over period, income generated from these fees increased, which is attributed to the increased repayment activity in the current period, to $9.8 million, from $0.4 million, for the three months ended March 31, 2020 and 2019, respectively. For both the three months ended March 31, 2020 and 2019, payment-in-kind income represented less than 5% of interest income. Other income increased period-over-period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and normally paid at the time of closing. We expect that investment income will continue to increase provided that our investment portfolio continues to increase.

Expenses

Expenses for the three months ended March 31, 2020 and 2019 were as follows:

	For the Three Months Ended March 31,
($ in millions)	2020			2019
Interest expense	$	33.9		$	34.7
Management fee		33.8			15.2
Performance based incentive fees		25.6			—
Professional fees		3.2			2.1
Directors' fees		0.2			0.1
Other general and administrative		2.2			1.7
Total operating expenses	$	98.9		$	53.8
Management and incentive fees waived		(42.5	)		—
Net operating expenses	$	56.4		$	53.8

Under the terms of the Administration Agreement, we reimburse the Adviser for services performed for us. 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 we reimburse the Adviser for any services performed for us by such affiliate or third party.

For the three months ended March 31, 2020 and 2019

Total expenses, after the effect of management and incentive fee waivers, increased to $56.4 million for the three months ended March 31, 2020 from $53.8 million for the same period in the prior year primarily due to an increase in management and professional fees, partially offset by a decrease in interest expense. Management fees, net of the fee waiver increased $1.7 million period over period due to an increase in assets of $9.5 billion as of March 31, 2020 as compared to assets of $7.0 billion as of March 31, 2019. As a percentage of total assets, professional fees, directors’ fees and other general and administrative expenses remained relatively consistent period over period. The decrease in interest expense of $0.8 million was primarily driven by a decrease in the average interest rate from 4.7% to 4.2%, partially offset by an increase in the average daily borrowings period over period.

Income Taxes, Including Excise Taxes

We have elected to be treated as a RIC under Subchapter M of the Code, and we intend to operate in a manner so as to continue to qualify for the tax treatment applicable to RICs. To qualify for tax treatment as a RIC, we must, among other things, distribute to our shareholders in each taxable year generally at least 90% of our investment company taxable income, as defined by the Code, and net tax-exempt income for that taxable year. To maintain our tax treatment as a RIC, we, among other things, intend to make the requisite distributions to our shareholders, which generally relieves us from corporate-level U.S. federal income taxes.

Depending on the level of taxable income earned in a tax year, we can be expected to carry forward taxable income (including net capital gains, if any) in excess of current year dividend distributions from the current tax year into the next tax year and pay a nondeductible 4% U.S. federal excise tax on such taxable income, as required. To the extent that we determine that our estimated current year annual taxable income will be in excess of estimated current year dividend distributions from such income, we will accrue excise tax on estimated excess taxable income.

For the three months ended March 31, 2020 and 2019, we recorded expenses of $2.0 million and $1.7 million for U.S. federal excise tax, respectively.

Net Unrealized Gains (Losses)

We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three months ended March 31, 2020 and 2019, net unrealized gains (losses) on our investment portfolio were comprised of the following:

	For the Three Months Ended March 31,
($ in millions)	2020			2019
Net change in unrealized gain (loss) on investments	$	(459.1	)	$	18.5
Net change in translation of assets and liabilities in foreign currencies		(0.1	)		—
Net change in unrealized gain (loss)	$	(459.2	)	$	18.5

For the three months ended March 31, 2020 and 2019

For the three months ended March 31, 2020, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments as compared to December 31, 2019. As of March 31, 2020, the fair value of our debt investments as a percentage of principal was 93.5%, as compared to 98.0% as of December 31, 2019. The primary driver of our portfolio’s unrealized loss was due to current market conditions and credit spreads widening. See “COVID-19 Developments” for additional information. The changes in net unrealized loss on investments during the three months ended March 31, 2020 consisted of the following:

Portfolio Company ($ in millions)	Net Change in Unrealized Gain (Loss)
Aviation Solutions Midco, LLC (dba STS Aviation)	$	(21.4	)
H-Food Holdings, LLC		(19.8	)
Geodigm Corporation (dba National Dentex)		(17.6	)
Sebago Lake LLC		(14.9	)
Swipe Acquisition Corporation (dba PLI)		(11.5	)
Valence Surface Technologies LLC		(10.9	)
Mavis Tire Express Services Corp.		(10.9	)
Endries Acquisition, Inc.		(10.9	)
Gerson Lehrman Group, Inc.		(10.8	)
Integrity Marketing Acquisition, LLC		(10.3	)
Remaining portfolio companies		(320.1	)
Total	$	(459.1	)

For the three months ended March 31, 2019, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2018. As of March 31, 2019, the fair value of our debt investments as a percentage of principal was 98.2%, as compared to 97.9% as of December 31, 2018.

Net Realized Gains (Losses)

The realized gains and losses on fully exited and partially exited portfolio companies during the three months ended March 31, 2020 and 2019 were comprised of the following:

	For the Three Months Ended March 31,
($ in millions)	2020			2019
Net realized gain (loss) on investments	$	0.4		$	—
Net realized gain (loss) on foreign currency transactions		(0.1	)		—
Net realized gain (loss)	$	0.3		$	—

Realized Gross Internal Rate of Return

Since we began investing in 2016 through March 31, 2020, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of over 11.5% (based on total capital invested of $2.4 billion and total proceeds from these exited investments of $2.7 billion). Over seventy percent of these exited investments resulted in an aggregate cash flow realized gross internal rate of return (“IRR”) to us of 10% or greater.

IRR, is a measure of our discounted cash flows (inflows and outflows). Specifically, IRR is the discount rate at which the net present value of all cash flows is equal to zero. That is, IRR is the discount rate at which the present value of total capital invested in each of our investments is equal to the present value of all realized returns from that investment. Our IRR calculations are unaudited.

Capital invested, with respect to an investment, represents the aggregate cost basis allocable to the realized or unrealized portion of the investment, net of any upfront fees paid at closing for the term loan portion of the investment.

Realized returns, with respect to an investment, represents the total cash received with respect to each investment, including all amortization payments, interest, dividends, prepayment fees, upfront fees (except upfront fees paid at closing for the term loan portion of an investment), administrative fees, agent fees, amendment fees, accrued interest, and other fees and proceeds.

Gross IRR, with respect to an investment, is calculated based on the dates that we invested capital and dates we received distributions, regardless of when we made distributions to our shareholders. Initial investments are assumed to occur at time zero.

Gross IRR reflects historical results relating to our past performance and is not necessarily indicative of our future results. In addition, gross IRR does not reflect the effect of management fees, expenses, incentive fees or taxes borne, or to be borne, by us or our shareholders, and would be lower if it did.

Aggregate cash flow realized gross IRR on our exited investments reflects only invested and realized cash amounts as described above, and does not reflect any unrealized gains or losses in our portfolio.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are generated primarily from cash flows from interest, dividends and fees earned from our investments and principal repayments, our credit facilities and other debt. We may also generate cash flow from operations, future borrowings and future offerings of securities including public and/or private issuances of debt and/or equity securities through both registered offerings off of our shelf registration statement and private offerings. The primary uses of our cash are (i) investments in portfolio companies and other investments and to comply with certain portfolio diversification requirements, (ii) the cost of operations (including paying or reimbursing our Adviser), (iii) debt service, repayment and other financing costs of any borrowings and (iv) cash distributions to the holders of our shares.

We may from time to time enter into additional debt facilities, increase the size of our existing credit facilities or issue additional debt securities. Any such incurrence or issuance would be subject to prevailing market conditions, our liquidity requirements, contractual and regulatory restrictions and other factors. In accordance with the 1940 Act, with certain limited exceptions, we are only allowed to incur borrowings, issue debt securities or issue preferred stock, if immediately after the borrowing or issuance, the ratio of total assets (less total liabilities other than indebtedness) to total indebtedness plus preferred stock, is at least 200% (or 150% if certain conditions are met). On March 31, 2020, our Board, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of our Board, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, effective on March 31, 2021 (unless we receive earlier shareholder approval), our asset coverage requirement applicable to senior securities will be reduced from 200% to 150%. We are seeking shareholder approval for the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act, at our shareholder meeting to be held on June 8, 2020. Once the application of the modified asset coverage ratio is effective and provided we have amended our Revolving Credit Facility to allow for the reduced asset coverage, we plan to target a debt-to-equity range of 0.90x to 1.25x.

As of March 31, 2020 and December 31, 2019, our asset coverage ratio was 246% and 293%, respectively. We seek to carefully consider our unfunded commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 200% (or 150% if certain conditions are met) asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.

Cash and restricted cash as of March 31, 2020, taken together with our available debt, is expected to be sufficient for our investing activities and to conduct our operations in the near term. As of March 31, 2020, we had $1.6 billion available under our credit facilities.

As of March 31, 2020, we had $382.9 million in cash and restricted cash. During the year ended March 31, 2020, we used $0.4 billion in cash for operating activities, primarily as a result of funding portfolio investments of $1.0 billion, partially offset by sell downs and repayments of $0.5 billion and other operating activity of $0.1 billion. Lastly, cash provided by financing activities was

$0.4 billion during the period, which was the result of net borrowings on our credit facilities of $0.6 billion, partially offset by repurchase of common stock under the Company 10b5-1 Plan of $0.1 billion and distributions paid of $0.1 billion.

Equity

IPO, Subscriptions and Drawdowns

We have the authority to issue 500,000,000 common shares at $0.01 per share par value.

On July 7, 2019, our Board of Directors determined to eliminate any outstanding fractional shares of our common stock (the “Fractional Shares”), as permitted by the Maryland General Corporation Law and on July 8, 2019, we eliminated such Fractional Shares by rounding down the number of Fractional Shares held by each shareholder to the nearest whole share and paying each shareholder cash for such Fractional Shares based on a price of $15.27 per whole share.

On March 1, 2016, we issued 100 common shares for $1,500 to the Adviser.

Prior to March 2, 2018, we entered into subscription agreements (the “Subscription Agreements”) with investors providing for the private placement of our common shares. Under the terms of the Subscription Agreements, investors were required to fund drawdowns to purchase our common shares up to the amount of their respective Capital Commitment on an as-needed basis each time we delivered a drawdown notice to our investors. As of June 4, 2019, all Capital Commitments had been drawn.

During the three months ended March 31, 2019, we delivered the following capital call notices to our investors:

Capital Drawdown Notice Date	Common Share Issuance Date	Number of Common Shares Issued		Aggregate Offering Price ($ in millions)
March 8, 2019	March 21, 2019		19,267,823	$	300.0
January 30, 2019	February 12, 2019		29,220,780		450.0
Total			48,488,603		750.0

Following our IPO, without the prior written consent of our Board:

•

for 180 days, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber any shares of common stock held by such shareholder prior to the date of the IPO;

•

for 270 days, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber two-thirds of the shares of common stock held by such shareholder prior to the date of the IPO; and

•

for 365 days, a shareholder is not permitted to transfer (whether by sale, gift, merger, by operation of law or otherwise), exchange, assign, pledge, hypothecate or otherwise dispose of or encumber one-third of the shares of common stock held by such shareholder prior to the IPO.

This means that, as a result of these transfer restrictions, without the consent of our Board, a shareholder who owned 99 shares of common stock on the date of the IPO could currently only sell up to 66 of such shares and 366 days following the IPO, such shareholder could sell all of such shares.

In addition, the Adviser, our directors and Mr. Lipschultz have agreed for a period of 540 days after the IPO and we and our executive officers who are not directors have agreed for a period of 180 days after the IPO, (i) not to offer, sell, contract to sell, pledge, grant any option to purchase, lend or otherwise dispose of, or file with the SEC a registration statement under the Securities Act (other than a registration statement pursuant to Rule 415 of the Securities Act) relating to, any shares of our common stock, or any options or warrants to purchase any shares of our common stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of our common stock or (ii) engage in any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale or disposition (whether by the undersigned or someone other than the undersigned), or transfer of any of

the economic consequences of ownership, in whole or in part, directly or indirectly, of our common stock or any such other securities whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of our common stock or other securities, in cash or otherwise, without the prior written consent of Goldman Sachs & Co. LLC and BofA Securities, Inc. on behalf of the underwriters, subject to certain exceptions; provided, however that, commencing 30 days after the IPO, the foregoing shall not prohibit a convertible notes issuance by us in an amount not to exceed $250 million.

Distributions

The following table reflects the distributions declared on shares of our common stock during the three months ended March 31, 2020:

	March 31, 2020
Date Declared	Record Date	Payment Date	Distribution per Share
February 19, 2020	March 31, 2020	May 15, 2020	$	0.31
May 28, 2019 (special dividend)	March 31, 2020	May 15, 2020	$	0.08

On May 28, 2019, our Board also declared the following special distributions:

Record Date

Distribution Date (on or before)

Special Distribution

Amount (per share)

September 30, 2020

November 13, 2020

0.08

December 31, 2020

January 19, 2021

0.08

The following table reflects the distributions declared on shares of our common stock during the three months ended March 31, 2019:

	March 31, 2019
Date Declared	Record Date	Payment Date	Distribution per Share
February 27, 2019	March 31, 2019	May 14, 2019	$	0.33

Dividend Reinvestment

We have adopted a dividend reinvestment plan, pursuant to which we will reinvest all cash distributions declared by the Board on behalf of our shareholders who do not elect to receive their distribution in cash as provided below. As a result, if the Board authorizes, and we declare, a cash dividend or other distribution, then our shareholders who have not opted out of our dividend reinvestment plan will have their cash distributions automatically reinvested in additional shares of our common stock as described below, rather than receiving the cash dividend or other distribution. Any fractional share otherwise issuable to a participant in the dividend reinvestment plan will instead be paid in cash.

Prior to our IPO, the number of shares to be issued to a shareholder under the dividend reinvestment plan was determined by dividing the total dollar amount of the distribution payable to such shareholder by the net asset value per share of our common stock, as of the last day of our calendar quarter immediately preceding the date such distribution was declared.

In connection with our IPO, we entered into our second amended and restated dividend reinvestment plan, pursuant to which, if newly issued shares are used to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder will be determined by dividing the total dollar amount of the cash dividend or distribution payable to a shareholder by the market price per share of our common stock at the close of regular trading on the New York Stock Exchange on the payment date of a distribution, or if no sale is reported for such day, the average of the reported bid and ask prices. However, if the market price per share on the payment date of a cash dividend or distribution exceeds the most recently computed net asset value per share, we will issue shares at the greater of (i) the most recently computed net asset value per share and (ii) 95% of the current market price per share (or such lesser discount to the current market price per share that still exceeded the most recently computed net asset value per share). For example, if the most recently computed net asset value per share is $15.00 and the market price on the payment date of a cash dividend is $14.00 per share, we will issue shares at $14.00 per share. If the most recently computed net asset value per share is $15.00 and the market price on the payment date of a cash dividend is $16.00 per share, we will issue shares at $15.20 per share (95% of the current market price). If the most recently computed net asset value per share is $15.00 and the market price on the payment date of a cash dividend is $15.50 per

share, we will issue shares at $15.00 per share, as net asset value is greater than 95% ($14.73 per share) of the current market price. Pursuant to our second amended and restated dividend reinvestment plan, if shares are purchased in the open market to implement the dividend reinvestment plan, the number of shares to be issued to a shareholder shall be determined by dividing the dollar amount of the cash dividend payable to such shareholder by the weighted average price per share for all shares purchased by the plan administrator in the open market in connection with the dividend. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2020:

Date Declared		Record Date		Payment Date		Shares
October 30, 2019		December 31, 2019		January 31, 2020			2,823,048

The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the three months ended March 31, 2019:

Date Declared		Record Date		Payment Date		Shares
November 6, 2018		December 31, 2018		January 31, 2019			2,613,223

Stock Repurchase Plan (the “Company 10b5-1 Plan”)

On July 7, 2019, our Board approved the Company 10b5-1 Plan, to acquire up to $150 million in the aggregate of our common stock at prices below our net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. We put the Company 10b5-1 Plan in place because we believe that, in the current market conditions, if our common stock is trading below our then-current net asset value per share, it is in the best interest of our shareholders for us to reinvest in our portfolio.

The Company 10b5-1 Plan is intended to allow us to repurchase our common stock at times when we otherwise might be prevented from doing so under insider trading laws. The Company 10b5-1 Plan requires Goldman Sachs & Co. LLC, as our agent, to repurchase shares of common stock on our behalf when the market price per share is below the most recently reported net asset value per share (including any updates, corrections or adjustments publicly announced by us to any previously announced net asset value per share). Under the Company 10b5-1 Plan, the agent will increase the volume of purchases made as the price of our common stock declines, subject to volume restrictions. The timing and amount of any stock repurchases will depend on the terms and conditions of the Company 10b5-1 Plan, the market price of our common stock and trading volumes, and no assurance can be given that any particular amount of common stock will be repurchased.

The Company 10b5-1 Plan commenced on August 19, 2019 and terminates upon the earliest to occur of (i) 18-months (tolled for periods during which the Company 10b5-1 Plan is suspended), (ii) the end of the trading day on which the aggregate purchase price for all shares purchased under the Company 10b5-1 Plan equals $150 million and (iii) the occurrence of certain other events described in the Company 10b5-1 Plan.

Period ($ in millions, except share and per share amounts)	Total Number of Shares Repurchased		Average Price Paid per Share		Approximate Dollar Value of Shares that have been Purchased Under the Plans		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plan
January 1, 2020 - January 31, 2020		-	$	-	$	-	$	150.0
February 1, 2020 - February 29, 2020		87,328	$	15.17	$	1.4	$	148.6
March 1, 2020 - March 31, 2020		4,009,218	$	12.46	$	46.6	$	102.0
Total		4,096,546			$	48.0

As of April 30, 2020, Goldman, Sachs & Co., as agent, repurchased an additional 6,235,497 shares of our common stock pursuant to the Company 10b5-1 Plan for approximately $74.3 million.

Debt

Aggregate Borrowings

Debt obligations consisted of the following as of March 31, 2020 and December 31, 2019:

	March 31, 2020
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Revolving Credit Facility⁽³⁾⁽⁵⁾	$	1,195,000	$	391,860	$	780,126	$	385,271
SPV Asset Facility I		400,000		300,000		100,000		297,470
SPV Asset Facility II		350,000		350,000		—		345,063
SPV Asset Facility III		500,000		175,000		325,000		171,972
SPV Asset Facility IV		450,000		60,250		389,750		56,631
CLO I		390,000		390,000		—		386,417
CLO II		260,000		260,000		—		258,042
CLO III		260,000		260,000		—		258,076
2023 Notes⁽⁴⁾		150,000		150,000		—		152,899
2024 Notes⁽⁴⁾		400,000		400,000		—		418,785
2025 Notes		425,000		425,000		—		417,048
July 2025 Notes		500,000		500,000		—		490,899
Total Debt	$	5,280,000	$	3,662,110	$	1,594,876	$	3,638,573

________________

(1)

The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)

(3)

Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

(4)

Inclusive of change in fair value of effective hedge.

(5)

The amount available is reduced by $23.0 million of outstanding letters of credit.

	December 31, 2019
($ in thousands)	Aggregate Principal Committed		Outstanding Principal		Amount Available⁽¹⁾		Net Carrying Value⁽²⁾
Revolving Credit Facility(3)(5)	$	1,170,000	$	480,861	$	664,410	$	473,655
SPV Asset Facility I		400,000		300,000		100,000		297,246
SPV Asset Facility II		350,000		350,000		—		346,395
SPV Asset Facility III		500,000		255,000		245,000		251,548
SPV Asset Facility IV		300,000		60,250		239,750		57,201
CLO I		390,000		390,000		—		386,405
CLO II		260,000		260,000		—		258,028
2023 Notes⁽⁴⁾		150,000		150,000		—		150,113
2024 Notes⁽⁴⁾		400,000		400,000		—		400,955
2025 Notes		425,000		425,000		—		416,686
Total Debt	$	4,345,000	$	3,071,111	$	1,249,160	$	3,038,232

________________

(1)

The amount available reflects any limitations related to each credit facility’s borrowing base.

(2)

(3)

Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.

(4)

Inclusive of change in fair value of effective hedge.

(5)

The amount available is reduced by $24.7 million of outstanding letters of credit.

For the three months ended March 31, 2020 and 2019, the components of interest expense were as follows:

	For the Three Months Ended March 31,
($ in thousands)	2020				2019
Interest expense	$	33,582			$	32,786
Amortization of debt issuance costs		3,170				1,943
Net change in unrealized gain (loss) on effective interest rate swaps and hedged items⁽¹⁾		(2,795	)			—
Total Interest Expense	$	33,957			$	34,729
Average interest rate		4.2		%		4.7	%
Average daily borrowings	$	3,184,613			$	2,772,882

________________

(1)

Refer to “ITEM 1. – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA – Notes to Consolidated Financial Statements – Note 6. Debt - 2023 Notes and 2024 Notes” for details on each facility’s interest rate swap.

Senior Securities

Information about our senior securities is shown in the following table as of March 31, 2020 and the fiscal years ended December 31, 2019, 2018, 2017 and 2016.

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities⁽¹⁾ ($ in millions)		Asset Coverage per Unit⁽²⁾		Involuntary Liquidating Preference per Unit⁽³⁾		Average Market Value per Unit⁽⁴⁾
Revolving Credit Facility
March 31, 2020 (unaudited)	$	391.9	$	2,461		—	N/A
December 31, 2019	$	480.9	$	2,926		—	N/A
December 31, 2018	$	308.6	$	2,254		—	N/A
December 31, 2017	$	-	$	2,580		—	N/A
SPV Asset Facility I
March 31, 2020 (unaudited)	$	300.0	$	2,461		—	N/A
December 31, 2019	$	300.0	$	2,926		—	N/A
December 31, 2018	$	400.0	$	2,254		—	N/A
December 31, 2017	$	400.0	$	2,580		—	N/A
SPV Asset Facility II
March 31, 2020 (unaudited)	$	350.0	$	2,461		—	N/A
December 31, 2019	$	350.0	$	2,926		—	N/A
December 31, 2018	$	550.0	$	2,254		—	N/A
SPV Asset Facility III
March 31, 2020 (unaudited)	$	175.0	$	2,461		—	N/A
December 31, 2019	$	255.0	$	2,926		—	N/A
December 31, 2018	$	300.0	$	2,254		—	N/A
SPV Asset Facility IV
March 31, 2020 (unaudited)	$	60.3	$	2,461		—	N/A
December 31, 2019	$	60.3	$	2,926		—	N/A
CLO I
March 31, 2020 (unaudited)	$	390.0	$	2,461		—	N/A
December 31, 2019	$	390.0	$	2,926		—	N/A
CLO II
March 31, 2020 (unaudited)	$	260.0	$	2,461		—	N/A
December 31, 2019	$	260.0	$	2,926		—	N/A
CLO III
March 31, 2020 (unaudited)	$	260.0	$	2,461		—	N/A

Class and Period	Total Amount Outstanding Exclusive of Treasury Securities⁽¹⁾ ($ in millions)		Asset Coverage per Unit⁽²⁾		Involuntary Liquidating Preference per Unit⁽³⁾		Average Market Value per Unit⁽⁴⁾
Subscription Credit Facility⁽⁵⁾
December 31, 2019	$	-	$	-		—	N/A
December 31, 2018	$	883.0	$	2,254		—	N/A
December 31, 2017	$	393.5	$	2,580		—	N/A
December 31, 2016	$	495.0	$	2,375		—	N/A
2023 Notes
March 31, 2020 (unaudited)	$	150.0	$	2,461		—	N/A
December 31, 2019	$	150.0	$	2,926		—	N/A
December 31, 2018	$	150.0	$	2,254		—	N/A
December 31, 2017	$	138.5	$	2,580		—	N/A
2024 Notes
March 31, 2020 (unaudited)	$	400.0	$	2,461		—	$	1,062.3
December 31, 2019	$	400.0	$	2,926		—		1,039.3
2025 Notes
March 31, 2020 (unaudited)	$	425.0	$	2,461		—	$	991.2
December 31, 2019	$	425.0	$	2,926		—		997.9
July 2025 Notes
March 31, 2020 (unaudited)	$	500.0	$	2,461		—	$	972.9

________________

(1)

Total amount of each class of senior securities outstanding at the end of the period presented.

(2)

Asset coverage per unit is the ratio of the carrying value of our total assets, less all liabilities excluding indebtedness represented by senior securities in this table, to the aggregate amount of senior securities representing indebtedness. Asset coverage per unit is expressed in terms of dollar amounts per $1,000 of indebtedness and is calculated on a consolidated basis.

(3)

The amount to which such class of senior security would be entitled upon our involuntary liquidation in preference to any security junior to it. The "—" in this column indicates information that the SEC expressly does not require to be disclosed for certain types of senior securities.

(4)

Not applicable, except for with respect to the 2024 Notes, 2025 Notes and July 2025 Notes, as other senior securities are not registered for public trading on a stock exchange. The average market value per unit for each of the 2024 Notes, 2025 Notes and July 2025 Notes is based on the average daily prices of such notes and is expressed per $1,000 of indebtedness.

(5)

Facility was terminated in 2019.

Credit Facilities

Our 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).

Revolving Credit Facility

On February 1, 2017, we entered into a senior secured revolving credit agreement (as amended, the “Revolving Credit Facility”). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Lender” and collectively, the “Lenders”) and SunTrust Robinson Humphrey, Inc. and ING Capital LLC as Joint Lead Arrangers and Joint Book Runners, Truist Bank (as successor by merger to SunTrust Bank) as Administrative Agent and ING Capital LLC as Syndication Agent.

The Revolving Credit Facility is guaranteed by OR Lending LLC, our subsidiary, and will be guaranteed by certain domestic subsidiaries of us that are formed or acquired by us 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 $1.2 billion (increased from $1.17 billion on February 11, 2020; increased from $1.1 billion on August 27, 2019; increased from $1.0 billion on July 26, 2019), subject to availability under the borrowing base, which is based on our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $1.5 billion through the exercise by the Borrower 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 $50 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions.

The availability period under the Revolving Credit Facility will terminate on March 31, 2023 (“Revolving Credit Facility Commitment Termination Date”) and the Revolving Credit Facility will mature on April 2, 2024 (“Revolving Credit Facility Maturity Date”). During the period from the Revolving Credit Facility Commitment Termination Date to the Revolving Credit Facility Maturity Date, we 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.

We may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility will bear interest at either LIBOR plus 2.00%, or the prime rate plus 1.00%. We predominantly borrow utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. We will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility. For further details, see “ITEM 8. – Notes to Consolidated Financial Statements – Note 6. Debt.”

In addition to customary covenants, the Revolving Credit Facility includes certain financial covenants related to asset coverage and liquidity and other maintenance covenants.

Subscription Credit Facility

On August 1, 2016, we entered into a subscription credit facility (as amended, the “Subscription Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent (the “Subscription Credit Facility Administrative Agent”) and letter of credit issuer, and Wells Fargo, State Street Bank and Trust Company and the banks and financial institutions from time to time party thereto, as lenders.

The Subscription Credit Facility permitted us to borrow up to $900 million, subject to availability under the borrowing base which is calculated based on the unused Capital Commitments of the investors meeting various eligibility requirements. Effective June 19, 2019, the outstanding balance of the Subscription Credit Facility was paid in full and the facility was terminated pursuant to its terms.

Borrowings under the Subscription Credit Facility bore interest, at our election at the time of drawdown, at a rate per annum equal to (i) in the case of LIBOR rate loans, an adjusted LIBOR rate for the applicable interest period plus 1.60% or (ii) in the case of reference rate loans, the greatest of (A) a prime rate plus 0.60%, (B) the federal funds rate plus 1.10%, and (C) one-month LIBOR plus 1.60%. Loans may have been converted from one rate to another at any time at our election, subject to certain conditions. We predominantly borrowed utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. We paid an unused commitment fee of 0.25% per annum on the unused commitments.

SPV Asset Facilities

Certain of our wholly owned subsidiaries are parties to credit facilities (the “SPV Asset Facilities”). Pursuant to the SPV Asset Facilities, we sell and contribute certain investments to these wholly owned subsidiaries pursuant to sale and contribution agreements by and between us and the wholly owned subsidiaries. No gain or loss is recognized as a result of these contributions. Proceeds from the SPV Asset Facilities are used to finance the origination and acquisition of eligible assets by the wholly owned subsidiary, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired to the wholly owned subsidiary through our ownership of the wholly owned subsidiary.

The SPV Asset Facilities are secured by a perfected first priority security interest in the assets of these wholly owned subsidiaries and on any payments received by such wholly owned subsidiaries in respect of those assets. Assets pledged to lenders under the SPV Asset Facilities will not be available to pay our debts.

The SPV Asset 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).

SPV Asset Facility I

On December 21, 2017, ORCC Financing LLC (“ORCC Financing”), a Delaware limited liability company and our subsidiary, entered into a Loan and Servicing Agreement (as amended, the “SPV Asset Facility I”), with ORCC Financing as Borrower, us as Transferor and Servicer, the lenders from time to time parties thereto, Morgan Stanley Asset Funding Inc. as administrative agent, State Street Bank and Trust Company as Collateral Agent and Cortland Capital Market Services LLC as Collateral Custodian.

The maximum principal amount of the SPV Asset Facility I is $400 million; the availability of this amount is subject to a borrowing base test, which is based on the value of ORCC Financing’s assets from time to time, and satisfaction of certain conditions, including certain concentration limits.

The SPV Asset Facility I provides for the ability to draw and redraw amounts under the SPV Asset Facility I for a period of up to three years after December 21, 2017 (the “SPV Asset Facility I Commitment Termination Date”). Unless otherwise terminated, the

SPV Asset Facility I will mature on December 21, 2022. Prior to December 21, 2022, proceeds received by ORCC Financing 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 December 21, 2022, ORCC Financing must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

Amounts drawn will bear interest at LIBOR plus a spread of 2.50% until the SPV Asset Facility I Commitment Termination Date. After the SPV Asset Facility I Commitment Termination Date, amounts drawn will bear interest at LIBOR plus a spread of 2.75%, increasing to 3.00% on the first anniversary of the SPV Asset Facility I Commitment Termination Date. We predominantly borrow utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. After a ramp-up period, there is an unused fee of 0.75% per annum on the amount, if any, by which the undrawn amount under the SPV Asset Facility I exceeds 25% of the maximum principal amount of the SPV Asset Facility I. For further details, see “ITEM 8. – Notes to Consolidated Financial Statements – Note 6. Debt.”

SPV Asset Facility II

On May 22, 2018, our subsidiary, ORCC Financing II LLC (“ORCC Financing II”), a Delaware limited liability company and our subsidiary, 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, 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 March 17, 2020 (the “SPV Asset Facility II Fifth Amendment Date”).

The maximum principal amount of the SPV Asset Facility II following the SPV Asset Facility II Fifth Amendment Date is $350 million (which includes terms loans of $100 million and revolving commitments of $250 million); 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 (1) draw term loans and (2) draw and redraw revolving loans under the SPV Asset Facility II for a period of up to 18 months after SPV Asset Facility II Fifth Amendment Date unless the revolving commitments are terminated or converted to term loans 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 May 22, 2028. Prior to the 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 us, subject to certain conditions. On October 10, 2026, 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 us.

With respect to revolving loans, amounts drawn bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus a spread that steps up from 2.20% to 2.50% during the period from the SPV Asset Facility II Fifth Amendment Date to the six month anniversary of the Reinvestment Period End Date. With respect to term loans, amounts drawn bear interest at LIBOR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and LIBOR plus 0.25%) plus a spread that steps up from 2.25% to 2.55% during the same period. We predominantly borrow utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. From the SPV Asset Facility II Fifth Amendment Date to the SPV Asset Facility II Commitment Termination Date, there is 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 II. For further details, see “ITEM 8. – Notes to Consolidated Financial Statements – Note 6. Debt.”

SPV Asset Facility III

On December 14, 2018, ORCC Financing III LLC (“ORCC Financing III”), a Delaware limited liability company and our subsidiary, entered into a Loan Financing and Servicing Agreement (the “SPV Asset Facility III”), with ORCC Financing III, as borrower, ourselves, as equity holder and services provider, the lenders from time to time parties thereto, 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 maximum principal amount of the SPV Asset Facility III is $500 million; the availability of this amount is subject to a borrowing base test, which is 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.

The SPV Asset Facility III provides for the ability to borrow, reborrow, repay and prepay advances under the SPV Asset Facility III for a period of up to three years after December 14, 2018 unless such period is extended or accelerated under the terms of the SPV Asset Facility III (the “SPV Asset Facility III Revolving Period”). Unless otherwise extended, accelerated or terminated under the terms of the SPV Asset Facility III, the SPV Asset Facility III will mature on the date that is two years after the last day of the SPV Asset Facility III Revolving Period (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by ORCC Financing III

from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding advances, and the excess may be returned to us, subject to certain conditions. On the Stated Maturity, ORCC Financing III must pay in full all outstanding fees and expenses and all principal and interest on outstanding advances, and the excess may be returned to us.

Amounts drawn bear interest at LIBOR (or, in the case of certain SPV Lenders III that are commercial paper conduits, the lower of (a) their cost of funds and (b) LIBOR, such LIBOR not to be lower than zero) plus a spread equal to 2.20% per annum, which spread will increase (a) on and after the end of the SPV Asset Facility III Revolving Period by 0.15% per annum if no event of default has occurred and (b) by 2.00% per annum upon the occurrence of an event of default (such spread, the “Applicable Margin”). LIBOR may be replaced as a base rate under certain circumstances. We predominantly borrow utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. During the Revolving Period, ORCC Financing III will pay 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 Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 50% and increasing to 75%) of the total commitments under the SPV Asset Facility III, ORCC Financing III will also pay 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. For further details, see “ITEM 8. – Notes to Consolidated Financial Statements – Note 6. Debt. “Unsecured Notes.”.

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, 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. On November 22, 2019 (the “SPV Asset Facility IV Amendment Date”), the parties to the SPV Asset Facility IV amended the SPV Asset Facility IV to increase the maximum principal amount of the SPV Asset Facility IV to $450 million in periodic increments through March 22, 2020.

From time to time, we expect to sell and contribute certain investments to ORCC Financing IV pursuant to a Sale and Contribution Agreement by and between us and ORCC Financing IV. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility IV will be used to finance the origination and acquisition of eligible assets by ORCC Financing IV, including the purchase of such assets from us. We retain a residual interest in assets contributed to or acquired by ORCC Financing IV through our ownership of ORCC Financing IV. The maximum principal amount of the Credit Facility is currently $450 million, subject to a ramp period; the availability of this amount is subject to an overcollateralization ratio test, which is 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 for a period of up to two years after the Closing Date unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility IV (the “Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility IV will mature on August 2, 2029 (the “Stated Maturity”). Prior to the Stated Maturity, proceeds received by ORCC Financing IV 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 us, subject to certain conditions. On the Stated Maturity, ORCC Financing IV must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.

CLOs

CLO I

On May 28, 2019 (the “CLO I Closing Date”), we completed a $596 million term debt securitization transaction (the “CLO I Transaction”), also known as a collateralized loan obligation transaction. 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 our 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.

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 Closing Date (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 three-month LIBOR 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 three-month LIBOR 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 three-month LIBOR 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 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. We own all of the CLO I Preferred Shares, and as such, are eliminated in consolidation. We act 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 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, we and ORCC Financing II LLC sold and contributed approximately $575 million par amount of middle market loans to the CLO I Issuer on the CLO I Closing Date. Such loans constituted the initial portfolio assets securing the CLO I Debt. We 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.

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 Secured Debt and the other secured parties under the Indenture will not be available to pay our debts.

CLO II

On December 12, 2019 (the “CLO II Closing Date”), we completed a $396.6 million term debt securitization transaction (the “CLO II Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO II Transaction 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 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 Issuer.

The CLO II 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 Closing Date (the “CLO II Indenture”), by and among the Issuers and State Street Bank and Trust Company: (i) $157 million of AAA(sf) Class A-1L Notes, which bear interest at three-month LIBOR plus 1.75%, (ii) $40 million of AAA(sf) Class A-1F Notes, which bear interest at a fixed rate of 3.44%, (iii) $20 million of AAA(sf) Class A-2 Notes, which bear interest at three-month LIBOR plus 2.20%, (iv) $40 million of AA(sf) Class B-L Notes, which bear interest at three-month LIBOR plus 2.75% and (v) $3 million of AA(sf) Class B-F Notes, which bear interest at a fixed rate of 4.46% (together, the “CLO II

Debt”). The CLO II Debt is scheduled to mature on January 20, 2031. The CLO II Debt was privately placed by Deutsche Bank Securities Inc. Upon the occurrence of certain triggering events relating to the end of LIBOR, a different benchmark rate will replace LIBOR as the reference rate for interest accruing on the CLO II Debt.

Concurrently with the issuance of the CLO II Debt, the CLO II Issuer issued approximately $136.6 million of subordinated securities in the form of 136,600 preferred shares at an issue price of U.S.$1,000 per share (the “CLO II Preferred Shares”). The CLO II 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 Debt. We purchased all of the CLO II Preferred Shares. We act as retention holder in connection with the CLO II 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 II Preferred Shares.

The CLO II Debt is secured by all of the assets of the CLO II 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 II Transaction, ORCC Financing III LLC and the Company sold and contributed approximately $400 million par amount of middle market loans to the CLO II Issuer on the CLO II Closing Date. Such loans constituted the initial portfolio assets securing the CLO II Debt. The Company and ORCC Financing III LLC each made customary representations, warranties, and covenants to the CLO II Issuer regarding such sales and contributions under a loan sale agreement.

Through January 20, 2022, a portion of the proceeds received by the CLO II Issuer from the loans securing the CLO II Debt may be used by the CLO II Issuer to purchase additional middle market loans under the direction of the Adviser as collateral manager for the CLO II Issuer and in accordance with the our investing strategy and ability to originate eligible middle market loans.

The CLO II Debt is the secured obligation of the CLO II Issuers, and the CLO II Indenture includes customary covenants and events of default. Assets pledged to holders of the Secured Debt and the other secured parties under the Indenture will not be available to pay our debts.

The CLO II Debt was offered in reliance on Section 4(a)(2) of the Securities Act. The CLO II Notes have not been registered under the Securities Act or any state securities 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. For further details, see “ITEM 8. – Notes to Consolidated Financial Statements – Note 6. Debt.”

CLO III

On March 26, 2020 (the “CLO III Closing Date”), we 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 us. The secured notes and preferred shares issued in the CLO III Transaction were issued by our 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.

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. We own all of the CLO III Preferred Shares, and as such, these securities are eliminated in consolidation. We act 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 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. Such loans constituted the initial portfolio assets securing the CLO III Debt. Us 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 our investing strategy and ability to originate eligible middle market loans.

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 2023 Notes have a fixed interest rate of 4.75% and are due on June 21, 2023. Interest on the 2023 Notes will be due semiannually. This interest rate is subject to increase (up to a maximum interest rate of 5.50%) in the event that, subject to certain exceptions, the 2023 Notes cease to have an investment grade rating. We are obligated to offer to repay the 2023 Notes at par if certain change in control events occur. The 2023 Notes are general unsecured obligations of us that rank pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.

The Note Purchase Agreement for the 2023 Notes contains 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.

In connection with the offering of the 2023 Notes, on December 21, 2017 we entered into a centrally cleared interest rate swap to continue to align the interest rates of our liabilities with our investment portfolio, which consists predominately of floating rate loans. The notional amount of the interest rate swap is $150 million. We will receive fixed rate interest semi-annually at 4.75% and pay variable rate interest monthly based on 1-month LIBOR plus 2.545%. The interest rate swap matures on December 21, 2021. For the three months ended March 31, 2020, we made periodic payments of $1.6 million. For the three months ended March 31, 2019, we made periodic payments $1.9 million. The interest expense related to the 2023 Notes is 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. As of March 31, 2020 and December 31, 2019, the interest rate swap had a fair value of $4.9 million and $1.7 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 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. For further details, see “ITEM 8. – Notes to Consolidated Financial Statements – Note 6. Debt.”

2024 Notes

On April 10, 2019, we 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 5.250% per year, payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2019. We 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 we redeem 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 to continue to align interest rates of its liabilities with the investment portfolio, which consists of predominantly floating rate loans. 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 LIBOR plus 2.937%. The interest rate swaps mature on April 10, 2024. For the three months ended March 31, 2020 and 2019, we made no periodic payments. 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 our Consolidated Statements of Operations. As of March 31, 2020 and December 31, 2019, the interest rate swap had a fair value of $30.4 million and $10.8 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 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 2024 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. For further details, see “ITEM 8. – Notes to Consolidated Financial Statements – Note 6. Debt.”

2025 Notes

On October 8, 2019, we 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. We 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 we redeem 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. “ITEM 8. – Notes to Consolidated Financial Statements – Note 6. Debt.”

July 2025 Notes

Off-Balance Sheet Arrangements

Portfolio Company Commitments

From time to time, we may enter into commitments to fund investments. As of March 31, 2020 and December 31, 2019, we had the following outstanding commitments to fund investments in current portfolio companies:

Portfolio Company	Investment	March 31, 2020		December 31, 2019
($ in thousands)
11849573 Canada Inc. (dba Intelerad Medical Systems Incorporated)	First lien senior secured delayed draw term loan	$	2,262	$	—
11849573 Canada Inc. (dba Intelerad Medical Systems Incorporated)	First lien senior secured revolving loan		—		—
3ES Innovation Inc. (dba Aucerna)	First lien senior secured revolving loan		3,893		3,893
Accela, Inc.	First lien senior secured revolving loan		3,000		—
Amspec Services Inc.	First lien senior secured revolving loan		289		9,038
Apptio, Inc.	First lien senior secured revolving loan		2,779		2,779
Aramsco, Inc.	First lien senior secured revolving loan		3,910		6,842
Associations, Inc.	First lien senior secured delayed draw term loan		16,737		17,949
Associations, Inc.	First lien senior secured revolving loan		—		11,543
BIG Buyer, LLC	First lien senior secured delayed draw term loan		11,250		11,250
BIG Buyer, LLC	First lien senior secured revolving loan		2,500		3,750
Caiman Merger Sub LLC (dba City Brewing)	First lien senior secured revolving loan		12,881		12,881
ConnectWise, LLC	First lien senior secured revolving loan		20,005		20,005
Covenant Surgical Partners, Inc.	First lien senior secured delayed draw term loan		—		2,800
Definitive Healthcare Holdings, LLC	First lien senior secured delayed draw term loan		43,478		43,478
Definitive Healthcare Holdings, LLC	First lien senior secured revolving loan		—		10,870
Douglas Products and Packaging Company LLC	First lien senior secured revolving loan		—		7,872
Endries Acquisition, Inc.	First lien senior secured delayed draw term loan		41,018		51,638
Endries Acquisition, Inc.	First lien senior secured revolving loan		27,000		27,000
Entertainment Benefits Group, LLC	First lien senior secured revolving loan		1,640		9,600
Galls, LLC	First lien senior secured revolving loan		964		3,719
Galls, LLC	First lien senior secured delayed draw term loan		—		29,181
GC Agile Holdings Limited (dba Apex Fund Services)	First lien senior secured revolving loan		5,193		10,386
Genesis Acquisition Co. (dba Procare Software)	First lien senior secured delayed draw term loan		4,745		4,745
Genesis Acquisition Co. (dba Procare Software)	First lien senior secured revolving loan		—		1,714
Gerson Lehrman Group, Inc.	First lien senior secured revolving loan		8,086		21,563
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured delayed draw term loan		32,400		32,400
HGH Purchaser, Inc. (dba Horizon Services)	First lien senior secured revolving loan		2,916		7,938
Hometown Food Company	First lien senior secured revolving loan		565		4,235
Ideal Tridon Holdings, Inc.	First lien senior secured revolving loan		1,882		5,400
Ideal Tridon Holdings, Inc.	First lien senior secured delayed draw term loan		381		381
Individual Foodservice Holdings, LLC	First lien senior secured delayed draw term loan		26,597		42,500
Individual Foodservice Holdings, LLC	First lien senior secured revolving loan		14,280		24,225
Instructure, Inc.	First lien senior secured revolving loan		5,554		—

Portfolio Company	Investment	March 31, 2020		December 31, 2019
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan		—		16,587
Integrity Marketing Acquisition, LLC	First lien senior secured delayed draw term loan		—		32,573
Integrity Marketing Acquisition, LLC	First lien senior secured revolving loan		—		14,832
Interoperability Bidco, Inc.	First lien senior secured delayed draw term loan		8,000		8,000
Interoperability Bidco, Inc.	First lien senior secured revolving loan		—		4,000
IQN Holding Corp. (dba Beeline)	First lien senior secured revolving loan		15,532		15,532
KWOR Acquisition, Inc. (dba Worley Claims Services)	First lien senior secured delayed draw term loan		2,063		2,428
KWOR Acquisition, Inc. (dba Worley Claims Services)	First lien senior secured revolving loan		4,160		5,200
Lazer Spot G B Holdings, Inc.	First lien senior secured delayed draw term loan		3,757		13,417
Lazer Spot G B Holdings, Inc.	First lien senior secured revolving loan		1,422		24,687
Lightning Midco, LLC (dba Vector Solutions)	First lien senior secured delayed draw term loan		1,764		1,764
Lightning Midco, LLC (dba Vector Solutions)	First lien senior secured revolving loan		935		5,318
Litera Bidco LLC	First lien senior secured revolving loan		—		5,738
Lytx, Inc.	First lien senior secured revolving loan		—		2,033
Lytx, Inc.	First lien senior secured delayed draw term loan		18,788		—
Manna Development Group, LLC	First lien senior secured revolving loan		954		3,469
Mavis Tire Express Services Corp.	Second lien senior secured delayed draw term loan		11,375		34,831
MINDBODY, Inc.	First lien senior secured revolving loan		—		6,071
Nelipak Holding Company	First lien senior secured revolving loan		—		4,690
Nelipak Holding Company	First lien senior secured revolving loan		4,313		6,970
NMI Acquisitionco, Inc. (dba Network Merchants)	First lien senior secured revolving loan		—		646
Norvax, LLC (dba GoHealth)	First lien senior secured revolving loan		12,273		12,273
Offen, Inc.	First lien senior secured delayed draw term loan		5,310		5,310
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured delayed draw term loan		40,755		—
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured delayed draw term loan		21,450		—
Peter C. Foy & Associated Insurance Services, LLC	First lien senior secured revolving loan		10,725		—
Project Power Buyer, LLC (dba PEC-Veriforce)	First lien senior secured revolving loan		3,188		3,188
Professional Plumbing Group, Inc.	First lien senior secured revolving loan		1,329		5,757
Reef Global, Inc. (fka Cheese Acquisition, LLC)	First lien senior secured revolving loan		5,377		16,364
RSC Acquisition, Inc (dba Risk Strategies)	First lien senior secured delayed draw term loan		9,260		10,894
RSC Acquisition, Inc (dba Risk Strategies)	First lien senior secured revolving loan		1,702		1,702
RxSense Holdings, LLC	First lien senior secured revolving loan		—		4,047
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)	First lien senior secured delayed draw term loan		924		924
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)	First lien senior secured revolving loan		5,880		3,480
TC Holdings, LLC (dba TrialCard)	First lien senior secured revolving loan		7,685		7,685

Portfolio Company	Investment	March 31, 2020		December 31, 2019
THG Acquisition, LLC (dba Hilb)	First lien senior secured delayed draw term loan		13,894		16,841
THG Acquisition, LLC (dba Hilb)	First lien senior secured revolving loan		1,796		5,614
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)	First lien senior secured revolving loan		3,832		6,387
Troon Golf, L.L.C.	First lien senior secured revolving loan		3,655		14,426
TSB Purchaser, Inc. (dba Teaching Strategies, Inc.)	First lien senior secured revolving loan		3,010		3,010
Ultimate Baked Goods Midco, LLC	First lien senior secured revolving loan		3,176		4,066
Valence Surface Technologies LLC	First lien senior secured delayed draw term loan		6,000		30,000
Valence Surface Technologies LLC	First lien senior secured revolving loan		49		10,000
Wingspire Capital Holdings LLC	LLC Interest		51,086		48,552
WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured revolving loan		91		13,920
WU Holdco, Inc. (dba Weiman Products, LLC)	First lien senior secured delayed draw term loan		—		16,943
Zenith Energy U.S. Logistics Holdings, LLC	First lien senior secured delayed draw term loan		10,000		—
Total Unfunded Portfolio Company Commitments		$	591,715	$	891,744

We maintain sufficient borrowing capacity to cover outstanding unfunded portfolio company commitments that we may be required to fund. We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we maintain sufficient borrowing capacity within the 200% asset coverage limitation to cover any outstanding portfolio company unfunded commitments we are required to fund.

Other Commitments and Contingencies

We had raised $5.5 billion in total Capital Commitments from investors, of which $112.4 million is from executives of Owl Rock. As of June 17, 2019, all outstanding Capital Commitments had been drawn.

In connection with the IPO, on July 22, 2019, we entered into the Company 10b5-1 Plan, to acquire up to $150 million in the aggregate of our common stock at prices below its net asset value per share over a specified period, in accordance with the guidelines specified in Rule 10b-18 and Rule 10b5-1 of the Exchange Act. The Company 10b5-1 Plan commenced on August 19, 2019. As of March 31, 2020, Goldman, Sachs & Co., as agent, has repurchased 4,096,546 shares of our common stock pursuant to the Company 10b5-1 Plan for approximately $48.0 million. As of April 30, 2020, the approximate dollar value of our common stock remaining to be purchased under the Company Plan is $27.8 million.

From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At March 31, 2020, we were not aware of any pending or threatened litigation.

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Contractual Obligations

A summary of our contractual payment obligations under our credit facilities as of March 31, 2020, is as follows:

	Payments Due by Period
($ in millions)	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
Revolving Credit Facility	$	391.9	$	—	$	—		391.9		—
SPV Asset Facility I		300.0		—		300.0		—		—
SPV Asset Facility II		350.0		—		—		—		350.0
SPV Asset Facility III		175.0		—		—		175.0		—
SPV Asset Facility IV		60.2		—		—		—		60.2
CLO I		390.0		—		—		—		390.0
CLO II		260.0		—		—		—		260.0
CLO III		260.0		—		—		—		260.0
2023 Notes		150.0		—		—		150.0		—
2024 Notes		400.0		—		—		400.0		—
2025 Notes		425.0		—		—		425.0		—
July 2025 Notes		500.0		—		—		—		500.0
Total Contractual Obligations	$	3,662.1	$	—	$	300.0	$	1,541.9	$	1,820.2

Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

•

the Investment Advisory Agreement;

•

the Administration Agreement; and

•

the License Agreement.

In addition to the aforementioned agreements, we, our Adviser and certain of our Adviser’s affiliates have been granted exemptive relief by the SEC to co-invest with other funds managed by our Adviser or its affiliates, including Owl Rock Capital Corporation II and Owl Rock Technology Finance Corp., in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.

We invest together with Regents through Sebago Lake, a controlled affiliated investment as defined in the 1940 Act. See “ITEM 1. – Notes to Consolidated Financial Statements – Note 3. Agreements and Related Party Transactions” for further details.

Critical Accounting Policies

The preparation of the consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting policies should be read in connection with our risk factors as described in “ITEM 1A. RISK FACTORS.”

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 (excluding prepayment fees, if any) and the amortized cost basis of the investment using the specific identification method without regard to unrealized gains or losses previously recognized, and include investments charged off during the period, net of recoveries. The net change in unrealized gains or losses primarily reflects the change in investment values, including the reversal of previously recorded unrealized gains or losses with respect to investments realized during the period.

Investments for which market quotations are readily available are typically valued at the bid price of those market quotations. To validate market quotations, we utilize 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 our investments, are valued at fair value as determined in good faith by our Board, based on, among other things, the input of the Adviser, our audit committee and independent third-party valuation firm(s) engaged at the direction of the Board.

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As part of the valuation process, the Board takes into account relevant factors in determining the fair value of our 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 transaction, public offering or subsequent equity sale occurs, the Board considers whether the pricing indicated by the external event corroborates its valuation.

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

•

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

•

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

•

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

•

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

We conduct this valuation process on a quarterly basis.

We apply Financial Accounting Standards Board Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended, which establishes a framework for measuring fair value in accordance with U.S. GAAP and required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, we consider 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 we have 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 quarter in which the transfer occurred. In addition to using the above inputs in investment valuations, we apply the valuation policy approved by our Board that is consistent with ASC 820. Consistent with the valuation policy, we evaluate the source of the inputs, including any markets in which our 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 (that is, broker quotes), we subject 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, we, or the independent valuation firm(s), review 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 our 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 we 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.

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Interest and Dividend Income Recognition

Distributions

We have elected to be treated for U.S. federal income tax purposes, and qualify annually thereafter, as a RIC under Subchapter M of the Code. To obtain and maintain our tax treatment as a RIC, we must distribute (or be deemed to distribute) in each taxable year distributions for tax purposes equal to at least 90 percent of the sum of our:

•

investment company taxable income (which is generally our ordinary income plus the excess of realized short-term capital gains over realized net long-term capital losses), determined without regard to the deduction for dividends paid, for such taxable year; and

•

net tax-exempt interest income (which is the excess of our gross tax-exempt interest income over certain disallowed deductions) for such taxable year.

As a RIC, we (but not our shareholders) generally will not be subject to U.S. federal tax on investment company taxable income and net capital gains that we distribute to our shareholders.

We intend to distribute annually all or substantially all of such income. To the extent that we retain our net capital gains or any investment company taxable income, we generally will be subject to corporate-level U.S. federal income tax. We can be expected to carry forward our net capital gains or any investment company taxable income in excess of current year dividend distributions, and pay the U.S. federal excise tax as described below.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. We may be subject to a nondeductible 4% U.S. federal excise tax if we do not distribute (or are treated as distributing) during each calendar year an amount at least equal to the sum of:

•

98% of our net ordinary income excluding certain ordinary gains or losses for that calendar year;

•

98.2% of our capital gain net income, adjusted for certain ordinary gains and losses, recognized for the twelve-month period ending on October 31 of that calendar year; and

•

100% of any income or gains recognized, but not distributed, in preceding years.

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% U.S. federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed and as a result, in such cases, the excise tax will be imposed. In such an event, we will be liable for this tax only on the amount by which we do not meet the foregoing distribution requirement.

We intend to pay quarterly distributions to our shareholders out of assets legally available for distribution. All distributions will be paid at the discretion of our Board and will depend on our earnings, financial condition, maintenance of our tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as our Board may deem relevant from time to time.

To the extent our current taxable earnings for a year fall below the total amount of our distributions for that year, a portion of those distributions may be deemed a return of capital to our shareholders for U.S. federal income tax purposes. Thus, the source of a distribution to our shareholders may be the original capital invested by the shareholder rather than our income or gains. Shareholders should read written disclosure carefully and should not assume that the source of any distribution is our ordinary income or gains.

We have adopted an “opt out” dividend reinvestment plan for our common shareholders. As a result, if we declare a cash dividend or other distribution, each shareholder that has not “opted out” of our dividend reinvestment plan will have their dividends or

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distributions automatically reinvested in additional shares of our common stock rather than receiving cash distributions. Shareholders who receive distributions in the form of shares of common stock will be subject to the same U.S. federal, state and local tax consequences as if they received cash distributions.

Income Taxes

We have elected to be treated as a BDC under the 1940 Act. We have also elected to be treated as a RIC under the Code beginning with the taxable year ending December 31, 2016 and intend to continue to qualify as a RIC. So long as we maintain our tax treatment as a RIC, we generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that we distribute at least annually to our shareholders as distributions. Rather, any tax liability related to income earned and distributed by us represents obligations of our investors and will not be reflected in our consolidated financial statements.

To qualify as a RIC, we must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, we must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income” for that year, which is generally our ordinary income plus the excess of our realized net short-term capital gains over our realized net long-term capital losses. In order for us to not be subject to U.S. federal excise taxes, we must distribute annually an amount at least equal to the sum of (i) 98% of our net ordinary income (taking into account certain deferrals and elections) for the calendar year, (ii) 98.2% of our 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. We, at our discretion, may carry forward taxable income in excess of calendar year dividends and pay a 4% nondeductible U.S. excise tax on this income.

We evaluate tax positions taken or expected to be taken in the course of preparing our 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, 2019. The 2016 through 2018 tax years remain subject to examination by U.S. federal, state and local tax authorities.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed below. We are subject to financial market risks, including valuation risk and interest rate risk.

Valuation Risk

We have invested, and plan to continue to invest, primarily in illiquid debt and equity securities of private companies. Most of our investments will not have a readily available market price, and we value these investments at fair value as determined in good faith by our Board, based on, among other things, the input of the Adviser, our Audit Committee and independent third-party valuation firm(s) engaged at the direction of the Board, and in accordance with our valuation policy. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material.

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure you that a significant change in market interest rates will not have a material adverse effect on our net investment income.

As of March 31, 2020, 100.0% of our debt investments based on fair value in our portfolio were at floating rates.

Based on our Consolidated Statements of Assets and Liabilities as of March 31, 2020, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates on our debt investments (considering interest rate floors for floating rate instruments) assuming each floating rate investment is subject to 3-month LIBOR and there are no changes in our investment and borrowing structure:

($ in millions)	Interest Income			Interest Expense			Net Income
Up 300 basis points	$	280.0		$	78.7		$	201.3
Up 200 basis points	$	186.7		$	52.5		$	134.2
Up 100 basis points	$	93.3		$	26.2		$	67.1
Down 50 basis points	$	(42.0	)	$	(13.1	)	$	(28.9	)
Down 100 basis points	$	(48.8	)	$	(26.2	)	$	(22.6	)
Down 150 basis points	$	(54.8	)	$	(39.4	)	$	(15.4	)

We may in the future hedge against interest rate fluctuations by using hedging instruments such as additional interest rate swaps, futures, options, and forward contracts. While hedging activities may mitigate our exposure to adverse fluctuations in interest rates, certain hedging transactions that we may enter into in the future, such as interest rate swap agreements, may also limit our ability to participate in the benefits of lower interest rates with respect to our portfolio investments.

Currency Risk

From time to time, we may make investments that are denominated in a foreign currency. These investments are translated into U.S. dollars at each balance sheet date, exposing us to movements in foreign exchange rates. We may employ hedging techniques to minimize these risks, but we cannot assure you that such strategies will be effective or without risk to us. We may seek to utilize instruments such as, but not limited to, forward contracts to seek to hedge against fluctuations in the relative values of our portfolio positions from changes in currency exchange rates. We also have the ability to borrow in certain foreign currencies under our credit facilities. Instead of entering into a foreign currency forward contract in connection with loans or other investments we have made that are denominated in a foreign currency, we may borrow in that currency to establish a natural hedge against our loan or investment. To the extent the loan or investment is based on a floating rate other than a rate under which we can borrow under our credit facilities, we may seek to utilize interest rate derivatives to hedge our exposure to changes in the associated rate.

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Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b)

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, “ITEM 1A. RISK FACTORS” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic, creates and exacerbates risks.

Social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest) will occur that create uncertainty and have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which companies and their investments are exposed. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region or financial market will, more frequently, adversely impact issuers in other countries, regions or markets, including in established markets such as the U.S. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat.

Uncertainty can result in or coincide with, among other things: increased volatility in the financial markets for securities, derivatives, loans, credit and currency; a decrease in the reliability of market prices and difficulty in valuing assets (including portfolio company assets); greater fluctuations in spreads on debt investments and currency exchange rates; increased risk of default (by both government and private obligors and issuers); further social, economic, and political instability; nationalization of private enterprise; greater governmental involvement in the economy or in social factors that impact the economy; changes to governmental regulation and supervision of the loan, securities, derivatives and currency markets and market participants and decreased or revised monitoring of such markets by governments or self-regulatory organizations and reduced enforcement of regulations; limitations on the activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; the significant loss of liquidity and the inability to purchase, sell and otherwise fund investments or settle transactions (including, but not limited to, a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on credit and securities markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments.

For example, in December 2019, COVID-19 emerged in China and has since spread rapidly to other countries, including the United States. This outbreak has led and for an unknown period of time will continue to lead to disruptions in local, regional, national and global markets and economies affected thereby. With respect to the U.S. credit markets (in particular for middle market loans), this outbreak has resulted in, and until fully resolved is likely to continue to result in, the following among other things: (i) government imposition of various forms of shelter in place orders and the closing of "non-essential" businesses, resulting in significant disruption to the businesses of many middle-market loan borrowers including supply chains, demand and practical aspects of their operations, as well as in lay-offs of employees, and, while these effects are hoped to be temporary, some effects could be persistent or even permanent; (ii) increased draws by borrowers on revolving lines of credit; (iii) increased requests by borrowers for amendments and waivers of their credit agreements to avoid default, increased defaults by such borrowers and/or increased difficulty in obtaining refinancing at the maturity dates of their loans; (iv) volatility and disruption of these markets including greater volatility in pricing and spreads and difficulty in valuing loans during periods of increased volatility, and liquidity issues; and (v) rapidly evolving proposals and/or actions by state and federal governments to address problems being experienced by the markets and by businesses and the economy in general which will not necessarily adequately address the problems facing the loan market and middle market businesses. This outbreak is having, and any future outbreaks could have, an adverse impact on the markets and the economy in general, which could have a material adverse impact on, among other things, the ability of lenders to originate loans, the volume and type of loans originated, and the volume and type of amendments and waivers granted to borrowers and remedial actions taken in the event of a borrower default, each of which could negatively impact the amount and quality of loans available for investment by us and returns to us, among other things. As of the date of this Quarterly Report, it is impossible to determine the scope of this outbreak, or any future outbreaks, how long any such outbreak, market disruption or uncertainties may last, the effect any governmental actions will have or the full potential impact on us and our portfolio companies.

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Although it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact us, our portfolio companies and our investments, it is clear that these types of events are impacting and will, for at least some time, continue to impact us and our portfolio companies and, in many instances, the impact will be adverse and profound. For example, middle market companies in which we may invest are being significantly impacted by these emerging events and the uncertainty caused by these events. The effects of a public health emergency may materially and adversely impact (i) the value and performance of us and our portfolio companies, (ii) the ability of our borrowers to continue to meet loan covenants or repay loans provided by us on a timely basis or at all, which may require us to restructure our investments or write down the value of our investments, (iii) our ability to repay debt obligations, on a timely basis or at all, or (iv) our ability to source, manage and divest investments and achieve our investment objectives, all of which could result in significant losses to us.

If the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, loan non-accruals, problem assets, and bankruptcies may increase. In addition, collateral for our loans may decline in value, which could cause loan losses to increase and the net worth and liquidity of loan guarantors could decline, impairing their ability to honor commitments to us. An increase in loan delinquencies and non-accruals or a decrease in loan collateral and guarantor net worth could result in increased costs and reduced income which would have a material adverse effect on our business, financial condition or results of operations

We will also be negatively affected if the operations and effectiveness of us or a portfolio company (or any of the key personnel or service providers of the foregoing) is compromised or if necessary or beneficial systems and processes are disrupted.

The COVID-19 pandemic has caused severe disruptions in the U.S. economy and has disrupted financial activity in the areas in which we or our portfolio companies operate.

The COVID-19 pandemic has resulted in numerous deaths, adversely impacted global commercial activity and contributed to significant volatility in certain equity and debt markets. The global impact of the outbreak is rapidly evolving, and many countries have reacted by instituting quarantines, prohibitions on travel and the closure of offices, businesses, schools, retail stores and other public venues. Businesses are also implementing similar precautionary measures. Such measures, as well as the general uncertainty surrounding the dangers and impact of COVID-19, have created significant disruption in supply chains and economic activity and are having a particularly adverse impact on transportation, hospitality, tourism, entertainment and other industries, including industries in which certain of our portfolio companies operate. The impact of COVID-19 has led to significant volatility and declines in the global public equity markets and it is uncertain how long this volatility will continue. As COVID-19 continues to spread, the potential impacts, including a global, regional or other economic recession, are increasingly uncertain and difficult to assess. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn.

Disruptions in the capital markets caused by the COVID-19 pandemic have increased the spread between the yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions and/or illiquidity would be expected to have an adverse effect on our business, financial condition, results of operations and cash flows. Unfavorable economic conditions also would be expected to increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us. These events have limited and could continue to limit our investment originations, limit our ability to grow and have a material negative impact on our and our portfolio companies’ operating results and the fair values of our debt and equity investments.

Any public health emergency, including the COVID-19 pandemic or any outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.

The extent of the impact of any public health emergency, including the COVID-19 pandemic, on our and our portfolio companies’ operational and financial performance will depend on many factors, including the duration and scope of such public health emergency, the actions taken by governmental authorities to contain its financial and economic impact, the extent of any related travel advisories and restrictions implemented, the impact of such public health emergency on overall supply and demand, goods and services, investor liquidity, consumer confidence and levels of economic activity and the extent of its disruption to important global, regional and local supply chains and economic markets, all of which are highly uncertain and cannot be predicted. In addition, our and our portfolio companies’ operations may be significantly impacted, or even temporarily or permanently halted, as a result of government quarantine measures, voluntary and precautionary restrictions on travel or meetings and other factors related to a public health emergency, including its potential adverse impact on the health of any of our or our portfolio companies’ personnel. This could create widespread business continuity issues for us and our portfolio companies.

These factors may also cause the valuation of our investments to differ materially from the values that we may ultimately realize. Our valuations, and particularly valuations of private investments and private companies, are inherently uncertain, may fluctuate over short periods of time and are often based on estimates, comparisons and qualitative evaluations of private information.

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As a result, our valuations may not show the completed or continuing impact of the COVID-19 pandemic and the resulting measures taken in response thereto. Any public health emergency, including the COVID-19 pandemic or any outbreak of other existing or new epidemic diseases, or the threat thereof, and the resulting financial and economic market uncertainty could have a significant adverse impact on us and the fair value of our investments and our portfolio companies.

The capital markets are currently in a period of disruption and economic uncertainty. Such market conditions have materially and adversely affected debt and equity capital markets, which have had, and may continue to have, a negative impact on our business and operations.

The U.S. capital markets have experienced extreme volatility and disruption following the global outbreak of COVID-19 that began in December 2019, as evidenced by the volatility in global stock markets as a result of, among other things, uncertainty surrounding the COVID-19 pandemic and the fluctuating price of commodities such as oil. Despite actions of the U.S. federal government and foreign governments, these events have contributed to worsening general economic conditions that are materially and adversely impacting the broader financial and credit markets and reducing the availability of debt and equity capital for the market as a whole. These conditions could continue for a prolonged period of time or worsen in the future.

Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 pandemic on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when the coronavirus can be controlled and abated and when and how the economy may be reopened. As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

•

Current market conditions may make it difficult to raise equity capital because, subject to some limited exceptions, as a BDC, we are generally not able to issue additional shares of our common stock at a price less than the NAV per share without first obtaining approval for such issuance from our stockholders and our independent directors. In addition, these market conditions may make it difficult to access or obtain new indebtedness with similar terms to our existing indebtedness.

•

Significant changes or volatility in the capital markets may also have a negative effect on the valuations of our investments. While most of our investments are not publicly traded, applicable accounting standards require us to assume as part of our valuation process that our investments are sold in a principal market to market participants (even if we plan on holding an investment through its maturity).

•

Significant changes in the capital markets, such as the recent disruption in economic activity caused by the COVID-19 pandemic, have adversely affected, and may continue to adversely affect, the pace of our investment activity and economic activity generally. Additionally, the recent disruption in economic activity caused by the COVID-19 pandemic has had, and may continue to have, a negative effect on the potential for liquidity events involving our investments. The illiquidity of our investments may make it difficult for us to sell such investments to access capital if required, and as a result, we could realize significantly less than the value at which we have recorded our investments if we were required to sell them for liquidity purposes. An inability to raise or access capital, and any required sale of all or a portion of our investments as a result, could have a material adverse effect on our business, financial condition or results of operations.

The current period of capital markets disruption and economic uncertainty may make it difficult to extend the maturity of, or refinance, our existing indebtedness or obtain new indebtedness and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.

Current market conditions may make it difficult to extend the maturity of or refinance our existing indebtedness or obtain new indebtedness with similar terms and any failure to do so could have a material adverse effect on our business. The debt capital that will be available to us in the future, if at all, may be at a higher cost and on less favorable terms and conditions than what we currently experience, including being at a higher cost in rising rate environments. If we are unable to raise or refinance debt, then our equity investors may not benefit from the potential for increased returns on equity resulting from leverage and we may be limited in our ability to make new commitments or to fund existing commitments to our portfolio companies. An inability to extend the maturity of, or refinance, our existing indebtedness or obtain new indebtedness could have a material adverse effect on our business, financial condition or results of operations.

Global economic, political and market conditions may adversely affect our business, financial condition and results of operations, including our revenue growth and profitability.

The current worldwide financial markets situation, as well as various social and political tensions in the United States and around the world (including wars and other forms of conflict, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may contribute to increased market volatility, may have long term effects on the United States and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide. For example, the outbreak in December 2019 of COVID-19, continues to adversely impact global commercial activity and has contributed to significant volatility in financial markets. We monitor developments and seek to manage

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our investments in a manner consistent with achieving our investment objective, but there can be no assurance that we will be successful in doing so. See “—Political, social and economic uncertainty, including uncertainty related to the COVID-19 pandemic, creates and exacerbates risks.”

Economic recessions or downturns could impair our portfolio companies and harm our operating results.

Many of our portfolio companies may be susceptible to economic slowdowns or recessions and may be unable to repay our debt investments during these periods. The recent global outbreak of COVID-19 has disrupted economic markets, and the prolonged economic impact is uncertain. Some economists and major investment banks have expressed concern that the continued spread of the virus globally could lead to a world-wide economic downturn. Many manufacturers of goods in China and other countries in Asia have seen a downturn in production due to the suspension of business and temporary closure of factories in an attempt to curb the spread of the illness. As the impact of COVID-19 spreads to other parts of the world, similar impacts may occur with respect to affected countries. In the past, instability in the global capital markets resulted in disruptions in liquidity in the debt capital markets, significant write-offs in the financial services sector, the re-pricing of credit risk in the broadly syndicated credit market and the failure of major domestic and international financial institutions. In particular, in past periods of instability, the financial services sector was negatively impacted by significant write-offs as the value of the assets held by financial firms declined, impairing their capital positions and abilities to lend and invest. In addition, continued uncertainty surrounding the negotiation of trade deals between Britain and the European Union following the United Kingdom’s exit from the European Union and uncertainty between the United States and other countries, including China, with respect to trade policies, treaties, and tariffs, among other factors, have caused disruption in the global markets. There can be no assurance that market conditions will not worsen in the future.

In an economic downturn, we may have non-performing assets or non-performing assets may increase, and the value of our portfolio is likely to decrease during these periods. Adverse economic conditions may also decrease the value of any collateral securing our loans. A severe recession may further decrease the value of such collateral and result in losses of value in our portfolio and a decrease in our revenues, net income, assets and net worth. Unfavorable economic conditions also could increase our funding costs, limit our access to the capital markets or result in a decision by lenders not to extend credit to us on terms we deem acceptable. These events could prevent us from increasing investments and harm our operating results.

The occurrence of recessionary conditions and/or negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our investments, and our ongoing operations, costs and profitability. Any such unfavorable economic conditions, including rising interest rates, may also increase our funding costs, limit our access to capital markets or negatively impact our ability to obtain financing, particularly from the debt markets. In addition, any future financial market uncertainty could lead to financial market disruptions and could further impact our ability to obtain financing. These events could limit our investment originations, limit our ability to grow and negatively impact our operating results and financial condition.

Terrorist attacks, acts of war, global health emergencies or natural disasters may impact the businesses in which we invest and harm our business, operating results and financial condition.

Terrorist acts, acts of war, global health emergencies or natural disasters may disrupt our operations, as well as the operations of the businesses in which we invest. Such acts have created, and continue to create, economic and political uncertainties and have contributed to global economic instability. Future terrorist activities, military or security operations, global health emergencies or natural disasters could further weaken the domestic/global economies and create additional uncertainties, which may negatively impact the businesses in which we invest directly or indirectly and, in turn, could have a material adverse impact on our business, operating results and financial condition. Losses from terrorist attacks, global health emergencies and natural disasters are generally uninsurable.

Internal and external cyber threats, as well as other disasters, could impair our ability to conduct business effectively.

The occurrence of a disaster, such as a cyber-attack against us or against a third-party that has access to our data or networks, a natural catastrophe, an industrial accident, failure of our disaster recovery systems, or consequential employee error, could have an adverse effect on our ability to communicate or conduct business, negatively impacting our operations and financial condition. This adverse effect can become particularly acute if those events affect our electronic data processing, transmission, storage, and retrieval systems, or impact the availability, integrity, or confidentiality of our data.

We depend heavily upon computer systems to perform necessary business functions. Despite our implementation of a variety of security measures, our computer systems, networks, and data, like those of other companies, could be subject to cyber-attacks and unauthorized access, use, alteration, or destruction, such as from physical and electronic break-ins or unauthorized tampering. If one or more of these events occurs, it could potentially jeopardize the confidential, proprietary, and other information processed, stored in, and transmitted through our computer systems and networks. Such an attack could cause interruptions or malfunctions in our operations, which could result in financial losses, litigation, regulatory penalties, client dissatisfaction or loss, reputational damage, and increased costs associated with mitigation of damages and remediation.

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Third parties with which we do business may also be sources of cybersecurity or other technological risk. We outsource certain functions and these relationships allow for the storage and processing of our information, as well as client, counterparty, employee, and borrower information. While we engage in actions to reduce our exposure resulting from outsourcing, ongoing threats may result in unauthorized access, loss, exposure, destruction, or other cybersecurity incidents that adversely affects our data, resulting in increased costs and other consequences as described above.

We and our service providers are currently impacted by quarantines and similar measures being enacted by governments in response to COVID-19, which are obstructing the regular functioning of business workforces (including requiring employees to work from external locations and their homes). Accordingly, the risks described above are heightened under current conditions.

The market value of our common stock may fluctuate significantly.

The market value and liquidity, if any, of the market for shares of our common stock may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include:

•

changes in the value of our portfolio of investments and derivative instruments as a result of changes in market factors, such as interest rate shifts, and also portfolio specific performance, such as portfolio company defaults, among other reasons;

•

changes in regulatory policies or tax guidelines, particularly with respect to RICs or business development companies;

•

loss of RIC tax treatment or business development company status;

•

distributions that exceed our net investment income and net income as reported according to U.S. GAAP;

•

changes in earnings or variations in operating results;

•

changes in accounting guidelines governing valuation of our investments;

•

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

•

departure of our Adviser or certain of its key personnel;

•

general economic trends and other external factors;

•

loss of a major funding source; and

•

the length and duration of the COVID-19 outbreak in the U.S. as well as worldwide and the magnitude of the economic impact of that outbreak.

The interest rates of our term loans to our portfolio companies that extend beyond 2021 might be subject to change based on recent regulatory changes.

LIBOR, the London Interbank Offered Rate, is the basic rate of interest used in lending transactions between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. We typically use LIBOR as a reference rate in term loans we extend to portfolio companies such that the interest due to us pursuant to a term loan extended to a portfolio company is calculated using LIBOR. The terms of our debt investments generally include minimum interest rate floors which are calculated based on LIBOR.

The United Kingdom's Financial Conduct Authority (the “FCA”), which regulates LIBOR, announced that it will not compel panel banks to contribute to LIBOR after 2021. It is unclear if at that time LIBOR will cease to exist or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. Central banks and regulators in a number of major jurisdictions (for example, United States, United Kingdom, European Union, Switzerland and Japan) have convened working groups to find, and implement the transition to, suitable replacements for interbank offered rates (“IBORs”). To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee (“ARRC”), a U.S.-based group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, was formed. The ARRC has identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. In addition, on March 25, 2020, the FCA stated that although the central assumption that firms cannot rely on LIBOR being published after the end of 2021 has not changed, the outbreak of COVID-19 has impacted the timing of many firms’ transition planning, and the FCA will continue to assess the impact of the COVID-19 outbreak on transition timelines and update the marketplace as soon as possible. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, at this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or other reforms to LIBOR that may be enacted in the United States, United Kingdom or elsewhere or, whether the COVID-19 outbreak will have further effect on LIBOR transition plans,. The elimination of LIBOR or any other changes or reforms to the determination or supervision of LIBOR could have an adverse impact on the market for or value of any LIBOR-linked securities, loans, and other financial obligations or extensions of credit held by or due to us or on our overall financial condition or results of operations. In addition, if LIBOR ceases to exist, we may need to renegotiate the credit agreements extending beyond 2021 with our portfolio companies that utilize LIBOR as a factor in determining the interest rate, in order to replace LIBOR with the new standard that is established, which may have an adverse effect on our overall financial condition or results of operations. Following the replacement of LIBOR, some or all of these credit agreements may bear interest at a lower interest rate, which could have an adverse impact on our results of operations. Moreover, if LIBOR ceases to exist, we may need to renegotiate

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certain terms of our credit facilities. If we are unable to do so, amounts drawn under our credit facilities may bear interest at a higher rate, which would increase the cost of our borrowings and, in turn, affect our results of operations.

Effective on March 31, 2021 (unless we receive earlier shareholder approval), our asset coverage requirement will reduce from 200% to 150%, which may increase the risk of investing with us.

On March 31, 2020, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of our board of directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, effective on March 31, 2021 (unless we receive earlier shareholder approval), our asset coverage ratio applicable to senior securities will be reduced from 200% to 150%, and the risks associated with an investment in us may increase. We are seeking shareholder approval for the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act, at our shareholder meeting to be held on June 8, 2020.

To the extent that we borrow money, the potential for gain or loss on amounts invested in us will be magnified and may increase the risk of investing in us. Borrowed money may also adversely affect the return on our assets, reduce cash available to service our debt or for distribution to our shareholders, and result in losses.

The use of borrowings, also known as leverage, increases the volatility of investments by magnifying the potential for gain or loss on invested equity capital. To the extent that we use leverage to partially finance our investments through borrowing from banks and other lenders, you will experience increased risks of investing in our securities. If the value of our assets decreases, leverage would cause our net asset value to decline more sharply than it otherwise would if we had not borrowed and employed leverage. Similarly, any decrease in our income would cause net income to decline more sharply than it would have if we had not borrowed and employed leverage. Such a decline could negatively affect our ability to service our debt or make distributions to our shareholders. In addition, our shareholders will bear the burden of any increase in our expenses as a result of our use of leverage, including interest expenses and any increase in the base management or incentive fees payable to our Adviser attributable to the increase in assets purchased using leverage.

The amount of leverage that we employ will depend on the Adviser’s and the Board’s assessment of market and other factors at the time of any proposed borrowing. There can be no assurance that leveraged financing will be available to us on favorable terms or at all. However, to the extent that we use leverage to finance our assets, our financing costs will reduce cash available for distributions to shareholders. Moreover, we may not be able to meet our financing obligations and, to the extent that we cannot, we risk the loss of some or all of our assets to liquidation or sale to satisfy the obligations. In such an event, we may be forced to sell assets at significantly depressed prices due to market conditions or otherwise, which may result in losses.

As a BDC, generally, the ratio of our total assets (less total liabilities other than indebtedness represented by senior securities) to our total indebtedness represented by senior securities plus any preferred stock, if any, must be at least 200%; however, legislation enacted in March 2018 has modified the 1940 Act by allowing a BDC to increase the maximum amount of leverage it may incur from an asset coverage ratio of 200% to an asset coverage ratio of 150%, if certain requirements are met. On March 31, 2020, our board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of our board of directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, effective on March 31, 2021 (unless we receive earlier shareholder approval), our asset coverage ratio applicable to senior securities will be reduced from 200% to 150%, and the risks associated with an investment in us may increase. If this ratio declines below 200% (or, after March 31, 2021 (unless we receive earlier shareholder approval), 150%), we cannot incur additional debt and could be required to sell a portion of our investments to repay some indebtedness when it may be disadvantageous to do so. This could have a material adverse effect on our operations, and we may not be able to service our debt or make distributions. On March 31, 2020, the Company’s board of directors, including a “required majority” (as such term is defined in Section 57(o) of the 1940 Act) of the Company’s board of directors, approved the application of the modified asset coverage requirements set forth in Section 61(a)(2) of the 1940 Act, as amended by the Small Business Credit Availability Act. As a result, effective on March 31, 2021 (unless the Company receives earlier shareholder approval), the Company’s asset coverage requirement applicable to senior securities will be reduced from 200% to 150%.

We are subject to certain risks as a result of our interests in the CLO Preferred Shares.

Under the terms of the respective loan sale agreement governing the $596 million term debt securitization transaction (the "CLO I Transaction") we completed on May 28, 2019 (the "CLO I Closing Date"),the $396.6 million term debt securitization transaction (the "CLO II Transaction") we completed on December 12, 2019 (the "CLO II Closing Date") and the $395.31 million term debt securitization transaction (the “CLO III Transaction”) we completed on March 26, 2020 (the “CLO III Closing Date”) (each a “CLO Transaction” and, collectively, the “CLO Transactions”), we and ORCC Financing II, ORCC Financing III and ORCC Financing IV respectively sold and/or contributed to Owl Rock CLO I, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the "CLO I Issuer”), Owl Rock CLO II, Ltd. an exempted company incorporated in the Cayman Islands

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with limited liability (the “CLO II Issuer”) and Owl Rock CLO III, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO III Issuer”) (each a “CLO Issuer” and collectively, the “CLO Issuers”) all of the ownership interest in the portfolio loans and participations held by the CLO Issuers on the CLO I Closing Date, the CLO II Closing Date and the CLO III Closing Date respectively for the purchase price and other consideration set forth in such loan sale agreements. As a result of the CLO Transactions, we hold all of the preferred shares issued by the CLO I Issuer (the “CLO I Preferred Shares”), the preferred shares issued by the CLO II Issuer (the “CLO II Preferred Shares”) and the preferred shares issued by the CLO III Issuer (the “CLO III Preferred Shares”) (collectively, the “CLO Preferred Shares”), which comprise 100% of the equity interests, in the CLO Issuers and the CLO Issuers in turn owns 100% of the equity of Owl Rock CLO I, LLC, a Delaware limited liability company (the “CLO I Co-Issuer”), CLO II Issuer in turn owns 100% of the equity of Owl Rock CLO II, LLC, a Delaware limited liability company (the “CLO II Issuer”) and the CLO III Issuer in turn owns 100% of the equity of Owl Rock CLO III, LLC, a Delaware limited liability company (the “CLO III Issuer”) (each a “CLO Co-Issuer” and collectively, the “CLO Co-Issuers”). As a result, we expect to consolidate the financial statements of the CLO Issuers in our consolidated financial statements. However, once contributed to a CLO, the underlying loans and participation interests have been securitized and are no longer our direct investment, and the risk return profile has been altered. In general, rather than holding interests in the underlying loans and participation interests, the CLO Transaction resulted in us holding equity interests in the CLO Issuers, with the CLO Issuers holding the underlying loans. As a result, we are subject both to the risks and benefits associated with the equity interests of the CLO (i.e., the CLO Preferred Shares) and, indirectly, the risks and benefits associated with the underlying loans and participation interests held by the CLO Issuers.

The subordination of the CLO Preferred Shares will affect our right to payment.

The respective CLO Preferred Shares are subordinated to the notes issued and amounts borrowed by the CLO I Issuer and the CLO I Co-Issuer (the “CLO I Debt”), the notes issued and amounts borrowed by the CLO II Issuer and the CLO II Co-Issuer (the “CLO II Debt”) and the notes issued and amounts borrowed by the CLO III Issuer and the CLO III Co-Issuer (the “CLO III Debt”) (collectively, the “CLO Debt”), respectively and certain fees and expenses. If an overcollateralization test or an interest coverage test is not satisfied as of a determination date, the proceeds from the underlying loans otherwise payable to the CLO Issuers (which the CLO Issuers could have distributed with respect to the respective CLO Preferred Shares) will be diverted to the payment of principal on the respective CLO Debt. See "—The CLO Indentures require mandatory redemption of CLO Debt for failure to satisfy coverage tests, which would reduce the amounts available for distribution to us."

On the scheduled maturity of the respective CLO Debt or if acceleration of the CLO Debt occurs after an event of default, proceeds available after the payment of certain administrative expenses will be applied to pay both principal of and interest on the respective CLO Debt until the respective CLO Debt is paid in full before any further payment will be made on the respective CLO Preferred Shares. As a result, the respective CLO Preferred Shares would not receive any payments until the respective CLO Debt is paid in full and under certain circumstances may not receive payments at any time.

In addition, if an event of default occurs and is continuing with respect to a CLO, the holders of the relevant CLO Debt will be entitled to determine the remedies to be exercised under the indenture pursuant to which the CLO Debt was issued (each a "CLO Indenture" and collectively, the “CLO Indentures”). Remedies pursued by the holders of the respective CLO Debt could be adverse to our interests as the holder of the respective CLO Preferred Shares, and the holders of the respective CLO Debt will have no obligation to consider any possible adverse effect on such other interests. See "—The holders of certain CLO Debt will control many rights under the CLO Indentures and therefore, we will have limited rights in connection with an event of default or distributions thereunder."

The CLO Issuers will utilize substantial leverage, which is a speculative investment technique that increases the risk us as the owner of the CLO Preferred Shares. As the junior interest in a leveraged capital structure, the CLO Preferred Shares will bear the primary risk of deterioration in performance.

The holders of certain CLO Debt will control many rights under the CLO Indentures and therefore, we will have limited rights in connection with an event of default or distributions thereunder.

Under the CLO Indentures, as long as any CLO Debt is outstanding, the holders of the senior-most outstanding class of CLO Debt will have the right to direct the collateral trustee or the CLO Issuers to take certain actions under the CLO Indentures and the CLO I Credit Agreement, subject to certain conditions. For example, these holders will have the right to direct certain actions and control certain decisions after an event of default with respect to the acceleration of the maturity of CLO Debt and under certain circumstances, the liquidation of the collateral. Remedies pursued by such holders upon an event of default could be adverse to our interests. Although we as the holder of the CLO Preferred Shares will have the right, subject to the conditions set forth in the CLO Indentures, to purchase the assets in a sale by the collateral trustee, if an event of default (or otherwise, an acceleration of CLO Debt following an event of default) has occurred and is continuing, we will not have any creditors' rights against the respective CLO Issuers and will not have the right to determine the remedies to be exercised under the respective CLO Indenture. There is no guarantee that any funds will remain to make distributions to us as the holder of the CLO Preferred Shares following any liquidation of the assets and the application of the proceeds from the assets to pay CLO Debt and the fees, expenses, and other liabilities payable by the CLO Issuers.

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The CLO Indentures require mandatory redemption of the respective CLO Debt for failure to satisfy coverage tests, which would reduce the amounts available for distribution to us.

Under the documents governing the CLO Transactions, there are two coverage tests applicable to CLO Debt.

The first such test, the interest coverage test compares the amount of interest proceeds received and, other than in the case of defaulted loans, scheduled to be received on the underlying loans held by the CLO Issuers to the amount of interest due and payable on the CLO Debt and the amount of fees and expenses senior to the payment of such interest in the priority of distribution of interest proceeds. To satisfy this test, for each of the CLO Transactions, interest received on the portfolio loans must equal at least 120% of the amount equal to the interest payable in respect of the respective CLO Debt plus the senior fees and expenses.

The second such test, the overcollateralization test compares the adjusted collateral principal amount of the portfolio of collateral obligations of the respective CLO Issuer to the aggregate outstanding principal amount of the respective CLO Debt. To satisfy this second test at any time, this adjusted collateral principal amount for CLO I must equal at least 138.46% of the outstanding principal amount of the CLO I Debt, 138.50% for CLO II and 138.46% for CLO III. In this test, certain reductions are applied to the principal balance of collateral obligations in connection with certain events, such as defaults or ratings downgrades to "CCC" levels or below with respect to the loans held by the CLO Issuers. These adjustments increase the likelihood that this test is not satisfied.

If either coverage test with respect to a CLO is not satisfied on any determination date on which such test is applicable, the applicable CLO Issuer must apply available amounts to redeem the related CLO Debt in an amount necessary to cause such test to be satisfied. This would reduce or eliminate the amounts otherwise available to make distributions to us as the holder of the CLO Preferred Shares of such CLO Issuer.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Other than the shares issued pursuant to our dividend reinvestment plan, we did not sell any unregistered equity securities, except as previously disclosed in certain 8-Ks filed with the SEC.

On January 31, 2020, pursuant to our dividend reinvestment plan, we issued 2,823,048 shares of our common stock, at a price of $15.22 per share, to stockholders of record as of December 31, 2019 that did not opt out of our dividend reinvestment plan in order to satisfy the reinvestment portion of our dividends. This issuance was not subject to the registration requirements of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits



Exhibit Number		Description of Exhibits

3.1		Articles of Amendment and Restatement, dated March 1, 2016 (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form 10 filed on April 11, 2016).
3.3		Bylaws, dated January 11, 2016 (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q filed on April 11, 2016).
10.1	*	Amendment No. 5 to Credit Agreement, dated as of March 17, 2020, by and between ORCC Financing II LLC, as Borrower, Natixis, New York Branch, as administrative agent, State Street Bank and Trust Company, as Collateral Agent, Collateral Administrator and Custodian, Cortland Capital Market Services LLC, as Document Custodian, and the Lenders identified therein

10.2*		Indenture and Security Agreement, dated as of March 26, 2020, by and between Owl Rock CLO III, Ltd., as Issuer, Owl Rock CLO III, LLC, as Co-Issuer and State Street Bank and Trust Company, as Trustee.

10.3*		Collateral Management Agreement, dated as of March 26, 2020, by and between Owl Rock CLO III, Ltd., as issuer, and Owl Rock Capital Advisors LLC, as collateral manager.

10.4*		Loan Sale Agreement, dated as of March 26, 2020, by and between Owl Rock Capital Corporation, as seller, and Owl Rock CLO III, Ltd., as purchaser.

10.5*		Loan Sale Agreement, dated as of March 26, 2020, by and between ORCC Financing IV LLC, as seller, and Owl Rock CLO III, Ltd., as purchaser.

10.6		Second Amended and Restated Investment Advisory Agreement, between Owl Rock Capital Corporation and Owl Rock Capital Advisors, dated March 31, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on April 1, 2020).

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

________________

*Filed herein.

**Furnished herein.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Owl Rock Capital Corporation

Date: May 5, 2020	By:	/s/ Craig W. Packer
		Craig W. Packer
		Chief Executive Officer

	Owl Rock Capital Corporation

Date: May 5, 2020	By:	/s/ Alan Kirshenbaum
		Alan Kirshenbaum
		Chief Operating Officer and Chief Financial Officer

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