Blue Owl Capital Corp - Quarter Report: 2022 September (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 fiscal quarter ended September 30, 2022
OR
☐ | 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, 38th 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 electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ NO ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||||
Non-accelerated filer | ☐ | Small reporting company | ☐ | |||||||||||
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
As of November 2, 2022, the registrant had 393,823,013 shares of common stock, $0.01 par value per share, outstanding.
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Table of Contents
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2
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 and our ability to access the debt and equity capital markets;
•a contraction of available credit and/or an inability to access the equity markets could impair our lending and investment activities;
•the impact of the “COVID-19” pandemic, changes in base interest rates and significant market volatility on our business and our portfolio companies (including our business prospects and the prospects of our portfolio companies including the ability to achieve our and their business objectives), our industry and the global economy including as a result of ongoing supply chain disruptions;
•interest rate volatility, including the decommissioning of LIBOR, could adversely affect our results, particularly because we use leverage as part of our investment strategy;
•currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;
•our future operating results;
•the impact of rising interest and inflation rates and the risk of recession on our business prospects and the prospects of our portfolio companies; our contractual arrangements and relationships with third parties;
•the ability of our portfolio companies to achieve their objectives;
•competition with other entities and our affiliates for investment opportunities;
•the speculative and illiquid nature of our investments;
•the use of borrowed money to finance a portion of our investments as well as any estimates regarding potential use of leverage;
•the adequacy of our financing sources and working capital;
•the loss of key personnel;
•the timing of cash flows, if any, from the operations of our portfolio companies;
•the ability of Owl Rock Capital Advisors LLC (“the Adviser” or “our Adviser”) to locate suitable investments for us and to monitor and administer our investments;
•the ability of the Adviser to attract and retain highly talented professionals;
•our ability to qualify for and maintain our tax treatment as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), and as a business development company (“BDC”);
•the impact that environmental, social and governance matters could have on our brand and reputation and our portfolio companies;
•the effect of legal, tax and regulatory changes including the recently announced Inflation Reduction Act of 2022;
•the impact of geo-political conditions, including revolution, insurgency, terrorism or war, including those arising out of the ongoing conflict between Russia and Ukraine and general uncertainty surrounding the financial and political stability of the United States, the United Kingdom, the European Union and China; 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”).
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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)
September 30, 2022 (Unaudited) | December 31, 2021 | |||||||||||||
Assets | ||||||||||||||
Investments at fair value | ||||||||||||||
Non-controlled, non-affiliated investments (amortized cost of $12,091,418 and $12,073,126, respectively) | $ | 11,922,492 | $ | 12,124,860 | ||||||||||
Non-controlled, affiliated investments (amortized cost of $7,032 and $—, respectively) | 0 | 7,032 | — | |||||||||||
Controlled, affiliated investments (amortized cost of $833,409, and $575,427, respectively) | 906,394 | 616,780 | ||||||||||||
Total investments at fair value (amortized cost of $12,931,859 and $12,648,553, respectively) | 12,835,918 | 12,741,640 | ||||||||||||
Cash (restricted cash of $94,151 and $21,481, respectively) | 450,487 | 431,442 | ||||||||||||
Foreign cash (cost of $4,874 and $16,096, respectively) | 4,703 | 15,703 | ||||||||||||
Interest receivable | 95,148 | 81,716 | ||||||||||||
Receivable from a controlled affiliate | 20,303 | 3,953 | ||||||||||||
Prepaid expenses and other assets | 6,632 | 23,716 | ||||||||||||
Total Assets | $ | 13,413,191 | $ | 13,298,170 | ||||||||||
Liabilities | ||||||||||||||
Debt (net of unamortized debt issuance costs of $103,285 and $110,239, respectively) | $ | 7,196,154 | $ | 7,079,326 | ||||||||||
Distribution payable | 122,085 | 122,068 | ||||||||||||
Management fee payable | 46,886 | 46,770 | ||||||||||||
Incentive fee payable | 31,134 | 29,242 | ||||||||||||
Payables to affiliates | 5,000 | 5,802 | ||||||||||||
Accrued expenses and other liabilities | 164,144 | 77,085 | ||||||||||||
Total Liabilities | 7,565,403 | 7,360,293 | ||||||||||||
Commitments and contingencies (Note 7) | ||||||||||||||
Net Assets | ||||||||||||||
Common shares $0.01 par value, 500,000,000 shares authorized; 393,823,013 and 393,766,855 shares issued and outstanding, respectively | 3,938 | 3,938 | ||||||||||||
Additional paid-in-capital | 5,992,296 | 5,990,360 | ||||||||||||
Accumulated undistributed (overdistributed) earnings | (148,446) | (56,421) | ||||||||||||
Total Net Assets | 5,847,788 | 5,937,877 | ||||||||||||
Total Liabilities and Net Assets | $ | 13,413,191 | $ | 13,298,170 | ||||||||||
Net Asset Value Per Share | $ | 14.85 | 15.08 |
The accompanying notes are an integral part of these consolidated financial statements.
2
Owl Rock Capital Corporation
Consolidated Statements of Operations
(Amounts in thousands, except share and per share amounts)
(Unaudited)
For the For the Three Months Ended September 30, | For the For the Nine Months Ended September 30, | |||||||||||||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||
Investment Income | ||||||||||||||||||||||||||
Investment income from non-controlled, non-affiliated investments: | ||||||||||||||||||||||||||
Interest income | $ | 240,601 | $ | 229,605 | $ | 655,303 | $ | 655,152 | ||||||||||||||||||
Payment-in-kind interest income(1) | 30,539 | 12,361 | 79,698 | 31,162 | ||||||||||||||||||||||
Dividend income | 14,867 | 10,600 | 36,280 | 19,924 | ||||||||||||||||||||||
Other income | 5,408 | 7,942 | 14,794 | 15,559 | ||||||||||||||||||||||
Total investment income from non-controlled, non-affiliated investments | 291,415 | 260,508 | 786,075 | 721,797 | ||||||||||||||||||||||
Investment income from controlled, affiliated investments: | ||||||||||||||||||||||||||
Interest income | 2,140 | 1,392 | 5,767 | 4,033 | ||||||||||||||||||||||
Dividend income | 20,303 | 7,128 | 59,136 | 13,469 | ||||||||||||||||||||||
Other Income | 195 | 163 | 520 | 480 | ||||||||||||||||||||||
Total investment income from controlled, affiliated investments | 22,638 | 8,683 | 65,423 | 17,982 | ||||||||||||||||||||||
Total Investment Income | 314,053 | 269,191 | 851,498 | 739,779 | ||||||||||||||||||||||
Expenses | ||||||||||||||||||||||||||
Interest expense | 81,210 | 56,516 | 209,935 | 159,037 | ||||||||||||||||||||||
Management fees | 46,886 | 45,586 | 141,172 | 131,703 | ||||||||||||||||||||||
Performance based incentive fees | 31,134 | 27,682 | 83,630 | 74,727 | ||||||||||||||||||||||
Professional fees | 3,788 | 3,849 | 11,022 | 10,966 | ||||||||||||||||||||||
Directors’ fees | 276 | 239 | 832 | 757 | ||||||||||||||||||||||
Other general and administrative | 2,381 | 3,140 | 6,656 | 7,302 | ||||||||||||||||||||||
Total Operating Expenses | 165,675 | 137,012 | 453,247 | 384,492 | ||||||||||||||||||||||
Net Investment Income (Loss) Before Taxes | 148,378 | 132,179 | 398,251 | 355,287 | ||||||||||||||||||||||
Income tax expense (benefit) | 1,604 | 1,680 | 3,998 | 3,004 | ||||||||||||||||||||||
Net Investment Income (Loss) After Taxes | $ | 146,774 | $ | 130,499 | $ | 394,253 | $ | 352,283 | ||||||||||||||||||
Net Realized and Change in Unrealized Gain (Loss) | ||||||||||||||||||||||||||
Net change in unrealized gain (loss): | ||||||||||||||||||||||||||
Non-controlled, non-affiliated investments | $ | 75,368 | $ | 14,475 | $ | (147,545) | $ | 133,961 | ||||||||||||||||||
Non-controlled, affiliated investments | — | — | — | — | ||||||||||||||||||||||
Controlled, affiliated investments | 47,026 | 985 | 31,632 | 367 | ||||||||||||||||||||||
Translation of assets and liabilities in foreign currencies | (3,807) | (796) | (7,510) | (3,716) | ||||||||||||||||||||||
Income tax (provision) benefit | — | (4,383) | — | (8,605) | ||||||||||||||||||||||
Total Net Change in Unrealized Gain (Loss) | 118,587 | 10,281 | (123,423) | 122,007 | ||||||||||||||||||||||
Net realized gain (loss): | ||||||||||||||||||||||||||
Non-controlled, non-affiliated investments | 201 | 2,018 | 4,853 | (24,656) | ||||||||||||||||||||||
Foreign currency transactions | (135) | 53 | (1,218) | 1,242 | ||||||||||||||||||||||
Total Net Realized Gain (Loss) | 66 | 2,071 | 3,635 | (23,414) | ||||||||||||||||||||||
Total Net Realized and Change in Unrealized Gain (Loss) | 118,653 | 12,352 | (119,788) | 98,593 | ||||||||||||||||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 265,427 | $ | 142,851 | $ | 274,465 | $ | 450,876 | ||||||||||||||||||
Earnings Per Share - Basic and Diluted | $ | 0.67 | $ | 0.36 | $ | 0.70 | $ | 1.15 | ||||||||||||||||||
Weighted Average Shares Outstanding - Basic and Diluted | 393,823,013 | 392,715,513 | 394,103,935 | 391,893,306 |
________
(1)For the three and nine months ended September 30, 2021, interest income and payment-in-kind interest income were reported in aggregate as interest income.
The accompanying notes are an integral part of these consolidated financial statements.
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Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Non-controlled/non-affiliated portfolio company investments | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Investments | |||||||||||||||||||||||||||||||||||||||||||||||
Advertising and media | |||||||||||||||||||||||||||||||||||||||||||||||
Global Music Rights, LLC(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 8/28/2028 | $ | 7,444 | $ | 7,314 | $ | 7,407 | 0.1 | % | |||||||||||||||||||||||||||||||||||
Global Music Rights, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.50% | 8/27/2027 | — | (11) | (3) | — | % | ||||||||||||||||||||||||||||||||||||||
The NPD Group, L.P.(10)(14)(28) | First lien senior secured loan | S + | 6.25% (incl. 2.75% PIK) | 12/1/2028 | 23,546 | 23,069 | 23,056 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
The NPD Group, L.P.(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 5.75% | 12/1/2027 | — | (29) | (31) | — | % | ||||||||||||||||||||||||||||||||||||||
30,990 | 30,343 | 30,429 | 0.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Aerospace and defense | |||||||||||||||||||||||||||||||||||||||||||||||
Aviation Solutions Midco, LLC (dba STS Aviation)(10)(12)(28) | First lien senior secured loan | L + | 7.25% | 1/3/2025 | 213,170 | 211,355 | 205,709 | 3.5 | % | ||||||||||||||||||||||||||||||||||||||
Peraton Corp.(6)(10)(11)(28) | Second lien senior secured loan | L + | 7.75% | 2/1/2029 | 46,113 | 45,522 | 43,489 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Valence Surface Technologies LLC(10)(15)(28) | First lien senior secured loan | S + | 7.75% | 6/30/2025 | 126,269 | 125,347 | 101,016 | 1.7 | % | ||||||||||||||||||||||||||||||||||||||
Valence Surface Technologies LLC(10)(15)(23)(28) | First lien senior secured revolving loan | S + | 7.75% | 6/30/2025 | 10,263 | 10,194 | 8,201 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
395,815 | 392,418 | 358,415 | 6.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Buildings and real estate | |||||||||||||||||||||||||||||||||||||||||||||||
Associations, Inc.(10)(15)(28) | First lien senior secured loan | S + | 6.50% (incl. 2.50% PIK) | 7/2/2027 | 383,931 | 380,919 | 382,833 | 6.5 | % | ||||||||||||||||||||||||||||||||||||||
Associations, Inc.(10)(15)(23)(25)(28) | First lien senior secured delayed draw term loan | S + | 6.50% (incl. 2.50% PIK) | 6/10/2024 | 2,920 | 2,455 | 2,796 | — | % | ||||||||||||||||||||||||||||||||||||||
Associations, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 6.50% | 7/2/2027 | — | (261) | (82) | — | % | ||||||||||||||||||||||||||||||||||||||
REALPAGE, INC.(6)(10)(11)(28) | Second lien senior secured loan | L + | 6.50% | 4/23/2029 | 34,500 | 34,054 | 33,226 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||
421,351 | 417,167 | 418,773 | 7.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Business services | |||||||||||||||||||||||||||||||||||||||||||||||
Access CIG, LLC(10)(12)(28) | Second lien senior secured loan | L + | 7.75% | 2/27/2026 | 58,760 | 58,407 | 58,024 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
CIBT Global, Inc.(10)(12)(28)(31) | First lien senior secured loan | L + | 5.25% (incl. 4.25% PIK) | 6/2/2025 | 874 | 616 | 507 | — | % | ||||||||||||||||||||||||||||||||||||||
CIBT Global, Inc.(10)(12)(28)(31) | Second lien senior secured loan | L + | 7.75% (incl. 7.75% PIK) | 12/1/2025 | 63,678 | 26,736 | 10,506 | 0.2 | % |
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Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies)(10)(12)(28) | First lien senior secured loan | L + | 5.75% | 9/15/2028 | 43,449 | 42,870 | 42,905 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies)(10)(12)(23)(25)(28) | First lien senior secured delayed draw term loan | L + | 5.75% | 9/15/2023 | 5,961 | 5,872 | 5,876 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.75% | 9/15/2027 | — | (25) | (37) | — | % | ||||||||||||||||||||||||||||||||||||||
Diamondback Acquisition, Inc. (dba Sphera)(10)(11)(28) | First lien senior secured loan | L + | 5.50% | 9/13/2028 | 4,119 | 4,047 | 4,078 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Diamondback Acquisition, Inc. (dba Sphera)(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | L + | 5.50% | 9/13/2023 | — | (9) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Entertainment Benefits Group, LLC(10)(14)(28) | First lien senior secured loan | S + | 4.75% | 5/1/2028 | 865 | 856 | 862 | — | % | ||||||||||||||||||||||||||||||||||||||
Entertainment Benefits Group, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 4.75% | 4/29/2027 | — | (1) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Fullsteam Operations, LLC(10)(12)(23)(25)(28) | First lien senior secured delayed draw term loan | L + | 8.78% (incl. 5.78% PIK) | 5/13/2024 | 3,175 | 3,022 | 3,086 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Gainsight, Inc.(10)(12)(28) | First lien senior secured loan | L + | 6.75% (incl. 6.75% PIK) | 7/30/2027 | 20,705 | 20,423 | 20,290 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Gainsight, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.25% | 7/30/2027 | — | (47) | (67) | — | % | ||||||||||||||||||||||||||||||||||||||
Hercules Borrower, LLC (dba The Vincit Group)(10)(13)(28) | First lien senior secured loan | L + | 6.50% | 12/15/2026 | 177,343 | 175,353 | 176,897 | 3.0 | % | ||||||||||||||||||||||||||||||||||||||
Hercules Borrower, LLC (dba The Vincit Group)(10)(13)(23)(28) | First lien senior secured revolving loan | L + | 6.50% | 12/15/2026 | 2,231 | 2,011 | 2,179 | — | % | ||||||||||||||||||||||||||||||||||||||
Hercules Buyer, LLC (dba The Vincit Group)(22)(28)(34) | Unsecured notes | 0.48% (incl. 0.48% PIK) | 12/14/2029 | 5,135 | 5,135 | 5,135 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Kaseya Inc.(10)(16)(28) | First lien senior secured loan | S + | 5.75% | 6/25/2029 | 18,732 | 18,367 | 18,497 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Kaseya Inc.(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | S + | 5.75% | 6/24/2024 | — | (11) | (3) | — | % | ||||||||||||||||||||||||||||||||||||||
Kaseya Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 5.75% | 6/25/2029 | — | (22) | (14) | — | % | ||||||||||||||||||||||||||||||||||||||
KPSKY Acquisition, Inc. (dba BluSky)(10)(11)(28) | First lien senior secured loan | L + | 5.50% | 10/19/2028 | 4,952 | 4,864 | 4,816 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
409,979 | 368,464 | 353,537 | 6.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Chemicals | |||||||||||||||||||||||||||||||||||||||||||||||
Aruba Investments Holdings, LLC (dba Angus Chemical Company)(10)(11)(28) | Second lien senior secured loan | L + | 7.75% | 11/24/2028 | 10,000 | 9,877 | 9,725 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Douglas Products and Packaging Company LLC(10)(11)(28) | First lien senior secured loan | L + | 5.75% | 10/19/2023 | 105,356 | 105,342 | 104,566 | 1.8 | % |
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Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Douglas Products and Packaging Company LLC(10)(17)(23)(28) | First lien senior secured revolving loan | P + | 4.75% | 10/19/2023 | 6,270 | 6,263 | 6,159 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Gaylord Chemical Company, L.L.C.(10)(12)(28) | First lien senior secured loan | L + | 6.50% | 3/30/2027 | 151,491 | 150,293 | 151,113 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
Gaylord Chemical Company, L.L.C.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.50% | 3/30/2026 | — | (92) | (33) | — | % | ||||||||||||||||||||||||||||||||||||||
Velocity HoldCo III Inc. (dba VelocityEHS)(10)(12)(28) | First lien senior secured loan | L + | 5.75% | 4/22/2027 | 22,048 | 21,652 | 22,048 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Velocity HoldCo III Inc. (dba VelocityEHS)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.75% | 4/22/2026 | — | (21) | — | — | % | ||||||||||||||||||||||||||||||||||||||
295,165 | 293,314 | 293,578 | 5.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Consumer products | |||||||||||||||||||||||||||||||||||||||||||||||
ConAir Holdings LLC(10)(12)(28) | Second lien senior secured loan | L + | 7.50% | 5/17/2029 | 187,500 | 186,275 | 170,625 | 2.9 | % | ||||||||||||||||||||||||||||||||||||||
Feradyne Outdoors, LLC(10)(11)(28) | First lien senior secured loan | L + | 6.25% | 5/25/2023 | 86,090 | 85,955 | 85,659 | 1.5 | % | ||||||||||||||||||||||||||||||||||||||
Foundation Consumer Brands, LLC(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 2/12/2027 | 3,529 | 3,529 | 3,511 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Lignetics Investment Corp.(10)(12)(28) | First lien senior secured loan | L + | 6.00% | 11/1/2027 | 31,137 | 30,797 | 30,203 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Lignetics Investment Corp.(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | L + | 6.00% | 11/1/2023 | — | (42) | (118) | — | % | ||||||||||||||||||||||||||||||||||||||
Lignetics Investment Corp.(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 6.00% | 11/2/2026 | 4,157 | 4,109 | 4,016 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(16)(28) | First lien senior secured loan | S + | 5.25% | 3/12/2029 | 753 | 739 | 734 | — | % | ||||||||||||||||||||||||||||||||||||||
SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | S + | 5.25% | 3/11/2024 | — | (2) | (3) | — | % | ||||||||||||||||||||||||||||||||||||||
SWK BUYER, Inc. (dba Stonewall Kitchen)(10)(16)(23)(28) | First lien senior secured revolving loan | S + | 5.25% | 3/12/2029 | 70 | 69 | 51 | — | % | ||||||||||||||||||||||||||||||||||||||
WU Holdco, Inc. (dba Weiman Products, LLC)(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 3/26/2026 | 203,387 | 200,833 | 199,828 | 3.4 | % | ||||||||||||||||||||||||||||||||||||||
WU Holdco, Inc. (dba Weiman Products, LLC)(10)(13)(23)(28) | First lien senior secured revolving loan | L + | 5.50% | 3/26/2025 | 9,987 | 9,808 | 9,651 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
526,610 | 522,070 | 504,157 | 8.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Containers and packaging | |||||||||||||||||||||||||||||||||||||||||||||||
Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)(12)(28) | First lien senior secured loan | L + | 5.75% | 10/2/2028 | 5,512 | 5,463 | 5,443 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Ascend Buyer, LLC (dba PPC Flexible Packaging)(10)(11)(23)(28) | First lien senior secured revolving loan | L + | 5.75% | 9/30/2027 | 75 | 71 | 68 | — | % |
6
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Fortis Solutions Group, LLC(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 10/13/2028 | 4,202 | 4,127 | 4,086 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Fortis Solutions Group, LLC(10)(12)(23)(25)(28) | First lien senior secured delayed draw term loan | L + | 5.50% | 10/13/2023 | 284 | 277 | 273 | — | % | ||||||||||||||||||||||||||||||||||||||
Fortis Solutions Group, LLC(10)(13)(23)(28) | First lien senior secured revolving loan | L + | 5.50% | 10/15/2027 | 31 | 23 | 18 | — | % | ||||||||||||||||||||||||||||||||||||||
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(15)(28) | First lien senior secured loan | S + | 5.75% | 5/23/2028 | 648 | 642 | 647 | — | % | ||||||||||||||||||||||||||||||||||||||
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(23)(25)(28) | First lien senior secured delayed draw term loan | S + | 5.75% | 5/23/2024 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
Indigo Buyer, Inc. (dba Inovar Packaging Group)(10)(15)(23)(28) | First lien senior secured revolving loan | S + | 5.75% | 5/23/2028 | 17 | 16 | 16 | — | % | ||||||||||||||||||||||||||||||||||||||
Pregis Topco LLC(10)(12)(28) | Second lien senior secured loan | L + | 7.09% | 8/1/2029 | 160,000 | 157,655 | 157,856 | 2.7 | % | ||||||||||||||||||||||||||||||||||||||
170,769 | 168,274 | 168,407 | 2.9 | % | |||||||||||||||||||||||||||||||||||||||||||
Distribution | |||||||||||||||||||||||||||||||||||||||||||||||
ABB/Con-cise Optical Group LLC(10)(12)(28) | First lien senior secured loan | L + | 7.50% | 2/23/2028 | 67,585 | 66,652 | 67,416 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||
ABB/Con-cise Optical Group LLC(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 7.50% | 2/23/2028 | 6,580 | 6,485 | 6,562 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Aramsco, Inc.(10)(11)(28) | First lien senior secured loan | L + | 5.25% | 8/28/2024 | 55,466 | 54,976 | 55,327 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
Aramsco, Inc.(10)(11)(23)(28) | First lien senior secured revolving loan | L + | 5.25% | 8/28/2024 | 279 | 213 | 258 | — | % | ||||||||||||||||||||||||||||||||||||||
Endries Acquisition, Inc.(10)(14)(28) | First lien senior secured loan | S + | 6.25% | 12/10/2025 | 238,220 | 236,072 | 238,220 | 4.1 | % | ||||||||||||||||||||||||||||||||||||||
Individual Foodservice Holdings, LLC(10)(12)(28) | First lien senior secured loan | L + | 6.25% | 11/21/2025 | 133,780 | 132,216 | 133,110 | 2.3 | % | ||||||||||||||||||||||||||||||||||||||
Individual Foodservice Holdings, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.25% | 11/22/2024 | — | (199) | (108) | — | % | ||||||||||||||||||||||||||||||||||||||
Offen, Inc.(10)(13)(28) | First lien senior secured loan | L + | 5.00% | 6/22/2026 | 18,708 | 18,602 | 18,708 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
520,618 | 515,017 | 519,493 | 8.9 | % | |||||||||||||||||||||||||||||||||||||||||||
Education | |||||||||||||||||||||||||||||||||||||||||||||||
Learning Care Group (US) No. 2 Inc.(10)(12)(28) | Second lien senior secured loan | L + | 7.50% | 3/13/2026 | 26,967 | 26,710 | 26,360 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Pluralsight, LLC(10)(11)(28) | First lien senior secured loan | L + | 8.00% | 4/6/2027 | 99,450 | 98,455 | 98,952 | 1.7 | % | ||||||||||||||||||||||||||||||||||||||
Pluralsight, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 8.00% | 4/6/2027 | — | (62) | (31) | — | % | ||||||||||||||||||||||||||||||||||||||
126,417 | 125,103 | 125,281 | 2.2 | % |
7
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Financial services | |||||||||||||||||||||||||||||||||||||||||||||||
AxiomSL Group, Inc.(10)(11)(28) | First lien senior secured loan | L + | 6.00% | 12/3/2027 | 201,247 | 199,326 | 197,725 | 3.4 | % | ||||||||||||||||||||||||||||||||||||||
AxiomSL Group, Inc.(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | L + | 6.00% | 7/21/2023 | — | (34) | (62) | — | % | ||||||||||||||||||||||||||||||||||||||
AxiomSL Group, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.00% | 12/3/2025 | — | (153) | (319) | — | % | ||||||||||||||||||||||||||||||||||||||
Blackhawk Network Holdings, Inc.(10)(12)(28) | Second lien senior secured loan | L + | 7.00% | 6/15/2026 | 106,400 | 105,856 | 105,868 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
Blend Labs, Inc.(10)(11)(28) | First lien senior secured loan | L + | 7.50% | 7/1/2026 | 67,500 | 66,204 | 66,319 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Blend Labs, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 7.50% | 7/1/2026 | — | (56) | (131) | — | % | ||||||||||||||||||||||||||||||||||||||
Hg Genesis 8 Sumoco Limited(10)(21)(28)(30) | Unsecured facility | SA + | 7.50% (incl. 7.50% PIK) | 8/28/2025 | 40,371 | 47,833 | 40,371 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Hg Genesis 9 SumoCo Limited(10)(19)(28)(30) | Unsecured facility | E + | 7.00% (incl. 7.00% PIK) | 3/10/2027 | 42,227 | 47,224 | 42,227 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Hg Saturn Luchaco Limited(10)(21)(28)(30) | Unsecured facility | SA + | 7.50% (incl. 7.50% PIK) | 3/30/2026 | 119,844 | 145,982 | 118,346 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||
Muine Gall, LLC(9)(10)(13)(28)(30) | First lien senior secured loan | L + | 7.00% (incl. 7.00% PIK) | 9/20/2024 | 248,992 | 250,199 | 245,257 | 4.2 | % | ||||||||||||||||||||||||||||||||||||||
NMI Acquisitionco, Inc. (dba Network Merchants)(10)(11)(28) | First lien senior secured loan | L + | 5.75% | 9/8/2025 | 25,114 | 24,989 | 24,737 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
NMI Acquisitionco, Inc. (dba Network Merchants)(10)(11)(23)(25)(28) | First lien senior secured delayed draw term loan | L + | 5.75% | 10/2/2023 | 4,940 | 4,861 | 4,836 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
NMI Acquisitionco, Inc. (dba Network Merchants)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.75% | 9/8/2025 | — | (14) | (25) | — | % | ||||||||||||||||||||||||||||||||||||||
Smarsh Inc.(10)(15)(28) | First lien senior secured loan | S + | 6.50% | 2/16/2029 | 762 | 755 | 750 | — | % | ||||||||||||||||||||||||||||||||||||||
Smarsh Inc.(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | S + | 6.50% | 2/19/2024 | — | (1) | (2) | — | % | ||||||||||||||||||||||||||||||||||||||
Smarsh Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 6.50% | 2/16/2029 | — | — | (1) | — | % | ||||||||||||||||||||||||||||||||||||||
857,397 | 892,971 | 845,896 | 14.4 | % | |||||||||||||||||||||||||||||||||||||||||||
Food and beverage | |||||||||||||||||||||||||||||||||||||||||||||||
Balrog Acquisition, Inc. (dba Bakemark)(10)(12)(28) | Second lien senior secured loan | L + | 7.00% | 9/3/2029 | 22,000 | 21,834 | 21,560 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
BP Veraison Buyer, LLC (dba Sun World)(10)(12)(28) | First lien senior secured loan | L + | 5.75% | 5/12/2027 | 68,858 | 68,171 | 68,342 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||
BP Veraison Buyer, LLC (dba Sun World)(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | L + | 5.75% | 5/12/2023 | — | (28) | — | — | % |
8
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
BP Veraison Buyer, LLC (dba Sun World)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.75% | 5/12/2027 | — | (84) | (65) | — | % | ||||||||||||||||||||||||||||||||||||||
H-Food Holdings, LLC(10)(11)(28) | Second lien senior secured loan | L + | 7.00% | 3/2/2026 | 121,800 | 120,215 | 96,222 | 1.6 | % | ||||||||||||||||||||||||||||||||||||||
Hissho Sushi Merger Sub LLC(10)(15)(28) | First lien senior secured loan | S + | 6.00% | 5/18/2028 | 903 | 895 | 901 | — | % | ||||||||||||||||||||||||||||||||||||||
Hissho Sushi Merger Sub LLC(10)(15)(23)(28) | First lien senior secured revolving loan | S + | 6.00% | 5/18/2028 | 5 | 4 | 4 | — | % | ||||||||||||||||||||||||||||||||||||||
Hometown Food Company(10)(11)(28) | First lien senior secured loan | L + | 5.00% | 8/31/2023 | 14,560 | 14,500 | 14,487 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Hometown Food Company(10)(11)(23)(28) | First lien senior secured revolving loan | L + | 5.00% | 8/31/2023 | 706 | 690 | 685 | — | % | ||||||||||||||||||||||||||||||||||||||
Innovation Ventures HoldCo, LLC (dba 5 Hour Energy)(10)(14)(28) | First lien senior secured loan | S + | 6.25% | 3/11/2027 | 125,000 | 122,838 | 121,564 | 2.1 | % | ||||||||||||||||||||||||||||||||||||||
Nellson Nutraceutical, LLC(10)(12)(28) | First lien senior secured loan | L + | 5.25% | 12/26/2023 | 26,031 | 25,608 | 25,445 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Nutraceutical International Corporation(10)(12)(28) | First lien senior secured loan | L + | 7.00% | 9/30/2026 | 188,001 | 185,994 | 171,081 | 2.9 | % | ||||||||||||||||||||||||||||||||||||||
Nutraceutical International Corporation(10)(12)(28) | First lien senior secured revolving loan | L + | 7.00% | 9/30/2025 | 13,578 | 13,456 | 12,356 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Ole Smoky Distillery, LLC(10)(16)(28) | First lien senior secured loan | S + | 5.25% | 3/31/2028 | 879 | 863 | 857 | — | % | ||||||||||||||||||||||||||||||||||||||
Ole Smoky Distillery, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 5.25% | 3/31/2028 | — | (2) | (3) | — | % | ||||||||||||||||||||||||||||||||||||||
Recipe Acquisition Corp. (dba Roland Corporation)(10)(15) | Second lien senior secured loan | S + | 9.00% | 12/22/2023 | 32,000 | 31,950 | 31,440 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(10)(11)(28) | First lien senior secured loan | L + | 4.50% | 7/30/2025 | 43,522 | 43,135 | 40,693 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(10)(11)(23)(28) | First lien senior secured revolving loan | L + | 4.50% | 7/31/2023 | 8,400 | 8,367 | 7,815 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Shearer's Foods, LLC(10)(11)(28) | Second lien senior secured loan | L + | 7.75% | 9/22/2028 | 120,000 | 119,059 | 118,200 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||
Tall Tree Foods, Inc.(10)(11) | First lien senior secured loan | L + | 7.25% | 12/31/2022 | 39,234 | 39,234 | 41,392 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Ultimate Baked Goods Midco, LLC(10)(12)(28) | First lien senior secured loan | L + | 6.50% | 8/13/2027 | 81,439 | 79,721 | 78,181 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Ultimate Baked Goods Midco, LLC(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 6.50% | 8/13/2027 | 6,962 | 6,761 | 6,564 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
913,878 | 903,181 | 857,721 | 14.4 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare equipment and services |
9
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Confluent Medical Technologies, Inc.(10)(15)(28) | Second lien senior secured loan | S + | 6.50% | 2/18/2030 | 1,000 | 982 | 985 | — | % | ||||||||||||||||||||||||||||||||||||||
CSC MKG Topco LLC. (dba Medical Knowledge Group)(10)(11)(28) | First lien senior secured loan | L + | 5.75% | 2/1/2029 | 1,278 | 1,254 | 1,246 | — | % | ||||||||||||||||||||||||||||||||||||||
Medline Borrower, LP(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 3.25% | 10/21/2026 | — | (131) | (719) | — | % | ||||||||||||||||||||||||||||||||||||||
Nelipak Holding Company(10)(11)(28) | First lien senior secured loan | L + | 4.25% | 7/2/2026 | 2,292 | 2,265 | 2,275 | — | % | ||||||||||||||||||||||||||||||||||||||
Nelipak Holding Company(10)(12)(28) | Second lien USD senior secured loan | L + | 8.25% | 7/2/2027 | 67,006 | 66,321 | 66,503 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Nelipak Holding Company(10)(11)(23)(28) | First lien senior secured USD revolving loan | L + | 4.25% | 7/2/2024 | 1,072 | 1,020 | 1,017 | — | % | ||||||||||||||||||||||||||||||||||||||
Nelipak Holding Company(10)(18)(23)(28) | First lien senior secured EUR revolving loan | E + | 4.50% | 7/2/2024 | 263 | 58 | 214 | — | % | ||||||||||||||||||||||||||||||||||||||
Nelipak Holding Company(10)(20)(28) | Second lien EUR senior secured loan | E + | 8.50% | 7/2/2027 | 58,877 | 66,577 | 58,141 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
Packaging Coordinators Midco, Inc.(10)(12)(28) | Second lien senior secured loan | L + | 7.00% | 12/13/2029 | 196,044 | 192,738 | 186,241 | 3.2 | % | ||||||||||||||||||||||||||||||||||||||
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(10)(15)(28)(30) | First lien senior secured loan | S + | 6.75% | 1/31/2028 | 135,717 | 133,866 | 133,681 | 2.3 | % | ||||||||||||||||||||||||||||||||||||||
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.)(10)(23)(24)(28)(30) | First lien senior secured revolving loan | S + | 6.75% | 1/29/2026 | — | (187) | (203) | — | % | ||||||||||||||||||||||||||||||||||||||
Rhea Parent, Inc.(10)(15)(28) | First lien senior secured loan | S + | 5.75% | 2/19/2029 | 772 | 758 | 753 | — | % | ||||||||||||||||||||||||||||||||||||||
464,321 | 465,521 | 450,134 | 7.6 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare providers and services | |||||||||||||||||||||||||||||||||||||||||||||||
Diagnostic Service Holdings, Inc. (dba Rayus Radiology)(10)(11)(28) | First lien senior secured loan | L + | 5.50% | 3/17/2025 | 998 | 998 | 992 | — | % | ||||||||||||||||||||||||||||||||||||||
National Dentex Labs LLC (fka Barracuda Dental LLC)(10)(12)(28) | First lien senior secured loan | L + | 7.00% | 10/27/2025 | 105,500 | 104,357 | 102,862 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
National Dentex Labs LLC (fka Barracuda Dental LLC)(10)(12)(28) | First lien senior secured revolving loan | L + | 7.00% | 10/27/2025 | 9,366 | 9,213 | 9,132 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Natural Partners, LLC(10)(13)(28)(30) | First lien senior secured loan | L + | 6.00% | 11/29/2027 | 927 | 910 | 906 | — | % | ||||||||||||||||||||||||||||||||||||||
Natural Partners, LLC(10)(23)(24)(28)(30) | First lien senior secured revolving loan | L + | 6.00% | 11/29/2027 | — | (1) | (2) | — | % | ||||||||||||||||||||||||||||||||||||||
OB Hospitalist Group, Inc.(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 9/27/2027 | 95,029 | 93,398 | 94,079 | 1.6 | % | ||||||||||||||||||||||||||||||||||||||
OB Hospitalist Group, Inc.(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 5.50% | 9/27/2027 | 3,030 | 2,778 | 2,878 | — | % |
10
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Ex Vivo Parent Inc. (dba OB Hospitalist)(10)(12)(28) | First lien senior secured loan | L + | 9.50% | 9/27/2028 | 57,810 | 56,773 | 56,798 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
Pacific BidCo Inc.(10)(15)(28)(30) | First lien senior secured loan | S + | 5.75% | 8/13/2029 | 30,924 | 30,165 | 30,151 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Pacific BidCo Inc.(10)(23)(24)(25)(28)(30) | First lien senior secured delayed draw term loan | S + | 5.75% | 8/11/2025 | — | (42) | (43) | — | % | ||||||||||||||||||||||||||||||||||||||
Phoenix Newco, Inc. (dba Parexel)(10)(11)(28) | Second lien senior secured loan | L + | 6.50% | 11/15/2029 | 190,000 | 188,258 | 185,250 | 3.2 | % | ||||||||||||||||||||||||||||||||||||||
Plasma Buyer LLC (dba PathGroup)(10)(15)(28) | First lien senior secured loan | S + | 5.75% | 5/14/2029 | 681 | 668 | 672 | — | % | ||||||||||||||||||||||||||||||||||||||
Plasma Buyer LLC (dba PathGroup)(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | S + | 5.75% | 5/12/2024 | — | (2) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Plasma Buyer LLC (dba PathGroup)(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 5.75% | 5/12/2028 | — | (1) | (1) | — | % | ||||||||||||||||||||||||||||||||||||||
PPV Intermediate Holdings, LLC(10)(16)(28) | First lien senior secured loan | S + | 5.75% | 8/31/2029 | 737 | 722 | 722 | — | % | ||||||||||||||||||||||||||||||||||||||
PPV Intermediate Holdings, LLC(10)(15)(23)(25)(28) | First lien senior secured delayed draw term loan | S + | 5.75% | 9/2/2024 | 16 | 14 | 14 | — | % | ||||||||||||||||||||||||||||||||||||||
PPV Intermediate Holdings, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 5.75% | 8/31/2029 | — | (1) | (1) | — | % | ||||||||||||||||||||||||||||||||||||||
Premier Imaging, LLC (dba LucidHealth)(10)(11)(28) | First lien senior secured loan | L + | 5.75% | 1/2/2025 | 42,998 | 42,628 | 42,353 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Quva Pharma, Inc.(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 4/12/2028 | 39,600 | 38,616 | 38,610 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Quva Pharma, Inc.(10)(13)(23)(28) | First lien senior secured revolving loan | L + | 5.50% | 4/10/2026 | 1,760 | 1,675 | 1,660 | — | % | ||||||||||||||||||||||||||||||||||||||
Tivity Health, Inc.(10)(15)(28) | First lien senior secured loan | S + | 6.00% | 6/28/2029 | 1,000 | 976 | 985 | — | % | ||||||||||||||||||||||||||||||||||||||
Unified Women's Healthcare, LP(10)(14)(28) | First lien senior secured loan | S + | 5.50% | 6/18/2029 | 858 | 852 | 858 | — | % | ||||||||||||||||||||||||||||||||||||||
Unified Women's Healthcare, LP(10)(23)(25)(28) | First lien senior secured delayed draw term loan | S + | 5.50% | 6/17/2024 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
Unified Women's Healthcare, LP(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 5.50% | 6/18/2029 | — | (1) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Vermont Aus Pty Ltd(10)(15)(28)(30) | First lien senior secured loan | S + | 5.65% | 3/22/2028 | 995 | 972 | 968 | — | % | ||||||||||||||||||||||||||||||||||||||
582,229 | 573,925 | 569,843 | 9.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare technology |
11
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(12)(28) | First lien senior secured loan | L + | 5.75% | 8/23/2028 | 113,196 | 111,621 | 110,649 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | L + | 5.75% | 8/23/2023 | — | (239) | (315) | — | % | ||||||||||||||||||||||||||||||||||||||
BCPE Osprey Buyer, Inc. (dba PartsSource)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.75% | 8/21/2026 | — | (159) | (267) | — | % | ||||||||||||||||||||||||||||||||||||||
Bracket Intermediate Holding Corp.(6)(10)(12)(28) | First lien senior secured loan | L + | 4.25% | 9/5/2025 | 512 | 488 | 485 | — | % | ||||||||||||||||||||||||||||||||||||||
Bracket Intermediate Holding Corp.(10)(12)(28) | Second lien senior secured loan | L + | 8.13% | 9/7/2026 | 26,250 | 25,943 | 25,134 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Engage Debtco Limited(10)(14)(28)(30) | First lien senior secured loan | S + | 5.75% | 7/13/2029 | 1,000 | 976 | 975 | — | % | ||||||||||||||||||||||||||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(15)(28) | First lien senior secured loan | S + | 6.00% | 10/30/2028 | 4,597 | 4,515 | 4,481 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health)(10)(15)(23)(28) | First lien senior secured revolving loan | S + | 6.00% | 10/29/2027 | 37 | 31 | 28 | — | % | ||||||||||||||||||||||||||||||||||||||
Imprivata, Inc.(10)(14)(28) | Second lien senior secured loan | S + | 6.25% | 12/1/2028 | 882 | 874 | 867 | — | % | ||||||||||||||||||||||||||||||||||||||
Inovalon Holdings, Inc.(10)(12)(28) | First lien senior secured loan | L + | 6.25% (incl. 2.75% PIK) | 11/24/2028 | 181,462 | 177,469 | 176,018 | 3.0 | % | ||||||||||||||||||||||||||||||||||||||
Inovalon Holdings, Inc.(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | L + | 3.50% | 5/24/2024 | — | (208) | (332) | — | % | ||||||||||||||||||||||||||||||||||||||
Inovalon Holdings, Inc.(10)(12)(28) | Second lien senior secured loan | L + | 10.50% (incl. 10.50% PIK) | 11/24/2033 | 92,349 | 90,715 | 90,502 | 1.5 | % | ||||||||||||||||||||||||||||||||||||||
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(10)(15)(28)(30) | First lien senior secured loan | S + | 6.50% | 8/21/2026 | 118,090 | 117,029 | 117,499 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(10)(15)(23)(28)(30) | First lien senior secured revolving loan | S + | 6.50% | 8/21/2026 | 2,983 | 2,950 | 2,960 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Interoperability Bidco, Inc. (dba Lyniate)(10)(15)(28) | First lien senior secured loan | S + | 7.00% | 12/24/2026 | 66,622 | 66,236 | 65,956 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Interoperability Bidco, Inc. (dba Lyniate)(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 7.00% | 12/26/2024 | — | (15) | (30) | — | % | ||||||||||||||||||||||||||||||||||||||
607,980 | 598,226 | 594,610 | 10.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Household products | |||||||||||||||||||||||||||||||||||||||||||||||
Aptive Environmental, LLC(22)(28) | First lien senior secured loan | 12.00% (incl. 6.00% PIK) | 1/23/2026 | 12,045 | 9,946 | 10,268 | 0.2 | % | |||||||||||||||||||||||||||||||||||||||
HGH Purchaser, Inc. (dba Horizon Services)(10)(12)(28) | First lien senior secured loan | L + | 6.00% | 11/3/2025 | 147,498 | 146,144 | 145,285 | 2.5 | % |
12
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
HGH Purchaser, Inc. (dba Horizon Services)(10)(12)(23)(28) | First lien senior secured delayed draw term loan | L + | 6.00% | 11/3/2025 | 29,799 | 29,579 | 29,256 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
HGH Purchaser, Inc. (dba Horizon Services)(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 6.00% | 11/3/2025 | 10,028 | 9,895 | 9,780 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Mario Purchaser, LLC (dba Len the Plumber)(10)(14)(28) | First lien senior secured loan | S + | 5.75% | 4/26/2029 | 13,074 | 12,825 | 12,911 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Mario Purchaser, LLC (dba Len the Plumber)(10)(14)(23)(25)(28) | First lien senior secured delayed draw term loan | S + | 5.75% | 4/25/2024 | 2,026 | 1,941 | 1,988 | — | % | ||||||||||||||||||||||||||||||||||||||
Mario Midco Holdings, Inc. (dba Len the Plumber)(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 5.75% | 4/26/2028 | — | (26) | (17) | — | % | ||||||||||||||||||||||||||||||||||||||
LTP Holdco, LLC(10)(14)(28) | Unsecured facility | S + | 10.75% (incl. 10.75% PIK) | 4/26/2032 | 3,936 | 3,826 | 3,867 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
SimpliSafe Holding Corporation(10)(14)(28) | First lien senior secured loan | S + | 6.25% | 4/30/2027 | 6,157 | 6,041 | 6,080 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
SimpliSafe Holding Corporation(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | S + | 6.25% | 5/2/2024 | — | (7) | (2) | — | % | ||||||||||||||||||||||||||||||||||||||
Walker Edison Furniture Company LLC(10)(12)(28)(31) | First lien senior secured loan | L + | 8.75% (incl. 3.00% PIK) | 3/31/2027 | 85,557 | 83,191 | 59,035 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
310,120 | 303,355 | 278,451 | 4.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Human resource support services | |||||||||||||||||||||||||||||||||||||||||||||||
Cornerstone OnDemand, Inc.(10)(11)(28) | Second lien senior secured loan | L + | 6.50% | 10/15/2029 | 115,833 | 114,253 | 110,910 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
IG Investments Holdings, LLC (dba Insight Global)(10)(12)(28) | First lien senior secured loan | L + | 6.00% | 9/22/2028 | 50,516 | 49,621 | 49,632 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
IG Investments Holdings, LLC (dba Insight Global)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.00% | 9/22/2027 | — | (66) | (70) | — | % | ||||||||||||||||||||||||||||||||||||||
166,349 | 163,808 | 160,472 | 2.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Infrastructure and environmental services | |||||||||||||||||||||||||||||||||||||||||||||||
FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)(10)(11) | First lien senior secured loan | L + | 9.50% (incl. 2.00% PIK) | 10/8/2022 | 116,172 | 116,299 | 103,393 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
LineStar Integrity Services LLC(10)(13)(28) | First lien senior secured loan | L + | 7.25% | 2/12/2024 | 78,652 | 78,730 | 73,933 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)(16)(28) | First lien senior secured loan | S + | 5.50% | 3/13/2028 | 857 | 841 | 838 | — | % | ||||||||||||||||||||||||||||||||||||||
Tamarack Intermediate, L.L.C. (dba Verisk 3E)(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 5.50% | 3/13/2028 | — | (3) | (3) | — | % | ||||||||||||||||||||||||||||||||||||||
195,681 | 195,867 | 178,161 | 3.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Insurance | |||||||||||||||||||||||||||||||||||||||||||||||
Alera Group, Inc.(10)(15)(28) | First lien senior secured loan | S + | 6.50% | 10/2/2028 | 34,902 | 34,212 | 34,640 | 0.6 | % |
13
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
AmeriLife Holdings LLC(10)(15)(28) | First lien senior secured loan | S + | 5.75% | 8/31/2029 | 727 | 713 | 713 | — | % | ||||||||||||||||||||||||||||||||||||||
AmeriLife Holdings LLC(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | S + | 5.75% | 9/2/2024 | — | (2) | (4) | — | % | ||||||||||||||||||||||||||||||||||||||
AmeriLife Holdings LLC(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 5.75% | 8/31/2028 | — | (2) | (1) | — | % | ||||||||||||||||||||||||||||||||||||||
Ardonagh Midco 3 PLC(10)(13)(28)(30) | First lien senior secured USD term loan | L + | 5.75% | 7/14/2026 | 26,784 | 26,354 | 26,583 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Ardonagh Midco 3 PLC(10)(20)(28)(30) | First lien senior secured EUR term loan | E + | 7.00% | 7/14/2026 | 8,949 | 10,045 | 8,926 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Ardonagh Midco 3 PLC(10)(21)(28)(30) | First lien senior secured GBP term loan | SA + | 7.00% | 7/14/2026 | 96,736 | 107,073 | 96,736 | 1.7 | % | ||||||||||||||||||||||||||||||||||||||
Ardonagh Midco 3 PLC(10)(23)(24)(25)(28)(30) | First lien senior secured GBP delayed draw term loan | L + | 5.75% | 8/20/2023 | — | — | (68) | — | % | ||||||||||||||||||||||||||||||||||||||
Ardonagh Midco 2 PLC(22)(28)(30) | Unsecured notes | 11.50% | 1/15/2027 | 11,198 | 11,131 | 11,030 | 0.2 | % | |||||||||||||||||||||||||||||||||||||||
Brightway Holdings, LLC(10)(11)(28) | First lien senior secured loan | L + | 6.50% | 12/16/2027 | 26,708 | 26,410 | 26,174 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Brightway Holdings, LLC(10)(23)(24) | First lien senior secured revolving loan | L + | 6.50% | 12/16/2027 | — | (34) | (63) | — | % | ||||||||||||||||||||||||||||||||||||||
Evolution BuyerCo, Inc. (dba SIAA)(10)(12)(28) | First lien senior secured loan | L + | 6.25% | 4/28/2028 | 142,074 | 140,376 | 139,588 | 2.4 | % | ||||||||||||||||||||||||||||||||||||||
Evolution BuyerCo, Inc. (dba SIAA)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.25% | 4/30/2027 | — | (116) | (187) | — | % | ||||||||||||||||||||||||||||||||||||||
Integrity Marketing Acquisition, LLC(10)(13)(28) | First lien senior secured loan | L + | 5.75% | 8/27/2025 | 217,201 | 215,258 | 216,658 | 3.7 | % | ||||||||||||||||||||||||||||||||||||||
Integrity Marketing Acquisition, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.75% | 8/27/2025 | — | (108) | (37) | — | % | ||||||||||||||||||||||||||||||||||||||
Norvax, LLC (dba GoHealth)(10)(12)(28) | First lien senior secured loan | L + | 6.50% | 9/15/2025 | 76,785 | 74,960 | 74,866 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Norvax, LLC (dba GoHealth)(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 6.50% | 9/13/2024 | 9,511 | 9,440 | 9,205 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(10)(13)(28) | First lien senior secured loan | L + | 6.00% | 11/1/2028 | 135,247 | 134,037 | 134,909 | 2.3 | % | ||||||||||||||||||||||||||||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.00% | 11/1/2027 | — | (52) | (15) | — | % | ||||||||||||||||||||||||||||||||||||||
PCF Midco II, LLC (dba PCF Insurance Services)(22)(28) | First lien senior secured loan | 9.00% (incl. 9.00% PIK) | 10/31/2031 | 128,886 | 118,231 | 115,997 | 2.0 | % | |||||||||||||||||||||||||||||||||||||||
Tempo Buyer Corp. (dba Global Claims Services)(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 8/28/2028 | 1,081 | 1,062 | 1,051 | — | % |
14
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Tempo Buyer Corp. (dba Global Claims Services)(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | L + | 5.50% | 8/28/2023 | — | (3) | (5) | — | % | ||||||||||||||||||||||||||||||||||||||
Tempo Buyer Corp. (dba Global Claims Services)(10)(17)(23)(28) | First lien senior secured revolving loan | P + | 4.50% | 8/26/2027 | 9 | 7 | 5 | — | % | ||||||||||||||||||||||||||||||||||||||
THG Acquisition, LLC (dba Hilb)(10)(11)(28) | First lien senior secured loan | L + | 5.75% | 12/2/2026 | 74,936 | 73,719 | 73,812 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
THG Acquisition, LLC (dba Hilb)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.75% | 12/2/2025 | — | (122) | (129) | — | % | ||||||||||||||||||||||||||||||||||||||
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 7/23/2027 | 38,793 | 38,145 | 37,824 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.50% | 7/23/2027 | — | (68) | (106) | — | % | ||||||||||||||||||||||||||||||||||||||
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(10)(13)(28) | First lien senior secured loan | L + | 9.50% (incl. 9.50% PIK) | 7/24/2028 | 33,806 | 33,272 | 33,299 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||
1,064,333 | 1,053,938 | 1,041,401 | 18.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Internet software and services | |||||||||||||||||||||||||||||||||||||||||||||||
3ES Innovation Inc. (dba Aucerna)(10)(12)(28)(30) | First lien senior secured loan | L + | 6.75% | 5/13/2025 | 60,791 | 60,361 | 60,183 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
3ES Innovation Inc. (dba Aucerna)(10)(12)(23)(28)(30) | First lien senior secured revolving loan | L + | 6.75% | 5/13/2025 | 1,700 | 1,679 | 1,661 | — | % | ||||||||||||||||||||||||||||||||||||||
Accela, Inc.(10)(11) | First lien senior secured loan | L + | 7.50% (incl. 4.25% PIK) | 9/30/2024 | 24,599 | 24,480 | 24,291 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Accela, Inc.(10)(11)(23) | First lien senior secured revolving loan | L + | 7.00% | 9/30/2024 | 1,500 | 1,500 | 1,463 | — | % | ||||||||||||||||||||||||||||||||||||||
Anaplan, Inc.(10)(14)(28) | First lien senior secured loan | S + | 6.50% | 6/21/2029 | 135,082 | 133,772 | 134,744 | 2.3 | % | ||||||||||||||||||||||||||||||||||||||
Anaplan, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 6.50% | 6/21/2028 | — | (93) | (24) | — | % | ||||||||||||||||||||||||||||||||||||||
Apptio, Inc.(10)(12)(28) | First lien senior secured loan | L + | 6.00% | 1/10/2025 | 50,916 | 50,347 | 50,916 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
Apptio, Inc.(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 6.00% | 1/10/2025 | 1,112 | 1,090 | 1,112 | — | % | ||||||||||||||||||||||||||||||||||||||
Armstrong Bidco Limited (dba The Access Group)(10)(21)(28)(30) | First lien senior secured loan | SA + | 5.75% | 6/28/2029 | 2,171 | 2,335 | 2,139 | — | % | ||||||||||||||||||||||||||||||||||||||
Armstrong Bidco Limited (dba The Access Group)(10)(21)(23)(25)(28)(30) | First lien senior secured delayed draw term loan | SA + | 5.75% | 6/30/2025 | 373 | 401 | 368 | — | % | ||||||||||||||||||||||||||||||||||||||
Bayshore Intermediate #2, L.P. (dba Boomi)(10)(11)(28) | First lien senior secured loan | L + | 7.75% (incl. 7.75% PIK) | 10/2/2028 | 90,127 | 88,461 | 88,099 | 1.5 | % | ||||||||||||||||||||||||||||||||||||||
Bayshore Intermediate #2, L.P. (dba Boomi)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.75% | 10/1/2027 | — | (130) | (156) | — | % |
15
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
BCPE Nucleon (DE) SPV, LP(10)(13)(28)(30) | First lien senior secured loan | L + | 7.00% | 9/24/2026 | 189,778 | 187,677 | 188,829 | 3.2 | % | ||||||||||||||||||||||||||||||||||||||
BCTO BSI Buyer, Inc. (dba Buildertrend)(10)(15)(28) | First lien senior secured loan | S + | 8.00% (incl. 8.00% PIK) | 12/23/2026 | 51,889 | 51,448 | 51,889 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
BCTO BSI Buyer, Inc. (dba Buildertrend)(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 7.00% | 12/23/2026 | — | (90) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Centrify Corporation(10)(11)(28) | First lien senior secured loan | L + | 6.00% | 3/2/2028 | 66,397 | 65,038 | 64,737 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Centrify Corporation(10)(11)(23)(28) | First lien senior secured revolving loan | L + | 6.00% | 3/2/2027 | 3,409 | 3,261 | 3,238 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
CivicPlus, LLC(10)(11)(28) | First lien senior secured loan | L + | 6.75% (incl. 2.50% PIK) | 8/24/2027 | 34,545 | 34,234 | 34,460 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||
CivicPlus, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.25% | 8/24/2027 | — | (24) | (7) | — | % | ||||||||||||||||||||||||||||||||||||||
CP PIK DEBT ISSUER, LLC (dba CivicPlus, LLC)(10)(16)(28) | Unsecured notes | S + | 11.75% (incl. 11.75% PIK) | 6/9/2034 | 16,734 | 16,244 | 16,399 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Delta TopCo, Inc. (dba Infoblox, Inc.)(10)(13)(28) | Second lien senior secured loan | L + | 7.25% | 12/1/2028 | 15,000 | 14,939 | 13,875 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
EET Buyer, Inc. (dba e-Emphasys)(10)(12)(28) | First lien senior secured loan | L + | 5.25% | 11/8/2027 | 4,523 | 4,483 | 4,466 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
EET Buyer, Inc. (dba e-Emphasys)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.25% | 11/8/2027 | — | (4) | (6) | — | % | ||||||||||||||||||||||||||||||||||||||
Forescout Technologies, Inc.(10)(12)(28) | First lien senior secured loan | L + | 9.35% (incl. 9.35% PIK) | 8/17/2026 | 101,328 | 100,331 | 101,328 | 1.7 | % | ||||||||||||||||||||||||||||||||||||||
Forescout Technologies, Inc.(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | L + | 8.00% | 7/1/2024 | — | (229) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Forescout Technologies, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 8.50% | 8/18/2025 | — | (54) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Genesis Acquisition Co. (dba Procare Software)(10)(13)(28) | First lien senior secured loan | L + | 3.75% | 7/31/2024 | 17,988 | 17,868 | 17,494 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Genesis Acquisition Co. (dba Procare Software)(10)(13)(28) | First lien senior secured revolving loan | L + | 3.75% | 7/31/2024 | 2,637 | 2,621 | 2,564 | — | % | ||||||||||||||||||||||||||||||||||||||
GovBrands Intermediate, Inc.(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 8/4/2027 | 10,578 | 10,356 | 10,181 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
GovBrands Intermediate, Inc.(10)(12)(23)(25)(28) | First lien senior secured delayed draw term loan | L + | 5.50% | 8/4/2023 | 2,380 | 2,319 | 2,263 | — | % | ||||||||||||||||||||||||||||||||||||||
GovBrands Intermediate, Inc.(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 5.50% | 8/4/2027 | 220 | 204 | 191 | — | % | ||||||||||||||||||||||||||||||||||||||
Granicus, Inc.(10)(13)(28) | First lien senior secured loan | L + | 6.50% | 1/29/2027 | 13,394 | 13,146 | 13,059 | 0.2 | % |
16
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Granicus, Inc.(10)(12)(23)(25)(28) | First lien senior secured delayed draw term loan | L + | 6.50% | 1/30/2023 | 1,524 | 1,492 | 1,470 | — | % | ||||||||||||||||||||||||||||||||||||||
Granicus, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.50% | 1/29/2027 | — | (21) | (30) | — | % | ||||||||||||||||||||||||||||||||||||||
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(10)(11)(28)(30) | First lien senior secured loan | L + | 7.50% | 4/16/2026 | 51,567 | 50,562 | 51,567 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(10)(23)(24)(28)(30) | First lien senior secured revolving loan | L + | 7.50% | 4/16/2026 | — | (287) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Hyland Software, Inc.(10)(11)(28) | Second lien senior secured loan | L + | 6.25% | 7/7/2025 | 15,482 | 15,471 | 15,172 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Litera Bidco LLC(10)(11)(28) | First lien senior secured loan | L + | 5.89% | 5/29/2026 | 149,056 | 147,675 | 148,733 | 2.5 | % | ||||||||||||||||||||||||||||||||||||||
Litera Bidco LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.75% | 5/29/2026 | — | (34) | (29) | — | % | ||||||||||||||||||||||||||||||||||||||
MessageBird BidCo B.V.(10)(13)(28)(30) | First lien senior secured loan | L + | 6.75% | 5/5/2027 | 77,000 | 75,624 | 75,268 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
MINDBODY, Inc.(10)(12)(28) | First lien senior secured loan | L + | 8.50% (incl. 1.50% PIK) | 2/14/2025 | 67,902 | 67,569 | 67,902 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||
MINDBODY, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 8.00% | 2/14/2025 | — | (24) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Ministry Brands Holdings, LLC(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 12/29/2028 | 703 | 690 | 683 | — | % | ||||||||||||||||||||||||||||||||||||||
Ministry Brands Holdings, LLC(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | L + | 5.50% | 12/27/2023 | — | (2) | (4) | — | % | ||||||||||||||||||||||||||||||||||||||
Ministry Brands Holdings, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.50% | 12/27/2027 | — | (1) | (2) | — | % | ||||||||||||||||||||||||||||||||||||||
Proofpoint, Inc.(6)(10)(12)(28) | Second lien senior secured loan | L + | 6.25% | 8/31/2029 | 19,600 | 19,512 | 18,792 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
QAD, Inc.(10)(11)(28) | First lien senior secured loan | L + | 6.00% | 11/5/2027 | 26,439 | 25,976 | 25,778 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
QAD, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.00% | 11/5/2027 | — | (58) | (86) | — | % | ||||||||||||||||||||||||||||||||||||||
SailPoint Technologies Holdings, Inc.(10)(14)(28) | First lien senior secured loan | S + | 6.25% | 8/15/2029 | 45,640 | 44,688 | 44,677 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
SailPoint Technologies Holdings, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 6.25% | 8/15/2028 | — | (85) | (92) | — | % | ||||||||||||||||||||||||||||||||||||||
Securonix, Inc.(10)(15)(28) | First lien senior secured loan | S + | 6.50% | 4/5/2028 | 847 | 840 | 845 | — | % | ||||||||||||||||||||||||||||||||||||||
Securonix, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 6.50% | 4/5/2028 | — | (1) | — | — | % |
17
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Tahoe Finco, LLC(10)(11)(28)(30) | First lien senior secured loan | L + | 6.00% | 9/29/2028 | 123,256 | 122,164 | 121,099 | 2.1 | % | ||||||||||||||||||||||||||||||||||||||
Tahoe Finco, LLC(10)(23)(24)(28)(30) | First lien senior secured revolving loan | L + | 6.00% | 10/1/2027 | — | (77) | (162) | — | % | ||||||||||||||||||||||||||||||||||||||
Thunder Purchaser, Inc. (dba Vector Solutions)(10)(12)(28) | First lien senior secured loan | L + | 5.75% | 6/30/2028 | 64,313 | 63,766 | 63,027 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Thunder Purchaser, Inc. (dba Vector Solutions)(10)(12)(23)(25)(28) | First lien senior secured delayed draw term loan | L + | 5.75% | 8/17/2023 | 3,938 | 3,899 | 3,789 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Thunder Purchaser, Inc. (dba Vector Solutions)(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 5.75% | 6/30/2027 | 1,316 | 1,286 | 1,239 | — | % | ||||||||||||||||||||||||||||||||||||||
When I Work, Inc.(10)(12)(28) | First lien senior secured loan | L + | 7.00% (incl. 7.00% PIK) | 11/2/2027 | 5,134 | 5,091 | 5,031 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
When I Work, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.00% | 11/2/2027 | — | (8) | (18) | — | % | ||||||||||||||||||||||||||||||||||||||
1,552,888 | 1,533,678 | 1,534,405 | 26.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Leisure and entertainment | |||||||||||||||||||||||||||||||||||||||||||||||
Troon Golf, L.L.C.(10)(13)(28) | First lien senior secured loan | L + | 5.75% | 8/5/2027 | 280,946 | 279,768 | 280,946 | 4.8 | % | ||||||||||||||||||||||||||||||||||||||
Troon Golf, L.L.C.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.00% | 8/5/2026 | — | (83) | — | — | % | ||||||||||||||||||||||||||||||||||||||
280,946 | 279,685 | 280,946 | 4.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Manufacturing | |||||||||||||||||||||||||||||||||||||||||||||||
BCPE Watson (DE) ORML, LP(9)(10)(16)(28)(30) | First lien senior secured loan | S + | 6.50% | 7/1/2028 | 15,000 | 14,855 | 14,850 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Gloves Buyer, Inc. (dba Protective Industrial Products)(10)(11)(28) | Second lien senior secured loan | L + | 8.25% | 12/29/2028 | 29,250 | 28,636 | 28,811 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Ideal Tridon Holdings, Inc.(10)(12)(28) | First lien senior secured loan | L + | 5.25% | 7/31/2024 | 52,699 | 52,410 | 52,699 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
Ideal Tridon Holdings, Inc.(10)(23)(28) | First lien senior secured revolving loan | L + | 5.25% | 7/31/2023 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
MHE Intermediate Holdings, LLC (dba OnPoint Group)(10)(16)(28) | First lien senior secured loan | S + | 6.00% | 7/21/2027 | 182,235 | 180,707 | 179,957 | 3.1 | % | ||||||||||||||||||||||||||||||||||||||
MHE Intermediate Holdings, LLC (dba OnPoint Group)(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 6.00% | 7/21/2027 | — | (124) | (194) | — | % | ||||||||||||||||||||||||||||||||||||||
PHM Netherlands Midco B.V. (dba Loparex)(10)(11)(28) | First lien senior secured loan | L + | 4.50% | 7/31/2026 | 780 | 739 | 753 | — | % | ||||||||||||||||||||||||||||||||||||||
PHM Netherlands Midco B.V. (dba Loparex)(10)(12)(28) | Second lien senior secured loan | L + | 8.75% | 7/30/2027 | 112,000 | 106,548 | 109,200 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)(10)(11)(28) | First lien senior secured loan | L + | 4.50% | 6/29/2026 | 13,817 | 13,737 | 13,436 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Sonny's Enterprises LLC(10)(12)(28) | First lien senior secured loan | L + | 6.75% | 8/5/2026 | 230,495 | 227,397 | 230,495 | 3.9 | % |
18
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Sonny's Enterprises LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.75% | 8/5/2025 | — | (204) | — | — | % | ||||||||||||||||||||||||||||||||||||||
636,276 | 624,701 | 630,007 | 10.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Oil and gas | |||||||||||||||||||||||||||||||||||||||||||||||
Project Power Buyer, LLC (dba PEC-Veriforce)(10)(12)(28) | First lien senior secured loan | L + | 6.00% | 5/14/2026 | 44,746 | 44,385 | 44,746 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
Project Power Buyer, LLC (dba PEC-Veriforce)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.00% | 5/14/2025 | — | (17) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Zenith Energy U.S. Logistics Holdings, LLC(10)(12)(28) | First lien senior secured loan | L + | 5.50% | 12/20/2024 | 64,476 | 63,905 | 64,476 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
109,222 | 108,273 | 109,222 | 1.9 | % | |||||||||||||||||||||||||||||||||||||||||||
Professional services | |||||||||||||||||||||||||||||||||||||||||||||||
AmSpec Group, Inc. (fka AmSpec Services Inc.)(10)(12)(28) | First lien senior secured loan | L + | 5.75% | 7/2/2024 | 109,411 | 108,722 | 108,589 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
AmSpec Group, Inc. (fka AmSpec Services Inc.)(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 3.75% | 7/2/2024 | 2,712 | 2,638 | 2,603 | — | % | ||||||||||||||||||||||||||||||||||||||
Apex Group Treasury, LLC(10)(12)(28)(30) | Second lien senior secured loan | L + | 6.75% | 7/27/2029 | 44,147 | 43,484 | 42,381 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Apex Service Partners, LLC(10)(15)(23)(25)(28) | First lien senior secured delayed draw term loan | S + | 5.50% | 10/23/2023 | 832 | 820 | 826 | — | % | ||||||||||||||||||||||||||||||||||||||
Apex Service Partners, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 5.50% | 7/31/2025 | — | (1) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Apex Service Partners Intermediate 2, LLC(22)(28) | First lien senior secured loan | 12.50% (incl. 12.50% PIK) | 7/22/2027 | 47,500 | 46,346 | 46,313 | 0.8 | % | |||||||||||||||||||||||||||||||||||||||
Gerson Lehrman Group, Inc.(10)(13)(28) | First lien senior secured loan | L + | 5.25% | 12/12/2024 | 121,939 | 121,446 | 121,939 | 2.1 | % | ||||||||||||||||||||||||||||||||||||||
Gerson Lehrman Group, Inc.(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.25% | 12/12/2024 | — | (79) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Guidehouse Inc.(10)(11)(28) | First lien senior secured loan | L + | 5.50% | 10/16/2028 | 4,614 | 4,573 | 4,568 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Relativity ODA LLC(10)(11)(28) | First lien senior secured loan | L + | 7.50% (incl. 7.50% PIK) | 5/12/2027 | 81,625 | 80,732 | 81,216 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||
Relativity ODA LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.50% | 5/12/2027 | — | (85) | (37) | — | % | ||||||||||||||||||||||||||||||||||||||
Spotless Brands, LLC(10)(15)(28) | First lien senior secured loan | S + | 6.50% | 7/25/2028 | 40,868 | 40,070 | 40,051 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Spotless Brands, LLC(10)(14)(23)(25)(28) | First lien senior secured delayed draw term loan | S + | 6.50% | 7/25/2023 | 2,088 | 1,992 | 1,989 | — | % | ||||||||||||||||||||||||||||||||||||||
Spotless Brands, LLC(10)(14)(23)(28) | First lien senior secured revolving loan | S + | 6.50% | 7/25/2028 | 945 | 919 | 919 | — | % | ||||||||||||||||||||||||||||||||||||||
456,681 | 451,577 | 451,357 | 7.7 | % |
19
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Specialty retail | |||||||||||||||||||||||||||||||||||||||||||||||
Galls, LLC(10)(12)(28) | First lien senior secured loan | L + | 6.75% (incl. 0.50% PIK) | 1/31/2025 | 112,701 | 112,006 | 109,320 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
Galls, LLC(10)(12)(23)(28) | First lien senior secured revolving loan | L + | 6.75% | 1/31/2024 | 18,238 | 18,010 | 17,265 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Ideal Image Development, LLC(10)(14)(28) | First lien senior secured loan | S + | 6.50% | 9/1/2027 | 11,707 | 11,476 | 11,473 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Ideal Image Development, LLC(10)(23)(24)(25)(28) | First lien senior secured delayed draw term loan | S + | 6.50% | 3/1/2024 | — | (7) | (7) | — | % | ||||||||||||||||||||||||||||||||||||||
Ideal Image Development, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 6.50% | 9/1/2027 | — | (36) | (37) | — | % | ||||||||||||||||||||||||||||||||||||||
Milan Laser Holdings LLC(10)(11)(28) | First lien senior secured loan | L + | 5.00% | 4/27/2027 | 24,116 | 23,925 | 23,996 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Milan Laser Holdings LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.00% | 4/27/2026 | — | (15) | (10) | — | % | ||||||||||||||||||||||||||||||||||||||
Notorious Topco, LLC (dba Beauty Industry Group)(10)(14)(28) | First lien senior secured loan | S + | 6.75% | 11/23/2027 | 109,632 | 108,179 | 109,083 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
Notorious Topco, LLC (dba Beauty Industry Group)(10)(14)(23)(25)(28) | First lien senior secured delayed draw term loan | S + | 6.75% | 11/23/2023 | 9,554 | 9,349 | 9,506 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Notorious Topco, LLC (dba Beauty Industry Group)(10)(23)(24)(28) | First lien senior secured revolving loan | S + | 6.75% | 5/24/2027 | — | (121) | (48) | — | % | ||||||||||||||||||||||||||||||||||||||
The Shade Store, LLC(10)(11)(28) | First lien senior secured loan | L + | 6.00% | 10/13/2027 | 9,023 | 8,925 | 8,797 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
The Shade Store, LLC(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 6.00% | 10/13/2026 | — | (9) | (23) | — | % | ||||||||||||||||||||||||||||||||||||||
294,971 | 291,682 | 289,315 | 5.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Transportation | |||||||||||||||||||||||||||||||||||||||||||||||
Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.)(10)(13)(28) | First lien senior secured loan | L + | 5.75% | 12/9/2025 | 142,964 | 141,526 | 142,964 | 2.4 | % | ||||||||||||||||||||||||||||||||||||||
Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.)(10)(23)(24)(28) | First lien senior secured revolving loan | L + | 5.75% | 12/9/2025 | — | (246) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Lytx, Inc.(10)(14)(28) | First lien senior secured loan | S + | 6.75% | 2/27/2026 | 71,187 | 70,443 | 70,119 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||
Motus Group, LLC(10)(11)(28) | Second lien senior secured loan | L + | 6.50% | 12/10/2029 | 10,810 | 10,710 | 10,566 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
224,961 | 222,433 | 223,649 | 3.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Total non-controlled/non-affiliated portfolio company debt investments | $ | 11,615,947 | $ | 11,494,991 | $ | 11,267,660 | 192.4 | % | |||||||||||||||||||||||||||||||||||||||
Equity Investments | |||||||||||||||||||||||||||||||||||||||||||||||
Aerospace and defense |
20
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Space Exploration Technologies Corp.(28)(29)(32) | Class A Common Stock | N/A | N/A | 46,605 | 2,557 | 3,262 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Space Exploration Technologies Corp.(28)(29)(32) | Class C Common Stock | N/A | N/A | 9,360 | 446 | 655 | — | % | |||||||||||||||||||||||||||||||||||||||
3,003 | 3,917 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
Automotive | |||||||||||||||||||||||||||||||||||||||||||||||
CD&R Value Building Partners I, L.P. (dba Belron)(28)(29)(30)(32) | LP Interest | N/A | N/A | 33,108 | 33,108 | 32,614 | 0.6 | % | |||||||||||||||||||||||||||||||||||||||
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(22)(28)(29) | Series A Convertible Preferred Stock | 7.00% (incl. 7.00% PIK) | N/A | 165,042 | 160,670 | 155,552 | 2.7 | % | |||||||||||||||||||||||||||||||||||||||
193,778 | 188,166 | 3.3 | % | ||||||||||||||||||||||||||||||||||||||||||||
Buildings and real estate | |||||||||||||||||||||||||||||||||||||||||||||||
Associations Finance, Inc.(22)(28)(29) | Preferred Stock | 12.00% (incl. 12.00% PIK) | N/A | 54,800,000 | 53,658 | 54,020 | 0.9 | % | |||||||||||||||||||||||||||||||||||||||
Dodge Contruction Network Holdings, LP(28)(29)(32) | Class A-2 Common Units | N/A | N/A | 2,181,629 | 1,859 | 1,855 | — | % | |||||||||||||||||||||||||||||||||||||||
Dodge Contruction Network Holdings, LP(22)(28)(29) | Series A Preferred Units | 8.25% (incl. 8.25% PIK) | N/A | — | 45 | 45 | — | % | |||||||||||||||||||||||||||||||||||||||
55,562 | 55,920 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||||||||
Business services | |||||||||||||||||||||||||||||||||||||||||||||||
Denali Holding, LP (dba Summit Companies)(28)(29)(32) | Class A Units | N/A | N/A | 313,580 | 3,431 | 4,168 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Hercules Buyer, LLC (dba The Vincit Group)(28)(29)(32)(34) | Common Units | N/A | N/A | 2,190,000 | 2,192 | 2,192 | — | % | |||||||||||||||||||||||||||||||||||||||
Knockout Intermediate Holdings I Inc. (dba Kaseya)(22)(28)(29) | Perpetual Preferred Stock | 11.75% (incl. 11.75% PIK) | N/A | 14,000 | 13,659 | 13,790 | 0.2 | % | |||||||||||||||||||||||||||||||||||||||
19,282 | 20,150 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||||||||
Consumer Products | |||||||||||||||||||||||||||||||||||||||||||||||
ASP Conair Holdings LP(28)(29)(32) | Class A Units | N/A | N/A | 60,714 | 6,071 | 5,480 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
6,071 | 5,480 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
Financial services | |||||||||||||||||||||||||||||||||||||||||||||||
Amergin Asset Management, LLC(28)(29)(30)(32) | Class A Units | N/A | N/A | 50,000,000 | — | — | — | % | |||||||||||||||||||||||||||||||||||||||
Blend Labs, Inc.(5)(28)(32) | Common stock | N/A | N/A | 72,317 | 1,000 | 160 | — | % | |||||||||||||||||||||||||||||||||||||||
Blend Labs, Inc.(28)(29)(32) | Warrants | N/A | N/A | 179,529 | 975 | 22 | — | % | |||||||||||||||||||||||||||||||||||||||
1,975 | 182 | — | % | ||||||||||||||||||||||||||||||||||||||||||||
Food and beverage | |||||||||||||||||||||||||||||||||||||||||||||||
H-Food Holdings, LLC(28)(29)(32) | LLC Interest | N/A | N/A | 10,875 | 10,875 | 11,318 | 0.2 | % | |||||||||||||||||||||||||||||||||||||||
Hissho Sushi Holdings, LLC(28)(29)(32) | Class A units | N/A | N/A | 7,502 | 75 | 75 | — | % | |||||||||||||||||||||||||||||||||||||||
10,950 | 11,393 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||||||||
Healthcare equipment and services | |||||||||||||||||||||||||||||||||||||||||||||||
KPCI Holdings, L.P.(28)(29)(32) | Class A Units | N/A | N/A | 30,425 | 32,285 | 32,111 | 0.5 | % |
21
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Maia Aggregator, LP(28)(29)(32) | Class A-2 Units | N/A | N/A | 168,539 | 169 | 169 | — | % | |||||||||||||||||||||||||||||||||||||||
Patriot Holdings SCSp (dba Corza Health, Inc.)(28)(29)(30)(32) | Class B Units | N/A | N/A | 97,833 | 18 | 1,109 | — | % | |||||||||||||||||||||||||||||||||||||||
Patriot Holdings SCSp (dba Corza Health, Inc.)(22)(28)(29)(30) | Class A Units | 8.00% (incl. 8.00% PIK) | N/A | 7,104 | 8,101 | 7,942 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Rhea Acquisition Holdings, LP(28)(29)(32) | Series A-2 Units | N/A | N/A | 119,048 | 119 | 119 | — | % | |||||||||||||||||||||||||||||||||||||||
40,692 | 41,450 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||||||||
Healthcare providers and services | |||||||||||||||||||||||||||||||||||||||||||||||
KOBHG Holdings, L.P. (dba OB Hospitalist)(28)(29)(32) | Class A Interests | N/A | N/A | 6,670 | 6,670 | 6,445 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
6,670 | 6,445 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
Healthcare technology | |||||||||||||||||||||||||||||||||||||||||||||||
BEHP Co-Investor II, L.P.(28)(29)(30)(32) | LP Interest | N/A | N/A | 1,269,969 | 1,266 | 1,270 | — | % | |||||||||||||||||||||||||||||||||||||||
WP Irving Co-Invest, L.P.(28)(29)(30)(32) | Partnership Units | N/A | N/A | 1,250,000 | 1,250 | 1,250 | — | % | |||||||||||||||||||||||||||||||||||||||
Minerva Holdco, Inc.(22)(28)(29) | Series A Preferred Stock | 10.75% (incl. 10.75% PIK) | N/A | 7,480 | 7,348 | 6,676 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
9,864 | 9,196 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
Household products | |||||||||||||||||||||||||||||||||||||||||||||||
Evology, LLC(28)(29)(32) | Class B Units | N/A | N/A | 451 | 2,160 | 2,160 | — | % | |||||||||||||||||||||||||||||||||||||||
2,160 | 2,160 | — | % | ||||||||||||||||||||||||||||||||||||||||||||
Human resource support services | |||||||||||||||||||||||||||||||||||||||||||||||
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand)(22)(28)(29) | Series A Preferred Stock | 10.50% (incl. 10.50% PIK) | N/A | 41,413 | 40,528 | 37,376 | 0.6 | % | |||||||||||||||||||||||||||||||||||||||
40,528 | 37,376 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||||||||
Insurance | |||||||||||||||||||||||||||||||||||||||||||||||
Accelerate topco Holdings, LLC(28)(29)(32) | Common Units | N/A | N/A | 493 | 14 | 14 | — | % | |||||||||||||||||||||||||||||||||||||||
Evolution Parent, LP (dba SIAA)(28)(29)(32) | LP Interest | N/A | N/A | 42,838 | 4,284 | 4,284 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway)(28)(29)(32) | LP Interest | N/A | N/A | 638 | 638 | 632 | — | % | |||||||||||||||||||||||||||||||||||||||
GoHealth, Inc. (5)(28)(32) | Common Stock | N/A | N/A | 1,021,885 | 5,232 | 363 | — | % | |||||||||||||||||||||||||||||||||||||||
PCF Holdco, LLC (dba PCF Insurance Services)(28)(29)(32) | Class A Units | N/A | N/A | 14,772,724 | 37,464 | 65,898 | 1.1 | % | |||||||||||||||||||||||||||||||||||||||
47,632 | 71,191 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||||||||
Internet and software services | |||||||||||||||||||||||||||||||||||||||||||||||
BCTO WIW Holdings, Inc. (dba When I Work)(28)(29)(32) | Class A Common Stock | N/A | N/A | 13,000 | 1,300 | 1,171 | — | % | |||||||||||||||||||||||||||||||||||||||
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi)(28)(29)(32) | Common Units | N/A | N/A | 7,503,843 | 7,504 | 7,379 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Elliott Alto Co-Investor Aggregator L.P.(28)(29)(30)(32) | LP Interest | N/A | N/A | 3,134 | 3,144 | 3,134 | 0.1 | % |
22
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC)(28)(29)(30)(32) | LP Interest | N/A | N/A | 1,230 | 1,230 | 1,230 | — | % | |||||||||||||||||||||||||||||||||||||||
MessageBird Holding B.V.(28)(29)(30)(32) | Extended Series C Warrants | N/A | N/A | 122,890 | 753 | 125 | — | % | |||||||||||||||||||||||||||||||||||||||
Picard Holdco, LLC(10)(15)(28)(29) | Series A Preferred Stock | S + | 12.00% (incl. 12.00% PIK) | N/A | 24,716 | 23,975 | 23,975 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Project Alpine Co-Invest Fund, LP(28)(29)(30)(32) | LP Interest | N/A | N/A | 10,006 | 10,006 | 10,000 | 0.2 | % | |||||||||||||||||||||||||||||||||||||||
Project Hotel California Co-Invest Fund, L.P. (28)(29)(30)(32) | LP Interest | N/A | N/A | 2,687 | 2,687 | 2,685 | — | % | |||||||||||||||||||||||||||||||||||||||
Thunder Topco L.P. (dba Vector Solutions)(28)(29)(32) | Common Units | N/A | N/A | 3,829,614 | 3,830 | 3,673 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)(22)(28)(29) | Series A Preferred Stock | 6.00% (incl. 6.00% PIK) | N/A | 21,250 | 22,218 | 20,772 | 0.4 | % | |||||||||||||||||||||||||||||||||||||||
WMC Bidco, Inc. (dba West Monroe)(22)(28)(29) | Senior Preferred Stock | 11.25% (incl. 11.25% PIK) | N/A | 18,444 | 18,044 | 17,245 | 0.3 | % | |||||||||||||||||||||||||||||||||||||||
94,691 | 91,389 | 1.6 | % | ||||||||||||||||||||||||||||||||||||||||||||
Manufacturing | |||||||||||||||||||||||||||||||||||||||||||||||
Gloves Holdings, LP (dba Protective Industrial Products)(28)(29)(32) | LP Interest | N/A | N/A | 32,500 | 3,250 | 3,478 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Windows Entities(28)(29)(33) | LLC Units | N/A | N/A | 31,849 | 60,319 | 106,939 | 1.8 | % | |||||||||||||||||||||||||||||||||||||||
63,569 | 110,417 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||||||||
Total non-controlled/non-affiliated portfolio company equity investments | $ | 596,427 | $ | 654,832 | 11.0 | % | |||||||||||||||||||||||||||||||||||||||||
Total non-controlled/non-affiliated portfolio company investments | $ | 12,091,418 | $ | 11,922,492 | 203.4 | % | |||||||||||||||||||||||||||||||||||||||||
Non-controlled/affiliated portfolio company investments | |||||||||||||||||||||||||||||||||||||||||||||||
Equity Investments | |||||||||||||||||||||||||||||||||||||||||||||||
Insurance | |||||||||||||||||||||||||||||||||||||||||||||||
Chapford SMA Partnership, L.P.(9)(23)(26)(28)(29)(30)(32) | LP Interest | N/A | N/A | 7,350 | 7,032 | 7,032 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
7,350 | 7,032 | 7,032 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Total non-controlled/affiliated portfolio company equity investments | 7,350 | $ | 7,032 | $ | 7,032 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||
Total non-controlled/affiliated portfolio company investments | 7,350 | $ | 7,032 | $ | 7,032 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||
Controlled/affiliated portfolio company investments | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Investments | |||||||||||||||||||||||||||||||||||||||||||||||
Advertising and media | |||||||||||||||||||||||||||||||||||||||||||||||
Swipe Acquisition Corporation (dba PLI)(10)(14)(27)(28) | First lien senior secured loan | S + | 8.00% | 6/28/2024 | 49,702 | 49,180 | 49,454 | 0.8 | % |
23
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Company(1)(4)(8) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Swipe Acquisition Corporation (dba PLI)(10)(15)(23)(25)(27)(28) | First lien senior secured delayed draw term loan | S + | 8.00% | 12/31/2022 | 14,800 | 14,800 | 14,695 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Swipe Acquisition Corporation (dba PLI)(10)(23)(27)(28) | Letter of Credit | S + | 8.00% | 6/28/2024 | — | 2 | — | — | % | ||||||||||||||||||||||||||||||||||||||
64,502 | 63,982 | 64,149 | 1.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Distribution | |||||||||||||||||||||||||||||||||||||||||||||||
PS Operating Company LLC (fka QC Supply, LLC)(10)(12)(27) | First lien senior secured loan | L + | 6.00% | 12/31/2024 | 13,241 | 12,976 | 12,778 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
PS Operating Company LLC (fka QC Supply, LLC)(10)(12)(23)(27) | First lien senior secured revolving loan | L + | 6.00% | 12/31/2024 | 3,641 | 3,531 | 3,468 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
16,882 | 16,507 | 16,246 | 0.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Total controlled/affiliated portfolio company debt investments | $ | 81,384 | $ | 80,489 | $ | 80,395 | 1.4 | % | |||||||||||||||||||||||||||||||||||||||
Equity Investments | |||||||||||||||||||||||||||||||||||||||||||||||
Advertising and media | |||||||||||||||||||||||||||||||||||||||||||||||
New PLI Holdings, LLC (dba PLI)(27)(28)(29) | Class A Common Units | N/A | N/A | 86,745 | 48,008 | 94,713 | 1.6 | % | |||||||||||||||||||||||||||||||||||||||
48,008 | 94,713 | 1.6 | % | ||||||||||||||||||||||||||||||||||||||||||||
Distribution | |||||||||||||||||||||||||||||||||||||||||||||||
PS Op Holdings LLC (fka QC Supply, LLC)(27)(29)(32) | Class A Common Units | N/A | N/A | 248,271 | 4,300 | 3,950 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
4,300 | 3,950 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
Financial services | |||||||||||||||||||||||||||||||||||||||||||||||
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(23)(27)(28)(29)(30)(32) | LLC Interest | N/A | N/A | 5 | 5 | — | — | % | |||||||||||||||||||||||||||||||||||||||
AAM Series 2.1 Aviation Feeder, LLC(23)(27)(28)(29)(30)(32) | LLC Interest | N/A | N/A | 1,368 | 1,373 | 1,368 | — | % | |||||||||||||||||||||||||||||||||||||||
Wingspire Capital Holdings LLC(9)(23)(27)(29) | LLC Interest | N/A | N/A | 354,145 | 354,145 | 412,058 | 7.0 | % | |||||||||||||||||||||||||||||||||||||||
355,523 | 413,426 | 7.0 | % | ||||||||||||||||||||||||||||||||||||||||||||
Investment funds and vehicles | |||||||||||||||||||||||||||||||||||||||||||||||
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)(7)(9)(27)(29)(30) | LLC Interest | N/A | N/A | 345,089 | 345,089 | 313,910 | 5.4 | % | |||||||||||||||||||||||||||||||||||||||
345,089 | 313,910 | 5.4 | % | ||||||||||||||||||||||||||||||||||||||||||||
Total controlled/affiliated portfolio company equity investments | $ | 752,920 | $ | 825,999 | 14.1 | % | |||||||||||||||||||||||||||||||||||||||||
Total controlled/affiliated portfolio company investments | $ | 833,409 | $ | 906,394 | 15.5 | % | |||||||||||||||||||||||||||||||||||||||||
Total Investments | $ | 12,931,859 | $ | 12,835,918 | 219.0 | % |
24
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Interest Rate Swaps as of September 30, 2022 | ||||||||||||||||||||||||||||||||||||||
Company Receives | Company Pays | Maturity Date | Notional Amount | Hedged Instrument | Footnote Reference | |||||||||||||||||||||||||||||||||
Interest rate swap | 5.25% | L + 2.937% | 4/10/2024 | 400,000 | 2024 Notes | Note 6 | ||||||||||||||||||||||||||||||||
Interest rate swap | 2.63% | L + 1.655% | 1/15/2027 | 500,000 | 2027 Notes | Note 6 | ||||||||||||||||||||||||||||||||
Total | 900,000 |
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales. Refer to footnote 30 for additional information on our restricted securities.
(2)The amortized cost represents the original cost adjusted for the amortization or accretion of premium or discount , as applicable, on debt investments using the effective interest method.
(3)As of September 30, 2022, the net estimated unrealized loss for U.S. federal income tax purposes was $189.9 million based on a tax cost basis $13.0 billion. As of September 30, 2022, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $413.0 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $223.1 million.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Level 1 investment.
(6)Level 2 investment.
(7)Investment measured at net asset value (“NAV”).
(8)Unless otherwise indicated, the Company’s portfolio companies are pledged as collateral supporting the amounts outstanding under the Revolving Credit Facility, SPV Asset Facilities and CLOs. See Note 6 “Debt”.
(9)Investment is not pledged as collateral for the credit facilities.
(10)Loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”, which can include one-, three-, six- or twelve- month LIBOR), Secured Overnight Financing Rate ("SOFR" or "S," which can include one-, three- or six- month SOFR), Euro Interbank Offered Rate (“EURIBOR”), Great Britain Pound London Interbank Offered Rate (“GBPLIBOR” or “G”, which can include three- or six-month GBPLIBOR), SONIA ("SONIA” or "SA") or an alternate base rate (which can include the Federal Funds Effective Rate or the Prime Rate), at the borrower’s option, and which reset periodically based on the terms of the loan agreement.
(11)The interest rate on these loans is subject to 1 month LIBOR, which as of September 30, 2022 was 3.14%.
(12)The interest rate on these loans is subject to 3 month LIBOR, which as of September 30, 2022 was 3.75%.
(13)The interest rate on these loans is subject to 6 month LIBOR, which as of September 30, 2022 was 4.23%.
(14)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2022 was 3.04%.
(15)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2022 was 3.59%.
(16)The interest rate on these loans is subject to 6 month SOFR, which as of September 30, 2022 was 3.99%.
(17)The interest rate on these loans is subject to Prime, which as of September 30, 2022 was 6.25%.
(18)The interest rate on this loan is subject to 1 month EURIBOR, which as of September 30, 2022 was 0.68%.
(19)The interest rate on this loan is subject to 3 month EURIBOR, which as of September 30, 2022 was 1.17%.
(20)The interest rate on this loan is subject to 6 month EURIBOR, which as of September 30, 2022 was 1.81%.
(21)The interest rate on this loan is subject to SONIA, which as of September 30, 2022 was 2.19%.
(22)Contains a fixed-rate structure.
(23)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(24)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.
(25)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.
(26)As defined in the 1940 Act, the Company is deemed to be an “affiliated person” of this portfolio company as the Company owns more than 5% but less than 25% of the portfolio company's voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“non-controlled affiliate”). Transactions related to investments in non-controlled affiliates for the nine months ended September 30, 2022 were as follows:
($ in thousands) | Fair value as of December 31, 2021 | Gross Additions (a) | Gross Reductions(b) | Change in Unrealized Gains (Losses) | Fair value as of September 30, 2022 | Interest Income | Dividend Income | Other Income | ||||||||||||||||||||||||||||||||||||||||||
Non-Controlled Affiliates | ||||||||||||||||||||||||||||||||||||||||||||||||||
Chapford SMA Partnership, L.P. | $ | — | $ | 7,032 | $ | — | $ | — | $ | 7,032 | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||
Total Non-Controlled Affiliates | $ | — | $ | 7,032 | $ | — | $ | — | $ | 7,032 | $ | — | $ | — | $ | — |
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
25
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(27)As defined in the 1940 Act, the Company is deemed to be both an “Affiliated Person” and has “Control” of this portfolio company as the Company owns more than 25% of the portfolio company’s outstanding voting securities or has the power to exercise control over management or policies of such portfolio company, including through a management agreement (“controlled affiliate”). The Company’s investment in controlled affiliates for the period ended September 30, 2022, were as follows:
($ in thousands) | Fair value as of December 31, 2021 | Gross Additions (a) | Gross Reductions(b) | Change in Unrealized Gains (Losses) | Fair value as of September 30, 2022 | Interest Income | Dividend Income | Other Income | ||||||||||||||||||||||||||||||||||||||||||
Controlled Affiliates | ||||||||||||||||||||||||||||||||||||||||||||||||||
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC(d) | $ | — | $ | 5 | $ | — | $ | (5) | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||
AAM Series 2.1 Aviation Feeder, LLC(d) | — | 1,373 | — | (5) | 1,368 | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)(c) | 247,061 | 118,124 | (22,750) | (28,525) | 313,910 | — | 23,963 | — | ||||||||||||||||||||||||||||||||||||||||||
PS Operating Company LLC (fka QC Supply, LLC) | 19,495 | 2,470 | (1,112) | (657) | 20,196 | 947 | — | 7 | ||||||||||||||||||||||||||||||||||||||||||
Swipe Acquisition Corporation (dba PLI) | 108,061 | 4,210 | (445) | 47,036 | 158,862 | 4,820 | 6,673 | 513 | ||||||||||||||||||||||||||||||||||||||||||
Wingspire Capital Holdings LLC | 242,163 | 189,682 | (33,575) | 13,788 | 412,058 | — | 28,500 | — | ||||||||||||||||||||||||||||||||||||||||||
Total Controlled Affiliates | $ | 616,780 | $ | 315,864 | $ | (57,882) | $ | 31,632 | $ | 906,394 | $ | 5,767 | $ | 59,136 | $ | 520 |
________________
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(c)For further description of the Company's investment in ORCC Senior Loan Fund LLC (fka Sebago Lake LLC), see Note 4 "Investments."
(d)In connection with its investment in AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, “Amergin Assetco”) the Company made a minority investment in Amergin Asset Management, LLC which has entered into a Servicing Agreement with Amergin Assetco.
(28)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.”
(29)Securities acquired in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and may be deemed to be “restricted securities” under the Securities Act. As of September 30, 2022, the aggregate fair value of these securities is $1.5 billion or 25.4% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
26
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
Portfolio Company | Investment | Acquisition Date | ||||||||||||
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC** | LLC Interest | July 1, 2022 | ||||||||||||
AAM Series 2.1 Aviation Feeder, LLC** | LLC Interest | July 1, 2022 | ||||||||||||
Amergin Asset Management, LLC | Class A Units | July 1, 2022 | ||||||||||||
Accelerate topco Holdings, LLC | Common Units | September 1, 2022 | ||||||||||||
ASP Conair Holdings LP | Class A Units | May 17, 2021 | ||||||||||||
Associations Finance, Inc. | Preferred Stock | June 10, 2022 | ||||||||||||
Windows Entities | LLC Units | January 16, 2020 | ||||||||||||
BCTO WIW Holdings, Inc. (dba When I Work) | Class A Common Stock | November 2, 2021 | ||||||||||||
BEHP Co-Investor II, L.P. | LP Interest | May 11, 2022 | ||||||||||||
WP Irving Co-Invest, L.P. | Partnership Units | May 18, 2022 | ||||||||||||
Blend Labs, Inc. | Warrants | July 2, 2021 | ||||||||||||
Brooklyn Lender Co-Invest 2, L.P. (dba Boomi) | Common Units | October 1, 2021 | ||||||||||||
CD&R Value Building Partners I, L.P. (dba Belron) | LP Interest | December 2, 2021 | ||||||||||||
Chapford SMA Partnership, L.P.** | LP Interest | July 18, 2022 | ||||||||||||
Denali Holding, LP (dba Summit Companies) | Class A Units | September 15, 2021 | ||||||||||||
Dodge Contruction Network Holdings, LP | Class A-2 Common Units | February 23, 2022 | ||||||||||||
Dodge Contruction Network Holdings, LP | Series A Preferred Units | February 23, 2022 | ||||||||||||
Elliott Alto Co-Investor Aggregator L.P. | LP Interest | September 28, 2022 | ||||||||||||
Picard Holdco, LLC | Series A Preferred Stock | September 29, 2022 | ||||||||||||
Evology, LLC | Class B Units | January 24, 2022 | ||||||||||||
Evolution Parent, LP (dba SIAA) | LP Interest | April 30, 2021 | ||||||||||||
Gloves Holdings, LP (dba Protective Industrial Products) | LP Interest | December 29, 2020 | ||||||||||||
GrowthCurve Capital Sunrise Co-Invest LP (dba Brightway) | LP Interest | December 16, 2021 | ||||||||||||
Hercules Buyer, LLC (dba The Vincit Group) | Common Units | December 15, 2020 | ||||||||||||
Hissho Sushi Holdings, LLC | Class A units | May 17, 2022 | ||||||||||||
Insight CP (Blocker) Holdings, L.P. (dba CivicPlus, LLC) | LP Interest | June 8, 2022 | ||||||||||||
Knockout Intermediate Holdings I Inc. (dba Kaseya) | Perpetual Preferred Stock | June 23, 2022 | ||||||||||||
KOBHG Holdings, L.P. (dba OB Hospitalist) | Class A Interests | September 27, 2021 | ||||||||||||
Maia Aggregator, LP | Class A-2 Units | February 1, 2022 | ||||||||||||
H-Food Holdings, LLC | LLC Interest | November 23, 2018 | ||||||||||||
MessageBird Holding B.V. | Extended Series C Warrants | May 5, 2021 | ||||||||||||
Metis HoldCo, Inc. (dba Mavis Tire Express Services) | Series A Convertible Preferred Stock | May 4, 2021 | ||||||||||||
Minerva Holdco, Inc. | Series A Preferred Stock | February 15, 2022 | ||||||||||||
KPCI Holdings, L.P. | Class A Units | November 30, 2020 | ||||||||||||
Patriot Holdings SCSp (dba Corza Health, Inc.)* | Class B Units | January 29, 2021 | ||||||||||||
Patriot Holdings SCSp (dba Corza Health, Inc.) | Class A Units | January 29, 2021 | ||||||||||||
PCF Holdco, LLC (dba PCF Insurance Services) | Class A Units | November 1, 2021 | ||||||||||||
Project Alpine Co-Invest Fund, LP | LP Interest | June 10, 2022 | ||||||||||||
Project Hotel California Co-Invest Fund, L.P. | LP Interest | August 9, 2022 | ||||||||||||
PS Op Holdings LLC (fka QC Supply, LLC)** | Class A Common Units | December 21, 2021 | ||||||||||||
Rhea Acquisition Holdings, LP | Series A-2 Units | February 18, 2022 | ||||||||||||
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)* | LLC Interest | June 20, 2017 | ||||||||||||
Space Exploration Technologies Corp. | Class A Common Stock | March 25, 2021 | ||||||||||||
Space Exploration Technologies Corp. | Class C Common Stock | March 25, 2021 | ||||||||||||
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand) | Series A Preferred Stock | October 14, 2021 | ||||||||||||
New PLI Holdings, LLC (dba PLI)** | Class A Common Units | December 23, 2020 | ||||||||||||
Thunder Topco L.P. (dba Vector Solutions) | Common Units | June 30, 2021 | ||||||||||||
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) | Series A Preferred Stock | October 15, 2021 | ||||||||||||
Wingspire Capital Holdings LLC** | LLC Interest | September 24, 2019 | ||||||||||||
WMC Bidco, Inc. (dba West Monroe) | Senior Preferred Stock | November 9, 2021 |
27
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of September 30, 2022
(Amounts in thousands, except share amounts)
(Unaudited)
* Refer to Note 4 “Investments – ORCC Senior Loan Fund LLC,” for further information.
** Refer to Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”.
(30)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of September 30, 2022, non-qualifying assets represented 13.5% of total assets as calculated in accordance with the regulatory requirements.
(31)Loan was on non-accrual status as of September 30, 2022.
(32)Investment is non-income producing.
(33)Investment represents multiple underlying investments, including Midwest Custom Windows, LLC, Greater Toronto Custom Windows, Corp., Garden State Custom Windows, LLC, Long Island Custom Windows, LLC, Jemico, LLC, Atlanta Custom Windows, LLC and Fairchester Custom Windows. Greater Toronto Custom Windows, Corp. is considered a non-qualifying asset, with a fair value of $7.7 million as of September 30, 2022.
(34)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.
The accompanying notes are an integral part of these consolidated financial statements.
28
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Non-controlled/non-affiliated portfolio company investments | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Investments | |||||||||||||||||||||||||||||||||||||||||||||||
Advertising and media | |||||||||||||||||||||||||||||||||||||||||||||||
Global Music Rights, LLC(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 8/28/2028 | 7,500 | 7,356 | 7,350 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Global Music Rights, LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 8/27/2027 | — | (13) | (13) | — | % | ||||||||||||||||||||||||||||||||||||||
7,500 | 7,343 | 7,337 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Aerospace and defense | |||||||||||||||||||||||||||||||||||||||||||||||
Aviation Solutions Midco, LLC (dba STS Aviation)(9)(12)(25) | First lien senior secured loan | L + | 7.25% | 1/3/2025 | 214,643 | 212,314 | 202,838 | 3.4 | % | ||||||||||||||||||||||||||||||||||||||
Peraton Corp.(9)(10)(25) | Second lien senior secured loan | L + | 7.75% | 2/1/2029 | 47,500 | 46,840 | 47,263 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
Valence Surface Technologies LLC(9)(13)(25) | First lien senior secured loan | L + | 6.75%(incl. 1.00% PIK) | 6/28/2025 | 121,823 | 120,674 | 110,249 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
Valence Surface Technologies LLC(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 6.75% (incl. 1.00% PIK) | 6/28/2025 | 9,984 | 9,897 | 9,031 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
393,950 | 389,725 | 369,381 | 6.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Buildings and real estate | |||||||||||||||||||||||||||||||||||||||||||||||
Associations, Inc.(9)(12)(25) | First lien senior secured loan | L + | 6.50% (incl. 2.50% PIK) | 7/2/2027 | 452,630 | 448,461 | 448,102 | 7.5 | % | ||||||||||||||||||||||||||||||||||||||
Associations, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.50% | 7/2/2027 | — | (302) | (329) | — | % | ||||||||||||||||||||||||||||||||||||||
Dodge Data & Analytics LLC(9)(12)(25) | First lien senior secured loan | L + | 7.50% | 4/14/2026 | 32,561 | 31,987 | 33,538 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||
Dodge Data & Analytics LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 7.50% | 4/14/2026 | — | (32) | — | — | % | ||||||||||||||||||||||||||||||||||||||
REALPAGE, INC.(9)(10)(25) | Second lien senior secured loan | L + | 6.50% | 4/23/2029 | 34,500 | 34,017 | 34,897 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||
Reef Global Acquisition LLC (fka Cheese Acquisition, LLC)(9)(13)(25) | First lien senior secured loan | L + | 6.00% (incl. 1.25% PIK) | 11/28/2024 | 134,585 | 133,921 | 128,528 | 2.2 | % | ||||||||||||||||||||||||||||||||||||||
Imperial Parking Canada(9)(16)(25) | First lien senior secured loan | C + | 6.00% (incl. 1.25% PIK) | 11/28/2024 | 27,966 | 26,705 | 26,707 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Reef Global Acquisition LLC (fka Cheese Acquisition, LLC)(9)(10)(21)(25) | First lien senior secured revolving loan | L + | 4.75% | 11/28/2023 | 10,987 | 10,982 | 10,251 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
693,229 | 685,739 | 681,694 | 11.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Business services | |||||||||||||||||||||||||||||||||||||||||||||||
Access CIG, LLC(9)(10)(25) | Second lien senior secured loan | L + | 7.75% | 2/27/2026 | 58,760 | 58,343 | 58,466 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
CIBT Global, Inc.(9)(12)(25)(28) | First lien senior secured loan | L + | 5.25% (incl. 4.25% PIK) | 6/3/2024 | 856 | 629 | 531 | — | % | ||||||||||||||||||||||||||||||||||||||
CIBT Global, Inc.(9)(14)(25)(28) | Second lien senior secured loan | L + | 7.75% (incl. 6.75% PIK) | 12/1/2025 | 63,678 | 26,745 | 15,919 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies)(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 9/15/2028 | 51,393 | 50,665 | 50,879 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies)(9)(12)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.00% | 9/15/2023 | 2,003 | 1,927 | 1,983 | — | % | ||||||||||||||||||||||||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 9/15/2027 | — | (34) | (36) | — | % | ||||||||||||||||||||||||||||||||||||||
Diamondback Acquisition, Inc. (dba Sphera)(9)(10)(25) | First lien senior secured loan | L + | 5.50% | 9/13/2028 | 5,407 | 5,302 | 5,298 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Diamondback Acquisition, Inc. (dba Sphera)(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.50% | 9/13/2023 | — | (10) | (11) | — | % |
29
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Entertainment Benefits Group, LLC(9)(11)(25) | First lien senior secured loan | L + | 8.25% (incl. 2.50% PIK) | 9/30/2025 | 83,600 | 82,795 | 79,838 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Entertainment Benefits Group, LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 8.25% (incl. 2.50% PIK) | 9/30/2024 | — | (91) | (504) | — | % | ||||||||||||||||||||||||||||||||||||||
Gainsight, Inc.(9)(12)(25) | First lien senior secured loan | L + | 6.75% PIK | 7/30/2027 | 19,547 | 19,231 | 19,254 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Gainsight, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 7/30/2027 | — | (55) | (50) | — | % | ||||||||||||||||||||||||||||||||||||||
Hercules Borrower, LLC (dba The Vincit Group)(9)(12)(25) | First lien senior secured loan | L + | 6.50% | 12/15/2026 | 178,693 | 176,397 | 178,693 | 3.0 | % | ||||||||||||||||||||||||||||||||||||||
Hercules Borrower, LLC (dba The Vincit Group)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.50% | 12/15/2026 | — | (259) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Hercules Buyer, LLC (dba The Vincit Group)(20)(25)(31) | Unsecured notes | 0.48% PIK | 12/14/2029 | 5,135 | 5,135 | 5,135 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
KPSKY Acquisition, Inc. (dba BluSky)(9)(10)(25) | First lien senior secured loan | L + | 5.50% | 10/19/2028 | 4,476 | 4,389 | 4,386 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
KPSKY Acquisition, Inc. (dba BluSky)(9)(15)(21)(23)(25) | First lien senior secured delayed draw term loan | P + | 4.50% | 10/19/2023 | 256 | 248 | 248 | — | % | ||||||||||||||||||||||||||||||||||||||
473,804 | 431,357 | 420,029 | 7.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Chemicals | |||||||||||||||||||||||||||||||||||||||||||||||
Aruba Investments Holdings LLC (dba Angus Chemical Company)(9)(13)(25) | Second lien senior secured loan | L + | 7.75% | 11/24/2028 | 10,000 | 9,867 | 10,000 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Douglas Products and Packaging Company LLC(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 10/19/2022 | 106,179 | 105,952 | 105,117 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
Douglas Products and Packaging Company LLC(9)(15)(21)(25) | First lien senior secured revolving loan | P + | 4.75% | 10/19/2022 | 5,147 | 5,135 | 5,056 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Gaylord Chemical Company, L.L.C.(9)(12)(25) | First lien senior secured loan | L + | 6.50% | 3/30/2027 | 152,645 | 151,277 | 151,882 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
Gaylord Chemical Company, L.L.C.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.50% | 3/30/2026 | — | (112) | (66) | — | % | ||||||||||||||||||||||||||||||||||||||
Velocity HoldCo III Inc. (dba VelocityEHS)(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 4/22/2027 | 22,215 | 21,763 | 21,771 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Velocity HoldCo III Inc. (dba VelocityEHS)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 4/22/2026 | — | (26) | (27) | — | % | ||||||||||||||||||||||||||||||||||||||
296,186 | 293,856 | 293,733 | 5.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Consumer products | |||||||||||||||||||||||||||||||||||||||||||||||
ConAir Holdings LLC(9)(12)(25) | Second lien senior secured loan | L + | 7.50% | 5/17/2029 | 187,500 | 186,174 | 187,500 | 3.2 | % | ||||||||||||||||||||||||||||||||||||||
Feradyne Outdoors, LLC(9)(12)(25) | First lien senior secured loan | L + | 6.25% | 5/25/2023 | 86,956 | 86,671 | 86,956 | 1.5 | % | ||||||||||||||||||||||||||||||||||||||
Lignetics Investment Corp.(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 11/1/2027 | 31,373 | 30,989 | 30,980 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Lignetics Investment Corp.(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.00% | 11/1/2023 | — | (48) | (49) | — | % | ||||||||||||||||||||||||||||||||||||||
Lignetics Investment Corp.(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 6.00% | 11/2/2026 | 784 | 727 | 725 | — | % | ||||||||||||||||||||||||||||||||||||||
WU Holdco, Inc. (dba Weiman Products, LLC)(9)(12)(25) | First lien senior secured loan | L + | 5.50% | 3/26/2026 | 190,078 | 187,304 | 190,078 | 3.2 | % | ||||||||||||||||||||||||||||||||||||||
WU Holdco, Inc. (dba Weiman Products, LLC)(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.50% | 5/21/2022 | — | (129) | — | — | % | ||||||||||||||||||||||||||||||||||||||
WU Holdco, Inc. (dba Weiman Products, LLC)(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 5.50% | 3/26/2025 | 5,762 | 5,529 | 5,762 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
502,453 | 497,217 | 501,952 | 8.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Containers and packaging |
30
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Ascend Buyer, LLC (dba PPC Flexible Packaging)(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 10/2/2028 | 5,554 | 5,500 | 5,498 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Ascend Buyer, LLC (dba PPC Flexible Packaging)(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 5.75% | 9/30/2027 | 94 | 89 | 88 | — | % | ||||||||||||||||||||||||||||||||||||||
Fortis Solutions Group, LLC(9)(12)(25) | First lien senior secured loan | L + | 5.50% | 10/13/2028 | 3,324 | 3,259 | 3,257 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Fortis Solutions Group, LLC(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.50% | 10/13/2023 | — | (13) | (13) | — | % | ||||||||||||||||||||||||||||||||||||||
Fortis Solutions Group, LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.50% | 10/15/2027 | — | (9) | (9) | — | % | ||||||||||||||||||||||||||||||||||||||
Pregis Topco LLC(9)(12)(25) | Second lien senior secured loan | L + | 6.95% | 8/1/2029 | 160,000 | 157,467 | 160,000 | 2.7 | % | ||||||||||||||||||||||||||||||||||||||
168,972 | 166,293 | 168,821 | 2.9 | % | |||||||||||||||||||||||||||||||||||||||||||
Distribution | |||||||||||||||||||||||||||||||||||||||||||||||
ABB/Con-cise Optical Group LLC(9)(10) | First lien senior secured loan | L + | 5.00% | 6/15/2023 | 74,831 | 74,484 | 74,456 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
ABB/Con-cise Optical Group LLC(9)(10) | Second lien senior secured loan | L + | 9.00% | 6/17/2024 | 25,000 | 24,705 | 24,875 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Aramsco, Inc.(9)(10)(25) | First lien senior secured loan | L + | 5.25% | 8/28/2024 | 55,899 | 55,224 | 55,899 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
Aramsco, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.25% | 8/28/2024 | — | (93) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Endries Acquisition, Inc.(9)(12)(25) | First lien senior secured loan | L + | 6.25% | 12/10/2025 | 200,163 | 197,994 | 200,163 | 3.4 | % | ||||||||||||||||||||||||||||||||||||||
Individual Foodservice Holdings, LLC(9)(12)(25) | First lien senior secured loan | L + | 6.25% | 11/21/2025 | 140,861 | 138,813 | 140,156 | 2.4 | % | ||||||||||||||||||||||||||||||||||||||
Individual Foodservice Holdings, LLC(9)(13)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.25% | 6/30/2022 | 28,084 | 27,594 | 27,909 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Individual Foodservice Holdings, LLC(9)(10)(21)(25) | First lien senior secured revolving loan | L + | 6.25% | 11/22/2024 | 959 | 690 | 851 | — | % | ||||||||||||||||||||||||||||||||||||||
Offen, Inc.(9)(10)(25) | First lien senior secured loan | L + | 5.00% | 6/22/2026 | 19,582 | 19,450 | 19,582 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
545,379 | 538,861 | 543,891 | 9.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Education | |||||||||||||||||||||||||||||||||||||||||||||||
Learning Care Group (US) No. 2 Inc.(9)(12)(25) | Second lien senior secured loan | L + | 7.50% | 3/13/2026 | 26,967 | 26,663 | 26,293 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Pluralsight, LLC(9)(13)(25) | First lien senior secured loan | L + | 8.00% | 4/6/2027 | 99,450 | 98,526 | 98,455 | 1.7 | % | ||||||||||||||||||||||||||||||||||||||
Pluralsight, LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 8.00% | 4/6/2027 | — | (55) | (62) | — | % | ||||||||||||||||||||||||||||||||||||||
126,417 | 125,134 | 124,686 | 2.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Financial services | |||||||||||||||||||||||||||||||||||||||||||||||
AxiomSL Group, Inc.(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 12/3/2027 | 202,775 | 200,614 | 201,254 | 3.4 | % | ||||||||||||||||||||||||||||||||||||||
AxiomSL Group, Inc.(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.00% | 7/21/2023 | — | (39) | — | — | % | ||||||||||||||||||||||||||||||||||||||
AxiomSL Group, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 12/3/2025 | — | (190) | (137) | — | % | ||||||||||||||||||||||||||||||||||||||
Blackhawk Network Holdings, Inc.(9)(10)(25) | Second lien senior secured loan | L + | 7.00% | 6/15/2026 | 106,400 | 105,763 | 106,400 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
Blend Labs, Inc.(9)(12)(25) | First lien senior secured loan | L + | 7.50% | 7/1/2026 | 67,500 | 65,988 | 66,150 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Blend Labs, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 7.50% | 7/1/2026 | — | (67) | (150) | — | % |
31
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Hg Genesis 8 Sumoco Limited(9)(19)(25)(27) | Unsecured facility | S + | 7.50% PIK | 8/28/2025 | 47,207 | 46,102 | 47,207 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
Hg Saturn Luchaco Limited(9)(19)(25)(27) | Unsecured facility | S + | 7.50% PIK | 3/30/2026 | 133,862 | 135,510 | 132,523 | 2.2 | % | ||||||||||||||||||||||||||||||||||||||
Muine Gall, LLC(8)(9)(13)(25)(27) | First lien senior secured loan | L + | 7.00% PIK | 9/20/2024 | 239,896 | 240,229 | 239,896 | 4.0 | % | ||||||||||||||||||||||||||||||||||||||
NMI Acquisitionco, Inc. (dba Network Merchants)(9)(10)(25) | First lien senior secured loan | L + | 5.75% | 9/8/2025 | 25,313 | 25,158 | 25,148 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
NMI Acquisitionco, Inc. (dba Network Merchants)(9)(10)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.75% | 10/2/2023 | 4,978 | 4,877 | 4,945 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
NMI Acquisitionco, Inc. (dba Network Merchants)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 9/8/2025 | — | (18) | (11) | — | % | ||||||||||||||||||||||||||||||||||||||
827,931 | 823,927 | 823,225 | 13.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Food and beverage | |||||||||||||||||||||||||||||||||||||||||||||||
Balrog Acquisition, Inc. (dba BakeMark)(9)(13)(25) | Second lien senior secured loan | L + | 7.00% | 9/3/2029 | 22,000 | 21,821 | 21,815 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
BP Veraison Buyer, LLC (dba Sun World)(9)(11)(25) | First lien senior secured loan | L + | 5.75% | 5/12/2027 | 69,381 | 68,596 | 68,687 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||
BP Veraison Buyer, LLC (dba Sun World)(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.75% | 5/12/2023 | — | (32) | — | — | % | ||||||||||||||||||||||||||||||||||||||
BP Veraison Buyer, LLC (dba Sun World)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 5/12/2027 | — | (97) | (87) | — | % | ||||||||||||||||||||||||||||||||||||||
H-Food Holdings, LLC(9)(10)(25) | Second lien senior secured loan | L + | 7.00% | 3/2/2026 | 121,800 | 119,919 | 121,800 | 2.1 | % | ||||||||||||||||||||||||||||||||||||||
Hometown Food Company(9)(10)(25) | First lien senior secured loan | L + | 5.00% | 8/31/2023 | 15,947 | 15,830 | 15,787 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Hometown Food Company(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.00% | 8/31/2023 | — | (28) | (42) | — | % | ||||||||||||||||||||||||||||||||||||||
Nellson Nutraceutical, LLC(9)(12)(25) | First lien senior secured loan | L + | 5.25% | 12/23/2023 | 27,280 | 26,586 | 26,735 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Nutraceutical International Corporation(9)(10)(25) | First lien senior secured loan | L + | 7.00% | 9/30/2026 | 211,824 | 209,206 | 207,587 | 3.5 | % | ||||||||||||||||||||||||||||||||||||||
Nutraceutical International Corporation(9)(10)(25) | First lien senior secured revolving loan | L + | 7.00% | 9/30/2025 | 13,578 | 13,426 | 13,307 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Recipe Acquisition Corp. (dba Roland Corporation)(9)(12) | Second lien senior secured loan | L + | 9.00% | 12/1/2022 | 32,000 | 31,881 | 30,080 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(9)(10)(25) | First lien senior secured loan | L + | 4.50% | 7/30/2025 | 43,860 | 43,377 | 41,668 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC)(9)(15)(21)(22)(25) | First lien senior secured revolving loan | P + | 3.50% | 7/30/2023 | 300 | 236 | (150) | — | % | ||||||||||||||||||||||||||||||||||||||
Shearer's Foods, LLC(9)(10)(25) | Second lien senior secured loan | L + | 7.75% | 9/22/2028 | 120,000 | 118,973 | 120,000 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||
Tall Tree Foods, Inc.(9)(10) | First lien senior secured loan | L + | 7.25% | 8/12/2022 | 39,684 | 39,609 | 40,477 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Ultimate Baked Goods Midco, LLC(9)(11)(25) | First lien senior secured loan | L + | 6.25% | 8/13/2027 | 82,053 | 80,108 | 80,003 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Ultimate Baked Goods Midco, LLC(9)(13)(21)(25) | First lien senior secured revolving loan | L + | 6.25% | 8/13/2027 | 5,222 | 4,989 | 4,973 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
804,929 | 794,400 | 792,640 | 13.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare equipment and services | |||||||||||||||||||||||||||||||||||||||||||||||
Medline Intermediate, LP(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 3.25% | 10/21/2026 | — | (155) | (162) | — | % | ||||||||||||||||||||||||||||||||||||||
Nelipak Holding Company(9)(12)(25) | First lien senior secured loan | L + | 4.25% | 7/2/2026 | 24,760 | 24,419 | 24,450 | 0.4 | % |
32
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Nelipak Holding Company(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 4.25% | 7/2/2024 | 3,082 | 3,008 | 2,990 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Nelipak Holding Company(9)(21)(22)(25) | First lien senior secured revolving loan | E + | 4.50% | 7/2/2024 | — | (261) | (94) | — | % | ||||||||||||||||||||||||||||||||||||||
Nelipak Holding Company(9)(12)(25) | Second lien senior secured loan | L + | 8.25% | 7/2/2027 | 67,006 | 66,237 | 66,336 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Nelipak Holding Company(9)(17)(25) | Second lien senior secured loan | E + | 8.50% | 7/2/2027 | 68,346 | 66,496 | 67,321 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Packaging Coordinators Midco, Inc.(9)(12)(25) | Second lien senior secured loan | L + | 7.00% | 11/30/2028 | 196,044 | 192,494 | 192,123 | 3.2 | % | ||||||||||||||||||||||||||||||||||||||
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (9)(12)(25) | First lien senior secured loan | L + | 6.75% | 1/31/2028 | 136,736 | 134,627 | 135,027 | 2.3 | % | ||||||||||||||||||||||||||||||||||||||
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) (9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.75% | 1/29/2026 | — | (229) | (169) | — | % | ||||||||||||||||||||||||||||||||||||||
495,974 | 486,636 | 487,822 | 8.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare providers and services | |||||||||||||||||||||||||||||||||||||||||||||||
KS Management Services, L.L.C.(9)(13)(25) | First lien senior secured loan | L + | 4.25% | 1/9/2026 | 122,500 | 121,420 | 122,500 | 2.1 | % | ||||||||||||||||||||||||||||||||||||||
National Dentex Labs LLC (fka Barracuda Dental LLC)(9)(12)(25) | First lien senior secured loan | L + | 7.00% | 10/3/2025 | 70,723 | 69,731 | 70,192 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||
National Dentex Labs LLC (fka Barracuda Dental LLC)(9)(12)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 7.00% | 3/31/2022 | 35,582 | 35,166 | 35,315 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||
National Dentex Labs LLC (fka Barracuda Dental LLC)(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 7.00% | 10/3/2025 | 3,044 | 2,853 | 2,974 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
OB Hospitalist Group, Inc.(9)(12)(25) | First lien senior secured loan | L + | 5.50% | 9/27/2027 | 116,855 | 114,603 | 114,518 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
OB Hospitalist Group, Inc.(9)(10)(21)(25) | First lien senior secured revolving loan | L + | 5.50% | 9/27/2027 | 1,616 | 1,326 | 1,313 | — | % | ||||||||||||||||||||||||||||||||||||||
Ex Vivo Parent Inc. (dba OB Hospitalist)(9)(12)(25) | First lien senior secured loan | L + | 9.50% PIK | 9/27/2028 | 57,810 | 56,685 | 56,654 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
Phoenix Newco, Inc. (dba Parexel)(9)(10)(25) | Second lien senior secured loan | L + | 6.50% | 11/15/2029 | 190,000 | 188,123 | 188,100 | 3.2 | % | ||||||||||||||||||||||||||||||||||||||
Premier Imaging, LLC (dba LucidHealth)(9)(10)(25) | First lien senior secured loan | L + | 5.25% | 1/2/2025 | 42,998 | 42,517 | 42,675 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Quva Pharma, Inc.(9)(12)(25) | First lien senior secured loan | L + | 5.50% | 4/12/2028 | 39,900 | 38,802 | 38,803 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Quva Pharma, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.50% | 4/10/2026 | — | (103) | (110) | — | % | ||||||||||||||||||||||||||||||||||||||
Refresh Parent Holdings, Inc.(9)(12)(25) | First lien senior secured loan | L + | 6.50% | 12/9/2026 | 88,973 | 87,832 | 88,306 | 1.5 | % | ||||||||||||||||||||||||||||||||||||||
Refresh Parent Holdings, Inc.(9)(12)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.50% | 6/9/2022 | 28,463 | 28,098 | 28,243 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Refresh Parent Holdings, Inc.(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 6.50% | 12/9/2026 | 3,879 | 3,746 | 3,799 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
TC Holdings, LLC (dba TrialCard)(9)(12)(25) | First lien senior secured loan | L + | 4.50% | 11/14/2023 | 73,081 | 72,560 | 73,081 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||
TC Holdings, LLC (dba TrialCard)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 4.50% | 11/14/2022 | — | (27) | — | — | % | ||||||||||||||||||||||||||||||||||||||
875,424 | 863,332 | 866,363 | 14.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare technology | |||||||||||||||||||||||||||||||||||||||||||||||
BCPE Osprey Buyer, Inc. (dba PartsSource)(9)(13)(25) | First lien senior secured loan | L + | 5.75% | 8/23/2028 | 114,052 | 112,307 | 112,227 | 1.9 | % |
33
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
BCPE Osprey Buyer, Inc. (dba PartsSource)(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.75% | 8/23/2023 | — | (269) | (133) | — | % | ||||||||||||||||||||||||||||||||||||||
BCPE Osprey Buyer, Inc. (dba PartsSource)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 8/21/2026 | — | (190) | (190) | — | % | ||||||||||||||||||||||||||||||||||||||
Bracket Intermediate Holding Corp.(9)(12)(25) | First lien senior secured loan | L + | 4.25% | 9/5/2025 | 516 | 487 | 514 | — | % | ||||||||||||||||||||||||||||||||||||||
Bracket Intermediate Holding Corp.(9)(12)(25) | Second lien senior secured loan | L + | 8.13% | 9/7/2026 | 26,250 | 25,896 | 26,119 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health)(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 10/30/2028 | 4,017 | 3,938 | 3,937 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health)(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.00% | 10/30/2023 | — | (6) | (6) | — | % | ||||||||||||||||||||||||||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 10/29/2027 | — | (7) | (7) | — | % | ||||||||||||||||||||||||||||||||||||||
Inovalon Holdings, Inc.(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 11/24/2028 | 177,727 | 173,336 | 173,283 | 2.9 | % | ||||||||||||||||||||||||||||||||||||||
Inovalon Holdings, Inc.(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.75% | 5/24/2024 | — | (234) | (237) | — | % | ||||||||||||||||||||||||||||||||||||||
Inovalon Holdings, Inc.(9)(12)(25) | Second lien senior secured loan | L + | 10.50% PIK | 11/24/2033 | 84,661 | 82,975 | 82,967 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(9)(12)(25)(27) | First lien senior secured loan | L + | 6.25% | 8/21/2026 | 115,684 | 114,517 | 115,395 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.)(9)(12)(21)(25)(27) | First lien senior secured revolving loan | L + | 6.25% | 8/21/2026 | 2,983 | 2,944 | 2,972 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Interoperability Bidco, Inc.(9)(13)(25) | First lien senior secured loan | L + | 5.75% | 6/25/2026 | 75,270 | 74,616 | 75,270 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Interoperability Bidco, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 6/25/2024 | — | (25) | — | — | % | ||||||||||||||||||||||||||||||||||||||
601,160 | 590,285 | 592,111 | 10.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Household products | |||||||||||||||||||||||||||||||||||||||||||||||
HGH Purchaser, Inc. (dba Horizon Services)(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 11/3/2025 | 108,230 | 106,916 | 107,418 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
HGH Purchaser, Inc. (dba Horizon Services)(9)(11)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.75% | 2/10/2023 | 33,699 | 33,376 | 33,429 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||
HGH Purchaser, Inc. (dba Horizon Services)(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 5.75% | 11/3/2025 | 2,689 | 2,596 | 2,616 | — | % | ||||||||||||||||||||||||||||||||||||||
Walker Edison Furniture Company LLC(9)(12)(25) | First lien senior secured loan | L + | 8.75% (incl. 3.00% PIK) | 3/31/2027 | 84,258 | 84,258 | 80,047 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
228,876 | 227,146 | 223,510 | 3.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Human resource support services | |||||||||||||||||||||||||||||||||||||||||||||||
Cornerstone OnDemand, Inc.(9)(13)(25) | Second lien senior secured loan | L + | 6.50% | 10/15/2029 | 115,833 | 114,128 | 114,096 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
IG Investments Holdings, LLC (dba Insight Global)(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 9/22/2028 | 50,898 | 49,915 | 50,008 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
IG Investments Holdings, LLC (dba Insight Global)(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 6.00% | 9/22/2027 | 1,987 | 1,911 | 1,917 | — | % | ||||||||||||||||||||||||||||||||||||||
168,718 | 165,954 | 166,021 | 2.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Infrastructure and environmental services | |||||||||||||||||||||||||||||||||||||||||||||||
FR Arsenal Holdings II Corp. (dba Applied-Cleveland Holdings, Inc.)(9)(13) | First lien senior secured loan | L + | 7.50% | 9/8/2022 | 118,253 | 118,545 | 112,932 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
LineStar Integrity Services LLC(9)(13)(25) | First lien senior secured loan | L + | 7.25% | 2/12/2024 | 82,714 | 82,413 | 72,788 | 1.2 | % |
34
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
200,967 | 200,958 | 185,720 | 3.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Insurance | |||||||||||||||||||||||||||||||||||||||||||||||
Alera Group, Inc.(9)(10)(25) | First lien senior secured loan | L + | 5.50% | 10/2/2028 | 43,036 | 42,097 | 42,068 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Alera Group, Inc.(9)(10)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.50% | 10/2/2023 | 11,825 | 11,560 | 11,554 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Ardonagh Midco 3 PLC(9)(13)(25)(27) | First lien senior secured USD delayed draw term loan | L + | 5.50% | 7/14/2026 | 26,784 | 26,269 | 26,784 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Ardonagh Midco 3 PLC(9)(18)(25)(27) | First lien senior secured loan | E + | 6.75% | 7/14/2026 | 10,388 | 10,013 | 10,388 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Ardonagh Midco 3 PLC(9)(19)(25)(27) | First lien senior secured GBP term loan | S + | 6.75% | 7/14/2026 | 117,374 | 106,703 | 117,374 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||
Ardonagh Midco 3 PLC(9)(21)(23)(25)(27) | First lien senior secured GBP delayed draw term loan | L + | 5.50% | 8/19/2023 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
Ardonagh Midco 2 PLC(20)(25)(27) | Unsecured notes | 12.75% PIK | 1/15/2027 | 10,527 | 10,451 | 11,620 | 0.2 | % | |||||||||||||||||||||||||||||||||||||||
Brightway Holdings, LLC(9)(12)(25) | First lien senior secured loan | L + | 6.50% | 12/16/2027 | 26,842 | 26,509 | 26,507 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Brightway Holdings, LLC(9)(21)(22) | First lien senior secured revolving loan | L + | 6.50% | 12/16/2027 | — | (39) | (39) | — | % | ||||||||||||||||||||||||||||||||||||||
Evolution BuyerCo, Inc. (dba SIAA)(9)(12)(25) | First lien senior secured loan | L + | 6.25% | 4/28/2028 | 143,150 | 141,253 | 141,360 | 2.4 | % | ||||||||||||||||||||||||||||||||||||||
Evolution BuyerCo, Inc. (dba SIAA)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.25% | 4/30/2027 | — | (135) | (134) | — | % | ||||||||||||||||||||||||||||||||||||||
Integrity Marketing Acquisition, LLC(9)(13)(25) | First lien senior secured loan | L + | 5.75% | 8/27/2025 | 218,876 | 216,446 | 218,876 | 3.7 | % | ||||||||||||||||||||||||||||||||||||||
Integrity Marketing Acquisition, LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 8/27/2025 | — | (135) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Norvax, LLC (dba GoHealth)(9)(12)(25) | First lien senior secured loan | L + | 6.50% | 9/15/2025 | 77,376 | 75,139 | 77,763 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Norvax, LLC (dba GoHealth)(9)(10)(21)(25) | First lien senior secured revolving loan | L + | 6.50% | 9/13/2024 | 9,511 | 9,412 | 9,511 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 11/1/2028 | 108,430 | 107,368 | 107,347 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)(13)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.00% | 5/1/2023 | 19,143 | 18,953 | 18,952 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 11/1/2027 | — | (60) | (62) | — | % | ||||||||||||||||||||||||||||||||||||||
PCF Midco II, LLC (dba PCF Insurance Services)(20)(25) | First lien senior secured loan | 9.00% PIK | 10/31/2031 | 118,693 | 107,530 | 107,418 | 1.8 | % | |||||||||||||||||||||||||||||||||||||||
TEMPO BUYER CORP. (dba Global Claims Services)(9)(12)(25) | First lien senior secured loan | L + | 5.50% | 8/28/2028 | 1,089 | 1,068 | 1,067 | — | % | ||||||||||||||||||||||||||||||||||||||
TEMPO BUYER CORP. (dba Global Claims Services)(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.50% | 8/26/2023 | — | (3) | (3) | — | % | ||||||||||||||||||||||||||||||||||||||
TEMPO BUYER CORP. (dba Global Claims Services)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.50% | 8/28/2028 | — | (3) | (3) | — | % | ||||||||||||||||||||||||||||||||||||||
THG Acquisition, LLC (dba Hilb)(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 12/2/2026 | 75,513 | 74,093 | 74,569 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
THG Acquisition, LLC (dba Hilb)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 12/2/2025 | — | (151) | (107) | — | % |
35
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(9)(12)(25) | First lien senior secured loan | L + | 5.50% | 7/23/2027 | 39,087 | 38,349 | 38,306 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners)(9)(12)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.50% | 7/23/2027 | 71 | (8) | (14) | — | % | ||||||||||||||||||||||||||||||||||||||
KUSRP Intermediate, Inc. (dba U.S. Retirement and Benefits Partners)(9)(12)(25) | First lien senior secured loan | 9.50% PIK | 7/24/2028 | 31,237 | 30,655 | 30,612 | 0.5 | % | |||||||||||||||||||||||||||||||||||||||
1,088,952 | 1,053,334 | 1,071,714 | 18.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Internet software and services | |||||||||||||||||||||||||||||||||||||||||||||||
3ES Innovation Inc. (dba Aucerna)(9)(12)(25)(27) | First lien senior secured loan | L + | 6.75% | 5/13/2025 | 61,259 | 60,718 | 60,340 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
3ES Innovation Inc. (dba Aucerna)(9)(21)(22)(25)(27) | First lien senior secured revolving loan | L + | 6.75% | 5/13/2025 | — | (27) | (58) | — | % | ||||||||||||||||||||||||||||||||||||||
Accela, Inc.(9)(10) | First lien senior secured loan | L + | 7.50% (incl. 4.25% PIK) | 9/30/2024 | 23,990 | 23,818 | 23,990 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Accela, Inc.(9)(21) | First lien senior secured revolving loan | L + | 7.00% | 9/30/2024 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
Apptio, Inc.(9)(13)(25) | First lien senior secured loan | L + | 7.25% | 1/10/2025 | 50,916 | 50,179 | 50,916 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
Apptio, Inc.(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 7.25% | 1/10/2025 | 1,112 | 1,084 | 1,112 | — | % | ||||||||||||||||||||||||||||||||||||||
Bayshore Intermediate #2, L.P. (dba Boomi)(9)(12)(25) | First lien senior secured loan | L + | 7.75% PIK | 10/2/2028 | 82,962 | 81,145 | 81,095 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||
Bayshore Intermediate #2, L.P. (dba Boomi)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.75% | 10/1/2027 | — | (149) | (156) | — | % | ||||||||||||||||||||||||||||||||||||||
BCPE Nucleon (DE) SPV, LP(9)(13)(25) | First lien senior secured loan | L + | 7.00% | 9/24/2026 | 189,778 | 187,355 | 188,829 | 3.2 | % | ||||||||||||||||||||||||||||||||||||||
BCTO BSI Buyer, Inc. (dba Buildertrend)(9)(12)(25) | First lien senior secured loan | L + | 7.00% | 12/23/2026 | 44,643 | 44,258 | 44,420 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
BCTO BSI Buyer, Inc. (dba Buildertrend)(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 7.00% | 12/23/2026 | 3,018 | 2,973 | 2,991 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Centrify Corporation(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 3/2/2028 | 66,903 | 65,383 | 65,564 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Centrify Corporation(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 3/2/2027 | — | (173) | (136) | — | % | ||||||||||||||||||||||||||||||||||||||
CivicPlus, LLC(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 8/24/2027 | 14,236 | 14,101 | 14,094 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
CivicPlus, LLC(9)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.00% | 8/24/2023 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
CivicPlus, LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 8/24/2027 | — | (13) | (13) | — | % | ||||||||||||||||||||||||||||||||||||||
Delta TopCo, Inc. (dba Infoblox, Inc.)(9)(12)(25) | Second lien senior secured loan | L + | 7.25% | 12/1/2028 | 15,000 | 14,934 | 15,000 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
EET Buyer, Inc. (dba e-Emphasys)(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 11/8/2027 | 4,545 | 4,501 | 4,500 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
EET Buyer, Inc. (dba e-Emphasys)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 11/8/2027 | — | (4) | (5) | — | % | ||||||||||||||||||||||||||||||||||||||
Forescout Technologies, Inc.(9)(12)(25) | First lien senior secured loan | L + | 9.50% PIK | 8/17/2026 | 54,811 | 54,119 | 54,811 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
Forescout Technologies, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 8.50% | 8/18/2025 | — | (68) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Genesis Acquisition Co. (dba Procare Software)(9)(12)(25) | First lien senior secured loan | L + | 4.00% | 7/31/2024 | 18,129 | 17,961 | 17,630 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Genesis Acquisition Co. (dba Procare Software)(9)(12)(25) | First lien senior secured revolving loan | L + | 4.00% | 7/31/2024 | 2,637 | 2,614 | 2,564 | — | % |
36
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
GovBrands Intermediate, Inc.(9)(12)(25) | First lien senior secured loan | L + | 5.50% | 8/4/2027 | 10,658 | 10,407 | 10,392 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
GovBrands Intermediate, Inc.(9)(10)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.50% | 8/4/2023 | 2,404 | 2,333 | 2,330 | — | % | ||||||||||||||||||||||||||||||||||||||
GovBrands Intermediate, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.50% | 8/4/2027 | — | (18) | (20) | — | % | ||||||||||||||||||||||||||||||||||||||
Granicus, Inc.(9)(12)(25) | First lien senior secured loan | L + | 6.50% | 1/29/2027 | 13,495 | 13,211 | 13,259 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Granicus, Inc.(9)(12)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.50% | 1/30/2023 | 1,535 | 1,498 | 1,501 | — | % | ||||||||||||||||||||||||||||||||||||||
Granicus, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.50% | 1/29/2027 | — | (24) | (21) | — | % | ||||||||||||||||||||||||||||||||||||||
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(9)(13)(25)(27) | First lien senior secured loan | L + | 7.50% | 4/16/2026 | 51,567 | 50,388 | 51,567 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
H&F Opportunities LUX III S.À R.L (dba Checkmarx)(9)(21)(22)(25)(27) | First lien senior secured revolving loan | L + | 7.50% | 4/16/2026 | — | (348) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Hyland Software, Inc.(9)(10)(25) | Second lien senior secured loan | L + | 6.25% | 7/7/2025 | 15,482 | 15,468 | 15,579 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
IQN Holding Corp. (dba Beeline)(9)(13)(25) | First lien senior secured loan | L + | 5.50% | 8/20/2024 | 150,639 | 149,528 | 150,639 | 2.5 | % | ||||||||||||||||||||||||||||||||||||||
IQN Holding Corp. (dba Beeline)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.50% | 8/21/2023 | — | (111) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Litera Bidco LLC(9)(10)(25) | First lien senior secured loan | L + | 5.87% | 5/29/2026 | 154,049 | 152,423 | 154,049 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
Litera Bidco LLC(9)(10)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.00% | 10/29/2022 | 1,998 | 1,943 | 1,998 | — | % | ||||||||||||||||||||||||||||||||||||||
Litera Bidco LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 5/29/2026 | — | (44) | — | — | % | ||||||||||||||||||||||||||||||||||||||
MessageBird BidCo B.V.(9)(12)(25)(27) | First lien senior secured loan | L + | 6.75% | 4/29/2027 | 77,000 | 75,447 | 75,460 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
MINDBODY, Inc.(9)(13)(25) | First lien senior secured loan | L + | 8.50% (incl. 1.50% PIK) | 2/14/2025 | 67,127 | 66,713 | 67,127 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
MINDBODY, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 7.00% | 2/14/2025 | — | (32) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Ministry Brands Holdings, LLC(9)(12)(25) | First lien senior secured loan | L + | 5.50% | 12/29/2028 | 706 | 692 | 692 | — | % | ||||||||||||||||||||||||||||||||||||||
Ministry Brands Holdings, LLC(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.50% | 12/27/2023 | — | (2) | (2) | — | % | ||||||||||||||||||||||||||||||||||||||
Ministry Brands Holdings, LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.50% | 12/27/2027 | — | (1) | (1) | — | % | ||||||||||||||||||||||||||||||||||||||
Proofpoint, Inc.(9)(12)(25) | Second lien senior secured loan | L + | 6.25% | 8/31/2029 | 19,600 | 19,505 | 19,502 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
QAD, Inc.(9)(11)(25) | First lien senior secured loan | L + | 6.00% | 11/5/2027 | 26,571 | 26,051 | 26,040 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
QAD, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 11/5/2027 | — | (67) | (69) | — | % | ||||||||||||||||||||||||||||||||||||||
Tahoe Finco, LLC(9)(12)(25)(27) | First lien senior secured loan | L + | 6.00% | 9/29/2028 | 123,255 | 122,057 | 121,777 | 2.1 | % | ||||||||||||||||||||||||||||||||||||||
Tahoe Finco, LLC(9)(21)(22)(25)(27) | First lien senior secured revolving loan | L + | 6.00% | 10/1/2027 | — | (89) | (111) | — | % | ||||||||||||||||||||||||||||||||||||||
Thunder Purchaser, Inc. (dba Vector Solutions)(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 6/30/2028 | 64,802 | 64,189 | 64,357 | 1.1 | % |
37
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Thunder Purchaser, Inc. (dba Vector Solutions)(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.75% | 8/17/2023 | — | — | (41) | — | % | ||||||||||||||||||||||||||||||||||||||
Thunder Purchaser, Inc. (dba Vector Solutions)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 6/30/2027 | — | (35) | (29) | — | % | ||||||||||||||||||||||||||||||||||||||
When I Work, Inc.(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 11/2/2027 | 4,932 | 4,884 | 4,883 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
When I Work, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 11/2/2027 | — | (9) | (9) | — | % | ||||||||||||||||||||||||||||||||||||||
1,419,759 | 1,400,666 | 1,408,337 | 23.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Leisure and entertainment | |||||||||||||||||||||||||||||||||||||||||||||||
Troon Golf, L.L.C.(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 8/5/2027 | 283,073 | 281,736 | 281,659 | 4.7 | % | ||||||||||||||||||||||||||||||||||||||
Troon Golf, L.L.C.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 8/5/2026 | — | (99) | (108) | — | % | ||||||||||||||||||||||||||||||||||||||
283,073 | 281,637 | 281,551 | 4.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Manufacturing | |||||||||||||||||||||||||||||||||||||||||||||||
Gloves Buyer, Inc. (dba Protective Industrial Products)(9)(10)(25) | Second lien senior secured loan | L + | 8.25% | 12/29/2028 | 29,250 | 28,584 | 28,884 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Ideal Tridon Holdings, Inc.(9)(12)(25) | First lien senior secured loan | L + | 5.25% | 7/31/2024 | 53,209 | 52,784 | 53,209 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||
Ideal Tridon Holdings, Inc.(9)(10)(21)(25) | First lien senior secured revolving loan | L + | 5.25% | 7/31/2023 | 1,800 | 1,782 | 1,800 | — | % | ||||||||||||||||||||||||||||||||||||||
MHE Intermediate Holdings, LLC (dba OnPoint Group)(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 7/21/2027 | 160,321 | 158,816 | 158,718 | 2.7 | % | ||||||||||||||||||||||||||||||||||||||
MHE Intermediate Holdings, LLC (dba OnPoint Group)(9)(12)(21)(23)(25) | First lien senior secured delayed draw term loan | L + | 5.75% | 7/21/2023 | 13,420 | 13,291 | 13,286 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
MHE Intermediate Holdings, LLC (dba OnPoint Group)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 7/21/2027 | — | (144) | (155) | — | % | ||||||||||||||||||||||||||||||||||||||
PHM Netherlands Midco B.V. (dba Loparex)(9)(12)(25) | First lien senior secured loan | L + | 4.50% | 7/31/2026 | 786 | 738 | 782 | — | % | ||||||||||||||||||||||||||||||||||||||
PHM Netherlands Midco B.V. (dba Loparex)(9)(10)(25) | Second lien senior secured loan | L + | 8.75% | 7/30/2027 | 112,000 | 105,916 | 110,600 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
Safety Products/JHC Acquisition Corp. (dba Justrite Safety Group)(9)(10)(25) | First lien senior secured loan | L + | 4.50% | 6/28/2026 | 13,923 | 13,829 | 12,948 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Sonny's Enterprises LLC(9)(10)(25) | First lien senior secured loan | L + | 6.75% | 8/5/2026 | 232,258 | 228,600 | 232,258 | 3.9 | % | ||||||||||||||||||||||||||||||||||||||
Sonny's Enterprises LLC(9)(10)(21)(25) | First lien senior secured revolving loan | L + | 6.75% | 8/5/2025 | 2,567 | 2,309 | 2,567 | — | % | ||||||||||||||||||||||||||||||||||||||
619,534 | 606,505 | 614,897 | 10.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Oil and gas | |||||||||||||||||||||||||||||||||||||||||||||||
Black Mountain Sand Eagle Ford LLC(9)(12)(25) | First lien senior secured loan | L + | 8.25% | 8/17/2022 | 4,808 | 4,808 | 4,808 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Project Power Buyer, LLC (dba PEC-Veriforce)(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 5/14/2026 | 45,091 | 44,664 | 45,091 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
Project Power Buyer, LLC (dba PEC-Veriforce)(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 5/14/2025 | — | (22) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Zenith Energy U.S. Logistics Holdings, LLC(9)(12)(25) | First lien senior secured loan | L + | 5.50% | 12/20/2024 | 64,476 | 63,728 | 64,476 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
114,375 | 113,178 | 114,375 | 2.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Professional services | |||||||||||||||||||||||||||||||||||||||||||||||
AmSpec Group, Inc. (fka AmSpec Services Inc.)(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 7/2/2024 | 110,265 | 109,296 | 109,713 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
AmSpec Group, Inc. (fka AmSpec Services Inc.)(9)(15)(21)(25) | First lien senior secured revolving loan | P + | 3.75% | 7/2/2024 | 3,796 | 3,691 | 3,724 | 0.1 | % |
38
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Apex Group Treasury, LLC(9)(12)(25)(27) | Second lien senior secured loan | L + | 6.75% | 7/27/2029 | 19,000 | 18,817 | 18,810 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
Apex Group Treasury, LLC(9)(21)(23)(25)(27) | Second lien senior secured delayed draw term loan | L + | 6.75% | 6/30/2022 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
Gerson Lehrman Group, Inc.(9)(13)(25) | First lien senior secured loan | L + | 5.25% | 12/12/2024 | 151,895 | 151,062 | 151,895 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
Gerson Lehrman Group, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.25% | 12/12/2024 | — | (105) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Guidehouse Inc.(9)(10)(25) | First lien senior secured loan | L + | 5.50% | 10/16/2028 | 4,649 | 4,604 | 4,603 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
Guidehouse Inc.(9)(21)(25) | First lien senior secured revolving loan | L + | 5.50% | 10/15/2027 | — | — | (4) | — | % | ||||||||||||||||||||||||||||||||||||||
Relativity ODA LLC(9)(10)(25) | First lien senior secured loan | L + | 7.50% PIK | 5/12/2027 | 77,263 | 76,255 | 76,297 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Relativity ODA LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.50% | 5/12/2027 | — | (98) | (92) | — | % | ||||||||||||||||||||||||||||||||||||||
366,868 | 363,522 | 364,946 | 6.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Specialty retail | |||||||||||||||||||||||||||||||||||||||||||||||
Galls, LLC(9)(12)(25) | First lien senior secured loan | L + | 6.75% (incl. 0.50% PIK) | 1/31/2025 | 104,742 | 103,983 | 98,458 | 1.7 | % | ||||||||||||||||||||||||||||||||||||||
Galls, LLC(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 6.75% | 1/31/2024 | 11,943 | 11,624 | 9,999 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Milan Laser Holdings LLC(9)(12)(25) | First lien senior secured loan | L + | 5.00% | 4/27/2027 | 24,299 | 24,080 | 24,117 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
Milan Laser Holdings LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.00% | 4/27/2026 | — | (18) | (16) | — | % | ||||||||||||||||||||||||||||||||||||||
Notorious Topco, LLC (dba Beauty Industry Group)(9)(12)(25) | First lien senior secured loan | L + | 6.50% | 11/22/2027 | 110,460 | 108,827 | 108,803 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
Notorious Topco, LLC (dba Beauty Industry Group)(9)(21)(22)(23)(25) | First lien senior secured delayed draw term loan | L + | 6.50% | 11/23/2023 | — | (98) | (40) | — | % | ||||||||||||||||||||||||||||||||||||||
Notorious Topco, LLC (dba Beauty Industry Group)(9)(12)(21)(25) | First lien senior secured revolving loan | L + | 6.50% | 5/24/2027 | 1,596 | 1,455 | 1,453 | — | % | ||||||||||||||||||||||||||||||||||||||
The Shade Store, LLC(9)(12)(25) | First lien senior secured loan | L + | 6.00% | 10/13/2027 | 9,091 | 8,981 | 8,977 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
The Shade Store, LLC(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 6.00% | 10/13/2026 | — | (11) | (11) | — | % | ||||||||||||||||||||||||||||||||||||||
262,131 | 258,823 | 251,740 | 4.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Transportation | |||||||||||||||||||||||||||||||||||||||||||||||
Lazer Spot G B Holdings, Inc.(9)(12)(25) | First lien senior secured loan | L + | 5.75% | 12/9/2025 | 144,064 | 142,314 | 144,064 | 2.4 | % | ||||||||||||||||||||||||||||||||||||||
Lazer Spot G B Holdings, Inc.(9)(21)(22)(25) | First lien senior secured revolving loan | L + | 5.75% | 12/9/2025 | — | (304) | — | — | % | ||||||||||||||||||||||||||||||||||||||
Lytx, Inc.(9)(10)(25) | First lien senior secured loan | L + | 6.75% | 2/28/2026 | 71,733 | 70,839 | 71,195 | 1.2 | % | ||||||||||||||||||||||||||||||||||||||
Motus Group, LLC(9)(12)(25) | Second lien senior secured loan | L + | 6.50% | 12/10/2029 | 10,810 | 10,702 | 10,702 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
226,607 | 223,551 | 225,961 | 3.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Total non-controlled/non-affiliated portfolio company debt investments | $ | 11,793,168 | $ | 11,589,379 | $ | 11,582,457 | 195.7 | % | |||||||||||||||||||||||||||||||||||||||
Equity Investments | |||||||||||||||||||||||||||||||||||||||||||||||
Aerospace and defense |
39
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
Space Exploration Technologies Corp.(25)(26)(29) | Class A Common Stock | N/A | N/A | 3,232 | 1,557 | 1,810 | — | % | |||||||||||||||||||||||||||||||||||||||
Space Exploration Technologies Corp.(25)(26)(29) | Class C Common Stock | N/A | N/A | 936 | 446 | 524 | — | % | |||||||||||||||||||||||||||||||||||||||
2,003 | 2,334 | — | % | ||||||||||||||||||||||||||||||||||||||||||||
Automotive | |||||||||||||||||||||||||||||||||||||||||||||||
CD&R Value Building Partners I, L.P.(25)(26)(27)(29) | LP Interest | N/A | N/A | 33,000 | 33,065 | 33,000 | 0.6 | % | |||||||||||||||||||||||||||||||||||||||
Metis HoldCo, Inc. (dba Mavis Tire Express Services)(20)(25)(26) | Series A Convertible Preferred Stock | 7.00% PIK | N/A | 149,692 | 151,894 | 155,888 | 2.6 | % | |||||||||||||||||||||||||||||||||||||||
184,959 | 188,888 | 3.2 | % | ||||||||||||||||||||||||||||||||||||||||||||
Buildings and real estate | |||||||||||||||||||||||||||||||||||||||||||||||
Skyline Holdco B, Inc. (dba Dodge Data & Analytics)(25)(26)(29) | Series A Preferred Stock | N/A | N/A | 2,181,629 | 3,272 | 3,612 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
3,272 | 3,612 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
Business services | |||||||||||||||||||||||||||||||||||||||||||||||
Denali Holding LP (dba Summit Companies)(25)(26)(29) | Class A Units | N/A | N/A | 313,850 | 3,136 | 3,136 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Hercules Buyer, LLC (dba The Vincit Group)(25)(26)(29)(31) | Common Units | N/A | N/A | 2,190,000 | 2,192 | 2,192 | — | % | |||||||||||||||||||||||||||||||||||||||
5,328 | 5,328 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
Consumer Products | |||||||||||||||||||||||||||||||||||||||||||||||
ASP Conair Holdings LP(25)(26)(29) | Class A Units | N/A | N/A | 60,714 | 6,071 | 6,071 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
6,071 | 6,071 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
Financial services | |||||||||||||||||||||||||||||||||||||||||||||||
Blend Labs, Inc.(25)(26)(29) | Common Stock | N/A | N/A | 72,317 | 1,000 | 515 | — | % | |||||||||||||||||||||||||||||||||||||||
Blend Labs, Inc.(25)(26)(29) | Warrants | N/A | N/A | 179,529 | 975 | 380 | — | % | |||||||||||||||||||||||||||||||||||||||
1,975 | 895 | — | % | ||||||||||||||||||||||||||||||||||||||||||||
Food and beverage | |||||||||||||||||||||||||||||||||||||||||||||||
H-Food Holdings, LLC(25)(26)(29) | LLC Interest | N/A | N/A | 10,875 | 10,875 | 13,633 | 0.2 | % | |||||||||||||||||||||||||||||||||||||||
10,875 | 13,633 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||||||||
Healthcare equipment and services | |||||||||||||||||||||||||||||||||||||||||||||||
KPCI Holdings, LP(25)(26)(29) | Class A Units | N/A | N/A | 30,425 | 32,285 | 37,331 | 0.6 | % | |||||||||||||||||||||||||||||||||||||||
Patriot Holdings SCSp (dba Corza Health, Inc.)(20)(25)(26) | Class A Units | 8.00% PIK | N/A | 7,104 | 7,633 | 7,633 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Patriot Holdings SCSp (dba Corza Health, Inc.)(25)(26)(29) | Class B Units | N/A | N/A | 97,833 | 18 | 1,109 | — | % | |||||||||||||||||||||||||||||||||||||||
39,936 | 46,073 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||||||||
Healthcare providers and services | |||||||||||||||||||||||||||||||||||||||||||||||
KOBHG Holdings, L.P. (dba OB Hospitalist)(25)(26)(29) | Class A Interests | N/A | N/A | 6,670 | 6,670 | 6,670 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Restore OMH Intermediate Holdings, Inc.(20)(25)(26) | Senior Preferred Stock | 13.00% PIK | N/A | 2,616 | 25,566 | 25,506 | 0.4 | % | |||||||||||||||||||||||||||||||||||||||
32,236 | 32,176 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||||||||
Human resource support services | |||||||||||||||||||||||||||||||||||||||||||||||
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.)(20)(25)(26) | Series A Preferred Stock | 10.50% PIK | N/A | 38,500 | 38,401 | 38,380 | 0.6 | % | |||||||||||||||||||||||||||||||||||||||
38,401 | 38,380 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||||||||
Insurance | |||||||||||||||||||||||||||||||||||||||||||||||
Evolution Parent, LP (dba SIAA)(25)(26)(29) | LP Interest | N/A | N/A | 42,838 | 4,284 | 4,284 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
GrowthCurve Capital Sunrise Co-Invest LP(25)(26)(29) | LP Interest | N/A | N/A | 632 | 633 | 632 | — | % | |||||||||||||||||||||||||||||||||||||||
Norvax, LLC (dba GoHealth)(5)(25)(29) | Common Stock | N/A | N/A | 1,021,885 | 5,232 | 3,873 | 0.1 | % |
40
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
PCF Holdco, LLC (dba PCF Insurance Services)(25)(26)(29) | Class A Units | N/A | N/A | 11,028 | 27,968 | 27,968 | 0.5 | % | |||||||||||||||||||||||||||||||||||||||
PCF Holdco, LLC (dba PCF Insurance Services)(25)(26)(29) | Class A Warrants | N/A | N/A | 3,744 | 9,496 | 9,496 | 0.2 | % | |||||||||||||||||||||||||||||||||||||||
47,613 | 46,253 | 0.9 | % | ||||||||||||||||||||||||||||||||||||||||||||
Internet and software services | |||||||||||||||||||||||||||||||||||||||||||||||
BCTO WIW Holdings, Inc. (dba When I Work)(25)(26)(29) | Class A Common Stock | N/A | N/A | 13 | 1,300 | 1,300 | — | % | |||||||||||||||||||||||||||||||||||||||
Brooklyn Lender Co-Invest 2, L.P.(25)(26)(29) | Common Units | N/A | N/A | 7,503,843 | 7,504 | 7,504 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
MessageBird Holding B.V.(25)(26)(27)(29) | Extended Series C Warrants | N/A | N/A | 122,890 | 753 | 753 | — | % | |||||||||||||||||||||||||||||||||||||||
Thunder Topco L.P. (dba Vector Solutions)(25)(26)(29) | Common Units | N/A | N/A | 3,829,614 | 3,830 | 4,519 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.)(20)(25)(26) | Series A Preferred Stock | 6.00% PIK | N/A | 21,500 | 21,250 | 21,250 | 0.4 | % | |||||||||||||||||||||||||||||||||||||||
34,637 | 35,326 | 0.6 | % | ||||||||||||||||||||||||||||||||||||||||||||
Manufacturing | |||||||||||||||||||||||||||||||||||||||||||||||
Gloves Holdings, LP (dba Protective Industrial Products)(25)(26)(29) | LP Interest | N/A | N/A | 3,250 | 3,250 | 3,640 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
Windows Entities(25)(26)(27)(29)(30) | LLC Units | N/A | N/A | 31,826 | 56,944 | 103,561 | 1.7 | % | |||||||||||||||||||||||||||||||||||||||
60,194 | 107,201 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||||||||
Professional services | |||||||||||||||||||||||||||||||||||||||||||||||
WMC Bidco, Inc.(20)(25)(26) | Senior Preferred Stock | 11.25% PIK | N/A | 16,692 | 16,247 | 16,233 | 0.3 | % | |||||||||||||||||||||||||||||||||||||||
16,247 | 16,233 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||||||||
Total non-controlled/non-affiliated portfolio company equity investments | $ | 483,747 | $ | 542,403 | 9.1 | % | |||||||||||||||||||||||||||||||||||||||||
Total non-controlled/non-affiliated portfolio company investments | $ | 12,073,126 | $ | 12,124,860 | 204.8 | % | |||||||||||||||||||||||||||||||||||||||||
Controlled/affiliated portfolio company investments | |||||||||||||||||||||||||||||||||||||||||||||||
Debt Investments | |||||||||||||||||||||||||||||||||||||||||||||||
Advertising and media | |||||||||||||||||||||||||||||||||||||||||||||||
Swipe Acquisition Corporation (dba PLI)(9)(12)(24)(25) | First lien senior secured loan | L + | 8.00% | 6/29/2024 | 50,044 | 49,316 | 49,419 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
Swipe Acquisition Corporation (dba PLI)(9)(12)(21)(23)(24)(25) | First lien senior secured delayed draw term loan | L + | 8.00% | 12/30/2022 | 10,899 | 10,899 | 10,635 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Swipe Acquisition Corporation (dba PLI)(9)(21)(24)(25) | Letter of Credit | L + | 8.00% | 6/29/2024 | — | 3 | — | — | % | ||||||||||||||||||||||||||||||||||||||
60,943 | 60,218 | 60,054 | 1.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Distribution | |||||||||||||||||||||||||||||||||||||||||||||||
PS Operating Company LLC (fka QC Supply, LLC)(9)(12)(24) | First lien senior secured loan | L + | 6.00% | 12/31/2024 | 13,241 | 12,979 | 12,976 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
PS Operating Company LLC (fka QC Supply, LLC)(9)(12)(21)(24) | First lien senior secured revolving loan | L + | 6.00% | 12/31/2024 | 2,319 | 2,171 | 2,219 | — | % | ||||||||||||||||||||||||||||||||||||||
15,560 | 15,150 | 15,195 | 0.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Total controlled/affiliated portfolio company debt investments | $ | 76,503 | $ | 75,368 | $ | 75,249 | 1.2 | % | |||||||||||||||||||||||||||||||||||||||
Equity Investments | |||||||||||||||||||||||||||||||||||||||||||||||
Advertising and media | |||||||||||||||||||||||||||||||||||||||||||||||
New PLI Holdings, LLC(24)(25)(26)(29) | Class A Common Units | N/A | N/A | 86,745 | 48,007 | 48,007 | 0.8 | % |
41
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Company(1)(4)(7) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(2)(3) | Fair Value | Percentage of Net Assets | ||||||||||||||||||||||||||||||||||||||||
48,007 | 48,007 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||||||||
Distribution | |||||||||||||||||||||||||||||||||||||||||||||||
PS Op Holdings LLC(24)(26)(29) | Class A Common Units | N/A | N/A | 248,271 | 4,300 | 4,300 | 0.1 | % | |||||||||||||||||||||||||||||||||||||||
4,300 | 4,300 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
Financial services | |||||||||||||||||||||||||||||||||||||||||||||||
Wingspire Capital Holdings LLC(8)(21)(24)(26) | LLC Interest | N/A | N/A | 198,038 | 198,038 | 242,163 | 4.1 | % | |||||||||||||||||||||||||||||||||||||||
198,038 | 242,163 | 4.1 | % | ||||||||||||||||||||||||||||||||||||||||||||
Investment funds and vehicles | |||||||||||||||||||||||||||||||||||||||||||||||
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)(6)(8)(24)(26)(27) | LLC Interest | N/A | N/A | 249,714 | 249,714 | 247,061 | 4.2 | % | |||||||||||||||||||||||||||||||||||||||
249,714 | 247,061 | 4.2 | % | ||||||||||||||||||||||||||||||||||||||||||||
Total controlled/affiliated portfolio company equity investments | $ | 500,059 | $ | 541,531 | 9.2 | % | |||||||||||||||||||||||||||||||||||||||||
Total controlled/affiliated portfolio company investments | $ | 575,427 | $ | 616,780 | 10.4 | % | |||||||||||||||||||||||||||||||||||||||||
Total Investments | $ | 12,648,553 | $ | 12,741,640 | 215.2 | % |
Interest Rate Swaps as of December 31, 2021 | ||||||||||||||||||||||||||||||||||||||
Company Receives | Company Pays | Maturity Date | Notional Amount | Hedged Instrument | Footnote Reference | |||||||||||||||||||||||||||||||||
Interest rate swap | 5.25% | L + 2.937% | 4/10/2024 | 400,000 | 2024 Notes | Note 6 | ||||||||||||||||||||||||||||||||
Interest rate swap | 2.63% | L + 1.655% | 1/15/2027 | 500,000 | 2027 Notes | Note 6 | ||||||||||||||||||||||||||||||||
Total | 900,000 |
________________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)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.
(3)As of December 31, 2021, the net estimated unrealized loss for U.S. federal income tax purposes was $36.8 million based on a tax cost basis of $12.8 billion. As of December 31, 2021, the estimated aggregate gross unrealized loss for U.S. federal income tax purposes was $217.6 million and the estimated aggregate gross unrealized gain for U.S. federal income tax purposes was $180.8 million.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Level 1 investment.
(6)Investment measured at net asset value (“NAV”).
(7)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”.
(8)Investment is not pledged as collateral for the credit facilities.
(9)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”, which can include one-, two-, three- or six-month EURIBOR), SONIA (“SONIA” or “S”), 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.
(10)The interest rate on these loans is subject to 1 month LIBOR, which as of December 31, 2021 was 0.10%.
(11)The interest rate on these loans is subject to 2 month LIBOR, which as of December 31, 2021 was 0.15%.
(12)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2021 was 0.21%.
(13)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2021 was 0.34%.
(14)The interest rate on these loans is subject to 12 month LIBOR, which as of December 31, 2021 was 0.58%.
(15)The interest rate on these loans is subject to Prime, which as of December 31, 2021 was 3.25%.
(16)The interest rate on this loan is subject to 3 month Canadian Dollar Offered Rate (“CDOR” or “C”), which as of December 31, 2021 was 0.52%.
(17)The interest rate on this loan is subject to 3 month EURIBOR, which as of December 31, 2021 was (0.57)%.
(18)The interest rate on this loan is subject to 6 month EURIBOR, which as of December 31, 2021 was (0.55)%.
(19)The interest rate on this loan is subject to SONIA, which as of December 31, 2021 was 0.26%.
(20)Contains a fixed-rate structure.
(21)Position or portion thereof is an unfunded loan or equity commitment. See Note 7 “Commitments and Contingencies”.
(22)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.
(23)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.
(24)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
42
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
policies of such portfolio company (including through a management agreement). The Company’s investment in affiliates for the year ended December 31, 2021, were as follows:
($ in thousands) | Fair value as of December 31, 2020 | Gross Additions (a) | Gross Reductions(b) | Change in Unrealized Gains (Losses) | Fair value as of December 31, 2021 | Interest Income | Dividend Income | Other Income | ||||||||||||||||||||||||||||||||||||||||||
Controlled Affiliates | ||||||||||||||||||||||||||||||||||||||||||||||||||
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)(c) | $ | 105,546 | $ | 168,001 | $ | (26,125) | $ | (362) | $ | 247,061 | $ | — | $ | 14,394 | $ | — | ||||||||||||||||||||||||||||||||||
PS Operating Company LLC (fka QC Supply, LLC) | — | 20,440 | (994) | 49 | 19,495 | 34 | — | — | ||||||||||||||||||||||||||||||||||||||||||
Swipe Acquisition Corporation (dba PLI) | 99,297 | 8,495 | — | 269 | 108,061 | 5,497 | — | 643 | ||||||||||||||||||||||||||||||||||||||||||
Wingspire Capital Holdings LLC | 67,538 | 277,500 | (147,000) | 44,125 | 242,163 | — | 6,000 | — | ||||||||||||||||||||||||||||||||||||||||||
Total Controlled Affiliates | $ | 272,381 | $ | 474,436 | $ | (174,119) | $ | 44,081 | $ | 616,780 | $ | 5,531 | $ | 20,394 | $ | 643 |
(a)Gross additions may include increases in the cost basis of investments resulting from new investments, amounts related to payment-in-kind (“PIK”) interest capitalized and added to the principal balance of the respective loans, the accretion of discounts, the exchange of one or more existing investments for one or more new investments and the movement at fair value of an existing portfolio company into this controlled affiliated category from a different category.
(b)Gross reductions may include decreases in the cost basis of investments resulting from principal collections related to investment repayments and sales, return of capital, the amortization of premiums and the exchange of one or more existing securities for one or more new securities.
(c)For further description of the Company's investment in ORCC Senior Loan Fund LLC (fka Sebago Lake LLC), see Note 4 "Investments."
(25)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.”
(26)Securities acquired in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) and may be deemed to be “restricted securities” under the Securities Act. As of December 31, 2021, the aggregate fair value of these securities is $1.1 billion or 18.3% of the Company’s net assets. The acquisition dates of the restricted securities are as follows:
Portfolio Company | Investment | Acquisition Date | ||||||||||||
ASP Conair Holdings LP | Class A Units | May 17, 2021 | ||||||||||||
BCTO WIW Holdings, Inc. (dba When I Work) | Class A Common Stock | November 2, 2021 | ||||||||||||
Blend Labs, Inc. | Common Stock | February 24, 2021 | ||||||||||||
Blend Labs, Inc. | Warrants | July 2, 2021 | ||||||||||||
Brooklyn Lender Co-Invest 2, L.P. | Common Units | October 1, 2021 | ||||||||||||
CD&R Value Building Partners I, L.P. | LP Interest | December 2, 2021 | ||||||||||||
Denali Holding LP (dba Summit Companies) | Class A Units | September 15, 2021 | ||||||||||||
Evolution Parent, LP (dba SIAA) | LP Interest | April 30, 2021 | ||||||||||||
KOBHG Holdings, L.P. (dba OB Hospitalist) | Class A Interests | September 27, 2021 | ||||||||||||
Gloves Holdings, LP (dba Protective Industrial Products) | LP Interest | December 29, 2020 | ||||||||||||
GrowthCurve Capital Sunrise Co-Invest LP | LP Interest | December 16, 2021 | ||||||||||||
Hercules Buyer, LLC (dba The Vincit Group) | Common Units | December 15, 2020 | ||||||||||||
H-Food Holdings, LLC | LLC Interest | November 23, 2018 | ||||||||||||
KPCI Holdings, LP | Class A Units | November 30, 2020 | ||||||||||||
MessageBird Holding B.V. | Extended Series C Warrants | May 5, 2021 | ||||||||||||
Metis HoldCo, Inc. (dba Mavis Tire Express Services) | Series A Convertible Preferred Stock | May 4, 2021 | ||||||||||||
New PLI Holdings, LLC | Class A Common Units | December 23, 2020 | ||||||||||||
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC) | LLC Interest | June 20, 2017 | ||||||||||||
Patriot Holdings SCSp (dba Corza Health, Inc.) | Class A Units | January 29, 2021 | ||||||||||||
Patriot Holdings SCSp (dba Corza Health, Inc.) | Class B Units | January 29, 2021 | ||||||||||||
PCF Holdco, LLC (dba PCF Insurance Services) | Class A Units | November 1, 2021 | ||||||||||||
PCF Holdco, LLC (dba PCF Insurance Services) | Class A Warrants | October 29, 2021 | ||||||||||||
PS Op Holdings LLC | Class A Common Units | December 21, 2021 | ||||||||||||
Restore OMH Intermediate Holdings, Inc. | Senior Preferred Stock | December 9, 2020 | ||||||||||||
Skyline Holdco B, Inc. (dba Dodge Data & Analytics) | Series A Preferred Stock | April 14, 2021 | ||||||||||||
Space Exploration Technologies Corp. | Class A Common Stock | March 25, 2021 | ||||||||||||
Space Exploration Technologies Corp. | Class C Common Stock | March 25, 2021 | ||||||||||||
Sunshine Software Holdings, Inc. (dba Cornerstone OnDemand, Inc.) | Series A Preferred Stock | October 14, 2021 |
43
Owl Rock Capital Corporation
Consolidated Schedule of Investments
As of December 31, 2021
(Amounts in thousands, except share amounts)
Thunder Topco L.P. (dba Vector Solutions) | Common Units | June 30, 2021 | ||||||||||||
VEPF Torreys Aggregator, LLC (dba MINDBODY, Inc.) | Series A Preferred Stock | October 15, 2021 | ||||||||||||
Windows Entities | LLC Units | January 16, 2020 | ||||||||||||
Wingspire Capital Holdings LLC | LLC Interest | September 24, 2019 | ||||||||||||
WMC Bidco, Inc. | Senior Preferred Stock | November 9, 2021 |
* Refer to Note 4 “Investments – ORCC Senior Loan Fund LLC,” for further information.
** Refer to Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”.
(27)This portfolio company is not a qualifying asset under Section 55(a) of the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, the Company may not acquire any non-qualifying asset unless, at the time such acquisition is made, qualifying assets represent at least 70% of total assets. As of December 31, 2021, non-qualifying assets represented 9.9% of total assets as calculated in accordance with the regulatory requirements.
(28)Loan was on non-accrual status as of December 31, 2021.
(29)Investment is non-income producing.
(30)Investment represents multiple underlying investments, including Midwest Custom Windows, LLC, Greater Toronto Custom Windows, Corp., Garden State Custom Windows, LLC, Long Island Custom Windows, LLC, Jemico, LLC and Atlanta Custom Windows, LLC. Greater Toronto Custom Windows, Corp. is considered a non-qualifying asset, with a fair value of $8.0 million as of December 31, 2021.
(31)We invest in this portfolio company through underlying blocker entities Hercules Blocker 1 LLC, Hercules Blocker 2 LLC, Hercules Blocker 3 LLC, Hercules Blocker 4 LLC, and Hercules Blocker 5 LLC.
The accompanying notes are an integral part of these consolidated financial statements.
44
Owl Rock Capital Corporation
Consolidated Statements of Changes in Net Assets
(Amounts in thousands)
(Unaudited)
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||
Increase (Decrease) in Net Assets Resulting from Operations | ||||||||||||||||||||||||||
Net investment income (loss) | $ | 146,774 | $ | 130,499 | $ | 394,253 | $ | 352,283 | ||||||||||||||||||
Net change in unrealized gain (loss) | 118,587 | 10,281 | (123,423) | 122,007 | ||||||||||||||||||||||
Net realized gain (loss) | 66 | 2,071 | 3,635 | (23,414) | ||||||||||||||||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations | 265,427 | 142,851 | 274,465 | 450,876 | ||||||||||||||||||||||
Distributions | ||||||||||||||||||||||||||
Distributions declared from earnings(1) | (122,085) | (121,877) | (366,490) | (364,799) | ||||||||||||||||||||||
Net Decrease in Net Assets Resulting from Shareholders' Distributions | (122,085) | (121,877) | (366,490) | (364,799) | ||||||||||||||||||||||
Capital Share Transactions | ||||||||||||||||||||||||||
Repurchase of common shares | — | — | (10,015) | — | ||||||||||||||||||||||
Reinvestment of distributions | — | 13,754 | 11,951 | 44,481 | ||||||||||||||||||||||
Net Increase (Decrease) in Net Assets Resulting from Capital Share Transactions | — | 13,754 | 1,936 | 44,481 | ||||||||||||||||||||||
Total Increase (Decrease) in Net Assets | 143,342 | 34,728 | (90,089) | 130,558 | ||||||||||||||||||||||
Net Assets, at beginning of period | 5,704,446 | 5,842,264 | 5,937,877 | 5,746,434 | ||||||||||||||||||||||
Net Assets, at end of period | $ | 5,847,788 | $ | 5,876,992 | $ | 5,847,788 | $ | 5,876,992 |
_______________
(1)For the three and nine months ended September 30, 2022 and 2021, distributions declared from earnings were derived from net investment income and capital gains.
The accompanying notes are an integral part of these consolidated financial statements.
45
Owl Rock Capital Corporation
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
For the For the Nine Months Ended September 30, | ||||||||||||||
2022 | 2021 | |||||||||||||
Cash Flows from Operating Activities | ||||||||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 274,465 | $ | 450,876 | ||||||||||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities: | ||||||||||||||
Purchases of investments, net | (1,894,552) | (5,320,714) | ||||||||||||
Proceeds from investments and investment repayments, net | 1,749,362 | 4,246,855 | ||||||||||||
Net amortization/accretion of premium/discount on investments | (33,594) | (55,623) | ||||||||||||
Payment-in-kind interest and dividends | (101,236) | (41,341) | ||||||||||||
Net change in unrealized (gain) loss on investments | 115,913 | (134,328) | ||||||||||||
Net change in unrealized gain (loss) on interest rate swap attributed to unsecured notes | (88,985) | (9,425) | ||||||||||||
Net change in unrealized (gains) losses on translation of assets and liabilities in foreign currencies | 7,735 | 3,188 | ||||||||||||
Net realized (gain) loss on investments | (4,853) | 24,656 | ||||||||||||
Net realized (gain) loss on foreign currency transactions relating to investments | 1,567 | (16) | ||||||||||||
Amortization of debt issuance costs | 21,133 | 18,882 | ||||||||||||
Amortization of offering costs | — | 23 | ||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||
(Increase) decrease in receivable for investments sold | — | (71,110) | ||||||||||||
(Increase) decrease in interest receivable | (13,432) | (5,269) | ||||||||||||
(Increase) decrease in receivable from a controlled affiliate | (16,350) | (1,780) | ||||||||||||
(Increase) decrease in prepaid expenses and other assets | 17,084 | 11,460 | ||||||||||||
Increase (decrease) in management fee payable | 116 | 9,647 | ||||||||||||
Increase (decrease) in incentive fee payable | 1,892 | 8,612 | ||||||||||||
Increase (decrease) in payables to affiliate | (802) | (1,128) | ||||||||||||
Increase (decrease) in accrued expenses and other liabilities | 87,059 | 11,822 | ||||||||||||
Net cash provided by (used in) operating activities | 122,522 | (854,713) | ||||||||||||
Cash Flows from Financing Activities | ||||||||||||||
Borrowings on debt | 2,208,630 | 4,311,730 | ||||||||||||
Payments on debt | (1,944,391) | (2,627,000) | ||||||||||||
Debt issuance costs | (14,179) | (42,671) | ||||||||||||
Repurchases of common stock | (10,015) | — | ||||||||||||
Cash distributions paid to shareholders | (354,522) | (350,528) | ||||||||||||
Net cash provided by (used in) financing activities | (114,477) | 1,291,531 | ||||||||||||
Net increase (decrease) in cash and restricted cash, including foreign cash (restricted cash of $72,670 and $5,376, respectively) | 8,045 | 436,818 | ||||||||||||
Cash and restricted cash, including foreign cash, beginning of period (restricted cash of $21,481 and $8,841, respectively) | 447,145 | 357,911 | ||||||||||||
Cash and restricted cash, including foreign cash, end of period (restricted cash of $94,151 and $14,217, respectively) | $ | 455,190 | $ | 794,729 | ||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
46
Owl Rock Capital Corporation
Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
For the For the Nine Months Ended September 30, | ||||||||||||||
2022 | 2021 | |||||||||||||
Supplemental and Non-Cash Information | ||||||||||||||
Interest paid during the period | $ | 177,362 | $ | 130,762 | ||||||||||
Distributions declared during the period | 366,490 | 364,799 | ||||||||||||
Reinvestment of distributions during the period | 11,951 | 44,481 | ||||||||||||
Distributions Payable | 122,085 | 121,877 | ||||||||||||
Taxes, including excise tax, paid during the period | 1,668 | 3,985 |
47
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.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.
Owl Rock Capital Advisors LLC (the “Adviser”) serves as the Company’s investment adviser. The Adviser is registered with the Securities and Exchange Commission (“SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), an indirect subsidiary of Blue Owl Capital Inc. ("Blue Owl") (NYSE: OWL) and part of Owl Rock, a division of Blue Owl focused on direct lending. Blue Owl consists of three divisions: (1) Owl Rock, which focuses on direct lending, (2) Dyal, which focuses on providing capital to institutional alternative asset managers and (3) Oak Street, which focuses on real estate strategies. Subject to the overall supervision of the Company’s board of directors (the “Board”), the Adviser manages the day-to-day operations of, and provides investment advisory and management services to, the Company.
On July 22, 2019, the Company closed its initial public offering (“IPO”), 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 ("Listing Date").
48
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
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. Investments for which market quotations are readily available are typically valued at the average bid price of those market quotations. To validate market quotations, the Company utilizes a number of factors to determine if the quotations are representative of fair value, including the source and number of the quotations. Debt and equity securities that are not publicly traded or whose market prices are not readily available, as is the case for substantially all of the Company’s investments, are valued at fair value as determined in good faith by the 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 average bid price of those market quotations;
•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee. 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
49
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
required disclosures of fair value measurements. ASC 820 determines fair value to be the price that would be received for an investment in a current sale, which assumes an orderly transaction between market participants on the measurement date. Market participants are defined as buyers and sellers in the principal or most advantageous market (which may be a hypothetical market) that are independent, knowledgeable, and willing and able to transact. In accordance with ASC 820, the Company considers its principal market to be the market that has the greatest volume and level of activity. ASC 820 specifies a fair value hierarchy that prioritizes and ranks the level of observability of inputs used in determination of fair value. In accordance with ASC 820, these levels are summarized below:
•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
•Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the period in which the transfer occurs. In addition to using the above inputs in investment valuations, the Company applies the valuation policy approved by its Board that is consistent with ASC 820. Consistent with the valuation policy, the Company evaluates the source of the inputs, including any markets in which its investments are trading (or any markets in which securities with similar attributes are trading), in determining fair value. When an investment is valued based on prices provided by reputable dealers or pricing services (such as broker quotes), the Company subjects those prices to various criteria in making the determination as to whether a particular investment would qualify for treatment as a Level 2 or Level 3 investment. For example, the Company, or the independent valuation firm(s), reviews pricing support provided by dealers or pricing services in order to determine if observable market information is being used, versus unobservable inputs.
Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Company’s investments may fluctuate from period to period. Additionally, the fair value of such investments may differ significantly from the values that would have been used had a ready market existed for such investments and may differ materially from the values that may ultimately be realized. Further, such investments are generally less liquid than publicly traded securities and may be subject to contractual and other restrictions on resale. If the Company were required to liquidate a portfolio investment in a forced or liquidation sale, it could realize amounts that are different from the amounts presented and such differences could be material.
In addition, changes in the market environment and other events that may occur over the life of the investments may cause the gains or losses ultimately realized on these investments to be different than the unrealized gains or losses reflected herein.
Financial and Derivative Instruments
Pursuant to ASC 815 Derivatives and Hedging, all derivative instruments entered into by the Company are designated as hedging instruments. For all derivative instruments designated as a hedge, the entire change in the fair value of the hedging instrument shall be recorded in the same line item of the Consolidated Statements of Operations as the hedged item. The Company’s derivative instruments are used to hedge the Company’s fixed rate debt, and therefore both the periodic payment and the change in fair value for the effective hedge, if applicable, will be recognized as components of interest expense in the Consolidated Statements of Operations. Fair value is estimated by discounting remaining payments using applicable current market rates, or market quotes, if available. Rule 18f-4 was recently adopted by the SEC, and requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures.
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.
50
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Investments denominated in foreign currencies and foreign currency transactions may involve certain considerations and risks not typically associated with those of domestic origin, including unanticipated movements in the value of the foreign currency relative to the U.S. dollar.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization or accretion of premiums or discounts. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest and dividends represent accrued interest or dividends that are added to the principal amount or liquidation amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. For the three and nine months ended September 30, 2022, PIK interest and PIK dividend income earned was $37.6 million and $97.2 million, representing 11.9% and 11.4% of investment income, respectively. For the three and nine months ended September 30, 2021, PIK interest and PIK dividend income earned was $16.0 million and $38.2 million, representing 5.9% and 5.2% of investment income, respectively. Discounts to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. Premiums to par value on securities purchased are amortized to first call date. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of premiums or discounts, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period.
Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. If at any point the Company believes PIK interest or dividends are not expected to be realized, the investment generating PIK interest or dividends will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
Other Income
From time to time, the Company may receive fees for services provided to portfolio companies. These fees are generally only available to the Company as a result of closing investments, are generally paid at the closing of the investments, are generally non-recurring and are recognized as revenue when earned upon closing of the investment. The services that the Adviser provides vary by investment, but can include closing, work, diligence or other similar fees and fees for providing managerial assistance to our portfolio companies.
Offering Expenses
Costs associated with the private placement offering of common shares of the Company were capitalized as deferred offering expenses and included in prepaid expenses and other assets in the Consolidated Statements of Assets and Liabilities and were amortized over a twelve-month period from incurrence. The Company records expenses related to public equity offerings as a reduction of capital upon completion of an offering of registered securities. The costs associated with renewals of the Company’s shelf registration statement will be expensed as incurred.
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
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Notes to Consolidated Financial Statements (Unaudited) - Continued
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.
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes.
The Company evaluates tax positions taken or expected to be taken in the course of preparing its consolidated financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations and interpretations thereof. There were no material uncertain tax positions through December 31, 2021. The 2019 through 2021 tax years remain subject to examination by the IRS, and generally years 2018 through 2021 remain subject to examination by 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 generally be distributed at least annually, although the Company may decide to retain such capital gains for investment.
The Company has adopted a dividend reinvestment plan that provides for reinvestment of any cash distributions on behalf of shareholders, unless a shareholder elects to receive cash. As a result, if the Board authorizes and declares a cash distribution, then the shareholders who have not “opted out” of the dividend reinvestment plan will have their cash distribution automatically reinvested in additional shares of the Company’s common stock, rather than receiving the cash distribution. The Company expects to use newly issued shares or shares purchased in the open-market to implement the dividend reinvestment plan.
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 ORCC Senior Loan Fund LLC (fka Sebago Lake LLC) ("ORCC SLF"), Wingspire Capital Holdings LLC (“Wingspire”) or AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC and AAM Series 2.1 Aviation Feeder, LLC (collectively, "Amergin AssetCo"). For further description of the Company’s investment in ORCC SLF, see Note 4 “Investments”. For further description of the Company’s investment in Wingspire and Amergin AssetCo, see Note 3 “Agreements and Related Party Transactions – Controlled/Affiliated Portfolio Companies”.
New Accounting Pronouncements
In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848),” which provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London
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Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01, “Reference Rate Reform (Topic 848),” which expanded the scope of Topic 848 to include derivative instruments impacted by discounting transition. ASU 2020-04 and ASU 2021-01 are effective for all entities through December 31, 2022.
ASU No. 2021-01 provides increased clarity as the Company continues to evaluate the transition of reference rates and is currently evaluating the impact of adopting ASU No. 2020-04 and 2021-01 on the consolidated financial statements.
In June 2022, the FASB issued ASU No. 2022-03, “Fair Value Measurement (Topic 820),” which clarifies the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments affect all entities that have investments in equity securities measured at fair value that are subject to a contractual sale restriction. ASU 2022-03 is effective for public business entities for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. For all other entities the amendments are effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. An entity that qualifies as an investment company under Topic 946 should apply the amendments in ASU No. 2022-03 to an investment in an equity security subject to a contractual sale restriction that is executed or modified on or after the date of adoption. The Company is currently evaluating the impact of adopting ASU No. 2022-03 on the consolidated financial statements.
Other than the aforementioned guidance, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.
Note 3. Agreements and Related Party Transactions
Administration Agreement
The Company has entered into an amended and restated Administration Agreement (the “Administration Agreement”) with the Adviser. The Administration Agreement became effective on May 18, 2021 upon consummation of the transaction (the "Transaction") pursuant to which Owl Rock Capital Group, the parent of the Adviser (and a subsidiary of Owl Rock Capital Partners LP), and Dyal Capital Partners merged to form Blue Owl. The terms of the Administration Agreement are identical to the terms of the prior administration agreement. Under the terms of the Administration Agreement, the Adviser performs, or oversees, the performance of, required administrative services, which includes providing office space, equipment and office services, maintaining financial records, preparing reports to shareholders and reports filed with the SEC, and managing the payment of expenses and the performance of administrative and professional services rendered by others.
The Administration Agreement also provides that the Company reimburses the Adviser for certain offering costs.
The Company reimburses the Adviser for services performed for it pursuant to the terms of the Administration Agreement. In addition, pursuant to the terms of the Administration Agreement, the Adviser may delegate its obligations under the Administration Agreement to an affiliate or to a third party and the Company will reimburse the Adviser for any services performed for it by such affiliate or third party.
Unless earlier terminated as described below, the Administration Agreement will remain in effect for two years from the date it first became effective, and will remain in effect from year to year thereafter if approved annually by (1) the vote of the Board, or by the vote of a majority of its outstanding voting securities, and (2) the vote of a majority of the Company’s directors who are not “interested persons” of the Company, of the Adviser or of any of their respective affiliates, as defined in the 1940 Act. On May 3, 2022, the Board approved the continuation of the Administration Agreement. The Administration Agreement may be terminated at any time, without the payment of any penalty, on 60 days’ written notice, by the vote of a majority of the outstanding voting securities of the Company, or by the vote of the Board or by the Adviser.
No person who is an officer, director, or employee of the Adviser or its affiliates and who serves as a director of the Company receives any compensation from the Company for his or her services as a director. However, the Company reimburses the Adviser (or its affiliates) for an allocable portion of the compensation paid by the Adviser or its affiliates to the Company’s Chief Compliance Officer, Chief Financial Officer and their respective staffs (based on the percentage of time those individuals devote, on an estimated basis, to the business and affairs of the Company). Directors who are not affiliated with the Adviser receive compensation for their services and reimbursement of expenses incurred to attend meetings.
For the three and nine months ended September 30, 2022, the Company incurred expenses of approximately $1.5 million and $4.5 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement. For the three and nine months ended September 30, 2021, the Company incurred expenses of approximately $1.6 million and $4.5 million, respectively, for costs and expenses reimbursable to the Adviser under the terms of the Administration Agreement.
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Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Investment Advisory Agreement
The Company has entered into an amended and restated Investment Advisory Agreement (the “Investment Advisory Agreement”) with the Adviser. The Investment Advisory Agreement became effective on May 18, 2021 upon consummation of the Transaction. The terms of the Investment Advisory Agreement are identical to the terms of the prior 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 for two years from the date it first became effective, and will remain in effect from year-to-year thereafter if approved annually by a majority of the Board or by the holders of a majority of our outstanding voting securities and, in each case, by a majority of independent directors. On May 3, 2022, the Board approved the continuation of the Investment Advisory Agreement.
The Investment Advisory Agreement will automatically terminate within the meaning of the 1940 Act and related SEC guidance and interpretations in the event of its assignment. In accordance with the 1940 Act, without payment of any penalty, the Company may terminate the Investment Advisory Agreement with the Adviser upon 60 days’ written notice. The decision to terminate the agreement may be made by a majority of the Board or the shareholders holding a majority (as defined under the 1940 Act) of the outstanding shares of the Company’s common stock or the Adviser. In addition, without payment of any penalty, the Adviser may generally terminate the Investment Advisory Agreement upon 60 days’ written notice and, in certain circumstances, the Adviser may only be able to terminate the Investment Advisory Agreement upon 120 days’ written notice.
From time to time, the Adviser may pay amounts owed by the Company to third-party providers of goods or services, including the Board, and the Company will subsequently reimburse the Adviser for such amounts paid on its behalf. Amounts payable to the Adviser are settled in the normal course of business without formal payment terms.
Under the terms of the Investment Advisory Agreement, the Company will pay the Adviser a base management fee and may also pay to it certain incentive fees. The cost of both the management fee and the incentive fee will ultimately be borne by the Company’s shareholders.
The management fee is currently payable quarterly in arrears. The management fee is payable at an annual rate of (x) 1.50% of the Company’s average gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) that is above an asset coverage ratio of 200% calculated in accordance with Sections 18 and 61 of the 1940 Act and (y) 1.00% of the Company’s average gross assets (excluding cash and cash equivalents, but including assets purchased with borrowed amounts) that is below an asset coverage ratio of 200% calculated in accordance with Section 18 and 61 of the 1940 Act, in each case, at the end of the two most recently completed calendar quarters. The management fee for any partial month or quarter, as the case may be, will be appropriately prorated and adjusted for any share issuances or repurchases during the relevant calendar months or quarters, as the case may be.
For the three and nine months ended September 30, 2022, management fees were $46.9 million and $141.2 million, respectively. For the three and nine months ended September 30, 2021, management fees were $45.6 million and $131.7 million, respectively.
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.
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For the three and nine months ended September 30, 2022, the Company incurred $31.1 million and $83.6 million, respectively, of performance based incentive fees based on net investment income. For the three and nine months ended September 30, 2021, the Company incurred $27.7 million and $74.7 million, respectively, of performance based incentive fees based on net investment income.
For the three and nine months ended September 30, 2022 and 2021, the Company did not accrue capital gains based incentive fees.
Affiliated Transactions
The Company may be prohibited under the 1940 Act from participating in certain transactions with its affiliates without prior approval of the directors who are not interested persons, and in some cases, the prior approval of the SEC. The Company, the Adviser and certain of their affiliates have been granted an order for exemptive relief (the “Order”) by the SEC for the Company to co-invest with other funds managed by the Adviser or certain affiliates in a manner consistent with the Company’s investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to such Order, the Company generally is permitted to co-invest with certain of its affiliates if a “required majority” (as defined in Section 57(o) of the 1940 Act) of the Board make certain conclusions in connection with a co-investment transaction, including that (1) the terms of the transaction, including the consideration to be paid, are reasonable and fair to the Company and its shareholders and do not involve overreaching of the Company or its shareholders on the part of any person concerned, (2) the transaction is consistent with the interests of the Company’s shareholders and is consistent with its investment objective and strategies, (3) the investment by its affiliates would not disadvantage the Company, and the Company’s participation would not be on a basis different from or less advantageous than that on which its affiliates are investing and (4) the proposed investment by the Company would not benefit the Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act. In addition, the Company has received an amendment to its Order to permit it to co-invest in its existing portfolio companies with certain affiliates that are private funds, even if such private funds did not have an investment in such existing portfolio company.
The Adviser is affiliated with Owl Rock Technology Advisors LLC (“ORTA”), Owl Rock Technology Advisors II LLC ("ORTA II"), Owl Rock Capital Private Fund Advisors LLC (“ORPFA”) and Owl Rock Diversified Advisors LLC (“ORDA” together with ORTA, ORTA II, ORPFA and the Adviser, the "Owl Rock Advisers"), which are also investment advisers. The Owl Rock Advisers are indirect affiliates of Blue Owl and comprise part of "Owl Rock," a division of Blue Owl focused on direct lending. The Owl Rock Advisers’ allocation policy seeks to ensure equitable allocation of investment opportunities over time between the Company and other funds managed by the Adviser or its affiliates. As a result of the Order, there could be significant overlap in the Company’s investment portfolio and the investment portfolio of other funds managed by the Adviser or its affiliates that could avail themselves of the Order and that have an investment objective similar to the Company's.
License Agreement
The Company has entered into a license agreement (the “License Agreement”), pursuant to which an affiliate of Blue Owl 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 controlled, affiliated companies, including ORCC SLF, Wingspire and Amergin AssetCo and in a non-controlled, affiliated company, Chapford SMA Partnership, L.P. ("Chapford SMA"). For further description of ORCC SLF, see “Note 4. Investments.”
Wingspire is an independent diversified direct lender focused on providing asset-based commercial finance loans and related senior secured loans to U.S.-based middle market borrowers. Wingspire offers a wide variety of asset-based financing solutions to businesses in an array of industries, including revolving credit facilities, machinery and equipment term loans, real estate term loans, first-in/last-out tranches, cash flow term loans, and opportunistic / bridge financings. Wingspire conducts its business through an indirectly owned subsidiary, Wingspire Capital LLC. The Company committed $50 million to Wingspire on September 24, 2019, and subsequently increased its commitment to $100 million on March 25, 2020, to $150 million on July 31, 2020, to $200 million on March 8, 2021, to $250 million on August 19, 2021, to $350 million on February 28, 2022 and again to $400 million on May 21, 2022. The Company does not consolidate its equity interest in Wingspire.
Amergin was created to invest in a leasing platform focused on railcar and aviation assets. Amergin consists
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Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. The Company made a $90.0 million equity commitment to Amergin AssetCo on July 1, 2022. The Company’s investment in Amergin is a co-investment made with the Company’s affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its equity interest in Amergin AssetCo.
Chapford SMA is a portfolio company created to invest in life settlement assets. On July 18, 2022, the Company made a $15.9 million equity commitment to Chapford SMA. The Company's investment in Chapford SMA is a co-investment with the Company's affiliates in accordance with the terms of the exemptive relief that the Company received from the SEC. The Company does not consolidate its interest in Chapford SMA.
Note 4. Investments
The information in the tables below is presented on an aggregate portfolio basis, without regard to whether they are non-controlled non-affiliated, non-controlled affiliated or controlled affiliated investments.
Investments at fair value and amortized cost consisted of the following as of September 30, 2022 and December 31, 2021:
September 30, 2022 | December 31, 2021 | |||||||||||||||||||||||||
($ in thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||||
First-lien senior secured debt investments | $ | 9,367,994 | $ | 9,264,249 | $ | 9,548,096 | $ | 9,539,774 | ||||||||||||||||||
Second-lien senior secured debt investments | 1,930,111 | 1,846,431 | 1,919,453 | 1,921,447 | ||||||||||||||||||||||
Unsecured debt investments | 277,375 | 237,375 | 197,198 | 196,485 | ||||||||||||||||||||||
Preferred equity investments | 340,145 | 329,451 | 256,630 | 260,869 | ||||||||||||||||||||||
Common equity investments(1) | 671,145 | 844,502 | 477,462 | 576,004 | ||||||||||||||||||||||
Investment funds and vehicles(2) | 345,089 | 313,910 | 249,714 | 247,061 | ||||||||||||||||||||||
Total Investments | $ | 12,931,859 | $ | 12,835,918 | $ | 12,648,553 | $ | 12,741,640 |
_______________
(1)Includes equity investment in Wingspire, Amergin, and Chapford SMA.
(2)Includes equity investment in ORCC SLF. See below, within Note 4, for more information regarding ORCC SLF.
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The industry composition of investments based on fair value as of September 30, 2022 and December 31, 2021 was as follows:
September 30, 2022 | December 31, 2021 | ||||||||||||||||
Advertising and media | 1.5 | % | 0.9 | % | |||||||||||||
Aerospace and defense | 2.8 | 2.9 | |||||||||||||||
Automotive | 1.5 | 1.5 | |||||||||||||||
Buildings and real estate | 3.7 | 5.4 | |||||||||||||||
Business services | 2.9 | 3.3 | |||||||||||||||
Chemicals | 2.3 | 2.3 | |||||||||||||||
Consumer products | 4.0 | 4.0 | |||||||||||||||
Containers and packaging | 1.3 | 1.3 | |||||||||||||||
Distribution | 4.2 | 4.4 | |||||||||||||||
Education | 1.0 | 1.0 | |||||||||||||||
Financial services(1) | 9.8 | 8.4 | |||||||||||||||
Food and beverage | 6.8 | 6.2 | |||||||||||||||
Healthcare equipment and services | 3.8 | 4.2 | |||||||||||||||
Healthcare providers and services | 4.5 | 7.1 | |||||||||||||||
Healthcare technology | 4.6 | 4.6 | |||||||||||||||
Household products | 2.2 | 1.8 | |||||||||||||||
Human resource support services | 1.5 | 1.6 | |||||||||||||||
Infrastructure and environmental services | 1.4 | 1.5 | |||||||||||||||
Insurance(3) | 8.7 | 8.8 | |||||||||||||||
Internet software and services | 12.7 | 11.3 | |||||||||||||||
Investment funds and vehicles(2) | 2.4 | 1.9 | |||||||||||||||
Leisure and entertainment | 2.2 | 2.2 | |||||||||||||||
Manufacturing | 5.8 | 5.7 | |||||||||||||||
Oil and gas | 0.9 | 0.9 | |||||||||||||||
Professional services | 3.5 | 3.0 | |||||||||||||||
Specialty retail | 2.3 | 2.0 | |||||||||||||||
Transportation | 1.7 | 1.8 | |||||||||||||||
Total | 100.0 | % | 100.0 | % |
_______________
(1)Includes equity investment in Wingspire and Amergin.
(2)Includes equity investment in ORCC SLF. See below, within Note 4, for more information regarding ORCC SLF.
(3)Includes equity investment in Chapford SMA.
The geographic composition of investments based on fair value as of September 30, 2022 and December 31, 2021 was as follows:
September 30, 2022 | December 31, 2021 | ||||||||||||||||
United States: | |||||||||||||||||
Midwest | 18.5 | % | 17.0 | % | |||||||||||||
Northeast | 19.8 | 19.7 | |||||||||||||||
South | 34.6 | 38.2 | |||||||||||||||
West | 20.2 | 18.6 | |||||||||||||||
International | 6.9 | 6.5 | |||||||||||||||
Total | 100.0 | % | 100.0 | % |
ORCC Senior Loan Fund (fka Sebago Lake LLC)
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC), 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.
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Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
ORCC SLF’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. Through June 30, 2021, both the Company and Regents (the “Initial Members”) had a 50% economic ownership in ORCC SLF. Each of the Initial Members initially agreed to contribute up to $100 million to ORCC SLF. On July 26, 2018, each of the Initial Members increased their contribution to ORCC SLF up to an aggregate of $125 million. Effective as of June 30, 2021, capital commitments to ORCC SLF were increased to an aggregate of $371.5 million. In connection with this change, the Company increased its economic ownership interest to 87.5% from 50.0% and Regents transferred its remaining economic interest of 12.5% to Nationwide Life Insurance Company (“Nationwide” and together with the Company, the “Members” and each a “Member”). On July 26, 2022, the Members increased their capital commitments in ORCC SLF to an aggregate of $571.5 million. The Company increased its contribution pro rata from $325.1 million to $500.1 million. Nationwide increased its contribution pro rata from $46.4 million to $71.4 million. The Company’s economic ownership interest remains 87.5%, and Nationwide’s economic ownership interest remains 12.5%. ORCC SLF is managed by the Members, each of which have equal voting rights. Investment decisions must be approved by each of the Members. Except under certain circumstances, contributions to ORCC SLF cannot be redeemed.
The Company has determined that ORCC SLF is an investment company under ASC 946; however, in accordance with such guidance, the Company will generally not consolidate its investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to the Company. Other than for purposes of the 1940 Act, the Company does not believe that it has control over this portfolio company. Accordingly, the Company does not consolidate its non-controlling interest in ORCC SLF.
As of September 30, 2022 and December 31, 2021, ORCC SLF had total investments in senior secured debt at fair value of $981.8 million and $790.3 million, respectively. The determination of fair value is in accordance with ASC 820; however, such fair value is not included in the Board’s valuation process described herein. The following table is a summary of ORCC SLF’s portfolio as well as a listing of the portfolio investments in ORCC SLF’s portfolio as of September 30, 2022 and December 31, 2021:
($ in thousands) | September 30, 2022 | December 31, 2021 | ||||||||||||
Total senior secured debt investments(1) | $ | 1,030,851 | $ | 798,420 | ||||||||||
Weighted average spread over base rate(1) | 4.12 | % | 4.14 | % | ||||||||||
Number of portfolio companies | 54 | 38 | ||||||||||||
Largest funded investment to a single borrower(1) | 40,377 | 40,693 |
_______________
(1)At par.
ORCC Senior Loan Fund's Portfolio as of September 30, 2022 ($ 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 + | 6.00% | 1/21/2025 | $ | 34,200 | $ | 34,028 | $ | 33,404 | 9.3 | % | |||||||||||||||||||||||||||||||||||
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(7)(13) | First lien senior secured revolving loan | L + | 5.50% | 1/21/2025 | 3,000 | 2,995 | 2,929 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
Bleriot US Bidco Inc.(7)(9) | First lien senior secured loan | L + | 4.00% | 10/30/2026 | 25,433 | 25,341 | 24,541 | 6.8 | % | ||||||||||||||||||||||||||||||||||||||
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6) | First lien senior secured loan | L + | 3.50% | 4/6/2026 | 38,800 | 38,697 | 37,250 | 10.4 | % | ||||||||||||||||||||||||||||||||||||||
101,433 | 101,061 | 98,124 | 27.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Automotive | |||||||||||||||||||||||||||||||||||||||||||||||
Holley, Inc.(7)(9) | First lien senior secured loan | L + | 3.75% | 11/17/2028 | 23,255 | 23,109 | 21,090 | 5.9 | % | ||||||||||||||||||||||||||||||||||||||
Mavis Tire Express Services Topco Corp. (9)(14) | First lien senior secured loan | S + | 4.00% | 5/4/2028 | 2,933 | 2,912 | 2,744 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
PAI Holdco, Inc.(7) | First lien senior secured loan | L + | 3.75% | 10/28/2027 | 9,912 | 9,787 | 9,375 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
36,100 | 35,808 | 33,209 | 9.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Buildings and Real estate | |||||||||||||||||||||||||||||||||||||||||||||||
CoreLogic Inc. (6)(9) | First lien senior secured loan | L + | 3.50% | 6/2/2028 | 12,389 | 11,544 | 9,260 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
Wrench Group, LLC.(7) | First lien senior secured loan | L + | 4.00% | 4/30/2026 | 32,092 | 31,973 | 32,012 | 8.9 | % | ||||||||||||||||||||||||||||||||||||||
44,481 | 43,517 | 41,272 | 11.5 | % |
58
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
ORCC Senior Loan Fund's Portfolio as of September 30, 2022 ($ in thousands) (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||
Company(1)(2)(4)(5) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(3) | Fair Value | Percentage of Members' Equity | ||||||||||||||||||||||||||||||||||||||||
Business Services | |||||||||||||||||||||||||||||||||||||||||||||||
Capstone Acquisition Holdings, Inc. (6) | First lien senior secured loan | L + | 4.75% | 11/12/2027 | 4,966 | 4,927 | 4,954 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||
Capstone Acquisition Holdings, Inc. (6)(10)(12) | First lien senior secured delayed draw term loan | L + | 4.75% | 5/12/2022 | 334 | 332 | 334 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
CoolSys, Inc.(6) | First lien senior secured loan | L + | 4.75% | 8/11/2028 | 13,932 | 13,813 | 11,738 | 3.3 | % | ||||||||||||||||||||||||||||||||||||||
CoolSys, Inc.(10)(11)(12)(13) | First lien senior secured delayed draw term loan | L + | 4.75% | 8/11/2023 | — | (20) | (382) | (0.1) | % | ||||||||||||||||||||||||||||||||||||||
ConnectWise, LLC(7)(9) | First lien senior secured loan | L + | 3.50% | 9/29/2028 | 16,873 | 16,799 | 15,734 | 4.4 | % | ||||||||||||||||||||||||||||||||||||||
LABL, Inc.(6) | First lien senior secured loan | L + | 5.00% | 10/29/2028 | 7,940 | 7,836 | 7,739 | 2.2 | % | ||||||||||||||||||||||||||||||||||||||
Packers Holdings, LLC(6)(9) | First lien senior secured loan | L + | 3.25% | 3/9/2028 | 21,119 | 20,715 | 19,336 | 5.4 | % | ||||||||||||||||||||||||||||||||||||||
65,164 | 64,402 | 59,453 | 16.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Chemicals | |||||||||||||||||||||||||||||||||||||||||||||||
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6) | First lien senior secured loan | L + | 4.00% | 11/24/2027 | 15,915 | 15,550 | 14,622 | 4.1 | % | ||||||||||||||||||||||||||||||||||||||
Consumer Products | |||||||||||||||||||||||||||||||||||||||||||||||
Olaplex, Inc.(14) | First lien senior secured loan | S + | 3.75% | 2/23/2029 | 14,925 | 14,890 | 14,738 | 4.1 | % | ||||||||||||||||||||||||||||||||||||||
Containers and Packaging | |||||||||||||||||||||||||||||||||||||||||||||||
BW Holding, Inc.(15) | First lien senior secured loan | S + | 4.00% | 12/14/2028 | 12,227 | 11,994 | 12,013 | 3.3 | % | ||||||||||||||||||||||||||||||||||||||
Five Star Lower Holding LLC (15) | First lien senior secured loan | S + | 4.25% | 5/5/2029 | 21,875 | 21,585 | 20,891 | 5.8 | % | ||||||||||||||||||||||||||||||||||||||
Ring Container Technologies Group, LLC (dba Ring Container Technologies)(6)(9) | First lien senior secured loan | L + | 3.75% | 8/12/2028 | 24,813 | 24,759 | 23,862 | 6.7 | % | ||||||||||||||||||||||||||||||||||||||
Valcour Packaging, LLC (6) | First lien senior secured loan | L + | 3.75% | 10/4/2028 | 6,965 | 6,944 | 6,948 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
65,880 | 65,282 | 63,714 | 17.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Distribution | |||||||||||||||||||||||||||||||||||||||||||||||
BCPE Empire Holdings, Inc. (dba Imperial-Dade) (14) | First lien senior secured loan | S + | 4.63% | 6/11/2026 | 24,875 | 24,057 | 24,253 | 6.8 | % | ||||||||||||||||||||||||||||||||||||||
Dealer Tire, LLC(6)(9) | First lien senior secured loan | L + | 4.25% | 12/12/2025 | 35,982 | 35,862 | 34,950 | 9.7 | % | ||||||||||||||||||||||||||||||||||||||
SRS Distribution, Inc.(7)(9) | First lien senior secured loan | L + | 3.50% | 6/2/2028 | 9,900 | 9,838 | 9,116 | 2.5 | % | ||||||||||||||||||||||||||||||||||||||
70,757 | 69,757 | 68,319 | 19.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Education | |||||||||||||||||||||||||||||||||||||||||||||||
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7) | First lien senior secured loan | L + | 4.25% | 7/30/2025 | 33,600 | 33,554 | 33,351 | 9.3 | % | ||||||||||||||||||||||||||||||||||||||
Sophia, L.P. (14) | First lien senior secured loan | S + | 4.00% | 10/7/2027 | 19,950 | 19,765 | 19,900 | 5.6 | % | ||||||||||||||||||||||||||||||||||||||
53,550 | 53,319 | 53,251 | 14.9 | % | |||||||||||||||||||||||||||||||||||||||||||
Food and beverage | |||||||||||||||||||||||||||||||||||||||||||||||
Balrog Acquisition, Inc. (dba Bakemark)(7) | First lien senior secured loan | L + | 4.00% | 9/4/2028 | 24,813 | 24,588 | 23,758 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||
Dessert Holdings(7) | First lien senior secured loan | L + | 4.00% | 7/10/2028 | 21,993 | 21,859 | 20,344 | 5.7 | % | ||||||||||||||||||||||||||||||||||||||
Dessert Holdings(10)(11)(12) | First lien senior secured delayed draw term loan | L + | 4.00% | 6/9/2023 | — | — | (256) | (0.1) | % | ||||||||||||||||||||||||||||||||||||||
Naked Juice LLC (dba Tropicana)(9)(15) | First lien senior secured loan | S + | 3.25% | 1/24/2029 | 1,995 | 1,990 | 1,825 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Eagle Parent Corp.(9)(15) | First lien senior secured loan | S + | 4.25% | 6/8/2028 | 7,463 | 7,287 | 7,245 | 2.0 | % |
59
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
ORCC Senior Loan Fund's Portfolio as of September 30, 2022 ($ in thousands) (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||
Company(1)(2)(4)(5) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(3) | Fair Value | Percentage of Members' Equity | ||||||||||||||||||||||||||||||||||||||||
Sovos Brands Intermediate, Inc.(6)(9) | First lien senior secured loan | S + | 3.50% | 6/8/2028 | 20,724 | 20,681 | 19,688 | 5.5 | % | ||||||||||||||||||||||||||||||||||||||
76,988 | 76,405 | 72,604 | 20.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare equipment and services | |||||||||||||||||||||||||||||||||||||||||||||||
Cadence, Inc.(6) | First lien senior secured loan | L + | 5.00% | 5/21/2025 | 26,507 | 26,229 | 25,646 | 7.1 | % | ||||||||||||||||||||||||||||||||||||||
Cadence, Inc.(6)(10)(13) | First lien senior secured revolving loan | L + | 5.00% | 5/21/2024 | 4,257 | 4,222 | 4,018 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Confluent Medical Technologies, Inc.(15) | First lien senior secured loan | S + | 3.75% | 2/16/2029 | 4,975 | 4,952 | 4,900 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||
Packaging Coordinators Midco, Inc.(7)(9) | First lien senior secured loan | L + | 3.75% | 11/30/2027 | 4,950 | 4,939 | 4,694 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Medline Intermediate, LP(6) | First lien senior secured loan | L + | 3.25% | 10/23/2028 | 24,875 | 24,769 | 22,830 | 6.4 | % | ||||||||||||||||||||||||||||||||||||||
65,564 | — | 65,111 | — | 62,088 | — | 17.3 | % | ||||||||||||||||||||||||||||||||||||||||
Healthcare providers and services | |||||||||||||||||||||||||||||||||||||||||||||||
Confluent Health, LLC(6) | First lien senior secured loan | L + | 4.00% | 11/30/2028 | 20,472 | 20,381 | 20,063 | 5.6 | % | ||||||||||||||||||||||||||||||||||||||
Confluent Health, LLC(6)(10)(12)(13) | First lien senior secured delayed draw term loan | L + | 4.00% | 11/30/2023 | 1,195 | 1,175 | 867 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Corgi Bidco, Inc.(15) | First lien senior secured loan | S + | 5.00% | 9/20/2029 | 15,000 | 14,101 | 14,100 | 3.9 | % | ||||||||||||||||||||||||||||||||||||||
Phoenix Newco, Inc. (dba Parexel)(6)(9) | First lien senior secured loan | L + | 3.25% | 11/15/2028 | 27,363 | 27,241 | 26,063 | 7.3 | % | ||||||||||||||||||||||||||||||||||||||
Physician Partners, LLC(14) | First lien senior secured loan | S + | 4.00% | 12/23/2028 | 9,950 | 9,858 | 9,328 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
73,980 | 72,756 | 70,421 | 19.6 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare technology | |||||||||||||||||||||||||||||||||||||||||||||||
Athenahealth, Inc.(9)(14) | First lien senior secured loan | S + | 3.50% | 2/15/2029 | 17,059 | 16,980 | 15,250 | 4.3 | % | ||||||||||||||||||||||||||||||||||||||
Athenahealth, Inc.(9)(10)(11)(12)(13) | First lien senior secured delayed draw term loan | S + | 3.50% | 8/15/2023 | — | — | (293) | (0.1) | % | ||||||||||||||||||||||||||||||||||||||
Imprivata, Inc.(14) | First lien senior secured loan | S + | 4.25% | 12/1/2027 | 19,950 | 19,354 | 19,246 | 5.4 | % | ||||||||||||||||||||||||||||||||||||||
PointClickCare Technologies Inc.(15) | First lien senior secured loan | S + | 4.00% | 12/29/2027 | 9,950 | 9,813 | 9,776 | 2.7 | % | ||||||||||||||||||||||||||||||||||||||
46,959 | — | 46,147 | — | 43,979 | — | 12.3 | % | ||||||||||||||||||||||||||||||||||||||||
Infrastructure and environmental services | |||||||||||||||||||||||||||||||||||||||||||||||
CHA Holding, Inc.(7) | First lien senior secured loan | L + | 4.50% | 4/10/2025 | 40,377 | 40,203 | 39,516 | 11.0 | % | ||||||||||||||||||||||||||||||||||||||
Insurance | |||||||||||||||||||||||||||||||||||||||||||||||
Integro Parent Inc.(15) | First lien senior secured loan | S + | 6.25% | 10/31/2022 | 3,460 | 3,460 | 3,443 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
Integro Parent Inc.(10)(13)(15) | 2022 10Th Amend Revolver | S + | 4.50% | 10/31/2022 | 698 | 698 | 694 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
4,158 | 4,158 | 4,137 | 1.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Internet software and services | |||||||||||||||||||||||||||||||||||||||||||||||
CDK Global, Inc.(9)(15) | First lien senior secured loan | S + | 4.50% | 7/6/2029 | 25,000 | 24,271 | 24,038 | 6.7 | % | ||||||||||||||||||||||||||||||||||||||
DCert Buyer, Inc. (dba DigiCert)(9)(15) | First lien senior secured loan | S + | 4.00% | 10/16/2026 | 22,049 | 21,977 | 20,984 | 5.8 | % | ||||||||||||||||||||||||||||||||||||||
Help/Systems Holdings, Inc.(9)(14) | First lien senior secured loan | S + | 4.00% | 11/19/2026 | 14,885 | 14,811 | 13,635 | 3.8 | % | ||||||||||||||||||||||||||||||||||||||
Barracuda Parent, LLC(14) | First lien senior secured loan | S + | 4.50% | 8/15/2029 | 25,000 | 24,260 | 23,455 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||
86,934 | 85,319 | 82,112 | 22.9 | % | |||||||||||||||||||||||||||||||||||||||||||
Manufacturing | |||||||||||||||||||||||||||||||||||||||||||||||
Engineered Machinery Holdings (dba Duravant)(7)(9) | First lien senior secured loan | L + | 3.75% | 5/19/2028 | 34,738 | 34,589 | 33,348 | 9.3 | % |
60
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
ORCC Senior Loan Fund's Portfolio as of September 30, 2022 ($ in thousands) (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||
Company(1)(2)(4)(5) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(3) | Fair Value | Percentage of Members' Equity | ||||||||||||||||||||||||||||||||||||||||
Pro Mach Group, Inc.(6)(9) | First lien senior secured loan | L + | 4.00% | 8/31/2023 | 24,819 | 24,710 | 23,618 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||
Pro Mach Group, Inc.(9) | First lien senior secured delayed draw term loan | L + | 4.00% | 8/31/2023 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
Gloves Buyer, Inc. (dba Protective Industrial Products)(6) | First lien senior secured loan | L + | 4.00% | 12/29/2027 | 14,893 | 14,719 | 14,745 | 4.1 | % | ||||||||||||||||||||||||||||||||||||||
74,450 | 74,018 | 71,711 | 20.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Professional Services | |||||||||||||||||||||||||||||||||||||||||||||||
Apex Group Treasury, LLC(7) | First lien senior secured loan | L + | 3.75% | 7/27/2028 | 32,767 | 32,663 | 31,293 | 8.7 | % | ||||||||||||||||||||||||||||||||||||||
Sovos Compliance, LLC(6)(9) | First lien senior secured loan | L + | 4.50% | 8/11/2028 | 25,104 | 24,965 | 23,887 | 6.7 | % | ||||||||||||||||||||||||||||||||||||||
Sovos Compliance, LLC(6)(9)(12) | First lien senior secured delayed draw term loan | L + | 4.50% | 8/12/2023 | 478 | 468 | 455 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
58,349 | 58,096 | 55,635 | 15.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Telecommunications | |||||||||||||||||||||||||||||||||||||||||||||||
ETC Group(15) | First lien senior secured loan | S + | 6.00% | 8/3/2029 | 5,000 | 4,600 | 4,738 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Park Place Technologies, LLC (9)(14) | First lien senior secured loan | S + | 5.00% | 11/10/2027 | 14,924 | 14,461 | 14,141 | 3.9 | % | ||||||||||||||||||||||||||||||||||||||
19,924 | 19,061 | 18,879 | 5.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Transportation | |||||||||||||||||||||||||||||||||||||||||||||||
Safe Fleet Holdings(14) | First lien senior secured loan | S + | 3.75% | 7/18/2029 | 14,963 | 14,524 | 14,065 | 3.9 | % | ||||||||||||||||||||||||||||||||||||||
Total Debt Investments | $ | 1,030,851 | $ | 1,019,384 | $ | 981,849 | 273.7 | % | |||||||||||||||||||||||||||||||||||||||
Total Investments | $ | 1,030,851 | $ | 1,019,384 | $ | 981,849 | 273.7 | % |
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, ORCC SLF’s investments are pledged as collateral supporting the amounts outstanding under ORCC SLF’s credit facility.
(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premiums or discounts, as applicable, on debt investments using the effective interest method.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which can include one-, two-, three- or six-month LIBOR) 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 September 30, 2022 was 3.14%.
(7)The interest rate on these loans is subject to 3 month LIBOR, which as of September 30, 2022 was 3.75%.
(8)The interest rate on these loans is subject to 6 month LIBOR, which as of September 30, 2022 was 4.23%.
(9)Level 2 investment.
(10)Position or portion thereof is an unfunded loan commitment.
(11)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(12)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(13)Investment is not pledged as collateral under ORCC SLF’s credit facility.
(14)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2022 was 3.04%.
(15)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2022 was 3.59%.
61
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
ORCC Senior Loan Fund's Portfolio as of December 31, 2021 ($ 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)(8) | First lien senior secured loan | L + | 5.50% | 12/21/2023 | $ | 34,470,000 | $ | 34,219,000 | $ | 33,961,000 | 12.0 | % | |||||||||||||||||||||||||||||||||||
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(8)(14) | First lien senior secured revolving loan | L + | 5.50% | 12/21/2022 | 3,000,000 | 2,989,000 | 2,956,000 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
Bleriot US Bidco Inc.(8)(10) | First lien senior secured loan | L + | 4.00% | 10/30/2026 | 24,627,000 | 24,522,000 | 24,585,000 | 8.7 | % | ||||||||||||||||||||||||||||||||||||||
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(8) | First lien senior secured loan | L + | 3.50% | 4/6/2026 | 39,100,000 | 38,976,000 | 36,796,000 | 13.0 | % | ||||||||||||||||||||||||||||||||||||||
101,197,000 | 100,706,000 | 98,298,000 | 34.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Automotive | |||||||||||||||||||||||||||||||||||||||||||||||
Holley, Inc.(8)(10) | First lien senior secured loan | L + | 3.75% | 11/17/2028 | 17,100,000 | 17,016,000 | 17,032,000 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||
Holley, Inc.(8)(10)(11)(13) | First lien senior secured delayed draw term loan | L + | 3.75% | 5/18/2022 | 855,000 | 855,000 | 844,000 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
PAI Holdco, Inc.(8)(10)(14) | First lien senior secured loan | L + | 3.75% | 10/28/2027 | 4,987,000 | 4,975,000 | 4,975,000 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
22,942,000 | 22,846,000 | 22,851,000 | 8.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Buildings and Real estate | |||||||||||||||||||||||||||||||||||||||||||||||
Wrench Group, LLC.(8) | First lien senior secured loan | L + | 4.00% | 4/30/2026 | 32,341,000 | 32,198,000 | 32,179,000 | 11.4 | % | ||||||||||||||||||||||||||||||||||||||
Business Services | |||||||||||||||||||||||||||||||||||||||||||||||
CoolSys, Inc.(8) | First lien senior secured loan | L + | 4.75% | 8/11/2028 | 16,955,000 | 16,793,000 | 16,785,000 | 5.9 | % | ||||||||||||||||||||||||||||||||||||||
CoolSys, Inc.(11)(12)(13)(14) | First lien senior secured delayed draw term loan | L + | 4.75% | 8/11/2023 | — | (29,000) | (30,000) | — | % | ||||||||||||||||||||||||||||||||||||||
ConnectWise, LLC(8) | First lien senior secured loan | L + | 3.50% | 9/29/2028 | 17,000,000 | 16,918,000 | 16,879,000 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||
LABL, Inc.(8) | First lien senior secured loan | L + | 5.00% | 10/29/2028 | 8,000,000 | 7,883,000 | 7,879,000 | 2.8 | % | ||||||||||||||||||||||||||||||||||||||
Packers Holdings, LLC(9)(10) | First lien senior secured loan | L + | 3.25% | 3/9/2028 | 9,951,000 | 9,808,000 | 9,879,000 | 3.5 | % | ||||||||||||||||||||||||||||||||||||||
Vistage International, Inc.(8) | First lien senior secured loan | L + | 4.00% | 2/10/2025 | 29,922,000 | 29,807,000 | 29,919,000 | 10.6 | % | ||||||||||||||||||||||||||||||||||||||
81,828,000 | 81,180,000 | 81,311,000 | 28.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Chemicals | |||||||||||||||||||||||||||||||||||||||||||||||
Aruba Investments Holdings LLC (dba Angus Chemical Company)(9)(14) | First lien senior secured loan | L + | 4.00% | 11/24/2027 | 998,000 | 998,000 | 998,000 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
998,000 | 998,000 | 998,000 | 0.4 | % | |||||||||||||||||||||||||||||||||||||||||||
Containers and Packaging | |||||||||||||||||||||||||||||||||||||||||||||||
BW Holding, Inc.(8)(14) | First lien senior secured loan | L + | 4.00% | 12/14/2028 | 3,954,000 | 3,914,000 | 3,914,000 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||
BW Holding, Inc.(11)(12)(13)(14) | First lien senior secured delayed draw term loan | L + | 4.00% | 12/17/2023 | — | (5,000) | (5,000) | — | % | ||||||||||||||||||||||||||||||||||||||
Ring Container Technologies Group, LLC (dba Ring Container Technologies)(6)(10) | First lien senior secured loan | L + | 3.75% | 8/12/2028 | 25,000,000 | 24,940,000 | 25,025,000 | 8.9 | % | ||||||||||||||||||||||||||||||||||||||
Valcour Packaging, LLC(7) | First lien senior secured loan | L + | 3.75% | 10/4/2028 | 7,000,000 | 6,976,000 | 6,965,000 | 2.5 | % | ||||||||||||||||||||||||||||||||||||||
35,954,000 | 35,825,000 | 35,899,000 | 12.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Distribution | |||||||||||||||||||||||||||||||||||||||||||||||
Dealer Tire, LLC(6)(10) | First lien senior secured loan | L + | 4.25% | 12/12/2025 | 36,260,000 | 36,114,000 | 36,206,000 | 12.8 | % | ||||||||||||||||||||||||||||||||||||||
SRS Distribution, Inc.(9)(10) | First lien senior secured loan | L + | 3.75% | 6/2/2028 | 9,975,000 | 9,906,000 | 9,943,000 | 3.5 | % | ||||||||||||||||||||||||||||||||||||||
46,235,000 | 46,020,000 | 46,149,000 | 16.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Education | |||||||||||||||||||||||||||||||||||||||||||||||
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(8) | First lien senior secured loan | L + | 4.25% | 7/30/2025 | 33,862,000 | 33,805,000 | 33,003,000 | 11.7 | % | ||||||||||||||||||||||||||||||||||||||
33,862,000 | 33,805,000 | 33,003,000 | 11.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Food and beverage |
62
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
ORCC Senior Loan Fund's Portfolio as of December 31, 2021 ($ in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Company(1)(2)(4)(5) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(3) | Fair Value | Percentage of Members' Equity | ||||||||||||||||||||||||||||||||||||||||
Balrog Acquisition, Inc. (dba Bakemark)(9) | First lien senior secured loan | L + | 4.00% | 9/5/2028 | 25,000,000 | 24,749,000 | 24,938,000 | 8.8 | % | ||||||||||||||||||||||||||||||||||||||
Dessert Holdings(8) | First lien senior secured loan | L + | 4.00% | 6/9/2028 | 20,160,000 | 20,019,000 | 20,001,000 | 7.1 | % | ||||||||||||||||||||||||||||||||||||||
Dessert Holdings(11)(12)(13) | First lien senior secured delayed draw term loan | L + | 4.00% | 6/9/2023 | — | — | (2,000) | — | % | ||||||||||||||||||||||||||||||||||||||
Sovos Brands Intermediate, Inc.(8)(10) | First lien senior secured loan | L + | 3.75% | 6/8/2028 | 20,724,000 | 20,676,000 | 20,693,000 | 7.3 | % | ||||||||||||||||||||||||||||||||||||||
65,884,000 | 65,444,000 | 65,630,000 | 23.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare equipment and services | |||||||||||||||||||||||||||||||||||||||||||||||
Cadence, Inc.(6) | First lien senior secured loan | L + | 5.00% | 5/21/2025 | 26,714,000 | 26,363,000 | 26,195,000 | 9.3 | % | ||||||||||||||||||||||||||||||||||||||
Cadence, Inc.(6)(11)(14) | First lien senior secured revolving loan | L + | 5.00% | 5/21/2024 | 2,055,000 | 2,004,000 | 1,912,000 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Medline Borrower, LP(6)(10) | First lien senior secured loan | L + | 3.25% | 10/23/2028 | 25,000,000 | 24,882,000 | 24,990,000 | 8.9 | % | ||||||||||||||||||||||||||||||||||||||
Packaging Coordinators Midco, Inc.(8)(10)(14) | First lien senior secured loan | L + | 3.75% | 11/30/2027 | 4,987,000 | 4,975,000 | 4,983,000 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
58,756,000 | 58,224,000 | 58,080,000 | 20.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare providers and services | |||||||||||||||||||||||||||||||||||||||||||||||
Confluent Health, LLC(6) | First lien senior secured loan | L + | 4.00% | 11/30/2028 | 20,575,000 | 20,473,000 | 20,472,000 | 7.3 | % | ||||||||||||||||||||||||||||||||||||||
Confluent Health, LLC(11)(12)(13)(14) | First lien senior secured delayed draw term loan | L + | 4.00% | 11/30/2023 | — | (22,000) | (22,000) | — | % | ||||||||||||||||||||||||||||||||||||||
Phoenix Newco, Inc. (dba Parexel)(6)(10)(14) | First lien senior secured loan | L + | 3.50% | 11/15/2028 | 27,500,000 | 27,363,000 | 27,489,000 | 9.7 | % | ||||||||||||||||||||||||||||||||||||||
Unified Women's Healthcare, LP(6) | First lien senior secured loan | L + | 4.25% | 12/20/2027 | 19,950,000 | 19,857,000 | 19,863,000 | 7.0 | % | ||||||||||||||||||||||||||||||||||||||
68,025,000 | 67,671,000 | 67,802,000 | 24.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare technology | |||||||||||||||||||||||||||||||||||||||||||||||
VVC Holdings Corp. (dba Athenahealth, Inc.)(8)(10) | First lien senior secured loan | L + | 4.25% | 2/11/2026 | 17,179,000 | 16,961,000 | 17,162,000 | 6.1 | % | ||||||||||||||||||||||||||||||||||||||
17,179,000 | 16,961,000 | 17,162,000 | 6.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Infrastructure and environmental services | |||||||||||||||||||||||||||||||||||||||||||||||
CHA Holding, Inc.(8) | First lien senior secured loan | L + | 4.50% | 4/10/2025 | 40,693,000 | 40,471,000 | 40,171,000 | 14.2 | % | ||||||||||||||||||||||||||||||||||||||
40,693,000 | 40,471,000 | 40,171,000 | 14.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Insurance | |||||||||||||||||||||||||||||||||||||||||||||||
AmeriLife Holdings LLC(6)(10)(14) | First lien senior secured loan | L + | 4.00% | 3/18/2027 | 7,980,000 | 7,940,000 | 7,946,000 | 2.8 | % | ||||||||||||||||||||||||||||||||||||||
Integro Parent Inc.(9) | First lien senior secured loan | L + | 5.75% | 10/31/2022 | 29,615,000 | 29,584,000 | 28,422,000 | 10.1 | % | ||||||||||||||||||||||||||||||||||||||
Integro Parent Inc.(8)(11)(14) | First lien senior secured revolving loan | L + | 4.50% | 4/30/2022 | 6,000,000 | 6,000,000 | 5,764,000 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||
43,595,000 | 43,524,000 | 42,132,000 | 14.9 | % | |||||||||||||||||||||||||||||||||||||||||||
Internet software and services | |||||||||||||||||||||||||||||||||||||||||||||||
DCert Buyer, Inc. (dba DigiCert)(6)(10) | First lien senior secured loan | L + | 4.00% | 10/16/2026 | 22,219,000 | 22,135,000 | 22,161,000 | 7.8 | % | ||||||||||||||||||||||||||||||||||||||
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(9)(14) | First lien senior secured loan | L + | 4.00% | 7/28/2028 | 25,000,000 | 24,886,000 | 24,875,000 | 8.8 | % | ||||||||||||||||||||||||||||||||||||||
47,219,000 | 47,021,000 | 47,036,000 | 16.6 | % | |||||||||||||||||||||||||||||||||||||||||||
Manufacturing | |||||||||||||||||||||||||||||||||||||||||||||||
Engineered Machinery Holdings (dba Duravant)(8)(10) | First lien senior secured loan | L + | 3.75% | 5/19/2028 | 35,000,000 | 34,834,000 | 34,864,000 | 12.3 | % | ||||||||||||||||||||||||||||||||||||||
Pro Mach Group, Inc.(8)(10) | First lien senior secured loan | L + | 4.00% | 8/31/2028 | 22,207,000 | 22,100,000 | 22,262,000 | 7.9 | % | ||||||||||||||||||||||||||||||||||||||
Pro Mach Group, Inc.(10)(11)(13)(14) | First lien senior secured delayed draw term loan | L + | 4.00% | 8/31/2023 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)(14) | First lien senior secured loan | L + | 4.00% | 12/29/2027 | 7,500,000 | 7,463,000 | 7,463,000 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
64,707,000 | 64,397,000 | 64,589,000 | 22.8 | % |
63
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
ORCC Senior Loan Fund's Portfolio as of December 31, 2021 ($ in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Company(1)(2)(4)(5) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(3) | Fair Value | Percentage of Members' Equity | ||||||||||||||||||||||||||||||||||||||||
Professional Services | |||||||||||||||||||||||||||||||||||||||||||||||
Apex Group Treasury, LLC(8) | First lien senior secured loan | L + | 3.75% | 7/27/2028 | 19,950,000 | 19,900,000 | 19,900,000 | 7.0 | % | ||||||||||||||||||||||||||||||||||||||
Sovos Compliance, LLC(6)(10) | First lien senior secured loan | L + | 4.50% | 8/11/2028 | 17,055,000 | 17,011,000 | 17,087,000 | 6.1 | % | ||||||||||||||||||||||||||||||||||||||
Sovos Compliance, LLC(10)(11)(13) | First lien senior secured delayed draw term loan | L + | 4.50% | 8/12/2023 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
37,005,000 | 36,911,000 | 36,987,000 | 13.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Total Debt Investments | 798,420,000 | 794,202,000 | 790,277,000 | 279.9 | % | ||||||||||||||||||||||||||||||||||||||||||
Total Investments | $ | 798,420,000 | $ | 794,202,000 | $ | 790,277,000 | 279.9 | % |
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, ORCC SLF’s investments are pledged as collateral supporting the amounts outstanding under ORCC SLF’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 December 31, 2021 was 0.10%.
(7)The interest rate on these loans is subject to 2 month LIBOR, which as of December 31, 2021 was 0.15%.
(8)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2021 was 0.21%.
(9)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2021 was 0.34%.
(10)Level 2 investment.
(11)Position or portion thereof is an unfunded loan commitment.
(12)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.
(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 ORCC SLF’s credit facility.
Below is selected balance sheet information for ORCC SLF as of September 30, 2022 and December 31, 2021:
($ in thousands) | September 30, 2022 (Unaudited) | December 31, 2021 | |||||||||
Assets | |||||||||||
Investments at fair value (amortized cost of $1,019,384 and $794,202, respectively) | $ | 981,849 | $ | 790,277 | |||||||
Cash | 95,706 | 60,723 | |||||||||
Interest receivable | 2,517 | 1,319 | |||||||||
Prepaid expenses and other assets | 1,290 | 111 | |||||||||
Total Assets | $ | 1,081,362 | $ | 852,430 | |||||||
Liabilities | |||||||||||
Debt (net of unamortized debt issuance costs of $6,111 and $5,368, respectively) | $ | 684,272 | $ | 469,514 | |||||||
Distributions payable | 11,775 | 4,518 | |||||||||
Payable for investments purchased | 18,700 | 91,986 | |||||||||
Accrued expenses and other liabilities | 7,861 | 4,056 | |||||||||
Total Liabilities | $ | 722,608 | $ | 570,074 | |||||||
Members' Equity | |||||||||||
Members' Equity | 358,754 | 282,356 | |||||||||
Members' Equity | 358,754 | 282,356 | |||||||||
Total Liabilities and Members' Equity | $ | 1,081,362 | $ | 852,430 |
64
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Below is selected statement of operations information for ORCC SLF for the three and nine months ended September 30, 2022 and 2021:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
($ in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Investment Income | |||||||||||||||||||||||
Interest income | $ | 19,140 | $ | 7,542 | $ | 41,884 | $ | 22,382 | |||||||||||||||
Other income | 772 | 14 | 1,993 | 209 | |||||||||||||||||||
Total Investment Income | 19,912 | 7,556 | 43,877 | 22,591 | |||||||||||||||||||
Expenses | |||||||||||||||||||||||
Interest expense | 7,419 | 2,331 | 14,965 | 7,195 | |||||||||||||||||||
Professional fees | 243 | 181 | 719 | 570 | |||||||||||||||||||
Total Expenses | 7,662 | 2,512 | 15,684 | 7,765 | |||||||||||||||||||
Net Investment Income Before Taxes | 12,250 | 5,044 | 28,193 | 14,826 | |||||||||||||||||||
Tax expense (benefit) | 436 | 201 | (184) | 588 | |||||||||||||||||||
Net Investment Income After Taxes | $ | 11,814 | $ | 4,843 | $ | 28,377 | $ | 14,238 | |||||||||||||||
Net Realized and Change in Unrealized Gain (Loss) on Investments | |||||||||||||||||||||||
Net change in unrealized gain (loss) on investments | 599 | 869 | (33,610) | 2,317 | |||||||||||||||||||
Net realized gain on investments | — | 18 | 20 | 155 | |||||||||||||||||||
Total Net Realized and Change in Unrealized Gain (Loss) on Investments | 599 | 887 | (33,590) | 2,472 | |||||||||||||||||||
Net Increase in Members' Equity Resulting from Operations | $ | 12,413 | $ | 5,730 | $ | (5,213) | $ | 16,710 |
Note 5. Fair Value of Investments
Investments
The following tables present the fair value hierarchy of investments as of September 30, 2022 and December 31, 2021:
Fair Value Hierarchy as of September 30, 2022 | ||||||||||||||||||||||||||
($ in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
First-lien senior secured debt investments | $ | — | $ | 485 | $ | 9,263,764 | $ | 9,264,249 | ||||||||||||||||||
Second-lien senior secured debt investments | — | 95,509 | 1,750,922 | 1,846,431 | ||||||||||||||||||||||
Unsecured debt investments | — | — | 237,375 | 237,375 | ||||||||||||||||||||||
Preferred equity investments | — | — | 329,451 | 329,451 | ||||||||||||||||||||||
Common equity investments(1) | 523 | — | 843,979 | 844,502 | ||||||||||||||||||||||
Subtotal | $ | 523 | $ | 95,994 | $ | 12,425,491 | $ | 12,522,008 | ||||||||||||||||||
Investments measured at NAV(2) | — | — | — | 313,910 | ||||||||||||||||||||||
Total Investments at fair value | $ | 523 | $ | 95,994 | $ | 12,425,491 | $ | 12,835,918 |
_______________
(1)Includes equity investment in Wingspire, Amergin, and Chapford SMA.
(2)Includes equity investment in ORCC SLF.
65
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Fair Value Hierarchy as of December 31, 2021 | ||||||||||||||||||||||||||
($ in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||
First-lien senior secured debt investments | $ | — | $ | — | $ | 9,539,774 | $ | 9,539,774 | ||||||||||||||||||
Second-lien senior secured debt investments | — | — | 1,921,447 | 1,921,447 | ||||||||||||||||||||||
Unsecured debt investments | — | — | 196,485 | 196,485 | ||||||||||||||||||||||
Preferred equity investments | — | — | 260,869 | 260,869 | ||||||||||||||||||||||
Common equity investments(1) | 3,873 | 515 | 571,616 | 576,004 | ||||||||||||||||||||||
Subtotal | $ | 3,873 | $ | 515 | $ | 12,490,191 | $ | 12,494,579 | ||||||||||||||||||
Investments measured at NAV(2) | — | — | — | 247,061 | ||||||||||||||||||||||
Total Investments at fair value | $ | 3,873 | $ | 515 | $ | 12,490,191 | $ | 12,741,640 |
_______________
(1)Includes equity investment in Wingspire.
(2)Includes equity investment in ORCC SLF.
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 and nine months ended September 30, 2022 and 2021:
As of and for the Three Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||||||||
($ in thousands) | First-lien senior secured debt investments | Second-lien senior secured debt investments | Unsecured debt investments | Preferred equity investments | Common equity investments | Total | ||||||||||||||||||||||||||||||||
Fair value, beginning of period | $ | 9,242,688 | $ | 1,763,979 | $ | 269,752 | $ | 296,766 | $ | 730,326 | $ | 12,303,511 | ||||||||||||||||||||||||||
Purchases of investments, net | 1,233,610 | 36,326 | — | 24,302 | 51,092 | 1,345,330 | ||||||||||||||||||||||||||||||||
Payment-in-kind | 19,822 | 1,948 | 6,224 | 3,872 | 159 | 32,025 | ||||||||||||||||||||||||||||||||
Proceeds from investments, net | (1,279,615) | (11,688) | (22,512) | — | (8,575) | (1,322,390) | ||||||||||||||||||||||||||||||||
Net change in unrealized gain (loss) | 37,819 | (7,765) | (14,343) | 4,295 | 70,977 | 90,983 | ||||||||||||||||||||||||||||||||
Net realized gains (losses) | 494 | — | (1,865) | — | — | (1,371) | ||||||||||||||||||||||||||||||||
Net amortization/accretion of premium/discount on investments | 8,946 | 811 | 119 | 216 | — | 10,092 | ||||||||||||||||||||||||||||||||
Transfers into (out of) Level 3(1) | — | (32,689) | — | — | — | (32,689) | ||||||||||||||||||||||||||||||||
Fair value, end of period | $ | 9,263,764 | $ | 1,750,922 | $ | 237,375 | $ | 329,451 | $ | 843,979 | $ | 12,425,491 |
________________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the three months ended September 30, 2022, transfers out of Level 3 from Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.
66
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
As of and for the Nine Months Ended September 30, 2022 | ||||||||||||||||||||||||||||||||||||||
($ in thousands) | First-lien senior secured debt investments | Second-lien senior secured debt investments | Unsecured debt investments | Preferred equity investments | Common equity investments | Total | ||||||||||||||||||||||||||||||||
Fair value, beginning of period | $ | 9,539,774 | $ | 1,921,447 | $ | 196,485 | $ | 260,869 | $ | 571,616 | $ | 12,490,191 | ||||||||||||||||||||||||||
Purchases of investments, net | 4,157,703 | 337,290 | 89,239 | 98,241 | 330,519 | 5,012,992 | ||||||||||||||||||||||||||||||||
Payment-in-kind | 64,774 | 7,689 | 15,002 | 13,303 | 467 | 101,235 | ||||||||||||||||||||||||||||||||
Proceeds from investments, net | (4,432,479) | (335,797) | (22,512) | (33,693) | (137,306) | (4,961,787) | ||||||||||||||||||||||||||||||||
Net change in unrealized gain (loss) | (95,391) | (80,797) | (39,286) | (14,933) | 78,683 | (151,724) | ||||||||||||||||||||||||||||||||
Net realized gains (losses) | 670 | — | (1,865) | 4,482 | — | 3,287 | ||||||||||||||||||||||||||||||||
Net amortization/accretion of premium/discount on investments | 29,227 | 2,751 | 312 | 1,182 | — | 33,472 | ||||||||||||||||||||||||||||||||
Transfers into (out of) Level 3(1) | (514) | (101,661) | — | — | — | (102,175) | ||||||||||||||||||||||||||||||||
Fair value, end of period | $ | 9,263,764 | $ | 1,750,922 | $ | 237,375 | $ | 329,451 | $ | 843,979 | $ | 12,425,491 |
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the nine months ended September 30, 2022, transfers out of Level 3 into Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.
As of and for the Three Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||||||
($ in thousands) | First-lien senior secured debt investments | Second-lien senior secured debt investments | Unsecured debt investments | Preferred equity investments | Common equity investments | Total | ||||||||||||||||||||||||||||||||
Fair value, beginning of period | $ | 9,067,137 | $ | 1,960,154 | $ | 194,928 | $ | 174,335 | $ | 331,058 | $ | 11,727,612 | ||||||||||||||||||||||||||
Purchases of investments, net | 2,509,627 | 70,480 | — | — | 140,794 | 2,720,901 | ||||||||||||||||||||||||||||||||
Payment-in-kind | 6,170 | — | 7,250 | 3,446 | 144 | 17,010 | ||||||||||||||||||||||||||||||||
Proceeds from investments, net | (2,283,113) | (278,636) | — | (1,000) | (61,551) | (2,624,300) | ||||||||||||||||||||||||||||||||
Net change in unrealized gain (loss) | (1,170) | 205 | (7,540) | 2,832 | 16,761 | 11,088 | ||||||||||||||||||||||||||||||||
Net realized gains (losses) | 1,981 | 37 | — | — | (19) | 1,999 | ||||||||||||||||||||||||||||||||
Net amortization of discount on investments | 21,421 | 3,414 | 74 | 156 | — | 25,065 | ||||||||||||||||||||||||||||||||
Transfers into (out of) Level 3(1) | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Fair value, end of period | $ | 9,322,053 | $ | 1,755,654 | $ | 194,712 | $ | 179,769 | $ | 427,187 | $ | 11,879,375 |
________________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur.
67
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
As of and for the Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||||||||
($ in thousands) | First-lien senior secured debt investments | Second-lien senior secured debt investments | Unsecured debt investments | Preferred equity investments(2) | Common equity investments(2) | Total | ||||||||||||||||||||||||||||||||
Fair value, beginning of period | $ | 8,389,486 | $ | 1,949,703 | $ | 59,562 | $ | 22,157 | $ | 230,307 | $ | 10,651,215 | ||||||||||||||||||||||||||
Purchases of investments, net | 4,118,038 | 487,457 | 130,137 | 148,832 | 291,064 | 5,175,528 | ||||||||||||||||||||||||||||||||
Payment-in-kind | 24,643 | — | 9,542 | 6,778 | 381 | 41,344 | ||||||||||||||||||||||||||||||||
Proceeds from investments, net | (3,311,548) | (705,356) | — | (1,000) | (133,551) | (4,151,455) | ||||||||||||||||||||||||||||||||
Net change in unrealized gain (loss) | 53,619 | 43,407 | (4,762) | 2,719 | 39,345 | 134,328 | ||||||||||||||||||||||||||||||||
Net realized gains (losses) | 2,538 | (30,181) | — | — | (359) | (28,002) | ||||||||||||||||||||||||||||||||
Net amortization of discount on investments | 44,430 | 10,624 | 233 | 283 | — | 55,570 | ||||||||||||||||||||||||||||||||
Transfers into (out of) Level 3(1) | 847 | — | — | — | — | 847 | ||||||||||||||||||||||||||||||||
Fair value, end of period | $ | 9,322,053 | $ | 1,755,654 | $ | 194,712 | $ | 179,769 | $ | 427,187 | $ | 11,879,375 |
_______________
(1)Transfers between levels, if any, are recognized at the beginning of the period in which the transfers occur. For the nine months ended September 30, 2021, transfers into Level 3 from Level 2 were a result of changes in the observability of significant inputs for certain portfolio companies.
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 and nine months ended September 30, 2022 and 2021:
Net change in unrealized gain (loss) for the Three Months Ended September 30, 2022 on Investments Held at September 30, 2022 | Net change in unrealized gain (loss) for the Three Months Ended September 30, 2021 on Investments Held at September 30, 2021 | |||||||||||||
First-lien senior secured debt investments | $ | 28,663 | $ | 9,803 | ||||||||||
Second-lien senior secured debt investments | (7,756) | 1,350 | ||||||||||||
Unsecured debt investments | (14,345) | (7,540) | ||||||||||||
Preferred equity investments | 4,295 | 2,832 | ||||||||||||
Common equity investments | 73,339 | 16,741 | ||||||||||||
Total Investments | $ | 84,196 | $ | 23,186 |
Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2022 on Investments Held at September 30, 2022 | Net change in unrealized gain (loss) for the Nine Months Ended September 30, 2021 on Investments Held at September 30, 2021 | |||||||||||||
First-lien senior secured debt investments | $ | (97,931) | $ | 57,778 | ||||||||||
Second-lien senior secured debt investments | (80,309) | 18,539 | ||||||||||||
Unsecured debt investments | (39,287) | (4,762) | ||||||||||||
Preferred equity investments | (14,675) | 2,719 | ||||||||||||
Common equity investments | 75,774 | 39,342 | ||||||||||||
Total Investments | $ | (156,428) | $ | 113,616 |
68
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 September 30, 2022 and December 31, 2021. The weighted average range of unobservable inputs is based on fair value of investments. The tables are not intended to be all-inclusive but instead capture the significant unobservable inputs relevant to the Company’s determination of fair value.
As of September 30, 2022 | |||||||||||||||||||||||||||||
($ in thousands) | Fair Value | Valuation Technique | Unobservable Input | (Range) Weighted Average | Impact to Valuation from an Increase in Input | ||||||||||||||||||||||||
First-lien senior secured debt investments | $ | 8,989,042 | Yield Analysis | Market Yield | (9.1% - 33.1%) 12.6% | Decrease | |||||||||||||||||||||||
215,687 | Recent Transaction | Transaction Price | (97.5% - 99.0%) 97.9% | Increase | |||||||||||||||||||||||||
59,035 | Collateral Analysis | Recovery Rate | (69.0% - 69.0%) 69.0% | Increase | |||||||||||||||||||||||||
Second-lien senior secured debt investments | $ | 1,740,416 | Yield Analysis | Market Yield | (11.8% - 23.2%) 15.5% | Decrease | |||||||||||||||||||||||
10,506 | Collateral Analysis | Recovery Rate | (16.5% - 16.5%) 16.5% | Increase | |||||||||||||||||||||||||
Unsecured debt investments | $ | 232,240 | Yield Analysis | Market Yield | (10.2% - 20.0%) 12.6% | Decrease | |||||||||||||||||||||||
5,135 | Market Approach | EBITDA Multiple | (14.0x - 14.0x) 14.0x | Increase | |||||||||||||||||||||||||
Preferred equity investments | $ | 305,431 | Yield Analysis | Market Yield | (12.0% - 16.8%) 13.8% | Decrease | |||||||||||||||||||||||
23,975 | Recent Transaction | Transaction Price | (97.0% - 97.0%) 97.0% | Increase | |||||||||||||||||||||||||
45 | Market Approach | EBITDA Multiple | (11.5x - 11.5x) 11.5x | Increase | |||||||||||||||||||||||||
Common equity investments | $ | 799,574 | Market Approach | EBITDA Multiple | (1.2x - 24.3x) 5.6x | Increase | |||||||||||||||||||||||
21,962 | Market Approach | Revenue | (1.1x - 16.6x) 12.9x | Increase | |||||||||||||||||||||||||
18,401 | Recent Transaction | Transaction Price | (95.7% - 123.5%) 103.7% | Increase | |||||||||||||||||||||||||
3,917 | Market Approach | Transaction Price | ($70.00 - $70.00) $70.00 | Increase | |||||||||||||||||||||||||
125 | Market Approach | Gross Profit | (10.0x - 10.0x) 10.0x | Increase |
69
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
As of December 31, 2021 | ||||||||||||||||||||||||||||||||
($ in thousands) | Fair Value | Valuation Technique | Unobservable Input | Range (Weighted Average) | Impact to Valuation from an Increase in Input | |||||||||||||||||||||||||||
First-lien senior secured debt investments | $ | 8,670,821 | Yield Analysis | Market Yield | (5.3% - 20.0%) 8.7% | Decrease | ||||||||||||||||||||||||||
868,953 | Recent Transaction | Transaction Price | (90.5% - 99.4%) 97.4% | Increase | ||||||||||||||||||||||||||||
Second-lien senior secured debt investments(1) | $ | 1,459,187 | Yield Analysis | Market Yield | (7.8% - 15.0%) 9.6% | Decrease | ||||||||||||||||||||||||||
395,865 | Recent Transaction | Transaction Price | (98.0% - 99.0%) 98.6% | Increase | ||||||||||||||||||||||||||||
15,919 | Collateral Analysis | Recovery Rate | (25.0% - 25.0%) 25.0% | Increase | ||||||||||||||||||||||||||||
Unsecured debt investments(2) | $ | 179,730 | Yield Analysis | Market Yield | (7.2% - 9.4%) 8.8% | Decrease | ||||||||||||||||||||||||||
5,135 | Market Approach | EBITDA Multiple | (14.8x - 14.8x) 14.8x | Increase | ||||||||||||||||||||||||||||
Preferred equity investments | $ | 181,394 | Yield Analysis | Market Yield | (11.4% - 14.6%) 11.9% | Decrease | ||||||||||||||||||||||||||
75,863 | Recent Transaction | Transaction Price | (97.3% - 100.0%) 98.1% | Increase | ||||||||||||||||||||||||||||
3,612 | Market Approach | EBITDA Multiple | (9.3x - 9.3x) 9.3x | Increase | ||||||||||||||||||||||||||||
Common equity investments | $ | 488,629 | Market Approach | EBITDA Multiple | (1.2x - 24.0x) 5.0x | Increase | ||||||||||||||||||||||||||
79,900 | Recent Transaction | Transaction Price | (100.0% - 100.0%) 100.0% | Increase | ||||||||||||||||||||||||||||
2,334 | Market Approach | Transaction Price | ($560.00 - $560.00) $560.00 | Increase | ||||||||||||||||||||||||||||
753 | Market Approach | Gross Profit Multiple | (27.0x - 27.0x) 27.0x | Increase |
_______________
(1)Excludes investments with an aggregate fair value amounting to $50.5 million, which the Company valued using indicative bid prices obtained from brokers.
(2)Excludes investments with an aggregate fair value amounting to $11.6 million, which the Company valued using indicative bid prices obtained from brokers.
The Company typically determines the fair value of its performing Level 3 debt investments utilizing a yield analysis. In a yield analysis, a price is ascribed for each investment based upon an assessment of current and expected market yields for similar investments and risk profiles. Additional consideration is given to the expected life, portfolio company performance since close, and other terms and risks associated with an investment. Among other factors, a determinant of risk is the amount of leverage used by the portfolio company relative to its total enterprise value, and the rights and remedies of the Company’s investment within the portfolio company’s capital structure.
Significant unobservable quantitative inputs typically used in the fair value measurement of the Company’s Level 3 debt investments primarily include current market yields, including relevant market indices, but may also include quotes from brokers, dealers, and pricing services as indicated by comparable investments. For the Company’s Level 3 equity investments, a market approach, based on comparable publicly-traded company and comparable market transaction multiples of revenues, earnings before income taxes, depreciation and amortization (“EBITDA”) or some combination thereof and comparable market transactions typically would be used.
70
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Debt Not Carried at Fair Value
Fair value is estimated by discounting remaining payments using applicable current market rates, which take into account changes in the Company’s marketplace credit ratings, or market quotes, if available. The following table presents the carrying and fair values of the Company’s debt obligations as of September 30, 2022 and December 31, 2021.
September 30, 2022 | December 31, 2021 | |||||||||||||||||||||||||
($ in thousands) | Net Carrying Value(1) | Fair Value | Net Carrying Value(2) | Fair Value | ||||||||||||||||||||||
Revolving Credit Facility | $ | 391,769 | $ | 391,769 | $ | 879,943 | $ | 879,943 | ||||||||||||||||||
SPV Asset Facility II | 245,107 | 245,107 | 95,668 | 95,668 | ||||||||||||||||||||||
SPV Asset Facility III | 249,208 | 249,208 | 188,979 | 188,979 | ||||||||||||||||||||||
SPV Asset Facility IV | 73,863 | 73,863 | 152,727 | 152,727 | ||||||||||||||||||||||
CLO I | 387,253 | 387,253 | 386,989 | 386,989 | ||||||||||||||||||||||
CLO II | 257,127 | 257,127 | 256,942 | 256,942 | ||||||||||||||||||||||
CLO III | 258,098 | 258,098 | 257,937 | 257,937 | ||||||||||||||||||||||
CLO IV | 287,674 | 287,674 | 287,342 | 287,342 | ||||||||||||||||||||||
CLO V | 506,965 | 506,965 | 194,167 | 194,167 | ||||||||||||||||||||||
CLO VI | 258,246 | 258,246 | 258,093 | 258,093 | ||||||||||||||||||||||
CLO VII | 237,266 | 237,266 | — | — | ||||||||||||||||||||||
2024 Notes | 384,328 | 396,000 | 406,481 | 427,000 | ||||||||||||||||||||||
2025 Notes | 420,841 | 398,438 | 419,674 | 443,063 | ||||||||||||||||||||||
July 2025 Notes | 494,912 | 458,750 | 493,637 | 518,750 | ||||||||||||||||||||||
2026 Notes | 492,635 | 455,000 | 491,085 | 526,250 | ||||||||||||||||||||||
July 2026 Notes | 981,868 | 860,000 | 978,537 | 1,017,500 | ||||||||||||||||||||||
2027 Notes | 433,638 | 401,250 | 497,537 | 488,750 | ||||||||||||||||||||||
2028 Notes | 835,356 | 648,125 | 833,588 | 837,250 | ||||||||||||||||||||||
Total Debt | $ | 7,196,154 | $ | 6,770,139 | $ | 7,079,326 | $ | 7,217,350 |
_______________
(1)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $15.1 million, $4.9 million, $0.8 million, $2.6 million, $2.7 million, $2.9 million, $1.9 million, $4.8 million, $2.7 million, $1.8 million, $1.9 million, $3.4 million, $4.2 million, $5.1 million, $7.4 million, $18.1 million, $8.4 million and $14.6 million, respectively.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $12.4 million, $4.3 million, $1.0 million, $2.2 million, $3.0 million, $3.1 million, $2.1 million, $5.2 million, $1.8 million, $1.9 million, $5.0 million, $5.3 million, $6.4 million, $8.9 million, $21.5 million, $9.7 million and $16.4 million, respectively.
The following table presents fair value measurements of the Company’s debt obligations as of September 30, 2022 and December 31, 2021:
($ in thousands) | September 30, 2022 | December 31, 2021 | ||||||||||||
Level 1 | $ | — | $ | — | ||||||||||
Level 2 | 3,617,563 | 4,258,563 | ||||||||||||
Level 3 | 3,152,576 | 2,958,787 | ||||||||||||
Total Debt | $ | 6,770,139 | $ | 7,217,350 |
Financial Instruments Not Carried at Fair Value
As of September 30, 2022 and December 31, 2021, 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.
71
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 150%. As of September 30, 2022 and December 31, 2021, the Company’s asset coverage was 180% and 182%, respectively.
Debt obligations consisted of the following as of September 30, 2022 and December 31, 2021:
September 30, 2022 | ||||||||||||||||||||||||||
($ in thousands) | Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Net Carrying Value(2) | ||||||||||||||||||||||
Revolving Credit Facility(3)(5) | $ | 1,855,000 | $ | 406,913 | $ | 1,395,174 | $ | 391,769 | ||||||||||||||||||
SPV Asset Facility II | 350,000 | 250,000 | 100,000 | 245,107 | ||||||||||||||||||||||
SPV Asset Facility III | 250,000 | 250,000 | — | 249,208 | ||||||||||||||||||||||
SPV Asset Facility IV | 250,000 | 76,484 | 173,516 | 73,863 | ||||||||||||||||||||||
CLO I | 390,000 | 390,000 | — | 387,253 | ||||||||||||||||||||||
CLO II | 260,000 | 260,000 | — | 257,127 | ||||||||||||||||||||||
CLO III | 260,000 | 260,000 | — | 258,098 | ||||||||||||||||||||||
CLO IV | 292,500 | 292,500 | — | 287,674 | ||||||||||||||||||||||
CLO V | 509,625 | 509,625 | — | 506,965 | ||||||||||||||||||||||
CLO VI | 260,000 | 260,000 | — | 258,246 | ||||||||||||||||||||||
CLO VII | 239,150 | 239,150 | — | 237,266 | ||||||||||||||||||||||
2024 Notes(4) | 400,000 | 400,000 | — | 384,328 | ||||||||||||||||||||||
2025 Notes | 425,000 | 425,000 | — | 420,841 | ||||||||||||||||||||||
July 2025 Notes | 500,000 | 500,000 | — | 494,912 | ||||||||||||||||||||||
2026 Notes | 500,000 | 500,000 | — | 492,635 | ||||||||||||||||||||||
July 2026 Notes | 1,000,000 | 1,000,000 | — | 981,868 | ||||||||||||||||||||||
2027 Notes(4) | 500,000 | 500,000 | — | 433,638 | ||||||||||||||||||||||
2028 Notes | 850,000 | 850,000 | — | 835,356 | ||||||||||||||||||||||
Total Debt | $ | 9,091,275 | $ | 7,369,672 | $ | 1,668,690 | $ | 7,196,154 |
______________
(1)The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $15.1 million, $4.9 million, $0.8 million, $2.6 million, $2.7 million, $2.9 million, $1.9 million, $4.8 million, $2.7 million, $1.8 million, $1.9 million, $3.4 million, $4.2 million, $5.1 million, $7.4 million, $18.1 million, $8.4 million and $14.6 million respectively.
(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.
(5)The amount available is reduced by $52.9 million of outstanding letters of credit.
72
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
December 31, 2021 | ||||||||||||||||||||||||||
($ in thousands) | Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Net Carrying Value(2) | ||||||||||||||||||||||
Revolving Credit Facility(3)(5) | $ | 1,655,000 | $ | 892,313 | $ | 707,370 | $ | 879,943 | ||||||||||||||||||
SPV Asset Facility II | 350,000 | 100,000 | 250,000 | 95,668 | ||||||||||||||||||||||
SPV Asset Facility III | 500,000 | 190,000 | 310,000 | 188,979 | ||||||||||||||||||||||
SPV Asset Facility IV | 250,000 | 155,000 | 95,000 | 152,727 | ||||||||||||||||||||||
CLO I | 390,000 | 390,000 | — | 386,989 | ||||||||||||||||||||||
CLO II | 260,000 | 260,000 | — | 256,942 | ||||||||||||||||||||||
CLO III | 260,000 | 260,000 | — | 257,937 | ||||||||||||||||||||||
CLO IV | 292,500 | 292,500 | — | 287,342 | ||||||||||||||||||||||
CLO V | 196,000 | 196,000 | — | 194,167 | ||||||||||||||||||||||
CLO VI | 260,000 | 260,000 | — | 258,093 | ||||||||||||||||||||||
2024 Notes(4) | 400,000 | 400,000 | — | 406,481 | ||||||||||||||||||||||
2025 Notes | 425,000 | 425,000 | — | 419,674 | ||||||||||||||||||||||
July 2025 Notes | 500,000 | 500,000 | — | 493,637 | ||||||||||||||||||||||
2026 Notes | 500,000 | 500,000 | — | 491,085 | ||||||||||||||||||||||
July 2026 Notes | 1,000,000 | 1,000,000 | — | 978,537 | ||||||||||||||||||||||
2027 Notes(4) | 500,000 | 500,000 | — | 497,537 | ||||||||||||||||||||||
2028 Notes | 850,000 | 850,000 | — | 833,588 | ||||||||||||||||||||||
Total Debt | $ | 8,588,500 | $ | 7,170,813 | $ | 1,362,370 | $ | 7,079,326 |
______________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of the Company’s Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $12.4 million, $4.3 million, $1.0 million, $2.2 million, $3.0 million, $3.1 million, $2.1 million, $5.2 million, $1.8 million, $1.9 million, $5.0 million, $5.3 million, $6.4 million, $8.9 million, $21.5 million, $9.7 million and $16.4 million, respectively.
(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.
(5)The amount available is reduced by $55.3 million of outstanding letters of credit.
For the three and nine months ended September 30, 2022 and 2021 the components of interest expense were as follows:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||
($ in thousands) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
Interest expense | $ | 73,539 | $ | 50,054 | $ | 184,354 | $ | 139,502 | ||||||||||||||||||
Amortization of debt issuance costs | 6,311 | 6,731 | 21,133 | 18,882 | ||||||||||||||||||||||
Net change in unrealized gain (loss) on effective interest rate swaps and hedged items(1) | 1,360 | (269) | 4,448 | 653 | ||||||||||||||||||||||
Total Interest Expense | $ | 81,210 | $ | 56,516 | $ | 209,935 | $ | 159,037 | ||||||||||||||||||
Average interest rate | 3.9 | % | 2.9 | % | 3.4 | % | 3.0 | % | ||||||||||||||||||
Average daily borrowings | $ | 7,368,456 | $ | 6,713,786 | $ | 7,218,099 | $ | 6,050,836 |
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(1)Refer to the 2023 Notes, 2024 Notes and 2027 Notes for details on each facility’s interest rate swap.
Credit Facilities
The Company’s credit facilities contain customary covenants, including certain limitations on the incurrence by us of additional indebtedness and on our ability to make distributions to our shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events, and customary events of default (with customary cure and notice provisions).
73
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
Description of Facilities
Revolving Credit Facility
On August 26, 2022, the Company entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of February 1, 2017 (as amended, restated, supplemented or otherwise modified prior to August 26, 2022). The parties to the Revolving Credit Facility include the Company, as Borrower, the lenders from time to time parties thereto (each a “Revolving Credit Lender” and collectively, the “Revolving Credit Lenders”) and Truist Bank, as Administrative Agent.
The Revolving Credit Facility is guaranteed by certain domestic subsidiaries of the Company in existence as of the closing date of the Revolving Credit Facility, and will be guaranteed by certain domestic subsidiaries of the Company that are formed or acquired by the Company in the future (collectively, the “Guarantors”). Proceeds of the Revolving Credit Facility may be used for general corporate purposes, including the funding of portfolio investments.
The maximum principal amount of the Revolving Credit Facility is $1.855 billion, 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 $2.7825 billion through the Company’s exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by the Company and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility will terminate on March 31, 2023, with respect to $60 million of commitments, September 3, 2024, with respect to $15 million of commitments (together, the "Non-Extending Commitments"), and on August 26, 2026, with respect to the remaining commitments (such remaining commitments, the "Extending Commitments") (together, the “Revolving Credit Facility Commitment Termination Date”). The Revolving Credit Facility will mature on April 2, 2024 with respect to $60 million of commitments, September 3, 2025, with respect to $15 million of commitments, and on August 26, 2027, with respect to the remaining commitments (together, the “Revolving Credit Facility Maturity Date”). During the period from the earliest Revolving Credit Facility Commitment Termination Date to the final Revolving Credit Facility Maturity Date, the Company will be obligated to make mandatory prepayments under the Revolving Credit Facility out of the proceeds of certain asset sales and other recovery events and equity and debt issuances.
The Company may borrow amounts in U.S. dollars or certain other permitted currencies. Amounts drawn under the Revolving Credit Facility with respect to the Extending Commitments in U.S. dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum or (ii) the alternative base rate plus margin of either 0.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 0.75% per annum. Amounts drawn under the Revolving Credit Facility with respect to the Non-Extending Commitments in U.S. Dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, the Company may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at the Company’s option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility with respect to the Extending Commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum. Amounts drawn under the Revolving Credit Facility with respect to the Non-Extending Commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. The Company will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.
The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by the Company of additional indebtedness and on the Company’s ability to make distributions to the Company’s shareholders, or redeem, repurchase or retire shares of stock, upon the occurrence of certain events and certain financial covenants related to asset coverage and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of the Company and its subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time.
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.
74
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
From time to time, the Company sold and contributed certain investments to ORCC Financing pursuant to a Sale and Contribution Agreement by and between the Company and ORCC Financing. No gain or loss was recognized as a result of the contribution. Proceeds from the SPV Asset Facility I were used to finance the origination and acquisition of eligible assets by ORCC Financing, including the purchase of such assets from the Company. The Company retained a residual interest in assets contributed to or acquired by ORCC Financing through its ownership of ORCC Financing. The maximum principal amount of the SPV Asset Facility I was $400 million; the availability of this amount was subject to a borrowing base test, which was 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 provided 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”). The SPV Asset Facility I was terminated on June 2, 2020 (the “SPV Asset Facility I Termination Date”). Prior to the SPV Asset Facility I Termination Date, proceeds received by ORCC Financing from principal and interest, dividends, or fees on assets were required to be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility I Termination Date, ORCC Financing repaid in full all outstanding fees and expenses and all principal and interest on outstanding borrowings.
Amounts drawn bore 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. The Company predominantly borrowed utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. After a ramp-up period, there was an unused fee of 0.75% per annum on the amount, if any, by which the undrawn amount under the SPV Asset Facility I exceeded 25% of the maximum principal amount of the SPV Asset Facility I. The SPV Asset Facility I contained 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 was 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 were not 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 25, 2022 (the “SPV Asset Facility II Seventh Amendment Date”).
From time to time, the Company sells and contributes certain investments to ORCC Financing II pursuant to a sale and contribution agreement by and between the Company and ORCC Financing II. No gain or loss will be recognized as a result of the contribution. Proceeds from the SPV Asset Facility II will be used to finance the origination and acquisition of eligible assets by ORCC Financing II, including the purchase of such assets from the Company. The Company retains a residual interest in assets contributed to or acquired by ORCC Financing II through the Company’s ownership of ORCC Financing II. The maximum principal amount of the SPV Asset Facility II as of the SPV Asset Facility II Seventh 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 through April 22, 2023, 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 December 22, 2029 (the “SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORCC Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to the Company, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORCC Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to the Company.
With respect to revolving loans, amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.40%) plus a spread that steps up from 2.30% to 2.55% during the period March 25, 2022 to the date on which the reinvestment period ends. With respect to term loans, amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.40%) plus a spread that steps up from 2.30% to 2.55% during the same period. From March 25, 2022 to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee ranging from 0.50% to 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security
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Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
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 equity holder 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. The parties to the SPV Asset Facility III have entered into various amendments, including those relating to the undrawn fee and make-whole fee and definition of “Change of Control.” The following describes the terms of SPV Asset Facility III as amended through May 3, 2022.
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. The Company retains a residual interest in assets contributed to or acquired by ORCC Financing III through its ownership of ORCC Financing III. The maximum principal amount of the SPV Asset Facility III is $250 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 until June 14, 2023 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 term SOFR (or, in the case of certain SPV Lenders III that are commercial paper conduits, the lower of (a) their cost of funds and (b) term SOFR, such term SOFR not to be lower than zero) plus a spread equal to 2.20% per annum, which spread 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”). Term SOFR may be replaced as a base rate under certain circumstances. The Company predominantly borrows utilizing term SOFR rate loans, generally electing one-month SOFR 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 SPV Asset Facility III Revolving Period, if the undrawn commitments are in excess of a certain portion (initially 20% and increasing in stages to 75%) of the total commitments under the SPV Asset Facility III, ORCC Financing III 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 March 11, 2022, (the “SPV Asset Facility IV Amendment Date”), the parties to the SPV Asset Facility IV amended the SPV Asset Facility IV to extend the reinvestment period from April 1, 2022 until October 3, 2022 and the stated maturity from April 1, 2030 to October 1, 2030. The amendment also changed the applicable interest rate from LIBOR plus an applicable margin of 2.15% during the reinvestment period and LIBOR plus an applicable margin of 2.40% after the reinvestment period to term SOFR plus an applicable margin of 2.30% during the reinvestment period and term SOFR plus an applicable margin of 2.55% after the reinvestment period.
76
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. The Company retains a residual interest in assets contributed to or acquired by ORCC Financing IV through its ownership of ORCC Financing IV. The maximum principal amount of the SPV Asset Facility IV is $250 million; 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 until the last day of the reinvestment period unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility IV (the “SPV Asset Facility IV Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility IV will mature on October 1, 2030 (the “SPV Asset Facility IV Stated Maturity”). Prior to the SPV Asset Facility IV 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 SPV Asset Facility IV 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.
From the SPV Asset Facility IV Closing Date to the SPV Asset Facility IV 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 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 CLO I 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 the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO I Preferred Shares.
The Adviser serves as collateral manager for the CLO I Issuer under a collateral management agreement dated as of the CLO I Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO I Issuers’ equity or notes owned by the Company.
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Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
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 was scheduled to mature on January 20, 2031. The CLO II Debt was privately placed by Deutsche Bank Securities Inc.
The CLO II Debt was redeemed in the CLO II Refinancing, described below.
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 acted 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 was 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; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO II Issuers’ equity or notes owned by the Company.
The CLO II Debt was 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 could 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.
78
Owl Rock Capital Corporation
Notes to Consolidated Financial Statements (Unaudited) - Continued
The CLO II Debt was 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 were not 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 II Refinancing
On April 9, 2021 (the “CLO II Refinancing Date”), the Company completed a $398.1 million term debt securitization refinancing (the “CLO II Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO II Refinancing were issued by the CLO II Issuer and the CLO II Co-Issuer and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO II Issuer.
The CLO II Refinancing was executed by the issuance of the following classes of notes pursuant to the CLO II Indenture, as supplemented by the supplemental indenture dated as of the CLO II Refinancing Date (the “CLO II Refinancing Indenture”), by and among the CLO II Issuers and State Street Bank and Trust Company: (i) $204 million of AAA(sf) Class A-LR Notes, which bear interest at three-month LIBOR plus 1.55%, (ii) $20 million of AAA(sf) Class A-FR Notes, which bear interest at a fixed rate of 2.48% and (iii) $36 million of AA(sf) Class B-R Notes, which bear interest at three-month LIBOR plus 1.90% (together, the “CLO II Refinancing Debt”). The CLO II Refinancing Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the CLO II Issuer. The CLO II Refinancing Debt is scheduled to mature on April 20, 2033. The CLO II Refinancing Debt was privately placed by Deutsche Bank Securities Inc. 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 Refinancing Debt. The proceeds from the CLO II Refinancing were used to redeem in full the classes of notes issued on the CLO II Closing Date.
Concurrently with the issuance of the CLO II Refinancing Debt, the CLO II Issuer issued 1,500 additional shares of CLO II Preferred Shares at an issue price of U.S.$1,000 per share (the “CLO II Refinancing Preferred Shares”) resulting in a total outstanding number of CLO II Preferred Shares of 138,100 ($138.1 million total issue price). The CLO II Refinancing Preferred Shares were issued by the CLO II Issuer as part of its issued share capital and are not secured by the collateral securing the CLO II Refinancing Debt. The Company purchased all of the CLO II Refinancing Preferred Shares. The Company acts as retention holder in connection with the CLO II Refinancing for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO II Preferred Shares. The proceeds from the CLO II Refinancing Preferred Shares were used to pay certain expenses incurred in connection with the CLO II Refinancing.
Through April 20, 2025, a portion of the proceeds received by the CLO II Issuer from the loans securing the CLO II Refinancing Debt may be used by the CLO II Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO II Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO II Refinancing Debt is the secured obligation of the CLO II Issuers, and the CLO II Refinancing Indenture includes customary covenants and events of default. The CLO II Refinancing Debt has not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO II Issuer under a collateral management agreement dated as of the CLO II Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO II Issuers’ equity or notes owned by the Company.
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
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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; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO III Issuers’ equity or notes owned by the Company.
The CLO III Debt is secured by all of the assets of the CLO III Issuer, which will consist primarily of middle market loans, participation interests in middle market loans, and related rights and the cash proceeds thereof. As part of the CLO III Transaction, ORCC Financing IV LLC and the Company sold and contributed approximately $400 million par amount of middle market loans to the CLO III Issuer on the CLO III Closing Date. Such loans constituted the initial portfolio assets securing the CLO III Debt. The Company and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO III Issuer regarding such sales and contributions under a loan sale agreement.
Through April 20, 2024, a portion of the proceeds received by the CLO III Issuer from the loans securing the CLO III Debt may be used by the CLO III Issuer to purchase additional middle market loans under the direction of the Adviser as the collateral manager for the CLO III Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO III Debt is the secured obligation of the CLO III Issuers, and the CLO III Indenture includes customary covenants and events of default. Assets pledged to holders of the CLO III Debt and the other secured parties under the CLO III Indenture will not be available to pay the debts of the Company.
The CLO III Debt was offered in reliance on Section 4(a)(2) of the Securities Act. The CLO III Debt has not been registered under the Securities Act or any state securities 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 IV
On May 28, 2020 (the “CLO IV Closing Date”), the Company completed a $438.9 million term debt securitization transaction (the “CLO IV 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 IV Transaction were issued by the Company’s consolidated subsidiaries Owl Rock CLO IV, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO IV Issuer”), and Owl Rock CLO IV, LLC, a Delaware limited liability company (the “CLO IV Co-Issuer” and together with the CLO IV Issuer, the “CLO IV Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO IV Issuer.
The CLO IV 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 IV Closing Date (the “CLO IV Indenture”), by and among the CLO IV Issuers and State Street Bank and Trust Company: (i) $236.5 million of AAA(sf) Class A-1 Notes, which bear interest at three-month LIBOR plus 2.62% and (ii) $15.5 million of AAA(sf) Class A-2 Notes, which bear interest at three-month LIBOR plus 3.40% (together, the “CLO IV Secured Notes”). The CLO IV Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO IV Issuer. The CLO IV Secured Notes are scheduled to mature on May 20, 2029. The CLO IV Secured Notes were privately placed by Natixis Securities Americas LLC.
The CLO IV Secured Notes were redeemed in the CLO IV Refinancing, described below.
Concurrently with the issuance of the CLO IV Secured Notes, the CLO IV Issuer issued approximately $186.9 million of subordinated securities in the form of 186,900 preferred shares at an issue price of U.S.$1,000 per share (the “CLO IV Preferred Shares”). The CLO IV Preferred Shares were issued by the CLO IV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO IV Secured Notes. The Company owns all of the outstanding CLO IV Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acted as retention holder in connection with the CLO IV Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure
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to the performance of the securitized assets and as such was required to retain a portion of the CLO IV Preferred Shares while the CLO IV Secured Notes were outstanding.
As part of the CLO IV Transaction, the Company entered into a loan sale agreement with the CLO IV Issuer dated as of the CLO IV Closing Date, which provided for the sale and contribution of approximately $275.07 million par amount of middle market loans from the Company to the CLO IV Issuer on the CLO IV Closing Date and for future sales from the Company to the CLO IV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO IV Secured Notes. The remainder of the initial portfolio assets securing the CLO IV Secured Notes consisted of approximately $174.92 million par amount of middle market loans purchased by the CLO IV Issuer from ORCC Financing II LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO IV Closing Date between the CLO IV Issuer and ORCC Financing II LLC. The Company and ORCC Financing II LLC each made customary representations, warranties, and covenants to the Issuer under the applicable loan sale agreement.
Through November 20, 2021, a portion of the proceeds received by the CLO IV Issuer from the loans securing the CLO IV Secured Notes could be used by the CLO IV Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO IV Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO IV Secured Notes were the secured obligation of the CLO IV Issuers, and the CLO IV Indenture includes customary covenants and events of default. The CLO IV Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration. Assets pledged to the holders of the CLO IV Secured Notes were not available to pay the debts of the Company.
CLO IV Refinancing
On July 9, 2021 (the “CLO IV Refinancing Date”), the Company completed a $440.5 million term debt securitization refinancing (the “CLO IV Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO IV Refinancing were issued by the CLO IV Issuer and the CLO IV Co-Issuer and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO IV Issuer.
The CLO IV Refinancing was executed by the issuance of the following classes of notes pursuant to the CLO IV Indenture as supplemented by the supplemental indenture dated as of the CLO IV Refinancing Date (the “CLO IV Refinancing Indenture”), by and among the CLO IV Issuers and State Street Bank and Trust Company: (i) $252 million of AAA(sf) Class A-1-R Notes, which bear interest at three-month LIBOR plus 1.60% and (ii) $40.5 million of AA(sf) Class A-2-R Notes, which bear interest at three-month LIBOR plus 1.90% (together, the “CLO IV Refinancing Secured Notes”). The CLO IV Refinancing Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the Issuer. The CLO IV Refinancing Secured Notes are scheduled to mature on August 20, 2033. The CLO IV Refinancing Secured Notes were privately placed by Natixis Securities Americas LLC. 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 IV Refinancing Secured Notes. The proceeds from the CLO IV Refinancing were used to redeem in full the classes of notes issued on the CLO IV Closing Date, to redeem a portion of the preferred shares of the CLO IV Issuer as described below and to pay expenses incurred in connection with the CLO IV Refinancing.
Concurrently with the issuance of the CLO IV Refinancing Secured Notes, the CLO IV Issuer redeemed 38,900 preferred shares held by the Company at a total redemption price of $38.9 million ($1,000 per preferred share). The Company retains the 148,000 CLO IV Preferred Shares that remain outstanding and that the Company acquired on the CLO IV Closing Date. The CLO IV Preferred Shares were issued by the CLO IV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO IV Refinancing Secured Notes. The Company acts as retention holder in connection with the CLO IV Refinancing for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Preferred Shares.
Through August 20, 2025, a portion of the proceeds received by the CLO IV Issuer from the loans securing the CLO IV Refinancing Secured Notes may be used by the CLO IV Issuer to purchase additional middle market loans under the direction of the Advisor, in its capacity as collateral manager for the CLO IV Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO IV Refinancing Secured Notes are the secured obligation of the CLO IV Issuers, and the CLO IV Refinancing Indenture includes customary covenants and events of default. The CLO IV Refinancing Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO IV Issuer under a collateral management agreement dated as of the CLO IV Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO IV Issuers’ equity or notes owned by the Company.
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CLO V
On November 20, 2020 (the “CLO V Closing Date”), the Company completed a $345.45 million term debt securitization transaction (the “CLO V Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO V Transaction were issued by the Company’s consolidated subsidiaries Owl Rock CLO V, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO V Issuer”), and Owl Rock CLO V, LLC, a Delaware limited liability company (the “CLO V Co-Issuer” and together with the CLO V Issuer, the “CLO V Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO V Issuer.
The CLO V Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO V Closing Date (the “CLO V Indenture”), by and among the CLO V Issuers and State Street Bank and Trust Company: (i) $182 million of AAA(sf)/AAAsf Class A-1 Notes, which bear interest at three-month LIBOR plus 1.85% and (ii) $14 million of AAA(sf) Class A-2 Notes, which bear interest at three-month LIBOR plus 2.20% (together, the “CLO V Secured Notes”). The CLO V Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO V Issuer. The CLO V Secured Notes are scheduled to mature on November 20, 2029. The CLO V Secured Notes were privately placed by Natixis Securities Americas LLC.
The CLO V Secured Notes were redeemed in the CLO V Refinancing, described below.
Concurrently with the issuance of the CLO V Secured Notes, the CLO V Issuer issued approximately $149.45 million of subordinated securities in the form of 149,450 preferred shares at an issue price of U.S.$1,000 per share (the “CLO V Preferred Shares”). The CLO V Preferred Shares were issued by the CLO V Issuer as part of its issued share capital and are not secured by the collateral securing the CLO V Secured Notes. The Company owns all of the outstanding CLO V Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acted as retention holder in connection with the CLO V Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the CLO V Preferred Shares while the CLO V Secured Notes were outstanding.
As part of the CLO V Transaction, the Company entered into a loan sale agreement with the CLO V Issuer dated as of the CLO V Closing Date, which provided for the sale and contribution of approximately $201.75 million par amount of middle market loans from the Company to the CLO V Issuer on the CLO V Closing Date and for future sales from the Company to the CLO V Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO V Secured Notes. The remainder of the initial portfolio assets securing the CLO V Secured Notes consisted of approximately $84.74 million par amount of middle market loans purchased by the CLO V Issuer from ORCC Financing II LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO V Closing Date between the Issuer and ORCC Financing II LLC. The Company and ORCC Financing II LLC each made customary representations, warranties, and covenants to the Issuer under the applicable loan sale agreement.
Through July 20, 2022, a portion of the proceeds received by the CLO V Issuer from the loans securing the CLO V Secured Notes could be used by the CLO V Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO V Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO V Secured Notes were the secured obligation of the CLO V Issuers, and the CLO V Indenture includes customary covenants and events of default. The CLO V Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration. Assets pledged to the holders of the CLO V Secured Notes were not available to pay the debts of the Company.
CLO V Refinancing
On April 20, 2022 (the “CLO V Refinancing Date”), the Company completed a $669.2 million term debt securitization refinancing (the “CLO V Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO V Refinancing were issued by the CLO V Co-Issuer, as Issuer (the “CLO V Refinancing Issuer”), and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO V Refinancing Issuer.
The CLO V Refinancing was executed by the issuance of the following classes of notes pursuant to the CLO V Indenture as supplemented by the supplemental indenture dated as of the CLO V Refinancing Date (the “CLO V Refinancing Indenture”), by and among the CLO V Refinancing Issuer and State Street Bank and Trust Company: (i) $354.4 million of AAA(sf) Class A-1R Notes, which bear interest at the Benchmark, as defined in the CLO V Refinancing Indenture, plus 1.78%, (ii) $30.4 million of AAA(sf) Class A-2R Notes, which bear interest at the Benchmark plus 1.95%, (iii) $49.0 million of AA(sf) Class B-1 Notes, which bear interest at the Benchmark plus 2.20%, (iv) $5.0 million of AA(sf) Class B-2 Notes, which bear interest at 4.25%, (v) $31.5 million of A(sf) Class C-1 Notes, which bear interest at the Benchmark plus 3.15% and (vi) $39.4 million of A(sf) Class C-2 Notes, which bear interest at 5.10% (together, the “CLO V Refinancing Secured Notes”). The CLO V Refinancing Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the Issuer. The CLO V Refinancing Secured Notes are scheduled to mature on April 20, 2034. The CLO V Refinancing Secured Notes were privately placed by Natixis Securities
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Americas LLC. The proceeds from the CLO V Refinancing were used to redeem in full the classes of notes issued on the CLO V Closing Date and to pay expenses incurred in connection with the CLO V Refinancing.
Concurrently with the issuance of the CLO V Refinancing Secured Notes, the CLO V Issuer issued approximately $10.2 million of additional subordinated securities, for a total of $159.6 million of subordinated securities in the form of 159,620 preferred shares at an issue price of U.S.$1,000 per share. The CLO V Preferred Shares are not secured by the collateral securing the CLO V Refinancing Secured Notes. The Company acts as retention holder in connection with the CLO V Refinancing for the purposes of satisfying certain U.S., European Union and United Kingdom regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO V Preferred Shares.
On the CLO V Closing Date, the CLO V Issuer entered into a loan sale agreement with Company, which provided for the sale and contribution of approximately $201.8 million par amount of middle market loans from the Company to the CLO V Issuer on the CLO V Closing Date and for future sales from the Company to the CLO V Issuer on an ongoing basis. As part of the CLO V Refinancing, the CLO V Refinancing Issuer, as the successor to the CLO V Issuer, and the Company entered into an amended and restated loan sale agreement with the Company dated as of the CLO V Refinancing Date, pursuant to which the CLO V Refinancing Issuer assumed all ongoing obligations of the CLO V Issuer under the original agreement and the Company sold and contributed approximately $275.67 million par amount middle market loans to the CLO V Refinancing Issuer on the CLO V Refinancing Date and provides for future sales from the Company to the CLO V Refinancing Issuer on an ongoing basis. Such loans constituted part of the portfolio of assets securing the CLO V Refinancing Secured Notes. A portion of the of the portfolio assets securing the CLO V Refinancing Secured Notes consists of middle market loans purchased by the CLO V Issuer from ORCC Financing II LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO V Closing Date between the CLO V Issuer and ORCC Financing II LLC and which the CLO V Refinancing Issuer and ORCC Financing II LLC amended and restated on the CLO V Refinancing Date in connection with the refinancing. The Company and ORCC Financing II LLC each made customary representations, warranties, and covenants to the CLO V Refinancing Issuer under the applicable loan sale agreement.
Through April 20, 2026, a portion of the proceeds received by the CLO V Issuer from the loans securing the CLO V Refinancing Secured Notes may be used by the Issuer to purchase additional middle market loans under the direction of the Advisor, in its capacity as collateral manager for the CLO V Refinancing Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO V Refinancing Secured Notes are the secured obligation of the CLO V Refinancing Issuer, and the CLO V Refinancing Indenture includes customary covenants and events of default. The CLO V Refinancing Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO V Refinancing Issuer under an amended and restated collateral management agreement dated as of the CLO V Refinancing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO V Refinancing Issuer’s equity or notes owned by the Company.
CLO VI
On May 5, 2021 (the “CLO VI Closing Date”), the Company completed a $397.78 million term debt securitization transaction (the “CLO VI Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO VI Transaction were issued by the Company’s consolidated subsidiaries Owl Rock CLO VI, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO VI Issuer”), and Owl Rock CLO VI, LLC, a Delaware limited liability company (the “CLO VI Co-Issuer” and together with the CLO VI Issuer, the “CLO VI Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO VI Issuer.
The CLO VI Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VI Closing Date (the “CLO VI Indenture”), by and among the CLO VI Issuers and State Street Bank and Trust Company: (i) $224 million of AAA(sf) Class A Notes, which bear interest at three-month LIBOR plus 1.45%, (ii) $26 million of AA(sf) Class B-1 Notes, which bear interest at three-month LIBOR plus 1.75% and (iii) $10 million of AA(sf) Class B-F Notes, which bear interest at a fixed rate of 2.83% (together, the “CLO VI Secured Notes”). The CLO VI Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO VI Issuer. The CLO VI Secured Notes are scheduled to mature on June 21, 2032. The CLO VI Secured Notes are 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 VI Secured Notes.
Concurrently with the issuance of the CLO VI Secured Notes, the CLO VI Issuer issued approximately $137.78 million of subordinated securities in the form of 137,775 preferred shares at an issue price of U.S.$1,000 per share (the “CLO VI Preferred Shares”). The CLO VI Preferred Shares were issued by the CLO VI Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VI Secured Notes. The Company purchased all of the CLO VI Preferred Shares, and as such, these securities are eliminated in consolidation. The Company acts as retention holder in connection with the CLO VI Transaction for the
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purposes of satisfying certain U.S., United Kingdom and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VI Preferred Shares.
As part of the CLO VI Transaction, the Company entered into a loan sale agreement with the CLO VI Issuer dated as of the CLO VI Closing Date, which provides for the sale and contribution of approximately $205.6 million par amount of middle market loans from the Company to the CLO VI Issuer on the CLO VI Closing Date and for future sales from the Company to the CLO VI Issuer on an ongoing basis. Such loans constitute part of the initial portfolio of assets securing the CLO VI Secured Notes. The remainder of the initial portfolio assets securing the CLO VI Secured Notes consists of approximately $164.7 million par amount of middle market loans purchased by the CLO VI Issuer from ORCC Financing IV LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO VI Closing Date between the CLO VI Issuer and ORCC Financing IV LLC. The Company and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO VI Issuer under the applicable loan sale agreement.
Through June 20, 2024, a portion of the proceeds received by the CLO VI Issuer from the loans securing the CLO VI Secured Notes may be used by the CLO VI Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO VI Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The Secured Notes are the secured obligation of the CLO VI Issuers, and the CLO VI Indenture includes customary covenants and events of default. The CLO VI Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO VI Issuer under a collateral management agreement dated as of the CLO VI Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO VI Issuers’ equity or notes owned by the Company.
CLO VII
On July 26, 2022 (the “CLO VII Closing Date”), the Company completed a $350.47 million term debt securitization transaction (the “CLO VII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by the Company. The secured notes and preferred shares issued in the CLO VII Transaction and the secured loan borrowed in the CLO VII Transaction were issued and incurred, as applicable, by the Company’s consolidated subsidiary Owl Rock CLO VII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO VII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO VII Issuer.
The CLO VII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VII Closing Date (the “CLO VII Indenture”), by and among the CLO VII Issuer and State Street Bank and Trust Company: (i) $48 million of AAA(sf) Class A-1 Notes, which bear interest at three-month term SOFR plus 2.10%, (ii) $24 million of AAA(sf) Class A-2 Notes, which bear interest at 5.00%, (iii) $6 million of AA(sf) Class B-1 Notes, which bear interest at three-month term SOFR plus 2.85% and (iv) $26.15 million of AA(sf) Class B-2 Notes, which bear interest at 5.71% and (v) $10 million of A(sf) Class C Notes, which bear interest at 6.86% (together, the “CLO VII Secured Notes”) and (B) the borrowing by the CLO VII Issuer of $75 million under floating rate Class A-L1 loans (the “CLO VII Class A-L1 Loans”) and $50 million under floating rate Class A-L2 loans (the “CLO VII Class A-L2 Loans” and together with the CLO VII Class A-L1 Loans and the CLO VII Secured Notes, the “CLO VII Debt”). The CLO VII Class A-L1 Loans and the CLO VII Class A-L2 Loans bear interest at three-month term SOFR plus 2.10%. The CLO VII Class A-L1 Loans were borrowed under a credit agreement (the “CLO VII A-L1 Credit Agreement”), dated as of the CLO VII Closing Date, by and among the CLO VII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent and the CLO VII Class A-L2 Loans were borrowed under a credit agreement (the “CLO VII A-L2 Credit Agreement”), dated as of the CLO VII Closing Date, by and among the CLO VII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO VII Debt is secured by middle market loans, participation interests in middle market loans and other assets of the CLO VII Issuer. The CLO VII Debt is scheduled to mature on July 20, 2033. The CLO VII Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the CLO VII Secured Notes and the borrowing under the CLO VII Class A-L1 Loans and CLO VII Class A-L2 Loans, the CLO VII Issuer issued approximately $111.32 million of subordinated securities in the form of 111,320 preferred shares at an issue price of U.S.$1,000 per share (the “CLO VII Preferred Shares”). The CLO VII Preferred Shares were issued by the CLO VII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VII Debt. The Company purchased all of the CLO VII Preferred Shares. The Company acts as retention holder in connection with the CLO VII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VII Preferred Shares.
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As part of the CLO VII Transaction, the Company entered into a loan sale agreement with the CLO VII Issuer dated as of the CLO VII Closing Date, which provided for the sale and contribution of approximately $255.548 million par amount of middle market loans from the Company to the CLO VII Issuer on the CLO VII Closing Date and for future sales from the Company to the CLO VII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO VII Debt. The remainder of the initial portfolio assets securing the CLO VII Debt consisted of approximately $93.313 million par amount of middle market loans purchased by the CLO VII Issuer from ORCC Financing IV LLC, a wholly-owned subsidiary of the Company, under an additional loan sale agreement executed on the CLO VII Closing Date between the CLO VII Issuer and ORCC Financing IV LLC. The Company and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO VII Issuer under the applicable loan sale agreement.
Through July 20, 2025, a portion of the proceeds received by the CLO VII Issuer from the loans securing the CLO VII Debt may be used by the CLO VII Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO VII Issuer and in accordance with the Company’s investing strategy and ability to originate eligible middle market loans.
The CLO VII Debt is the secured obligation of the CLO VII Issuer, and the CLO VII Indenture, the CLO VII A-L1 Credit Agreement and the CLO VII A-L2 Credit Agreement each include customary covenants and events of default. The CLO VII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the CLO VII Issuer under a collateral management agreement dated as of the CLO VII Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, between the Adviser and the Company will be offset by the amount of the collateral management fee attributable to the CLO VII Issuer’s equity or notes owned by the Company.
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 had a fixed interest rate of 4.75% and were due on June 21, 2023. Interest on the 2023 Notes was due and ranked semiannually. This interest rate was subject to increase (up to a maximum interest rate of 5.50%) in the event that, subject to certain exceptions, the 2023 Notes ceased to have an investment grade rating. The Company was obligated to offer to repay the 2023 Notes at par if certain change in control events occur. The 2023 Notes were general unsecured obligations of the Company and ranked pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by the Company.
The Note Purchase Agreement for the 2023 Notes contained customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of 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.
In connection with the offering of the 2023 Notes, on December 21, 2017 the Company entered into a centrally cleared interest rate swap. The notional amount of the interest rate swap was $150 million. The Company received fixed rate interest semi-annually at 4.75% and paid variable rate interest monthly based on 1-month LIBOR plus 2.545%. The interest rate swap matured on December 21, 2021, and therefore, for the three and nine months ended September 30, 2022, the Company did not make any periodic payments. For the three and nine months ended September 30, 2021, the Company made periodic payments of $1.0 million and $3.0 million, respectively. 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. 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.
On November 23, 2021, we caused notice to be issued to the holders of the 2023 Notes regarding our exercise of the option to redeem in full all $150 million in aggregate principal amount of the 2023 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, the redemption date, December 23, 2021. On December 23, 2021, we redeemed in full all $150 million in aggregate principal amount of the 2023 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, December 23, 2021.
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2024 Notes
On April 10, 2019, the Company issued $400 million aggregate principal amount of notes that mature on April 15, 2024 (the “2024 Notes”). The 2024 Notes bear interest at a rate of 5.25% per year, payable semi-annually on April 15 and October 15 of each year, commencing on October 15, 2019. The Company may redeem some or all of the 2024 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2024 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2024 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2024 Notes on or after March 15, 2024 (the date falling one month prior to the maturity date of the 2024 Notes), the redemption price for the 2024 Notes will be equal to 100% of the principal amount of the 2024 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
In connection with the issuance of the 2024 Notes, on April 10, 2019 the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $400 million. The Company will receive fixed rate interest at 5.25% and pay variable rate interest based on one-month LIBOR plus 2.937%. The interest rate swaps mature on April 10, 2024. For the three months ended September 30, 2022, the Company did not make periodic payments. For the nine months ended September 30, 2022, the Company made periodic payments of $4.3 million. For the three months ended September 30, 2021, the Company did not make periodic payments. For the nine months ended September 30, 2021, the Company made periodic payments of $4.3 million. The interest expense related to the 2024 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2022 and December 31, 2021, the interest rate swap had a fair value of $(12.7) million and $12.0 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.
2026 Notes
On July 23, 2020, the Company issued $500 million aggregate principal amount of notes that mature on January 15, 2026 (the “2026 Notes”). The 2026 Notes bear interest at a rate of 4.25% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2021. The Company may redeem some or all of the 2026 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2026 Notes on or after December, 15 2025 (the date falling one month prior to the maturity date of the 2026 Notes), the redemption price for the 2026 Notes will be equal to 100% of
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the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
July 2026 Notes
On December 8, 2020, the Company issued $1.0 billion aggregate principal amount of notes that mature on July 15, 2026 (the “July 2026 Notes”). The July 2026 Notes bear interest at a rate of 3.40% per year, payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2021. The Company may redeem some or all of the July 2026 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the July 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the July 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any July 2026 Notes on or after June 15, 2026 (the date falling one month prior to the maturity date of the July 2026 Notes), the redemption price for the July 2026 Notes will be equal to 100% of the principal amount of the July 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
2027 Notes
On April 26, 2021, the Company issued $500 million aggregate principal amount of notes that mature on January 15, 2027 (the “2027 Notes”). The 2027 Notes bear interest at a rate of 2.625% per year, payable semi-annually on January 15 and July 15, of each year, commencing on July 15, 2021. The Company may redeem some or all of the 2027 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2027 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2027 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2027 Notes on or after December 15, 2026 (the date falling one month prior to the maturity date of the 2027 Notes), the redemption price for the 2027 Notes will be equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
In connection with the issuance of the 2027 Notes, on April 26, 2021, the Company entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $500 million. The Company will receive fixed rate interest at 2.625% and pay variable rate interest based on one-month LIBOR plus 1.655%. The interest rate swaps mature on January 15, 2027. For the three and nine months ended September 30, 2022, the Company made periodic payments of $1.0 million and $3.1 million, respectively. For the three and nine months ended September 30, 2021, the Company made periodic payments of $0.9 million. The interest expense related to the 2027 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on the Company’s Consolidated Statements of Operations. As of September 30, 2022 and December 31, 2021, the interest rate swap had a fair value of $(61.1) million and $7.6 million, respectively. Depending on the nature of the balance at period end, the fair value of the interest rate swaps is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on the Company’s Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swaps is offset by the change in fair value of the 2027 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.
2028 Notes
On June 11, 2021, the Company issued $450 million aggregate principal amount of notes that mature on June 11, 2028 and on August 17, 2021, the Company issued an additional $400 million aggregate principal amount of the Company's 2.875% notes due 2028 (together, the “2028 Notes”). The 2028 Notes bear interest at a rate of 2.875% per year, payable semi-annually on June 11 and December 11, of each year, commencing on December 11, 2021. The Company may redeem some or all of the 2028 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2028 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2028 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if the Company redeems any 2028 Notes on or after April 11, 2028 (the date falling two months prior to the maturity date of the 2028 Notes), the redemption price for the 2028 Notes will be equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
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Note 7. Commitments and Contingencies
Portfolio Company Commitments
From time to time, the Company may enter into commitments to fund investments. As of September 30, 2022 and December 31, 2021, the Company had the following outstanding commitments to fund investments in current portfolio companies:
Portfolio Company | Investment | September 30, 2022 | December 31, 2021 | |||||||||||||||||
($ in thousands) | ||||||||||||||||||||
3ES Innovation Inc. (dba Aucerna) | First lien senior secured revolving loan | $ | 2,193 | $ | 3,893 | |||||||||||||||
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC | LLC Interest | 45,000 | — | |||||||||||||||||
AAM Series 2.1 Aviation Feeder, LLC | LLC Interest | 43,632 | — | |||||||||||||||||
ABB/Con-cise Optical Group LLC | First lien senior secured revolving loan | 495 | — | |||||||||||||||||
Accela, Inc. | First lien senior secured revolving loan | 1,500 | 3,000 | |||||||||||||||||
Alera Group, Inc. | First lien senior secured delayed draw term loan | — | 417 | |||||||||||||||||
AmeriLife Holdings LLC | First lien senior secured delayed draw term loan | 182 | — | |||||||||||||||||
AmeriLife Holdings LLC | First lien senior secured revolving loan | 91 | — | |||||||||||||||||
AmSpec Group, Inc. (fka AmSpec Services Inc.) | First lien senior secured revolving loan | 11,750 | 10,665 | |||||||||||||||||
Anaplan, Inc. | First lien senior secured revolving loan | 9,722 | — | |||||||||||||||||
Apex Group Treasury, LLC | Second lien senior secured delayed draw term loan | — | 25,147 | |||||||||||||||||
Apex Service Partners, LLC | First lien senior secured delayed draw term loan | 164 | — | |||||||||||||||||
Apex Service Partners, LLC | First lien senior secured revolving loan | 50 | — | |||||||||||||||||
Apptio, Inc. | First lien senior secured revolving loan | 1,667 | 1,667 | |||||||||||||||||
Aramsco, Inc. | First lien senior secured revolving loan | 8,099 | 8,378 | |||||||||||||||||
Ardonagh Midco 3 PLC | First lien senior secured GBP delayed draw term loan | 9,097 | 11,038 | |||||||||||||||||
Armstrong Bidco Limited (dba The Access Group) | First lien senior secured delayed draw term loan | 760 | — | |||||||||||||||||
Ascend Buyer, LLC (dba PPC Flexible Packaging) | First lien senior secured revolving loan | 489 | 471 | |||||||||||||||||
Associations, Inc. | First lien senior secured delayed draw term loan | 46,567 | — | |||||||||||||||||
Associations, Inc. | First lien senior secured revolving loan | 32,923 | 32,923 | |||||||||||||||||
AxiomSL Group, Inc. | First lien senior secured delayed draw term loan | 8,331 | 8,331 | |||||||||||||||||
AxiomSL Group, Inc. | First lien senior secured revolving loan | 18,227 | 18,227 | |||||||||||||||||
Bayshore Intermediate #2, L.P. (dba Boomi) | First lien senior secured revolving loan | 6,913 | 6,913 | |||||||||||||||||
BCPE Osprey Buyer, Inc. (dba PartsSource) | First lien senior secured delayed draw term loan | 28,014 | 28,014 | |||||||||||||||||
BCPE Osprey Buyer, Inc. (dba PartsSource) | First lien senior secured revolving loan | 11,855 | 11,855 | |||||||||||||||||
BCTO BSI Buyer, Inc. (dba Buildertrend) | First lien senior secured revolving loan | 8,036 | 2,339 | |||||||||||||||||
Blend Labs, Inc. | First lien senior secured revolving loan | 7,500 | 7,500 | |||||||||||||||||
BP Veraison Buyer, LLC (dba Sun World) | First lien senior secured delayed draw term loan | 29,054 | 29,054 | |||||||||||||||||
BP Veraison Buyer, LLC (dba Sun World) | First lien senior secured revolving loan | 8,716 | 8,716 | |||||||||||||||||
Brightway Holdings, LLC | First lien senior secured revolving loan | 3,158 | 3,158 | |||||||||||||||||
Centrify Corporation | First lien senior secured revolving loan | 3,409 | 6,817 | |||||||||||||||||
Chapford SMA Partnership, L.P. | LP Interest | 8,575 | — | |||||||||||||||||
CivicPlus, LLC | First lien senior secured delayed draw term loan | — | 6,673 | |||||||||||||||||
CivicPlus, LLC | First lien senior secured revolving loan | 2,698 | 1,335 | |||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies) | First lien senior secured delayed draw term loan | 4,008 | 9,849 | |||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies) | First lien senior secured revolving loan | 2,998 | 3,556 | |||||||||||||||||
Diamondback Acquisition, Inc. (dba Sphera) | First lien senior secured delayed draw term loan | 1,080 | 1,080 | |||||||||||||||||
Dodge Data & Analytics LLC | First lien senior secured revolving loan | — | 1,888 |
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Portfolio Company | Investment | September 30, 2022 | December 31, 2021 | |||||||||||||||||
Douglas Products and Packaging Company LLC | First lien senior secured revolving loan | 8,619 | 3,936 | |||||||||||||||||
EET Buyer, Inc. (dba e-Emphasys) | First lien senior secured revolving loan | 455 | 455 | |||||||||||||||||
Entertainment Benefits Group, LLC | First lien senior secured revolving loan | 133 | 11,200 | |||||||||||||||||
Evolution BuyerCo, Inc. (dba SIAA) | First lien senior secured revolving loan | 10,709 | 10,709 | |||||||||||||||||
Forescout Technologies, Inc. | First lien senior secured delayed draw term loan | 48,750 | — | |||||||||||||||||
Forescout Technologies, Inc. | First lien senior secured revolving loan | 5,345 | 5,345 | |||||||||||||||||
Fortis Solutions Group, LLC | First lien senior secured delayed draw term loan | 155 | 1,347 | |||||||||||||||||
Fortis Solutions Group, LLC | First lien senior secured revolving loan | 431 | 462 | |||||||||||||||||
Fullsteam Operations, LLC | First lien senior secured delayed draw term loan | 6,838 | — | |||||||||||||||||
Gainsight, Inc. | First lien senior secured revolving loan | 3,357 | 3,357 | |||||||||||||||||
Galls, LLC | First lien senior secured revolving loan | 14,186 | 20,468 | |||||||||||||||||
Gaylord Chemical Company, L.L.C. | First lien senior secured revolving loan | 13,202 | 13,202 | |||||||||||||||||
Gerson Lehrman Group, Inc. | First lien senior secured revolving loan | 21,563 | 21,563 | |||||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health) | First lien senior secured delayed draw term loan | — | 614 | |||||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health) | First lien senior secured revolving loan | 332 | 369 | |||||||||||||||||
Global Music Rights, LLC | First lien senior secured revolving loan | 667 | 667 | |||||||||||||||||
GovBrands Intermediate, Inc. | First lien senior secured delayed draw term loan | 1,111 | 1,111 | |||||||||||||||||
GovBrands Intermediate, Inc. | First lien senior secured revolving loan | 573 | 793 | |||||||||||||||||
Granicus, Inc. | First lien senior secured delayed draw term loan | 1,006 | 1,006 | |||||||||||||||||
Granicus, Inc. | First lien senior secured revolving loan | 1,187 | 1,187 | |||||||||||||||||
Guidehouse Inc. | First lien senior secured revolving loan | — | 351 | |||||||||||||||||
H&F Opportunities LUX III S.À R.L (dba Checkmarx) | First lien senior secured revolving loan | 16,250 | 16,250 | |||||||||||||||||
Hercules Borrower, LLC (dba The Vincit Group) | First lien senior secured revolving loan | 18,685 | 20,916 | |||||||||||||||||
HGH Purchaser, Inc. (dba Horizon Services) | First lien senior secured delayed draw term loan | 12,803 | 49,359 | |||||||||||||||||
HGH Purchaser, Inc. (dba Horizon Services) | First lien senior secured revolving loan | 6,520 | 7,031 | |||||||||||||||||
Hissho Sushi Merger Sub LLC | First lien senior secured revolving loan | 65 | — | |||||||||||||||||
Hometown Food Company | First lien senior secured revolving loan | 3,529 | 4,235 | |||||||||||||||||
Ideal Image Development, LLC | First lien senior secured delayed draw term loan | 1,463 | — | |||||||||||||||||
Ideal Image Development, LLC | First lien senior secured revolving loan | 1,829 | — | |||||||||||||||||
Ideal Tridon Holdings, Inc. | First lien senior secured revolving loan | 5,727 | 3,927 | |||||||||||||||||
IG Investments Holdings, LLC (dba Insight Global) | First lien senior secured revolving loan | 3,974 | 1,987 | |||||||||||||||||
Indigo Buyer, Inc. (dba Inovar Packaging Group) | First lien senior secured delayed draw term loan | 250 | — | |||||||||||||||||
Indigo Buyer, Inc. (dba Inovar Packaging Group) | First lien senior secured revolving loan | 83 | — | |||||||||||||||||
Individual Foodservice Holdings, LLC | First lien senior secured delayed draw term loan | — | 6,890 | |||||||||||||||||
Individual Foodservice Holdings, LLC | First lien senior secured revolving loan | 21,567 | 20,609 | |||||||||||||||||
Inovalon Holdings, Inc. | First lien senior secured delayed draw term loan | 18,988 | 18,988 | |||||||||||||||||
Integrity Marketing Acquisition, LLC | First lien senior secured revolving loan | 14,832 | 14,832 | |||||||||||||||||
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) | First lien senior secured revolving loan | 1,607 | 1,607 | |||||||||||||||||
Interoperability Bidco, Inc. (dba Lyniate) | First lien senior secured revolving loan | 3,043 | 4,000 | |||||||||||||||||
IQN Holding Corp. (dba Beeline) | First lien senior secured revolving loan | — | 22,672 | |||||||||||||||||
Kaseya Inc. | First lien senior secured delayed draw term loan | 1,134 | — | |||||||||||||||||
Kaseya Inc. | First lien senior secured revolving loan | 1,134 | — | |||||||||||||||||
KPSKY Acquisition, Inc. (dba BluSky) | First lien senior secured delayed draw term loan | — | 256 | |||||||||||||||||
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC) | First lien senior secured revolving loan | 600 | 8,700 |
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Portfolio Company | Investment | September 30, 2022 | December 31, 2021 | |||||||||||||||||
Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.) | First lien senior secured revolving loan | 26,833 | 26,833 | |||||||||||||||||
Mario Purchaser, LLC (dba Len the Plumber) | First lien senior secured delayed draw term loan | 4,880 | — | |||||||||||||||||
Mario Midco Holdings, Inc. | First lien senior secured revolving loan | 1,381 | — | |||||||||||||||||
Lignetics Investment Corp. | First lien senior secured delayed draw term loan | 3,922 | 3,922 | |||||||||||||||||
Lignetics Investment Corp. | First lien senior secured revolving loan | 549 | 3,922 | |||||||||||||||||
Litera Bidco LLC | First lien senior secured delayed draw term loan | — | 5,176 | |||||||||||||||||
Litera Bidco LLC | First lien senior secured revolving loan | 5,738 | 5,738 | |||||||||||||||||
Medline Borrower, LP | First lien senior secured revolving loan | 7,190 | 7,190 | |||||||||||||||||
MHE Intermediate Holdings, LLC (dba OnPoint Group) | First lien senior secured delayed draw term loan | — | 9,850 | |||||||||||||||||
MHE Intermediate Holdings, LLC (dba OnPoint Group) | First lien senior secured revolving loan | 15,536 | 15,536 | |||||||||||||||||
Milan Laser Holdings LLC | First lien senior secured revolving loan | 2,078 | 2,078 | |||||||||||||||||
MINDBODY, Inc. | First lien senior secured revolving loan | 6,071 | 6,071 | |||||||||||||||||
Ministry Brands Holdings, LLC | First lien senior secured delayed draw term loan | 226 | 226 | |||||||||||||||||
Ministry Brands Holdings, LLC | First lien senior secured revolving loan | 68 | 68 | |||||||||||||||||
National Dentex Labs LLC (fka Barracuda Dental LLC) | First lien senior secured delayed draw term loan | — | 3,980 | |||||||||||||||||
National Dentex Labs LLC (fka Barracuda Dental LLC) | First lien senior secured revolving loan | — | 6,322 | |||||||||||||||||
Natural Partners, LLC | First lien senior secured revolving loan | 68 | — | |||||||||||||||||
Nelipak Holding Company | First lien senior secured USD revolving loan | 6,299 | 4,288 | |||||||||||||||||
Nelipak Holding Company | First lien senior secured EUR revolving loan | 6,214 | 7,518 | |||||||||||||||||
NMI Acquisitionco, Inc. (dba Network Merchants) | First lien senior secured delayed draw term loan | 4,073 | 4,073 | |||||||||||||||||
NMI Acquisitionco, Inc. (dba Network Merchants) | First lien senior secured revolving loan | 1,652 | 1,652 | |||||||||||||||||
Norvax, LLC (dba GoHealth) | First lien senior secured revolving loan | 2,761 | 2,761 | |||||||||||||||||
Notorious Topco, LLC (dba Beauty Industry Group) | First lien senior secured delayed draw term loan | 6,385 | 15,962 | |||||||||||||||||
Notorious Topco, LLC (dba Beauty Industry Group) | First lien senior secured revolving loan | 9,577 | 7,981 | |||||||||||||||||
OB Hospitalist Group, Inc. | First lien senior secured revolving loan | 12,119 | 13,533 | |||||||||||||||||
Ole Smoky Distillery, LLC | First lien senior secured revolving loan | 116 | — | |||||||||||||||||
Pacific BidCo Inc. | First lien senior secured delayed draw term loan | 3,436 | — | |||||||||||||||||
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) | First lien senior secured revolving loan | 13,538 | 13,538 | |||||||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) | First lien senior secured delayed draw term loan | — | 8,695 | |||||||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) | First lien senior secured revolving loan | 6,161 | 6,161 | |||||||||||||||||
Plasma Buyer LLC (dba PathGroup) | First lien senior secured delayed draw term loan | 176 | — | |||||||||||||||||
Plasma Buyer LLC (dba PathGroup) | First lien senior secured revolving loan | 76 | — | |||||||||||||||||
Pluralsight, LLC | First lien senior secured revolving loan | 6,235 | 6,235 | |||||||||||||||||
PPV Intermediate Holdings, LLC | First lien senior secured delayed draw term loan | 180 | — | |||||||||||||||||
PPV Intermediate Holdings, LLC | First lien senior secured revolving loan | 67 | — | |||||||||||||||||
Project Power Buyer, LLC (dba PEC-Veriforce) | First lien senior secured revolving loan | 3,188 | 3,188 | |||||||||||||||||
QAD, Inc. | First lien senior secured revolving loan | 3,429 | 3,429 | |||||||||||||||||
PS Operating Company LLC (fka QC Supply, LLC) | First lien senior secured revolving loan | 1,324 | 2,650 | |||||||||||||||||
Quva Pharma, Inc. | First lien senior secured revolving loan | 2,240 | 4,000 | |||||||||||||||||
Reef Global Acquisition LLC (fka Cheese Acquisition, LLC) | First lien senior secured revolving loan | — | 5,377 | |||||||||||||||||
Refresh Parent Holdings, Inc. | First lien senior secured delayed draw term loan | — | 797 | |||||||||||||||||
Refresh Parent Holdings, Inc. | First lien senior secured revolving loan | — | 6,897 |
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Portfolio Company | Investment | September 30, 2022 | December 31, 2021 | |||||||||||||||||
Relativity ODA LLC | First lien senior secured revolving loan | 7,333 | 7,333 | |||||||||||||||||
SailPoint Technologies Holdings, Inc. | First lien senior secured revolving loan | 4,358 | — | |||||||||||||||||
Securonix, Inc. | First lien senior secured revolving loan | 153 | — | |||||||||||||||||
SimpliSafe Holding Corporation | First lien senior secured delayed draw term loan | 772 | — | |||||||||||||||||
Smarsh Inc. | First lien senior secured delayed draw term loan | 190 | — | |||||||||||||||||
Smarsh Inc. | First lien senior secured revolving loan | 48 | — | |||||||||||||||||
Sonny's Enterprises LLC | First lien senior secured revolving loan | 17,969 | 15,402 | |||||||||||||||||
Spotless Brands, LLC | First lien senior secured delayed draw term loan | 5,637 | — | |||||||||||||||||
Spotless Brands, LLC | First lien senior secured revolving loan | 360 | — | |||||||||||||||||
SWK BUYER, Inc. (dba Stonewall Kitchen) | First lien senior secured delayed draw term loan | 175 | — | |||||||||||||||||
SWK BUYER, Inc. (dba Stonewall Kitchen) | First lien senior secured revolving loan | 17 | — | |||||||||||||||||
Swipe Acquisition Corporation (dba PLI) | First lien senior secured delayed draw term loan | 6,228 | 10,230 | |||||||||||||||||
Swipe Acquisition Corporation (dba PLI) | Letter of Credit | 7,118 | 7,118 | |||||||||||||||||
Tahoe Finco, LLC | First lien senior secured revolving loan | 9,244 | 9,244 | |||||||||||||||||
TC Holdings, LLC (dba TrialCard) | First lien senior secured revolving loan | — | 7,685 | |||||||||||||||||
Tamarack Intermediate, L.L.C. (dba Verisk 3E) | First lien senior secured revolving loan | 141 | — | |||||||||||||||||
Tempo Buyer Corp. (dba Global Claims Services) | First lien senior secured delayed draw term loan | 308 | 308 | |||||||||||||||||
Tempo Buyer Corp. (dba Global Claims Services) | First lien senior secured revolving loan | 145 | 154 | |||||||||||||||||
The Shade Store, LLC | First lien senior secured revolving loan | 909 | 909 | |||||||||||||||||
THG Acquisition, LLC (dba Hilb) | First lien senior secured revolving loan | 8,608 | 8,608 | |||||||||||||||||
The NPD Group, L.P. | First lien senior secured revolving loan | 1,510 | — | |||||||||||||||||
Thunder Purchaser, Inc. (dba Vector Solutions) | First lien senior secured delayed draw term loan | 7,018 | 10,965 | |||||||||||||||||
Thunder Purchaser, Inc. (dba Vector Solutions) | First lien senior secured revolving loan | 2,522 | 3,838 | |||||||||||||||||
Troon Golf, L.L.C. | First lien senior secured revolving loan | 21,622 | 21,621 | |||||||||||||||||
Ultimate Baked Goods Midco, LLC | First lien senior secured revolving loan | 2,984 | 4,724 | |||||||||||||||||
Unified Women's Healthcare, LP | First lien senior secured delayed draw term loan | 55 | — | |||||||||||||||||
Unified Women's Healthcare, LP | First lien senior secured revolving loan | 88 | — | |||||||||||||||||
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) | First lien senior secured revolving loan | 4,239 | 4,168 | |||||||||||||||||
Valence Surface Technologies LLC | First lien senior secured revolving loan | 49 | 49 | |||||||||||||||||
Velocity HoldCo III Inc. (dba VelocityEHS) | First lien senior secured revolving loan | 1,340 | 1,340 | |||||||||||||||||
When I Work, Inc. | First lien senior secured revolving loan | 925 | 925 | |||||||||||||||||
Wingspire Capital Holdings LLC | LLC Interest | $ | 45,855 | $ | 51,962 | |||||||||||||||
WU Holdco, Inc. (dba Weiman Products, LLC) | First lien senior secured delayed draw term loan | $ | — | $ | 14,829 | |||||||||||||||
WU Holdco, Inc. (dba Weiman Products, LLC) | First lien senior secured revolving loan | $ | 9,219 | $ | 13,444 | |||||||||||||||
Total Unfunded Portfolio Company Commitments | $ | 970,580 | $ | 963,808 |
As of September 30, 2022, the Company believed they had adequate financial resources to satisfy the unfunded portfolio company commitments.
Other Commitments and Contingencies
On November 3, 2020, the Board approved the 2020 Repurchase Program (the “2020 Repurchase Program”) under which the Company may repurchase up to $100 million of the Company’s outstanding common stock. Under the 2020 Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. Unless extended by the Board, the 2020 Repurchase Program will terminate 12-months from the date
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it was approved. On November 2, 2021, the Board approved an extension to the 2020 Repurchase Program for an additional 12-months. As of September 30, 2022, Goldman Sachs & Co., as agent, has repurchased 944,076 shares of the Company’s common stock pursuant to the 2020 Repurchase Program for approximately $12.6 million.
From time to time, the Company may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2022, management was not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Note 8. Net Assets
Equity Issuances
The Company has the authority to issue 500,000,000 common shares at $0.01 per share par value.
There were no sales of the Company’s common stock during the nine months ended September 30, 2022 and 2021.
Distributions
The following table reflects the distributions declared on shares of the Company’s common stock during the
nine months ended September 30, 2022:
September 30, 2022 | ||||||||||||||||||||
Date Declared | Record Date | Payment Date | Distribution per Share | |||||||||||||||||
August 2, 2022 | September 30, 2022 | November 15, 2022 | $ | 0.31 | ||||||||||||||||
May 3, 2022 | June 30, 2022 | August 15, 2022 | $ | 0.31 | ||||||||||||||||
February 23, 2022 | March 31, 2022 | May 13, 2022 | $ | 0.31 |
The following table reflects the distributions declared on shares of the Company’s common stock during the nine months ended September 30, 2021:
September 30, 2021 | ||||||||||||||||||||
Date Declared | Record Date | Payment Date | Distribution per Share | |||||||||||||||||
August 3, 2021 | September 30, 2021 | November 15, 2021 | $ | 0.31 | ||||||||||||||||
May 5, 2021 | June 30, 2021 | August 13, 2021 | $ | 0.31 | ||||||||||||||||
February 23, 2021 | March 31, 2021 | May 14, 2021 | $ | 0.31 |
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 the Company’s common stock rather than receiving cash distributions. 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). 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.
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The following table reflects the shares distributed pursuant to the dividend reinvestment plan during the nine months ended September 30, 2022:
Date Declared | Record Date | Payment Date | Shares | ||||||||||||||||||||
May 3, 2022 | June 30, 2022 | August 15, 2022 | 886,113 | (1) | |||||||||||||||||||
February 23, 2022 | March 31, 2022 | May 15, 2022 | 830,764 | (1) | |||||||||||||||||||
November 2, 2021 | December 31, 2021 | January 31, 2022 | 814,084 |
(1)Shares purchased in the open market in order to satisfy dividends reinvested under our dividend reinvestment program.
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2021:
Date Declared | Record Date | Payment Date | Shares | |||||||||||||||||
May 5, 2021 | June 30, 2021 | August 13, 2021 | 935,064 | |||||||||||||||||
February 23, 2021 | March 31, 2021 | May 14, 2021 | 815,703 | |||||||||||||||||
November 4, 2020 | December 31, 2020 | January 19, 2021 | 1,435,099 |
2020 Stock Repurchase Program
On November 3, 2020, the Board approved the 2020 Repurchase Program under which the Company may repurchase up to $100 million of the Company’s outstanding common stock. Under the 2020 Repurchase Program program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. Unless extended by the Board, the 2020 Repurchase Program will terminate 12-months from the date it was approved. On November 2, 2021, the Board approved an extension to the 2020 Repurchase Program for an additional 12-months. As of September 30, 2022, Goldman Sachs & Co., as agent, has repurchased 944,076 shares of the Company’s common stock pursuant to the 2020 Repurchase Program for approximately $12.6 million.
The following provides information regarding purchases of the Company’s common stock by Goldman Sachs & Co., as agent, pursuant to the 2020 Repurchase Program. For the period ended September 30, 2021, there were no repurchases under the 2020 Repurchase Program. For the period ended September 30, 2022, repurchases under the 2020 Repurchase Program were as follows:
Period ($ 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, 2022 - January 31, 2022 | — | $ | — | $ | — | $ | 97.4 | |||||||||||||||||||
February 1, 2022 - February 28, 2022 | — | $ | — | — | 97.4 | |||||||||||||||||||||
March 1, 2022 - March 31, 2022 | — | $ | — | — | 97.4 | |||||||||||||||||||||
April 1, 2022 - April 30, 2022 | — | $ | — | — | 97.4 | |||||||||||||||||||||
May 1, 2022 - May 31, 2022 | 757,926 | $ | 13.21 | 10.0 | 87.4 | |||||||||||||||||||||
June 1, 2022 - June 30, 2022 | — | $ | — | — | 87.4 | |||||||||||||||||||||
July 1, 2022 - July 31, 2022 | — | $ | — | — | 87.4 | |||||||||||||||||||||
August 1, 2022 - August 31, 2022 | — | $ | — | — | 87.4 | |||||||||||||||||||||
September 1, 2022 - September 30, 2022 | — | $ | — | — | 87.4 | |||||||||||||||||||||
Total | 757,926 | 10.0 |
Note 9. Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per common share for the three and nine months ended September 30, 2022 and 2021:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||
($ in thousands, except per share amounts) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
Increase (decrease) in net assets resulting from operations | $ | 265,427 | $ | 142,851 | $ | 274,465 | $ | 450,876 | ||||||||||||||||||
Weighted average shares of common stock outstanding—basic and diluted | 393,823,013 | 392,715,513 | 394,103,935 | 391,893,306 | ||||||||||||||||||||||
Earnings per common share-basic and diluted | $ | 0.67 | $ | 0.36 | $ | 0.70 | $ | 1.15 |
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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 and nine months ended September 30, 2022, the Company recorded U.S. federal income tax expense/(benefit) of $1.6 million and $4.0 million, respectively, including no U.S. federal excise tax expense/(benefit). For the three and nine months ended September 30, 2021, the Company recorded U.S. federal income tax expense/(benefit) of $1.7 million and $3.0 million, respectively, including no U.S. federal excise tax expense/(benefit) for the three months ended September 30, 2021 and $21.6 thousand for the nine months ended September 30, 2021.
Taxable Subsidiaries
Certain of the Company’s consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and nine months ended September 30, 2022, the Company recorded a net tax expense of approximately $1.6 million and $4.0 million for taxable subsidiaries, respectively. For the three and nine months ended September 30, 2021, the Company recorded a net tax expense of approximately $1.7 million and $3.0 million for taxable subsidiaries, respectively.
The Company recorded a net deferred tax liability of $12.0 million and $12.0 million as of September 30, 2022 and December 31, 2021, respectively, for taxable subsidiaries, which is significantly related to GAAP to tax outside basis differences in the taxable subsidiaries' investment in certain partnership interests.
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Note 11. Financial Highlights
The following are the financial highlights for a common share outstanding during the nine months ended September 30, 2022 and 2021:
For the Nine Months Ended September 30, | ||||||||||||||
($ in thousands, except share and per share amounts) | 2022 | 2021 | ||||||||||||
Per share data: | ||||||||||||||
Net asset value, beginning of period | $ | 15.08 | $ | 14.74 | ||||||||||
Net investment income(1) | 1.00 | 0.90 | ||||||||||||
Net realized and unrealized gain (loss) | (0.30) | 0.24 | ||||||||||||
Total from operations | 0.70 | 1.14 | ||||||||||||
Repurchase of common shares(2) | — | — | ||||||||||||
Distributions declared from earnings(2) | (0.93) | (0.93) | ||||||||||||
Total increase (decrease) in net assets | (0.23) | 0.21 | ||||||||||||
Net asset value, end of period | 14.85 | 14.95 | ||||||||||||
Shares outstanding, end of period | 393,823,013 | 393,152,554 | ||||||||||||
Per share market value at end of period | 10.37 | 14.12 | ||||||||||||
Total Return, based on market value(3) | (21.1) | % | 18.9 | % | ||||||||||
Total Return, based on net asset value(4) | 5.2 | % | 7.9 | % | ||||||||||
Ratios / Supplemental Data(5) | ||||||||||||||
Ratio of total expenses to average net assets(6) | 10.4 | % | 8.9 | % | ||||||||||
Ratio of net investment income to average net assets | 9.0 | % | 8.1 | % | ||||||||||
Net assets, end of period | 5,847,788 | 5,876,992 | ||||||||||||
Weighted-average shares outstanding | 394,103,935 | 391,893,306 | ||||||||||||
Total capital commitments, end of period | N/A | N/A | ||||||||||||
Ratio of total contributed capital to total committed capital, end of period | N/A | N/A | ||||||||||||
Portfolio turnover rate | 10.1 | % | 34.0 | % |
_______________
(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)The ratios reflect an annualized amount.
Note 12. Subsequent Events
In preparing these financial statements, the Company has evaluated events and transactions for potential recognition or disclosure through the date of issuance. There are no subsequent events to disclose except for the following:
On October 3, 2022, ORCC Financing IV LLC executed a Termination Letter terminating SPV Facility IV and the related loan documents. On such date, ORCC Financing IV LLC repaid all outstanding obligations under SPV Facility IV (and related loan documents) and the related security interests, liens and pledges in favor of the collateral agent or any other secured party securing such obligations were released and discharged.
On November 1, 2022, the Board declared a fourth quarter dividend of $0.33 per share for stockholders of record as of December 30, 2022, payable on or before January 13, 2023 and a third quarter supplemental dividend of $0.03 per share for stockholders of record as of November 30, 2022, payable on or before December 15, 2022.
On November 1, 2022, the Board approved the 2022 Repurchase Program under which the Company may repurchase up to $150 million of the Company's common stock. Under the 2022 Repurchase Program, purchases may be made at management's discretion from time to time in open-market transactions, including pursuant to trading plans with investment banks pursuant to Rule
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10b5-1 of the Exchange Act, in accordance with all applicable rules and regulations. Unless extended by the Board, the 2022 Repurchase Program will terminate 18-months from the date it was approved.
On November 2, 2022, the 2020 Repurchase Program ended in accordance with its terms.
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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, 2021 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 U.S. Securities and Exchange Commission (the “SEC”) as an investment adviser under the Investment Advisers Act of 1940, as amended (the "Advisers Act"), an indirect subsidiary of Blue Owl Capital Inc. ("Blue Owl") (NYSE: OWL) and part of Owl Rock, a division of Blue Owl focused on direct lending. 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.
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.
The Adviser also serves as investment adviser to Owl Rock Capital Corporation II and Owl Rock Core Income Corp.
Blue Owl consists of three divisions: (1) Owl Rock, which focuses on direct lending, (2) Dyal, which focuses on providing capital to institutional alternative asset managers and (3) Oak Street, which focuses on real estate strategies. Owl Rock is comprised of the Adviser, Owl Rock Technology Advisors LLC (“ORTA”), Owl Rock Technology Advisors II LLC ("ORTA II"), Owl Rock Capital Private Fund Advisors LLC (“ORPFA”), and Owl Rock Diversified Advisors LLC (“ORDA” and together with the Adviser, ORTA, ORTA II, ORPFA, and ORDA, the "Owl Rock Advisers"), which also are investment advisers. As of September 30, 2022, the Adviser and its affiliates had $65.7 billion of assets under management across the Owl Rock division of Blue Owl.
The management of our investment portfolio is the responsibility of the Adviser and the Investment Committee. We consider these individuals to be our portfolio managers. The Investment Team, is led by Douglas I. Ostrover, Marc S. Lipschultz and Craig W. Packer and is supported by certain members of the Adviser's senior executive team and the Investment Committee. The Investment Team, under the Investment Committee's supervision, sources investment opportunities, conducts research, performs due diligence on potential investments, structures our investments and will monitor our portfolio companies on an ongoing basis. The Investment Committee is comprised of Douglas I. Ostrover, Marc S. Lipschultz, Craig W. Packer, Alexis Maged and Jeff Walwyn. The Investment Committee meets regularly to consider our investments, direct our strategic initiatives and supervise the actions taken by the Adviser on our behalf. In addition, the Investment Committee reviews and determines whether to make prospective investments (including approving parameters or guidelines pursuant to which investments in broadly syndicated loans may be bought and sold), structures financings and monitors the performance of the investment portfolio. Each investment opportunity requires the approval of a majority of the Investment Committee. Follow-on investments in existing portfolio companies may require the Investment Committee's approval beyond that obtained when the initial investment in the portfolio company was made. In addition, temporary investments, such as those in cash equivalents, U.S. government securities and other high quality debt investments that mature in one year or less, may require approval by the Investment Committee. The compensation packages of certain Investment Committee members from the Adviser include various combinations of discretionary bonuses and variable incentive compensation based primarily on performance for services provided and may include shares of Blue Owl.
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 an order for exemptive relief (the “Order”) by the SEC to permit us to co-invest with other funds managed by our Adviser or certain of its affiliates, in a manner consistent with our investment objective, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors. Pursuant to the Order, we generally are permitted to co-
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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, (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 and (4) the proposed investment by us would not benefit our Adviser or its affiliates or any affiliated person of any of them (other than the parties to the transaction), except to the extent permitted by the exemptive relief and applicable law, including the limitations set forth in Section 57(k) of the 1940 Act.
In addition, we received an amendment to the Order to permit us to continue to co-invest in our existing portfolio companies with certain affiliates that are private funds if such private funds did not have an investment in such existing portfolio company.
The Owl Rock Advisers’ investment 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 Order, there could be significant overlap in our investment portfolio and the investment portfolio of the Owl Rock Clients and/or other funds managed by the Adviser or its affiliates that could avail themselves of the exemptive relief and that have an investment objective similar to ours.
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. From time to time we may form wholly-owned subsidiaries to facilitate our normal course of business.
Certain consolidated subsidiaries of ours are subject to U.S. federal and state corporate-level income taxes.
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:
•the requirement to invest at least 70% of our assets in “qualifying assets”, as such term is defined in the 1940 Act;
•source of income limitations;
•asset diversification requirements; and
•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.
Economic Developments and COVID-19
We have observed and continue to observe supply chain interruptions, significant labor and resource shortages, commodity inflation, rapidly rising interest rates, economic sanctions as a result of the ongoing war between Russia and Ukraine and elements of geopolitical, economic and financial market instability in the United States, the United Kingdom, the European Union and China. One or more of these factors may contribute to increased market volatility, may have long term effects in the United States and worldwide financial markets, and may cause economic uncertainties or deterioration in the United States and worldwide. Additionally, in the event that the U.S. economy enters into a protracted recession, it is possible that the results of some of the middle-market companies similar to those in which we invest could experience deterioration. While we are not seeing signs of an overall, broad deterioration in our results or those of our portfolio companies at this time, there can be no assurance that the performance of certain of our portfolio companies will not be negatively impacted by economic conditions, which could have a negative impact on our future results.
Over two years after COVID-19 was recognized as a pandemic by the World Health Organization, its continued persistence in the United States and worldwide and the magnitude of the economic impact of the outbreak continue to create an uncertain environment in which we and our portfolio companies operate. The preventative measures taken to contain or mitigate the spread of COVID-19 have caused, and may in the future cause, business shutdowns, cancellations of events and travel and other disruptions. We have built our portfolio management team to include workout experts and continue to closely monitor our portfolio companies on a quarterly basis and understand and mitigate issues. We are unable to predict the duration of any business and supply-chain disruptions or labor and resource shortages, the extent to which COVID-19 or economic conditions will negatively affect our portfolio companies’ operating results or the impact that such disruptions may have on our results of operations and financial condition.
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 September 30, 2022, our Adviser and its affiliates have originated $69.4 billion aggregate principal amount of investments, of which $65.9 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 participate in transactions sponsored by what we believe to be high-quality private equity and venture capital firms capable of providing both operational and financial
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resources. 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, broadly syndicated loans and, to a lesser extent, investments in equity and equity-related securities including warrants, preferred stock and similar forms of senior equity. Our equity investments are typically not control-oriented investments and we may structure such equity investments to include provisions protecting our rights as a minority-interest holder.
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 generally seek to invest in companies with a loan-to-value ratio of 50% or below.
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, which we may hold directly or through special purpose vehicles. In addition, we may invest a portion of our portfolio in opportunistic investments and broadly syndicated loans, which will not be our primary focus, but will be intended to enhance returns to our shareholders and from time to time, we may evaluate and enter into strategic portfolio transactions which may result in additional portfolio companies which we are considered to control. These investments may include high-yield bonds and broadly-syndicated loans, including publicly traded debt instruments, which are typically originated and structured by banks on behalf of large corporate borrowers with employee counts, revenues, EBITDAs and enterprise values larger than the middle market characteristics described above. 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.
We target portfolio companies where we can structure larger transactions. As of September 30, 2022, our average debt investment size in each of our portfolio companies was approximately $68.4 million based on fair value. As of September 30, 2022, our portfolio companies, excluding the investment in ORCC SLF and certain investments that fall outside of our typical borrower profile and represent 82.3% of our total debt portfolio based on fair value, had weighted average annual revenue of $737 million, weighted average annual EBITDA of $159 million and an average interest coverage of 2.5x.
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”.
A majority of our new investments are indexed to SOFR; however we have material contracts that are indexed to USD-LIBOR and are monitoring this activity, evaluating the related risks and our exposure, and adding alternative language to contracts, where necessary. Certain contracts have an orderly market transition already in process. However, it is not possible to predict the effect of any of these developments, and any future initiatives to regulate, reform or change the manner of administration of LIBOR could result in adverse consequences to the rate of interest payable and receivable on, market value of and market liquidity for LIBOR-based financial instruments.
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.
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Revenues
We generate revenues primarily in the form of interest income from the investments we hold. In addition, we 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 September 30, 2022, 98.3% 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”), the Secured Overnight Financing Rate ("SOFR") and any alternative reference rates 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. generally accepted accounting principles ("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, since the expiration of the incentive fee waiver on October 18, 2020, the incentive fee, expenses reimbursable under the Administration Agreement and Investment Advisory Agreement, legal and professional fees, interest and other debt expenses and other operating expenses. 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:
•the cost of our organization and offerings;
•the cost of calculating our net asset value, including the cost of any third-party valuation services;
•the cost of effecting any sales and repurchases of our common stock and other securities;
•fees and expenses payable under any dealer manager agreements, if any;
•debt service and other costs of borrowings or other financing arrangements;
•costs of hedging;
•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;
•transfer agent and custodial fees;
•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;
•federal, state and local taxes;
•independent directors’ fees and expenses including certain travel expenses;
•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;
•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;
•commissions and other compensation payable to brokers or dealers;
•research and market data;
•fidelity bond, directors’ and officers’ errors and omissions liability insurance and other insurance premiums;
•direct costs and expenses of administration, including printing, mailing, long distance telephone and staff;
•fees and expenses associated with independent audits, outside legal and consulting costs;
•costs of winding up;
•costs incurred in connection with the formation or maintenance of entities or vehicles to hold our assets for tax or other purposes;
•extraordinary expenses (such as litigation or indemnification); and
•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% or 150%, if certain requirements are met. This means that generally, $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). 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 June 8, 2020, we received 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. As a result, effective on June 9, 2020, our asset coverage requirement applicable to senior securities was reduced from 200% to 150%. Our current target leverage ratio is 0.90x-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.
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.
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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 broadly, estimated by Preqin Ltd., an alternative assets industry data and research company, to be $1.7 trillion as of January 2022, 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 mid-year 2022 Middle Market Indicator, there are approximately 200,000 U.S. middle market companies, which have approximately 48 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, lenders with available capital may be able to take advantage of attractive investment opportunities as the economy reopens 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. 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.
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Portfolio and Investment Activity
As of September 30, 2022, based on fair value, our portfolio consisted of 72.2% first lien senior secured debt investments (of which 69% we consider to be unitranche debt investments (including “last out” portions of such loans)), 14.4% second lien senior secured debt investments, 1.8% unsecured debt investments, 2.6% preferred equity investments, 6.6% common equity investments and 2.4% investment funds and vehicles.
As of September 30, 2022, our weighted average total yield of the portfolio at fair value and amortized cost was 10.0% and 10.0%, respectively, and our weighted average yield of accruing debt and income producing securities at fair value and amortized cost was 10.2% and 10.2%, respectively(1). As of September 30, 2022, the weighted average spread of total debt investments was 6.7%
As of September 30, 2022, we had investments in 180 portfolio companies with an aggregate fair value of $12.8 billion. As of September 30, 2022 we had net leverage of 1.18x debt-to-equity.
We expect the pace of our originations to vary with the pace of repayments. In periods with lower repayment volume, the pace of our originations is expected to slow. Currently, rapidly rising interest rates, reduced refinancing activity and market uncertainty has led to a decline in merger and acquisitions activity which in turn has led to decreased repayments and originations over the quarter. Although the pace of originations has slowed, we continue to focus on investing in recession resistant industries that we are familiar with, including service oriented sectors such as software, insurance, and healthcare, and the credit quality of our portfolio remains consistent. The majority of our investments are supported by sophisticated financial sponsors who provide operational and financial resources. In addition, the current lending environment is favorable to direct lenders and Owl Rock continues to have the opportunity to invest in large unitranche transactions in excess of $1 billion in size which gives us the ability to structure the terms and spreads of such deals to include wider spreads, lower loan to values, extended call protection, attractive leverage profiles and credit protections.
We also continue to invest in specialty financing portfolio companies, including Wingspire, ORCC SLF, Amergin, and Chapford SMA. These companies may use our capital to support acquisitions which could continue to lead to increased dividend income. See "Specialty Financing Portfolio Companies."
We are continuing to monitor the effect that market volatility, including as a result of a rising interest rate environment may have on our portfolio companies and our investment activities. We believe that the rapid rise in interest rates will meaningfully benefit our net investment income as we begin to see the impact of interest rates exceeding our interest rate floors. We believe that the rapid rise in interest rates will meaningfully benefit our net investment income as we continue to see the impact of interest rates exceeding our interest rate floors. For example, based on interest rate elections in effect as of September 30, 2022, the average base rate on our floating rate debt investments is approximately 3% and could increase further as interest contracts reset throughout the three months ended December 31, 2022.
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(1)Refer to footnote (1) of our weighted average yields and interest rates table for more information on our calculation of weighted average yields.
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Our investment activity for the three months ended September 30, 2022 and 2021 is presented below (information presented herein is at par value unless otherwise indicated).
Three Months Ended September 30, | ||||||||||||||
($ in thousands) | 2022 | 2021 | ||||||||||||
New investment commitments | ||||||||||||||
Gross originations | $ | 427,436 | $ | 3,257,404 | ||||||||||
Less: Sell downs | — | (463,419) | ||||||||||||
Total new investment commitments | $ | 427,436 | $ | 2,793,985 | ||||||||||
Principal amount of investments funded: | ||||||||||||||
First-lien senior secured debt investments | $ | 230,494 | $ | 2,154,036 | ||||||||||
Second-lien senior secured debt investments | — | 71,000 | ||||||||||||
Unsecured debt investments | — | — | ||||||||||||
Preferred equity investments | 24,716 | 975 | ||||||||||||
Common equity investments | 17,047 | 8,820 | ||||||||||||
Investment funds and vehicles | 31,500 | 57,750 | ||||||||||||
Total principal amount of investments funded | $ | 303,757 | $ | 2,292,581 | ||||||||||
Principal amount of investments sold or repaid: | ||||||||||||||
First-lien senior secured debt investments | $ | (206,828) | $ | (1,815,765) | ||||||||||
Second-lien senior secured debt investments | — | (278,613) | ||||||||||||
Unsecured debt investments | (22,433) | — | ||||||||||||
Preferred equity investments | — | — | ||||||||||||
Common equity investments | — | — | ||||||||||||
Investment funds and vehicles | — | — | ||||||||||||
Total principal amount of investments sold or repaid | $ | (229,261) | $ | (2,094,378) | ||||||||||
Number of new investment commitments in new portfolio companies(1) | 13 | 21 | ||||||||||||
Average new investment commitment amount | $ | 25,296 | $ | 104,913 | ||||||||||
Weighted average term for new debt investment commitments (in years) | 6.0 | 5.7 | ||||||||||||
Percentage of new debt investment commitments at floating rates | 80.8 | % | 100.0 | % | ||||||||||
Percentage of new debt investment commitments at fixed rates | 19.2 | % | — | % | ||||||||||
Weighted average interest rate of new debt investment commitments(2)(3) | 10.5 | % | 7.1 | % | ||||||||||
Weighted average spread over applicable base rate of new floating rate debt investment commitments | 6.3 | % | 6.2 | % |
______________
(1)Number of new investment commitments represents commitments to a particular portfolio company.
(2)For the three months ended September 30, 2021, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month LIBOR, which was 0.13% as of September 30, 2021.
(3)For the three months ended September 30, 2022, assumes each floating rate commitment is subject to the greater of the interest rate floor (if applicable) or 3-month SOFR, which was 3.59% as of September 30, 2022.
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As of September 30, 2022 and December 31, 2021, our investments consisted of the following:
September 30, 2022 | December 31, 2021 | |||||||||||||||||||||||||
($ in thousands) | Amortized Cost | Fair Value | Amortized Cost | Fair Value | ||||||||||||||||||||||
First-lien senior secured debt investments(3) | $ | 9,367,994 | $ | 9,264,249 | $ | 9,548,096 | $ | 9,539,774 | ||||||||||||||||||
Second-lien senior secured debt investments | 1,930,111 | 1,846,431 | 1,919,453 | 1,921,447 | ||||||||||||||||||||||
Unsecured debt investments | 277,375 | 237,375 | 197,198 | 196,485 | ||||||||||||||||||||||
Preferred equity investments | 340,145 | 329,451 | 256,630 | 260,869 | ||||||||||||||||||||||
Common equity investments(1) | 671,145 | 844,502 | 477,462 | 576,004 | ||||||||||||||||||||||
Investment funds and vehicles(2) | 345,089 | 313,910 | 249,714 | 247,061 | ||||||||||||||||||||||
Total Investments | $ | 12,931,859 | $ | 12,835,918 | $ | 12,648,553 | $ | 12,741,640 |
______________
(1)Includes investment in Wingspire, Amergin, and Chapford SMA.
(2)Includes investment in ORCC SLF.
(3)69% and 55% of which we consider unitranche loans as of September 30, 2022 and December 31, 2021, respectively.
The table below describes investments by industry composition based on fair value as of September 30, 2022 and December 31, 2021:
September 30, 2022 | December 31, 2021 | ||||||||||||||||
Advertising and media | 1.5 | % | 0.9 | % | |||||||||||||
Aerospace and defense | 2.8 | 2.9 | |||||||||||||||
Automotive | 1.5 | 1.5 | |||||||||||||||
Buildings and real estate | 3.7 | 5.4 | |||||||||||||||
Business services | 2.9 | 3.3 | |||||||||||||||
Chemicals | 2.3 | 2.3 | |||||||||||||||
Consumer products | 4.0 | 4.0 | |||||||||||||||
Containers and packaging | 1.3 | 1.3 | |||||||||||||||
Distribution | 4.2 | 4.4 | |||||||||||||||
Education | 1.0 | 1.0 | |||||||||||||||
Financial services(1) | 9.8 | 8.4 | |||||||||||||||
Food and beverage | 6.8 | 6.2 | |||||||||||||||
Healthcare equipment and services | 3.8 | 4.2 | |||||||||||||||
Healthcare providers and services | 4.5 | 7.1 | |||||||||||||||
Healthcare technology | 4.6 | 4.6 | |||||||||||||||
Household products | 2.2 | 1.8 | |||||||||||||||
Human resource support services | 1.5 | 1.6 | |||||||||||||||
Infrastructure and environmental services | 1.4 | 1.5 | |||||||||||||||
Insurance(3) | 8.7 | 8.8 | |||||||||||||||
Internet software and services | 12.7 | 11.3 | |||||||||||||||
Investment funds and vehicles(2) | 2.4 | 1.9 | |||||||||||||||
Leisure and entertainment | 2.2 | 2.2 | |||||||||||||||
Manufacturing | 5.8 | 5.7 | |||||||||||||||
Oil and gas | 0.9 | 0.9 | |||||||||||||||
Professional services | 3.5 | 3.0 | |||||||||||||||
Specialty retail | 2.3 | 2.0 | |||||||||||||||
Transportation | 1.7 | 1.8 | |||||||||||||||
Total | 100.0 | % | 100.0 | % |
______________
(1)Includes investment in Wingspire and Amergin.
(2)Includes investment in ORCC SLF.
(3)Includes equity investment in Chapford SMA.
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The table below describes investments by geographic composition based on fair value as of September 30, 2022 and December 31, 2021:
September 30, 2022 | December 31, 2021 | ||||||||||||||||
United States: | |||||||||||||||||
Midwest | 18.5 | % | 17.0 | % | |||||||||||||
Northeast | 19.8 | 19.7 | |||||||||||||||
South | 34.6 | 38.2 | |||||||||||||||
West | 20.2 | 18.6 | |||||||||||||||
International | 6.9 | 6.5 | |||||||||||||||
Total | 100.0 | % | 100.0 | % |
The weighted average yields and interest rates of our investments at fair value as of September 30, 2022 and December 31, 2021 were as follows:
September 30, 2022 | December 31, 2021 | ||||||||||||||||
Weighted average total yield of portfolio(1) | 10.0 | % | 7.7 | % | |||||||||||||
Weighted average total yield of debt and income producing securities(1) | 10.2 | % | 7.9 | % | |||||||||||||
Weighted average interest rate of debt securities | 9.7 | % | 7.4 | % | |||||||||||||
Weighted average spread over base rate of all floating rate investments | 6.7 | % | 6.5 | % |
______________
(1)For non-stated rate income producing investments, computed based on (a) the dividend or interest income earned for the respective trailing twelve months ended on the measurement date, divided by (b) the ending fair value. In instances where historical dividend or interest income data is not available or not representative for the trailing twelve months ended, the dividend or interest income is annualized.
The weighted average yield of our accruing 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
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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 September 30, 2022 and December 31, 2021:
September 30, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||
Investment Rating | Investments at Fair Value | Percentage of Total Portfolio | Investments at Fair Value | Percentage of Total Portfolio | |||||||||||||||||||||||||
($ in thousands) | |||||||||||||||||||||||||||||
1 | $ | 1,562,803 | 12.2 | % | $ | 1,486,521 | 11.7 | % | |||||||||||||||||||||
2 | 9,899,370 | 77.1 | 9,989,520 | 78.4 | |||||||||||||||||||||||||
3 | 1,303,697 | 10.1 | 1,249,149 | 9.8 | |||||||||||||||||||||||||
4 | 59,035 | 0.5 | 16,450 | 0.1 | |||||||||||||||||||||||||
5 | 11,013 | 0.1 | — | — | |||||||||||||||||||||||||
Total | $ | 12,835,918 | 100.0 | % | $ | 12,741,640 | 100.0 | % |
The following table shows the amortized cost of our performing and non-accrual debt investments as of September 30, 2022 and December 31, 2021:
September 30, 2022 | December 31, 2021 | ||||||||||||||||||||||||||||
($ in thousands) | Amortized Cost | Percentage | Amortized Cost | Percentage | |||||||||||||||||||||||||
Performing | $ | 11,464,937 | 99.0 | % | $ | 11,637,373 | 99.8 | % | |||||||||||||||||||||
Non-accrual | 110,543 | 1.0 | 27,374 | 0.2 | |||||||||||||||||||||||||
Total | $ | 11,575,480 | 100.0 | % | $ | 11,664,747 | 100.0 | % |
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.
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Specialty Financing Portfolio Companies
Wingspire
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. We committed $50 million to Wingspire on September 24, 2019, and subsequently increased our commitment to $100 million on March 25, 2020, to $150 million on July 31, 2020, to $200 million on March 8, 2021, to $250 million on August 19, 2021, to $350 million on February 28, 2022 and again to $400 million on May 21, 2022.
Amergin
Amergin was created to invest in a leasing platform focused on railcar and aviation assets. Amergin consists
of Amergin AssetCo and Amergin Asset Management LLC, which has entered into a Servicing Agreement with Amergin AssetCo. We made a $90.0 million equity commitment to Amergin AssetCo on July 1, 2022. Our investment in Amergin is a co-investment made with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC. We do not consolidate our equity interest in Amergin AssetCo.
Chapford SMA
Chapford SMA is a portfolio company created to invest in life settlement assets. On July 18, 2022, we made a $15.9 million equity commitment to Chapford SMA. Our investment in Chapford SMA is a co-investment with our affiliates in accordance with the terms of the exemptive relief that we received from the SEC.
ORCC Senior Loan Fund (fka Sebago Lake LLC)
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)(“ORCC SLF”), 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. ORCC SLF’s principal purpose is to make investments, primarily in senior secured loans that are made to middle-market companies or in broadly syndicated loans. Through June 30, 2021, both we and Regents (the “Initial Members”) had a 50% economic ownership in ORCC SLF. Each of the Initial Members initially agreed to contribute up to $100 million to ORCC SLF. On July 26, 2018, each of the Initial Members increased their contribution to ORCC SLF up to an aggregate of $125 million. Effective as of June 30, 2021, capital commitments to ORCC SLF were increased to an aggregate of $371.5 million. In connection with this change, we increased our economic ownership interest to 87.5% from 50.0% and Regents transferred its remaining economic interest of 12.5% to Nationwide Life Insurance Company (“Nationwide” and together with us, the “Members” and each a “Member”). On July 26, 2022, we increased our capital commitments in ORCC SLF to an aggregate of $571.5 million. We increased our contribution pro rata from $325.1 million to $500.1 million. Nationwide increased its contribution pro rata from $46.4 million to $71.4 million. Our economic ownership interest remains 87.5%, and Nationwide’s economic ownership interest remains 12.5%. ORCC SLF is managed by the Members, each of which have equal voting rights. Investment decisions must be approved by each of the Members. Except under certain circumstances, contributions to ORCC SLF cannot be redeemed.
We have determined that ORCC SLF is an investment company under Accounting Standards Codification (“ASC”) 946, however, in accordance with such guidance, we will generally not consolidate our investment in a company other than a wholly owned investment company subsidiary or a controlled operating company whose business consists of providing services to us. Accordingly, we do not consolidate our non-controlling interest in ORCC SLF.
As of September 30, 2022 and December 31, 2021, ORCC SLF had total investments in senior secured debt at fair value of $981.8 million and $790.3 million, respectively. The determination of fair value is in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”), as amended; however, such fair value is not included in our Board’s valuation process. The following table is a summary of ORCC SLF’s portfolio as well as a listing of the portfolio investments in ORCC SLF’s portfolio as of September 30, 2022 and December 31, 2021:
($ in thousands) | September 30, 2022 | December 31, 2021 | ||||||||||||
Total senior secured debt investments(1) | $ | 1,030,851 | $ | 798,420 | ||||||||||
Weighted average spread over base rate(1) | 4.12 | % | 4.14 | % | ||||||||||
Number of portfolio companies | 54 | 38 | ||||||||||||
Largest funded investment to a single borrower(1) | 40,377 | 40,693 |
_______________
(1)At par.
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ORCC Senior Loan Fund's Portfolio as of September 30, 2022 ($ 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 + | 6.00% | 1/21/2025 | $ | 34,200 | $ | 34,028 | $ | 33,404 | 9.3 | % | |||||||||||||||||||||||||||||||||||
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(7)(13) | First lien senior secured revolving loan | L + | 5.50% | 1/21/2025 | 3,000 | 2,995 | 2,929 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
Bleriot US Bidco Inc.(7)(9) | First lien senior secured loan | L + | 4.00% | 10/30/2026 | 25,433 | 25,341 | 24,541 | 6.8 | % | ||||||||||||||||||||||||||||||||||||||
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(6) | First lien senior secured loan | L + | 3.50% | 4/6/2026 | 38,800 | 38,697 | 37,250 | 10.4 | % | ||||||||||||||||||||||||||||||||||||||
101,433 | 101,061 | 98,124 | 27.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Automotive | |||||||||||||||||||||||||||||||||||||||||||||||
Holley, Inc.(7)(9) | First lien senior secured loan | L + | 3.75% | 11/17/2028 | 23,255 | 23,109 | 21,090 | 5.9 | % | ||||||||||||||||||||||||||||||||||||||
Mavis Tire Express Services Topco Corp. (9)(14) | First lien senior secured loan | S + | 4.00% | 5/4/2028 | 2,933 | 2,912 | 2,744 | 0.8 | % | ||||||||||||||||||||||||||||||||||||||
PAI Holdco, Inc.(7) | First lien senior secured loan | L + | 3.75% | 10/28/2027 | 9,912 | 9,787 | 9,375 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
36,100 | 35,808 | 33,209 | 9.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Buildings and Real estate | |||||||||||||||||||||||||||||||||||||||||||||||
CoreLogic Inc. (6)(9) | First lien senior secured loan | L + | 3.50% | 6/2/2028 | 12,389 | 11,544 | 9,260 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
Wrench Group, LLC.(7) | First lien senior secured loan | L + | 4.00% | 4/30/2026 | 32,092 | 31,973 | 32,012 | 8.9 | % | ||||||||||||||||||||||||||||||||||||||
44,481 | 43,517 | 41,272 | 11.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Business Services | |||||||||||||||||||||||||||||||||||||||||||||||
Capstone Acquisition Holdings, Inc. (6) | First lien senior secured loan | L + | 4.75% | 11/12/2027 | 4,966 | 4,927 | 4,954 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||
Capstone Acquisition Holdings, Inc. (6)(10)(12) | First lien senior secured delayed draw term loan | L + | 4.75% | 5/12/2022 | 334 | 332 | 334 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
CoolSys, Inc.(6) | First lien senior secured loan | L + | 4.75% | 8/11/2028 | 13,932 | 13,813 | 11,738 | 3.3 | % | ||||||||||||||||||||||||||||||||||||||
CoolSys, Inc.(10)(11)(12)(13) | First lien senior secured delayed draw term loan | L + | 4.75% | 8/11/2023 | — | (20) | (382) | (0.1) | % | ||||||||||||||||||||||||||||||||||||||
ConnectWise, LLC(7)(9) | First lien senior secured loan | L + | 3.50% | 9/29/2028 | 16,873 | 16,799 | 15,734 | 4.4 | % | ||||||||||||||||||||||||||||||||||||||
LABL, Inc.(6) | First lien senior secured loan | L + | 5.00% | 10/29/2028 | 7,940 | 7,836 | 7,739 | 2.2 | % | ||||||||||||||||||||||||||||||||||||||
Packers Holdings, LLC(6)(9) | First lien senior secured loan | L + | 3.25% | 3/9/2028 | 21,119 | 20,715 | 19,336 | 5.4 | % | ||||||||||||||||||||||||||||||||||||||
65,164 | 64,402 | 59,453 | 16.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Chemicals | |||||||||||||||||||||||||||||||||||||||||||||||
Aruba Investments Holdings LLC (dba Angus Chemical Company)(6) | First lien senior secured loan | L + | 4.00% | 11/24/2027 | 15,915 | 15,550 | 14,622 | 4.1 | % | ||||||||||||||||||||||||||||||||||||||
Consumer Products | |||||||||||||||||||||||||||||||||||||||||||||||
Olaplex, Inc.(14) | First lien senior secured loan | S + | 3.75% | 2/23/2029 | 14,925 | 14,890 | 14,738 | 4.1 | % | ||||||||||||||||||||||||||||||||||||||
Containers and Packaging | |||||||||||||||||||||||||||||||||||||||||||||||
BW Holding, Inc.(15) | First lien senior secured loan | S + | 4.00% | 12/14/2028 | 12,227 | 11,994 | 12,013 | 3.3 | % | ||||||||||||||||||||||||||||||||||||||
Five Star Lower Holding LLC (15) | First lien senior secured loan | S + | 4.25% | 5/5/2029 | 21,875 | 21,585 | 20,891 | 5.8 | % | ||||||||||||||||||||||||||||||||||||||
Ring Container Technologies Group, LLC (dba Ring Container Technologies)(6)(9) | First lien senior secured loan | L + | 3.75% | 8/12/2028 | 24,813 | 24,759 | 23,862 | 6.7 | % | ||||||||||||||||||||||||||||||||||||||
Valcour Packaging, LLC (6) | First lien senior secured loan | L + | 3.75% | 10/4/2028 | 6,965 | 6,944 | 6,948 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
65,880 | 65,282 | 63,714 | 17.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Distribution |
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ORCC Senior Loan Fund's Portfolio as of September 30, 2022 ($ in thousands) (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||
Company(1)(2)(4)(5) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(3) | Fair Value | Percentage of Members' Equity | ||||||||||||||||||||||||||||||||||||||||
BCPE Empire Holdings, Inc. (dba Imperial-Dade) (14) | First lien senior secured loan | S + | 4.63% | 6/11/2026 | 24,875 | 24,057 | 24,253 | 6.8 | % | ||||||||||||||||||||||||||||||||||||||
Dealer Tire, LLC(6)(9) | First lien senior secured loan | L + | 4.25% | 12/12/2025 | 35,982 | 35,862 | 34,950 | 9.7 | % | ||||||||||||||||||||||||||||||||||||||
SRS Distribution, Inc.(7)(9) | First lien senior secured loan | L + | 3.50% | 6/2/2028 | 9,900 | 9,838 | 9,116 | 2.5 | % | ||||||||||||||||||||||||||||||||||||||
70,757 | 69,757 | 68,319 | 19.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Education | |||||||||||||||||||||||||||||||||||||||||||||||
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(7) | First lien senior secured loan | L + | 4.25% | 7/30/2025 | 33,600 | 33,554 | 33,351 | 9.3 | % | ||||||||||||||||||||||||||||||||||||||
Sophia, L.P. (14) | First lien senior secured loan | S + | 4.00% | 10/7/2027 | 19,950 | 19,765 | 19,900 | 5.6 | % | ||||||||||||||||||||||||||||||||||||||
53,550 | 53,319 | 53,251 | 14.9 | % | |||||||||||||||||||||||||||||||||||||||||||
Food and beverage | |||||||||||||||||||||||||||||||||||||||||||||||
Balrog Acquisition, Inc. (dba Bakemark)(7) | First lien senior secured loan | L + | 4.00% | 9/4/2028 | 24,813 | 24,588 | 23,758 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||
Dessert Holdings(7) | First lien senior secured loan | L + | 4.00% | 7/10/2028 | 21,993 | 21,859 | 20,344 | 5.7 | % | ||||||||||||||||||||||||||||||||||||||
Dessert Holdings(10)(11)(12) | First lien senior secured delayed draw term loan | L + | 4.00% | 6/9/2023 | — | — | (256) | (0.1) | % | ||||||||||||||||||||||||||||||||||||||
Naked Juice LLC (dba Tropicana)(9)(15) | First lien senior secured loan | S + | 3.25% | 1/24/2029 | 1,995 | 1,990 | 1,825 | 0.5 | % | ||||||||||||||||||||||||||||||||||||||
Eagle Parent Corp.(9)(15) | First lien senior secured loan | S + | 4.25% | 6/8/2028 | 7,463 | 7,287 | 7,245 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||
Sovos Brands Intermediate, Inc.(6)(9) | First lien senior secured loan | S + | 3.50% | 6/8/2028 | 20,724 | 20,681 | 19,688 | 5.5 | % | ||||||||||||||||||||||||||||||||||||||
76,988 | 76,405 | 72,604 | 20.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare equipment and services | |||||||||||||||||||||||||||||||||||||||||||||||
Cadence, Inc.(6) | First lien senior secured loan | L + | 5.00% | 5/21/2025 | 26,507 | 26,229 | 25,646 | 7.1 | % | ||||||||||||||||||||||||||||||||||||||
Cadence, Inc.(6)(10)(13) | First lien senior secured revolving loan | L + | 5.00% | 5/21/2024 | 4,257 | 4,222 | 4,018 | 1.1 | % | ||||||||||||||||||||||||||||||||||||||
Confluent Medical Technologies, Inc.(15) | First lien senior secured loan | S + | 3.75% | 2/16/2029 | 4,975 | 4,952 | 4,900 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||
Packaging Coordinators Midco, Inc.(7)(9) | First lien senior secured loan | L + | 3.75% | 11/30/2027 | 4,950 | 4,939 | 4,694 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Medline Intermediate, LP(6) | First lien senior secured loan | L + | 3.25% | 10/23/2028 | 24,875 | 24,769 | 22,830 | 6.4 | % | ||||||||||||||||||||||||||||||||||||||
65,564 | 65,111 | 62,088 | 17.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare providers and services | |||||||||||||||||||||||||||||||||||||||||||||||
Confluent Health, LLC(6) | First lien senior secured loan | L + | 4.00% | 11/30/2028 | 20,472 | 20,381 | 20,063 | 5.6 | % | ||||||||||||||||||||||||||||||||||||||
Confluent Health, LLC(6)(10)(12)(13) | First lien senior secured delayed draw term loan | L + | 4.00% | 11/30/2023 | 1,195 | 1,175 | 867 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
Corgi Bidco, Inc.(15) | First lien senior secured loan | S + | 5.00% | 9/20/2029 | 15,000 | 14,101 | 14,100 | 3.9 | % | ||||||||||||||||||||||||||||||||||||||
Phoenix Newco, Inc. (dba Parexel)(6)(9) | First lien senior secured loan | L + | 3.25% | 11/15/2028 | 27,363 | 27,241 | 26,063 | 7.3 | % | ||||||||||||||||||||||||||||||||||||||
Physician Partners, LLC(14) | First lien senior secured loan | S + | 4.00% | 12/23/2028 | 9,950 | 9,858 | 9,328 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
73,980 | 72,756 | 70,421 | 19.6 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare technology | |||||||||||||||||||||||||||||||||||||||||||||||
Athenahealth, Inc.(9)(14) | First lien senior secured loan | S + | 3.50% | 2/15/2029 | 17,059 | 16,980 | 15,250 | 4.3 | % | ||||||||||||||||||||||||||||||||||||||
Athenahealth, Inc.(9)(10)(11)(12)(13) | First lien senior secured delayed draw term loan | S + | 3.50% | 8/15/2023 | — | — | (293) | (0.1) | % | ||||||||||||||||||||||||||||||||||||||
Imprivata, Inc.(14) | First lien senior secured loan | S + | 4.25% | 12/1/2027 | 19,950 | 19,354 | 19,246 | 5.4 | % | ||||||||||||||||||||||||||||||||||||||
PointClickCare Technologies Inc.(15) | First lien senior secured loan | S + | 4.00% | 12/29/2027 | 9,950 | 9,813 | 9,776 | 2.7 | % | ||||||||||||||||||||||||||||||||||||||
46,959 | 46,147 | 43,979 | 12.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Infrastructure and environmental services |
110
ORCC Senior Loan Fund's Portfolio as of September 30, 2022 ($ in thousands) (Unaudited) | |||||||||||||||||||||||||||||||||||||||||||||||
Company(1)(2)(4)(5) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(3) | Fair Value | Percentage of Members' Equity | ||||||||||||||||||||||||||||||||||||||||
CHA Holding, Inc.(7) | First lien senior secured loan | L + | 4.50% | 4/10/2025 | 40,377 | 40,203 | 39,516 | 11.0 | % | ||||||||||||||||||||||||||||||||||||||
Insurance | |||||||||||||||||||||||||||||||||||||||||||||||
Integro Parent Inc.(15) | First lien senior secured loan | S + | 6.25% | 10/31/2022 | 3,460 | 3,460 | 3,443 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
Integro Parent Inc.(10)(13)(15) | 2022 10Th Amend Revolver | S + | 4.50% | 10/31/2022 | 698 | 698 | 694 | 0.2 | % | ||||||||||||||||||||||||||||||||||||||
4,158 | 4,158 | 4,137 | 1.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Internet software and services | |||||||||||||||||||||||||||||||||||||||||||||||
CDK Global, Inc.(9)(15) | First lien senior secured loan | S + | 4.50% | 7/6/2029 | 25,000 | 24,271 | 24,038 | 6.7 | % | ||||||||||||||||||||||||||||||||||||||
DCert Buyer, Inc. (dba DigiCert)(9)(15) | First lien senior secured loan | S + | 4.00% | 10/16/2026 | 22,049 | 21,977 | 20,984 | 5.8 | % | ||||||||||||||||||||||||||||||||||||||
Help/Systems Holdings, Inc.(9)(14) | First lien senior secured loan | S + | 4.00% | 11/19/2026 | 14,885 | 14,811 | 13,635 | 3.8 | % | ||||||||||||||||||||||||||||||||||||||
Barracuda Parent, LLC(14) | First lien senior secured loan | S + | 4.50% | 8/15/2029 | 25,000 | 24,260 | 23,455 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||
86,934 | 85,319 | 82,112 | 22.9 | % | |||||||||||||||||||||||||||||||||||||||||||
Manufacturing | |||||||||||||||||||||||||||||||||||||||||||||||
Engineered Machinery Holdings (dba Duravant)(7)(9) | First lien senior secured loan | L + | 3.75% | 5/19/2028 | 34,738 | 34,589 | 33,348 | 9.3 | % | ||||||||||||||||||||||||||||||||||||||
Pro Mach Group, Inc.(6)(9) | First lien senior secured loan | L + | 4.00% | 8/31/2023 | 24,819 | 24,710 | 23,618 | 6.6 | % | ||||||||||||||||||||||||||||||||||||||
Pro Mach Group, Inc.(9) | First lien senior secured delayed draw term loan | L + | 4.00% | 8/31/2023 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
Gloves Buyer, Inc. (dba Protective Industrial Products)(6) | First lien senior secured loan | L + | 4.00% | 12/29/2027 | 14,893 | 14,719 | 14,745 | 4.1 | % | ||||||||||||||||||||||||||||||||||||||
74,450 | 74,018 | 71,711 | 20.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Professional Services | |||||||||||||||||||||||||||||||||||||||||||||||
Apex Group Treasury, LLC(7) | First lien senior secured loan | L + | 3.75% | 7/27/2028 | 32,767 | 32,663 | 31,293 | 8.7 | % | ||||||||||||||||||||||||||||||||||||||
Sovos Compliance, LLC(6)(9) | First lien senior secured loan | L + | 4.50% | 8/11/2028 | 25,104 | 24,965 | 23,887 | 6.7 | % | ||||||||||||||||||||||||||||||||||||||
Sovos Compliance, LLC(6)(9)(12) | First lien senior secured delayed draw term loan | L + | 4.50% | 8/12/2023 | 478 | 468 | 455 | 0.1 | % | ||||||||||||||||||||||||||||||||||||||
58,349 | 58,096 | 55,635 | 15.5 | % | |||||||||||||||||||||||||||||||||||||||||||
Telecommunications | |||||||||||||||||||||||||||||||||||||||||||||||
ETC Group(15) | First lien senior secured loan | S + | 6.00% | 8/3/2029 | 5,000 | 4,600 | 4,738 | 1.3 | % | ||||||||||||||||||||||||||||||||||||||
Park Place Technologies, LLC (9)(14) | First lien senior secured loan | S + | 5.00% | 11/10/2027 | 14,924 | 14,461 | 14,141 | 3.9 | % | ||||||||||||||||||||||||||||||||||||||
19,924 | 19,061 | 18,879 | 5.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Transportation | |||||||||||||||||||||||||||||||||||||||||||||||
Safe Fleet Holdings(14) | First lien senior secured loan | S + | 3.75% | 7/18/2029 | 14,963 | 14,524 | 14,065 | 3.9 | % | ||||||||||||||||||||||||||||||||||||||
Total Debt Investments | $ | 1,030,851 | $ | 1,019,384 | $ | 981,849 | 273.7 | % | |||||||||||||||||||||||||||||||||||||||
Total Investments | $ | 1,030,851 | $ | 1,019,384 | $ | 981,849 | 273.7 | % |
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, ORCC SLF’s investments are pledged as collateral supporting the amounts outstanding under ORCC SLF’s credit facility.
(3)The amortized cost represents the original cost adjusted for the amortization or accretion of premiums or discounts, as applicable, on debt investments using the effective interest method.
(4)Unless otherwise indicated, all investments are considered Level 3 investments.
(5)Unless otherwise indicated, loan contains a variable rate structure and may be subject to an interest rate floor. Variable rate loans bear interest at a rate that may be determined by reference to either the London Interbank Offered Rate (“LIBOR” or “L”) (which
111
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 September 30, 2022 was 3.14%.
(7)The interest rate on these loans is subject to 3 month LIBOR, which as of September 30, 2022 was 3.75%.
(8)The interest rate on these loans is subject to 6 month LIBOR, which as of September 30, 2022 was 4.23%..
(9)Level 2 investment.
(10)Position or portion thereof is an unfunded loan commitment.
(11)The negative cost is the result of the capitalized discount being greater than the principal amount outstanding on the loan. The negative fair value is the result of the capitalized discount on the loan.
(12)The date disclosed represents the commitment period of the unfunded term loan. Upon expiration of the commitment period, the funded portion of the term loan may be subject to a longer maturity date.
(13)Investment is not pledged as collateral under ORCC SLF’s credit facility
(14)The interest rate on these loans is subject to 1 month SOFR, which as of September 30, 2022 was 3.04%.
(15)The interest rate on these loans is subject to 3 month SOFR, which as of September 30, 2022 was 3.59%.
ORCC Senior Loan Fund's Portfolio as of December 31, 2021 ($ 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)(8) | First lien senior secured loan | L + | 5.50% | 12/21/2023 | $ | 34,470 | $ | 34,219 | $ | 33,961 | 12.0 | % | |||||||||||||||||||||||||||||||||||
Applied Composites Holdings, LLC (fka AC&A Enterprises Holdings, LLC)(8)(14) | First lien senior secured revolving loan | L + | 5.50% | 12/21/2022 | 3,000 | 2,989 | 2,956 | 1.0 | % | ||||||||||||||||||||||||||||||||||||||
Bleriot US Bidco Inc.(8)(10) | First lien senior secured loan | L + | 4.00% | 10/30/2026 | 24,627 | 24,522 | 24,585 | 8.7 | % | ||||||||||||||||||||||||||||||||||||||
Dynasty Acquisition Co., Inc. (dba StandardAero Limited)(8) | First lien senior secured loan | L + | 3.50% | 4/6/2026 | 39,100 | 38,976 | 36,796 | 13.0 | % | ||||||||||||||||||||||||||||||||||||||
101,197 | 100,706 | 98,298 | 34.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Automotive | |||||||||||||||||||||||||||||||||||||||||||||||
Holley, Inc.(8)(10) | First lien senior secured loan | L + | 3.75% | 11/17/2028 | 17,100 | 17,016 | 17,032 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||
Holley, Inc.(8)(10)(11)(13) | First lien senior secured delayed draw term loan | L + | 3.75% | 5/18/2022 | 855 | 855 | 844 | 0.3 | % | ||||||||||||||||||||||||||||||||||||||
PAI Holdco, Inc.(8)(10)(14) | First lien senior secured loan | L + | 3.75% | 10/28/2027 | 4,987 | 4,975 | 4,975 | 1.9 | % | ||||||||||||||||||||||||||||||||||||||
22,942 | 22,846 | 22,851 | 8.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Buildings and Real estate | |||||||||||||||||||||||||||||||||||||||||||||||
Wrench Group, LLC.(8) | First lien senior secured loan | L + | 4.00% | 4/30/2026 | 32,341 | 32,198 | 32,179 | 11.4 | % | ||||||||||||||||||||||||||||||||||||||
Business Services | |||||||||||||||||||||||||||||||||||||||||||||||
CoolSys, Inc.(8) | First lien senior secured loan | L + | 4.75% | 8/11/2028 | 16,955 | 16,793 | 16,785 | 5.9 | % | ||||||||||||||||||||||||||||||||||||||
CoolSys, Inc.(11)(12)(13)(14) | First lien senior secured delayed draw term loan | L + | 4.75% | 8/11/2023 | — | (29) | (30) | — | % | ||||||||||||||||||||||||||||||||||||||
ConnectWise, LLC(8) | First lien senior secured loan | L + | 3.50% | 9/29/2028 | 17,000 | 16,918 | 16,879 | 6.0 | % | ||||||||||||||||||||||||||||||||||||||
LABL, Inc.(8) | First lien senior secured loan | L + | 5.00% | 10/29/2028 | 8,000 | 7,883 | 7,879 | 2.8 | % | ||||||||||||||||||||||||||||||||||||||
Packers Holdings, LLC(9)(10) | First lien senior secured loan | L + | 3.25% | 3/9/2028 | 9,951 | 9,808 | 9,879 | 3.5 | % | ||||||||||||||||||||||||||||||||||||||
Vistage International, Inc.(8) | First lien senior secured loan | L + | 4.00% | 2/10/2025 | 29,922 | 29,807 | 29,919 | 10.6 | % | ||||||||||||||||||||||||||||||||||||||
81,828 | 81,180 | 81,311 | 28.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Chemicals | |||||||||||||||||||||||||||||||||||||||||||||||
Aruba Investments Holdings LLC (dba Angus Chemical Company)(9)(14) | First lien senior secured loan | L + | 4.00% | 11/24/2027 | 998 | 998 | 998 | 0.4 | % | ||||||||||||||||||||||||||||||||||||||
998 | 998 | 998 | 0.4 | % | |||||||||||||||||||||||||||||||||||||||||||
Containers and Packaging | |||||||||||||||||||||||||||||||||||||||||||||||
BW Holding, Inc.(8)(14) | First lien senior secured loan | L + | 4.00% | 12/14/2028 | 3,954 | 3,914 | 3,914 | 1.4 | % | ||||||||||||||||||||||||||||||||||||||
BW Holding, Inc.(11)(12)(13)(14) | First lien senior secured delayed draw term loan | L + | 4.00% | 12/17/2023 | — | (5) | (5) | — | % |
112
ORCC Senior Loan Fund's Portfolio as of December 31, 2021 ($ in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Company(1)(2)(4)(5) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(3) | Fair Value | Percentage of Members' Equity | ||||||||||||||||||||||||||||||||||||||||
Ring Container Technologies Group, LLC (dba Ring Container Technologies)(6)(10) | First lien senior secured loan | L + | 3.75% | 8/12/2028 | 25,000 | 24,940 | 25,025 | 8.9 | % | ||||||||||||||||||||||||||||||||||||||
Valcour Packaging, LLC(7) | First lien senior secured loan | L + | 3.75% | 10/4/2028 | 7,000 | 6,976 | 6,965 | 2.5 | % | ||||||||||||||||||||||||||||||||||||||
35,954 | 35,825 | 35,899 | 12.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Distribution | |||||||||||||||||||||||||||||||||||||||||||||||
Dealer Tire, LLC(6)(10) | First lien senior secured loan | L + | 4.25% | 12/12/2025 | 36,260 | 36,114 | 36,206 | 12.8 | % | ||||||||||||||||||||||||||||||||||||||
SRS Distribution, Inc.(9)(10) | First lien senior secured loan | L + | 3.75% | 6/2/2028 | 9,975 | 9,906 | 9,943 | 3.5 | % | ||||||||||||||||||||||||||||||||||||||
46,235 | 46,020 | 46,149 | 16.3 | % | |||||||||||||||||||||||||||||||||||||||||||
Education | |||||||||||||||||||||||||||||||||||||||||||||||
Spring Education Group, Inc. (fka SSH Group Holdings, Inc.)(8) | First lien senior secured loan | L + | 4.25% | 7/30/2025 | 33,862 | 33,805 | 33,003 | 11.7 | % | ||||||||||||||||||||||||||||||||||||||
33,862 | 33,805 | 33,003 | 11.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Food and beverage | |||||||||||||||||||||||||||||||||||||||||||||||
Balrog Acquisition, Inc. (dba Bakemark)(9) | First lien senior secured loan | L + | 4.00% | 9/5/2028 | 25,000 | 24,749 | 24,938 | 8.8 | % | ||||||||||||||||||||||||||||||||||||||
Dessert Holdings(8) | First lien senior secured loan | L + | 4.00% | 6/9/2028 | 20,160 | 20,019 | 20,001 | 7.1 | % | ||||||||||||||||||||||||||||||||||||||
Dessert Holdings(11)(12)(13) | First lien senior secured delayed draw term loan | L + | 4.00% | 6/9/2023 | — | — | (2) | — | % | ||||||||||||||||||||||||||||||||||||||
Sovos Brands Intermediate, Inc.(8)(10) | First lien senior secured loan | L + | 3.75% | 6/8/2028 | 20,724 | 20,676 | 20,693 | 7.3 | % | ||||||||||||||||||||||||||||||||||||||
65,884 | 65,444 | 65,630 | 23.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare equipment and services | |||||||||||||||||||||||||||||||||||||||||||||||
Cadence, Inc.(6) | First lien senior secured loan | L + | 5.00% | 5/21/2025 | 26,714 | 26,363 | 26,195 | 9.3 | % | ||||||||||||||||||||||||||||||||||||||
Cadence, Inc.(6)(11)(14) | First lien senior secured revolving loan | L + | 5.00% | 5/21/2024 | 2,055 | 2,004 | 1,912 | 0.7 | % | ||||||||||||||||||||||||||||||||||||||
Medline Borrower, LP(6)(10) | First lien senior secured loan | L + | 3.25% | 10/23/2028 | 25,000 | 24,882 | 24,990 | 8.9 | % | ||||||||||||||||||||||||||||||||||||||
Packaging Coordinators Midco, Inc.(8)(10)(14) | First lien senior secured loan | L + | 3.75% | 11/30/2027 | 4,987 | 4,975 | 4,983 | 1.8 | % | ||||||||||||||||||||||||||||||||||||||
58,756 | 58,224 | 58,080 | 20.7 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare providers and services | |||||||||||||||||||||||||||||||||||||||||||||||
Confluent Health, LLC(6) | First lien senior secured loan | L + | 4.00% | 11/30/2028 | 20,575 | 20,473 | 20,472 | 7.3 | % | ||||||||||||||||||||||||||||||||||||||
Confluent Health, LLC(11)(12)(13)(14) | First lien senior secured delayed draw term loan | L + | 4.00% | 11/30/2023 | — | (22) | (22) | — | % | ||||||||||||||||||||||||||||||||||||||
Phoenix Newco, Inc. (dba Parexel)(6)(10)(14) | First lien senior secured loan | L + | 3.50% | 11/15/2028 | 27,500 | 27,363 | 27,489 | 9.7 | % | ||||||||||||||||||||||||||||||||||||||
Unified Women's Healthcare, LP(6) | First lien senior secured loan | L + | 4.25% | 12/20/2027 | 19,950 | 19,857 | 19,863 | 7.0 | % | ||||||||||||||||||||||||||||||||||||||
68,025 | 67,671 | 67,802 | 24.0 | % | |||||||||||||||||||||||||||||||||||||||||||
Healthcare technology | |||||||||||||||||||||||||||||||||||||||||||||||
VVC Holdings Corp. (dba Athenahealth, Inc.)(8)(10) | First lien senior secured loan | L + | 4.25% | 2/11/2026 | 17,179 | 16,961 | 17,162 | 6.1 | % | ||||||||||||||||||||||||||||||||||||||
17,179 | 16,961 | 17,162 | 6.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Infrastructure and environmental services | |||||||||||||||||||||||||||||||||||||||||||||||
CHA Holding, Inc.(8) | First lien senior secured loan | L + | 4.50% | 4/10/2025 | 40,693 | 40,471 | 40,171 | 14.2 | % | ||||||||||||||||||||||||||||||||||||||
40,693 | 40,471 | 40,171 | 14.2 | % | |||||||||||||||||||||||||||||||||||||||||||
Insurance | |||||||||||||||||||||||||||||||||||||||||||||||
AmeriLife Holdings LLC(6)(10)(14) | First lien senior secured loan | L + | 4.00% | 3/18/2027 | 7,980 | 7,940 | 7,946 | 2.8 | % | ||||||||||||||||||||||||||||||||||||||
Integro Parent Inc.(9) | First lien senior secured loan | L + | 5.75% | 10/31/2022 | 29,615 | 29,584 | 28,422 | 10.1 | % | ||||||||||||||||||||||||||||||||||||||
Integro Parent Inc.(8)(11)(14) | First lien senior secured revolving loan | L + | 4.50% | 4/30/2022 | 6,000 | 6,000 | 5,764 | 2.0 | % | ||||||||||||||||||||||||||||||||||||||
43,595 | 43,524 | 42,132 | 14.9 | % | |||||||||||||||||||||||||||||||||||||||||||
Internet software and services |
113
ORCC Senior Loan Fund's Portfolio as of December 31, 2021 ($ in thousands) | |||||||||||||||||||||||||||||||||||||||||||||||
Company(1)(2)(4)(5) | Investment | Interest | Maturity Date | Par / Units | Amortized Cost(3) | Fair Value | Percentage of Members' Equity | ||||||||||||||||||||||||||||||||||||||||
DCert Buyer, Inc. (dba DigiCert)(6)(10) | First lien senior secured loan | L + | 4.00% | 10/16/2026 | 22,219 | 22,135 | 22,161 | 7.8 | % | ||||||||||||||||||||||||||||||||||||||
Trader Interactive, LLC (fka Dominion Web Solutions, LLC)(9)(14) | First lien senior secured loan | L + | 4.00% | 7/28/2028 | 25,000 | 24,886 | 24,875 | 8.8 | % | ||||||||||||||||||||||||||||||||||||||
47,219 | 47,021 | 47,036 | 16.6 | % | |||||||||||||||||||||||||||||||||||||||||||
Manufacturing | |||||||||||||||||||||||||||||||||||||||||||||||
Engineered Machinery Holdings (dba Duravant)(8)(10) | First lien senior secured loan | L + | 3.75% | 5/19/2028 | 35,000 | 34,834 | 34,864 | 12.3 | % | ||||||||||||||||||||||||||||||||||||||
Pro Mach Group, Inc.(8)(10) | First lien senior secured loan | L + | 4.00% | 8/31/2028 | 22,207 | 22,100 | 22,262 | 7.9 | % | ||||||||||||||||||||||||||||||||||||||
Pro Mach Group, Inc.(10)(11)(13)(14) | First lien senior secured delayed draw term loan | L + | 4.00% | 8/31/2023 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
Gloves Buyer, Inc. (dba Protective Industrial Products)(6)(14) | First lien senior secured loan | L + | 4.00% | 12/29/2027 | 7,500 | 7,463 | 7,463 | 2.6 | % | ||||||||||||||||||||||||||||||||||||||
64,707 | 64,397 | 64,589 | 22.8 | % | |||||||||||||||||||||||||||||||||||||||||||
Professional Services | |||||||||||||||||||||||||||||||||||||||||||||||
Apex Group Treasury, LLC(8) | First lien senior secured loan | L + | 3.75% | 7/27/2028 | 19,950 | 19,900 | 19,900 | 7.0 | % | ||||||||||||||||||||||||||||||||||||||
Sovos Compliance, LLC(6)(10) | First lien senior secured loan | L + | 4.50% | 8/11/2028 | 17,055 | 17,011 | 17,087 | 6.1 | % | ||||||||||||||||||||||||||||||||||||||
Sovos Compliance, LLC(10)(11)(13) | First lien senior secured delayed draw term loan | L + | 4.50% | 8/12/2023 | — | — | — | — | % | ||||||||||||||||||||||||||||||||||||||
37,005 | 36,911 | 36,987 | 13.1 | % | |||||||||||||||||||||||||||||||||||||||||||
Total Debt Investments | 798,420 | 794,202 | 790,277 | 279.9 | % | ||||||||||||||||||||||||||||||||||||||||||
Total Investments | $ | 798,420 | $ | 794,202 | $ | 790,277 | 279.9 | % |
_______________
(1)Certain portfolio company investments are subject to contractual restrictions on sales.
(2)Unless otherwise indicated, ORCC SLF’s investments are pledged as collateral supporting the amounts outstanding under ORCC SLF’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 December 31, 2021 was 0.10%.
(7)The interest rate on these loans is subject to 2 month LIBOR, which as of December 31, 2021 was 0.15%.
(8)The interest rate on these loans is subject to 3 month LIBOR, which as of December 31, 2021 was 0.21%.
(9)The interest rate on these loans is subject to 6 month LIBOR, which as of December 31, 2021 was 0.34%.
(10)Level 2 investment.
(11)Position or portion thereof is an unfunded loan commitment.
(12)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.
(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 ORCC SLF’s credit facility.
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Below is selected balance sheet information for ORCC SLF as of September 30, 2022 and December 31, 2021:
($ in thousands) | September 30, 2022 (Unaudited) | December 31, 2021 | ||||||||||||
Assets | ||||||||||||||
Investments at fair value (amortized cost of $1,019,384 and $794,202, respectively) | $ | 981,849 | $ | 790,277 | ||||||||||
Cash | 95,706 | 60,723 | ||||||||||||
Interest receivable | 2,517 | 1,319 | ||||||||||||
Prepaid expenses and other assets | 1,290 | 111 | ||||||||||||
Total Assets | $ | 1,081,362 | $ | 852,430 | ||||||||||
Liabilities | ||||||||||||||
Debt (net of unamortized debt issuance costs of $6,111 and $5,368, respectively) | $ | 684,272 | $ | 469,514 | ||||||||||
Distributions payable | 11,775 | 4,518 | ||||||||||||
Payable for investments purchased | 18,700 | 91,986 | ||||||||||||
Accrued expenses and other liabilities | 7,861 | 4,056 | ||||||||||||
Total Liabilities | $ | 722,608 | $ | 570,074 | ||||||||||
Members' Equity | ||||||||||||||
Members' Equity | 358,754 | 282,356 | ||||||||||||
Members' Equity | 358,754 | 282,356 | ||||||||||||
Total Liabilities and Members' Equity | $ | 1,081,362 | $ | 852,430 |
Below is selected statement of operations information for ORCC SLF for the three and nine months ended September 30, 2022 and 2021:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
($ in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Investment Income | |||||||||||||||||||||||
Interest income | $ | 19,140 | $ | 7,542 | $ | 41,884 | $ | 22,382 | |||||||||||||||
Other income | 772 | 14 | 1,993 | 209 | |||||||||||||||||||
Total Investment Income | 19,912 | 7,556 | 43,877 | 22,591 | |||||||||||||||||||
Expenses | |||||||||||||||||||||||
Interest expense | 7,419 | 2,331 | 14,965 | 7,195 | |||||||||||||||||||
Professional fees | 243 | 181 | 719 | 570 | |||||||||||||||||||
Total Expenses | 7,662 | 2,512 | 15,684 | 7,765 | |||||||||||||||||||
Net Investment Income Before Taxes | 12,250 | 5,044 | 28,193 | 14,826 | |||||||||||||||||||
Tax expense (benefit) | 436 | 201 | (184) | 588 | |||||||||||||||||||
Net Investment Income After Taxes | $ | 11,814 | $ | 4,843 | $ | 28,377 | $ | 14,238 | |||||||||||||||
Net Realized and Change in Unrealized Gain (Loss) on Investments | |||||||||||||||||||||||
Net change in unrealized gain (loss) on investments | 599 | 869 | (33,610) | 2,317 | |||||||||||||||||||
Net realized gain on investments | — | 18 | 20 | 155 | |||||||||||||||||||
Total Net Realized and Change in Unrealized Gain (Loss) on Investments | 599 | 887 | (33,590) | 2,472 | |||||||||||||||||||
Net Increase in Members' Equity Resulting from Operations | $ | 12,413 | $ | 5,730 | $ | (5,213) | $ | 16,710 |
On August 9, 2017, Sebago Lake Financing LLC and SL Lending LLC, wholly-owned subsidiaries of ORCC SLF, 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 $500 million. On June 22, 2021, Sebago Lake Financing LLC and SL Lending LLC entered into an amendment with Goldman Sachs Bank USA to extend the reinvestment period on the credit facility to October 6, 2021, and again on September 20, 2021, extended the reinvestment period on the credit facility to December 6, 2021. As of September 30, 2022, there was $450.9 million outstanding under the credit facility. On March 1, 2022, SLF Financing I LLC, a wholly-owned subsidiary of ORCC SLF, entered into a credit facility with Natixis, New York Branch which serves as the administrative agent and
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the initial lender, and State Street Bank and Trust Company which serves as the collateral agent, collateral administrator and custodian. The credit facility includes a maximum borrowing capacity of $300 million. The re-investment period on the credit facility ends on March 1, 2024 and the maturity date of the credit facility is March 1, 2032. As of September 30, 2022, there was $239.5 million outstanding under the credit facility.
For the three and nine months ended September 30, 2022 and 2021, the components of interest expense were as follows:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||
($ in thousands) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||||||||
Interest expense | $ | 7,071 | $ | 1,918 | $ | 13,954 | $ | 5,967 | |||||||||||||||||||||
Amortization of debt issuance costs | 348 | 413 | 1,011 | 1,228 | |||||||||||||||||||||||||
Total Interest Expense | 7,419 | 2,331 | 14,965 | 7,195 | |||||||||||||||||||||||||
Average interest rate | 3.9 | % | 2.3 | % | 3.0 | % | 2.4 | % | |||||||||||||||||||||
Average daily borrowings | $ | 694,132 | $ | 320,709 | $ | 608,947 | $ | 331,644 |
Results of Operations
The following table represents the operating results for the three and nine months ended September 30, 2022 and 2021:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
($ in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Total Investment Income | $ | 314.1 | $ | 269.2 | $ | 851.5 | $ | 739.8 | |||||||||||||||
Less: Net operating expenses | 165.7 | 137.0 | 453.2 | 384.5 | |||||||||||||||||||
Net Investment Income (Loss) Before Taxes | $ | 148.4 | $ | 132.2 | $ | 398.3 | $ | 355.3 | |||||||||||||||
Less: Income tax expense (benefit), including excise tax expense (benefit) | 1.6 | 1.7 | 4.0 | 3.0 | |||||||||||||||||||
Net Investment Income (Loss) After Taxes | $ | 146.8 | $ | 130.5 | $ | 394.3 | $ | 352.3 | |||||||||||||||
Net change in unrealized gain (loss) | 118.5 | 10.3 | (123.4) | 122.0 | |||||||||||||||||||
Net realized gain (loss) | 0.1 | 2.1 | 3.6 | (23.4) | |||||||||||||||||||
Net Increase (Decrease) in Net Assets Resulting from Operations | $ | 265.4 | $ | 142.9 | $ | 274.5 | $ | 450.9 |
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. For the period ended September 30, 2022, our net asset value per share increased slightly, primarily driven by market spreads tightening.
Investment Income
Investment income for the three and nine months ended September 30, 2022 and 2021:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||
($ in millions) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
Interest income from investments | $ | 242.8 | $ | 231.0 | $ | 661.1 | $ | 659.2 | ||||||||||||||||||
Payment-in-kind interest income from investments(1) | 30.5 | 12.4 | 79.7 | 31.2 | ||||||||||||||||||||||
Dividend income from investments | 35.2 | 17.7 | 95.4 | 33.4 | ||||||||||||||||||||||
Other income | 5.6 | 8.1 | 15.3 | 16.0 | ||||||||||||||||||||||
Total investment income | $ | 314.1 | $ | 269.2 | $ | 851.5 | $ | 739.8 |
_______________
(1) For the three and nine months ended September 30, 2022, interest income and payment-in-kind interest income were reported in aggregate as interest income.
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For the three months ended September 30, 2022 and 2021
Investment income increased to $314.1 million for the three months ended September 30, 2022 from $269.2 million for the same period in prior year primarily due to an increase in our debt investment portfolio, dividend income and rising interest rates. Our debt investment portfolio, at par, increased from $11.5 billion as of September 30, 2021, to $11.7 billion as of September 30, 2022. In addition to portfolio growth, dividend income increased primarily due to $7.0 million and $6.2 million increase in dividends earned from Wingspire Capital and ORCC SLF, respectively, for the three months ended September 30, 2022 compared to the same period in prior year. 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 decreased from $19.1 million to $2.1 million, for the three months ended September 30, 2021 and 2022, respectively. Payment-in-kind income represented 11.9% of investment income for the three months ended September 30, 2022 and 5.9% investment income for the three months ended September 30, 2021. Other income decreased period-over-period due to a decrease in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments. Based on current market conditions, we expect repayments, and in turn, originations, to remain modest.
For the nine months ended September 30, 2022 and 2021
Investment income increased to $851.5 million for the nine months ended September 30, 2022 from $739.8 million for the same period in prior year primarily due to an increase in our debt investment portfolio, dividend income and rising interest rates. Our debt investment portfolio, at par, increased from $11.5 billion as of September 30, 2021, to $11.7 billion as of September 30, 2022. In addition to portfolio growth, dividend income increased primarily due to $25.5 million and $13.5 million increase in dividends earned from Wingspire Capital and ORCC SLF, respectively, for the nine months ended September 30, 2022 compared to the same period in prior year. 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 decreased from $40.8 million to $11.6 million, for the nine months ended September 30, 2021 and 2022, respectively. Payment-in-kind income represented 11.4% of investment income for the nine months ended September 30, 2022 and 5.2% investment income for the nine months ended September 30, 2021. Other income increased period-over-period due to an increase in incremental fee income, which are fees that are generally available to us as a result of closing investments and generally paid at the time of closing. We expect that investment income will vary based on a variety of factors including the pace of our originations and repayments. Based on current market conditions, we expect repayments, and in turn, originations, to remain modest.
Expenses
Expenses for the three and nine months ended September 30, 2022 and 2021:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||
($ in millions) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
Interest expense | $ | 81.2 | $ | 56.5 | $ | 209.9 | $ | 159.0 | ||||||||||||||||||
Management fee | 46.9 | 45.6 | 141.2 | 131.7 | ||||||||||||||||||||||
Performance based incentive fees | 31.1 | 27.7 | 83.6 | 74.7 | ||||||||||||||||||||||
Professional fees | 3.8 | 3.8 | 11.0 | 11.0 | ||||||||||||||||||||||
Directors' fees | 0.3 | 0.2 | 0.8 | 0.8 | ||||||||||||||||||||||
Other general and administrative | 2.4 | 3.2 | 6.7 | 7.3 | ||||||||||||||||||||||
Total operating expenses | $ | 165.7 | $ | 137.0 | $ | 453.2 | $ | 384.5 |
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 September 30, 2022 and 2021
Total expenses increased to $165.7 million for the three months ended September 30, 2022 from $137.0 million for the same period in the prior year primarily due to an increase in interest expense and incentive fees. The increase in interest expense of $24.7 million was primarily driven by an increase in the average daily borrowings from $6.7 billion to $7.4 billion period over period as well as an increase in the average interest rate from 2.9% to 3.9%. Incentive fees increased primarily due to an increase in dividend income and our debt investment portfolio, which at par, increased from $11.5 billion as of September 30, 2021 to $11.7 billion as of September 30, 2022. As a percentage of total assets, professional fees, directors’ fees, and other general and administrative expenses remained relatively consistent period over period.
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For the nine months ended September 30, 2022 and 2021
Total expenses increased to $453.2 million for the nine months ended September 30, 2022 from $384.5 million for the same period in the prior year primarily due to an increase in interest expense and incentive fees. The increase in interest expense of $50.9 million was primarily driven by an increase in the average daily borrowings from $6.1 billion to $7.2 billion period over period as well as an increase in the average interest rate from 3.0% to 3.4%. Incentive fees increased primarily due to an increase in dividend income and our debt investment portfolio, which at par, increased from $11.5 billion as of September 30, 2021 to $11.7 billion as of September 30, 2022. As a percentage of total assets, professional fees, directors’ fees, and other general and administrative expenses remained relatively consistent 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 and nine months ended September 30, 2022, we recorded U.S. federal income tax expense/(benefit) of $1.6 million and $4.0 million, respectively, including no U.S. federal excise tax expense/(benefit). For the three and nine months ended September 30, 2021, we recorded U.S. federal income tax expense/(benefit) of $1.7 million and $3.0 million, respectively, including no U.S. federal excise tax expense/(benefit) for the three months ended September 30, 2021 and $21.6 thousand for the nine months ended September 30, 2021.
Certain of our consolidated subsidiaries are subject to U.S. federal and state corporate-level income taxes. For the three and nine months ended September 30, 2022, we recorded a net tax expense of approximately $1.6 million and $4.0 million for taxable subsidiaries, respectively. For the three and nine months ended September 30, 2021, we recorded a net tax expense of approximately $1.7 million and $3.0 million for taxable subsidiaries, respectively. The income tax expense for our taxable consolidated subsidiaries will vary depending on the level of investment income earnings and realized gains from the exits of investments held by such taxable subsidiaries during the respective periods.
Net Unrealized Gains (Losses)
We fair value our portfolio investments quarterly and any changes in fair value are recorded as unrealized gains or losses. During the three and nine months ended September 30, 2022 and 2021, net unrealized gains (losses) were comprised of the following:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||
($ in millions) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
Net change in unrealized gain (loss) on investments | $ | 122.4 | $ | 15.5 | $ | (115.9) | $ | 134.3 | ||||||||||||||||||
Income tax (provision) benefit | — | (4.4) | — | (8.6) | ||||||||||||||||||||||
Net change in translation of assets and liabilities in foreign currencies | (3.8) | (0.8) | (7.5) | (3.7) | ||||||||||||||||||||||
Net change in unrealized gain (loss) | $ | 118.6 | $ | 10.3 | $ | (123.4) | $ | 122.0 |
For the three months ended September 30, 2022 and 2021
For the three months ended September 30, 2022, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to June 30, 2022. As of September 30, 2022, the fair value of our debt investments as a percentage of principal was 97.0%, as compared to 96.6% as of June 30, 2022. The primary driver of our portfolio’s unrealized gain was due to current market conditions and credit improvements. The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended September 30, 2022 consisted of the following:
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Portfolio Company ($ in millions) | Net Change in Unrealized Gain (Loss) | ||||
Swipe Acquisition Corporation (dba PLI)(1) | $ | 30.3 | |||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) | 23.1 | ||||
Wingspire Capital Holdings LLC(1) | 16.5 | ||||
Cornerstone OnDemand, Inc. | 7.8 | ||||
Associations, Inc. | 4.2 | ||||
Aviation Solutions Midco, LLC (dba STS Aviation) | 3.0 | ||||
Galls, LLC | 2.8 | ||||
Remaining Portfolio Companies | 64.0 | ||||
Nutraceutical International Corporation | (3.5) | ||||
Walker Edison Furniture Company LLC | (10.5) | ||||
H-Food Holdings, LLC | (15.3) | ||||
Total | $ | 122.4 |
________
(1) Portfolio company is controlled, affiliated investment.
For the three months ended September 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to June 30, 2021. As of September 30, 2021, the weighted average of fair value of our debt investments as a percentage of principal was 98.2%, as compared to 98.1% as of June 30, 2021. The ten largest contributors to the change in net unrealized gain (loss) on investments during the three months ended September 30, 2021 consisted of the following:
Portfolio Company ($ in millions) | Net Change in Unrealized Gain (Loss) | ||||
Windows Entities | $ | 16.5 | |||
Aviation Solutions Midco, LLC (dba STS Aviation) | 4.2 | ||||
Innovative Water Care Global Corporation | 4.0 | ||||
Metis HoldCo, Inc. (dba Mavis Tire Express Services) | 2.7 | ||||
Remaining Portfolio Companies | 13.7 | ||||
Hg Saturn Luchaco Limited | (2.4) | ||||
CIBT Global, Inc. | (2.7) | ||||
Associations, Inc. | (3.0) | ||||
Walker Edison Furniture Company LLC | (4.3) | ||||
Norvax, LLC (dba GoHealth) | (6.5) | ||||
QC Supply, LLC | (6.7) | ||||
Total | $ | 15.5 |
For the nine months ended September 30, 2022 and 2021
For the nine months ended September 30, 2022, the net unrealized loss was primarily driven by a decrease in the fair value of our debt investments as compared to December 31, 2021. As of September 30, 2022, the fair value of our debt investments as a percentage of principal was 97.0%, as compared to 98.2% as of December 31, 2021. The primary driver of our portfolio’s unrealized loss was due to current market conditions. The ten largest contributors to the change in net unrealized gain (loss) on investments during the nine months ended September 30, 2022 consisted of the following:
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Portfolio Company ($ in millions) | Net Change in Unrealized Gain (Loss) | ||||
Swipe Acquisition Corporation (dba PLI)(1) | $ | 47.0 | |||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) | 27.2 | ||||
Wingspire Capital Holdings LLC(1) | 13.8 | ||||
Remaining Portfolio Companies | (69.0) | ||||
Packaging Coordinators Midco, Inc. | (11.3) | ||||
Nutraceutical International Corporation | (14.3) | ||||
Valence Surface Technologies LLC | (15.0) | ||||
ConAir Holdings LLC | (17.6) | ||||
Walker Edison Furniture Company LLC | (19.9) | ||||
H-Food Holdings, LLC | (28.2) | ||||
ORCC Senior Loan Fund LLC (fka Sebago Lake LLC)(1) | (28.6) | ||||
Total | $ | (115.9) |
________
(1) Portfolio company is controlled, affiliated investment.
For the nine months ended September 30, 2021, the net unrealized gain was primarily driven by an increase in the fair value of our debt investments as compared to December 31, 2020. As of September 30, 2021, the weighted average of fair value of our debt
investments as a percentage of principal was 98.2%, as compared to 97.3% as of December 31, 2020. The ten largest contributors to the change in net unrealized gain (loss) on investments during the nine months ended September 30, 2021 consisted of the following:
Portfolio Company ($ in millions) | Net Change in Unrealized Gain (Loss) | ||||
Windows Entities | $ | 32.6 | |||
CIBT Global, Inc. | 22.1 | ||||
Innovative Water Care Global Corporation | 16.6 | ||||
Aviation Solutions Midco, LLC (dba STS Aviation) | 7.5 | ||||
ABB/Con-cise Optical Group LLC | 6.9 | ||||
Blackhawk Network Holdings, Inc. | 6.0 | ||||
Packaging Coordinators Midco, Inc. | 5.6 | ||||
H-Food Holdings, LLC | 5.0 | ||||
Remaining Portfolio Companies | 57.5 | ||||
QC Supply, LLC | (11.4) | ||||
Norvax, LLC (dba GoHealth) | (14.1) | ||||
Total | $ | 134.3 |
Net Realized Gains (Losses)
The realized gains and losses on fully exited and partially exited portfolio companies during the three and nine months ended September 30, 2022 and 2021 were comprised of the following:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||
($ in millions) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
Net realized gain (loss) on investments | $ | 0.2 | $ | 2.0 | $ | 4.8 | $ | (24.6) | ||||||||||||||||||
Net realized gain (loss) on foreign currency transactions | (0.1) | 0.1 | (1.2) | 1.2 | ||||||||||||||||||||||
Net realized gain (loss) | $ | 0.1 | $ | 2.1 | $ | 3.6 | $ | (23.4) |
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Realized Gross Internal Rate of Return
Since we began investing in 2016 through September 30, 2022, our exited investments have resulted in an aggregate cash flow realized gross internal rate of return to us of over 10% (based on total capital invested of $8.1 billion and total proceeds from these exited investments of $9.6 billion). Over sixty 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, debt securitization transactions, and other secured and unsecured 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, enter into additional debt securitization transactions, 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 150%. Our current target ratio is 0.90x-1.25x.
As of September 30, 2022 and December 31, 2021, our asset coverage ratio was 180% and 182%, 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 150% asset coverage limitation to cover any outstanding unfunded commitments we are required to fund.
Cash and restricted cash as of September 30, 2022, 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 September 30, 2022, we had $1.7 billion available under our credit facilities.
Our long-term cash needs will include principal payments on outstanding indebtedness and funding of additional portfolio investments. Funding for long-term cash needs will come from unused net proceeds from financing activities. We believe that our liquidity and sources of capital are adequate to satisfy our short and long-term cash requirements. We cannot, however, be certain that these sources of funds will be available at a time and upon terms acceptable to us in sufficient amounts in the future.
As of September 30, 2022, we had $455.2 million in cash and restricted cash. During the nine months ended September 30, 2022, $122.5 million in cash was provided by operating activities, primarily as a result of sell downs and repayments of $1,749.4 million and other operating activity of $267.7 million partially offset by funding portfolio investments of $1,894.6 million. Lastly, cash used in financing activities was $114.5 million during the period, which was primarily the result of distributions paid of $354.5 million, debt issuance costs of $14.2 million and repurchases of common stock of $10.0 million, offset by net borrowings of $264.2 million.
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Equity
Equity Issuances
There were no sales of our common stock during the three and nine months ended September 30, 2022 and 2021.
Distributions
The following table reflects the distributions declared on shares of our common stock during the nine months ended September 30, 2022:
September 30, 2022 | ||||||||||||||||||||
Date Declared | Record Date | Payment Date | Distribution per Share | |||||||||||||||||
August 2, 2022 | September 30, 2022 | November 15, 2022 | $ | 0.31 | ||||||||||||||||
May 3, 2022 | June 30, 2022 | August 15, 2022 | $ | 0.31 | ||||||||||||||||
February 23, 2022 | March 31, 2022 | May 13, 2022 | $ | 0.31 |
During certain periods, our distributions may exceed our earnings. As a result, it is possible that a portion of the distributions we make may represent a return of capital. A return of capital generally is a return of a shareholder’s investment rather than a return of earnings or gains derived from our investment activities. Each year, a statement on Form 1099-DIV identifying the tax character of the distributions will be mailed to our shareholders. The tax character of the distributions are not determined until our taxable year end.
The following table reflects the distributions declared on shares of our common stock during the nine months ended September 30, 2021:
September 30, 2021 | ||||||||||||||||||||
Date Declared | Record Date | Payment Date | Distribution per Share | |||||||||||||||||
August 3, 2021 | September 30, 2021 | November 15, 2021 | $ | 0.31 | ||||||||||||||||
May 5, 2021 | June 30, 2021 | August 13, 2021 | $ | 0.31 | ||||||||||||||||
February 23, 2021 | March 31, 2021 | May 14, 2021 | $ | 0.31 |
Dividend Reinvestment
Pursuant to our second amended and restated dividend reinvestment plan, 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.
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 $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.
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The following table reflects the shares distributed pursuant to the dividend reinvestment plan during the nine months ended September 30, 2022:
Date Declared | Record Date | Payment Date | Shares | ||||||||||||||||||||
May 3, 2022 | June 30, 2022 | August 15, 2022 | 886,113 | (1) | |||||||||||||||||||
February 23, 2022 | March 31, 2022 | May 15, 2022 | 830,764 | (1) | |||||||||||||||||||
November 2, 2021 | December 31, 2021 | January 31, 2022 | 814,084 |
(1)Shares purchased in the open market in order to satisfy dividends reinvested under our dividend reinvestment program.
The following table reflects the common stock issued pursuant to the dividend reinvestment plan during the nine months ended September 30, 2021:
Date Declared | Record Date | Payment Date | Shares | |||||||||||||||||
May 5, 2021 | June 30, 2021 | August 13, 2021 | 935,064 | |||||||||||||||||
February 23, 2021 | March 31, 2021 | May 14, 2021 | 815,703 | |||||||||||||||||
November 4, 2020 | December 31, 2020 | January 19, 2021 | 1,435,099 |
2020 Stock Repurchase Program (the “2020 Stock Repurchase Program”)
On November 3, 2020, the Board approved the 2020 Stock Repurchase Program under which we may repurchase up to $100 million of our outstanding common stock. Under the program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. Unless extended by the Board, the 2020 Stock Repurchase Program will terminate 12-months from the date it was approved. On November 2, 2021, the Board approved an extension to the 2020 Stock Repurchase Program for an additional 12-months. As of September 30, 2022, Goldman, Sachs & Co., as agent, has repurchased 944,076 shares of our common stock pursuant to the Repurchase Plan for approximately $12.6 million.
The following provides information regarding purchases of the our common stock by Goldman Sachs & Co., as agent, pursuant to the 2020 Stock Repurchase Program. For the period ended September 30, 2021, there were no repurchases under the 2020 Stock Repurchase Program. For the period ended September 30, 2022, repurchases under the 2020 Stock Repurchase Program were as follows:
Period ($ 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, 2022 - January 31, 2022 | — | $ | — | $ | — | $ | 97.4 | |||||||||||||||||||
February 1, 2022 - February 28, 2022 | — | $ | — | $ | — | $ | 97.4 | |||||||||||||||||||
March 1, 2022 - March 31, 2022 | — | $ | — | $ | — | $ | 97.4 | |||||||||||||||||||
April 1, 2022 - April 30, 2022 | — | $ | — | $ | — | $ | 97.4 | |||||||||||||||||||
May 1, 2022 - May 31, 2022 | 757,926 | $ | 13.21 | $ | 10.0 | $ | 87.4 | |||||||||||||||||||
June 1, 2022 - June 30, 2022 | — | $ | — | $ | — | $ | 87.4 | |||||||||||||||||||
July 1, 2022 - July 31, 2022 | — | $ | — | $ | — | $ | 87.4 | |||||||||||||||||||
August 1, 2022 - August 31, 2022 | — | $ | — | $ | — | $ | 87.4 | |||||||||||||||||||
September 1, 2022 - September 30, 2022 | — | $ | — | $ | — | $ | 87.4 | |||||||||||||||||||
Total | 757,926 | $ | 10.0 |
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Debt
Aggregate Borrowings
Debt obligations consisted of the following as of September 30, 2022 and December 31, 2021:
September 30, 2022 | ||||||||||||||||||||||||||
($ in thousands) | Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Net Carrying Value(2) | ||||||||||||||||||||||
Revolving Credit Facility(3)(5) | $ | 1,855,000 | $ | 406,913 | $ | 1,395,174 | $ | 391,769 | ||||||||||||||||||
SPV Asset Facility II | 350,000 | 250,000 | 100,000 | 245,107 | ||||||||||||||||||||||
SPV Asset Facility III | 250,000 | 250,000 | — | 249,208 | ||||||||||||||||||||||
SPV Asset Facility IV | 250,000 | 76,484 | 173,516 | 73,863 | ||||||||||||||||||||||
CLO I | 390,000 | 390,000 | — | 387,253 | ||||||||||||||||||||||
CLO II | 260,000 | 260,000 | — | 257,127 | ||||||||||||||||||||||
CLO III | 260,000 | 260,000 | — | 258,098 | ||||||||||||||||||||||
CLO IV | 292,500 | 292,500 | — | 287,674 | ||||||||||||||||||||||
CLO V | 509,625 | 509,625 | — | 506,965 | ||||||||||||||||||||||
CLO VI | 260,000 | 260,000 | — | 258,246 | ||||||||||||||||||||||
CLO VII | 239,150 | 239,150 | — | 237,266 | ||||||||||||||||||||||
2024 Notes(4) | 400,000 | 400,000 | — | 384,328 | ||||||||||||||||||||||
2025 Notes | 425,000 | 425,000 | — | 420,841 | ||||||||||||||||||||||
July 2025 Notes | 500,000 | 500,000 | — | 494,912 | ||||||||||||||||||||||
2026 Notes | 500,000 | 500,000 | — | 492,635 | ||||||||||||||||||||||
July 2026 Notes | 1,000,000 | 1,000,000 | — | 981,868 | ||||||||||||||||||||||
2027 Notes(4) | 500,000 | 500,000 | — | 433,638 | ||||||||||||||||||||||
2028 Notes | 850,000 | 850,000 | — | 835,356 | ||||||||||||||||||||||
Total Debt | $ | 9,091,275 | $ | 7,369,672 | $ | 1,668,690 | $ | 7,196,154 |
_______________
(1)The amount available reflects any collateral related limitations at the Company level related to each credit facility’s borrowing base.
(2)The carrying value of our Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, CLO VII, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $15.1 million, $4.9 million, $0.8 million, $2.6 million, $2.7 million, $2.9 million, $1.9 million, $4.8 million, $2.7 million, $1.8 million, $3.4 million, $4.2 million, $5.1 million, $7.4 million, $18.1 million, $8.4 million and $14.6 million respectively.
(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.
(5)The amount available is reduced by $52.9 million of outstanding letters of credit.
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December 31, 2021 | ||||||||||||||||||||||||||
($ in thousands) | Aggregate Principal Committed | Outstanding Principal | Amount Available(1) | Net Carrying Value(2) | ||||||||||||||||||||||
Revolving Credit Facility(3)(5) | $ | 1,655,000 | $ | 892,313 | $ | 707,370 | $ | 879,943 | ||||||||||||||||||
SPV Asset Facility II | 350,000 | 100,000 | 250,000 | 95,668 | ||||||||||||||||||||||
SPV Asset Facility III | 500,000 | 190,000 | 310,000 | 188,979 | ||||||||||||||||||||||
SPV Asset Facility IV | 250,000 | 155,000 | 95,000 | 152,727 | ||||||||||||||||||||||
CLO I | 390,000 | 390,000 | — | 386,989 | ||||||||||||||||||||||
CLO II | 260,000 | 260,000 | — | 256,942 | ||||||||||||||||||||||
CLO III | 260,000 | 260,000 | — | 257,937 | ||||||||||||||||||||||
CLO IV | 292,500 | 292,500 | — | 287,342 | ||||||||||||||||||||||
CLO V | 196,000 | 196,000 | — | 194,167 | ||||||||||||||||||||||
CLO VI | 260,000 | 260,000 | — | 258,093 | ||||||||||||||||||||||
2024 Notes(4) | 400,000 | 400,000 | — | 406,481 | ||||||||||||||||||||||
2025 Notes | 425,000 | 425,000 | — | 419,674 | ||||||||||||||||||||||
July 2025 Notes | 500,000 | 500,000 | — | 493,637 | ||||||||||||||||||||||
2026 Notes | 500,000 | 500,000 | — | 491,085 | ||||||||||||||||||||||
July 2026 Notes | 1,000,000 | 1,000,000 | — | 978,537 | ||||||||||||||||||||||
2027 Notes(4) | 500,000 | 500,000 | — | 497,537 | ||||||||||||||||||||||
2028 Notes | 850,000 | 850,000 | — | 833,588 | ||||||||||||||||||||||
Total Debt | $ | 8,588,500 | $ | 7,170,813 | $ | 1,362,370 | $ | 7,079,326 |
_______________
(1)The amount available reflects any limitations related to each credit facility’s borrowing base.
(2)The carrying value of our Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, SPV Asset Facility IV, CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI, 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 Notes are presented net of deferred financing costs of $12.4 million, $4.3 million, $1.0 million, $2.2 million, $3.0 million, $3.1 million, $2.1 million, $5.2 million, $1.8 million, $1.9 million, $5.0 million, $5.3 million, $6.4 million, $8.9 million, $21.5 million, $9.7 million and $16.4 million respectively.
(3)Includes the unrealized translation gain (loss) on borrowings denominated in foreign currencies.
(4)Inclusive of change in fair market value of effective hedge.
(5)The amount available is reduced by $55.3 million of outstanding letters of credit.
For the three and nine months ended September 30, 2022 and 2021 the components of interest expense were as follows:
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||||||||||||
($ in thousands) | 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||||
Interest expense | $ | 73,539 | $ | 50,054 | $ | 184,354 | $ | 139,502 | ||||||||||||||||||
Amortization of debt issuance costs | 6,311 | 6,731 | 21,133 | 18,882 | ||||||||||||||||||||||
Net change in unrealized gain (loss) on effective interest rate swaps and hedged items(1) | 1,360 | (269) | 4,448 | 653 | ||||||||||||||||||||||
Total Interest Expense | $ | 81,210 | $ | 56,516 | $ | 209,935 | $ | 159,037 | ||||||||||||||||||
Average interest rate | 3.9 | % | 2.9 | % | 3.4 | % | 3.0 | % | ||||||||||||||||||
Average daily borrowings | $ | 7,368,456 | $ | 6,713,786 | $ | 7,218,099 | $ | 6,050,836 |
_______________
(1)Refer to “ITEM 1. – FINANCIAL STATEMENTS – Notes to Consolidated Financial Statements – Note 6. Debt – 2023 Notes, 2024 Notes and 2027 Notes” for details on each facility’s interest rate swap.
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Senior Securities
Information about our senior securities is shown in the following table as of September 30, 2022 and the fiscal years ended December 31, 2021, 2020, 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 | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 406.9 | $ | 1,795 | — | N/A | ||||||||||||||||||||
December 31, 2021 | $ | 892.3 | $ | 1,820 | — | N/A | ||||||||||||||||||||
December 31, 2020 | $ | 252.5 | $ | 2,060 | — | 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(6) | ||||||||||||||||||||||||||
December 31, 2020 | $ | — | $ | — | — | 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 | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 250.0 | $ | 1,795 | — | N/A | ||||||||||||||||||||
December 31, 2021 | $ | 100.0 | $ | 1,820 | — | N/A | ||||||||||||||||||||
December 31, 2020 | $ | 100.0 | $ | 2,060 | — | N/A | ||||||||||||||||||||
December 31, 2019 | $ | 350.0 | $ | 2,926 | — | N/A | ||||||||||||||||||||
December 31, 2018 | $ | 550.0 | $ | 2,254 | — | N/A | ||||||||||||||||||||
SPV Asset Facility III | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 250.0 | $ | 1,795 | — | N/A | ||||||||||||||||||||
December 31, 2021 | $ | 190.0 | $ | 1,820 | — | N/A | ||||||||||||||||||||
December 31, 2020 | $ | 375.0 | $ | 2,060 | — | N/A | ||||||||||||||||||||
December 31, 2019 | $ | 255.0 | $ | 2,926 | — | N/A | ||||||||||||||||||||
December 31, 2018 | $ | 300.0 | $ | 2,254 | — | N/A | ||||||||||||||||||||
SPV Asset Facility IV | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 76.5 | $ | 1,795 | — | N/A | ||||||||||||||||||||
December 31, 2021 | $ | 155.0 | $ | 1,820 | — | N/A | ||||||||||||||||||||
December 31, 2020 | $ | 295.0 | $ | 2,060 | — | N/A | ||||||||||||||||||||
December 31, 2019 | $ | 60.3 | $ | 2,926 | — | N/A | ||||||||||||||||||||
CLO I | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 390.0 | $ | 1,795 | — | N/A | ||||||||||||||||||||
December 31, 2021 | $ | 390.0 | $ | 1,820 | — | N/A | ||||||||||||||||||||
December 31, 2020 | $ | 390.0 | $ | 2,060 | — | N/A | ||||||||||||||||||||
December 31, 2019 | $ | 390.0 | $ | 2,926 | — | N/A | ||||||||||||||||||||
CLO II | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 260.0 | $ | 1,795 | — | N/A | ||||||||||||||||||||
December 31, 2021 | $ | 260.0 | $ | 1,820 | — | N/A | ||||||||||||||||||||
December 31, 2020 | $ | 260.0 | $ | 2,060 | — | N/A | ||||||||||||||||||||
December 31, 2019 | $ | 260.0 | $ | 2,926 | — | N/A | ||||||||||||||||||||
CLO III | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 260.0 | $ | 1,795 | — | N/A | ||||||||||||||||||||
December 31, 2021 | $ | 260.0 | $ | 1,820 | — | N/A | ||||||||||||||||||||
December 31, 2020 | $ | 260.0 | $ | 2,060 | — | N/A | ||||||||||||||||||||
CLO IV | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 292.5 | $ | 1,795 | — | N/A | ||||||||||||||||||||
December 31, 2021 | $ | 292.5 | $ | 1,820 | — | N/A | ||||||||||||||||||||
December 31, 2020 | $ | 252.0 | $ | 2,060 | — | N/A |
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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) | ||||||||||||||||||||||
CLO V | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 509.6 | $ | 1,795 | — | N/A | ||||||||||||||||||||
December 31, 2021 | $ | 196.0 | $ | 1,820 | — | N/A | ||||||||||||||||||||
December 31, 2020 | $ | 196.0 | $ | 2,060 | — | N/A | ||||||||||||||||||||
CLO VI | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 260.0 | $ | 1,795 | — | N/A | ||||||||||||||||||||
December 31, 2021 | $ | 260.0 | $ | 1,820 | — | N/A | ||||||||||||||||||||
CLO VII | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 239.2 | $ | 1,795 | — | N/A | ||||||||||||||||||||
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(7) | ||||||||||||||||||||||||||
December 31, 2021 | $ | — | $ | — | — | N/A | ||||||||||||||||||||
December 31, 2020 | $ | 150.0 | $ | 2,060 | — | 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 | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 400.0 | $ | 1,795 | — | $ | 1,017.0 | |||||||||||||||||||
December 31, 2021 | $ | 400.0 | $ | 1,820 | — | $ | 1,089.7 | |||||||||||||||||||
December 31, 2020 | $ | 400.0 | $ | 2,060 | — | $ | 1,037.1 | |||||||||||||||||||
December 31, 2019 | $ | 400.0 | $ | 2,926 | — | $ | 1,039.3 | |||||||||||||||||||
2025 Notes | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 425.0 | $ | 1,795 | — | $ | 979.0 | |||||||||||||||||||
December 31, 2021 | $ | 425.0 | $ | 1,820 | — | $ | 1,057.3 | |||||||||||||||||||
December 31, 2020 | $ | 425.0 | $ | 2,060 | — | $ | 984.2 | |||||||||||||||||||
December 31, 2019 | $ | 425.0 | $ | 2,926 | — | $ | 997.9 | |||||||||||||||||||
July 2025 Notes | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 500.0 | $ | 1,795 | — | $ | 963.0 | |||||||||||||||||||
December 31, 2021 | $ | 500.0 | $ | 1,820 | — | $ | 1,049.9 | |||||||||||||||||||
December 31, 2020 | $ | 500.0 | $ | 2,060 | — | $ | 971.1 | |||||||||||||||||||
2026 Notes | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 500.0 | $ | 1,795 | — | $ | 970.0 | |||||||||||||||||||
December 31, 2021 | $ | 500.0 | $ | 1,820 | — | $ | 1,068.7 | |||||||||||||||||||
December 31, 2020 | $ | 500.0 | $ | 2,060 | — | $ | 1,018.5 | |||||||||||||||||||
July 2026 Notes | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 1,000.0 | $ | 1,795 | — | $ | 925.0 | |||||||||||||||||||
December 31, 2021 | $ | 1,000.0 | $ | 1,820 | — | $ | 1,032.8 | |||||||||||||||||||
December 31, 2020 | $ | 1,000.0 | $ | 2,060 | — | $ | 1,005.0 | |||||||||||||||||||
2027 Notes | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 500.0 | $ | 1,795 | — | $ | 880.0 | |||||||||||||||||||
December 31, 2021 | $ | 500.0 | $ | 1,820 | — | $ | 997.4 | |||||||||||||||||||
2028 Notes | ||||||||||||||||||||||||||
September 30, 2022 (unaudited) | $ | 850.0 | $ | 1,795 | — | $ | 855.0 | |||||||||||||||||||
December 31, 2021 | $ | 850.0 | $ | 1,820 | — | $ | 994.3 |
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(1)Total amount of each class of senior securities outstanding at the end of the period presented.
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(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, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 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, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes and 2028 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.
(6)Facility was terminated in 2020.
(7)On November 23, 2021, we caused notice to be issued to the holders of the 2023 Notes regarding our exercise of the option to redeem in full all $150 million in aggregate principal amount of the 2023 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, the redemption date, December 23, 2021. On December 23, 2021, we redeemed in full all $150 million in aggregate principal amount of the 2023 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, December 23, 2021.
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 August 26, 2022, we entered into an Amended and Restated Senior Secured Revolving Credit Agreement (the “Revolving Credit Facility”), which amends and restates in its entirety that certain Senior Secured Revolving Credit Agreement, dated as of February 1, 2017 (as amended, restated, supplemented or otherwise modified prior to August 26, 2022). The parties to the Revolving Credit Facility include us, as Borrower, the lenders from time to time parties thereto (each a “Revolving Credit Lender” and collectively, the “Revolving Credit Lenders”) and Truist Bank, as Administrative Agent.
The Revolving Credit Facility is guaranteed by certain domestic subsidiaries of ours in existence as of the closing date of the Revolving Credit Facility, and will be guaranteed by certain domestic subsidiaries of ours 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 $1.855 billion, subject to availability under the borrowing base, which is based on the our portfolio investments and other outstanding indebtedness. Maximum capacity under the Revolving Credit Facility may be increased to $2.7825 billion through our exercise of an uncommitted accordion feature through which existing and new lenders may, at their option, agree to provide additional financing. The Revolving Credit Facility includes a $200 million limit for swingline loans and is secured by a perfected first-priority interest in substantially all of the portfolio investments held by us and each Guarantor, subject to certain exceptions.
The availability period under the Revolving Credit Facility will terminate on March 31, 2023, with respect to $60 million of commitments, September 3, 2024, with respect to $15 million of commitments (together, the "Non-Extending Commitments"), and on August 26, 2026, with respect to the remaining commitments (such remaining commitments, the "Extending Commitments") (together, the “Revolving Credit Facility Commitment Termination Date”). The Revolving Credit Facility will mature on April 2, 2024 with respect to $60 million of commitments, September 3, 2025, with respect to $15 million of commitments, and on August 26, 2027, with respect to the remaining commitments (together, the “Revolving Credit Facility Maturity Date”). During the period from the earliest Revolving Credit Facility Commitment Termination Date to the final Revolving Credit Facility Maturity Date, 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 with respect to the Extending Commitments in U.S. dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 1.75% per annum or (ii) the alternative base rate plus margin of either 0.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount, 0.75% per annum. Amounts drawn under the Revolving Credit Facility with respect to the Non-Extending Commitments in U.S. Dollars will bear interest at either (i) term SOFR plus any applicable credit adjustment spread plus margin of 2.00% per annum or (ii) the alternative base rate plus margin of 1.00% per annum. With respect to loans denominated in U.S. dollars, we may elect either term SOFR or the alternative base rate at the time of drawdown, and such loans may be converted from one rate to another at any time at our option, subject to certain conditions. Amounts drawn under the Revolving Credit Facility with respect to the Extending Commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of either 1.875% per annum or, if the gross borrowing base is greater than or equal to the product of 1.60 and the combined debt amount,
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1.75% per annum. Amounts drawn under the Revolving Credit Facility with respect to the Non-Extending Commitments in other permitted currencies will bear interest at the relevant rate specified therein (including any applicable credit adjustment spread) plus margin of 2.00% per annum. We will also pay a fee of 0.375% on undrawn amounts under the Revolving Credit Facility.
The Revolving Credit Facility includes customary covenants, including certain limitations on the incurrence by 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 certain financial covenants related to asset coverage and other maintenance covenants, as well as customary events of default. The Revolving Credit Facility requires a minimum asset coverage ratio with respect to the consolidated assets of us and our subsidiaries to senior securities that constitute indebtedness of no less than 1.50 to 1.00 at any time. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
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 (the “SPV Asset Facility I Closing Date”), 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 (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, we sold and contributed certain investments to ORCC Financing pursuant to a Sale and Contribution Agreement by and between us and ORCC Financing. No gain or loss was recognized as a result of the contribution. Proceeds from the SPV Asset Facility I were used to finance the origination and acquisition of eligible assets by ORCC Financing, including the purchase of such assets from us. We retained a residual interest in assets contributed to or acquired by ORCC Financing through its ownership of ORCC Financing. The maximum principal amount of the SPV Asset Facility I was $400 million; the availability of this amount was subject to a borrowing base test, which was 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 provided 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”). The SPV Asset Facility I was terminated on June 2, 2020 (the “SPV Asset Facility I Termination Date”). Prior to the SPV Asset Facility I Termination Date, proceeds received by ORCC Financing from principal and interest, dividends, or fees on assets were required to be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility I Termination Date, ORCC Financing repaid in full all outstanding fees and expenses and all principal and interest on outstanding borrowings.
Amounts drawn bore 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. We predominantly borrowed utilizing LIBOR rate loans, generally electing one-month LIBOR upon borrowing. After a ramp-up period, there was an unused fee of 0.75% per annum on the amount, if any, by which the undrawn amount under the SPV Asset Facility I exceeded 25% of the maximum principal amount of the SPV Asset Facility I. The SPV Asset Facility I contained 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 was 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 were not available to pay our debts. For further details, see “ITEM 1. – 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 (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
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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 25, 2022 (the “SPV Asset Facility II Seventh Amendment Date”).
From time to time, we sell and contribute certain investments to ORCC Financing II pursuant to a sale and contribution agreement by and between us 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. We retain a residual interest in assets contributed to or acquired by ORCC Financing II through our ownership of ORCC Financing II. The maximum principal amount of the SPV Asset Facility II as of the SPV Asset Facility II Seventh 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 through April 22, 2023, 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 December 22, 2029 (the "SPV Asset Facility II Stated Maturity”). Prior to the SPV Asset Facility II Stated Maturity, proceeds received by ORCC Financing II from principal and interest, dividends, or fees on assets must be used to pay fees, expenses and interest on outstanding borrowings, and the excess may be returned to us, subject to certain conditions. On the SPV Asset Facility II Stated Maturity, ORCC Financing II must pay in full all outstanding fees and expenses and all principal and interest on outstanding borrowings, and the excess may be returned to us.
With respect to revolving loans, amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.40%) plus a spread that steps up from 2.30% to 2.55% during the period March 25, 2022, to the date on which the reinvestment period ends. With respect to term loans, amounts drawn bear interest at Term SOFR (or, in the case of certain lenders that are commercial paper conduits, the lower of their cost of funds and Term SOFR plus 0.40%) plus a spread that steps up from 2.30% to 2.55% during the same period. From March 25, 2022 to the SPV Asset Facility II Commitment Termination Date, there is a commitment fee ranging from 0.50% to 0.625% per annum on the undrawn amount, if any, of the revolving commitments in the SPV Asset Facility II. The SPV Asset Facility II contains customary covenants, including certain financial maintenance covenants, limitations on the activities of ORCC Financing II, including limitations on incurrence of incremental indebtedness, and customary events of default. The SPV Asset Facility II is secured by a perfected first priority security interest in the assets of ORCC Financing II and on any payments received by ORCC Financing II in respect of those assets. Assets pledged to the SPV Asset Facility II Lenders will not be available to pay our debts. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
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 our newly formed 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 (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. The parties to the SPV Asset Facility III have entered into various amendments, including those relating to the undrawn fee and make-whole fee and definition of “Change of Control.” The following describes the terms of SPV Asset Facility III as amended through May 3, 2022.
From time to time, we expect to sell and contribute certain loan assets to ORCC Financing III pursuant to a Sale and Contribution Agreement by and between us 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 us. We retain a residual interest in assets contributed to or acquired by ORCC Financing III through its ownership of ORCC Financing III. The maximum principal amount of the SPV Asset Facility III is $250 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 until June 14, 2023 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 us, 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 us.
Amounts drawn bear interest at term SOFR (or, in the case of certain SPV Lenders III that are commercial paper conduits, the lower of (a) their cost of funds and (b) term SOFR, such term SOFR not to be lower than zero) plus a spread equal to 2.20% per
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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”) term SOFR may be replaced as a base rate under certain circumstances. We predominantly borrow utilizing SOFR rate loans, generally electing one-month SOFR upon borrowing. During the SPV Asset Facility III 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 20% and increasing in stages 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 our debts. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
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 our 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 March 11, 2022 (the “SPV Asset Facility IV Amendment Date”), the parties to the SPV Asset Facility IV amended the SPV Asset Facility IV to extend the reinvestment period from April 1, 2022 until October 3, 2022 and the stated maturity from April 1, 2030 to October 1, 2030. The amendment also changed the applicable interest rate from LIBOR plus an applicable margin of 2.15% during the reinvestment period and LIBOR plus an applicable margin of 2.40% after the reinvestment period to term SOFR plus an applicable margin of 2.30% during the reinvestment period and term SOFR plus an applicable margin of 2.55% after the reinvestment period.
From time to time, 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 SPV Asset Facility IV is $250 million; 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 until the last day of the reinvestment period unless the revolving commitments are terminated or converted to term loans sooner as provided in the SPV Asset Facility IV (the “SPV Asset Facility IV Commitment Termination Date”). Unless otherwise terminated, the SPV Asset Facility IV will mature on October 1, 2030 (the “SPV Asset Facility IV Stated Maturity”). Prior to the SPV Asset Facility IV 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 SPV Asset Facility IV 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.
From the SPV Asset Facility IV Closing Date to the SPV Asset Facility IV 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 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 our debts. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
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, which is a form of secured financing incurred by us. 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.
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In the CLO I Transaction the CLO I Issuers (A) issued the following notes pursuant to an indenture and security agreement dated as of the CLO I Closing Date (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. We own all of the CLO I Preferred Shares, and as such, these securities 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 Adviser serves as collateral manager for the CLO I Issuer under a collateral management agreement dated as of the CLO I Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO I Issuers’ equity or notes that we own.
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.
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 our 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 our debts.
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. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
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 our 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 was scheduled to mature on January 20, 2031. The CLO II Debt was privately placed by Deutsche Bank Securities Inc.
The CLO II Debt was redeemed in the CLO II Refinancing, described below.
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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, and as such, these securities are eliminated in consolidation. We acted 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 was 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; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO II Issuers’ equity or notes that we own.
The CLO II Debt was 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, we and ORCC Financing III LLC 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. We 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 could 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 our investing strategy and ability to originate eligible middle market loans.
The CLO II Debt was 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 were not 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 Debt 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 Refinancing
On April 9, 2021 (the “CLO II Refinancing Date”), we completed a $398.1 million term debt securitization refinancing (the “CLO II Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO II Refinancing were issued by the CLO II Issuer and the CLO II Co-Issuer and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO II Issuer.
The CLO II Refinancing was executed by the issuance of the following classes of notes pursuant to the CLO II Indenture, as supplemented by the supplemental indenture dated as of the CLO II Refinancing Date (the “CLO II Refinancing Indenture”), by and among the CLO II Issuers and State Street Bank and Trust Company: (i) $204 million of AAA(sf) Class A-LR Notes, which bear interest at three-month LIBOR plus 1.55%, (ii) $20 million of AAA(sf) Class A-FR Notes, which bear interest at a fixed rate of 2.48% and (iii) $36 million of AA(sf) Class B-R Notes, which bear interest at three-month LIBOR plus 1.90% (together, the “CLO II Refinancing Debt”). The CLO II Refinancing Debt is secured by the middle market loans, participation interests in middle market loans and other assets of the CLO II Issuer. The CLO II Refinancing Debt is scheduled to mature on April 20, 2033. The CLO II Refinancing Debt was privately placed by Deutsche Bank Securities Inc. 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 Refinancing Debt. The proceeds from the CLO II Refinancing were used to redeem in full the classes of notes issued on the CLO II Closing Date.
Concurrently with the issuance of the CLO II Refinancing Debt, the CLO II Issuer issued 1,500 additional shares of CLO II Preferred Shares at an issue price of U.S.$1,000 per share (the “CLO II Refinancing Preferred Shares”) resulting in a total outstanding number of CLO II Preferred Shares of 138,100 ($138.1 million total issue price). The CLO II Refinancing Preferred Shares were issued by the CLO II Issuer as part of its issued share capital and are not secured by the collateral securing the CLO II Refinancing Debt. We purchased all of the CLO II Refinancing Preferred Shares. We act as retention holder in connection with the CLO II Refinancing for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO II Preferred Shares. The proceeds from the CLO II Refinancing Preferred Shares were used to pay certain expenses incurred in connection with the CLO II Refinancing.
Through April 20, 2025, a portion of the proceeds received by the CLO II Issuer from the loans securing the CLO II Refinancing Debt may be used by the CLO II Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO II Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.
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The CLO II Refinancing Debt is the secured obligation of the CLO II Issuers, and the CLO II Refinancing Indenture includes customary covenants and events of default. The CLO II Refinancing Debt has not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO II Issuer under a collateral management agreement dated as of the CLO II Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO II Issuers’ equity or notes that we own. For further details, see “ITEM 1. – 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.
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. 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 Adviser serves as collateral manager for the CLO III Issuer under a collateral management agreement dated as of the CLO III Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO III Issuers’ equity or notes that we own.
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, we and ORCC Financing IV LLC 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.
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 our debts.
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. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
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CLO IV
On May 28, 2020 (the “CLO IV Closing Date”), we completed a $438.9 million term debt securitization transaction (the “CLO IV 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 IV Transaction were issued by our consolidated subsidiaries Owl Rock CLO IV, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO IV Issuer”), and Owl Rock CLO IV, LLC, a Delaware limited liability company (the “CLO IV Co-Issuer” and together with the CLO IV Issuer, the “CLO IV Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO IV Issuer.
The CLO IV 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 IV Closing Date (the “CLO IV Indenture”), by and among the CLO IV Issuers and State Street Bank and Trust Company: (i) $236.5 million of AAA(sf) Class A-1 Notes, which bear interest at three-month LIBOR plus 2.62% and (ii) $15.5 million of AAA(sf) Class A-2 Notes, which bear interest at three-month LIBOR plus 3.40% (together, the “CLO IV Secured Notes”). The CLO IV Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO IV Issuer. The CLO IV Secured Notes are scheduled to mature on May 20, 2029. The CLO IV Secured Notes were privately placed by Natixis Securities Americas LLC.
The CLO IV Secured Notes were redeemed in the CLO IV Refinancing, described below.
Concurrently with the issuance of the CLO IV Secured Notes, the CLO IV Issuer issued approximately $186.9 million of subordinated securities in the form of 186,900 preferred shares at an issue price of U.S.$1,000 per share (the “CLO IV Preferred Shares”). The CLO IV Preferred Shares were issued by the CLO IV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO IV Secured Notes. We own all of the outstanding CLO IV Preferred Shares, and as such, these securities are eliminated in consolidation. We acted as retention holder in connection with the CLO IV Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the CLO IV Preferred Shares while the CLO IV Secured Notes were outstanding.
As part of the CLO IV Transaction, we entered into a loan sale agreement with the CLO IV Issuer dated as of the CLO IV Closing Date, which provided for the sale and contribution of approximately $275.07 million par amount of middle market loans to the CLO IV Issuer on the CLO IV Closing Date and for future sales to the CLO IV Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO IV Secured Notes. The remainder of the initial portfolio assets securing the CLO IV Secured Notes consisted of approximately $174.92 million par amount of middle market loans purchased by the CLO IV Issuer from ORCC Financing II LLC, our wholly-owned subsidiary, under an additional loan sale agreement executed on the CLO IV Closing Date between the Issuer and ORCC Financing II LLC. We and ORCC Financing II LLC each made customary representations, warranties, and covenants to the Issuer under the applicable loan sale agreement.
Through November 20, 2021, a portion of the proceeds received by the CLO IV Issuer from the loans securing the CLO IV Secured Notes could be used by the CLO IV Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO IV Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.
The CLO IV Secured Notes were the secured obligation of the CLO IV Issuers, and the CLO IV Indenture includes customary covenants and events of default. The CLO IV Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration. Assets pledged to the holders of the CLO IV Secured Notes were not available to pay our debts.
CLO IV Refinancing
On July 9, 2021 (the “CLO IV Refinancing Date”), we completed a $440.5 million term debt securitization refinancing (the “CLO IV Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO IV Refinancing were issued by the CLO IV Issuer and the CLO IV Co-Issuer and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO IV Issuer.
The CLO IV Refinancing was executed by the issuance of the following classes of notes pursuant to the CLO IV Indenture as supplemented by the supplemental indenture dated as of the CLO IV Refinancing Date (the “CLO IV Refinancing Indenture”), by and among the CLO IV Issuers and State Street Bank and Trust Company: (i) $252 million of AAA(sf) Class A-1-R Notes, which bear interest at three-month LIBOR plus 1.60% and (ii) $40.5 million of AA(sf) Class A-2-R Notes, which bear interest at three-month LIBOR plus 1.90% (together, the “CLO IV Refinancing Secured Notes”). The CLO IV Refinancing Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO IV Issuer. The CLO IV Refinancing Secured Notes are scheduled to mature on August 20, 2033. The CLO IV Refinancing Secured Notes were privately placed by Natixis Securities Americas LLC. 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 IV Refinancing Secured Notes. The proceeds from the CLO IV Refinancing were used to redeem in full the classes of notes issued on the CLO IV Closing Date, to redeem a portion of the preferred shares of the CLO IV Issuer as described below and to pay expenses incurred in connection with the CLO IV Refinancing.
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Concurrently with the issuance of the CLO IV Refinancing Secured Notes, the CLO IV Issuer redeemed 38,900 preferred shares we held at a total redemption price of $38.9 million ($1,000 per preferred share). We retain the 148,000 CLO IV Preferred Shares that remain outstanding and that we acquired on the CLO IV Closing Date. The CLO IV Preferred Shares were issued by the CLO IV Issuer as part of its issued share capital and are not secured by the collateral securing the CLO IV Refinancing Secured Notes. We act as retention holder in connection with the CLO IV Refinancing for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the Preferred Shares.
Through August 20, 2025, a portion of the proceeds received by the CLO IV Issuer from the loans securing the CLO IV Refinancing Secured Notes may be used by the CLO IV Issuer to purchase additional middle market loans under the direction of the Advisor, in its capacity as collateral manager for the CLO IV Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.
The CLO IV Refinancing Secured Notes are the secured obligation of the CLO IV Issuers, and the CLO IV Refinancing Indenture includes customary covenants and events of default. The CLO IV Refinancing Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO IV Issuer under a collateral management agreement dated as of the CLO IV Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO IV Issuers’ equity or notes we own. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
CLO V
On November 20, 2020 (the “CLO V Closing Date”), we completed a $345.45 million term debt securitization transaction (the “CLO V Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO V Transaction were issued by our consolidated subsidiaries Owl Rock CLO V, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO V Issuer”), and Owl Rock CLO V, LLC, a Delaware limited liability company (the “CLO V Co-Issuer” and together with the CLO V Issuer, the “CLO V Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO V Issuer.
The CLO V Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO V Closing Date (the “CLO V Indenture”), by and among the CLO V Issuers and State Street Bank and Trust Company: (i) $182 million of AAA(sf)/AAAsf Class A-1 Notes, which bear interest at three-month LIBOR plus 1.85% and (ii) $14 million of AAA(sf) Class A-2 Notes, which bear interest at three-month LIBOR plus 2.20% (together, the “CLO V Secured Notes”). The CLO V Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO V Issuer. The CLO V Secured Notes are scheduled to mature on November 20, 2029. The CLO V Secured Notes were privately placed by Natixis Securities Americas LLC.
The CLO V Secured Notes were redeemed in the CLO V refinancing, described below.
Concurrently with the issuance of the CLO V Secured Notes, the CLO V Issuer issued approximately $149.45 million of subordinated securities in the form of 149,450 preferred shares at an issue price of U.S.$1,000 per share (the “CLO V Preferred Shares”). The CLO V Preferred Shares were issued by the CLO V Issuer as part of its issued share capital and are not secured by the collateral securing the CLO V Secured Notes. We own all of the outstanding CLO V Preferred Shares, and as such, these securities are eliminated in consolidation. We acted as retention holder in connection with the CLO V Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such was required to retain a portion of the CLO V Preferred Shares, while the CLO V Secured Notes were outstanding.
As part of the CLO V Transaction, we entered into a loan sale agreement with the CLO V Issuer dated as of the CLO V Closing Date, which provided for the sale and contribution of approximately $201.75 million par amount of middle market loans to the CLO V Issuer on the CLO V Closing Date and for future sales to the CLO V Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO V Secured Notes. The remainder of the initial portfolio assets securing the CLO V Secured Notes consisted of approximately $84.74 million par amount of middle market loans purchased by the CLO V Issuer from ORCC Financing II LLC, our wholly-owned subsidiary, under an additional loan sale agreement executed on the CLO V Closing Date between the Issuer and ORCC Financing II LLC. We and ORCC Financing II LLC each made customary representations, warranties, and covenants to the Issuer under the applicable loan sale agreement.
Through July 20, 2022, a portion of the proceeds received by the CLO V Issuer from the loans securing the CLO V Secured Notes could be used by the CLO V Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO V Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.
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The CLO V Secured Notes were the secured obligation of the CLO V Issuers, and the CLO V Indenture includes customary covenants and events of default. The CLO V Secured Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
CLO V Refinancing
On April 20, 2022 (the “CLO V Refinancing Date”), we completed a $669.2 million term debt securitization refinancing (the “CLO V Refinancing”), also known as a collateralized loan obligation refinancing, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO V Refinancing were issued by the CLO V Co-Issuer, as Issuer (the “CLO V Refinancing Issuer”), and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO V Refinancing Issuer.
The CLO V Refinancing was executed by the issuance of the following classes of notes pursuant to the CLO V Indenture as supplemented by the supplemental indenture dated as of the CLO V Refinancing Date (the “CLO V Refinancing Indenture”), by and among the CLO V Refinancing Issuer and State Street Bank and Trust Company: (i) $354.4 million of AAA(sf) Class A-1R Notes, which bear interest at the Benchmark, as defined in the CLO V Refinancing Indenture, plus 1.78%, (ii) $30.4 million of AAA(sf) Class A-2R Notes, which bear interest at the Benchmark plus 1.95%, (iii) $49.0 million of AA(sf) Class B-1 Notes, which bear interest at the Benchmark plus 2.20%, (iv) $5.0 million of AA(sf) Class B-2 Notes, which bear interest at 4.25%, (v) $31.5 million of A(sf) Class C-1 Notes, which bear interest at the Benchmark plus 3.15% and (vi) $39.4 million of A(sf) Class C-2 Notes, which bear interest at 5.10% (together, the “CLO V Refinancing Secured Notes”). The CLO V Refinancing Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the Issuer. The CLO V Refinancing Secured Notes are scheduled to mature on April 20, 2034. The CLO V Refinancing Secured Notes were privately placed by Natixis Securities Americas LLC. The proceeds from the CLO V Refinancing were used to redeem in full the classes of notes issued on the CLO V Closing Date and to pay expenses incurred in connection with the CLO V Refinancing.
Concurrently with the issuance of the CLO V Refinancing Secured Notes, the CLO V Issuer issued approximately $10.2 million of additional subordinated securities, for a total of $159.6 million of subordinated securities in the form of 159,620 preferred shares at an issue price of U.S.$1,000 per share. The CLO V Preferred Shares are not secured by the collateral securing the CLO V Refinancing Secured Notes. We act as retention holder in connection with the CLO V Refinancing for the purposes of satisfying certain U.S., European Union and United Kingdom regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO V Preferred Shares.
On the CLO V Closing Date, the CLO V Issuer entered into a loan sale agreement with us, which provided for the sale and contribution of approximately $201.8 million par amount of middle market loans from us to the CLO V Issuer on the CLO V Closing Date and for future sales from us to the CLO V Issuer on an ongoing basis. As part of the CLO V Refinancing, we and the CLO V Refinancing Issuer, as the successor to the CLO V Issuer, entered into an amended and restated loan sale agreement with us dated as of the CLO V Refinancing Date, pursuant to which the CLO V Refinancing Issuer assumed all ongoing obligations of the CLO V Issuer under the original agreement and we sold and contributed approximately $275.67 million par amount middle market loans to the CLO V Refinancing Issuer on the CLO V Refinancing Date and provides for future sales from us to the CLO V Refinancing Issuer on an ongoing basis. Such loans constituted part of the portfolio of assets securing the CLO V Refinancing Secured Notes. A portion of the of the portfolio assets securing the CLO V Refinancing Secured Notes consists of middle market loans purchased by the CLO V Issuer from ORCC Financing II LLC, a wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the CLO V Closing Date between the CLO V Issuer and ORCC Financing II LLC and which the CLO V Refinancing Issuer and ORCC Financing II LLC amended and restated on the CLO V Refinancing Date in connection with the refinancing. We and ORCC Financing II LLC each made customary representations, warranties, and covenants to the CLO V Refinancing Issuer under the applicable loan sale agreement.
Through April 20, 2026, a portion of the proceeds received by the CLO V Issuer from the loans securing the CLO V Refinancing Secured Notes may be used by the Issuer to purchase additional middle market loans under the direction of the Advisor, in its capacity as collateral manager for the CLO V Refinancing Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.
The CLO V Refinancing Secured Notes are the secured obligation of the CLO V Refinancing Issuer, and the CLO V Refinancing Indenture includes customary covenants and events of default. The CLO V Refinancing Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO V Refinancing Issuer under an amended and restated collateral management agreement dated as of the CLO V Refinancing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO V Refinancing Issuer’s equity or notes owned by us. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
CLO VI
On May 5, 2021 (the “CLO VI Closing Date”), we completed a $397.78 million term debt securitization transaction (the “CLO VI Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The
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secured notes and preferred shares issued in the CLO VI Transaction were issued by our consolidated subsidiaries Owl Rock CLO VI, Ltd., an exempted company incorporated in the Cayman Islands with limited liability (the “CLO VI Issuer”), and Owl Rock CLO VI, LLC, a Delaware limited liability company (the “CLO VI Co-Issuer” and together with the CLO VI Issuer, the “CLO VI Issuers”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO VI Issuer.
The CLO VI Transaction was executed by the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VI Closing Date (the “CLO VI Indenture”), by and among the CLO VI Issuers and State Street Bank and Trust Company: (i) $ 224 million of AAA(sf) Class A Notes, which bear interest at three-month LIBOR plus 1.45%, (ii) $26 million of AA(sf) Class B-1 Notes, which bear interest at three-month LIBOR plus 1.75% and (iii) $10 million of AA(sf) Class B-F Notes, which bear interest at a fixed rate of 2.83% (together, the “CLO VI Secured Notes”). The CLO VI Secured Notes are secured by the middle market loans, participation interests in middle market loans and other assets of the CLO VI Issuer. The CLO VI Secured Notes are scheduled to mature on June 21, 2032. The CLO VI Secured Notes are 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 VI Secured Notes.
Concurrently with the issuance of the CLO VI Secured Notes, the CLO VI Issuer issued approximately $137.78 million of subordinated securities in the form of 137,775 preferred shares at an issue price of U.S.$1,000 per share (the “CLO VI Preferred Shares”). The CLO VI Preferred Shares were issued by the CLO VI Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VI Secured Notes. We purchased all of the CLO VI Preferred Shares, and as such, these securities are eliminated in consolidation. We will act as retention holder in connection with the CLO VI Transaction for the purposes of satisfying certain U.S., United Kingdom and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VI Preferred Shares.
As part of the CLO VI Transaction, we entered into a loan sale agreement with the CLO VI Issuer dated as of the CLO VI Closing Date, which provides for the sale and contribution of approximately $205.6 million par amount of middle market loans from us to the CLO VI Issuer on the CLO VI Closing Date and for future sales from us to the CLO VI Issuer on an ongoing basis. Such loans constitute part of the initial portfolio of assets securing the CLO VI Secured Notes. The remainder of the initial portfolio assets securing the CLO VI Secured Notes consists of approximately $164.7 million par amount of middle market loans purchased by the CLO VI Issuer from ORCC Financing IV LLC, our wholly-owned subsidiary of ours, under an additional loan sale agreement executed on the CLO VI Closing Date between the Issuer and ORCC Financing IV LLC. We and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO VI Issuer under the applicable loan sale agreement.
Through June 20, 2024, a portion of the proceeds received by the CLO VI Issuer from the loans securing the CLO VI Secured Notes may be used by the CLO VI Issuer to purchase additional middle market loans under the direction of the Adviser, in its capacity as collateral manager for the CLO VI Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.
The Secured Notes are the secured obligation of the CLO VI Issuers, and the CLO VI Indenture includes customary covenants and events of default. The CLO VI Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser serves as collateral manager for the CLO VI Issuer under a collateral management agreement dated as of the CLO VI Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Investment Advisory Agreement will be offset by the amount of the collateral management fee attributable to the CLO VI Issuers’ equity or notes that we own. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
CLO VII
On July 26, 2022 (the “CLO VII Closing Date”), we completed a $350.47 million term debt securitization transaction (the “CLO VII Transaction”), also known as a collateralized loan obligation transaction, which is a form of secured financing incurred by us. The secured notes and preferred shares issued in the CLO VII Transaction and the secured loan borrowed in the CLO VII Transaction were issued and incurred, as applicable, by the our consolidated subsidiary Owl Rock CLO VII, LLC, a limited liability organized under the laws of the State of Delaware (the “CLO VII Issuer”) and are backed by a portfolio of collateral obligations consisting of middle market loans and participation interests in middle market loans as well as by other assets of the CLO VII Issuer.
The CLO VII Transaction was executed by (A) the issuance of the following classes of notes and preferred shares pursuant to an indenture and security agreement dated as of the CLO VII Closing Date (the “CLO VII Indenture”), by and among the CLO VII Issuer and State Street Bank and Trust Company: (i) $48 million of AAA(sf) Class A-1 Notes, which bear interest at three-month term SOFR plus 2.10%, (ii) $24 million of AAA(sf) Class A-2 Notes, which bear interest at 5.00%, (iii) $6 million of AA(sf) Class B-1 Notes, which bear interest at three-month term SOFR plus 2.85% and (iv) $26.15 million of AA(sf) Class B-2 Notes, which bear interest at 5.71% and (v) $10 million of A(sf) Class C Notes, which bear interest at 6.86% (together, the “CLO VII Secured Notes”) and (B) the borrowing by the CLO VII Issuer of $75 million under floating rate Class A-L1 loans (the “CLO VII Class A-L1 Loans”) and $50 million under floating rate Class A-L2 loans (the “CLO VII Class A-L2 Loans” and together with the CLO VII Class A-L1 Loans and the CLO VII Secured Notes, the “CLO VII Debt”). The CLO VII Class A-L1 Loans and the CLO VII Class A-L2 Loans
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bear interest at three-month term SOFR plus 2.10%. The CLO VII Class A-L1 Loans were borrowed under a credit agreement (the “CLO VII A-L1 Credit Agreement”), dated as of the CLO VII Closing Date, by and among the CLO VII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent and the CLO VII Class A-L2 Loans were borrowed under a credit agreement (the “CLO VII A-L2 Credit Agreement”), dated as of the CLO VII Closing Date, by and among the CLO VII Issuer, as borrower, various financial institutions, as lenders, and State Street Bank and Trust Company, as collateral trustee and loan agent. The CLO VII Debt is secured by middle market loans, participation interests in middle market loans and other assets of the CLO VII Issuer. The CLO VII Debt is scheduled to mature on July 20, 2033. The CLO VII Secured Notes were privately placed by SG Americas Securities, LLC as Initial Purchaser.
Concurrently with the issuance of the CLO VII Secured Notes and the borrowing under the CLO VII Class A-L1 Loans and CLO VII Class A-L2 Loans, the CLO VII Issuer issued approximately $111.32 million of subordinated securities in the form of 111,320 preferred shares at an issue price of U.S.$1,000 per share (the “CLO VII Preferred Shares”). The CLO VII Preferred Shares were issued by the CLO VII Issuer as part of its issued share capital and are not secured by the collateral securing the CLO VII Debt. we purchased all of the CLO VII Preferred Shares. We act as retention holder in connection with the CLO VII Transaction for the purposes of satisfying certain U.S. and European Union regulations requiring sponsors of securitization transactions to retain exposure to the performance of the securitized assets and as such is required to retain a portion of the CLO VII Preferred Shares.
As part of the CLO VII Transaction, we entered into a loan sale agreement with the CLO VII Issuer dated as of the CLO VII Closing Date, which provided for the sale and contribution of approximately $255.548 million par amount of middle market loans from us to the CLO VII Issuer on the CLO VII Closing Date and for future sales from us to the CLO VII Issuer on an ongoing basis. Such loans constituted part of the initial portfolio of assets securing the CLO VII Debt. The remainder of the initial portfolio assets securing the CLO VII Debt consisted of approximately $93.313 million par amount of middle market loans purchased by the CLO VII Issuer from ORCC Financing IV LLC, a wholly-owned subsidiary of us, under an additional loan sale agreement executed on the CLO VII Closing Date between the CLO VII Issuer and ORCC Financing IV LLC. We and ORCC Financing IV LLC each made customary representations, warranties, and covenants to the CLO VII Issuer under the applicable loan sale agreement.
Through July 20, 2025, a portion of the proceeds received by the CLO VII Issuer from the loans securing the CLO VII Debt may be used by the CLO VII Issuer to purchase additional middle market loans under the direction of Owl Rock Capital Advisors LLC (“ORCA”), our investment advisor, in its capacity as collateral manager for the CLO VII Issuer and in accordance with our investing strategy and ability to originate eligible middle market loans.
The CLO VII Debt is the secured obligation of the CLO VII Issuer, and the CLO VII Indenture, the CLO VII A-L1 Credit Agreement and the CLO VII A-L2 Credit Agreement each include customary covenants and events of default. The CLO VII Secured Notes have not been registered under the Securities Act, or any state securities (e.g., “blue sky”) laws, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or pursuant to an applicable exemption from such registration.
The Adviser will serve as collateral manager for the CLO VII Issuer under a collateral management agreement dated as of the CLO VII Closing Date. The Adviser is entitled to receive fees for providing these services. The Adviser has waived its right to receive such fees but may rescind such waiver at any time; provided, however, that if the Adviser rescinds such waiver, the management fee payable to the Adviser pursuant to the Amended and Restated Investment Advisory Agreement, between the Adviser and us will be offset by the amount of the collateral management fee attributable to the CLO VII Issuer’s equity or notes owned by us.
Unsecured Notes
2023 Notes
On December 21, 2017, we entered into a Note Purchase Agreement governing the issuance of $150 million in aggregate principal amount of unsecured notes (the “2023 Notes”) to institutional investors in a private placement. The issuance of $138.5 million of the 2023 Notes occurred on December 21, 2017, and $11.5 million of the 2023 Notes were issued in January 2018. The 2023 Notes had a fixed interest rate of 4.75% and were due on June 21, 2023. Interest on the 2023 Notes was due and ranked semiannually. This interest rate was subject to increase (up to a maximum interest rate of 5.50%) in the event that, subject to certain exceptions, the 2023 Notes ceased to have an investment grade rating. We were obligated to offer to repay the 2023 Notes at par if certain change in control events occur. The 2023 Notes were our general unsecured obligations and ranked pari passu with all outstanding and future unsecured unsubordinated indebtedness issued by us.
The Note Purchase Agreement for the 2023 Notes contained customary terms and conditions for unsecured notes issued in a private placement, including, without limitation, affirmative and negative covenants such as information reporting, maintenance of our status as a BDC within the meaning of the 1940 Act and a RIC under the Code, minimum shareholders equity, minimum asset coverage ratio and prohibitions on certain fundamental changes at us or any subsidiary guarantor, as well as customary events of default with customary cure and notice, including, without limitation, nonpayment, misrepresentation in a material respect, breach of covenant, cross-default under other indebtedness of us or certain significant subsidiaries, certain judgments and orders, and certain events of bankruptcy.
The 2023 Notes were offered in reliance on Section 4(a)(2) of the Securities Act.
In connection with the offering of the 2023 Notes, on December 21, 2017 we entered into a centrally cleared interest rate swap. The notional amount of the interest rate swap was $150 million. We received fixed rate interest semi-annually at 4.75% and paid variable rate interest monthly based on 1-month LIBOR plus 2.545%. The interest rate swap matured on December 21, 2021, and
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therefore, for the three and nine months ended September 30, 2022, we did not make any periodic payments. For the three and nine months ended September 30, 2021, we made periodic payments of $1.0 million and $3.0 million, respectively. The interest expense related to the 2023 Notes was equally offset by proceeds received from the interest rate swap. The swap adjusted interest expense is included as a component of interest expense in our Consolidated Statements of Operations. Depending on the nature of the balance at period end, the fair value of the interest rate swap is either included as a component of accrued expenses and other liabilities or prepaid expenses and other assets on our Consolidated Statements of Assets and Liabilities. The change in fair value of the interest rate swap is offset by the change in fair value of the 2023 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations.
On November 23, 2021, we caused notice to be issued to the holders of the 2023 Notes regarding our exercise of the option to redeem in full all $150 million in aggregate principal amount of the 2023 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, the redemption date, December 23, 2021. On December 23, 2021, we redeemed in full all $150 million in aggregate principal amount of the 2023 Notes at 100% of their principal amount, plus the accrued and unpaid interest thereon through, but excluding, December 23, 2021. For further details, see “ITEM 1. – 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 5.25% 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 we entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $400 million. We 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 September 30, 2022, we did not make periodic payments. For the nine months ended September 30, 2022, we made periodic payments of $4.3 million. For the three months ended September 30, 2021, we did not make periodic payments. For the nine months ended September 30, 2021, we made periodic payments of $4.3 million. The interest expense related to the 2024 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of September 30, 2022 and December 31, 2021, the interest rate swap had a fair value of $(12.7) million and $12.0 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 1. – 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. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
July 2025 Notes
On January 22, 2020, we 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. We 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
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unpaid interest to the redemption date; provided, however, that if we redeem 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. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
2026 Notes
On July 23, 2020, we issued $500 million aggregate principal amount of notes that mature on January 15, 2026 (the “2026 Notes”). The 2026 Notes bear interest at a rate of 4.25% per year, payable semi-annually on January 15 and July 15 of each year, commencing on January 15, 2021. We may redeem some or all of the 2026 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if we redeem any 2026 Notes on or after December, 15 2025 (the date falling one month prior to the maturity date of the 2026 Notes), the redemption price for the 2026 Notes will be equal to 100% of the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
July 2026 Notes
On December 8, 2020, we issued $1.0 billion aggregate principal amount of notes that mature on July 15, 2026 (the “July 2026 Notes”). The July 2026 Notes bear interest at a rate of 3.40% per year, payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2021. We may redeem some or all of the July 2026 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the July 2026 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the July 2026 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 50 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if we redeem any July 2026 Notes on or after June 15, 2026 (the date falling one month prior to the maturity date of the July 2026 Notes), the redemption price for the July 2026 Notes will be equal to 100% of the principal amount of the July 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt."
2027 Notes
On April 26, 2021, we issued $500 million aggregate principal amount of notes that mature on January 15, 2027 (the “2027 Notes”). The 2027 Notes bear interest at a rate of 2.625% per year, payable semi-annually on January 15 and July 15, of each year, commencing on July 15, 2021. We may redeem some or all of the 2027 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2027 Notes to be redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2027 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if we redeem any 2027 Notes on or after December 15, 2026 (the date falling one month prior to the maturity date of the 2027 Notes), the redemption price for the 2027 Notes will be equal to 100% of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.
In connection with the issuance of the 2027 Notes, on April 26, 2021 we entered into centrally cleared interest rate swaps. The notional amount of the interest rate swaps is $500 million. We will receive fixed rate interest at 2.625% and pay variable rate interest based on one-month LIBOR plus 1.655%. The interest rate swaps mature on January 15, 2027. For the three and nine months ended September 30, 2022, we made periodic payments of $1.0 million and $3.1 million, respectively. For the three and nine months ended September 30, 2021, we made periodic payments of $0.9 million. The interest expense related to the 2027 Notes is equally offset by the proceeds received from the interest rate swaps. The swap adjusted interest expense is included as a component of interest expense on our Consolidated Statements of Operations. As of September 30, 2022 and December 31, 2021, the interest rate swap had a fair value of $(61.1) million and $7.6 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 2027 Notes, with the remaining difference included as a component of interest expense on the Consolidated Statements of Operations. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
2028 Notes
On June 11, 2021, we issued $450 million aggregate principal amount of notes that mature on June 11, 2028 and on August 17, 2021, we issued an additional $400 million aggregate principal amount of our 2.875% notes due 2028 (together, the “2028 Notes”). The 2028 Notes bear interest at a rate of 2.875% per year, payable semi-annually on June 11 and December 11, of each year, commencing on December 11, 2021. We may redeem some or all of the 2028 Notes at any time, or from time to time, at a redemption price equal to the greater of (1) 100% of the principal amount of the 2028 Notes to be redeemed or (2) the sum of the present values of
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the remaining scheduled payments of principal and interest (exclusive of accrued and unpaid interest to the date of redemption) on the 2028 Notes to be redeemed, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) using the applicable Treasury Rate plus 30 basis points, plus, in each case, accrued and unpaid interest to the redemption date; provided, however, that if we redeem any 2028 Notes on or after April 11, 2028 (the date falling two months prior to the maturity date of the 2028 Notes), the redemption price for the 2028 Notes will be equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. For further details, see “ITEM 1. – Notes to Consolidated Financial Statements – Note 6. Debt.”
Off-Balance Sheet Arrangements
Portfolio Company Commitments
From time to time, we may enter into commitments to fund investments. As of September 30, 2022 and December 31, 2021, we had the following outstanding commitments to fund investments in current portfolio companies:
Portfolio Company | Investment | September 30, 2022 | December 31, 2021 | |||||||||||||||||
($ in thousands) | ||||||||||||||||||||
3ES Innovation Inc. (dba Aucerna) | First lien senior secured revolving loan | $ | 2,193 | $ | 3,893 | |||||||||||||||
AAM Series 1.1 Rail and Domestic Intermodal Feeder, LLC | LLC Interest | 45,000 | — | |||||||||||||||||
AAM Series 2.1 Aviation Feeder, LLC | LLC Interest | 43,632 | — | |||||||||||||||||
ABB/Con-cise Optical Group LLC | First lien senior secured revolving loan | 495 | — | |||||||||||||||||
Accela, Inc. | First lien senior secured revolving loan | 1,500 | 3,000 | |||||||||||||||||
Alera Group, Inc. | First lien senior secured delayed draw term loan | — | 417 | |||||||||||||||||
AmeriLife Holdings LLC | First lien senior secured delayed draw term loan | 182 | — | |||||||||||||||||
AmeriLife Holdings LLC | First lien senior secured revolving loan | 91 | — | |||||||||||||||||
AmSpec Group, Inc. (fka AmSpec Services Inc.) | First lien senior secured revolving loan | 11,750 | 10,665 | |||||||||||||||||
Anaplan, Inc. | First lien senior secured revolving loan | 9,722 | — | |||||||||||||||||
Apex Group Treasury, LLC | Second lien senior secured delayed draw term loan | — | 25,147 | |||||||||||||||||
Apex Service Partners, LLC | First lien senior secured delayed draw term loan | 164 | — | |||||||||||||||||
Apex Service Partners, LLC | First lien senior secured revolving loan | 50 | — | |||||||||||||||||
Apptio, Inc. | First lien senior secured revolving loan | 1,667 | 1,667 | |||||||||||||||||
Aramsco, Inc. | First lien senior secured revolving loan | 8,099 | 8,378 | |||||||||||||||||
Ardonagh Midco 3 PLC | First lien senior secured GBP delayed draw term loan | 9,097 | 11,038 | |||||||||||||||||
Armstrong Bidco Limited (dba The Access Group) | First lien senior secured delayed draw term loan | 760 | — | |||||||||||||||||
Ascend Buyer, LLC (dba PPC Flexible Packaging) | First lien senior secured revolving loan | 489 | 471 | |||||||||||||||||
Associations, Inc. | First lien senior secured delayed draw term loan | 46,567 | — | |||||||||||||||||
Associations, Inc. | First lien senior secured revolving loan | 32,923 | 32,923 | |||||||||||||||||
AxiomSL Group, Inc. | First lien senior secured delayed draw term loan | 8,331 | 8,331 | |||||||||||||||||
AxiomSL Group, Inc. | First lien senior secured revolving loan | 18,227 | 18,227 | |||||||||||||||||
Bayshore Intermediate #2, L.P. (dba Boomi) | First lien senior secured revolving loan | 6,913 | 6,913 | |||||||||||||||||
BCPE Osprey Buyer, Inc. (dba PartsSource) | First lien senior secured delayed draw term loan | 28,014 | 28,014 | |||||||||||||||||
BCPE Osprey Buyer, Inc. (dba PartsSource) | First lien senior secured revolving loan | 11,855 | 11,855 | |||||||||||||||||
BCTO BSI Buyer, Inc. (dba Buildertrend) | First lien senior secured revolving loan | 8,036 | 2,339 | |||||||||||||||||
Blend Labs, Inc. | First lien senior secured revolving loan | 7,500 | 7,500 | |||||||||||||||||
BP Veraison Buyer, LLC (dba Sun World) | First lien senior secured delayed draw term loan | 29,054 | 29,054 | |||||||||||||||||
BP Veraison Buyer, LLC (dba Sun World) | First lien senior secured revolving loan | 8,716 | 8,716 | |||||||||||||||||
Brightway Holdings, LLC | First lien senior secured revolving loan | 3,158 | 3,158 | |||||||||||||||||
Centrify Corporation | First lien senior secured revolving loan | 3,409 | 6,817 | |||||||||||||||||
Chapford SMA Partnership, L.P. | LP Interest | 8,575 | — | |||||||||||||||||
CivicPlus, LLC | First lien senior secured delayed draw term loan | — | 6,673 |
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Portfolio Company | Investment | September 30, 2022 | December 31, 2021 | |||||||||||||||||
CivicPlus, LLC | First lien senior secured revolving loan | 2,698 | 1,335 | |||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies) | First lien senior secured delayed draw term loan | 4,008 | 9,849 | |||||||||||||||||
Denali BuyerCo, LLC (dba Summit Companies) | First lien senior secured revolving loan | 2,998 | 3,556 | |||||||||||||||||
Diamondback Acquisition, Inc. (dba Sphera) | First lien senior secured delayed draw term loan | 1,080 | 1,080 | |||||||||||||||||
Dodge Data & Analytics LLC | First lien senior secured revolving loan | — | 1,888 | |||||||||||||||||
Douglas Products and Packaging Company LLC | First lien senior secured revolving loan | 8,619 | 3,936 | |||||||||||||||||
EET Buyer, Inc. (dba e-Emphasys) | First lien senior secured revolving loan | 455 | 455 | |||||||||||||||||
Entertainment Benefits Group, LLC | First lien senior secured revolving loan | 133 | 11,200 | |||||||||||||||||
Evolution BuyerCo, Inc. (dba SIAA) | First lien senior secured revolving loan | 10,709 | 10,709 | |||||||||||||||||
Forescout Technologies, Inc. | First lien senior secured delayed draw term loan | 48,750 | — | |||||||||||||||||
Forescout Technologies, Inc. | First lien senior secured revolving loan | 5,345 | 5,345 | |||||||||||||||||
Fortis Solutions Group, LLC | First lien senior secured delayed draw term loan | 155 | 1,347 | |||||||||||||||||
Fortis Solutions Group, LLC | First lien senior secured revolving loan | 431 | 462 | |||||||||||||||||
Fullsteam Operations, LLC | First lien senior secured delayed draw term loan | 6,838 | — | |||||||||||||||||
Gainsight, Inc. | First lien senior secured revolving loan | 3,357 | 3,357 | |||||||||||||||||
Galls, LLC | First lien senior secured revolving loan | 14,186 | 20,468 | |||||||||||||||||
Gaylord Chemical Company, L.L.C. | First lien senior secured revolving loan | 13,202 | 13,202 | |||||||||||||||||
Gerson Lehrman Group, Inc. | First lien senior secured revolving loan | 21,563 | 21,563 | |||||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health) | First lien senior secured delayed draw term loan | — | 614 | |||||||||||||||||
GI Ranger Intermediate, LLC (dba Rectangle Health) | First lien senior secured revolving loan | 332 | 369 | |||||||||||||||||
Global Music Rights, LLC | First lien senior secured revolving loan | 667 | 667 | |||||||||||||||||
GovBrands Intermediate, Inc. | First lien senior secured delayed draw term loan | 1,111 | 1,111 | |||||||||||||||||
GovBrands Intermediate, Inc. | First lien senior secured revolving loan | 573 | 793 | |||||||||||||||||
Granicus, Inc. | First lien senior secured delayed draw term loan | 1,006 | 1,006 | |||||||||||||||||
Granicus, Inc. | First lien senior secured revolving loan | 1,187 | 1,187 | |||||||||||||||||
Guidehouse Inc. | First lien senior secured revolving loan | — | 351 | |||||||||||||||||
H&F Opportunities LUX III S.À R.L (dba Checkmarx) | First lien senior secured revolving loan | 16,250 | 16,250 | |||||||||||||||||
Hercules Borrower, LLC (dba The Vincit Group) | First lien senior secured revolving loan | 18,685 | 20,916 | |||||||||||||||||
HGH Purchaser, Inc. (dba Horizon Services) | First lien senior secured delayed draw term loan | 12,803 | 49,359 | |||||||||||||||||
HGH Purchaser, Inc. (dba Horizon Services) | First lien senior secured revolving loan | 6,520 | 7,031 | |||||||||||||||||
Hissho Sushi Merger Sub LLC | First lien senior secured revolving loan | 65 | — | |||||||||||||||||
Hometown Food Company | First lien senior secured revolving loan | 3,529 | 4,235 | |||||||||||||||||
Ideal Image Development, LLC | First lien senior secured delayed draw term loan | 1,463 | — | |||||||||||||||||
Ideal Image Development, LLC | First lien senior secured revolving loan | 1,829 | — | |||||||||||||||||
Ideal Tridon Holdings, Inc. | First lien senior secured revolving loan | 5,727 | 3,927 | |||||||||||||||||
IG Investments Holdings, LLC (dba Insight Global) | First lien senior secured revolving loan | 3,974 | 1,987 | |||||||||||||||||
Indigo Buyer, Inc. (dba Inovar Packaging Group) | First lien senior secured delayed draw term loan | 250 | — | |||||||||||||||||
Indigo Buyer, Inc. (dba Inovar Packaging Group) | First lien senior secured revolving loan | 83 | — | |||||||||||||||||
Individual Foodservice Holdings, LLC | First lien senior secured delayed draw term loan | — | 6,890 | |||||||||||||||||
Individual Foodservice Holdings, LLC | First lien senior secured revolving loan | 21,567 | 20,609 | |||||||||||||||||
Inovalon Holdings, Inc. | First lien senior secured delayed draw term loan | 18,988 | 18,988 | |||||||||||||||||
Integrity Marketing Acquisition, LLC | First lien senior secured revolving loan | 14,832 | 14,832 | |||||||||||||||||
Intelerad Medical Systems Incorporated (fka 11849573 Canada Inc.) | First lien senior secured revolving loan | 1,607 | 1,607 | |||||||||||||||||
Interoperability Bidco, Inc. (dba Lyniate) | First lien senior secured revolving loan | 3,043 | 4,000 |
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Portfolio Company | Investment | September 30, 2022 | December 31, 2021 | |||||||||||||||||
IQN Holding Corp. (dba Beeline) | First lien senior secured revolving loan | — | 22,672 | |||||||||||||||||
Kaseya Inc. | First lien senior secured delayed draw term loan | 1,134 | — | |||||||||||||||||
Kaseya Inc. | First lien senior secured revolving loan | 1,134 | — | |||||||||||||||||
KPSKY Acquisition, Inc. (dba BluSky) | First lien senior secured delayed draw term loan | — | 256 | |||||||||||||||||
Sara Lee Frozen Bakery, LLC (fka KSLB Holdings, LLC) | First lien senior secured revolving loan | 600 | 8,700 | |||||||||||||||||
Lazer Spot Holdings, Inc. (f/k/a Lazer Spot GB Holdings, Inc.) | First lien senior secured revolving loan | 26,833 | 26,833 | |||||||||||||||||
Mario Purchaser, LLC (dba Len the Plumber) | First lien senior secured delayed draw term loan | 4,880 | — | |||||||||||||||||
Mario Midco Holdings, Inc. | First lien senior secured revolving loan | 1,381 | — | |||||||||||||||||
Lignetics Investment Corp. | First lien senior secured delayed draw term loan | 3,922 | 3,922 | |||||||||||||||||
Lignetics Investment Corp. | First lien senior secured revolving loan | 549 | 3,922 | |||||||||||||||||
Litera Bidco LLC | First lien senior secured delayed draw term loan | — | 5,176 | |||||||||||||||||
Litera Bidco LLC | First lien senior secured revolving loan | 5,738 | 5,738 | |||||||||||||||||
Medline Borrower, LP | First lien senior secured revolving loan | 7,190 | 7,190 | |||||||||||||||||
MHE Intermediate Holdings, LLC (dba OnPoint Group) | First lien senior secured delayed draw term loan | — | 9,850 | |||||||||||||||||
MHE Intermediate Holdings, LLC (dba OnPoint Group) | First lien senior secured revolving loan | 15,536 | 15,536 | |||||||||||||||||
Milan Laser Holdings LLC | First lien senior secured revolving loan | 2,078 | 2,078 | |||||||||||||||||
MINDBODY, Inc. | First lien senior secured revolving loan | 6,071 | 6,071 | |||||||||||||||||
Ministry Brands Holdings, LLC | First lien senior secured delayed draw term loan | 226 | 226 | |||||||||||||||||
Ministry Brands Holdings, LLC | First lien senior secured revolving loan | 68 | 68 | |||||||||||||||||
National Dentex Labs LLC (fka Barracuda Dental LLC) | First lien senior secured delayed draw term loan | — | 3,980 | |||||||||||||||||
National Dentex Labs LLC (fka Barracuda Dental LLC) | First lien senior secured revolving loan | — | 6,322 | |||||||||||||||||
Natural Partners, LLC | First lien senior secured revolving loan | 68 | — | |||||||||||||||||
Nelipak Holding Company | First lien senior secured USD revolving loan | 6,299 | 4,288 | |||||||||||||||||
Nelipak Holding Company | First lien senior secured EUR revolving loan | 6,214 | 7,518 | |||||||||||||||||
NMI Acquisitionco, Inc. (dba Network Merchants) | First lien senior secured delayed draw term loan | 4,073 | 4,073 | |||||||||||||||||
NMI Acquisitionco, Inc. (dba Network Merchants) | First lien senior secured revolving loan | 1,652 | 1,652 | |||||||||||||||||
Norvax, LLC (dba GoHealth) | First lien senior secured revolving loan | 2,761 | 2,761 | |||||||||||||||||
Notorious Topco, LLC (dba Beauty Industry Group) | First lien senior secured delayed draw term loan | 6,385 | 15,962 | |||||||||||||||||
Notorious Topco, LLC (dba Beauty Industry Group) | First lien senior secured revolving loan | 9,577 | 7,981 | |||||||||||||||||
OB Hospitalist Group, Inc. | First lien senior secured revolving loan | 12,119 | 13,533 | |||||||||||||||||
Ole Smoky Distillery, LLC | First lien senior secured revolving loan | 116 | — | |||||||||||||||||
Pacific BidCo Inc. | First lien senior secured delayed draw term loan | 3,436 | — | |||||||||||||||||
Patriot Acquisition TopCo S.A.R.L (dba Corza Health, Inc.) | First lien senior secured revolving loan | 13,538 | 13,538 | |||||||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) | First lien senior secured delayed draw term loan | — | 8,695 | |||||||||||||||||
Peter C. Foy & Associates Insurance Services, LLC (dba PCF Insurance Services) | First lien senior secured revolving loan | 6,161 | 6,161 | |||||||||||||||||
Plasma Buyer LLC (dba PathGroup) | First lien senior secured delayed draw term loan | 176 | — | |||||||||||||||||
Plasma Buyer LLC (dba PathGroup) | First lien senior secured revolving loan | 76 | — | |||||||||||||||||
Pluralsight, LLC | First lien senior secured revolving loan | 6,235 | 6,235 | |||||||||||||||||
PPV Intermediate Holdings, LLC | First lien senior secured delayed draw term loan | 180 | — | |||||||||||||||||
PPV Intermediate Holdings, LLC | First lien senior secured revolving loan | 67 | — | |||||||||||||||||
Project Power Buyer, LLC (dba PEC-Veriforce) | First lien senior secured revolving loan | 3,188 | 3,188 | |||||||||||||||||
QAD, Inc. | First lien senior secured revolving loan | 3,429 | 3,429 |
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Portfolio Company | Investment | September 30, 2022 | December 31, 2021 | |||||||||||||||||
PS Operating Company LLC (fka QC Supply, LLC) | First lien senior secured revolving loan | 1,324 | 2,650 | |||||||||||||||||
Quva Pharma, Inc. | First lien senior secured revolving loan | 2,240 | 4,000 | |||||||||||||||||
Reef Global Acquisition LLC (fka Cheese Acquisition, LLC) | First lien senior secured revolving loan | — | 5,377 | |||||||||||||||||
Refresh Parent Holdings, Inc. | First lien senior secured delayed draw term loan | — | 797 | |||||||||||||||||
Refresh Parent Holdings, Inc. | First lien senior secured revolving loan | — | 6,897 | |||||||||||||||||
Relativity ODA LLC | First lien senior secured revolving loan | 7,333 | 7,333 | |||||||||||||||||
SailPoint Technologies Holdings, Inc. | First lien senior secured revolving loan | 4,358 | — | |||||||||||||||||
Securonix, Inc. | First lien senior secured revolving loan | 153 | — | |||||||||||||||||
SimpliSafe Holding Corporation | First lien senior secured delayed draw term loan | 772 | — | |||||||||||||||||
Smarsh Inc. | First lien senior secured delayed draw term loan | 190 | — | |||||||||||||||||
Smarsh Inc. | First lien senior secured revolving loan | 48 | — | |||||||||||||||||
Sonny's Enterprises LLC | First lien senior secured revolving loan | 17,969 | 15,402 | |||||||||||||||||
Spotless Brands, LLC | First lien senior secured delayed draw term loan | 5,637 | — | |||||||||||||||||
Spotless Brands, LLC | First lien senior secured revolving loan | 360 | — | |||||||||||||||||
SWK BUYER, Inc. (dba Stonewall Kitchen) | First lien senior secured delayed draw term loan | 175 | — | |||||||||||||||||
SWK BUYER, Inc. (dba Stonewall Kitchen) | First lien senior secured revolving loan | 17 | — | |||||||||||||||||
Swipe Acquisition Corporation (dba PLI) | First lien senior secured delayed draw term loan | 6,228 | 10,230 | |||||||||||||||||
Swipe Acquisition Corporation (dba PLI) | Letter of Credit | 7,118 | 7,118 | |||||||||||||||||
Tahoe Finco, LLC | First lien senior secured revolving loan | 9,244 | 9,244 | |||||||||||||||||
TC Holdings, LLC (dba TrialCard) | First lien senior secured revolving loan | — | 7,685 | |||||||||||||||||
Tamarack Intermediate, L.L.C. (dba Verisk 3E) | First lien senior secured revolving loan | 141 | — | |||||||||||||||||
Tempo Buyer Corp. (dba Global Claims Services) | First lien senior secured delayed draw term loan | 308 | 308 | |||||||||||||||||
Tempo Buyer Corp. (dba Global Claims Services) | First lien senior secured revolving loan | 145 | 154 | |||||||||||||||||
The Shade Store, LLC | First lien senior secured revolving loan | 909 | 909 | |||||||||||||||||
THG Acquisition, LLC (dba Hilb) | First lien senior secured revolving loan | 8,608 | 8,608 | |||||||||||||||||
The NPD Group, L.P. | First lien senior secured revolving loan | 1,510 | — | |||||||||||||||||
Thunder Purchaser, Inc. (dba Vector Solutions) | First lien senior secured delayed draw term loan | 7,018 | 10,965 | |||||||||||||||||
Thunder Purchaser, Inc. (dba Vector Solutions) | First lien senior secured revolving loan | 2,522 | 3,838 | |||||||||||||||||
Troon Golf, L.L.C. | First lien senior secured revolving loan | 21,622 | 21,621 | |||||||||||||||||
Ultimate Baked Goods Midco, LLC | First lien senior secured revolving loan | 2,984 | 4,724 | |||||||||||||||||
Unified Women's Healthcare, LP | First lien senior secured delayed draw term loan | 55 | — | |||||||||||||||||
Unified Women's Healthcare, LP | First lien senior secured revolving loan | 88 | — | |||||||||||||||||
USRP Holdings, Inc. (dba U.S. Retirement and Benefits Partners) | First lien senior secured revolving loan | 4,239 | 4,168 | |||||||||||||||||
Valence Surface Technologies LLC | First lien senior secured revolving loan | 49 | 49 | |||||||||||||||||
Velocity HoldCo III Inc. (dba VelocityEHS) | First lien senior secured revolving loan | 1,340 | 1,340 | |||||||||||||||||
When I Work, Inc. | First lien senior secured revolving loan | 925 | 925 | |||||||||||||||||
Wingspire Capital Holdings LLC | LLC Interest | 45,855 | 51,962 | |||||||||||||||||
WU Holdco, Inc. (dba Weiman Products, LLC) | First lien senior secured delayed draw term loan | — | 14,829 | |||||||||||||||||
WU Holdco, Inc. (dba Weiman Products, LLC) | First lien senior secured revolving loan | 9,219 | 13,444 | |||||||||||||||||
Total Unfunded Portfolio Company Commitments | $ | 970,580 | $ | 963,808 |
We seek to carefully consider our unfunded portfolio company commitments for the purpose of planning our ongoing financial leverage. Further, we consider any outstanding unfunded portfolio company commitments we are required to fund within the
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150% asset coverage limitation. As of September 30, 2022, we believed we had adequate financial resources to satisfy the unfunded portfolio company commitments.
Other Commitments and Contingencies
On November 3, 2020, our Board approved the 2020 Repurchase Program under which we may repurchase up to $100 million of our outstanding common stock. Under the 2020 Repurchase Program, purchases may be made at management’s discretion from time to time in open-market transactions, in accordance with all applicable securities laws and regulations. Unless extended by the Board, the 2020 Repurchase Program will terminate 12-months from the date it was approved. On November 2, 2021, the Board approved an extension to the 2020 Repurchase Program and, unless further extended by the Board, will terminate 12-months from that date. As of September 30, 2022, Goldman, Sachs & Co., as agent, has repurchased 944,076 shares of our common stock pursuant to the Repurchase Plan for approximately $12.6 million.
From time to time, we may become a party to certain legal proceedings incidental to the normal course of its business. At September 30, 2022, we were not aware of any material pending or threatened litigation that would require accounting recognition or financial statement disclosure.
Contractual Obligations
A summary of our contractual payment obligations under our credit facilities as of September 30, 2022, is as follows:
Payments Due by Period | ||||||||||||||||||||||||||||||||
($ in millions) | Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | |||||||||||||||||||||||||||
Revolving Credit Facility | $ | 1,855.0 | $ | — | $ | 75.0 | 1,780.0 | — | ||||||||||||||||||||||||
SPV Asset Facility II | 350.0 | — | — | — | 350.0 | |||||||||||||||||||||||||||
SPV Asset Facility III | 250.0 | — | 250.0 | — | — | |||||||||||||||||||||||||||
SPV Asset Facility IV | 250.0 | — | — | — | 250.0 | |||||||||||||||||||||||||||
CLO I | 390.0 | — | — | — | 390.0 | |||||||||||||||||||||||||||
CLO II | 260.0 | — | — | — | 260.0 | |||||||||||||||||||||||||||
CLO III | 260.0 | — | — | — | 260.0 | |||||||||||||||||||||||||||
CLO IV | 292.5 | — | — | — | 292.5 | |||||||||||||||||||||||||||
CLO V | 509.6 | — | — | — | 509.6 | |||||||||||||||||||||||||||
CLO VI | 260.0 | — | — | — | 260.0 | |||||||||||||||||||||||||||
CLO VII | 239.2 | — | — | — | 239.2 | |||||||||||||||||||||||||||
2024 Notes | 400.0 | — | 400.0 | — | — | |||||||||||||||||||||||||||
2025 Notes | 425.0 | — | 425.0 | — | — | |||||||||||||||||||||||||||
July 2025 Notes | 500.0 | — | 500.0 | — | — | |||||||||||||||||||||||||||
2026 Notes | 500.0 | — | — | 500.0 | — | |||||||||||||||||||||||||||
July 2026 Notes | 1,000.0 | — | — | 1,000.0 | — | |||||||||||||||||||||||||||
2027 Notes | 500.0 | — | — | 500.0 | — | |||||||||||||||||||||||||||
2028 Notes | 850.0 | — | — | — | 850.0 | |||||||||||||||||||||||||||
Total Contractual Obligations | $ | 9,091.3 | $ | — | $ | 1,650.0 | $ | 3,780.0 | $ | 3,661.3 |
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 the Adviser or its affiliates, 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.
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We invest in Wingspire, Amergin, and ORCC SLF, controlled affiliated investments, and Chapford SMA, a non-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 average 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.
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 average bid price of those market quotations;
•With respect to investments for which market quotations are not readily available, the valuation process begins with the independent valuation firm(s) providing a preliminary valuation of each investment to the Adviser’s valuation committee;
•Preliminary valuation conclusions are documented and discussed with the Adviser’s valuation committee. 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 ASC 820, 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.
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•Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
Transfers between levels, if any, are recognized at the beginning of the period in which the transfer 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.
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.
Rule 2a-5 under the 1940 Act was recently adopted by the SEC and establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Company complied with the mandatory provisions of Rule 2a-5 by the September 2022 compliance date. Additionally, commencing with the fourth quarter of 2022, pursuant to Rule 2a-5, the Board designated the Adviser as the Company's valuation designee to perform fair value determinations relating to the value of assets held by the Company for which market quotations are not readily available.
Financial and Derivative Instruments
Rule 18f-4 was recently adopted by the SEC, and requires BDCs that use derivatives to, among other things, comply with a value-at-risk leverage limit, adopt a derivatives risk management program, and implement certain testing and board reporting procedures. Rule 18f-4 exempts BDCs that qualify as “limited derivatives users” from the aforementioned requirements, provided that these BDCs adopt written policies and procedures that are reasonably designed to manage the BDC’s derivatives risks and comply with certain recordkeeping requirements. The Company currently qualifies as a “limited derivatives user” and expects to continue to do so. The Company adopted a derivatives policy by Rule 18f-4’s August 2022 compliance date, and complies with the recordkeeping requirements.
Interest and Dividend Income Recognition
Interest income is recorded on the accrual basis and includes amortization or accretion of discounts or premiums. Certain investments may have contractual payment-in-kind (“PIK”) interest or dividends. PIK interest or dividends represent accrued interest or dividends that are added to the principal amount of the investment on the respective interest or dividend payment dates rather than being paid in cash and generally becomes due at maturity or at the occurrence of a liquidation event. Discounts to par value on securities purchased are amortized into interest income over the contractual life of the respective security using the effective yield method. Premiums to par value on securities purchased are amortized to first call date. The amortized cost of investments represents the original cost adjusted for the amortization or accretion of 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. If at any point we believe PIK interest is not expected to be realized, the investment generating PIK interest will be placed on non-accrual status. When a PIK investment is placed on non-accrual status, the accrued, uncapitalized interest or dividends are generally reversed through interest income. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in management’s judgment, are likely to remain current. Management may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.
Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies.
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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 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
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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.
Certain consolidated subsidiaries of ours are subject to U.S. federal and state corporate-level income taxes.
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, 2021. The 2019 through 2021 tax years remain subject to examination by the IRS, and generally years 2018 through 2021 remain subject to examination by state and local tax authorities.
Recent Developments
Distributions
On November 1, 2022, the Board declared a distribution of $0.33 per share for shareholders of record on December 30, 2022 payable on or before January 13, 2023 and a supplemental dividend of $0.03 per share to shareholders of record on November 30, 2022, payable on or before December 15, 2022. The supplemental dividend is calculated as 50% of net investment income in excess of our regular dividend, subject to certain measurement tests and rounded to the nearest penny. Subject to Board approval, we expect to declare a supplemental dividend each quarter based on this formula.
SPV Facility IV Termination
On October 3, 2022, ORCC Financing IV LLC executed a Termination Letter terminating SPV Facility IV and the related loan documents. On such date, ORCC Financing IV LLC repaid all outstanding obligations under SPV Facility IV (and related loan documents) and the related security interests, liens and pledges in favor of the collateral agent or any other secured party securing such obligations were released and discharged.
Repurchase Plan
2022 Stock Repurchase Program (the “2022 Repurchase Program”)
On November 1, 2022, the Board approved the 2022 Repurchase Program under which we may repurchase up to $150 million of our common stock. Under the 2022 Repurchase Program, purchases may be made at management's discretion from time to time in open-market transactions, including pursuant to trading plans with investment banks pursuant to Rule 10b5-1 of the Exchange Act, in accordance with all applicable rules and regulations. Unless extended by the Board, the 2022 Repurchase Program will terminate 18-months from the date it was approved.
2020 Stock Repurchase Program
On November 2, 2022, the 2020 Repurchase Program terminated in accordance with its terms.
Affiliate Purchase Vehicle
Certain affiliates and employees of Blue Owl have indicated that they intend to participate in an investment vehicle that will be authorized to buy up to $25 million of our common stock which will be held for investment purposes.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are subject to financial market risks, including valuation risk, interest rate risk, currency risk and inflation and supply chain 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.
In a prolonged low interest rate environment, the difference between the total interest income earned on interest earning assets and the total interest expense incurred on interest bearing liabilities may be compressed, reducing our net income and potentially adversely affecting our operating results. Conversely, in a rising interest rate environment, such difference could potentially increase thereby increasing our net income as indicated per the table below.
As of September 30, 2022, 98.3% of our debt investments based on fair value were floating rates. Additionally, the weighted average floor, based on fair value, of our debt investments was 0.8% and the majority of our debt investments have a floor of 1.0%. The Revolving Credit Facility, SPV Asset Facility II, SPV Asset Facility III, and SPV Asset Facility IV bear interest at variable interest rates with no interest rate floor. The 2024 Notes, 2025 Notes, July 2025 Notes, 2026 Notes, July 2026 Notes, 2027 Notes, and 2028 Notes bear interests at fixed rates. The 2024 Notes and 2027 Notes are hedged against interest rate swaps instruments. CLO I, CLO II, CLO III, CLO IV, CLO V, CLO VI and CLO VII bear interest at both fixed and variable rates.
Based on our Consolidated Statements of Assets and Liabilities as of September 30, 2022, 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 reference rate election and there are no changes in our investment and borrowing structure:
($ in millions) | Interest Income | Interest Expense(1) | Net Income(2) | |||||||||||||||||
Up 300 basis points | $ | 344,777 | $ | 116,704 | $ | 228,073 | ||||||||||||||
Up 200 basis points | 229,851 | 77,803 | 152,048 | |||||||||||||||||
Up 100 basis points | 114,926 | 38,901 | 76,025 | |||||||||||||||||
Up 50 basis points | 57,463 | 19,451 | 38,012 | |||||||||||||||||
Down 50 basis points | (57,463) | (19,451) | (38,012) | |||||||||||||||||
Down 100 basis points | (114,926) | (38,901) | (76,025) |
_____________
(1)Includes the impact of our interest rate swaps as a result of interest rate changes.
(2)Excludes the impact of income based fees. See Note 3 of our consolidated financial statements for more information on the income based fees.
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
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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.
Inflation and Supply Chain Risk
Economic activity has continued to accelerate across sectors and regions. Nevertheless, due to global supply chain issues, geopolitical events, a rise in energy prices and strong consumer demand as economies continue to reopen, inflation is showing signs of acceleration in the U.S. and globally. Inflation is likely to continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Persistent inflationary pressures could affect our portfolio companies profit margins.
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.
(a)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 September 30, 2022 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
Neither we nor the Adviser are 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, 2021 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022, which could materially affect our business, financial condition and/or operating results. The risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and in our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2022 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.
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.
In August 2022, pursuant to our dividend reinvestment plan, we purchased 886,113 shares of our common stock in the open market, at a weighted average price of $13.75 per share, for distribution to to stockholders of record as of June 30, 2022 that did not opt out of our dividend reinvestment plan in order to satisfy the reinvestment portion of our dividends.
The following provides information regarding purchases of the Company’s common stock by Goldman Sachs & Co., as agent, pursuant to the Repurchase Plan. For the period ended September 30, 2022, repurchases under the Repurchase Plan were as follows:
Period ($ 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, 2022 - January 31, 2022 | — | $ | — | $ | — | $ | 97.4 | |||||||||||||||||||
February 1, 2022 - February 28, 2022 | — | — | — | 97.4 | ||||||||||||||||||||||
March 1, 2022 - March 31, 2022 | — | — | — | 97.4 | ||||||||||||||||||||||
April 1, 2022 - April 30, 2022 | — | — | — | 97.4 | ||||||||||||||||||||||
May 1, 2022 - May 31, 2022 | 757,926 | 13.21 | 10.0 | 87.4 | ||||||||||||||||||||||
June 1, 2022 - June 30, 2022 | — | — | — | 87.4 | ||||||||||||||||||||||
July 1, 2022 - July 31, 2022 | — | — | — | 87.4 | ||||||||||||||||||||||
August 1, 2022 - August 31, 2022 | — | — | — | 87.4 | ||||||||||||||||||||||
September 1, 2022 - September 30, 2022 | — | — | — | 87.4 | ||||||||||||||||||||||
Total | 757,926 | 10.0 |
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, Financial Statement Schedules
Exhibit Number | Description of Exhibits | |||||||
3.1 | ||||||||
3.2 | ||||||||
10.1 | ||||||||
10.2 | ||||||||
10.3 | ||||||||
10.4 | ||||||||
10.5 | ||||||||
10.6 | ||||||||
10.7 | ||||||||
31.1* | ||||||||
31.2* | ||||||||
32.1** | ||||||||
32.2** | ||||||||
________________
* 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: November 2, 2022 | By: | /s/ Craig W. Packer | ||||||
Craig W. Packer | ||||||||
Chief Executive Officer | ||||||||
Owl Rock Capital Corporation | ||||||||
Date: November 2, 2022 | By: | /s/ Jonathan Lamm | ||||||
Jonathan Lamm | ||||||||
Chief Operating Officer and Chief Financial Officer |
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